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                                                                        EXHBIT 1

                              POST PROPERTIES, INC.
                             (a Georgia corporation)

               Common Stock, Preferred Stock and Depositary Shares

                               PURCHASE AGREEMENT

                                                              February 4, 1998

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
            Incorporated
North Tower
World Financial Center
250 Vesey Street
New York, New York 10281-1209

Ladies and Gentlemen:

         Post Properties, Inc., a Georgia corporation (the "Company"), proposes
to issue and sell up to $400,000,000 aggregate initial public offering price of
its (i) shares of common stock, par value $.01 per share (the "Common Stock"),
(ii) shares of preferred stock, par value $.01 per share (the "Preferred
Stock"), and (iii) shares of Preferred Stock represented by Depositary Shares
(the "Depositary Shares") in amounts, at prices and on terms to be determined at
the time of offering.

         The Preferred Stock will be issued in one or more series and each
series of Preferred Stock may vary, as applicable, as to the title, specific
number of shares, rank, stated value, liquidation preference, dividend rate or
rates (or method of calculation), dividend payment dates, redemption provisions,
sinking fund requirements, conversion provisions (and terms of the related
Underlying Securities (as defined below)) and any other variable terms as set
forth in the applicable articles of amendment (each, the "Articles of
Amendment") relating to such series of Preferred Stock. A series of Preferred
Stock may be represented by Depositary Shares that are evidenced by depositary
receipts (the "Depositary Receipts") issued pursuant to a deposit agreement
(each, a "Deposit Agreement") among the Company, the depositary identified
therein (the "Depositary") and the registered holders of the Depositary Receipts
issued thereunder.

         As used herein, "Securities" shall mean the Common Stock, Preferred
Stock or Depositary Shares, or any combination thereof, initially issuable by
the Company and "Underlying Securities" shall mean the Common Stock or Preferred
Stock issuable upon conversion of the Preferred Stock or Depositary Shares, as
applicable. Unless the context otherwise requires, as used herein, "you" and
"your"

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shall mean the parties to whom this Agreement is addressed together with the
other parties, if any, identified in the applicable Terms Agreement (as
hereinafter defined) as additional co-managers with respect to Underwritten
Securities (as hereinafter defined) purchased pursuant thereto.

         Whenever the Company determines to make an offering of Securities
through you, or through an underwriting syndicate managed by you, the Company
will enter into an agreement (each a "Terms Agreement") providing for the sale
of such Securities (the "Underwritten Securities") to, and the purchase and
offering thereof by, you and such other underwriters, if any, selected by you
(the "Underwriters," which term shall include you, whether acting as sole
Underwriter or as a member of an underwriting syndicate, as well as any
Underwriter substituted pursuant to Section 10 hereof). The Terms Agreement
relating to the offering of Underwritten Securities shall specify the number of
Underwritten Securities to be initially issued (the "Initial Underwritten
Securities"), the name of each Underwriter participating in such offering
(subject to substitution as provided in Section 10 hereof) and the name of any
Underwriter other than you acting as co-manager in connection with such
offering, the number of Initial Underwritten Securities which each such
Underwriter severally agrees to purchase, whether such offering is on a fixed or
variable price basis and, if on a fixed price basis, the initial offering price,
the price at which the Initial Underwritten Securities are to be purchased by
the Underwriters, the form, time, date and place of delivery and payment and any
delayed delivery arrangements of the Initial Underwritten Securities and any
other material variable terms of the Initial Underwritten Securities (including,
but not limited to, current ratings, if applicable, designations, liquidation
preferences, conversion provisions, redemption provisions and sinking fund
requirements), as well as the material variable terms of any related Underlying
Securities. In addition, if applicable, such Terms Agreement shall specify
whether the Company has agreed to grant to the Underwriters an option to
purchase additional Securities to cover over-allotments, if any, and the number
of Underwritten Securities subject to such option (the "Option Underwritten
Securities"). As used herein, the term "Underwritten Securities" shall include
the Initial Underwritten Securities and all or any portion of any Option
Underwritten Securities. The Terms Agreement, which shall be substantially in
the form of Exhibit A hereto, may take the form of an exchange of any standard
form of written telecommunication between you and the Company. Each offering of
Underwritten Securities through you as sole Underwriter or through an
underwriting syndicate managed by you will be governed by this Agreement, as
supplemented by the applicable Terms Agreement and such Terms Agreement shall
inure to the benefit of and be binding upon each Underwriter participating in
the offering of such Underwritten Securities.

         The Company and Post Apartment Homes, L.P., a Georgia limited
partnership (the "Operating Partnership") have filed with the Securities and
Exchange Commission (the "Commission") a registration statement on Form S-3



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(No. 333-36595) for the registration of, among other securities, the Securities
under the Securities Act of 1933, as amended (the "1933 Act"), and the offering
thereof from time to time in accordance with Rule 430A or Rule 415 of the rules
and regulations of the Commission under the 1933 Act (the "1933 Act
Regulations"), and the Company and the Operating Partnership have filed such
amendments thereto as may have been required prior to the execution of the
applicable Terms Agreement. Such registration statement (as amended, if
applicable) has been declared effective by the Commission. Such registration
statement and the prospectus constituting a part thereof (including in each case
the information, if any, deemed to be part thereof pursuant to Rule 430A(b) of
the 1933 Act Regulations, and each prospectus supplement relating to the
offering of Underwritten Securities pursuant to Rule 430A or Rule 415 of the
1933 Act Regulations (the "Prospectus Supplement")), including all documents
incorporated therein by reference, as from time to time amended or supplemented
pursuant to the 1933 Act, the Securities Exchange Act of 1934, as amended (the
"1934 Act") or otherwise, are collectively referred to herein as the
"Registration Statement" and the "Prospectus," respectively; provided, that if
any revised Prospectus shall be provided to you by the Company for use in
connection with the offering of Underwritten Securities which differs from the
Prospectus on file at the Commission at the time the Registration Statement
became effective (whether or not such revised prospectus is required to be filed
by the Company pursuant to Rule 424(b) of the 1933 Act Regulations), the term
"Prospectus" shall refer to each such revised prospectus from and after the time
it is first provided to you for such use; provided, further, that a Prospectus
Supplement shall be deemed to have supplemented the Prospectus only with respect
to the offering of Underwritten Securities to which it relates. Any registration
statement (including any supplement thereto or information which is deemed part
thereof) filed by the Company under Rule 462(b) of the 1933 Act Regulations (a
"Rule 462(b) Registration Statement") shall be deemed to be part of the
Registration Statement. Any prospectus (including any amendment or supplement
thereto or information which is deemed part thereof) included in the Rule 462(b)
Registration Statement and any term sheet as contemplated by Rule 434 of the
1933 Act Regulations (a "Term Sheet") shall be deemed to be part of the
Prospectus. All references in this Agreement to financial statements and
schedules and other information which is "contained," "included" or "stated" in
the Registration Statement or the Prospectus (and all other references of like
import) shall be deemed to mean and include all such financial statements and
schedules and other information which is or is deemed to be incorporated by
reference in the Registration Statement or the Prospectus, as the case may be;
and all references in this Agreement to amendments or supplements to the
Registration Statement or the Prospectus shall be deemed to mean and include the
filing of any document under the 1934 Act which is or is deemed to be
incorporated by reference in the Registration Statement or the Prospectus, as
the case may be. For purposes of this Agreement, all references to the
Registration Statement, any preliminary prospectus, preliminary prospectus
supplement, Prospectus or Prospectus Supplement or any Term Sheet or

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any amendment or supplement to the foregoing shall be deemed to include the copy
filed with the Commission pursuant to its Electronic Data Gathering, Analysis
and Retrieval system ("EDGAR").

         The term "Subsidiary" as used herein means a corporation or a
partnership a majority of the outstanding equity interests of which is owned or
controlled, directly or indirectly, by the Company or the Operating Partnership,
as the case may be, or by one or more other Subsidiaries of the Company or the
Operating Partnership.

         SECTION 1. Representations and Warranties of the Company and the
Operating Partnership.

         (a) The Company and the Operating Partnership, jointly and severally,
represent and warrant to you, as of the date hereof, and to you and each other
Underwriter named in the applicable Terms Agreement, as of the date thereof, as
of the Closing Time (as defined below) and, if applicable, as of each Date of
Delivery (as defined below) (in each case, a "Representation Date"), as follows:

                           (1) The Company and the Operating Partnership meet
                  the requirements for use of Form S-3 under the 1933 Act. Each
                  of the Registration Statement, the Prospectus and any Rule
                  462(b) Registration Statement has become effective under the
                  1933 Act and no stop order suspending the effectiveness of the
                  Registration Statement or any part thereof has been issued
                  under the 1933 Act and no proceeding for that purpose has been
                  instituted or is pending or, to the knowledge of the Company,
                  is contemplated or threatened by the Commission or by the
                  state securities authority of any jurisdiction, and any
                  request on the part of the Commission for additional
                  information has been complied with. No order preventing or
                  suspending the use of the Prospectus has been issued and no
                  proceeding for that purpose has been instituted or, to the
                  knowledge of the Company or the Operating Partnership,
                  threatened by the Commission or by the state securities
                  authority of any jurisdiction.

                           (2) The Registration Statement, at the time it became
                  effective, complied, and the Registration Statement and the
                  Prospectus at each Representation Date will comply in all
                  material respects with the requirements of the 1933 Act and
                  the 1933 Act Regulations. The Registration Statement, at the
                  time the Registration Statement became effective, did not, and
                  as of each Representation Date, will not contain an untrue
                  statement of a material fact or omit to state a material fact
                  required to be stated therein or necessary to make the
                  statements therein not misleading. At the date of the
                  Prospectus, at the Closing Time and at each Representation
                  Date, the Prospectus and


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                  any amendments and supplements thereto (unless the term
                  "Prospectus" refers to a prospectus which has been provided to
                  you by the Company for use in connection with an offering of
                  Underwritten Securities which differs from the Prospectus on
                  file at the Commission at the time the Registration Statement
                  became effective, in which case at the time it is first
                  provided to you for such use) did not and will not contain an
                  untrue statement of a material fact or omit to state a
                  material fact necessary in order to make the statements
                  therein, in light of the circumstances under which they were
                  made, not misleading. If the Company elects to rely upon Rule
                  434 of the 1933 Act Regulations, the Company will comply with
                  the requirements of Rule 434. Notwithstanding the foregoing,
                  the representations and warranties in this subsection shall
                  not apply to statements in or omissions from the Registration
                  Statement or the Prospectus made in reliance upon and in
                  conformity with information furnished to the Company in
                  writing by any Underwriter through you expressly for use in
                  the Registration Statement or the Prospectus. If a Rule 462(b)
                  Registration Statement is required in connection with the
                  offering and sale of the Underwritten Securities, the Company
                  has complied or will comply with the requirements of Rule 111
                  of the 1933 Act Regulations relating to the payment of filing
                  fees therefor.

                           (3) Each preliminary prospectus, preliminary
                  prospectus supplement and Prospectus Supplement filed as part
                  of the Registration Statement as originally filed or as part
                  of any amendment thereto, or filed pursuant to Rule 424 under
                  the 1933 Act, complied, when so filed, in all material
                  respects with the 1933 Act Regulations and, if applicable,
                  each preliminary prospectus and the Prospectus delivered to
                  the Underwriters for use in connection with the offering of
                  Underwritten Securities will, at the time of such delivery, be
                  identical to the electronically transmitted copies thereof
                  filed with the Commission pursuant to EDGAR, except to the
                  extent permitted by Regulation S-T.

                           (4) The documents incorporated or deemed to be
                  incorporated by reference in the Prospectus, at the time they
                  were or hereafter are filed with the Commission, complied and
                  will comply in all material respects with the requirements of
                  the 1934 Act and the rules and regulations of the Commission
                  thereunder (the "1934 Act Regulations") and, when read
                  together with the other information in the Prospectus, at the
                  time the Registration Statement became effective and as of
                  each Representation Date or during the period specified in
                  Section 3(f), did not and will not include an untrue statement
                  of a material fact or omit

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                  to state a material fact required to be stated therein or
                  necessary to make the statements therein, in light of the
                  circumstances under which they were made, not misleading.

                           (5) Each of Price Waterhouse LLP and Ernst & Young
                  LLP, the accounting firms that certified the financial
                  statements and supporting schedules included in, or
                  incorporated by reference into, the Registration Statement and
                  the Prospectus is an independent public accountant as required
                  by the 1933 Act and the 1933 Act Regulations.

                           (6) The consolidated financial statements of the
                  Company and the Operating Partnership incorporated by
                  reference into the Registration Statement and the Prospectus,
                  together with the related schedules and notes, as well as
                  those financial statements, schedules and notes of any other
                  entity included therein, present fairly the financial position
                  of the Company, the Operating Partnership and their
                  consolidated subsidiaries, or such other entities, as the case
                  may be, at the respective dates indicated and the statement of
                  operations, stockholders' equity, partners' equity and cash
                  flows of the Company, the Operating Partnership and their
                  consolidated subsidiaries, or such other entities, as the case
                  may be, for the periods specified. Such financial statements
                  have been prepared in conformity with generally accepted
                  accounting principles ("GAAP") applied on a consistent basis
                  throughout the periods involved. The supporting schedules, if
                  any, included in, or incorporated by reference into, the
                  Registration Statement and the Prospectus present fairly the
                  information required to be stated therein. The selected
                  financial data and the summary financial information included
                  in, or incorporated by reference into, the Prospectus present
                  fairly the information shown therein and have been compiled on
                  a basis consistent with that of the audited financial
                  statements included in, or incorporated by reference into, the
                  Registration Statement and the Prospectus. The Company's and
                  the Operating Partnership's ratios of earnings to fixed
                  charges and preferred stock dividends (actual and, if any, pro
                  forma) included in the Prospectus under the captions "Ratios
                  of Earnings to Fixed Charges and Preferred Stock Dividends"
                  and in Exhibit 12.1 to the Registration Statement have been
                  calculated in compliance with Item 503(d) of Regulation S-K of
                  the Commission. In addition, any pro forma financial
                  statements included in, or incorporated by reference into, the
                  Registration Statement and the Prospectus comply in all
                  material respects with the applicable requirements of Rule
                  11-02 of Regulation S-X of the Commission, and the assumptions
                  used in the preparation thereof are, in the opinion of the
                  Company, reasonable and the adjustments used therein are
                  appropriate to give effect to the transactions and
                  circumstances referred to therein and have been


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                  properly applied to the historical amounts in the compilation
                  of such statements. Other than the historical financial
                  statements (and schedules) included therein, no other
                  historical or pro forma financial statements (or schedules)
                  are required by the 1933 Act or the 1933 Act Regulations to be
                  included in the Registration Statement.

