SECOND
AMENDMENT TO THIRD AMENDED AND RESTATED 

MASTER CREDIT FACILITY AGREEMENT
(MAA I)


          THIS
SECOND AMENDMENT TO THIRD AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT
(the “Amendment”)
is effective as of the 3rd day of August, 2004, by and among (i) (a)
MID-AMERICA APARTMENT COMMUNITIES, INC., a Tennessee corporation (the “REIT”),
(b) MID-AMERICA APARTMENTS, L.P., a Tennessee limited partnership (“OP”)
(the REIT and OP being collectively referred to as “Borrower”), and (c)
MID-AMERICA APARTMENTS OF TEXAS, L.P., a Texas limited partnership (“MAA of
Texas”; MAA of Texas and Borrower being collectively referred to
as the “Borrower Parties”); (ii) PRUDENTIAL MULTIFAMILY MORTGAGE
INC., a Delaware corporation (“Lender”); and (iii) FANNIE MAE. 


RECITALS

          A.     Borrower
Parties and Lender are parties to that certain Amended and Restated Master
Credit Facility Agreement dated as of the 22nd day of August, 2002, by and between
Borrower and Lender, which was amended and restated pursuant to that certain
Second Amended and Restated Master Credit Facility Agreement dated as of
December 10, 2003, which has been further amended and restated pursuant to that
certain Third Amended and Restated Master Credit Facility Agreement dated as of
March 30, 2004, as amended by that certain First Amendment to Third Amended and
Restated Master Credit Facility Agreement dated as of March 31, 2004 (as
amended from time to time, the “Master Agreement”).

          B.     All
of the Lender’s right, title and interest in the Master Agreement and the Loan
Documents executed in connection with the Master Agreement or the transactions
contemplated by the Master Agreement have been assigned to Fannie Mae pursuant
to that certain Assignment of Collateral Agreements and Other Loan Documents,
dated as of August 22, 2002 and that certain Assignment of Collateral
Agreements and Other Loan Documents, dated as of December 10, 2003 and that
certain Assignment of Collateral Agreement and Other Loan Documents dated as of
March 31, 2004 (collectively, the “Assignment”).  Fannie Mae has not assumed any of the obligations of the Lender
under the Master Agreement or the Loan Documents as a result of the
Assignment.  Fannie Mae has designated the
Lender as the servicer of the Loans contemplated by the Master Agreement.
Lender is entering into this Amendment in its capacity as servicer of the loan
set forth in the Master Agreement.

          C.     Borrower
Parties have entered into that certain ISDA Master Agreement dated as of August
3, 2004 by and between Borrower Parties and Deutsche Bank AG, New York (the “Counterparty”),
and countersigned by Fannie Mae (together with all schedules thereto, the “Swap
Documents”), pursuant to which the Counterparty agreed to
provide interest rate protection for the Borrower Parties.

          D.     Fannie
Mae has agreed to credit enhance certain obligations under the Swap Documents.








          E.     As
a condition to the credit enhancement, Fannie Mae has required that the
Borrower Parties enter into this Amendment in order to provide that the
Collateral under the Master Agreement also secure any liability Fannie Mae may
incur as a result of such credit enhancement of the Swap Documents.

          NOW,
THEREFORE, the parties hereto, in consideration of the mutual promises and
agreements contained in this Amendment and the Master Agreement, and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, hereby agree as follows:

          Section
1.     Obligations Secured.  The Collateral under the
Master Agreement shall also secure any and all liability Fannie Mae may incur
in connection with Fannie Mae’s agreement to provide credit enhancement of the
Swap Documents, including but not limited to:

          (a)     any
and all amounts provided by Fannie Mae under the credit enhancement;    

          (b)     any
and all amounts to be paid by the Borrower Parties to replenish fully any
reserve funds required under the Swap Documents;  

          (c)     any
and all reasonable fees, costs, charges and expenses (including the fees and
expenses of attorneys, accountants and other experts) which Fannie Mae may pay
or incur in connection with any payment under any of the Swap Documents,
including payments of any fees and charges in connection with any accounts
established to facilitate payments under any Swap Document, or the performance
of Fannie Mae’s obligations under any Swap Document;

