EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “ Agreement ”) effective as of December 5, 2008, by and between MID-AMERICA APARTMENT COMMUNITIES, INC. , a Tennessee corporation (the “ Company ”), and SIMON R.C. WADSWORTH (the “ Executive ”).

WHEREAS , the Company desires to employ the Executive to serve as the President and Chief Executive Officer of the Company; and

WHEREAS , to the extent this Agreement provides for any “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Agreement will be administered in compliance with Code Section 409A and the regulations promulgated thereunder; and

WHEREAS , the Company and the Executive each deem it necessary and desirable to execute a written document setting forth the terms and conditions of said relationship.

NOW, THEREFORE , in consideration of the premises and mutual obligations hereinafter set forth the parties agree as follows:

1.   Definitions .  For purposes of this Agreement, the following terms shall have the following definitions:

“ 1994 Plan ” means the Company’s Amended and Restated 1994 Restricted Stock and Stock Option Plan.

“ 2004 Plan ” means the Company’s 2004 Stock Plan.

“ Additional Amount ” means the amount the Company shall pay to the Executive in order to indemnify the Executive against all claims, losses, damages, penalties, expenses, interest, and Excise Taxes (including additional taxes on such Additional Amount) incurred by Executive as a result of Executive receiving Change of Control Benefits as further described in Section 9(e) of this Agreement.

“ Agreement ” has the meaning set forth in the preamble above.

“ Arbitrators ” means the arbitrators selected to conduct any arbitration proceeding in connection with any disputes arising out of or relating to this Agreement.

“ Award Plans ” has the meaning set forth in Section 4(b) of this Agreement.

“ Base Salary ” means the annual salary to be paid to Executive as set forth in Section 4(a) of this Agreement.

“ Benefit Plans ” has the meaning set forth in Section 4(c) of this Agreement.

“ Board ” means the Board of Directors of the Company.

“ Change of Control ” means any of the following events which occur during the Term of this Agreement:

(i)   any “person”, as that term is used in Section 13(d) and Section 14(d)(2) of the Exchange Act , becomes, is discovered to be, or files a report on Schedule 13D or 14D-1 (or any successor schedule, form or report) disclosing that such person is, a beneficial owner (as defined in Rule 13d-3 under the Exchange Act or any successor rule or regulation), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, regardless of whether or not the Board shall have approved the acquisition of such securities by the acquiring person;

(ii)   individuals who, as of the effective date of this Agreement, constitute the Board cease for any reason to constitute at least a majority of the Board, unless any such change is approved by the vote of at least 80% of the members of the Board in office immediately prior to such cessation;

(iii)   the Company is merged, consolidated or reorganized into or with another corporation or other legal person, or securities of the Company are exchanged for securities of another corporation or other legal person, and immediately after such merger, consolidation, reorganization or exchange less than 80% of the combined voting power of the then-outstanding securities of such corporation or person immediately after such transaction are held, directly or indirectly, in the aggregate by the holders of securities entitled to vote generally in the election of directors of the Company immediately prior to such transaction;

(iv)   the Company in any transaction or series of related transactions, sells all or substantially all of its assets to any other corporation or other legal person and less than a majority of the combined voting power of the then-outstanding securities of such corporation or person immediately after such sale or sales are held, directly or indirectly, in the aggregate by the holders of securities entitled to vote generally in the election of directors of the Company immediately prior to such sale;

(v)   the Company and its affiliates shall sell or transfer (in a single transaction or series of related transactions) to a non-affiliate business operations or assets that generated at least two-thirds of the consolidated revenues (determined on the basis of the Company’s four most recently completed fiscal quarters for which reports have been filed under the Exchange Act) of the Company and its subsidiaries immediately prior thereto;

(vi)   the Company files a report or proxy statement with the Securities and Exchange Commission pursuant to the Exchange Act disclosing in response to Form 8-K (or any successor, form or report or item therein) that a change in control of the Company has occurred;

(vii)   the shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company; or

(viii)   any other transaction or series of related transactions occur that have substantially the effect of the transactions specified in any of the preceding clauses in this sentence.

“ Change of Control Benefits ” means the Executive’s receipt of the Termination Payment or any other payment, benefit or compensation (except for the Additional Amount) which the Executive receives or has the right to receive from the Company or any of its affiliates as a result of a Change of Control Termination.

