Nominating and Corporate Governance Committee Charter

(As adopted by the Board of Directors on February 14, 2012)

The Board of Directors (the “Board”) of Post Properties, Inc. (the “Corporation”) has previously constituted and established the Nominating and Corporate Governance Committee (the “Committee”) with the authority, responsibility and specific duties as described herein. This Charter and the composition of the Committee are intended to comply with applicable law and the rules of The New York Stock Exchange, Inc. (“NYSE”). This document replaces and supersedes in its entirety the previous Charter of the Committee adopted by the Board on February 25, 2010.

I. Purpose

The primary purpose of the Committee is to assist the Board in fulfilling its responsibilities relating to (i) identification of individuals qualified to become Board members and recommendation of director nominees to the Board of Directors prior to each annual meeting of stockholders, (ii) recommendation of nominees for committees of the Board and (iii) matters concerning corporate governance practices.

II. Composition

A. The Committee shall be comprised of three (3) or more directors of the Board appointed by the Board, and the Committee’s composition will meet the requirements of the listing standards of NYSE (the “Listing Standards”). Accordingly, all of the members of the Committee will be independent directors within the meaning of the Listing Standards and free from any relationship that would interfere with the exercise of his or her independent judgment as a member of the Committee in the opinion of the Board. The Board shall affirmatively conclude that the members of the Committee are independent, as required.

B. Each member of the Committee shall be elected by the Board at the annual organizational meeting of the Board and shall serve until his or her successor shall be duly elected and qualified, unless otherwise removed by the Board of Directors. Any vacancies on the Committee occurring prior to the annual organizational meeting shall be filled by the Board. Unless a Chairperson is elected by the full Board, the members of the Committee may designate a Chairperson by majority vote of the full Committee membership.

III. Meetings

The Committee shall hold such meetings as may be called by the Chairperson of the Committee or at the request of the Board of Directors. The Committee shall maintain minutes or other records of meetings and activities of the Committee.

IV. Responsibilities and Duties

The Board of Directors has authorized and directed the Committee to assume each of the following responsibilities, and any other responsibilities the Board of Directors specifically delegates to the Committee, in each case subject to the limitations on the Board of Directors or any committee thereof contained in the Corporation’s Articles of Incorporation or Bylaws or the Georgia Business Corporation Code, as each is in effect from time to time:

A. Nominating

1. Retain, as deemed necessary, and terminate any search firm to be used to identify director candidates. The Committee shall have sole authority to select such search firm and approve its fees and other retention terms.

2. Determine desired board skills and attributes. The Committee shall consider the factors set forth in the Corporation’s Corporate Governance Guidelines.

3. Actively seek individuals whose skills and attributes reflect those desired and evaluate and propose nominees for election to the Board.

4. Review the slate of directors who are to be re-nominated to determine whether they are meeting the Board’s expectations of them.

5. Make recommendations to the full Board for appointments to fill vacancies of any unexpired term on the Board.

6. Annually recommend to the Board nominees for submission to shareholders for approval at the time of the Annual Meeting of Shareholders.

7. Extend, together with the Chairman of the Board, any offers to a new director candidate to serve on the Board.

8. Annually review committee chairs and membership and recommend any changes to the full Board.

B. Governance

1. Evaluate and recommend to the Board the resignation of individual directors for appropriate reasons, as determined by the Committee in its discretion.

2. Review any questions regarding the independence of Board members in accordance with the Director Independence Standards contained in The Corporate Governance Guidelines, the Listing Standards and other applicable rules and regulations.

3. Advise and make recommendations to the Board on matters concerning corporate governance and directorship practices.

4. Periodically review the retirement policy for directors to ensure that it remains appropriate in light of the Company’s need.

5. Develop and recommend to the Board a self-evaluation process for the Board and its committees and oversee such evaluation process.

6. Annually review the Corporate Governance Guidelines and recommend any changes to the Board.

C. General

1. Report periodically to the Board.

2. Annually review the adequacy of this Charter and recommend any proposed changes to the Board for approval.

3. Annually evaluate the performance of the Committee.

V. Certification

This Charter of the Committee was duly approved and adopted by the Board of the Corporation on the 14th day of February, 2012.

Name: Sherry W. Cohen
Title: Executive Vice President and
Corporate Secretary