GABLES RESIDENTIAL TRUST
CHESNUT AGREEMENT
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<TYPE>EX-10
<SEQUENCE>6
<FILENAME>ex10chesnt.htm
<DESCRIPTION>CHESNUT AGREEMENT
<TEXT>
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<head>
     <title>Exhibit 10</title>
</head>

<body>

<p class="MsoTitle" align="right"><b><font size="3">Exhibit 10.12</font></b></p>
<p class="MsoTitle">&nbsp;</p>
<p class="MsoTitle" align="center"><b><font face="Times New Roman" size="3">GABLES
RESIDENTIAL TRUST</font></b></p>
<p class="MsoSubtitle" align="center"><font face="Times New Roman" size="3">Senior
Executive Severance Agreement</font></p>
<p class="MsoBodyText"><font face="Times New Roman" size="3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
AGREEMENT made
as of this 24th day of January, 2002 (the "Effective Date") by and among
Gables Residential Trust, a Maryland business trust with its principal place of
business in Atlanta, Georgia (the "Company"), and Douglas G. Chesnut, Senior
Vice President of Investments (the "Executive").

</font></p>
<p class="MsoNormal" style="margin-left:.5in;text-align:justify;text-indent:-.5in;
mso-list:l1 level1 lfo1;tab-stops:list .5in"><font face="Times New Roman" size="3">1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Purpose.</u>&nbsp; The Board of Trustees of the Company (the "Board")
recognizes that, as is the case with many publicly held corporations, the
possibility of a Change in Control (as defined in Section 2 hereof) exists and
that such possibility, and the uncertainty and questions which it may raise, may
influence the Executive's decision to accept the offered position with the
Company.&nbsp; Therefore, the Board has
agreed to enter into an agreement that reinforces its commitment to the
Executive in the face of potentially disturbing circumstances arising from the
possibility of a Change in Control.&nbsp; Nothing
in this Agreement shall be construed as creating an express or implied contract
of employment and, except as otherwise agreed in writing between the Executive
and the Company, the Executive shall not have any right to be retained in the
employ of the Company.

</font></p>
<p class="MsoNormal" style="margin-left:.5in;text-align:justify;text-indent:-.5in;
mso-list:l1 level1 lfo1;tab-stops:list .5in"><font face="Times New Roman" size="3">2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Change
in Control.</u>&nbsp;
For purposes of this Agreement, a "Change in Control" shall mean the
occurrence of any one of the following events:</font></p>
<p class="MsoNormal" style="margin-left:.5in;text-align:justify"><font size="3"><font face="Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
any "person," as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the "Act") (other than the
Company, any of its Subsidiaries (as defined below), or any trustee, fiduciary
or other person or entity holding securities under any employee benefit plan or
trust of the Company or any of its Subsidiaries), together with all
"affiliates" and "associates" (as such terms are defined in Rule 12b-2
under the Act) of such person, shall become the "beneficial owner" (as such
term is defined in Rule 13d-3 under the Act), directly or indirectly, of
securities of the Company representing 40% or more of either (i) the combined
voting power of the Company's then outstanding securities having the right to
vote in an election of the Board ("Voting Securities") or (ii) the then
outstanding common shares of beneficial interest, par value $.01 per share, of
the Company ("Shares") (in either such case other than as a result of an
acquisition of securities directly from the Company); or<br>
<br>
(b)&nbsp;&nbsp;&nbsp;&nbsp;
individuals who, as of the date hereof, constitute the Board (the
"Incumbent Members") cease for any reason to constitute at least a majority
of the Board, provided, however, that any individual becoming a trustee of the
Company subsequent to the date hereof (excluding, for this purpose, (A) any such
individual whose initial assumption of office is in connection with an actual or
threatened solicitation of proxies or consents by or on behalf of a person other
than the Board, including by reason of agreement intended to avoid or settle any
such actual or threatened contest or solicitation, and (B) any individual whose
initial assumption of office is in connection with a merger or consolidation,
involving an unrelated entity), whose election or nomination for election by the
Company's shareholders was approved by a vote of at least a majority of the
persons then comprising Incumbent Members shall for purposes of this Agreement
be considered an Incumbent Member; or&nbsp;<br>
<br>
(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
the consummation of a consolidation or merger of the Company where the
shareholders of the Company, immediately prior to the consolidation or merger,
would not, immediately after the consolidation or merger, "beneficially own"
(as such term is defined in Rule 13d-3 under the Act), directly or indirectly,
shares representing in the aggregate 50% or more of the voting shares of the
corporation issuing cash or securities in the consolidation or merger (or of its
ultimate parent corporation, if any) (the "Resulting Corporation"); or<br>
<br>
(d)&nbsp;&nbsp;&nbsp;&nbsp;
the shareholders of the Company shall approve (A) any sale, lease,
exchange or other transfer to an unrelated party (in one transaction or a series
of transactions contemplated or arranged by any party as a single plan) of all
or substantially all of the assets of the Company or (B) any plan or proposal
for the liquidation or dissolution of the Company.</font></font></p>
<p class="MsoBodyTextIndent2" style="margin-left:.5in;text-indent:.5in"><font face="Times New Roman" size="3">Notwithstanding
the foregoing, a "Change in Control" shall not be deemed to have occurred
for purposes of the foregoing clause (a) solely as the result of an acquisition
of securities by the Company which, by reducing the number of Shares or other
Voting Securities outstanding, increases (x) the proportionate number of Shares
beneficially owned by any person to 40% or more of the Shares then outstanding
or (y) the proportionate voting power represented by the Voting Securities
beneficially owned by any person to 40% or more of the combined voting power of
all then outstanding Voting Securities;&nbsp;&nbsp; <u>provided,</u> <u>however,</u> that if
such person referred to in clause (x) or (y) of this sentence shall thereafter
become the beneficial owner of any additional Shares or Voting Securities (other
than pursuant to a stock split, stock dividend, or similar transaction or as a
result of an acquisition of securities directly from the Company) and
immediately thereafter beneficially owns 40% or more of the combined voting
power of all the outstanding Voting Securities or 40% or more of the Shares then
outstanding, then a "Change in Control" shall be deemed to have occurred for
purposes of the foregoing clause (a).

</font></p>
<p class="MsoBodyTextIndent2" style="margin-left:.5in"><font face="Times New Roman" size="3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding the foregoing, a "Change in Control" shall not be
deemed to have occurred for purposes of the foregoing clause [c] if after the
consummation of a consolidation or merger of the Company where the shareholders
of the Company, immediately prior to the consolidation or merger, would,
immediately after the consolidation or merger, "beneficially own" (as such
term is defined in Rule 13d-3 under the Act), directly or indirectly, shares
representing in the aggregate less than 50% or more of the voting shares of the
Resulting Corporation, the Incumbent Members constitute at least 50% of the
board of directors or board of trustees of the Resulting Corporation and the
Chairman and Chief Executive Officer of the Company prior to the consolidation
or merger remains the Chief Executive Officer of the Resulting Company
immediately after consolidation or merger.

</font></p>
<p class="MsoBodyTextIndent2" style="margin-left:.5in"><font face="Times New Roman" size="3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As used in this definition of "Change in Control," the term
"Subsidiary" means Gables Realty Limited Partnership, Gables Residential
Services, Inc., Gables Central Construction, Inc., and Gables East Construction,
Inc., and any corporation or other entity (other than the Company) in any
unbroken chain of corporations or other entities, beginning with the Company if
each of the corporations or entities (other than the last corporation or entity
in the unbroken chain) owns stock or other interest possessing 50% or more of
the economic interest or the total combined voting power of all classes of stock
or other interest in one of the other corporations or entities in the chain.</font></p>
<p class="MsoNormal" style="margin-left:.5in;text-align:justify;text-indent:-.5in;
mso-list:l1 level1 lfo1;tab-stops:list .5in"><font size="3"><font face="Times New Roman">3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Terminating
Event.</u>&nbsp;
A &quot;Terminating Event&quot; shall mean any of the events provided in this
Section 3 occurring within 24 months following a Change in Control:<br>
<br>
(a) &nbsp;&nbsp;
termination by the Company of the employment of the Executive with the
Company and its Subsidiaries for any reason other than for Cause or the death of
the Executive.&nbsp; "Cause" shall
mean, and shall be limited to, the occurrence of any one or more of the
following events: </font></font></p>
<p class="MsoBodyTextIndent2" align="left" style="margin-left:.75in;text-align:
left;text-indent:-.25in;mso-list:l1 level2 lfo1;tab-stops:list .75in"><font size="3"><font face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;
a willful act of dishonesty by
the Executive in connection with the performance of his material duties
involving the Company or any of its Subsidiaries; or

<br>
<br>
(ii)&nbsp; conviction of the Executive of
a crime involving moral turpitude or conviction of a felony and such conviction has a material adverse affect on the interests of the Company; or<br>
<br>


(iii) the deliberate or willful failure
by the Executive (other than by reason of the Executive's physical or mental
illness, incapacity or disability) to substantially perform the Executive's duties with
the Company and the continuation of such failure for a period of 30 days after delivery by the Company to the Executive
of written notice specifying the scope and nature of such failure and its intention to terminate the Executive for Cause.&nbsp;</font></font></p>
<p class="MsoBodyTextIndent2" align="left" style="margin-left:.5in;text-align:left"><font face="Times New Roman" size="3">A
Terminating Event shall not be deemed to have occurred pursuant to this Section
3(a) solely as a result of the Executive being an employee of any direct or
indirect successor to the business or assets of the Company, rather than
continuing as an employee of the Company following a Change in Control.&nbsp;
For purposes of clauses (i) and (iii) of this Section 3(a), no act, or
failure to act, on the Executive's part shall be deemed "willful" unless
done, or omitted to be done, by the Executive without reasonable belief that the
Executive's act, or failure to act, was in the best interest of the Company;
or&nbsp;</font></p>
<p class="MsoBodyTextIndent2" align="left" style="margin-left:.75in;text-align:
left;text-indent:-.25in;tab-stops:list 1.75in"><font size="3"><font face="Times New Roman">(b)&nbsp;&nbsp;
termination by the Executive of the Executive's employment with the
Company and its Subsidiaries for Good Reason.&nbsp;
"Good Reason" shall mean the occurrence of any of the following
events:&nbsp;</font></font></p>
<p class="MsoBodyTextIndent2" align="left" style="margin-left:1.25in;text-align:
left"><font face="Times New Roman" size="3">(i)&nbsp;
a substantial adverse change in the nature or scope of the Executive's
responsibilities, authorities, powers, functions, or duties from the responsibilities, authorities, powers,
functions, or duties exercised by the Executive immediately prior to the Change in
Control; or

</font></p>
<p class="MsoBodyTextIndent2" align="left" style="margin-left:1.25in;text-align:
left"><font face="Times New Roman" size="3">(ii)&nbsp;
a reduction in the Executive's annual base salary as in effect on the
date hereof or as the same may be increased from time to time except for across-the-board salary reductions
similarly affecting all or substantially all management employees; or

</font></p>
<p class="MsoBodyTextIndent2" style="margin-left:1.25in"><font size="3"><font face="Times New Roman">(iii) the
relocation of the Company's offices at which the Executive is principally
employed immediately prior to the date of a Change in Control to a location more than 30 miles from
such offices, or the requirement by the Company for the Executive to be based anywhere other than the Company's
offices at such location, except for required travel on the Company's business to an extent
substantially consistent with the Executive's business travel obligations immediately prior to the Change in Control; or<br>
<br>
(iv)&nbsp;&nbsp;&nbsp;
the failure by the Company to pay to the Executive any portion of his
compensation or to pay to the Executive any portion of an installment of deferred compensation under any deferred
compensation program of the Company within 15 days of the date such compensation is due without prior written
consent of the Executive; or<br>
<br>
</font>(v)&nbsp;&nbsp;&nbsp;&nbsp;
the failure by the Company to obtain an effective agreement from any
successor to assume and agree&nbsp;to perform this Agreement.</font></p>
<p class="MsoBodyTextIndent2" style="margin-left:.5in;text-indent:-.5in;
mso-list:l1 level1 lfo1;tab-stops:list .5in"><font size="3">4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>&nbsp;Special Termination Payments</u>&nbsp; In the event a Terminating Event occurs within the period (as
defined in 4(a), 4(b) and 4(c) below), subject to the signing by Executive of a
release of employment-related claims reasonably acceptable to the Company (or
its successor), the Company shall pay to the Executive,</font>

</p>
<p class="MsoBodyTextIndent2" style="margin-left:.75in;text-indent:-.25in;
mso-list:l1 level2 lfo1;tab-stops:list .75in"><font size="3">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
During the period of&nbsp; zero(0)
to one (1) year following the effective date, an amount equal to one hundred
(100) percent of the sum of Executive's most recent total annual compensation.</font>

</p>
<p class="MsoBodyTextIndent2" style="margin-left:.75in;text-indent:-.25in;
mso-list:l1 level2 lfo1;tab-stops:list .75in"><font size="3">(b)&nbsp;&nbsp;&nbsp;&nbsp;
During the period of one (1) to two (2) years following the effective
date an amount equal to sixty-six (66) percent of the sum of Executive's most
recent total annual compensation</font>

</p>
<p class="MsoBodyTextIndent2" style="margin-left:.75in;text-indent:-.25in"><font size="3">(c)
During the period of two (2) to three (3) years following the effective date an
amount equal to thirty-three (33) percent of the sum of Executive's most
recent total annual compensation.&nbsp; &nbsp;</font>

</p>
<p class="MsoBodyTextIndent2" style="margin-left:.5in;text-indent:-.5in;
mso-list:l1 level1 lfo1;tab-stops:list .5in"><font size="3">5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Term.</u>&nbsp;
This Agreement shall take effect on the Effective Date set forth above
and shall terminate upon the earliest of (a) the termination by the Company of
the employment of the Executive for Cause; (b) the resignation or voluntary
termination of the Executive for any reason prior to a Change in Control; (c)
the resignation of the Executive after a Change in Control for any reason other
than the occurrence of any of the events enumerated in Section 3(b)(i)-(v) of
this Agreement; or (d) three (3) years from the Effective Date.

&nbsp;</font>

</p>
<p class="MsoBodyTextIndent2" style="margin-left:.5in;text-indent:-.5in;
mso-list:l1 level1 lfo1;tab-stops:list .5in"><font size="3">6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Withholding.</u>&nbsp; All payments made by the
Company under this Agreement shall be net of any tax or other amounts required
to be withheld by the Company under applicable law.

&nbsp;</font>

</p>
<p class="MsoBodyTextIndent2" style="margin-left:.5in;text-indent:-.5in;
mso-list:l1 level1 lfo1;tab-stops:list .5in"><font size="3">7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>No Mitigation; Disputes; Etc.</u>

</font>

</p>
<p class="MsoBodyTextIndent2" style="margin-left:.5in"><font size="3">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>No Mitigation.</u>&nbsp; The Company agrees that,
if the Executive's employment by the Company is terminated during the term of
this Agreement, the Executive is not required to seek other employment or to
attempt in any way to reduce any amounts payable to the Executive by the Company
pursuant to Section 4 hereof.&nbsp; Further,
the amount of any payment provided for in this Agreement shall not be reduced by
any compensation earned by the Executive as the result of employment by another
employer, by retirement benefits, or otherwise.&nbsp;</font>

</p>
<p class="MsoBodyTextIndent2" style="margin-left:.75in;text-indent:-.25in;
mso-list:l1 level2 lfo1;tab-stops:list .75in"><font size="3">(b)&nbsp;&nbsp;&nbsp;&nbsp;
<u>Mediation of Disputes.</u>&nbsp; The
parties shall endeavor in good faith to settle within 90 days any controversy or
claim arising out of a relating to this Agreement or the breach thereof through
mediation with JAMS, Endispute or similar organizations.&nbsp;
If the controversy or claim is not resolved within 90 days, the parties
shall be free to pursue other legal remedies in law or equity.&nbsp;</font>

</p>
<p class="MsoBodyTextIndent2" style="margin-left:.5in;text-indent:-.5in;
mso-list:l1 level1 lfo1;tab-stops:list .5in"><font size="3">8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Assignment; Prior Agreements.</u>&nbsp; Neither
the Company nor the Executive may make any assignment of this Agreement or any
interest herein, by operation of law or otherwise, without the prior written
consent of the other party, and without such consent any attempted transfer
shall be null and void and of no effect.&nbsp; This
Agreement shall inure to the benefit of and be binding upon the Company and the
Executive, their respective successors, executors, administrators, heirs and
permitted assigns.&nbsp; In the event of
the Executive's death after a Terminating Event but prior to the completion by
the Company of all payments due him under Section 4 of this Agreement, the
Company shall continue such payments to the Executive's beneficiary designated
in writing to the Company prior to his death (or to his estate, if the Executive
fails to make such designation).&nbsp;</font>

</p>
<p class="MsoBodyTextIndent2" style="margin-left:.5in;text-indent:-.5in;
mso-list:l1 level1 lfo1;tab-stops:list .5in"><font size="3">9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Enforceability.</u>&nbsp; If any portion or
provision of this Agreement shall to any extent be declared illegal or
unenforceable by a court of competent jurisdiction, then the remainder of this
Agreement, or the application of such portion or provision in circumstances
other than those as to which it is so declared illegal or unenforceable, shall
not be affected thereby, and each portion and provision of this Agreement shall
be valid and enforceable to the fullest extent permitted by law.&nbsp;</font>

</p>
<p class="MsoBodyTextIndent2" style="margin-left:.5in;text-indent:-.5in;
mso-list:l1 level1 lfo1;tab-stops:list .5in"><font size="3">10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Waiver</u>.&nbsp;
No Waiver of any provision hereof shall be effective unless made in
writing and signed by the waiving party.&nbsp; The
failure of any party to require the performance of any term or obligation of
this Agreement, or the waiver by any party of any breach of this Agreement,
shall not prevent any subsequent enforcement of such term or obligation or be
deemed a waiver of any subsequent breach. &nbsp;</font>

</p>
<p class="MsoBodyTextIndent2" style="margin-left:.5in;text-indent:-.5in;
mso-list:l1 level1 lfo1;tab-stops:list .5in"><font size="3">11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Notices.</u>&nbsp; Any notices, requests,
demands, and other communications provided for by this Agreement shall be
sufficient if in writing and delivered in person or sent by registered or
certified mail, postage prepaid, to the Executive at the last address the
Executive has filed in writing with the Company, or to the Company at its main
office, attention of the Board of Trustees.&nbsp;</font>

</p>
<p class="MsoBodyTextIndent2" style="margin-left:.5in;text-indent:-.5in;
mso-list:l1 level1 lfo1;tab-stops:list .5in">

<font size="3">12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Effect on Other Plans.</u>&nbsp; Nothing
in this Agreement shall be construed to limit the rights of the Executive under
the Company's benefit plans, programs or policies.</font>

</p>
<p class="MsoBodyTextIndent2" style="margin-left:.5in;text-indent:-.5in;
mso-list:l1 level1 lfo1;tab-stops:list .5in"><font size="3">13.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Amendment.</u>&nbsp; This Agreement may be
amended or modified only by a written instrument signed by the Executive and by
a duly authorized representative of the Company.&nbsp;</font>

</p>
<p class="MsoBodyTextIndent2" style="margin-left:.5in;text-indent:-.5in;
mso-list:l1 level1 lfo1;tab-stops:list .5in"><font size="3">14.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Governing Law.</u>&nbsp; This is a Maryland
contract and shall be construed under and be governed in all respects by the
laws of the State of Maryland.

</p>
<p class="MsoBodyTextIndent2" style="margin-left:.5in;text-indent:-.5in;
mso-list:l1 level1 lfo1;tab-stops:list .5in"><font size="3">15.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Obligations of Successors.</u>&nbsp; In
addition to any obligations imposed by law upon any successor to the Company,
the Company will use their best efforts to require any successor (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company to expressly assume
and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform if no such succession had taken
place.

&nbsp;</font>

</p>
<p class="MsoBodyTextIndent2" style="margin-left:.5in"><font size="3">IN WITNESS WHEREOF, this Agreement has been
executed as a sealed instrument by the Company by its duly authorized officer
and by the Executive, as of the date first above written.</font>

</p>

<p class="MsoBodyTextIndent2" style="margin-left:.5in">&nbsp;

</p>

<p class="MsoBodyTextIndent2" style="margin-left:.5in"><font size="3">GABLES RESIDENTIAL TRUST<br>
<br>
By: <u>/s/ Chris D. Wheeler<br>
</u>Chris D. Wheeler<br>
Chairman and Chief Executive Officer<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<br>
<br>
<br>
<br>
By:&nbsp; <u>/s/ Douglas G. Chesnut<br>
</u>Douglas G. Chesnut&nbsp;</font>

</p>

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