                           (7) Since the respective dates as of which
                  information is given in the Registration Statement and the
                  Prospectus, except as otherwise stated therein, (A) there has
                  been no material adverse change in the condition, financial or
                  otherwise, or in the earnings, assets, business affairs or
                  business prospects of the Company, the Operating Partnership
                  and their Subsidiaries considered as one enterprise (a
                  "Material Adverse Effect"), whether or not arising in the
                  ordinary course of business; (B) no casualty loss or
                  condemnation or other adverse event with respect to any of the
                  interests held directly or indirectly in any of the real
                  properties owned, directly or indirectly, by the Company, the
                  Operating Partnership or their Subsidiaries (the "Properties")
                  has occurred that is material to the Company, the Operating
                  Partnership and their Subsidiaries considered as one
                  enterprise; (C) there have been no transactions entered into
                  by the Company, the Operating Partnership or any Subsidiary,
                  other than those arising in the ordinary course of business,
                  which are material with respect to the Company, the Operating
                  Partnership and their Subsidiaries considered as one
                  enterprise or that would result, upon consummation, in any
                  material inaccuracy in the representations contained in
                  Section 1(a)(6) above; (D) neither the Company, the Operating
                  Partnership nor any Subsidiary has incurred any material
                  obligation or liability, direct, contingent or otherwise; and
                  (E) there has been no material change in the short-term debt
                  or long-term debt of the Company or the Operating Partnership.

                           (8) The Company has been duly organized and is
                  validly existing as a corporation in good standing under the
                  Georgia Business Corporation Code with corporate power and
                  authority to own, lease and operate its properties, to conduct
                  its business as described in the Prospectus and to enter into
                  and perform its obligations under this Agreement, the
                  applicable Terms Agreement, any Deposit Agreement, the Delayed
                  Delivery Contracts (as defined herein), if any and the other
                  agreements to which it is a party. The Company is duly
                  qualified or registered as a foreign corporation to transact
                  business in the States of ________________ and each other
                  jurisdiction in which such qualification or registration is
                  required, whether by reason of the



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                  ownership, leasing or management of property or the conduct of
                  business except where the failure to so qualify or register
                  would not have a Material Adverse Effect.

                           (9) Post GP Holdings, Inc. has been duly organized
                  and is validly existing as a corporation in good standing
                  under the Georgia Business Corporation Code with corporate
                  power and authority to own, lease and operate its properties,
                  to conduct its business as described in the Prospectus and to
                  enter into and perform its obligations under this Agreement,
                  the applicable Terms Agreement, any Deposit Agreement, the
                  Delayed Delivery Contracts, if any and the other agreements to
                  which it is a party. Post GP Holdings, Inc. is duly qualified
                  or registered as a foreign corporation to transact business
                  and is in good standing in the States of Florida, North
                  Carolina, Tennessee and Texas and the Commonwealth of Virginia
                  and each other jurisdiction in which such qualification or
                  registration is required, whether by reason of the ownership,
                  leasing or management of property or the conduct of business
                  except where the failure to so qualify or register would not
                  have a Material Adverse Effect. All of the issued and
                  outstanding shares of capital stock of Post GP Holdings, Inc.
                  have been duly authorized and validly issued and fully paid.

                           (10) Post LP Holdings, Inc. is a corporation duly
                   formed and is validly existing and in good standing under the
                   laws of the State of Georgia. Post LP Holdings, Inc. has the
                   power and authority to own, lease and operate its properties
                   and conduct the business in which it is engaged and, to our
                   knowledge, such corporation is duly qualified as a foreign
                   corporation in the jurisdictions set forth in an exhibit to
                   the opinion. All of the issued and outstanding shares of
                   capital stock of Post LP Holdings, Inc. have been duly
                   authorized and validly issued and fully paid.

                           (11) The Operating Partnership has been duly formed
                  and is validly existing as a limited partnership in good
                  standing under the Georgia Revised Uniform Limited Partnership
                  Act (the "Georgia Act") with partnership power and authority
                  to own, lease and operate its properties, to conduct the
                  business in which it is engaged and to enter into and perform
                  its obligations under this Agreement, the Terms Agreement and
                  the other agreements to which it is a party. The Operating
                  Partnership is duly qualified or registered as a foreign
                  partnership and is in good standing in the States of Florida,
                  North Carolina, Tennessee and Texas and the Commonwealth of
                  Virginia and each other jurisdiction in which such
                  qualification or registration is required, whether by reason
                  of the ownership, leasing or management of property or the
                  conduct of business, except where the


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                  failure to so qualify or register would not have a Material
                  Adverse Effect.

                           (12) Each of the Subsidiaries has been duly formed
                  and is validly existing and in good standing under the laws of
                  its jurisdiction of organization with partnership or corporate
                  power and authority to conduct the business in which it is
                  engaged and to own, lease and operate its properties as
                  described in the Prospectus. Each of the Subsidiaries is duly
                  qualified as a foreign partnership, corporation or other
                  organization to transact business and is in good standing in
                  each jurisdiction in which such qualification is required
                  whether by reason of the ownership or leasing of property, the
                  management of properties by others or the conduct of business
                  except where the failure to so qualify or register would not
                  have a Material Adverse Effect.

                           (13) The capitalization of the Company is as set
                  forth in the Prospectus (except for subsequent issuances
                  thereof, if any, contemplated under this Agreement, pursuant
                  to employee benefit plans referred to in the Prospectus or
                  pursuant to the exercise of convertible securities or options
                  referred to in the Prospectus). Such shares of capital stock
                  have been duly authorized and validly issued by the Company
                  and are fully paid and non-assessable, and none of such shares
                  of capital stock were issued in violation of preemptive or
                  other similar rights arising by operation of law, under the
                  charter and by-laws of the Company or under any agreement to
                  which the Company, the Operating Partnership or any of their
                  subsidiaries is a party, or otherwise.

                           (14) The capitalization of the Operating Partnership
                  is as set forth in the Prospectus and all of the outstanding
                  partnership interests in the Operating Partnership have been
                  duly authorized and validly issued and the capital
                  contributions with respect thereto have been made in full; and
                  the partnership interests owned, directly or indirectly, by
                  the Company are owned in the percentage amount set forth in
                  the Prospectus free and clear of any security interest,
                  mortgage, pledge, lien, encumbrance, claim or equity. The
                  Company, directly or indirectly, is the sole general partner
                  of the Operating Partnership.

                           (15) All of the issued and outstanding shares of
                  capital stock and partnership interests, as the case may be,
                  of each Subsidiary have been validly issued and fully paid and
                  are owned by the Company, the Operating Partnership, another
                  Subsidiary, and/or certain affiliated entities as described in
                  the Registration Statement, in each case free and clear of any
                  security interest, mortgage, pledge, lien,


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                  encumbrance, claim or equity, other than the transfer
                  restrictions set forth in the Option and Transfer Agreement by
                  and among the Operating Partnership, Post Services, Inc., John
                  A. Williams and John T. Glover. The Operating Partnership owns
                  no direct or indirect equity interest in any entity other than
                  its Subsidiaries.

                           (16) Except for transactions described in the
                  Prospectus and transactions in connection with stock and
                  Operating Partnership interests (the "Unit") option and
                  dividend reinvestment plans and exchanges of Units, there are
                  no outstanding securities convertible into or exchangeable for
                  any capital stock of the Company and no outstanding options,
                  rights (preemptive or otherwise) or warrants to purchase or to
                  subscribe for such shares, Units or other securities of the
                  Company, the Operating Partnership or any of their
                  subsidiaries.

                           (17) Each of the Company and the Operating
                  Partnership has full power and authority to enter into and
                  perform its obligations under this Agreement, the applicable
                  Terms Agreement, the Deposit Agreement, if applicable and the
                  Delayed Delivery Contracts (as defined in Section 2 hereof),
                  if any and this Agreement has been, and as of each
                  Representation Date, the applicable Terms Agreement, Deposit
                  Agreement, if any, and the Delayed Delivery Contracts, if any,
                  will have been, duly authorized, executed and delivered by
                  each of the Company and the Operating Partnership and,
                  assuming due authorization and delivery by the other parties
                  thereto, each is a valid and binding agreement of the Company
                  and the Operating Partnership enforceable against the Company
                  and the Operating Partnership in accordance with its terms,
                  except as (A) the enforceability thereof may be limited by
                  bankruptcy, insolvency, reorganization, moratorium or similar
                  laws affecting creditors' rights generally, (B) the
                  availability of equitable remedies may be limited by equitable
                  principles of general applicability, and (C) rights to
                  indemnity and contribution thereunder may be limited by state
                  or federal securities laws or the public policy underlying
                  such laws.

                           (18) The Common Stock has been, or as of the date of
                  the applicable Terms Agreement will have been, duly authorized
                  for issuance and sale to the Underwriters pursuant to this
                  Agreement and, when issued and delivered as provided herein
                  and in the applicable Terms Agreement, the Common Stock will
                  be validly issued, fully paid and non-assessable; the
                  Preferred Stock has been, or as of the date of the applicable
                  Terms Agreement will have been, duly authorized and classified
                  and when Articles of Amendment setting the terms of the
                  Preferred Stock are duly executed and filed with the Secretary
                  of State of the State of Georgia and the Preferred Stock is


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                  duly paid for, sold and issued, and certificates therefor are
                  duly executed, countersigned and delivered as provided herein
                  and in the applicable Terms Agreement or any Delayed Delivery
                  Contract, the Preferred Stock will be validly issued, fully
                  paid and non-assessable; when Depositary Receipts evidencing
                  any Depositary Shares are issued and delivered against deposit
                  of Preferred Stock and against payment for the Depositary
                  Shares pursuant to this Agreement, the Terms Agreement
                  relating to the Depositary Shares and the Deposit Agreement,
                  the Preferred Stock will be validly issued, fully paid and
                  non-assessable, and the Depositary Receipts will be legally
                  issued and will entitle the holders thereof to the rights
                  specified in the Depositary Receipts and the Deposit
                  Agreement; the Preferred Stock, if applicable, conforms to the
                  Articles of Amendment; the Underwritten Securities being sold
                  pursuant to the applicable Terms Agreement conform, in all
                  material respects, to the descriptions thereof contained in
                  the Prospectus; and the issuance of the Underwritten
                  Securities is not subject to preemptive or similar rights.

                           (19) Before the Closing Time for any Depositary
                  Shares, the Deposit Agreement will be duly authorized and
                  executed by the Company, and assuming due authorization,
                  execution and delivery by the Depositary, the Deposit
                  Agreement will constitute a valid and legally binding
                  instrument of the Company enforceable against the Company in
                  accordance with its terms, except as (A) the enforceability
                  thereof may be limited by bankruptcy, insolvency,
                  reorganization, moratorium or similar laws affecting
                  creditors' rights generally, (B) the availability of equitable
                  remedies may be limited by equitable principles of general
                  applicability, and (C) rights to indemnity and contribution
                  thereunder may be limited by state or federal securities laws
                  or the public policy underlying such laws.

                           (20) If applicable, the Common Stock issuable upon
                  conversion of any of the Preferred Stock or the Depositary
                  Shares have been, or as of the date of such Terms Agreement
                  will have been, duly and validly authorized and reserved for
                  issuance by the Company upon such conversion by all necessary
                  action and such shares, when issued upon such conversion, will
                  be duly and validly issued, fully paid and non-assessable and
                  the issuance of such shares upon such conversion will not be
                  subject to preemptive or other similar rights arising by
                  operation of law, under the charter and by-laws of the Company
                  or under any agreement to which the Company or any of its
                  subsidiaries is a party, or otherwise. The Common Stock
                  issuable upon conversion of any of the Preferred Stock or
                  Depositary Shares will conform in all material respects to the
                  descriptions thereof in the Prospectus.



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                           (21) The Underwritten Securities being sold pursuant
                  to the applicable Terms Agreement and each applicable Deposit
                  Agreement, as of the date of the Prospectus, and any
                  Underlying Securities, when issued and delivered in accordance
                  with the terms of the related Underwritten Securities, will
                  conform in all material respects to the statements relating
                  thereto contained in the Prospectus and will be in
                  substantially the form filed or incorporated by reference, as
                  the case may be, as an exhibit to the Registration Statement.

                           (22) Neither the Company, the Operating Partnership
                  nor any of their Subsidiaries is in violation of its charter,
                  by-laws, certificate of limited partnership, partnership
                  agreement or LLC agreement, as the case may be, or in default
                  in the performance or observance of any obligation, agreement,
                  covenant or condition contained in any contract, indenture,
                  mortgage, deed of trust, loan or credit agreement, note, lease
                  or other agreement or instrument to which it or any of them is
                  a party or by which any of them may be bound, or to which any
                  of their property or assets is subject, except for such
                  defaults that would not result in a Material Adverse Effect.
                  The execution, delivery and performance of this Agreement or
                  the applicable Terms Agreement or any Deposit Agreement and
                  the transactions contemplated herein or therein including the
                  issuance, sale and delivery of the Underwritten Securities and
                  the use of the proceeds from the sale of the Underwritten
                  Securities as described in the Prospectus under the caption
                  "Use of Proceeds," and compliance by the Company and the
                  Operating Partnership with its obligations hereunder and
                  thereunder (A) do not and will not, whether with or without
                  the giving of notice or passage of time or both, conflict with
                  or constitute a breach of, or default or Repayment Event (as
                  defined below) under, or result in the creation or imposition
                  of any lien, charge or encumbrance upon any assets, properties
                  or operations of the Company, the Operating Partnership or any
                  of their Subsidiaries pursuant to, any material contract,
                  indenture, mortgage, deed of trust, loan or credit agreement,
                  note, lease or other agreement or instrument to which the
                  Company, the Operating Partnership or any of their
                  Subsidiaries is a party or by which it or any of them may be
                  bound, or to which any of their properties or assets is
                  subject, nor (B) will such action result in any violation of
                  the provisions of the (i) charter, bylaws, LLC agreement or
                  partnership agreement of the Company, the Operating
                  Partnership or any Subsidiary, as the case may be, or (ii) any
                  applicable law, statute, rule, regulation, judgment, order,
                  writ or decree of any government, government agency or court,
                  domestic or foreign, having jurisdiction over the Company, the
                  Operating Partnership or any Subsidiary or any of their
                  assets, properties or operations. As used herein, a "Repayment
                  Event" means any event or condition which gives the



                                      -12-
   13

                  holder of any note, debenture or other evidence of
                  indebtedness (or any person acting on such holder's behalf)
                  the right to require the repurchase, redemption or repayment
                  of all or a portion of such indebtedness by the Company, the
                  Operating Partnership or any Subsidiary.

                           (23) No labor dispute with the employees of the
                  Company, the Operating Partnership or any Subsidiary exists
                  or, to the knowledge of the Company and the Operating
                  Partnership, is imminent, which may result in a Material
                  Adverse Effect.

                           (24) There is no action, suit or proceeding before or
                  by any court or governmental agency or body, domestic or
                  foreign, now pending, or to the knowledge of the Company or
                  the Operating Partnership threatened, against or affecting the
                  Company, the Operating Partnership, any Subsidiary thereof,
                  any Property or any officer or director of the foregoing,
                  which is required to be disclosed in the Registration
                  Statement and the Prospectus (other than as stated therein),
                  or which might result in a Material Adverse Effect, or which
                  might materially and adversely affect the consummation of this
                  Agreement or the applicable Terms Agreement or any Deposit
                  Agreement or the Delayed Delivery Contracts or the
                  transactions contemplated herein or therein. There is no
                  pending legal or governmental proceedings to which the
                  Company, the Operating Partnership or any Subsidiary is a
                  party or of which any of their respective assets or properties
                  is subject which might result in a Material Adverse Effect.

                           (25) There are no contracts or documents of the
                  Company or the Operating Partnership which are required to be
                  described in the Registration Statement, the Prospectus or the
                  documents incorporated by reference therein or to be filed as
                  exhibits thereto which have not been so described and/or filed
                  as required.

                           (26) No authorization, approval or consent of any
                  court or governmental authority or agency is necessary or
                  required for the performance by the Company and the Operating
                  Partnership of their obligations under this Agreement or the
                  applicable Terms Agreement or in connection with the
                  transactions contemplated under this Agreement, such Terms
                  Agreement or any Deposit Agreement, except such as have been
                  already obtained or as may be required under the 1933 Act, the
                  1933 Act Regulations or state securities or real estate
                  syndication laws.



                                      -13-
   14

                           (27) The Company, the Operating Partnership and their
                  Subsidiaries own or possess trademarks, service marks, trade
                  names or other intellectual property (collectively,
                  "Intellectual Property") necessary to carry on the business
                  now operated by them, and neither the Company, the Operating
                  Partnership nor any of their Subsidiaries has received any
                  notice or is otherwise aware of any infringement of or
                  conflict with asserted rights of others with respect to any
                  Intellectual Property or of any facts or circumstances which
                  would render any Intellectual Property invalid or inadequate
                  to protect the interest of the Company, the Operating
                  Partnership or any of their Subsidiaries therein, and which
                  infringement or conflict (if the subject of any unfavorable
                  decision, ruling or finding) or invalidity or inadequacy,
                  singly or in the aggregate, would result in a Material Adverse
                  Effect.

                           (28) Each of the Company, the Operating Partnership
                  and their Subsidiaries has all permits, licenses, approvals,
                  consents, certificates and other authorizations of and from
                  (collectively, "Governmental Licenses") and has made all
                  declarations and filings with, all appropriate federal, state,
                  local, foreign and other governmental authorities, all
                  self-regulatory organizations and all courts and other
                  tribunals required for it to own, lease, license and use its
                  properties and assets and to conduct its business in the
                  manner described in the Registration Statement and the
                  Prospectus, other than such Governmental Licenses the absence
                  of which, singly or in the aggregate, could result in a
                  Material Adverse Effect. Neither the Company, the Operating
                  Partnership nor any of their Subsidiaries has received any
                  notice of proceedings relating to the revocation or
                  modification of any such Governmental Licenses which, singly
                  or in the aggregate, if the subject of an unfavorable
                  decision, ruling or finding, would result in a Material
                  Adverse Effect.

                           (29) (A) The Company and the Operating Partnership
                  have good and marketable fee simple title to the land
                  underlying the Properties (or, in the case of the Property
                  known as "Post Renaissance," a good and marketable leasehold
                  interest in the land underlying such Property) and good and
                  marketable title to the improvements thereon and all other
                  assets that are required for the effective operation of such
                  Properties in the manner in which they currently are operated,
                  subject, however, to existing mortgages on such Properties, to
                  utility easements serving such Properties, to liens of ad
                  valorem taxes not due and payable as of the Closing Time, to
                  zoning and similar governmental land use matters affecting
                  such Properties that are consistent with the current uses of
                  such Properties, to matters of title not adversely affecting
                  marketability of title to such Properties, other statutory
                  liens not due and payable as of the Closing Time, title



                                      -14-
   15


                  matters that may be material in character, amount or extent
                  but which do not materially detract from the value, or
                  interfere with the use of, the Properties or otherwise
                  materially impair the business operations being conducted or
                  proposed to be conducted thereon, ownership of cable
                  television lines and facilities serving one or more of such
                  Properties by the cable television providers or their
                  affiliates, service marks and trade names used in connection
                  with such Properties, and ownership by others of certain items
                  of equipment and other items of personal property that are not
                  material to the conduct of business operations at such
                  Properties; (B) the ground lease under which the Company and
                  the Operating Partnership lease the land on which the Property
                  known as "Post Renaissance" is located is in full force and
                  effect, and the Company and the Operating Partnership are not
                  in default in respect of any of the terms or provisions of
                  such lease and the Company and the Operating Partnership have
                  not received notice of the assertion of any claim by anyone
                  adverse to the Company's or the Operating Partnership's rights
                  as lessee under such lease, or affecting or questioning the
                  Company's or the Operating Partnership's right to the
                  continued possession or use of the Property under such lease
                  or of a default under such lease, other than claims which
                  would not have a Material Adverse Effect; (C) all liens,
                  charges, encumbrances, claims, or restrictions on or affecting
                  any of the Properties and the assets of the Company and the
                  Operating Partnership or any Subsidiary which are required to
                  be disclosed in the Prospectus are disclosed therein; (D) none
                  of the Company and the Operating Partnership or any tenant of
                  any of the Properties is in default under any of the leases
                  pursuant to which the Company and the Operating Partnership,
                  as lessor, leases its Property (and the Company and the
                  Operating Partnership do not know of any event which, but for
                  the passage of time or the giving of notice, or both, would
                  constitute a default under any of such leases) other than such
                  defaults that would not have a Material Adverse Effect; (E) no
                  person has an option or right of first refusal to purchase all
                  or part of any Property or any interest therein; (F) each of
                  the Properties complies with all applicable codes, laws and
                  regulations (including, without limitation, building and
                  zoning codes, laws and regulations and laws relating to access
                  to the Properties), except to the extent disclosed in the
                  Prospectus and except for such failures to comply that would
                  not individually or in the aggregate have a Material Adverse
                  Effect; (G) the Company and the Operating Partnership do not
                  have knowledge of any pending or threatened condemnation
                  proceedings, zoning change, or other similar proceeding or
                  action that will in any manner affect the size of, use of,
                  improvements on, construction on or access to the Properties,
                  except such proceedings or actions that would not have a
                  Material Adverse Effect; and (H) other than with respect to
                  the



                                      -15-
   16

                  Property known as "Post Woods," the Company and the Operating
                  Partnership are the beneficiaries of title insurance on the
                  Properties in amounts that were commercially reasonable at the
                  time such policies were issued, and in each case such title
                  insurance is in full force and effect.

                           (30) The Company and the Operating Partnership are
                  not, and upon the issuance and sale of the Underwritten
                  Securities as herein contemplated and the application of the
                  net proceeds therefrom as described in the Prospectus will not
                  be, an "investment company" within the meaning of the
                  Investment Company Act of 1940, as amended (the "1940 Act").

                           (31) Except as disclosed in the Prospectus, (A) each
                  Property, including, without limitation, the Environment (as
                  defined below) at each Property, is free of any Hazardous
                  Substance (as defined below) in violation of any Environmental
                  Law (as defined below) applicable to the Properties except for
                  any Hazardous Substance that would have any Material Adverse
                  Effect; (B) none of the Company, the Operating Partnership or
                  any Subsidiary has caused or suffered to occur any Release (as
                  defined below) of any Hazardous Substance into the Environment
                  on, in, under or from any Property in violation of any
                  Environmental Law applicable to such Property, and no
                  condition exists on, in or under any Property or, to the
                  knowledge of the Company or the Operating Partnership, any
                  property adjacent to any Property that could result in the
                  occurrence of material liabilities under, or any material
                  violations of, any Environmental Law applicable to such
                  Property, give rise to the imposition of any Lien (as defined
                  below) under any Environmental Law, or cause or constitute a
                  health, safety or environmental hazard to any property, person
                  or entity; (C) none of the Company, the Operating Partnership
                  or any Subsidiary is engaged in or intends to engage in any
                  manufacturing or any similar operations at any Property that
                  (1) require the use, handling, transportation, storage,
                  treatment or disposal of any Hazardous Substance (other than
                  paints, stains, cleaning solvents, insecticides, herbicides,
                  or other substances that are used in the ordinary course of
                  operating any Property and in compliance with all applicable
                  Environmental Laws) or (2) require permits or are otherwise
                  regulated pursuant to any Environmental Law; (D) none of the
                  Company, the Operating Partnership or any Subsidiary has
                  received any notice of a claim under or pursuant to any
                  Environmental Law applicable to a Property or under common law
                  pertaining to Hazardous Substances on any Property or
                  pertaining to other property at which Hazardous Substances
                  generated at any Property have come to be located; (E) none of
                  the Company, the Operating Partnership or



                                      -16-
   17

                  any Subsidiary has received any notice from any Governmental
                  Authority (as defined below) claiming any violation of any
                  Environmental Law that is uncured or unremediated as of the
                  date hereof; and (F) no Property (1) is included or to the
                  knowledge of the Company, the Operating Partnership or any
                  Subsidiary, proposed for inclusion on the National Priorities
                  List issued pursuant to CERCLA (as defined below) by the
                  United States Environmental Protection Agency (the "EPA") or
                  on the Comprehensive Environmental Response, Compensation, and
                  Liability Information System database maintained by the EPA as
                  a potential CERCLA removal, remedial or response site or (2)
                  is included or proposed for inclusion on, any similar list of
                  potentially contaminated sites pursuant to any other
                  applicable Environmental Law nor has the Company, the
                  Operating Partnership, or any subsidiary received any written
                  notice from the EPA or any other Governmental Authority
                  proposing the inclusion of any Property on such list.

                           As used herein, "Hazardous Substance" shall include,
                  without limitation, any hazardous substance, hazardous waste,
                  toxic or dangerous substance, pollutant, solid waste or
                  similarly designated materials, including, without limitation,
                  oil, petroleum, or any petroleum-derived substance or waste,
                  asbestos or asbestos-containing materials, PCBs, pesticides,
                  explosives, radioactive materials, dioxins, urea formaldehyde
                  insulation or any constituent of any such substance, pollutant
                  or waste, including any such substance, pollutant or waste
                  identified, listed or regulated under any Environmental Law
                  (including, without limitation, materials listed in the United
                  States Department of Transportation Optional Hazardous
                  Material Table, 49 C.F.R. ss. 172.101, as the same may now or
                  hereafter be amended, or in the EPA's List of Hazardous
                  Substances and Reportable Quantities, 40 C.F.R. Part 3202, as
                  the same may now or hereafter be amended); "Environment" shall
                  mean any surface water, drinking water, ground water, land
                  surface, subsurface strata, river sediment, buildings,
                  structures, and ambient, workplace and indoor air;
                  "Environmental Law" shall mean the Comprehensive Environmental
                  Response, Compensation and Liability Act, as amended (42
                  U.S.C. ss. 9601, et seq.) ("CERCLA"), the Resource
                  Conservation Recovery Act, as amended (42 U.S.C. ss. 6901, et
                  seq.), the Clean Air Act, as amended (42 U.S.C. ss. 7401, et
                  seq.), the Clean Water Act, as amended (33 U.S.C. ss. 1251, et
                  seq.), the Occupational Safety and Health Act of 1970, as
                  amended (15 U.S.C. ss. 2601, et seq.), the Toxic Substances
                  Control Act, as amended (29 U.S.C. ss. 651, et seq.), the
                  Hazardous Materials Transportation Act, as amended (49 U.S.C.
                  ss. 1801, et seq.), together with all rules, regulations and
                  orders promulgated thereunder and all other federal, state and
                  local laws, ordinances, rules, regulations and orders relating



                                      -17-
   18

                  to the protection of the environment or of human health from
                  environmental effects; "Governmental Authority" shall mean any
                  federal, state or local governmental office, agency or
                  authority having the duty or authority to promulgate,
                  implement or enforce any Environmental Law; "Lien" shall mean,
                  with respect to any Property, any material mortgage, deed of
                  trust, pledge, security interest, lien, encumbrance, penalty,
                  fine, charge, assessment, judgment or other liability in, on
                  or affecting such Property; and "Release" shall mean any
                  spilling, leaking, pumping, pouring, emitting, emptying,
                  discharging, injecting, escaping, leaching, dumping, emanating
                  or disposing of any Hazardous Substance into the Environment,
                  including, without limitation, the abandonment or discard of
                  barrels, containers, tanks (including, without limitation,
                  underground storage tanks) or other receptacles containing or
                  previously containing any Hazardous Substance or any release,
                  emission, discharge or similar term, as those terms are
                  defined or used in any Environmental Law.

                           (32) Each of the Company, the Operating Partnership
                  and their Subsidiaries is insured by insurers of recognized
                  financial responsibility against such losses and risks and in
                  such amounts as are prudent and customary in the businesses in
                  which they are engaged.

                           (33) The Company was organized and has operated in
                  conformity with the requirements for qualification and
                  taxation as a REIT for each of its taxable years beginning
                  with the taxable year ended December 31, 1993, and its current
                  organization and method of operation should enable it to
                  continue to meet the requirements for qualification and
                  taxation as a REIT.

                           (34) The Operating Partnership and each of the
                  Subsidiary Partnerships are properly classified as
                  partnerships, and not as corporations or as associations
                  taxable as corporations, for Federal income tax purposes
                  throughout the period from July 22, 1993 through the date
                  hereof, or, in the case of any Subsidiary Partnerships that
                  have terminated, through the date of termination of such
                  Subsidiary Partnerships.

                           (35) Each of the Company, the Operating Partnership
                  and their Subsidiaries has filed all federal, state, local and
                  foreign income tax returns which have been required to be
                  filed (except in any case in which the failure to file would
                  not have a Material Adverse Effect) and has paid all taxes
                  required to be paid and any other assessment, fine or penalty
                  levied against it, to the extent that any of the foregoing is
                  due and payable, except in all cases for any such tax,
                  assessment, fine



                                      -18-
   19

                  or penalty that is being contested in good faith.

                           (36) The Common Stock will be listed on the New York
                  Stock Exchange on the applicable Representation Date and at
                  the applicable Closing Time. If so stated in the applicable
                  Prospectus Supplement, as of the applicable Representation
                  Date, the Preferred Stock will have been approved for listing
                  on the New York Stock Exchange upon official notice of
                  issuance.

                           (37) Unless otherwise agreed by you, the Preferred
                  Stock will have an investment grade rating from one or more
                  nationally recognized statistical rating organizations at the
                  Representation Date and at the applicable Closing Time.

                  (b) Any certificate signed by any officer of the Company, the
Operating Partnership or any Subsidiary and delivered to you or to counsel for
the Underwriters in connection with the offering of the Underwritten Securities
shall be deemed a representation and warranty by the Company and the Operating
Partnership to each Underwriter as to the matters covered thereby on the date of
such certificate and, unless subsequently amended or supplemented, at each
Representation Date subsequent thereto.

                  SECTION 2.  Sale and Delivery to Underwriters; Closing.

                  (a) The several commitments of the Underwriters to purchase
the Underwritten Securities pursuant to the applicable Terms Agreement shall be
deemed to have been made on the basis of the representations and warranties
herein contained and shall be subject to the terms and conditions set forth
herein or in the applicable Terms Agreement.

                  (b) In addition, on the basis of the representations and
warranties herein contained and subject to the terms and conditions herein set
forth, the Company may grant, if so provided in the applicable Terms Agreement
relating to the Initial Underwritten Securities, an option to the Underwriters
named in such Terms Agreement, severally and not jointly, to purchase up to the
number of the Option Underwritten Securities set forth therein at a price per
Option Underwritten Security equal to the price per Initial Underwritten
Security, less an amount equal to any dividends or distributions declared by the
Company or the Operating Partnership and paid or payable on the Initial
Underwritten Securities but not payable on the Option Underwritten Securities.
Such option, if granted, will expire 30 days or such lesser number of days as
may be specified in the applicable Terms Agreement after the Representation Date
relating to the Initial Underwritten Securities, and may be exercised in whole
or in part from time to time only for the purpose of covering over-allotments
which may be made in connection with the offering and distribution of the
Initial Underwritten Securities upon notice



                                      -19-
   20

by you to the Company setting forth the number of Option Underwritten Securities
as to which the several Underwriters are then exercising the option and the
time, date and place of payment and delivery for such Option Underwritten
Securities. Any such time and date of payment and delivery (each, a "Date of
Delivery") shall be determined by you, but shall not be later than seven full
business days and not be earlier than two full business days after the exercise
of said option, unless otherwise agreed upon by you and the Company. If the
option is exercised as to all or any portion of the Option Underwritten
Securities, each of the Underwriters, acting severally and not jointly, will
purchase that proportion of the total number of Option Underwritten Securities
then being purchased which the number of Initial Underwritten Securities each
such Underwriter has severally agreed to purchase as set forth in such Terms
Agreement bears to the total number of Initial Underwritten Securities, subject
to such adjustments as you in your discretion shall make to eliminate any sales
or purchases of a fractional number of Option Underwritten Securities.

                  (c) Payment of the purchase price for, and delivery of, the
Initial Underwritten Securities to be purchased by the Underwriters shall be
made at the offices of Hogan & Hartson L.L.P., 555 Thirteenth Street, N.W.,
Washington, D.C. 20004, or at such other place as shall be agreed upon by you
and the Company, at 9:00 a.m. (Eastern time) on the fourth business day (or the
third business day if required under Rule 15c6-1 of the 1934 Act, or unless
postponed in accordance with the provisions of Section 10) following the date of
the applicable Terms Agreement, or such other time as shall be agreed upon by
you and the Company (each such time and date of payment and delivery being
herein called a "Closing Time"). In addition, in the event that the Underwriters
have exercised their option, if any, to purchase any or all of the Option
Underwritten Securities, payment of the purchase price for, and delivery of such
Option Underwritten Securities, shall be made at the above-mentioned offices of
Hogan & Hartson L.L.P., or at such other place as shall be agreed upon by you
and the Company, on the relevant Date of Delivery as specified in the notice
from you to the Company or the Operating Partnership.

                  Payment shall be made to the Company by wire transfer or by
certified or official bank check or checks drawn in Federal or similar same-day
funds payable to the order of the Company against delivery to you for the
respective accounts of the Underwriters of the Underwritten Securities to be
purchased by them. It is understood that each Underwriter has authorized you,
for its account, to accept delivery of, receipt for, and make payment of the
purchase price, for the Underwritten Securities which it has severally agreed to
purchase. You, individually and not as representative of the Underwriters, may
(but shall not be obligated to) make payment of the purchase price for the
Underwritten Securities to be purchased by any Underwriter whose check has not
been received by the Closing Time or the relevant Date of Delivery, as the case
may be, but such payment shall not relieve such Underwriter from its obligations
hereunder.




                                      -20-
   21

                  (d) The Underwritten Securities, or, if applicable, Depositary
Receipts evidencing the Depositary Shares, shall be in such authorized
denominations and registered in such names as you may request in writing at
least two full business days prior to the applicable Closing Time or the
relevant Date of Delivery, as the case may be. The Underwritten Securities will
be made available for examination and packaging by you on or before the first
business day prior to the Closing Time or the relevant Date of Delivery, as the
case may be.

                  If authorized by the applicable Terms Agreement, the
Underwriters named therein may solicit offers to purchase Underwritten
Securities from the Company pursuant to delayed delivery contracts ("Delayed
Delivery Contracts") substantially in the form of Exhibit B hereto with such
changes therein as the Company may approve. As compensation for arranging
Delayed Delivery Contracts, the Company will pay to you at Closing Time, for the
respective accounts of the Underwriters, a fee specified in the applicable Terms
Agreement for each of the Underwritten Securities for which Delayed Delivery
Contracts are made at the applicable Closing Time as is specified in the
applicable Terms Agreement. Any Delayed Delivery Contracts are to be with
institutional investors of the types described in the Prospectus. At the
applicable Closing Time, the Company will enter into Delayed Delivery Contracts
(for not less than the minimum number of Underwritten Securities per Delayed
Delivery Contract specified in the applicable Terms Agreement) with all
purchasers proposed by the Underwriters and previously approved by the Company
as provided below, but not for an aggregate number of Underwritten Securities in
excess of that specified in the applicable Terms Agreement. The Underwriters
will not have any responsibility for the validity or performance of Delayed
Delivery Contracts.

                  You shall submit to the Company, at least three business days
prior to the applicable Closing Time, the names of any institutional investors
with which it is proposed that the Company will enter into Delayed Delivery
Contracts and the number of Underwritten Securities to be purchased by each of
them, and the Company will advise you, at least two business days prior to the
applicable Closing Time, of the names of the institutions with which the making
of Delayed Delivery Contracts is approved by the Company and the number of
Underwritten Securities to be covered by each such Delayed Delivery Contract.

                  The number of Underwritten Securities agreed to be purchased
by the several Underwriters pursuant to the applicable Terms Agreement shall be
reduced by the number of Underwritten Securities covered by Delayed Delivery
Contracts, as to each Underwriter as set forth in a written notice delivered by
you to the Company; provided, however, that the total number of Underwritten
Securities to be purchased by all Underwriters shall be the total number of
Underwritten Securities covered by the applicable Terms Agreement, less the
number of Underwritten Securities covered by Delayed Delivery Contracts.



                                      -21-
   22

                  SECTION 3. Covenants of the Company and the Operating
Partnership. Each of the Company and the Operating Partnership covenants with
you and with each Underwriter participating in the offering of Underwritten
Securities, as follows:

                           (a) In respect of each offering of Underwritten
                  Securities, the Company will prepare a Prospectus Supplement
                  setting forth the number of Underwritten Securities covered
                  thereby and their terms not otherwise specified in the
                  Prospectus pursuant to which the Underwritten Securities are
                  being issued, the names of the Underwriters participating in
                  the offering and the number of Underwritten Securities which
                  each severally has agreed to purchase, the names of the
                  Underwriters acting as co-managers in connection with the
                  offering, the price at which the Underwritten Securities are
                  to be purchased by the Underwriters from the Company, the
                  initial public offering price, if any, the selling concession
                  and reallowance, if any, any delayed delivery arrangements,
                  and such other information as you and the Company deem
                  appropriate in connection with the offering of the
                  Underwritten Securities; and the Company will promptly
                  transmit copies of the Prospectus Supplement to the Commission
                  for filing pursuant to Rule 424(b) of the 1933 Act Regulations
                  within the time period required by such Rule and will furnish
                  to the Underwriters named therein as many copies of the
                  Prospectus and such Prospectus Supplement as you shall
                  reasonably request. If, at the time that the Registration
                  Statement became effective, any information shall have been
                  omitted therefrom in reliance upon Rule 430A of the 1933 Act
                  Regulations, then immediately following execution of the
                  applicable Terms Agreement, the Company will prepare, and file
                  or transmit for filing with the Commission in accordance with
                  such Rule 430A and Rule 424(b) of the 1933 Act Regulations,
                  copies of an amended Prospectus or, if required by such Rule
                  430A, a post-effective amendment to the Registration Statement
                  (including an amended Prospectus), including all information
                  so omitted.

                           (b) The Company will notify you immediately, and
                  confirm such notice in writing, of (i) the effectiveness of
                  any amendment to the Registration Statement, (ii) the
                  transmittal to the Commission for filing of any Prospectus
                  Supplement or other supplement or amendment to the Prospectus
                  or any document to be filed pursuant to the 1934 Act, (iii)
                  the receipt of any comments from the Commission, (iv) any
                  request by the Commission for any amendment to the
                  Registration Statement or any amendment or supplement to the
                  Prospectus or for additional information, and (v) the issuance
                  by the Commission of any stop order suspending the
                  effectiveness of the Registration Statement or of any order
                  preventing or suspending the



                                      -22-
   23

                  use of any preliminary prospectus, or of the suspension of the
                  qualification of the Underwritten Securities or offering or
                  sale in any jurisdiction, or of any proceedings for any of
                  such purposes; and the Company will make every reasonable
                  effort to prevent the issuance of any such stop order and, if
                  any stop order is issued, to obtain the lifting thereof at the
                  earliest possible moment.

                           (c) At any time when the Prospectus is required to be
                  delivered under the 1933 Act or the 1934 Act in connection
                  with sales of the Underwritten Securities, the Company will
                  give you notice of its intention to file or prepare any
                  amendment to the Registration Statement (including any filing
                  under Rule 462(b) of the 1933 Act Regulations), any Term Sheet
                  or any amendment, supplement or revision to either the
                  prospectus included in the Registration Statement at the time
                  it became effective or to the Prospectus, whether pursuant to
                  the 1933 Act, the 1934 Act or otherwise, and will furnish you
                  with copies of any such documents a reasonable amount of time
                  prior to such proposed filing or use, as the case may be, and
                  will not file or use any such document to which you or counsel
                  for the Underwriters shall object.

                           (d) The Company has furnished or will deliver to you
                  and counsel for the Underwriters, without charge, as many
                  signed copies of the Registration Statement as originally
                  filed and of each amendment thereto (including exhibits filed
                  therewith or incorporated by reference therein and documents
                  incorporated or deemed to be incorporated by reference
                  therein) and copies of all consents and certificates of
                  experts, and will also deliver to you without charge, as many
                  conformed copies of the Registration Statement as originally
                  filed and of each amendment thereto (without exhibits) as you
                  may reasonably request. The copies of the Registration
                  Statement and each amendment thereto furnished to the
                  Underwriters will be identical to the electronically
                  transmitted copies thereof filed with the Commission pursuant
                  to EDGAR, except to the extent permitted by Regulation S-T.

                           (e) The Company will deliver to each Underwriter,
                  without charge, as many copies of each preliminary prospectus
                  as such Underwriter may reasonably request, and the Company
                  and the Operating Partnership hereby consent to the use of
                  such copies for purposes permitted by the 1933 Act. The
                  Company will furnish to each Underwriter, without charge,
                  during the period when the Prospectus is required to be
                  delivered under the 1933 Act or the 1934 Act, such number of
                  copies of the Prospectus as such Underwriter may reasonably
                  request. If applicable, the Prospectus and any amendments or
                  supplements thereto furnished to the Underwriters



                                      -23-
   24

                  will be identical to the electronically transmitted copies
                  thereof filed with the Commission pursuant to EDGAR, except to
                  the extent permitted by Regulation S-T.

                           (f) The Company will comply with the 1933 Act
                  Regulations and the 1934 Act and the 1934 Act Regulations so
                  as to permit the completion of the distribution of the
                  Underwritten Securities as contemplated in this Agreement and
                  the applicable Terms Agreement and in the Registration
                  Statement and the Prospectus. If at any time when the
                  Prospectus is required by the 1933 Act or the 1934 Act to be
                  delivered in connection with sales of the Underwritten
                  Securities, any event shall occur or condition shall exist as
                  a result of which it is necessary, in the reasonable opinion
                  of counsel for the Underwriters or for the Company, to amend
                  or supplement the Prospectus in order that the Prospectus will
                  not include an untrue statement of a material fact or omit to
                  state any material fact necessary in order to make the
                  statements therein, in light of the circumstances existing at
                  the time it is delivered to a purchaser, not misleading, or if
                  it shall be necessary, in the reasonable opinion of either of
                  such counsel, at any such time to amend or supplement the
                  Registration Statement or the Prospectus in order to comply
                  with the requirements of the 1933 Act or the 1933 Act
                  Regulations, then the Company will promptly prepare and file
                  with the Commission such amendment or supplement in form and
                  substance reasonably satisfactory to counsel for the
                  Underwriters, whether by filing documents pursuant to the 1933
                  Act, the 1934 Act, or otherwise, as may be necessary to
                  correct such statement or omission or to make the Registration
                  Statement or the Prospectus comply with such requirements, and
                  the Company will furnish to the Underwriters, without charge,
                  such number of copies of such amendment or supplement as the
                  Underwriters may reasonably request.

                           (g) The Company will use its best efforts, in
                  cooperation with the Underwriters, to qualify the Underwritten
                  Securities and any related Underlying Securities for offering
                  and sale under the applicable securities laws and real estate
                  syndication laws of such states and other jurisdictions
                  (domestic or foreign) as you may designate and to maintain
                  such qualifications in effect; provided, however, that the
                  Company shall not be obligated to file any general consent
                  service of process or to qualify as a foreign corporation in
                  any jurisdiction in which it is not so qualified or to subject
                  itself to taxation in respect to doing business in any
                  jurisdiction in which it is not otherwise so subject. In each
                  jurisdiction in which the Underwritten Securities or any
                  related Underlying Securities have been so qualified, the
                  Company will file such statements and reports as may be
                  required by the laws of such jurisdiction to continue such
                  qualification in effect



                                      -24-
   25

                  for so long as may be required for the distribution of the
                  Underwritten Securities or any related Underlying Securities.

                           (h) With respect to each sale of Underwritten
                  Securities, the Company and the Operating Partnership will
                  make generally available to its security holders as soon as
                  practicable, but not later than 90 days after the close of the
                  period covered thereby, an earning statement (in form
                  complying with the provisions of Rule 158 of the 1933 Act
                  Regulations) covering a 12-month period beginning not later
                  than the first day of the Company's fiscal quarter next
                  following the "effective date" (as defined in such Rule 158)
                  of the Registration Statement.

                           (i) If the applicable Terms Agreement specifies that
                  any related Underlying Securities include Common Stock or
                  Preferred Stock, the Company shall reserve and keep available
                  at all times, free of preemptive or other similar rights, a
                  sufficient number of shares of Common Stock and/or Preferred
                  Stock, as applicable, for the purpose of enabling the Company
                  to satisfy any obligations to issue such Underlying Securities
                  upon conversion of the Preferred Stock or Depositary Shares,
                  as applicable.

                           (j) The Company will use the net proceeds received by
                  it from the sale of the Underwritten Securities in the manner
                  specified in the Prospectus under "Use of Proceeds."

                           (k) The Company will file with the New York Stock
                  Exchange, Inc. all documents and notices required by the New
                  York Stock Exchange, Inc. of companies that have securities
                  listed in such exchange and, to the extent the Preferred Stock
                  or Common Stock are listed on the New York Stock Exchange,
                  Inc., the Company will use its best efforts to maintain the
                  listing of any such Underwritten Securities on the New York
                  Stock Exchange, Inc.

                           (l) The Company and the Operating Partnership will
                  not, between the date of the applicable Terms Agreement and
                  the termination of any trading restrictions or the applicable
                  Closing Time, whichever is later, with respect to the
                  Underwritten Securities covered thereby, without your prior
                  written consent, offer or sell, grant any option for the sale
                  of, or enter into any agreement to sell, any securities of the
                  same class or series or ranking on a parity with such
                  Underwritten Securities (other than the Underwritten
                  Securities which are to be sold pursuant to such Terms
                  Agreement) or, if such Terms Agreement relates to Underwritten
                  Securities that are convertible into Common Stock, any Common
                  Stock or any security convertible into Common Stock (except
                  for Common Stock issued



                                      -25-
   26

                  pursuant to reservations, agreements, employee benefit plans,
                  dividend reinvestment plans, or employee and trustee share
                  options plans), except as may otherwise be provided in the
                  applicable Terms Agreement.

                           (m) The Company, during the period when the
                  Prospectus is required to be delivered under the 1933 Act or
                  the 1934 Act, will file all documents required to be filed
                  with the Commission pursuant to Section 13, 14 or 15 of the
                  1934 Act within the time periods required by the 1934 Act and
                  the 1934 Act Regulations.

                           (n) On or prior to the Closing Time, the Company will
                  cause Articles of Amendment relating to the Preferred Stock or
                  Preferred Stock represented by Depositary Shares, if any, to
                  be filed with the Secretary of State of the State of Georgia
                  in accordance with the Georgia Business Corporation Code.

                           (o) The Company will continue to elect to qualify as
                  a "real estate investment trust" under the Code, and will use
                  its best efforts to meet the requirements to continue to
                  qualify as a "real estate investment trust" under the Code.

                           (p) If requested by you, the Company will use its
                  best efforts to cause each of the executive officers and
                  directors of the Company to enter into lock-up agreements in
                  form and substance satisfactory to the Underwriters, and the
                  Company acknowledges that the Underwriters are intended third
                  party beneficiaries of such agreements.

                           (q) Except for the authorization of actions permitted
                  to be taken by the Underwriters as contemplated herein or in
                  the Prospectus, the Company will not (i) take, directly or
                  indirectly, any action designed to cause or to result in, or
                  that might reasonably be expected to constitute, the
                  stabilization or manipulation of the price of any security of
                  the Company to facilitate the sale or resale of the
                  Underwritten Securities, (ii) sell, bid for or purchase the
                  Underwritten Securities or pay any person any compensation for
                  soliciting purchases of the Underwritten Securities or (iii)
                  pay or agree to pay to any person any compensation for
                  soliciting another to purchase any other securities of the
                  Company.

                           (r) From the date hereof until five years after the
                  Closing Time, the Company and the Operating Partnership shall
                  furnish to you and your counsel, promptly upon their becoming
                  available, copies of any document filed with the Commission
                  pursuant to Section 13, 14 or 15 of the 1934 Act or any
                  securities exchange.



                                      -26-
   27

                  SECTION 4. Payment of Expenses. The Company will pay all
expenses incident to the performance of its obligations under this Agreement or
the applicable Terms Agreement or any Deposit Agreement, including (i) the
preparation, printing and filing of the Registration Statement (including
financial statements and exhibits) as originally filed and of each amendment
thereto, (ii) the preparation and delivery to the Underwriters of this
Agreement, any Terms Agreement, any Agreement among Underwriters, any Deposit
Agreement, and such other documents as may be required in connection with the
offering, purchase, sale and delivery of the Underwritten Securities or any
related Underlying Securities to the Underwriters, (iii) the preparation,
issuance and delivery of the Underwritten Securities and any related Underlying
Securities, any certificates for the Underwritten Securities or such Underlying
Securities or Depositary Receipts evidencing the Depositary Shares, as
applicable, to the Underwriters, including capital duties, stamp duties, and
stock transfer taxes, if any, (iv) the reasonable fees and disbursements of the
Company's counsel, accountants and other advisors or agents (including transfer
agents and registrars), (v) the qualification of the Underwritten Securities and
any related Underlying Securities under state securities laws and real estate
syndication laws in accordance with the provisions of Section 3(g) hereof,
including filing fees and the reasonable fees and disbursements of counsel for
the Underwriters in connection therewith and in connection with the preparation
and delivery of the Blue Sky Memorandum and any amendment thereto, (vi) the
printing and delivery to the Underwriters of copies of each preliminary
prospectus, any Term Sheet, and the Prospectus and any amendments or supplements
thereto, (vii) any fees charged by nationally recognized statistical rating
organizations for the rating of the Underwritten Securities and any related
Underlying Securities, if applicable, (viii) the fees and expenses incurred with
respect to the listing of the Underwritten Securities and any related Underlying
Securities, if applicable, on any national securities exchange, (ix) the filing
fees incident to, and the reasonable fees and disbursements of counsel to the
Underwriters in connection with, the review, if any, by the National Association
of Securities Dealers, Inc. (the "NASD") of the terms of the sale of the
Underwritten Securities and any related Underlying Securities, (x) the fees and
expenses of any Underwriter acting in the capacity of a "qualified independent
underwriter" (as defined in Section 2710(c)(8) of the Conduct Rules of the
NASD), if applicable, (xi) the costs and expenses of the deposit of Preferred
Stock under any Deposit Agreement in exchange for Depositary Receipts, including
the charges of the Depositary in connection therewith and (xii) the fees and
expenses of the Depositary, including the fees and disbursements of counsel for
the Depositary.

                  If the applicable Terms Agreement is terminated by you in
accordance with the provisions of Section 5 or Section 9(b)(i) hereof, the
Company shall reimburse the Underwriters for all of their out-of-pocket
expenses, including the reasonable fees and disbursements of counsel for the
Underwriters.



                                      -27-
   28

                  SECTION 5. Conditions of Underwriters' Obligations. The
several obligations of the Underwriters to purchase and pay for the Underwritten
Securities pursuant to the applicable Terms Agreement are subject to the
accuracy as of the date hereof and of Closing Time of the representations and
warranties of the Company and the Operating Partnership contained herein, to the
accuracy of the statements of officers of the Company, the Operating Partnership
or any Subsidiary made in any certificate delivered pursuant to the provisions
hereof, to the performance by the Company and the Operating Partnership of all
of their covenants and other obligations hereunder, and to the following further
conditions:

                           (a) The Registration Statement, including any Rule
         462(b) Registration Statement, shall have become effective under the
         1933 Act and no stop order suspending the effectiveness of the
         Registration Statement shall have been issued under the 1933 Act or
         proceedings therefor initiated or threatened by the Commission, and any
         request on the part of the Commission for additional information shall
         have been complied with to the reasonable satisfaction of counsel to
         the Underwriters; (ii) a prospectus containing information relating to
         the description of the Underwritten Securities and any related
         Underlying Securities, the specific method of distribution and similar
         matters shall have been filed within the prescribed time period, and
         prior to the applicable Closing Time with the Commission in accordance
         with Rule 424(b) (or any required post-effective amendment providing
         such information shall have been filed and declared effective in
         accordance with the requirements of Rule 430A), or, if the Company has
         elected to rely upon Rule 434 of the 1933 Act Regulations, a Term Sheet
         including the Rule 434 information shall have been filed with the
         Commission in accordance with Rule 424(b)(7); (iii) the rating assigned
         by any nationally recognized statistical rating organization to any
         Preferred Stock of the Company or debt securities of the Operating
         Partnership as of the date of the applicable Terms Agreement shall not
         have been lowered since such date nor shall any such rating
         organization have publicly announced that it has placed any Preferred
         Stock of the Company or debt securities of the Operating Partnership on
         what is commonly termed a "watch list" for possible downgrading; and
         (iv) there shall not have come to your attention any facts that would
         cause you to believe that the Prospectus, together with the applicable
         Prospectus Supplement, at the time it was required to be delivered to
         purchasers of the Underwritten Securities, included an untrue statement
         of a material fact or omitted to state a material fact necessary in
         order to make the statements therein, in light of the circumstances
         existing at such time, not misleading.

                           (b) At Closing Time, the Representatives shall have
         received the opinion, dated as of the applicable Closing Time, of King
         & Spalding, counsel for the Company, in form and substance satisfactory
         to counsel for



                                      -28-
   29

         the Underwriters, together with signed or reproduced copies of such
         letter for each of the other Underwriters, to the effect that:

                                    (i) The Company is a corporation duly formed
                  and is validly existing and in good standing under the laws of
                  the State of Georgia. The Company has the power and authority
                  to own, lease and operate its properties and conduct the
                  business in which it is engaged.

                                    (ii) Post GP Holdings, Inc. is a corporation
                  duly formed and is validly existing and in good standing under
                  the laws of the State of Georgia. Post GP Holdings, Inc. has
                  the power and authority to own, lease and operate its
                  properties and conduct the business in which it is engaged
                  and, to counsel's knowledge, such corporation is duly
                  qualified as a foreign corporation in the jurisdictions set
                  forth in an exhibit to the opinion. All of the issued and
                  outstanding shares of capital stock of Post GP Holdings, Inc.
                  have been duly authorized and validly issued and fully paid.

                                    (iii) Post LP Holdings, Inc. is a
                  corporation duly formed and is validly existing and in good
                  standing under the laws of the State of Georgia. Post LP
                  Holdings, Inc. has the power and authority to own, lease and
                  operate its properties and conduct the business in which it is
                  engaged and, to counsel's knowledge, such corporation is duly
                  qualified as a foreign corporation in the jurisdictions set
                  forth in an exhibit to the opinion. All of the issued and
                  outstanding shares of capital stock of Post LP Holdings, Inc.
                  have been duly authorized and validly issued and fully paid.

                                    (iv) The Operating Partnership has been duly
                  formed and is validly existing as a limited partnership under
                  the Georgia Act. The Operating Partnership has partnership
                  power and authority to own, lease and operate its properties
                  and to conduct the business in which it is engaged and, to
                  counsel's knowledge, is duly qualified as a foreign
                  partnership in the jurisdictions set forth in an Exhibit to
                  the opinion. All of the issued and outstanding interests in
                  the Operating Partnership have been duly authorized and
                  validly issued and fully paid.

                                    (v) Each of the Post Services, Inc., Post
                  Asset Management, Inc., Post Landscape Services, Inc. and RAM
                  Partners, Inc. (the "Significant Subsidiaries") has been duly
                  incorporated and is validly existing and in good standing
                  under the laws of the jurisdiction of its incorporation. Each
                  of the Significant Subsidiaries has the power and authority to
                  own, lease and operate its properties and to conduct the
                  business in which it is engaged, and, to counsel's knowledge,
                  is



                                      -29-
   30

                  duly qualified as a foreign corporation or partnership in the
                  jurisdictions set forth in an exhibit to the opinion. All of
                  the issued and outstanding shares of capital stock, LLC
                  interests and partnership interests of each Significant
                  Subsidiary have been duly authorized and validly issued, are
                  fully paid and are owned, to such counsel's knowledge, free
                  and clear of any security interest, mortgage, pledge, lien,
                  encumbrance, claim or equity, other than the transfer
                  restrictions set forth in the Option and Transfer Agreement by
                  and among the Operating Partnership, Post Services, Inc., John
                  A. Williams and John T. Glover. The ownership of the shares of
                  capital stock of Post Services, Inc. is as described in the
                  Prospectus. All of the issued and outstanding shares of
                  capital stock of each of the other Significant Subsidiaries
                  are owned by Post Services Inc.

                                    (vi) The Underwritten Securities and, if
                  applicable, the deposit of the Preferred Stock in accordance
                  with the provisions of a Deposit Agreement, have been duly and
                  validly authorized by all necessary action, and when executed,
                  authenticated and delivered in accordance with this Agreement
                  against payment of the consideration set forth in the
                  applicable Terms Agreement or the Delayed Delivery Contracts,
                  if any, will be validly issued, fully paid and non-assessable
                  and will be valid and legally binding obligations of the
                  Company, enforceable against the Company in accordance with
                  their terms. The terms of the Underwritten Securities being
                  sold pursuant to the applicable Terms Agreement conform in all
                  material respects to the description of the Underwritten
                  Securities set forth under "Description of Common Stock" in
                  the Prospectus and under "Description of Common Stock,"
                  "Description of Preferred Stock," "Description of Depositary
                  Shares," or other similar caption, as the case may be, in the
                  Prospectus Supplement. The issuance of the Underwritten
                  Securities is not subject to any statutory preemptive rights
                  or, to counsel's knowledge, any contractual rights to
                  subscribe for more shares. If applicable, the form of
                  certificate used to evidence the Underwritten Securities
                  complies with all applicable statutory requirements.

                                    (vii) If applicable, the Common Stock
                  issuable upon conversion of any of the Preferred Stock or
                  Depositary Shares have been duly authorized and reserved for
                  issuance upon such conversion by all necessary action and such
                  shares, when issued upon such conversion will be validly
                  issued and will be fully paid and non-assessable, and the
                  issuance of such shares upon such conversion will not be
                  subject to any statutory preemptive rights or, to counsel's
                  knowledge, any contractual rights to subscribe for more
                  shares; and the Common Stock issuable upon conversion of the
                  Preferred Stock or



                                      -30-
   31

                  the Depositary Shares conform in all material respects to the
                  descriptions thereof in the Prospectus.

                                    (viii) The applicable Deposit Agreement, if
                  any, has been duly authorized, executed and delivered by the
                  Company and (assuming due authorization, execution and
                  delivery of the Deposit Agreement by the Depositary)
                  constitutes a valid and binding obligation of the Company
                  enforceable in accordance with its terms except as (A) the
                  enforceability thereof may be limited by bankruptcy,
                  insolvency, reorganization, moratorium or similar laws
                  affecting creditors' rights generally, (B) the availability of
                  equitable remedies may be limited by equitable principles of
                  general applicability, and (C) rights to indemnity and
                  contribution thereunder may be limited by state or federal
                  securities laws or the public policy underlying such laws; and
                  the Deposit Agreement, if any, conforms in all material
                  respects to all statements relating thereto contained in the
                  Prospectus.
                                    (ix) Each of this Agreement, the applicable
                  Terms Agreement and the Delayed Delivery Contracts, if any,
                  has been duly and validly authorized, executed and delivered
                  by the Company and the Operating Partnership, and each of the
                  Company and the Operating Partnership has the power and
                  authority to perform its obligations hereunder and thereunder.

                                    (x) The execution and delivery of this
                  Agreement and the applicable Terms Agreement by each of the
                  Company and the Operating Partnership, and the performance by
                  each of the Company and the Operating Partnership of its
                  obligations hereunder and thereunder and the consummation of
                  the transactions contemplated hereunder and thereunder, did
                  not, do not and will not conflict with or constitute a breach
                  or violation of, or default under: (1) to the knowledge of
                  counsel, any material contract, indenture, mortgage, loan
                  agreement, note, lease, joint venture or partnership agreement
                  or other material instrument or agreement to which the
                  Operating Partnership is a party or by which it or any of its
                  respective properties or other assets or any Property may be
                  bound or subject; (2) the certificate of limited partnership
                  or partnership agreement of the Operating Partnership; or (3)
                  any applicable law, rule, order, administrative regulation or
                  administrative or court decree, except that no opinion is
                  expressed under this clause (3) as to this Agreement or the
                  Terms Agreement with respect to federal, state or foreign
                  securities laws.

                                    (xi) The Registration Statement is effective
                  under the 1933 Act and, to counsel's knowledge based solely on
                  telephonic



                                      -31-
   32

                  confirmation from the staff of the Commission, no stop order
                  suspending the effectiveness of the Registration Statement has
                  been issued under the 1933 Act and no proceedings for that
                  purpose have been initiated or threatened by the Commission.

                                    (xii) No consent, approval, authorization or
                  order of, or qualification with, any governmental body or
                  agency and no consent, approval, or authorization of any
                  person other than the Company and the Operating Partnership is
                  required for the performance by each of the Company and the
                  Operating Partnership of its obligations under this Agreement
                  and the applicable Terms Agreement, except such as may be
                  required under the 1933 Act and the securities, Blue Sky or
                  real estate syndication laws of various states in connection
                  with the offer and sale of the Underwritten Securities.

                                    (xiii) To the knowledge of counsel, there is
                  no action, suit or proceeding before or by any court or
                  governmental agency or body, domestic or foreign, now pending
                  or threatened against or affecting the Company, the Operating
                  Partnership, any Subsidiary or any material property of the
                  Company that is required to be disclosed in the Registration
                  Statement (other than as disclosed therein) or that, if
                  determined adversely to the Company, the Operating
                  Partnership, any Subsidiary or any property could reasonably
                  be expected to materially and adversely affect the
                  consummation of the transactions contemplated by this
                  Agreement. To the knowledge of counsel, there are no contracts
                  or documents of the Company, the Operating Partnership or any
                  Subsidiary which are required by the 1933 Act, or by the 1933
                  Act Regulations, the 1934 Act, or the 1934 Act Regulations to
                  be filed as exhibits to the Registration Statement, the
                  Prospectus or the documents incorporated by reference which
                  have not been so filed as exhibits as required.

                                    (xiv) None of the Company, the Operating
                  Partnership or any Subsidiary is required to be registered as
                  an investment company under the 1940 Act.

                                    (xv) The information (A) in the Prospectus
                  under the heading "Description of Common Stock," "Description
                  of Preferred Stock" and "Description of Depository Shares" and
                  (B) the discussion in the Prospectus under the heading
                  "Federal Income Tax Considerations" and in the Prospectus
                  Supplement under the headings "Taxation of Common Stock
                  Holders," "Taxation of Holders of Preferred Stock," or other
                  similar caption, as the case may be, to the extent that it
                  constitutes matters of law or legal conclusions has been


                                      -32-
   33

                  reviewed by such counsel, is correct and presents fairly the
                  information to be disclosed therein.

                                   (xvi) At the time the Registration Statement
                  became effective and at the Representation Date, the
                  Registration Statement and Prospectus (except for financial
                  statements and schedules included therein, as to which such
                  counsel need not express any opinion), excluding the documents
                  incorporated by reference therein complied as to form in all
                  material respects with the requirements of the 1933 Act and
                  the 1933 Act Regulations.

                                    (xvii) Each document heretofore filed
                  pursuant to the 1934 Act and incorporated or deemed to be
                  incorporated by reference in the Prospectus (except for
                  financial statements and schedules and other financial
                  information included or incorporated by reference therein, as
                  to which such counsel need not express any opinion) complied
                  as to form in all material respects with the requirements of
                  the 1934 Act and the applicable 1934 Act Regulations in effect
                  at the date of their respective filings.

                                    (xviii) The Company was organized and has
                  operated in conformity with the requirements for qualification
                  and taxation as a REIT for each of its taxable years beginning
                  with the taxable year ended December 31, 1993, and its current
                  organization and method of operation should enable it to
                  continue to meet the requirements for qualification as a REIT.

                                    (xix) The Operating Partnership and each of
                  the Subsidiary Partnerships are properly classified as
                  partnerships, and not as corporations or as associations
                  taxable as corporations, for Federal income tax purposes
                  throughout the period from July 22, 1993 through the date
                  hereof, or, in the case of any Subsidiary Partnership that
                  have terminated, through the date of termination of such
                  Subsidiary Partnerships.

                                    (xx) To the knowledge of counsel, except as
                  described in the Prospectus, there are no outstanding rights,
                  warrants or options to acquire, or instruments convertible
                  into or exchangeable for, or agreements or understandings with
                  respect to the sale or issuance of any shares of Common Stock
                  or capital stock of or other equity interest in the Company or
                  any subsidiary of the Company.

                                    (xxi) The Articles of Amendment relating to
                  the Preferred Stock and the Depositary Shares, if any, have
                  been filed with the Secretary of State of the State of Georgia
                  pursuant to the Georgia



                                      -33-
   34

                  Business Corporation Code and the number of Preferred Stock
                  and the title, par value, liquidation preference, ranking,
                  dividend rate or rates (or method of calculation), dividend
                  payment dates, redemption or sinking fund requirements,
                  conversion provisions and other terms of the Preferred Stock
                  have been set forth therein.

                                    (xxii) An amendment to the Second Amended
                  and Restated Agreement of Limited Partnership of the Operating
                  Partnership, dated as of the Closing Time, by and among Post
                  GP Holdings, Inc., as the general partner, and the limited
                  partners of the Operating Partnership (the "Partnership
                  Agreement Amendment") has been duly authorized, executed and
                  delivered by the parties thereto and is a valid and binding
                  agreement of the parties thereto, enforceable in accordance
                  with its terms, subject to applicable bankruptcy, insolvency,
                  reorganization, moratorium, fraudulent transfer, or similar
                  laws affecting creditors' rights generally from time to time
                  in effect and general principles of equity (regardless of
                  whether such enforceability is considered in a proceeding at
                  law or in equity). The Preferred Partnership Units (as defined
                  in the Partnership Agreement Amendment) have been duly
                  authorized for issuance by all necessary partnership action
                  and, when issued and delivered against payment therefor in
                  accordance with the Partnership Agreement Amendment, will be
                  validly issued, fully paid and non-assessable. The issuance of
                  the Preferred Partnership Units is not subject to any
                  statutory or, to our knowledge, contractual preemptive rights.

                           (c) At Closing Time, you shall have received the
         favorable opinion, dated as of the applicable Closing Time, of Hogan &
         Hartson L.L.P., counsel for the Underwriters, with respect to the
         matters set forth in (i) (first sentence only), (ii) (first sentence
         only), (iv) (first sentence only), (vi), (vii), (ix), (xi), (xv)(A) and
         (xvi) of Section 5(b) above.

                           (d) In rendering their opinions required by Sections
         5(b) and (c), respectively, King & Spalding and Hogan & Hartson L.L.P.
         shall each additionally state (which shall not constitute an opinion)
         that no facts have come to the attention of such counsel which cause
         them to believe that the Registration Statement or any amendment
         thereto (except for financial statements and supporting schedules and
         other financial information and data included therein or omitted
         therefrom, as to which such counsel need not express any view), as of
         the time it became effective under the 1933 Act (and as of the time of
         filing of the Company's Annual Report on Form 10-K, if filed subsequent
         to the time of effectiveness) or at the date of the applicable Terms
         Agreement, contained an untrue statement of a material fact or omitted
         to state a material fact required to be stated therein or necessary to
         make the statements therein not misleading, or that the Prospectus or
         any



                                      -34-
   35

         amendment or supplement thereto (except as aforesaid) as of the date of
         the applicable Terms Agreement or at the applicable Closing Time,
         contained an untrue statement of a material fact or omitted to state a
         material fact required to be stated therein or necessary in order to
         make the statements therein, in light of the circumstances under which
         they were made, not misleading.

                           In giving their opinions required by Sections 5(b)
         and 5(c), such counsel (A) may rely as to all matters of fact, upon
         certificates and written statements of officers and employees of and
         accountants for the Company and (B) may rely as to the qualification
         and good standing of each of the Company, the Operating Partnership or
         any of the Subsidiaries to do business in any state or jurisdiction,
         upon certificates of appropriate government officials or opinions of
         counsel in such jurisdictions, which opinions shall be in form and
         substance satisfactory to counsel for the Underwriters. In giving their
         belief required in this Section 5(d), such counsel may state that their
         belief is based upon their participation in the preparation of the
         Registration Statement and Prospectus and any amendments and
         supplements thereto and review and discussion of the contents thereof.

                           (e) At Closing Time, there shall not have been, since
         the date of the applicable Terms Agreement or since the respective
         dates as of which information is given in the Prospectus, any Material
         Adverse Effect whether or not arising in the ordinary course of
         business, and you shall have received a certificate of the President or
         a Vice President of the Company and the Operating Partnership, and the
         chief financial officer or chief accounting officer of the Company,
         dated as of the Closing Time, to the effect that (i) there has been no
         such Material Adverse Effect, (ii) the representations and warranties
         in Section 1 are true and correct with the same force and effect as
         though expressly made at and as of the Closing Time, (iii) the Company
         and the Operating Partnership have complied with all agreements and
         satisfied all conditions on their part to be performed or satisfied at
         or prior to the Closing Time, and (iv) no stop order suspending the
         effectiveness of the Registration Statement has been issued and no
         proceedings for that purpose have been initiated or threatened by the
         Commission.

                           (f) At the time of the execution of the applicable
         Terms Agreement, you shall have received from Price Waterhouse LLP a
         letter dated such date, in form and substance satisfactory to you
         together with signed or reproduced copies of such letter for each of
         the other Underwriters, to the effect that: (i) they are independent
         accountants with respect to the Company, the Operating Partnership and
         their subsidiaries within the meaning of the 1933 Act and the 1933 Act
         Regulations; (ii) it is their opinion that the consolidated financial
         statements and supporting schedules included



                                      -35-
   36

         or incorporated by reference in the Registration Statement and the
         Prospectus and covered by their opinions therein comply in form in all
         material respects with the applicable accounting requirements of the
         1933 Act and the 1933 Act Regulations; (iii) based upon limited
         procedures set forth in detail in such letter (which shall include,
         without limitation, the procedures specified by the American Institute
         of Certified Public Accountants for a review of interim financial
         information as described in SAS No. 71, Interim Financial Information,
         with respect to the unaudited financial statements of the Company and
         the Operating Partnership included or incorporated by reference in the
         Registration Statement), nothing has come to their attention which
         causes them to believe that (A) any material modifications should be
         made to the unaudited condensed financial statements included or
         incorporated by reference in the Registration Statement for them to be
         in conformity with GAAP or (B) the unaudited condensed financial
         statements included or incorporated by reference in the Registration
         Statement do not comply as to form in all material respects with the
         applicable accounting requirements of the 1934 Act as it applies to
         Form 10-Q and the related published rules and regulations or (C) at a
         specified date not more than five days prior to the date of the
         applicable Terms Agreement, there has been any change in the Common
         Stock of the Company or partnership interests in the Operating
         Partnership or in the consolidated long term debt of the Company and
         the Operating Partnership or any decrease in the net assets of the
         Company, as compared with the amounts shown in the most recent
         consolidated balance sheet included or incorporated by reference in the
         Registration Statement and the Prospectus or, during the period from
         the date of the most recent consolidated statement of operations
         included or incorporated by reference in the Registration Statement and
         the Prospectus to a specified date not more than five days prior to the
         date of the applicable Terms Agreement, there were any decreases, as
         compared with the corresponding period in the preceding year, in
         consolidated revenues, or decrease in net income or net income per
         share of Common Stock of the Company and the Operating Partnership, as
         applicable, except in all instances for changes, increases or decreases
         which the Registration Statement and the Prospectus disclose have
         occurred or may occur; and (iv) in addition to the audit referred to in
         their opinions and the limited procedures referred to in clause (iii)
         above, they have carried out certain specified procedures with respect
         to certain amounts, percentages and financial and statistical
         information which are included in the Registration Statement and the
         Prospectus and which are specified by you, and have found such amounts,
         percentages and financial and statistical information to be in
         agreement with relevant accounting, financial and other records of the
         Company and the Operating Partnership and their Subsidiaries identified
         in such letter.



