NOTE



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE

DEPOSITORY TRUST COMPANY ("DTC") (55 WATER STREET, NEW YORK, NEW YORK), TO THE

ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND

ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER

NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS

MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED

REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR

OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE AS THE REGISTERED OWNER HEREOF,

CEDE & CO., HAS AN INTEREST HEREIN.



UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN

CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY

DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF

DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH

SUCCESSOR.





REGISTERED NO.:                                        PRINCIPAL AMOUNT

                                                          $50,000,000

CUSIP NO.: 737415AE9





                           POST APARTMENT HOMES, L.P.

                               6.71% NOTE DUE 2006



         POST APARTMENT HOMES, L.P., a Georgia limited partnership (the

"Issuer," which term includes any successor under the Indenture hereinafter

referred to), for value received, hereby promises to pay to Cede & Co. or its

registered assigns (the "Holder"), upon presentation, the principal sum of FIFTY

MILLION DOLLARS ($50,000,000) on March 13, 2006 (the "Maturity Date"), and to

pay interest on the outstanding principal amount thereon from March 12, 2001, or

from the most recent interest payment date to which interest has been paid or

duly provided for, semi-annually in arrears on March 13 and September 13 of each

year (each an "Interest Payment Date"), commencing September 13, 2001, and at

the Stated Maturity, at the rate of 6.71% per annum, computed on the basis of a

360-day year comprised of twelve 30-day months, until the entire principal

amount hereof is paid or duly provided for. The interest so payable, and

punctually paid or duly provided for on any Interest Payment Date will, as

provided in the Indenture (hereinafter defined), be paid to the person in whose

name this Note (the "Note") (or one or more predecessor Notes) is registered at

the close of business on February 27 of each year (regardless of whether such

day is a Business day) for the March 13 Interest Payment Date and August 30 of

each year (regardless of whether such day is a Business Day) for the September

13 Interest Payment Date (each a "Regular Record Date"). Any such





{PAGE}   2



interest not so punctually paid or duly provided for shall forthwith cease to be

payable to the Holder on such Regular Record Date, and may either be paid to the

Person in whose name this Note (or one or more predecessor Notes) is registered

at the close of business on a Special Record Date for the payment of such

Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to

Holders of Notes not more than 15 days and not less than 10 days prior to such

Special Record Date, or may be paid at any time in any other lawful manner not

inconsistent with the requirements of any securities exchange on which the Notes

may be listed, and upon such notice as may be required by such exchange, all as

more fully provided in the Indenture. Payments of the principal and interest on,

this Note will be made at the office or agency of the Trustee (hereinafter

defined) maintained for that purpose at c/o Harris Trust Bank of New York, Wall

Street Plaza, 88 Pine Street, 19th Floor, New York, New York 10005, or elsewhere

as provided in the Indenture, in United States Dollars; provided, however, that

at the option of the Issuer payment of interest may be made by (i) check mailed

to the address of the Person entitled thereto as such address shall appear in

the Security Register kept for the Notes pursuant to Section 305 of the

Indenture (the "Note Register") or (ii) transfer to an account of the Person

entitled thereto located inside the United States. Payments of principal and

interest in respect of this Note will be made by wire transfer of immediately

available funds, in such coin or currency as at the time of payment is legal

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