THIRD
AMENDMENT TO SECOND AMENDED AND RESTATED

MASTER CREDIT FACILITY AGREEMENT

(MAA II)


          THIS
THIRD AMENDMENT TO SECOND 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”),  (ii) PRUDENTIAL MULTIFAMILY MORTGAGE INC., a
Delaware corporation (“Lender”); and (iii) FANNIE MAE. 


RECITALS

          A.     Borrower
and Lender are parties to that certain 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 Amended and Restated Master
Credit Facility Agreement dated as of December 10, 2003, which has been further
amended and restated pursuant to that certain Second Amended and Restated
Master Credit Facility Agreement dated as of March 30, 2004, as amended by that
certain First Amendment to Second Amended and Restated Master Credit Facility
Agreement dated as of March 31, 2004, as further amended by that certain Second
Amendment to Second Amended and Restated Master Credit Facility Agreement dated
as of April 30, 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 Agreements 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
has entered into that certain ISDA Master Agreement dated as of August 3, 2004
by and between Borrower, Mid-America Apartments of Texas, L.P., a Texas limited
partnership (“MAA of Texas”, together with Borrower, the “Borrower
Parties”), 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; and










          (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.

          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:

	
   
	
   

	
   
	
  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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  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: