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Terms Agreement

This is an actual contract by Post Apartment Homes.
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Sectors: Real Estate
Effective Date: June 13, 2000
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(a Georgia limited partnership)

$150,000,000 8 1/8% Notes
due 2005


Dated: June 13, 2000

To: Post Apartment Homes, L.P.
4401 Northside Parkway
Suite 800
Atlanta, Georgia 30327

Ladies and Gentlemen:

We understand that Post Apartment Homes, L.P., a Georgia limited partnership (the "Operating Partnership"), proposes to issue and sell $150,000,000 aggregate principal amount of its Notes (the "Notes") due June 15, 2005 (the "Underwritten Securities") which are part of the series of Medium-Term Notes Due Nine Months or More From Date of Issue of the Operating Partnership. Subject to the terms and conditions set forth or incorporated by reference in this agreement (the "Terms Agreement"), the underwriters named below (the "Underwriters") offer to purchase, severally and not jointly, the principal amount of Underwritten Securities set forth below at 99.243% of the principal amount thereof together with accrued interest thereon, if any, from June 16, 2000.

Principal Amount of
Underwriters Underwritten Securities
------------ -----------------------

Merrill Lynch, Pierce, Fenner & Smith
Incorporated ................. $105,000,000
Bear, Stearns & Co. Inc. .................... $ 18,750,000
Deutsche Bank Securities, Inc. .............. $ 18,750,000
Jackson Securities, Inc. .................... $ 7,500,000

Total ........................ $150,000,000


The Underwritten Securities shall have the terms included in the Prospectus Supplement dated October 31, 1997 and the Prospectus dated October 20, 1997 of the Operating Partnership and the following terms:

Principal Amount to be Issued:

Current Ratings: Baa1 by Moody's Investors Services, Inc.
BBB+ by Standard & Poor's Ratings Services

Form: Registered book-entry form

Initial Price to Public: 99.843% ($149,764,500).

Purchase Price: 99.243% ($148,864,500), plus accrued
interest, if any, from June 16, 2000.

Settlement Date and Place: June 16, 2000 at the offices of
Hogan & Hartson L.L.P., 555 13th
Street, N.W., Washington, D.C.
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