                                      -36-
   37

                           (g) At Closing Time, you shall have received from
         Price Waterhouse LLP a letter, dated as of the applicable Closing Time,
         to the effect that they reaffirm the statements made in the letter
         furnished pursuant to subsection (f) of this Section 5, except that the
         specified date referred to shall be a date not more than three business
         days prior to the applicable Closing Time and if the Company has
         elected to rely on Rule 430A of the 1933 Act Regulations, to the
         further effect that they have carried out the procedures specified in
         clause (iv) of subsection (f) of this section with respect to certain
         amounts, percentages and financial and statistical information
         specified by you and deemed to be part of the Registration Statement
         pursuant to Rule 430A(b) and have found such amounts, percentages and
         financial and statistical information to be in agreement with the
         records specified in such clause (iv).

                           (h) At the time of the execution of the applicable
         Terms Agreement, you shall have received a letter from Ernst & Young
         LLP dated such date, in form and substance satisfactory to you,
         together with signed or reproduced copies of such letter for each of
         the other underwriters, to the effect that: (i) they are independent
         accountants with respect to Columbus Realty Trust ("Columbus") and its
         subsidiaries within the meaning of the 1933 Act and the 1933 Act
         Regulations; (ii) it is their opinion that the consolidated financial
         statements and supporting schedules included or incorporated by
         reference in the Registration Statement and the Prospectus and covered
         by their opinions therein comply in form in all material respects with
         the applicable accounting requirements of the 1933 Act and the 1933 Act
         Regulations; (iii) based upon limited procedures set forth in detail in
         such letter (which shall include, without limitation, the procedures
         specified by the American Institute of Certified Public Accountants for
         a review of interim financial information as described in SAS No. 71,
         Interim Financial Information, with respect to the unaudited financial
         statements of Columbus included or incorporated by reference in the
         Registration Statement), nothing has come to their attention which
         causes them to believe that, (A) any material modifications should be
         made to the unaudited consolidated financial statements included or
         incorporated by reference in the Registration Statement for them to be
         in conformity with GAAP or (B) the unaudited consolidated financial
         statements included or incorporated by reference in the Registration
         Statement do not comply as to form in all material respects with the
         applicable accounting requirements of the 1934 Act as it applies to
         Form 10-Q and the related published rules and regulations or (C) at the
         date of the latest available consolidated interim financial data, there
         has been any change in the capital stock of Columbus or in the
         consolidated long term debt of Columbus or any decrease in the
         consolidated net current assets of Columbus, as compared with the
         amounts shown in the most recent consolidated balance sheet included or
         incorporated by reference in the Registration Statement and the
         Prospectus or, during the period from the



                                      -37-
   38

         date of the most recent consolidated statement of operations included
         or incorporated by reference in the Registration Statement and the
         Prospectus at the date of the latest available consolidated therein
         financial data, there were any decreases, as compared with the
         corresponding period in the preceding year, in consolidated revenues,
         or decrease in consolidated income before extraordinary items or
         consolidated income before extraordinary items per share of common
         stock or in consolidated net income or consolidated net income per
         share of common stock of Columbus, except in all instances for changes,
         increases or decreases which the Registration Statement and the
         Prospectus disclose have occurred or may occur; and (iv) based upon
         inquiries of certain officials of Columbus who have responsibility for
         financial and accounting matters, nothing came to our attention that
         (A) there was any change at a specified date not more than five days
         prior to the date hereof in the capital stock, increase in long-term
         debt or any decreases in consolidated net current assets or equity of
         Columbus as compared with amounts shown on the most recent consolidated
         balance sheets included or incorporated by reference in the
         Registration Statement and the Prospectus, or (B) for the period from
         the date of the latest available consolidated interim financial data to
         a specified date not more than five days prior to the date hereof,
         there were any decreases, as compared with the corresponding period in
         the preceding year, in consolidated revenues or in the total or
         per-share amounts of consolidated income before extraordinary items or
         of consolidated net income, except in all instances for changes or
         decreases which the Registration Statement and Prospectus disclose have
         occurred or may occur.

                           (i) At Closing Time, you shall have received from
         Ernst & Young LLP a letter, dated as of the applicable Closing Time, to
         the effect that they reaffirm the statements made in the letter
         furnished pursuant to subsection (h) of this Section 5, except that the
         specified date referred to shall be a date not more than three business
         days prior to the applicable Closing Time.

                           (j) At Closing Time and at any relevant Date of
         Delivery, the Underwritten Securities shall be rated investment grade
         by any "nationally recognized statistical rating organization," as
         defined by the Commission for purposes of Rule 436(g)(2) of the 1933
         Act Regulations, if and as specified in the Applicable Terms Agreement,
         and the Company or the Operating Partnership shall have delivered to
         you a letter, dated as of such date, from each such rating
         organization, or other evidence satisfactory to you, confirming that
         the Underwritten Securities have such ratings. Since the time of
         execution of such Terms Agreement, there shall not have occurred a
         downgrading in the rating assigned to the Underwritten Securities or
         any of the Company's or the Operating Partnership's other securities by
         any such rating organization, and no such rating organization shall
         have publicly announced that it has under surveillance or review, with
         possible negative



                                      -38-
   39

         implications, its rating of the Underwritten Securities or any of the
         Company's or the Operating Partnership's other securities.

                           (k) At Closing Time, if applicable, the Underwritten
         Securities shall have been approved for listing on the NYSE, subject
         only to official notice of issuance, if and as specified in the
         applicable Terms Agreement.

                           (l) If the Registration Statement or an offering of
         Underwritten Securities has been filed with the NASD for review, the
         NASD shall not have raised any objection with respect to the fairness
         and reasonableness of the underwriting terms and arrangements.

                           (m) On the date of the applicable Terms Agreement,
         you shall have received, in form and substance satisfactory to it, each
         lock-up agreement, if any, specified in such Terms Agreement as being
         required to be delivered by the persons listed therein.

                           (n) In the event that the Underwriters are granted an
         over-allotment option by the Company or the Operating Partnership in
         the applicable Terms Agreement and the Underwriters exercise their
         option to purchase all or any portion of the Option Underwritten
         Securities, the representations and warranties of the Company and the
         Operating Partnership contained herein and the statements in any
         certificates furnished by the Company or the Operating Partnership
         hereunder shall be true and correct as of each Date of Delivery, and,
         at the relevant Date of Delivery, you shall have received:

                                    (1) A certificate, dated such Date of
                  Delivery, of the President or a Vice President of the Company
                  and the chief financial officer or chief accounting officer of
                  the Company, confirming that the certificate delivered at the
                  Closing Time pursuant to Section 5(d) hereof remains true and
                  correct as of such Date of Delivery,

                                    (2) The favorable opinion of King &
                  Spalding, counsel for the Company, in form and substance
                  satisfactory to counsel for the Underwriters, dated such Date
                  of Delivery relating to the Option Underwritten Securities and
                  otherwise to the same effect as the opinion required by
                  Section 5(b) hereof (including the statement of belief
                  required by Section 5(d) hereof).

                                    (3) The favorable opinion of Hogan & Hartson
                  L.L.P., counsel for the Underwriters, dated such Date of
                  Delivery, relating to the Option Underwritten Securities and
                  otherwise to the same effect as the opinion required by
                  Section 5(c) hereof (including the statement of belief
                  required by Section 5(d) hereof).



                                      -39-
   40

                                    (4) A letter from Price Waterhouse LLP, in
                  form and substance satisfactory to you and dated such Date of
                  Delivery, substantially in the same form and substance as the
                  letter furnished to you pursuant to Section 5(f) hereof,
                  except that the "specified date" on the letter furnished
                  pursuant to this paragraph shall be a date not more than three
                  business days prior to such Date of Delivery.

                                    (5) A letter from Ernst & Young LLP, in form
                  and substance satisfactory to you and dated such Date of
                  Delivery, substantially in the same form and substance as the
                  letter furnished to you pursuant to Section 5(h) hereof,
                  except that the "specified date" on the letter furnished
                  pursuant to this paragraph shall be a date not more than three
                  business days prior to such Date of Delivery.

                  (o) At Closing Time and at each Date of Delivery, counsel for
         the Underwriters shall have been furnished with such documents and
         opinions as they may require for the purpose of enabling them to pass
         upon the issuance and sale of the Underwritten Securities as herein
         contemplated, or in order to evidence the accuracy of any of the
         representations or warranties, or the fulfillment of any of the
         conditions, herein contained; and all proceedings taken by the Company
         or the Operating Partnership in connection with the issuance and sale
         of the Underwritten Securities as herein contemplated shall be
         satisfactory in form and substance to you and counsel for the
         Underwriters.

                  (p) If any condition specified in this Section 5 shall not
         have been fulfilled when and as required to be fulfilled, the
         applicable Terms Agreement (or, with respect to the Underwriters'
         exercise of any applicable over-allotment option for the purchase of
         Option Underwritten Securities on a Date of Delivery after the Closing
         Time, the obligations of the Underwriters to purchase the Option
         Underwritten Securities on such Date of Delivery) may be terminated by
         you by notice to the Company at any time at or prior to the Closing
         Time (or such Date of Delivery, as applicable), and such termination
         shall be without liability of any party to any other party except as
         provided in Section 4 and except that Sections 1, 6 and 7 shall survive
         any such termination and remain in full force and effect.

                  SECTION 6.  Indemnification.

                  (a) Each of the Company and the Operating Partnership agrees,
jointly and severally, to indemnify and hold harmless each Underwriter and each
person, if any, who controls any Underwriter within the meaning of Section 15 of
the 1933 Act or Section 20 of the 1934 Act, and any director, officer, employee
or affiliate thereof, as follows:



                                      -40-
   41

                                    (1) against any and all loss, liability,
                  claim, damage and expense whatsoever, as incurred, arising out
                  of any untrue statement or alleged untrue statement of a
                  material fact contained in the Registration Statement (or any
                  amendment thereto), including the Rule 430A information and
                  the Rule 434 information deemed to be a part thereof, if
                  applicable, or the omission or alleged omission therefrom of a
                  material fact required to be stated therein or necessary to
                  make the statements therein not misleading or arising out of
                  any untrue statement or alleged untrue statement of a material
                  fact included in any preliminary prospectus or the Prospectus
                  (or any amendment or supplement thereto), or the omission or
                  alleged omission therefrom of a material fact necessary in
                  order to make the statements therein, in the light of the
                  circumstances under which they were made, not misleading;

                                    (2) against any and all loss, liability,
                  claim, damage and expense whatsoever, as incurred, to the
                  extent of the aggregate amount paid in settlement of any
                  litigation, or any investigation or proceeding by any
                  governmental agency or body, commenced or threatened, or of
                  any claim whatsoever based upon any such untrue statement or
                  omission, or any such alleged untrue statement or omission;
                  provided that (subject to Section 6(d) below) any such
                  settlement is effected with the written consent of the Company
                  and the Operating Partnership; and

                                    (3) against any and all expense whatsoever,
                  as incurred (including, without limitation, the fees and other
                  charges of counsel chosen by the Underwriters), reasonably
                  incurred in investigating, preparing or defending against any
                  litigation, or any investigation or proceeding by any
                  governmental agency or body, commenced or threatened, or any
                  claim whatsoever based upon any such untrue statement or
                  omission, or any such alleged untrue statement or omission, to
                  the extent that any such expense is not paid under (1) or (2)
                  above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company or the
Operating Partnership by any Underwriter through you expressly for use in the
Registration Statement (or any amendment thereto), including the Rule 430A
information and the Rule 434 information deemed to be a part thereof, if
applicable, or any preliminary prospectus or the Prospectus (or any amendment or
supplement thereto).



                                      -41-
   42

                  (b) Each Underwriter severally agrees to indemnify and hold
harmless the Company and the Operating Partnership, its directors, officers,
employees and affiliates, and each person, if any, who controls the Company
within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
against any and all loss, liability, claim, damage and expense described in the
indemnity contained in subsection (a) of this Section, as incurred, but only
with respect to untrue statements or omissions, or alleged untrue statements or
omissions, made in the Registration Statement (or any amendment thereto),
including the Rule 430A information and the Rule 434 information deemed to be a
part thereof, if applicable, or any preliminary prospectus or the Prospectus (or
any amendment or supplement thereto) in reliance upon and in conformity with
written information furnished to the Company or the Operating Partnership by
such Underwriter through you expressly for use in the Registration Statement (or
any amendment thereto) or such preliminary prospectus or the Prospectus (or any
amendment or supplement thereto).

                  (c) Each indemnified party shall give notice as promptly as
reasonably practicable to each indemnifying party of any action commenced
against it in respect of which indemnity may be sought hereunder, but failure to
so notify an indemnifying party shall not relieve such indemnifying party from
any liability hereunder to the extent it is not materially prejudiced as a
result thereof and in any event shall not relieve it from any liability which it
may have otherwise than on account of this indemnity agreement. In the case of
parties indemnified pursuant to Section 6(a) above, counsel to the indemnified
parties shall be selected by Merrill Lynch, and, in the case of parties
indemnified pursuant to Section 6(b) above, counsel to the indemnified parties
shall be selected by the Company. An indemnifying party may participate at its
own expense in the defense of any such action; provided, however, that counsel
to the indemnifying party shall not (except with the consent of the indemnified
party) also be counsel to the indemnified party. In no event shall the
indemnifying parties be liable for fees and expenses of more than one counsel
(in addition to any local counsel) separate from their own counsel for all
indemnified parties in connection with any one action or separate but similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstances. No indemnifying party shall, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any litigation, or any investigation
or proceeding by any governmental agency or body, commenced or threatened, or
any claim whatsoever in respect of which indemnification or contribution could
be sought under this Section 6 or Section 7 hereof (whether or not the
indemnified parties are actual or potential parties thereto), unless such
settlement, compromise or consent (i) includes an unconditional release of each
indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.