“ Change of Control Termination ” means (i) a Termination Without Cause of the Executive’s employment by the Company, in anticipation of, on, or within three (3) years after a Change of Control, (ii) the Executive’s resignation for Good Reason on or within three (3) years after a Change of Control, or (iii) Executive’s giving of a Termination Notice of Voluntary Termination during the thirty days immediately following the Change of Control or during the thirty days immediately following the one year anniversary of the Change of Control.

“ Code ” has the meaning set forth in the recitals above.

“ Company ” means Mid-America Apartment Communities, Inc., a Tennessee corporation, and any successor to its business and/or assets which assumes and agrees to perform this Agreement by operation of law, or otherwise.

“ Company Shares ” means the shares of common stock of the Company or any securities of a successor company which shall have replaced such common stock.

“ Compensation Committee ” means the compensation committee of the Board.

“ Excess Parachute Payments ” has the meaning set forth in section 280G of the Code.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Excise Tax ” means a tax on Excess Parachute Payments imposed pursuant to Code section 4999.

“ Executive ” means the person identified in the preamble paragraph of this Agreement.

“ Fair Market Value ” means, on any give date, the closing sale price of the common stock of the Company on the New York Stock Exchange on such date, or, if the New York Stock Exchange shall be closed on such date, the next preceding date on which the New York Stock Exchange shall have been open.

“ Good Reason ” means that the Executive terminated his employment because, within the six (6) month period preceding the Executive’s termination, one or more of the following conditions arose and the Executive notified the Company of such condition within 90 days of its occurrence and the Company did not remedy such condition within 30 days:

(i)   a material diminution in the Executive’s Base Salary as in effect on the date hereof or as the same may be increased from time to time;

(ii)   a material diminution in the Executive’s authority, duties, or responsibilities;

(iii)   the relocation of the Company’s principal executive offices to a location outside a thirty-mile radius of Memphis, Tennessee or the Company’s requiring the Executive to be based at any place other than a location within a thirty-mile radius of Memphis, Tennessee, except for reasonably required travel on the Company’s business; or

(iv)   any other action or inaction that constitutes a material breach by the Company of this Agreement.

“ Multi-Family Residential Business ” means the business of acquiring, developing, constructing, owning or operating multi-family residential apartment communities.

“ Multi-Family Residential Property ” means any real estate upon which the Multi-Family Residential Business is being conducted.

“ Option(s) ” means any options issued to Executive pursuant to the 1994 Plan, 2004 Plan or any other equity incentive plan adopted by the Company, any option granted with respect to Partnership Units, or any option granted under the plan of any successor company that replaces or assumes the Company’s or the Partnership’s options.

“ Original Employment Agreement ” has the meaning set forth in the recitals.

“ Partnership ” means Mid-America Apartments, L.P., a Tennessee limited partnership.

“ Partnership Unit(s) ” means limited partnership interests of the Partnership.  The holder has the option of requiring the Company to redeem such interests.  The Company may elect to effectuate such redemption by either paying cash or exchanging Company Shares for such interests.

“ Permanent Disability ” means the Executive: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees or directors of the Company.  Medical determination of Permanent Disability may be made by either the Social Security Administration or by the provider of an accident or health plan covering employees or directors of the Company provided that the definition of “disability” applied under such disability insurance program complies with the requirements of the preceding sentence.  Upon the request of the Company, the Executive must submit proof to the Company of the Social Security Administration’s or the provider’s determination.

“ Restricted Stock ” means any share of restricted common stock issued to Executive pursuant to the 1994 Plan, 2004 Plan or any other equity incentive plan adopted by the Company, any option granted with respect to Partnership Units, or any restricted stock granted under the plan of any successor company that replaces or assumes the Company’s or the Partnership’s restricted stock awards.

“ Specified Employee ” means a key employee (as defined in Section 416(i) of the Code without regard to paragraph 5 thereof) of the Company if any stock of the Company is publicly traded on an established securities market or otherwise.

“ Term ” has the meaning assigned to it in Section 3 of this Agreement.

“ Termination Date ” means the date on which the employment of Executive is terminated, which date shall be (i) in the case of Executive’s Permanent Disability, 30 days after a Termination Notice is given and Executive does not return to the full-time performance of his duties within such 30 day period or (ii) in all other instances, the date specified as the Termination Date in the Termination Notice, which date shall not be less than thirty nor more than sixty days from the date the Termination Notice is given.

