UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-K/A

þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For fiscal year ended December 31, 2007

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to                     

POST PROPERTIES, INC.
POST APARTMENT HOMES, L.P.

(Exact name of registrants as specified in their charters)

Georgia Georgia (State or other jurisdiction of incorporation or organization)		58-1550675 58-2053632 (I.R.S. Employer Identification No.)

4401 Northside Parkway, Suite 800, Atlanta, Georgia 30327
(Address of principal executive office — zip code)

(Registrant’s telephone number, including area code)

Securities registered pursuant to section 12(b) of the Act:

Title of each class		Name of Each Exchange on Which Registered
Common Stock, $.01 par value 8 1/2% Series A Cumulative		New York Stock Exchange New York Stock Exchange
Redeemable Preferred Shares, $.01 par value
7 5/8% Series B Cumulative		New York Stock Exchange
Redeemable Preferred Shares, $.01 par value

Securities registered pursuant to Section 12(g) of the Act: None

		Name of Each Exchange
Title of each class		on Which Registered
None		None

     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

		Post Properties, Inc.		Yes       þ		No      o
		Post Apartment Homes, L.P.		Yes       o		No      þ

     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

		Post Properties, Inc.		Yes     o		No      þ
		Post Apartment Homes, L.P.		Yes     o		No      þ

     Indicate by check mark whether the Registrants (1) have filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.

		Post Properties, Inc.		Yes     þ		No     o
		Post Apartment Homes, L.P.		Yes     þ		No     o

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

     The aggregate market value of the shares of common stock held by non-affiliates (based upon the closing sale price on the New York Stock Exchange) on June 30, 2007 was approximately $2,237,043,221. As of March 31, 2008, there were 44,095,660 shares of common stock, $.01 par value, outstanding.

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or smaller reporting company. See definition of accelerated filer, large accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.

Post Properties, Inc.		Large Accelerated Filer		þ		Accelerated Filer o
		Non-Accelerated Filer		o		(Do not check if a smaller reporting     Smaller Reporting Company company)                                              o
Post Apartment Homes, L.P.		Large Accelerated Filer		o		Accelerated Filer o
		Non-Accelerated Filer		þ		(Do not check if a smaller reporting    Smaller Reporting Company company)                                               o

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

		Post Properties, Inc.		Yes     o		No     þ
		Post Apartment Homes, L.P.		Yes     o		No     þ

 

 

EXPLANATORY NOTE

     This Amendment No. 2 on Form 10-K/A amends our Annual Report on Form 10-K (Form 10-K) for the year ended December 31, 2007, initially filed with the Securities and Exchange Commission (SEC) on February 29, 2008 and amended by Amendment No. 1 filed with the SEC on March 25, 2008, to include portions of Part II Item 5 and Part III Items 10 through 14, which were not included in our definitive proxy statement within the required 120-day period. Item 15 of Part IV of the original Form 10-K is also being amended to contain currently dated certifications from our Chief Executive Officer and Chief Financial Officer as required by SEC rules.

     Unless otherwise specifically identified as the original Form 10-K, Amendment No. 1 to the Form 10-K/A or Amendment No. 2 to the Form 10-K/A, any references to the Form 10-K made throughout this document shall refer to the original Form 10-K filed with the SEC on February 29, 2008, as amended by Amendments No. 1 and 2.

PART II

ITEM 5.		MARKET FOR REGISTRANT’S COMMON STOCK, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

     The information previously filed in Item 5 of the original Form 10-K filed on February 29, 2008 is incorporated herein by reference.

Stock Performance Graph

     The following shareholder return performance graph compares our performance to the S&P 500 and the index of equity real estate investment trusts prepared by the National Association of Real Estate Investment Trusts (“NAREIT”). The shareholder return performance graph assumes an investment of $100 in Post Properties and in the two indexes on December 31, 2002 and further assumes the reinvestment of all dividends. Equity real estate investment trusts are defined as those which derive more than 75% of their income from equity investments in real estate assets. The NAREIT equity index includes all tax qualified real estate investment trusts listed on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Stock Market. Shareholder return performance presented for the period from December 31, 2002 through December 31, 2007 is not necessarily indicative of future results.

		PPS				NAREIT Equity				S&P 500
Date		Common Stock				REIT Index				Index
Dec-02		$	100.00			$	100.00			$	100.00
Dec-03			126.72				137.13				128.70
Dec-04			168.54				180.43				142.69
Dec-05			205.24				202.38				149.69
Dec-06			244.41				273.34				173.34
Dec-07			195.26				230.45				182.86

     The stock price performance graph does not constitute soliciting material and should not be deemed filed or incorporated by reference by any general statement incorporating by reference this Form 10-K into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that we specifically incorporate this information by reference.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors

     Robert C. Goddard, III has been a director of Post Properties since May 2002 and Chairman of the Board since February 2003. Since July 2000, Mr. Goddard has been Chairman and Chief Executive Officer of Goddard Investment Group, LLC, a commercial real estate investment firm focusing in the Atlanta, Dallas, Houston, Denver and Miami markets. From 1988 to December 2000, Mr. Goddard served as Chairman and Chief Executive Officer of the NAI/Brannen Goddard Company, a real estate firm. Mr. Goddard is 53 years old.

     David P. Stockert has been a director of Post Properties since May 2002. Since July 2002, Mr. Stockert has been President and Chief Executive Officer of Post Properties. From January 2001 to June 2002, Mr. Stockert served as Post Properties’ President and Chief Operating Officer. From July 1999 to October 2000, Mr. Stockert was Executive Vice President of Duke Realty Corporation, a publicly traded real estate company. From June 1995 to July 1999, Mr. Stockert was Senior Vice President and Chief Financial Officer of Weeks Corporation, also a publicly traded real estate company that was a predecessor by merger to Duke Realty Corporation. Mr. Stockert is 46 years old.

     Herschel M. Bloom has been a director of Post Properties since May 1994. Since April 1, 2008 Mr. Bloom is Senior Counsel in the law firm of King & Spalding LLP. Prior to April 2008, Mr. Bloom was a partner with King & Spalding LLP, a position he held for more than the past five years. Mr. Bloom is 65 years old.

     Douglas Crocker II has been a director of Post Properties since May 2004. From 1993 until 2002, Mr. Crocker served as Trustee, President and Chief Executive Officer of Equity Residential, a real estate investment trust focusing on apartment communities. He served as Vice Chairman of the Board of Trustees of Equity Residential from January 2003 through May 2003. In addition to serving on a number of nonprofit boards, Mr. Crocker also is a director of REIS, Inc., Ventas, Inc. and Acadia Realty Trust. Mr. Crocker is 67 years old.

     Walter M. Deriso, Jr. has been a director of Post Properties since May 2004. Mr. Deriso currently serves as Chairman of the Board of Atlantic Capital Bank, a commercial banking and financial services company. From 1997 to February 2005, Mr. Deriso served as Vice Chairman of Synovus Financial Corp., a diversified financial services company. Mr. Deriso also served as Chairman of the Board of Security Bank and Trust Company of Albany, a subsidiary of Synovus, through July 2006. Mr. Deriso is 61 years old.

     Russell R. French has been a director of Post Properties since July 1993. Mr. French is currently a special limited partner of Moseley & Co. VI, LLC and has held this position since 2007. Mr. French was previously a member of Moseley & Co. III and a partner of Moseley & Co. II, positions he had held for more than the past five years. In addition, Mr. French has been a member of MKFJ-IV, LLC since 1998 and a member of Moseley & Co. V, LLC since 2000. Each of Moseley & Co. III, MKFJ-IV, LLC and Moseley & Co. V, LLC is the general partner of a venture capital fund. Mr. French is 62 years old.

     Charles E. Rice has been a director of Post Properties since 1997. Since January 2001, Mr. Rice has been Chairman of Mayport Venture Partners LLC, a venture capital firm. From December 1998 until January 2001, Mr. Rice served as Vice Chairman of Corporate Development of Bank of America. Mr. Rice served as the Chairman of NationsBank, Inc. (currently Bank of America, Inc.) from January 1998 to October 1998. Mr. Rice served as the Chief Executive Officer of Barnett Banks, Inc. from 1979 until January 1998 and as the Chairman of the Board of Barnett Banks, Inc. from 1984 until January 1998. He is also a member of the Florida Council of 100. Mr. Rice is 72 years old.

     Stella F. Thayer has been a director of Post Properties since September 2005. Ms. Thayer is currently, and has been for more than the past five years, an attorney and shareholder of the law firm of Macfarlane Ferguson & McMullen. She is also the President, Treasurer and a director of Tampa Bay Downs, Inc., a member of the Florida

Council of 100, on the Board of Trustees of the University of South Florida Foundation and on the Board of Advisors of Columbia Law School. Ms. Thayer is 67 years old.

     Ronald de Waal has been a director of Post Properties since May 2000. Since 1983, Mr. de Waal has been Chairman of the Board of We International b.v., a Netherlands corporation, which operates fashion specialty stores in Belgium, the Netherlands, Switzerland, Germany and France. Mr. de Waal is also a director of Saks Incorporated. Mr. de Waal is 56 years old.

Audit Committee

     The Audit Committee currently consists of Messrs. Deriso, French and Rice and Ms. Thayer. The board of directors has determined that Mr. French, the committee chairman, qualifies as an “audit committee financial expert” within the meaning of SEC rules and regulations. All committee members are independent as defined in applicable SEC and New York Stock Exchange (NYSE) rules and under the director independence standards specified in our Corporate Governance Guidelines. During 2007, the committee held seven meetings. The committee chairman also held other meetings with management and/or our independent registered public accounting firm during the year.

Committee Charters and Corporate Governance Guidelines

     The charters of each of the Audit Committee, the Executive Compensation and Management Development Committee, the Nominating and Corporate Governance Committee and the Strategic Planning and Investment Committee and our Corporate Governance Guidelines may be accessed on our website at www.postproperties.com by clicking on the Investor Relations link, followed by the Corporate Governance tab, and are available in print upon request from our Corporate Secretary.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934, as amended (Exchange Act) requires our executive officers and directors and persons who beneficially own more than ten percent of our common stock to file with the SEC certain reports with respect to each such person’s beneficial ownership of our equity securities. Based solely upon a review of the reports furnished to the Company, or written representations from reporting persons that all reportable transactions were reported, the Company believes that during the fiscal year ended December 31, 2007 the Company’s officers, directors and greater than ten percent owners timely filed all reports they were required to file under Section 16(a).

Shareholder Nominations

     There have been no material changes to the procedures by which shareholders may recommend nominees to the Company’s board of directors since the Company last disclosed such procedures in the Proxy Statement for its 2007 Annual Meeting of Shareholders.

Communications with the Board of Directors

     The board of directors has adopted a policy and process to facilitate communications with our directors as a group and our non-management directors as a group. Shareholders and interested parties who wish to communicate directly with the board of directors may do so by writing to Post Properties, Inc., One Riverside, 4401 Northside Parkway, Suite 800, Atlanta, Georgia 30327-3057, Attn: Corporate Secretary, or by sending electronic mail to directors@postproperties.com. The Corporate Secretary will forward all such communications to directors.

Executive Sessions of Non-Management Directors

     Pursuant to the Corporate Governance Guidelines, Robert C. Goddard, III, our non-executive chairman of the board, presides at regularly scheduled executive sessions of our non-management directors.

Corporate Governance Filings

     On June 12, 2007 we filed with the NYSE, the Annual CEO certification regarding the NYSE’s corporate governance listing standards as required by Section 303A-12(a) of the NYSE Listed Company Manual. In addition, the Company has filed as exhibits to this Form 10-K and to the Annual Report on Form 10-K for the fiscal year ended December 31, 2006 the applicable certifications of the Chief Executive Officer and Chief Financial Officer required under Section 302 of the Sarbanes-Oxley Act of 2002, regarding the quality of the Company’s public disclosures.

ITEM 11. EXECUTIVE COMPENSATION

     The following discussion of executive compensation contains descriptions of various employee benefit plans and employment-related agreements. These descriptions are qualified in their entirety by reference to the full text or detailed descriptions of the plans and agreements, which are filed as exhibits to, or incorporated by reference into, this Form 10-K.

Compensation Discussion and Analysis

Executive Compensation Philosophy

     Our mission is to deliver superior satisfaction and value to our residents, associates and investors. Our vision is to be the first choice in quality multi-family living. Our core values include: performance and accountability, honesty and integrity, innovation, quality, service and teamwork. To achieve our business strategies, it is critical that we are able to attract, retain, and motivate highly talented individuals at all levels who are committed to our mission, vision and values.

     Our compensation programs, for executives and non-executives alike, are designed with our mission, vision and values in mind. Through our compensation programs, we strive to achieve the following objectives:

	•		foster a high performance culture that appropriately motivates our associates,
	•		link compensation to the achievement of our strategic and financial objectives,
	•		drive shareholder value creation, and
	•		attract and retain high-caliber talent.

     Total compensation for our executives is oriented more toward incentive pay components rather than base salary, as we believe that the majority of our executives’ total compensation should be “at risk.” Target compensation opportunities are generally established at the market median of comparable Real Estate Investment Trusts, or REITs. In general, we believe that median levels of competitive pay are warranted when we achieve our internal targets, and when we perform at the median relative to our peers. Actual compensation may be above or below the targeted level, based on our actual performance against a combination of corporate and business unit/leadership measures. We have not guaranteed our executives any minimum cash incentive or equity incentive payments, and in the event of poor performance, executives could receive no incentive compensation for the year.

Named Executive Officers for 2007

     Our Named Executive Officers (NEOs) include our Chief Executive Officer, our Chief Financial Officer, and the three other most highly compensated executive officers ranked by their total compensation. For 2007, our NEOs include Mr. David P. Stockert, President and Chief Executive Officer; Mr. Christopher J. Papa, Executive Vice President and Chief Financial Officer; Mr. Thomas D. Senkbeil, Executive Vice President and Chief Investment Officer; Mr. Thomas L. Wilkes, Executive Vice President and President, Post Apartment Management; and Ms. Sherry W. Cohen, Executive Vice President and Corporate Secretary.

Executive Compensation and Management Development Committee Procedures

     The Executive Compensation and Management Development Committee (the Committee) of the board is responsible for:

	•		annually reviewing and approving our goals and objectives for executive compensation,
	•		annually reviewing and approving for the NEOs (1) annual base salary levels, (2) annual cash incentive opportunity levels, (3) long-term incentive opportunity levels, and (4) special or supplemental benefits or perquisites (if any),
	•		annually approving actual annual cash incentive and shareholder value plan payouts,
	•		reviewing and approving employment agreements, severance arrangements and change of control agreements for the senior executive officers, as appropriate,
	•		making recommendations and reports to the board of directors concerning matters of executive compensation,
	•		administering our executive incentive plans, including equity plans, and
	•		reviewing compensation plans, programs and policies.

Compensation Consultant

     Since 2006, the Committee has engaged Frederic W. Cook & Co. (Cook) as its independent compensation consultant to advise the Committee with respect to compensation program design, the components of our executive compensation programs, and amounts to be paid to our NEOs. Cook also advises the Committee with respect to the design of our compensation program for non-employee directors, and provides the Committee with information on executive compensation trends and best practices. In addition, Cook assisted in preparing the executive compensation sections of this Annual Report on Form 10-K, including this Compensation Discussion and Analysis. All of Cook’s work is done at the direction of or on behalf of the Committee. Although the Committee considers the advice of its independent consultant, the Committee has the final decision-making authority with respect to all elements of compensation.

Role of Executive Officers in the Compensation Process

     Our Chief Executive Officer provides his assessment of the individual performance achievement of the executives who report to him. This individual performance assessment determines a portion of annual incentive compensation for each executive, and impacts decisions on long-term incentive grants. In addition, our Chief Executive Officer provides input on salary increases and increases to incentive compensation opportunities for executives, with the close involvement of the Senior Vice President, Human Resources. The Committee considers these recommendations when determining salary increases, awarding incentive compensation and setting incentive opportunities for the coming year. In addition, our Chief Financial Officer analyzes the financial implications of various executive compensation plan designs.

Annual Review of Executive Compensation

     In the fall of 2006, the Committee engaged Cook to conduct a comprehensive review of our executive compensation program design and structure. As part of this review, Cook provided a competitive analysis of the impact of our equity compensation programs on earnings and shareholder dilution. The results of the review along with Cook’s preliminary recommendations were presented and discussed with the Committee in November 2006.

     With regard to competitive compensation benchmarking, it is our practice to conduct a competitive compensation benchmarking analysis of our Section 16 officers every year and to conduct a competitive compensation analysis for the broader group of executives (approximately 25-30 individuals) every other year. Pursuant to this practice

•

In the fall of 2006, the Committee engaged FPL Associates to provide competitive compensation benchmarking data for 28 Company executives, 22 of whom, including our NEOs, form our Management Committee. Competitive compensation data were collected from two public REIT peer groups: an “Asset-Based” group and a “Size-Based” group. The Asset-Based peer group included

			eleven public multi-family REITs. The Size-Based peer group included twelve public REITs, in a variety of asset classes, of similar size to the Company in terms of market and total capitalization. In addition, a private developer peer group was used for selected development positions, and non-real estate compensation information was provided for selected corporate positions. These peer groups were selected by FPL with input from management.
	•		In the fall of 2007, the Committee engaged Cook to provide a competitive benchmarking analysis of the compensation levels of our top six (Section 16) executive officers. Cook used the same two REIT peer groups that were established for the 2006 study. The results of this benchmarking exercise were reviewed with the Committee and used to set 2008 compensation levels.

     For our NEOs, we focus on the public REIT data, as we believe these companies have the most comparable positions. The REIT peer groups used in the 2006 and 2007 studies included the following REITs:

Asset-Based Peer Group		Size-Based Peer Group
Apartment Investment & Mgt. Co.		Alexandria Real Estate Equities
Archstone-Smith Trust		Corporate Office Properties Trust
Associated Estates Realty Corp.		Cousins Properties Incorporated
AvalonBay Communities, Inc.		Equity One, Inc.
BRE Properties		FelCor Lodging Trust Incorporated
Camden Property Trust		First Industrial Realty Trust
Colonial Properties Trust		Lexington Corporate Properties Trust
Essex Property Trust		Mid-America Apartment Communities
Home Properties, Inc.		Nationwide Health Properties, Inc.
Mid-America Apartment Communities		Pennsylvania Real Estate Investment Trust
UDR, Inc.		Realty Income Corporation
		Washington Real Estate Investment Trust

     Based on the results of the 2007 study, the data indicated the following:

	•		As compared to the Asset-Based peer group, the data indicated that total direct compensation levels (base salary plus annual bonuses, plus the grant-date present value of long-term incentives) for our NEOs were generally below the market median, significantly so for Messrs. Stockert and Papa.
	•		As compared to the Size-Based peer group, the data indicated that total direct compensation levels for Messrs. Stockert and Wilkes were below the 25th percentile, and for the other NEOs were generally at or above the median.

     Each year, management compiles the peer group data for the Committee and prepares compensation tally sheets for each member of the Management Committee. The tally sheets summarize, by individual executive, a two-year history of compensation paid, proposed compensation for the current year, and proposed target compensation for the upcoming year. For comparison purposes, competitive median compensation levels from both peer groups, where available, are either included in the tally sheets or reviewed with the Committee by Cook. The tally sheets also detail each executive’s long-term incentive awards since 2001 and the applicable vesting dates. In 2007, the tally sheets also included a sensitivity analysis of the aggregate value of these awards at various stock prices.

     The proposed 2007 compensation amounts included on the tally sheets are initially determined based on the target compensation opportunities set forth at the beginning of the year and an assessment of Company and individual performance for each executive. The CEO proposes the compensation amounts for the current year for executives other than himself, and the Committee sets forth a proposed compensation amount for the CEO as a starting point for discussion. The proposed compensation targets for 2008 are initially determined with reference to the competitive market data (we target the competitive median), as well as historical adjustments to each executive’s earnings opportunity, the relationship between executives (internal pay equity), and a subjective assessment of individual performance and future potential. At the request of the Committee, Cook reviews the information compiled by management and provides competitive data and guidance with respect to interpretation of the competitive data and emerging market trends that may impact the initially proposed amounts.

     The tally sheets and management’s proposals were presented and discussed at the January 25, 2008 Committee meeting. No decisions were made at this meeting; rather, the purpose of this meeting was to allow the Committee to develop an understanding of the information presented and the rationale for each recommendation, and to engage in meaningful dialogue. One significant area of discussion among management, the Committee, and Cook was the way in which long-term incentive compensation values earned for 2007 performance should be delivered, in light of our initiation of a formal process to pursue a possible business combination.

     Over the next week, the Committee chair discussed the proposals with other members of the Committee and with Cook. At the January 31, 2008 meeting, the Committee approved incentive compensation awards with respect to 2007 performance, base salaries for 2008, and incentive compensation targets for 2008. Base salaries and other compensation awards for 2007 and 2008 targets are discussed in more detail below.

Compensation Elements

     Our executive compensation program has the following elements:

	•		base salary,
	•		annual cash incentives,
	•		long-term cash and equity incentives, and
	•		benefits and limited perquisites.

Base Salary

     Our base salary program is designed to provide a secure amount of cash compensation that is competitive with salaries of executives at the peer group REITs outlined above. Our base salaries are generally targeted at market median, but may be higher or lower than market median based on considerations including individual performance over time, experience level and each individual’s role and responsibilities in the organization. In some cases, base salaries are also set by employment agreements negotiated in connection with recruiting or retaining a senior executive.

     Base salaries are not subject to any automatic annual cost of living or similar adjustments, and are increased only at the Committee’s discretion. In making its decisions about annual salary increases, the Committee takes into account the executive’s performance, our overall financial performance and changes in the competitive marketplace. The Committee considers a number of factors when evaluating individual performance, including the executive’s contribution to:

	•		generating favorable financial performance,
	•		achieving the objectives set forth in our strategic plan,
	•		promoting our values,
	•		improving product and service quality,
	•		developing strong relationships with residents, suppliers and employees, and
	•		demonstrating leadership abilities.

     Despite the fact that Mr. Stockert’s base salary was below the market median, the Committee decided that his salary increase percentage should be in the same range as percentage increases for other employees of the Company (1-3% for 2007 and 3-4% for 2008). The competitive review indicated that base salaries for the other Named Executive Officers were generally in the median range. The Committee decided to provide adjustments between 0.8% and 2.9% for 2007 and between 3.5% and 3.7% for 2008 for these executives. These increases were the result of the process described above.

     The table below summarizes the 2006, 2007 and 2008 base salaries for each NEO.

		2006				2007				%				2008				%
NEO		Salary(1)				Salary				Increase				Salary				Increase
David P. Stockert		$	397,200			$	405,000				2.0	%		$	420,000				3.7	%
Christopher J. Papa		$	322,200			$	330,000				2.4	%		$	342,000				3.6	%
Thomas D. Senkbeil		$	372,200			$	375,000				0.8	%		$	388,000				3.5	%
Thomas L. Wilkes		$	337,200			$	340,000				0.8	%		$	352,000				3.5	%
Sherry W. Cohen		$	272,200			$	280,000				2.9	%		$	290,000				3.6	%

Annual Cash Incentives

     The purpose of the annual cash incentive plan is to provide at-risk cash compensation contingent upon achieving annual corporate and individual objectives. The plan is structured to foster teamwork among the executive officers, to focus efforts on corporate results that directly impact shareholders and to link individual performance to our strategic plan.

     Our annual incentive plan promotes our pay-for-performance philosophy through the use of our “Partners in Performance” framework. Through this framework we communicate to our senior management specific annual corporate and business unit/leadership performance goals based on our strategic plan, and reward them if they achieve those goals.

	•		Allocation Between Corporate and Business Unit/Leadership Performance. For 2007, corporate performance determined 80% of the Chief Executive Officer’s annual incentive opportunity, and 40% of annual incentive opportunity for other NEOs, with business unit/leadership performance determining the balance. The Committee chose to have a higher portion of the Chief Executive Officer’s annual incentive opportunity determined by corporate performance, because the Committee believes that the Chief Executive Officer should have most, if not all, of his annual incentive opportunity tied to the performance of the Company as a whole. For other NEOs, the Committee chose to have a higher percentage allocated to business unit/leadership performance, to focus these executives on their specific areas of responsibility, in addition to focusing them on overall corporate performance.
	•		Corporate Financial Measure. In 2007, Funds from Operations (FFO)1 per share was the primary corporate performance measure. Target FFO per share for 2007 was $2.025, which corresponded to our internal budgets and goals. Achievement of between 98% and 102% of the target FFO per share goal pays 100% of target. FFO per share achieved in 2007 was $2.00, which was within the target range.

		2007 FFO				% of Target				% of Target
		per Share				FFO/Share				Payout
		Goal				Performance				Increase
Threshold		$	1.823				90	%			50	%
Target Range		$1.985-$2.066				98%-102%					100	%
Maximum		$	2.126				105	%			150	%

		The Committee has decided to continue to use FFO per share as the primary corporate performance measure for 2008, with the target expected to correspond to our internal budget, because it believes that this measure is the most reflective of our short-term operating performance. It is also the metric that potential and current investors use to measure our profitability against other REITs and to make decisions about investments in our common stock. As announced on January 23, 2008, the board authorized management to initiate a formal process to pursue a business combination or other sale transaction and to seek proposals from potentially interested parties. The Committee has determined not to set the target FFO per share goal for 2008 while the process is pending.
•		Business Unit/Leadership Measures. Specific business unit/leadership goals are established for each executive. With respect to executives other than himself, the CEO provides input on each executive’s performance along with each of his or her business unit/leadership goals. The Committee evaluates the performance of the CEO relative to his leadership goals. The Committee also reviews the CEO’s evaluation of the performance of each of the other NEOs. The goals relate to, among other things, the success of specific acquisitions, developments, redevelopments, renovations, condo sales, dispositions and joint ventures; leasing results at particular properties; cost savings achievements at both property and corporate levels; expanding presence in particular markets; performance relative to peer REITs in particular markets; resident satisfaction scores; associate satisfaction scores; associate training and development goals; refinancing debt; relationships with shareholders, lenders and rating agencies; software implementations and other technology initiatives; and industry association awards. For 2007, the Committee determined that each of the NEOs successfully met or performed at target for his or her business unit/leadership goals. The payouts for achievement of specific business unit/leadership goals will be based on the performance guidelines outlined in the following table:

Significantly Exceeds		111 — 115%
Meets and Exceeds		101 — 110%
Successfully Meets			100	%
Underperforms		0 — 90%

     Cash incentive payments for 2007 were paid at the target level as approved at the Committee’s January 31, 2008 meeting. Upon recommendation of Cook, the Committee made the decision to increase target bonuses for 2008 based on the peer group analysis described above, as well as each executive’s continued strong performance and development.

     The table below illustrates 2007 target and actual cash incentive awards, along with 2008 cash incentive opportunities for each NEO.

		2007												2008
		Target								Actual				Target
NEO		% Salary				$				$				% Salary				$
David P. Stockert			80	%		$	325,000			$	325,000				100	%		$	420,000
Christopher J. Papa			61	%		$	200,000			$	200,000				75	%		$	256,000
Thomas D. Senkbeil			60	%		$	225,000			$	225,000				75	%		$	291,000
Thomas L. Wilkes			59	%		$	200,000			$	200,000				75	%		$	264,000
Sherry W. Cohen			50	%		$	140,000			$	140,000				60	%		$	174,000

Long-Term Cash and Equity Incentive Compensation

Objectives of our Long-Term Incentive Program

     The objectives of our long-term incentive plan are to align executive compensation more closely with shareholder interests, such as long-term corporate performance and stock price appreciation, and to retain our key executives. Prior to the 2007 awards (granted in January 2008), our long-term incentive awards used a combination of stock options with stock appreciation rights, restricted stock, and our Shareholder Value Plan (each of which are described in detail below). The Committee believed this mix of incentives enabled us to effectively achieve our long-term incentive compensation objectives.

Total Long-Term Incentive Award Values and Grant Type Mix

     Each year, the Committee determines aggregate long-term incentive grant values for each executive based on multiple factors including competitive levels of compensation among comparable REITs, corporate and individual performance, the executive’s level of responsibility and the level of compensation provided to comparable positions within our organization (internal equity). It is primarily our Company’s future performance, however, that impacts the value of long-term incentive grants. That is, the ultimate value earned by the employee depends on the Company’s performance from the date of grant to the vesting date or end of the performance period.

     With respect to 2006 awards (granted in 2007), the long-term incentive grant values to NEOs were to be allocated among each component (by grant-date present value) as follows: 40% for restricted stock, 40% for stock options and 20% for the Shareholder Value Plan (valued at target). These grants were made on February 2, 2007 and are reflected in the 2007 Grants of Plan-Based Awards Table.

     For 2007 awards (granted in 2008), the Committee had originally determined that long-term incentive values would be divided equally among the three components for the NEOs, to provide more balance and increase the weighting of the Shareholder Value Plan. In the past, we have granted stock options to motivate executives to create long-term shareholder value, which in turn should increase our share price. Our stock options are granted with a ten-year contractual term, and they are valued using a five-year expected term. In other words, the intended value of an option grant is based on the assumption that option holders have several years to contribute to long-term shareholder value creation and therefore realize the full value potential of their options. Because we initiated a formal process to pursue a possible business combination or other sale transaction, there is a possibility that our Company will be sold within the year and our common stock will no longer be traded on the open market. If such a sale occurs, the vesting of long-term incentive compensation awards will accelerate and all awards are expected to be redeemed for cash. If we had granted options in January 2008, and a sale occurs within one year such that the options are cashed-out, there will not have been enough time for option holders to realize the full potential of the stock options, and therefore there will be a disconnect between what we intended to grant (and the expense associated with that grant), and what we were able to deliver that has nothing to do with our Company’s and our executives’ actual performance.

     Therefore, the Committee decided that long-term incentive grant values with respect to 2007 performance for each NEO would be allocated two-thirds in restricted stock value and one-third in Shareholder Value Plan (valued at target). The following table illustrates the long-term incentives provided to each NEO on January 31, 2008, granted with respect to performance in 2007.

		Long-Term Incentive Awards for 2007 Performance
		(granted January 31, 2008)
		Restricted Stock (RS)								SVP Target				Total						Mix of Elements
NEOs		($)(1)				# Shares				($)				($)				RS				SVP
David P. Stockert		$	600,023				14,195			$	300,000			$	900,023				67	%			33	%
Christopher J. Papa		$	400,001				9,463			$	200,000			$	600,001				67	%			33	%
Thomas D. Senkbeil		$	400,001				9,463			$	200,000			$	600,001				67	%			33	%
Thomas L. Wilkes		$	400,001				9,463			$	200,000			$	600,001				67	%			33	%
Sherry W. Cohen		$	250,027				5,915			$	125,000			$	375,027				67	%			33	%

     When converting dollar values to shares of restricted stock, the number of shares of restricted stock was rounded up to the nearest whole share. Because these awards were granted in 2008, they are not reflected in the Summary Compensation Table nor are they disclosed in the Grants of Plan-Based Awards table. The awards reported in the Grants of Plan-Based Awards table are awards made in January of 2007 with respect to performance in 2006.

     Grants of equity compensation are made under our shareholder-approved 2003 Incentive Stock Plan (the Incentive Stock Plan), which allows the Committee to grant stock options with stock appreciation rights and make restricted stock grants to our key employees and outside directors. Shareholder Value Plan awards are provided through a separate, shareholder-approved plan.

Stock Options

     Stock options reward our executives for increases in the value of our common stock. They are “pay-for-performance” because they have no value unless the share price appreciates. We recognize that options have high share price “leverage” and, as a result, tend to be a high-risk, high-reward long-term incentive vehicle. However, we believe they provide a good balance between the other two components of our long-term incentive program. The multi-year vesting of our stock options also serves as a retention incentive for our executives.

     Options are granted with exercise prices equal to the fair market value (closing price) of our common stock on the date of grant. Subsequent to the year ended December 31, 2005, option grants include a stock-settled stock appreciation right, or SAR, feature that allows the option holder to receive the net appreciation of the underlying option in shares of our common stock. In this way, fewer shares are consumed from our Incentive Stock Plan than through a traditional cashless option exercise through a broker. Annual option grants have ten-year terms and generally vest in three equal annual installments. From time to time, special grants of options have been made to executives for retention purposes. These special option grants generally vest in five equal annual installments. Vesting accelerates upon death, disability, approved retirement, or upon a change of control, as defined in our Incentive Stock Plan. Upon termination for any other reason, unvested options are forfeited, unless specified differently in employment and change of control agreements. For all options granted subsequent to the year ended December 31, 2005, upon termination for any reason other than cause, options remain outstanding for one year (or the remaining term, if shorter); upon termination for cause, all options are immediately forfeited, in each case, unless specified differently in employment or change of control agreements.

     As discussed above, the Committee decided not to grant stock options in 2008 for 2007 performance.

Restricted Stock

     We grant restricted stock because we believe it aligns the interests of our executives with those of shareholders by creating a strong incentive to create and preserve long-term shareholder value. Through restricted stock, our executives, like our shareholders, share both the risks and rewards of stock ownership. In addition, restricted stock rewards total shareholder return, whether delivered through share price appreciation or dividends. We believe this is appropriate since, as a REIT, our high dividend distribution requirements lead to a significant portion of our total shareholder return delivered through our dividends. Through multi-year vesting, the restricted stock grants also serve as a retention device.

     The above-described annual restricted stock grants made in 2008 vest in three equal annual installments beginning on December 31, 2008, and the restricted stock grants made in 2007 vest in three equal annual installments beginning on December 31, 2007. From time to time, special grants of restricted stock have been made to executives for retention purposes. These shares vest ratably over longer periods (either five or eight years). Dividends are paid in cash on unvested shares. For restricted stock grants made on or after February 2, 2007, vesting accelerates upon death, disability, approved retirement, or upon a change of control, as defined in the Incentive Stock Plan, to be consistent with the treatment of stock options upon the same termination scenarios. For grants made prior to February 2, 2007, unvested restricted stock is forfeited upon termination resulting from death, disability or retirement. Upon termination for other reasons, unvested restricted stock is forfeited, unless specified differently in employment or change of control agreements.

Shareholder Value Plan

     The Shareholder Value Plan is designed to reward relative total shareholder return performance as compared to other equity REITs, against which we compete for executive talent and investment dollars. This provides a balance between rewards for absolute share price and total shareholder return performance that are provided by the other long-term incentive compensation components. Under the Shareholder Value

Plan, participants are each given a target incentive award, expressed as a dollar value. Each participant has the opportunity to earn between 0% and 300% of the target award based on our total shareholder return (TSR) relative to the total shareholder return of the equity REITs in the NAREIT Total Return Index over a three-year period. A new three-year performance period begins each year. Equity real estate investment trusts are defined as those which derive more than 75% of their income from equity investments in real estate assets. The NAREIT equity index includes all tax qualified real estate investment trusts listed on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Stock Market.

     Payouts as percentages of target are based on our total shareholder return percentile ranking for the three-year period. As part of the 2006 compensation review, the Committee found that the payout matrix under the Shareholder Value Plan was not delivering compensation awards commensurate with our level of performance and desired competitive position (market median compensation for target or median level performance), as evidenced by payouts below 100% of target, despite above-median performance during the past two performance periods. At Cook’s recommendation, the Committee revised the payout matrix for the 2007-2009 performance period to provide a payout of 100% of target for performance at the 50^th percentile, with above-target payouts for above-median performance, as illustrated in the table below. Maximum payouts remain at 300% of target for 90^th percentile performance or above.

Post’s 3-Yr. TSR		Payout (% of Target)
Ranking vs. Equity		(for performance
REITs in NAREIT Index		periods beginning
(Percentile Ranking)		1/1/07)
90th +		300%
85th		267%
80th		233%
75th		200%
70th		180%
65th		160%
60th		140%
55th		120%
50th		100%
< 50th		0%

     The payout matrix for performance periods beginning prior to January 1, 2007 is illustrated in the table below with interpolation between points.

Post’s 3-Yr. TSR		Payout (% of Target)
Ranking vs. Equity		(for performance
REITs in NAREIT Index		periods beginning
(Percentile Ranking)		prior to 1/1/07)
90th +		300%
85th		250%
80th		200%
75th		175%
70th		150%
65th		125%
60th		100%
55th		75%
50th		50%
< 50th		0%

     The program was implemented in 2002, and payouts for performance periods completed since the program’s inception are as follows:

		TSR
		Percentile		Payout
Performance Period		Ranking		(% of Target)
2002-2004		8th %ile			0	%
2003-2005		58th %ile			90	%
2004-2006		54th %ile			70	%
2005-2007		50th %ile			50	%

Special Restricted Stock Grant to Chief Financial Officer

     At the February 2, 2007 meeting, the Committee granted Mr. Papa a special restricted stock award, equal in value to $400,000 at the date of grant, to reward his performance, recognize his importance to the organization and ensure his continued employment. Mr. Papa’s special restricted stock award of 8,334 shares of restricted stock vests in five equal annual installments beginning on December 31, 2007.

Timing of Awards/Equity Award Granting Policy

     The Committee approves all grants of stock options and shares of restricted stock to employees and directors. The Committee determines grants to the CEO and reviews recommendations for and approves equity compensation grants to other executives on the Management Committee. The Committee also approves grants to other executives and associates, but generally approves an aggregate pool of grants, the allocation of which is recommended by management.

     Annual grants are made at a scheduled Committee meeting in the first quarter of the fiscal year, generally in January or February. For grants with respect to 2007 performance, the Committee approved grant values and made the grants at the meeting on January 31, 2008. These values were converted to restricted stock based on $42.27, the closing price of our common stock on the meeting date. For other equity awards (e.g., new hire grants, promotional grants, or other special grants), the grant date is the approval date or the hire or promotion date. The grant price is the closing price on the date of grant.

Loans to Executive Officers

     We made loans to certain executive officers in 1999 and 2001. The purpose of these loans was generally to facilitate the executive’s purchase of our common stock. Some of these loans included forgiveness provisions where the principal amount would be forgiven in annual installments over five or ten years. In this way, these loans were economically similar to a restricted stock grant with annual installment vesting. All of the loans bear interest at 6.32%. Interest is payable quarterly and the loans are due in full on the earlier of (1) the tenth anniversary of the date of the note or (2) 30 days after the employee ceases for any reason to be an employee of the Company. The loans were made prior to July 30, 2002, the effective date of the Sarbanes-Oxley Act of 2002. Pursuant to the Sarbanes-Oxley Act, we may not extend further loans or change the payment terms of existing loans, but we may allow these loans to remain in place under their original terms. During 2007, Mr. Stockert had two outstanding loans, and we forgave $100,000 of the outstanding balance under one of the loans. For further details regarding this loan, see “Certain Relationships and Related Party Transactions, and Director Independence — Loans to Executive Officers.”

Employee Stock Purchase Plan

     To encourage ownership of our stock among employees, we maintain a non-qualified employee stock purchase plan (ESPP) which allows eligible participants to purchase our common stock through payroll deductions or contributions of cash. Eligible participants include employees and non-employee directors. The purchase price is 85% of the lesser of the closing price per share on the first trading day of the purchase period or the closing price per share on the last trading day of the purchase period. There are two six-month purchase periods each year, and the

maximum purchase amount is $100,000 per year. Because our ESPP includes a purchase price “look-back” and our purchase discount is higher than 5%, our ESPP is deemed compensatory. Compensation cost is calculated under SFAS 123R and accrued over the purchase period. Because this stock purchase discount is generally available to all salaried employees, no disclosure of the cost attributable to purchases by our NEOs is required in the Summary Compensation Table.

Deferred Compensation Plan

     We maintain a board-approved Deferred Compensation Plan for directors and eligible employees, to provide them the opportunity to defer compensation and the associated income taxes, and to allow for investment growth on the deferred amounts on a pre-tax basis. Employee participants may voluntarily defer all or a portion of base salary and/or bonus into the plan’s “benchmark investment alternatives” similar to those provided in our 401(k) plan. Non-employee director participants may defer cash fees into our common stock. The plan does not permit us to make Company contributions to employee and director accounts. For further details about the Deferred Compensation Plan, see the Non Qualified Deferred Compensation table and related narrative disclosure.

Benefits and Perquisites

     The NEOs participate in the same benefits programs as all of our employees, including health, dental and vision insurance, group term life and accidental death and dismemberment insurance, short-term and long-term disability coverage, and participation in our tax-qualified 401(k) plan (our match for 2007 was 50% of each employee’s contributions up to 6% of earnings).

     We provide limited executive perquisites.

	•		The Company maintains corporate memberships at certain private clubs, of which Messrs. Stockert, Senkbeil and Wilkes are the “designated members.” These clubs are used for business purposes. We require reimbursement of all expenses associated with any personal use of the clubs.
	•		We provide supplemental long-term disability insurance to our executives.
	•		We have fractional interests in several aircraft, and we generally do not allow personal use of such aircraft. In 2007, however, our CEO needed to attend a family member’s funeral in a location that was difficult to reach via commercial flights. Therefore, in this limited circumstance, we allowed Mr. Stockert to use the corporate aircraft to attend the funeral in order to limit the amount of interruption to our business. The standard industry fare level for the use of the aircraft was included in Mr. Stockert’s compensation for 2007 and the Company did not provide a tax gross up to Mr. Stockert for such amount.

     The cost of these perquisites did not exceed $31,500 in the aggregate for all of our NEOs in 2007.

Stock Ownership Guidelines

     We implemented stock ownership guidelines in 2007, which require our NEOs and non-employee directors to own and hold our common stock equal in value to a multiple of base salary or annual cash retainer, as follows:

Chief Executive Officer		3x base salary
Other NEOs		2x base salary
Non-Employee Directors		5x annual cash retainer

     NEOs and non-employee directors must achieve the required stock ownership within five years from the implementation of the guideline. Newly elected officers and non-employee directors must achieve the guidelines within five years from the date of their initial election. Shares counted toward the ownership requirement include all shares beneficially owned by an officer or director, as such term is defined under Rule 13d-3 under the Exchange Act, excluding shares that would be deemed to be beneficially owned as a result of the ownership of stock options.

     To facilitate compliance with the guidelines, 50% of the net after-tax profit shares acquired by the executive or director through equity compensation programs (e.g., stock option exercises, earned performance shares and vested restricted stock) must be held until the executive or

director satisfies the ownership guidelines. Net after-tax profit shares are the shares remaining after payment of any exercise price and taxes owed at the exercise of any option or stock appreciation right, vesting of restricted stock or earn out of performance shares. If an executive or director fails to comply with the guidelines within five years, 100% of the executive’s or director’s net after-tax profit shares acquired through equity compensation programs must be held until the executive or director meets the guideline.

     As of March 31, 2008, each of our NEOs and non-employee directors beneficially owned shares in excess of the minimum ownership requirement.

Employment Agreements

     We have employment agreements with each of our NEOs. We entered into these agreements to recruit and/or retain each executive. These agreements provide each NEO with a competitive level of financial security in the event of certain involuntary terminations. In particular, these agreements provide for severance in the event of an involuntary termination without cause related to a change of control (as defined below), which allows each executive to remain neutral and encourages each executive to maximize shareholder value in the face of a transaction that could eliminate his or her job. Change of control severance for the NEOs would be provided if the executive is involuntarily terminated without cause, resigns for good reason within a certain period of time following the change of control, or resigns for any reason within the 90-day period commencing on the one-year anniversary of a change of control (commonly referred to as a “modified double trigger”). In return for severance benefits, these agreements protect the Company through certain restrictive covenants (e.g., non-competition, non-solicitation, etc.) for a period of time post-termination. See the discussion under “Employment Agreements” for more detail regarding these agreements.

Effect of Regulatory Requirements on Executive Compensation

     Code Section 162(m). Under Section 162(m) of the Internal Revenue Code (Code), certain limits are placed on the tax deductibility of compensation paid to our Chief Executive Officer and our four other most highly compensated executives unless the compensation meets the requirement for “performance-based compensation” as set forth in the tax law and the related regulations. In designing our compensation programs and practices, we have taken the possible effect of Section 162(m) into account, but we recognize the need to maintain flexibility in establishing compensation plans and arrangements for our executive officers in order to achieve our business objectives. As long as we qualify as a REIT, we do not pay taxes at the corporate level. As such, we believe any loss of deductibility of compensation does not have a significant adverse impact on us. In 2007, all compensation paid to these executives was deductible under Section 162(m). To the extent that any part of our compensation expense does not qualify for deduction under Section 162(m), a larger portion of stockholder distributions may be subject to federal income tax as ordinary income rather than return of capital, and any such compensation allocated to our taxable REIT subsidiaries whose income is subject to federal income tax would result in an increase in income taxes due to the inability to deduct such compensation. The Committee will continue to use its best judgment when adopting any plan or compensation arrangement by taking into account all factors, including the materiality of any deductions that might be lost as well as the broader interests to be served by paying competitive compensation.

     Code Section 409A. Code Section 409A generally changes the tax rules that affect most forms of deferred compensation that were not earned and vested prior to 2005. Although complete guidance regarding Code Section 409A has not been issued by the Internal Revenue Service, the Committee takes Code Section 409A into account in determining the form and timing of compensation paid to our executives. Our Company operates and administers its compensation arrangements in accordance with a reasonable good faith interpretation of the new rules. See the Non-Qualified Deferred Compensation table and associated narrative for a more detailed discussion of our non-qualified deferred compensation arrangements.

Executive Compensation and Management Development Committee Report

     The Executive Compensation and Management Development Committee of the board consists of the four directors named below, each of whom is independent as defined in applicable SEC and NYSE rules and under the director independence standards specified in our Corporate Governance Guidelines.

     We have the authority to engage an independent compensation consultant or other advisors. We currently use Cook as our independent compensation consultant. Cook does no work for management unless requested by our Committee chairman, receives no compensation from the Company other than for its work in advising the Committee and maintains no other economic relationships with the Company.

     We held six meetings during 2007. The meetings were designed, among other things, to facilitate and encourage free and frank discussion between Committee members and our consultant as well as extensive communication among Committee members, executive management, and other Company personnel involved in executive compensation matters.

     We reviewed and discussed with management the Compensation Discussion and Analysis that appears in this Form 10-K. Based on our review and these discussions with management and our compensation consultant, we recommended to the board of directors that the Compensation Discussion and Analysis be included in this Form 10-K for filing with the SEC.

Submitted by the Executive Compensation and Management Development Committee:
Charles E. Rice, Chairman
Walter M. Deriso, Jr.
Russell R. French
Stella F. Thayer

2007 Summary Compensation Table

     The following table sets forth information concerning total compensation for the Named Executive Officers during 2007. The Named Executive Officers are our Chief Executive Officer, Chief Financial Officer and the three other most highly compensated executive officers ranked by their total compensation in the table below.

																						Non Equity
														Stock				Option				Incentive Plan				All Other
						Salary				Bonus				Awards				Awards				Compensation				Compensation				Total
Name and Principal Position		Year				($)(1)				($)				($)(2)				($)(2)				Total ($)(3)				($)(4)				($)
David P. Stockert			2007				405,000				—				337,841				280,462				365,000				118,122				1,506,425
President & Chief Executive Officer			2006				390,000				200,000				282,522				223,318				70,000				121,934				1,287,774
Christopher J. Papa			2007				330,000				—				266,433				149,246				222,500				9,178				977,357
Executive VP & Chief Financial Officer			2006				315,000				160,000				126,143				86,287				—				15,497				702,927
Thomas D. Senkbeil			2007				375,000				—				279,531				256,694				262,500				11,228				1,184,953
Executive VP & Chief Investment Officer			2006				365,000				185,000				216,474				191,684				36,750				22,137				1,017,045
Thomas L. Wilkes			2007				340,000				—				204,522				163,403				222,500				10,328				940,753
Executive VP & President, Post Apartment Management			2006				330,000				170,000				156,509				118,669				35,000				57,667				867,845
Sherry W. Cohen			2007				280,000				—				131,568				101,583				156,000				10,497				679,648
Executive VP & Corporate Secretary			2006				265,000				125,000				101,019				77,052				21,000				16,757				605,828

						Insurance
		401(k) Match				Premiums				Perquisites
Name		($)(a)				($)				($)(b)
David P. Stockert			6,750				3,254				108,118
Christopher J. Papa			6,750				2,428				—
Thomas D. Senkbeil			6,750				4,478				—
Thomas L. Wilkes			6,750				3,578				—
Sherry W. Cohen			6,750				3,747				—

2007 Grants of Plan-Based Awards

     The following table sets forth information with respect to grants of non-equity incentive plan awards, equity incentive plan awards, all other stock awards and all other stock option awards to each of the Named Executive Officers during 2007.

																		All Other				All Other								Grant
																		Stock				Option								Date
																		Awards:				Awards:				Exercise				Fair
																		Number of				Number of				or Base				Value of
						Estimated Possible Payouts Under												Shares of				Securities				Price of				Stock and
						Non-Equity Incentive Plan Awards												Stock or				Underlying				Option				Option
						Threshold				Target				Maximum				Units				Options				Awards				Award
Name		Grant Date				($)				($)				($)				(#)				(#)(1)				($/Sh)				($)(2)
David P. Stockert			02/02/2007	(3)			—				137,500				412,500
			02/02/2007																5,730	(4)											275,040
			02/02/2007																				38,070				48.00				275,018
			02/02/2007	(5)			—				325,000				487,500
Christopher J. Papa			02/02/2007	(3)			—				100,000				300,000
			02/02/2007																12,501	(6)											600,048
			02/02/2007																				27,690				48.00				200,033
			02/02/2007	(5)			—				200,000				300,000
Thomas D. Senkbeil			02/02/2007	(3)			—				100,000				300,000
			02/02/2007																4,167	(4)											200,016
			02/02/2007																				27,690				48.00				200,033
			02/02/2007	(5)			—				225,000				337,500
Thomas L. Wilkes			02/02/2007	(3)			—				100,000				300,000
			02/02/2007																4,167	(4)											200,016
			02/02/2007																				27,690				48.00				200,033
			02/02/2007	(5)			—				200,000				300,000
Sherry W. Cohen			02/02/2007	(3)			—				62,500				187,500
			02/02/2007																2,605	(4)											125,040
			02/02/2007																				17,310				48.00				125,047
			02/02/2007	(5)			—				140,000				210,000

2007 Outstanding Equity Awards at Fiscal Year-End

     The following table sets forth information with respect to all outstanding option and stock awards for each of the Named Executive Officers as of December 31, 2007.

		Option Awards																								Stock Awards
																														Equity
																										Equity Incentive				Incentive Plan
						Number of			Number of																	Plan Awards:				Awards:
						Securities			Securities																	Number of				Market Value
						Underlying			Underlying																	Unearned				of Unearned
						Unexercised			Unexercised							Option							Option			Shares That				Shares, That
						Options (#)			Options (#)							Exercise Price							Expiration			Have Not				Have Not
Name		Grant Date				Exercisable			Unexercisable									($)				Date				Vested (#)				Vested ($)(1)
David P. Stockert			05/31/2001				175,000				—								36.47				05/31/2011
			01/30/2003				23,000				—								24.01				01/30/2013
			07/17/2003				140,000				35,000				(2	)			26.07				07/17/2013
			01/20/2004				50,000				—								27.98				01/20/2014
			01/18/2005				33,332				16,668				(3	)			32.53				01/18/2015
			01/18/2006				20,000				40,000				(4	)			40.15				01/18/2016
			02/02/2007				—				38,070				(7	)			48.00				02/02/2017
																											24,661				866,094
Christopher J. Papa			12/01/2003				20,000				10,000				(5	)			28.99				12/01/2013
			01/18/2005				8,333				8,334				(3	)			32.53				01/18/2015
			01/18/2006				10,000				20,000				(4	)			40.15				01/18/2016
			02/02/2007				—				27,690				(7	)			48.00				02/02/2017
																											13,251				465,375
Thomas D. Senkbeil			06/03/2003				132,000				33,000				(6	)			26.78				06/03/2013
			01/20/2004				30,000				—								27.98				01/20/2014
			01/18/2005				33,332				16,668				(3	)			32.53				01/18/2015
			01/18/2006				16,666				33,334				(4	)			40.15				01/18/2016
			02/02/2007				—				27,690				(7	)			48.00				02/02/2017
																											19,168				673,180
Thomas L. Wilkes			02/19/1998				6,667				—								38.94				02/19/2008
			11/20/1998				5,000				—								38.50				11/20/2008
			02/18/1999				20,834				—								36.13				02/18/2009
			02/10/2000				26,316				—								38.13				02/10/2010
			05/31/2001				50,000				—								36.47				05/31/2011
			07/17/2003				30,000				20,000				(2	)			26.07				07/17/2013
			01/20/2004				20,000				—								27.98				01/20/2014
			01/18/2005				16,666				8,334				(3	)			32.53				01/18/2015
			01/18/2006				10,000				20,000				(4	)			40.15				01/18/2016
			02/02/2007				—				27,690				(7	)			48.00				02/02/2017
																											13,615				478,159
Sherry W. Cohen			02/19/1998				9,915				—								38.94				02/19/2008
			11/20/1998				10,000				—								38.50				11/20/2008
			02/18/1999				42,667				—								36.13				02/18/2009
			02/10/2000				40,000				—								38.13				02/10/2010
			07/17/2003				3,334				—								26.07				07/17/2013
			07/17/2003				30,000				15,000				(2	)			26.07				07/17/2013
			01/20/2004				20,000				—								27.98				01/20/2014
			01/18/2005				8,332				4,168				(3	)			32.53				01/18/2015
			01/18/2006				5,833				11,667				(4	)			40.15				01/18/2016
			02/02/2007				—				17,310				(7	)			48.00				02/02/2017
																											8,323				292,304

2007 Option Exercises and Stock Vested

     The following table sets forth information concerning the amounts realized upon the exercise of options and on the vesting of stock during 2007 by each of the Named Executive Officers.

		Option Awards								Stock Awards
		Number of Shares								Number of Shares
		Acquired on				Value Realized on				Acquired on				Value Realized on
Name		Exercise (#)				Exercise ($)(1)				Vesting (#)				Vesting ($)(2)
David P. Stockert			—				—				10,159				435,038
Christopher J. Papa			—				—				6,638				233,948
Thomas D. Senkbeil			—				—				7,857				345,390
Thomas L. Wilkes			—				—				5,902				246,397
Sherry W. Cohen			8,853				77,231				3,777				156,116

Employment Agreements

     We have employment agreements with our NEOs. Each of the agreements was amended and restated in February 2008 and the discussion below reflects the agreements as amended and restated. Where appropriate, we have disclosed the provisions of the agreement prior to the amendment and restatement in a footnote. The agreements generally provide for a minimum base salary and eligibility to receive (i) an annual bonus based on individual and corporate goals established by the Committee, (ii) incentive compensation in the form of options to purchase our common stock, (iii) an award of restricted stock and (iv) a target award under the Shareholder Value Plan. The agreements also provide for participation in our employee benefit plans and specified executive perquisites disclosed in the 2007 Summary Compensation Table above. As part of the employment agreements, our NEOs agree to protect our trade secrets for so long as such information remains a trade secret, to protect any confidential or proprietary information for the one year period following his or her termination of employment and to refrain from soliciting our customers and our employees for the two year period following his or her termination of employment. In addition, our NEOs agree not to compete with us for the period of time following termination specified in the table below. Included in the employment agreements are termination and change of control provisions, which are more fully described in “Potential Payments Upon Termination or Change of Control” below. Other terms of these agreements are summarized in the table below.

Minimum

2007

Date

Annual

Annual

Non-

Term of

Amended &

Base

Base

2008 Annual

Compete

Employment

Name

Restated

Salary(1)

Salary

Base Salary(1)

Period

Agreement

David P. Stockert

2/11/08

$

420,000

$

405,000

$

420,000

1 year

07/17/2010

(2)

Christopher J. Papa

2/11/08

342,000

330,000

342,000

1 year

10/16/2008

(3)

Thomas D. Senkbeil

2/11/08

388,000

375,000

388,000

1 year

06/01/2010

(2)

Thomas L. Wilkes

2/11/08

352,000

340,000

352,000

1 year (4)

10/16/2008

(3)

Sherry W. Cohen

2/11/08

290,000

280,000

290,000

1 year (4)

10/16/2008

(3)

Potential Payments Upon Termination or Change of Control

     As part of the employment agreements with our NEOs, we have agreed to pay certain amounts and provide certain benefits following termination of employment or a change of control under certain circumstances, as described below. The descriptions below reflect the amendments to each NEO’s employment agreement in February 2008. Where appropriate we have included the potential payments under the agreements prior to the amendments.

     Termination For Cause or By Executive Without Good Reason. In the event of termination by us for cause or by the executive without good reason, the executives will forfeit all compensation, perquisites and benefits provided in the agreements, and will not continue to vest in options to purchase common stock or in restricted stock.

     Termination Without Cause or For Good Reason. If any employment agreement is terminated by us without cause or by one of the executives for good reason, the executives will continue to receive all cash compensation, other benefits under our benefit plans and certain perquisites owed for the time periods specified for each executive in the table below (column A) as if he or she continued to be employed for such time periods. In addition, for Messrs. Stockert and Senkbeil, any unvested stock options and restricted stock shall vest on the date of termination to the extent that any such option or restricted stock would have vested through the term of their agreements, and they shall remain eligible to receive payouts under the Shareholder Value Plan as if they continued to be employed through the term of their agreements. For Messrs. Papa and Wilkes and Ms. Cohen, any unvested stock options and restricted stock shall vest on the date of termination to the extent that any such option or share of restricted stock would have vested 18 months from the termination date, and they shall remain eligible to receive payouts under the Shareholder Value Plan as if they continued to be employed 18 months from the termination date. For each executive, the period during which outstanding options may be exercised will be determined as described in the table below (column B).

		Payment Period for Cash
		Compensation and Other Benefits		Exercise Period for Options Following
		Following Termination Date		Termination Date
Name		(A)		(B)
David P. Stockert		remaining agreement term		deemed employed through lesser of agreement term and remaining option term
Christopher J. Papa		18 months		deemed employed through lesser of agreement term and remaining option term
Thomas D. Senkbeil		remaining agreement term		deemed employed through lesser of agreement term and remaining option term
Thomas L. Wilkes		18 months		deemed employed through lesser of agreement term and remaining option term (1)
Sherry W. Cohen		18 months		deemed employed through lesser of agreement term and remaining option term (1)

     In addition, Mr. Stockert will receive a payout equal to $100,000 for each year remaining under the term of his agreement to reduce the principal amount under one of his outstanding loans. Further, shares of restricted stock granted to Mr. Senkbeil on the initial date of his agreement shall vest so that no less than five-eighths of the total number of shares shall have vested on the date of Mr. Senkbeil’s termination.

     Termination in Connection with Change of Control. If a change of control (as defined below) occurs and an executive’s employment is terminated by us without cause or by one of the executives for good reason during the period following the change of control (the protection period) specified in the table below (column A) or if an executive resigns during the 90-day period that starts on the first anniversary of the change of control for any or no reason, the executive will, within 30 days of his or her termination, receive a lump sum payment equal to the multiple of the executive’s cash compensation set forth in the table below (column B). Cash compensation, for purposes of change of control severance, is defined in the agreements as the executive’s base salary at the time of termination (or if greater, the average salary over the prior three years) plus the average annual cash bonuses earned over the prior three years. The value of the stock options, restricted shares and Shareholder Value Plan awards are not included. In addition, any of his or her unvested stock options and restricted stock shall fully vest, and notwithstanding the terms of the stock options, the options shall remain exercisable for the remaining terms of the options as if there had been no termination of employment. The executive will also continue to receive coverage and benefits under the employee benefit plans for the remainder of the protection period and will be eligible to receive such benefits if we terminate their employment without cause or they resign for good reason during the 60-day period leading up to the date of a change of control.

							Payment Multiple of Cash
						Compensation
		Protection				Following
		Period				Termination
Name		(A)				(B)
David P. Stockert		3 years				3 times
Christopher J. Papa		3 years				3 times
Thomas D. Senkbeil		3 years				3 times
Thomas L. Wilkes		3 years				3 times
Sherry W. Cohen		3 years(1)				3 times(1)

     In addition, Mr. Stockert will, within 30 days of termination, receive a payment equal to $100,000 for each year remaining in the protection period to reduce the principal amount under one of Mr. Stockert’s outstanding loans.

Definitions and Other Provisions

     Under the employment agreements, a change of control is defined as:

	•		any change which is required to be reported in a proxy statement,
	•		a person becoming a beneficial owner of 45% or more of the combined voting power of our then outstanding securities for the election of directors,
	•		the members of our board of directors at the beginning of any period of two consecutive years or less cease for any reason to constitute a majority of our board of directors unless their successors were approved by at least two-thirds of the members of our board at the beginning of such period,
	•		the approval by our shareholders of a reorganization, merger, consolidation or share exchange which results in our common stock being converted or changed into securities of another non-Company affiliated organization,
	•		any dissolution or liquidation of Post Properties or the sale or disposition of 50% or more of our assets or business, or

•

the approval by our shareholders of any reorganization, merger, consolidation or share exchange with another corporation that would cause existing shareholders of Post Properties to hold less than 60% of the outstanding shares of common stock of the surviving entity.

     A change of control is “effective” under these agreements on the date of the closing of the transaction which effects the change of control or, if there is no such closing, on the date the change of control is reported to the SEC (or otherwise publicly announced as effective).

     If any of the executives would be subject to a “golden parachute” excise tax as a result of the benefits called for under the change of control provisions in his or her employment agreement, he or she agrees to waive his or her right to up to $25,000 of such benefits in order to eliminate such tax. However, if such a waiver would fail to eliminate such tax, no waiver shall be required, and we will make payments to the executive sufficient to pay such excise tax, any additional federal, state and local taxes due (other than a tax under Section 409A of the Code) and social security and other employment taxes as a result of such payment of excise taxes and any interest or penalties assessed by the Internal Revenue Service related to such excise tax payments (subject to exceptions).

     The tables below were prepared as though the NEOs’ employment was terminated or a change of control occurred on December 31, 2007 using the closing price of our common stock as of December 31, 2007, the last day of the trading year (both as required by the SEC). The amounts reflect the acceleration of benefits described above as well as benefits payable or other consequences under our benefit plans in connection with a change of control. There can be no assurance that a termination or change of control would produce the same or similar results as those shown below if it occurs on any other date or at any other price.

										Accelerated
										Vesting of
										Unvested
						Continued				Equity				Shareholder
		Cash				Benefits and				Compen-				Value Plan				Excise Tax
		Severance				Perquisites (1)				sation (2)				Payouts (3)				Gross-Up (4)				Total
David P. Stockert
•   For Cause / Resignation without Good Reason			—				—				—				—				n/a				—
•   Death/Disability/Retirement			—				—			$	494,079			$	222,500				n/a			$	716,579
•   Involuntary Termination without Cause, Resignation for Good Reason		$	1,690,137			$	37,475			$	1,357,614			$	222,500				n/a			$	3,307,726
•   Involuntary Termination without Cause or Resignation for Good Reason within three years of a Change of Control; Resignation for Any Reason in the 90 Day Period Beginning on the First Anniversary of a Change of Control		$	1,990,000			$	40,185			$	1,626,014			$	222,500				—			$	3,878,699
Christopher J. Papa
•   For Cause / Resignation without Good Reason			—				—				—				—				n/a				—
•   Death/Disability/Retirement			—				—			$	414,629			$	150,000				n/a			$	564,629
•   Involuntary Termination without Cause, Resignation for Good Reason		$	762,500			$	21,224			$	280,014			$	50,000				n/a			$	1,113,738
•   Involuntary Termination without Cause or Resignation for Good Reason within three years of a Change of Control; Resignation for Any Reason in the 90 Day Period Beginning on the First Anniversary of a Change of Control		$	1,525,000			$	37,706			$	548,260			$	150,000			$	693,110			$	2,954,076

										Accelerated
										Vesting of
										Unvested
						Continued				Equity				Shareholder
		Cash				Benefits and				Compen-				Value Plan				Excise Tax
		Severance				Perquisites (1)				sation (2)				Payouts (3)				Gross-Up (4)				Total
Thomas D. Senkbeil
•   For Cause / Resignation without Good Reason			—				—				—				—				n/a				—
•   Death/Disability/Retirement			—				—			$	415,953			$	180,000				n/a			$	595,953
•   Involuntary Termination without Cause, Resignation for Good Reason		$	1,420,858			$	32,945			$	860,397			$	180,000				n/a			$	2,494,200
•   Involuntary Termination without Cause or Resignation for Good Reason within three years of a Change of Control; Resignation for Any Reason in the 90 Day Period Beginning on the First Anniversary of a Change of Control		$	1,760,000			$	41,662			$	991,570			$	180,000			$	790,814			$	3,764,046
Thomas L. Wilkes
•   For Cause / Resignation without Good Reason			—				—				—				—				n/a				—
•   Death/Disability/Retirement			—				—			$	300,148			$	150,000				n/a			$	450,148
•   Involuntary Termination without Cause, Resignation for Good Reason		$	782,500			$	20,629			$	379,309			$	50,000				n/a			$	1,232,438
•   Involuntary Termination without Cause or Resignation for Good Reason within three years of a Change of Control; Resignation for Any Reason in the 90 Day Period Beginning on the First Anniversary of a Change of Control		$	1,565,000			$	41,155			$	680,744			$	150,000				—			$	2,436,899
Sherry W. Cohen
•   For Cause / Resignation without Good Reason			—				—				—				—				n/a				—
•   Death/Disability/Retirement			—				—			$	207,549			$	97,500				n/a			$	305,049
•   Termination without Cause, Resignation for Good Reason		$	620,000			$	13,761			$	256,717			$	35,000				n/a			$	925,478
•   Termination without Cause or for Good Reason within two years of a Change of Control; Resignation for Any Reason in the 90 Day Period Beginning on the First Anniversary of a Change of Control(5)		$	1,240,000			$	28,200			$	438,849			$	97,500				—			$	1,804,549