                                      -42-
   43

                  (d) If at any time an indemnified party shall have requested
an indemnifying party to reimburse the indemnified party for fees and expenses
of counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 6(a)(ii) effected without its
written consent if (i) such settlement is entered into more than 45 days after
receipt by such indemnifying party of the aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such settlement at
least 30 days prior to such settlement being entered into and (iii) such
indemnifying party shall not have reimbursed such indemnified party in
accordance with such request prior to the date of such settlement.

                  SECTION 7. Contribution. If the indemnification provided for
in Section 6 hereof is for any reason unavailable to or insufficient to hold
harmless an indemnified part in respect of any losses, liabilities, claims,
damages or expenses referred to therein, then each indemnifying party shall
contribute to the aggregate amount of such losses, liabilities, claims, damages
and expenses incurred by such indemnified party, as incurred, (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company and the Operating Partnership on the one hand, and the Underwriters, on
the other hand, from the offering of the Underwritten Securities pursuant to the
applicable Terms Agreement or (ii) if the allocation provided by clause (i) is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of the Company and the Operating Partnership, on the one hand,
and of the Underwriters, on the other hand, in connection with the statements or
omissions which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations.

                  The relative benefits received by the Company and the
Operating Partnership, on the one hand, and the Underwriters, on the other hand,
in connection with the offering of the Underwritten Securities pursuant to the
applicable Terms Agreement shall be deemed to be in the same respective
proportions as the total net proceeds from the offering of such Underwritten
Securities (before deducting expenses) received by the Company, and the total
underwriting discount received by the Underwriters, in each case as set forth on
the cover of the Prospectus, or, if Rule 434 is used, the corresponding location
on the Term Sheet bear to the aggregate initial public offering price of such
Underwritten Securities as set forth on such cover.

                  The relative fault of the Company and the Operating
Partnership, on the one hand, and the Underwriters, on the other hands shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company and the Operating
Partnership or by the



                                      -43-
   44

Underwriters and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.

                  The Company and the Operating Partnership, and the
Underwriters agree that it would not be just and equitable if contribution
pursuant to this Section 7 were determined by pro rata allocation (even if the
Underwriters were treated as one entity for such purpose) or by any other method
of allocation which does not take account of the equitable considerations
referred to above in this Section 7. The aggregate amount of losses,
liabilities, claims, damages and expenses incurred by an indemnified party and
referred to above in this Section 7 shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in investigating,
preparing or defending against any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, or any
claim whatsoever based upon any such untrue or alleged untrue statement or
omission or alleged omission.

                  Notwithstanding the provisions of this Section 7, no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Underwritten Securities underwritten by it
and distributed to the public were offered to the public exceeds the amount of
any damages which such Underwriter has otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged omission.

                  No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.

                  For purposes of this Section 7, each person, if any, who
controls an Underwriter within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act shall have the same rights to contribution as such
Underwriter, and each director of the Company, each officer of the Company and
the Operating Partnership who signed the Registration Statement, and each
person, if any, who controls the Company within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act shall have the same rights to
contribution as the Company and the Operating Partnership. The Underwriters'
respective obligations to contribute pursuant to this Section 7 are several in
proportion to the number or aggregate principal amount, as the case may be, of
Initial Underwritten Securities set forth opposite their respective names in
applicable Terms Agreement, and not joint.

                  SECTION 8. Representations, Warranties and Agreements to
Survive Delivery. All representations, warranties and agreements contained in
this Agreement or the applicable Terms Agreement or in certificates of officers
of the Company or the Operating Partnership submitted pursuant hereto or thereto
shall remain operative and in full force and effect, regardless of any
termination of this Agreement or the applicable Terms Agreement or investigation
made by or on



                                      -44-
   45

behalf of any Underwriter or controlling person, or by or on behalf of the
Company and the Operating Partnership, and shall survive delivery of and payment
for the Underwritten Securities.

                  SECTION 9.  Termination of Agreement.

                  (a) This Agreement (excluding the applicable Terms Agreement)
may be terminated for any reason at any time by the Company and the Operating
Partnership or by you upon the giving of 30 days' prior written notice of such
termination to the other party hereto.

                  (b) You may terminate the applicable Terms Agreement, by
notice to the Company, at any time at or prior to the applicable Closing Time or
any relevant Date of Delivery, if (i) there has been, since the time of
execution of such Terms Agreement or since the respective dates as of which
information is given in the Prospectus, any material adverse change in the
condition, financial or otherwise, or in the earnings, business affairs, assets
or business prospects of the Company, the Operating Partnership and their
subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business, or (ii) there has occurred any material adverse
change in the financial markets in the United States or any outbreak of
hostilities or escalation thereof or other calamity or crisis or any change or
development involving a prospective change in national or international
political, financial or economic conditions, in each case the effect of which is
such as to make it, in your judgment, impracticable to market the Underwritten
Securities or to enforce contracts for the sale of the Underwritten Securities,
or (iii) trading in any securities of the Company has been suspended or limited
by the Commission or the New York Stock Exchange, Inc. or if trading generally
on the New York Stock Exchange, Inc. or the American Stock Exchange, Inc. has
been suspended or limited, or, minimum or maximum prices for trading have been
fixed, or maximum ranges for prices have been required, by either of said
exchanges or order of the Commission or any other governmental authority, (iv) a
banking moratorium has been declared by either Federal or New York authorities,
or (v) if the rating assigned by any nationally recognized statistical rating
organization to any Preferred Stock of the Company as of the date of the
applicable Terms Agreement shall have been lowered since such date or if any
such rating organization shall have publicly announced that it has placed any
Preferred Stock of the Company or Debt Securities of the Operating Partnership
on what is commonly termed a "watch list" for possible downgrading. As used in
this Section 9(b), the term "Prospectus" means the Prospectus in the form first
used to confirm sales of the Underwritten Securities.

                  (c) If this Agreement or the applicable Terms Agreement is
terminated pursuant to this Section 9, such termination shall be without
liability of any party to any other party except as provided in Section 4
hereof, and provided further that



                                      -45-
   46

Sections 1, 6 and 7 shall survive such termination and remain in full force and
effect.

                  SECTION 10. Default by One or More of the Underwriters. If one
or more of the Underwriters shall fail at the applicable Closing Time or the
relevant Date of Delivery, as the case may be, to purchase the Underwritten
Securities which it or they are obligated to purchase under the applicable Terms
Agreement (the "Defaulted Securities"), then you shall have the right, within 24
hours thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all,
of the Defaulted Securities in such amounts as may be agreed upon and upon the
terms herein set forth; if, however, you shall not have completed such
arrangements within such 24-hour period, then:

                           (a) if the number of Defaulted Securities does not
                  exceed 10% of the number of Underwritten Securities to be
                  purchased on such date pursuant to such Terms Agreement, the
                  non-defaulting Underwriters shall be obligated, severally and
                  not jointly, to purchase the full amount thereof in the
                  proportions that their respective underwriting obligations
                  under such Terms bear to the underwriting obligations of all
                  non-defaulting Underwriters, or

                           (b) if the number of Defaulted Securities exceeds 10%
                  of the number of Underwritten Securities to be purchased on
                  such date pursuant to such Terms Agreement, such Terms
                  Agreement (or, with respect to the Underwriters' exercise of
                  any applicable over-allotment option for the purchase of
                  Option Underwritten Securities on a Date of Delivery after the
                  Closing Time, the obligations of the Underwriters to purchase,
                  and the Company to sell, such Option Underwritten Securities
                  on such Date of Delivery) shall terminate without liability on
                  the part of any non-defaulting Underwriter.

                  No action taken pursuant to this Section 10 shall relieve any
defaulting Underwriter from liability in respect of its default.

                  In the event of any such default which does not result in (i)
a termination of applicable Terms Agreement or (ii) in the case of a Date of
Delivery after the Closing Time, a termination of the obligations of the
Underwriters and the Company with respect to the related Option Underwritten
Securities, as the case may be, either you or the Company shall have the right
to postpone the applicable Closing Time or the relevant Date of Delivery, as the
case may be, for a period not exceeding seven days in order to effect any
required changes in the Registration Statement or the Prospectus or in any other
documents or arrangements.



                                      -46-
   47

                  SECTION 11. Notices. All notices and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
mailed or transmitted by any standard form of telecommunication. Notices to the
Underwriters shall be directed to Merrill Lynch at Merrill Lynch World
Headquarters, World Financial Center, North Tower, New York, New York
10281-1201, attention of Tjarda van S. Clagett; and notices to the Company and
the Operating Partnership shall be directed to it at 3350 Cumberland Circle,
N.W., Suite 2200, Atlanta, Georgia 30339, attention of John T. Glover,
President.

                  SECTION 12. Parties. This Agreement and the applicable Terms
Agreement shall each inure to the benefit of and be binding upon the Company,
and the Operating Partnership, you and, upon execution of such Terms Agreement,
any other Underwriters and their respective successors. Nothing expressed or
mentioned in this Agreement or such Terms Agreement is intended or shall be
construed to give any person, firm or corporation, other than the Underwriters
and the Company and the Operating Partnership and their respective successors
and the controlling persons and officers and directors referred to in Sections 6
and 7 and their heirs and legal representatives, any legal or equitable right,
remedy or claim under or in respect of this Agreement or such Terms Agreement or
any provision herein or therein contained. This Agreement and such Terms
Agreement and all conditions and provisions hereof and thereof are intended to
be for the sole and exclusive benefit of the parties hereto and thereto and
their respective successors, and said controlling persons and officers and
directors and their heirs and legal representatives, and for the benefit of no
other person, firm or corporation. No purchaser of Underwritten Securities from
any Underwriter shall be deemed to be a successor by reason merely of such
purchase.

                  SECTION 13. GOVERNING LAW AND TIME. THIS UNDERWRITING
AGREEMENT AND ANY APPLICABLE TERMS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SPECIFIED TIMES OF DAY
REFER TO NEW YORK CITY TIME.

                  SECTION 14. Counterparts.

                  This Agreement and the applicable Terms Agreement may be
executed in one or more counterparts, and if executed in more than one
counterpart the executed counterparts shall contribute a single instrument.

                  SECTION 15. Effect of Headings. The Article and Section
headings herein are for convenience only and shall not affect the construction
hereof.



                                      -47-
   48



                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to the Company a counterpart hereof,
whereupon this Agreement, along with all counterparts, will become a binding
agreement between you and the Company in accordance with its terms.





                              Very truly yours,

                              POST PROPERTIES, INC.



                              By:
                                 --------------------------------------
                                 Name:
                                 Title:


                              POST GP HOLDINGS, INC., as general partner, on
                              behalf of POST APARTMENT HOMES, L.P.


                              By:
                                 --------------------------------------
                                 Name:
                                 Title:


CONFIRMED AND ACCEPTED
 as of the date first
 above written:

MERRILL LYNCH & CO.
  Merrill Lynch, Pierce, Fenner & Smith
         Incorporated



By:
   -------------------------------------
   Name:
   Title:



                                      -48-
   49

                                                                       Exhibit A


                              POST PROPERTIES, INC.
                              a Georgia corporation

               Common Stock, Preferred Stock and Depositary Shares

                                 TERMS AGREEMENT


To:           Post Properties, Inc.
              3350 Cumberland Circle, N.W.
              Suite 2200
              Atlanta, GA  30339

Ladies and Gentlemen:

              We understand that Post Properties, Inc., a Georgia corporation
(the "Company"), proposes to issue and sell [_____ shares of its common stock,
par value $.01 per share (the "Common Stock")] [_____ shares of its preferred
stock, par value $.01 per share (the "Preferred Stock")] [in the form of _____
depositary shares (the "Depositary Shares") each representing ____ of a share of
Preferred Stock] (such securities also being hereinafter referred to as the
"Initial Underwritten Securities"). Subject to the terms and conditions set
forth or incorporated by reference herein, we [the underwriters named below (the
"Underwriters")] offer to purchase, severally and not jointly, the number of
Underwritten Securities [opposite their names set forth below at the purchase
price set forth below, and a proportionate share of Option Underwritten
Securities set forth below, to the extent any are purchased.

                                     Number
Underwriter                          of Initial Underwritten Securities

Total                                [$]




                                      -49-
   50


         The Underwritten Securities shall have the following terms:

                                 [Common Stock]

Title:
Number of shares:
Number of Option Underwritten Securities:
Initial public offering price per share:  $
Purchase price per share:  $
Listing requirements:
Black-out provisions:
Lock-up provisions:
Other terms and conditions:
Closing date and location:

                                [Preferred Stock]

Title:
Rank:
Ratings:
Number of shares:
Number of Option Underwritten Securities:
Dividend rate (or formula) per share:  $
Dividend payment dates:
Stated value:  $
Liquidation preference per share:  $
Redemption provisions:
Sinking fund requirements:
Conversion provisions:
Listing requirements:
Black-out provisions:
Initial public offering price per share: $____ plus accumulated dividends, if
        any, from _____
Purchase price per share: $____ plus accumulated dividends, if any, from _____
Other terms and conditions:
Closing date and location:



                               [Depositary Shares]

Title:
Fractional Amount of Preferred Stock represented by each Depositary Share:
Ratings:
Rank:
Number of shares:
Number of Option Underwritten Securities:





                                      -2-
   51

Dividend rate (or formula) per share:
Dividend payment dates:
Liquidation preference per share:
Redemption provisions:
Sinking fund requirements:
Conversion provisions:
Listing requirements:
Black-out provisions:
Initial public offering price per share: $____ plus accumulated dividends, if
         any, from _____ 
Purchase price per share: $____ plus accumulated dividends, if
         any, from _____ 
Other terms and conditions: Closing date and location:

         All of the provisions contained in the document attached as Annex I
entitled "POST PROPERTIES, INC. Common Stock, Preferred Stock and Depositary
Shares--Purchase Agreement" are hereby incorporated by reference in their
entirety herein and shall be deemed to be a part of this Terms Agreement to the
same extent as if such provisions had been set forth in full herein. Terms
defined in such document are used herein as therein defined.

         Please accept this offer no later than _____ o'clock P.M. (New York
City time) on _____________ by signing a copy of this Terms Agreement in the
space set forth below and returning the signed copy to us.

                           Very truly yours,

                           MERRILL LYNCH, PIERCE, FENNER & SMITH
                                INCORPORATED

                           By:
                              -------------------------------------
                                   Authorized Signatory

                           [Acting on behalf of itself and the other named
                                 Underwriters.]

Accepted:

POST PROPERTIES, INC.



By:
   --------------------------------
   Name:
   Title:


                                      -3-