“ Termination of Employment ” means the termination of the Employee’s employment with the Company for reasons other than death or Permanent Disability.  Whether a Termination of Employment takes place is determined based on the facts and circumstances surrounding the termination of the Executive’s employment and whether the Company and the Executive intended for the Executive to provide significant services for the Company following such termination.  A change in the Executive’s employment status will not be considered a Termination of Employment if:

(i)   the Executive continues to provide services as an employee of the Company at an annual rate that is twenty percent (20%) or more of the services rendered, on average, during the immediately preceding three full calendar years of employment (or, if employed less than three years, such lesser period) and the annual remuneration for such services is twenty percent (20%) or more of the average annual remuneration earned during the final three full calendar years of employment (or, if less, such lesser period), or

(ii)   the Executive continues to provide services to the Company in a capacity other than as an employee of the Company at an annual rate that is fifty percent (50%) or more of the services rendered, on average, during the immediately preceding three full calendar years of employment (or if employed less than three years, such lesser period) and the annual remuneration for such services is fifty percent (50%) or more of the average annual remuneration earned during the final three full calendar years of employment (or if less, such lesser period).

“ Termination Notice ” means a written notice of termination of employment by Executive or the Company.

“ Termination Payment ” has the meaning set forth in Section 9(b)(i) of this Agreement.

“ Termination With Cause ” means the termination of the Executive’s employment by act of the Board for any of the following reasons:

(i)   the Executive’s conviction for a felony;

(ii)   the Executive’s theft, embezzlement, misappropriation of or intentional infliction of material damage to the Company’s property or business opportunity;

(iii)   the Executive’s intentional breach of the noncompetition provisions contained in Section 10 of this Agreement; or

(iv)   the Executive’s ongoing willful neglect of or failure to perform his duties hereunder or his ongoing willful failure or refusal to follow any reasonable, unambiguous duly adopted written direction of the Board or any duly constituted committee thereof that is not inconsistent with the description of the Executive’s duties set forth in Section 2 , if such willful neglect or failure is materially damaging or materially detrimental to the business and operations of the Company; provided that Executive shall have received written notice of such failure and shall have continued to engage in such failure after 30 days following receipt of such notice from the Board, which notice specifically identifies the manner in which the Board believes that Executive has engaged in such failure.

For purposes of this subsection, no act, or failure to act, shall be deemed “willful” unless done, or omitted to be done, by Executive not in good faith, and without reasonable belief that such action or omission was in the best interest of the Company.  Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Executive and an opportunity for Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, Executive was guilty of misconduct as set forth above, and of continuing such misconduct after notice from the Board.

“ Termination Without Cause ” means the termination of the Executive’s employment by the Company for any reason other than Termination With Cause, or termination by the Company due to Executive’s death or Permanent Disability.

“ Uniform Arbitration Act ” means the Uniform Arbitration Act, Tennessee Code Annotated § 29-5-391 et seq., as amended.

“ Voluntary Termination ” means the Executive’s voluntary termination of his employment hereunder for any reason other than Good Reason.  If the Executive gives a Termination Notice of Voluntary Termination and, prior to the Termination Date, the Executive voluntarily refuses or fails to provide substantially all the services described in Section 2 hereof for a period greater than two consecutive weeks, the Voluntary Termination shall be deemed to be effective as of the date on which the Executive so ceases to carry out his duties. Voluntary refusal to perform services shall not include taking vacation otherwise permitted in accordance with Section 4(d) hereof, the Executive’s failure to perform services on account of his illness or the illness of a member of his immediate family, provided such illness is adequately substantiated at the reasonable request of the Company, or any other absence from service with the written consent of the Board.

2.   Employment; Services . The Company and the Executive acknowledge and agree that the Original Employment Agreement is hereby terminated by mutual consent and neither the Company nor the Executive shall have any continuing obligation to the other pursuant to the terms of the Original Employment Agreement.  The mutual agreements and covenants contained in this Agreement shall replace and supercede in their entirety the provisions of the Original Employment Agreement.  The Company shall employ the Executive, and the Executive agrees to be so employed, in the capacity of President and Chief Executive Officer of the Company to serve for the Term hereof, subject