          (d)     the
amount of any fees, costs, or charges or expenses (including the fees and
expenses of attorneys, accountants and other experts) incurred by Fannie Mae in
connection with the administration or enforcement of or preservation of rights
or remedies under this Agreement or any of the Loan Documents or in connection
with the foreclosure upon, sale of or other disposition of any security granted
pursuant to the Loan Documents;

          (e)     any
payments or advances made by Fannie Mae on behalf of any Borrower pursuant to
any of the Loan Documents;

          (f)     all
costs and expenses incurred in connection with or related to the execution and
delivery of each Swap Document, any tax or governmental charge imposed in
connection with the execution and delivery of each Swap Document and the
reasonable fees and disbursements of Fannie Mae’s counsel and accountants,
including fees and expenses relating to any (a) amendments, consents or waivers
to this Amendment or any of the Loan Documents (whether or not any such
amendments, consents or waivers are entered into), (b) requests to evaluate
any substitute or additional Collateral or the release of Collateral, (c)
collection, disbursement or application of insurance or condemnation awards,
proceeds, damages or other payments including, without limitation, all costs
incurred in connection with the application of insurance or condemnation awards
to restore or repair any Mortgaged Property, including reasonable appraiser
fees;






          (g)     any
transfer taxes, documentary taxes, assessments or charges made by any
governmental authority, by reason of the execution, delivery, filing,
recordation, performances or enforcement of any of the Loan Documents; provided
the Borrower Parties will not be obligated to pay any franchise, excise,
estate, inheritance, income, excess profits or similar tax on Fannie Mae; and

          Section
2.     Capitalized Terms.  All capitalized terms used in this Amendment
which are not specifically defined herein shall have the respective meanings
set forth in the Master Agreement.

          Section
3.     Reaffirmation.  The Borrower Parties hereby reaffirm their
obligations under the Master Agreement.

          Section
4.     Full Force and Effect.  Except as expressly modified by this
Amendment, all terms and conditions of the Master Agreement shall continue in full
force and effect.

          Section
5.     Counterparts.  This Amendment may be executed in
counterparts by the parties hereto, and each such counterpart shall be
considered an original and all such counterparts shall constitute one and the
same instrument.

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          IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day
and year first above written.

	
   
	
  BORROWER
  PARTIES:

	
   
	
   

	
   
	
  MID-AMERICA APARTMENT COMMUNITIES,

  INC., a Tennessee corporation

	
   
	
   

	
   
	
  By:

	
   
	
   
	
  



  	
   

	
   
	
   
	
  Al Campbell

	
   
	
   
	
  Senior Vice President and Treasurer

	
   
	
   

	
   
	
  MID-AMERICA APARTMENTS, L.P.,

  a Tennessee limited partnership

	
   
	
   

	
   
	
  By:
	
  Mid-America Apartment Communities, Inc.,

  a Tennessee corporation, its general partner

	
   
	
   

	
   
	
   
	
  By:

	
   
	
   
	
  



  	
   

	
   
	
   
	
   
	
  Al Campbell

	
   
	
   
	
  Senior Vice President and Treasurer

								



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PAGE]










	
   
	
  
MID-AMERICA APARTMENTS OF TEXAS, L.P., a
  Texas
limited partnership
	 

	
   
	
   
	 

	
   
	
  By:
	
  MAC of Delaware, Inc., a Delaware 
corporation, its
  general partner
	 

	
   
	
   
	 

	
   
	
   
	
  By:
	 

	
   
	
   
	
   
	
  



  	
   

	
   
	
   
	
  Name: John A. Good
	 

	
   
	
   
	
  Title: Assistant Secretary
	 

						



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LENDER:

	
   
	
   

	
   
	
  PRUDENTIAL MULTIFAMILY MORTGAGE INC., a
  Delaware
corporation

	
   
	
   

	
   
	
   
	
  By:

	
   
	
   
	
   
	
  



  	
   

	
   
	
   
	
  Name: Sharon D. Singleton

	
   
	
   
	
  Title:Vice President 















	
   
	
  
FANNIE MAE:

	
   
	
   

	
   
	
  FANNIE MAE, a
  federally-chartered and stockholder-owned corporation organized and existing
  under the Federal National Mortgage Association Charter Act, 12 U.S.C. §
  1716, et seq.

	
   
	
   

	
   
	
  By:

	
   
	
   
	
  



  	
   
	 

	
   
	
  Name:

	
   
	
   
	
  



  	
   

	
   
	
  Title: