CHANGE IN CONTROL AND TERMINATION AGREEMENT

THIS CHANGE IN CONTROL AND TERMINATION AGREEMENT (the “Agreement”), to be effective as of the fifth day of December, 2008, is made and entered into by and between MID-AMERICA APARTMENT COMMUNITIES, INC. , a Tennessee corporation (the “Company”) and Albert M. Campbell, III (the “Employee”).

WHEREAS , the Company acknowledges that Employee’s contributions to the past and future growth and success of the Company have been and will continue to be substantial.  As a publicly held corporation, the Company recognizes that there exists a possibility of a Change in Control (as defined herein) of the Company.  The Company also recognizes that the possibility of such a Change in Control may contribute to uncertainty on the part of management and may result in the departure or distraction of senior management from their operating responsibilities.

WHEREAS , outstanding management of the Company is always essential to advancing the best interests of the Company’s shareholders.  In the event of a threat or occurrence of a bid to acquire or change control of the Company or to effect a business combination, it is particularly important that the Company’s businesses be continued with a minimum of disruption.  The Company believes that the objective of securing and retaining outstanding management will be achieved if the Company’s key management employees are given assurances of employment security so they will not be distracted by personal uncertainties and risks created by such circumstances.

NOW, THEREFORE , in consideration of the mutual covenants and obligations herein and the compensation the Company agrees herein to pay to the Employee, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Employee 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.

“1999 Plan” means the Company’s 1999 Equity Compensation Plan.

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

“Additional Amount” means the amount the Company shall pay to the Employee in order to indemnify the Employee against all claims, losses, damages, penalties, expenses, interest, and Excise Taxes (including additional taxes on such Additional Amount) incurred by Employee as a result of Employee receiving Change of Control Benefits as further described in Section 3(e) of this Agreement.

“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” means the 1994 Plan, the 1999 Plan, the 2004 Plan and any other stock option, incentive compensation, profit participation, bonus or extra compensation plan that is adopted by the Company and in which the Company’s employees of the same level as Employee are entitled to participate.

“Benefit Plans” means each and every health, life, medical, dental, disability, insurance and welfare plan maintained by the Company for the benefit of Employee or the employees of the Company generally, provided that Employee is eligible to participate in such plan under the eligibility provisions thereof that are generally applicable to participants therein.

“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 Securities Exchange Act of 1934, as amended (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 of Directors of the Company cease for any reason to constitute at least a majority of the Board of Directors of the Company, unless any such change is approved by the vote of at least 80% of the members of the Board of Directors of the Company 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 the 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 for 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 Termination Payment and all other payments, benefits or compensation (except for the Additional Amount) which the Employee receives or has the right to receive from the Company or any of its affiliates solely as a result of Employee’s Change of Control Termination.

“Change of Control Termination” means (i) a Termination Without Cause of the Employee’s employment by the Company, in anticipation of, on, or within three (3) years after a Change of Control, or (ii) the Employee’s resignation for Good Reason on or within three (3) years after a Change of Control.

“Code” means the Internal Revenue Code of 1986, as amended.

“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 the 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.

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

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

“Fair Market Value” means, on any given 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 Employee terminated his employment because, within the six (6) month period preceding the Employee’s termination, one or more of the following conditions arose and the Employee 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 Employee’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 Employee’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 Employee 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 pursuant to the 1994 Plan, 1999 Plan, 2004 Plan or any other stock option 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.

“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.

“Term” has the meaning assigned to it in Section 2 of the Agreement.

“Termination Date” means the date employment of Employee is terminated.

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

“Termination Payment” has the meaning set forth in Section 3(b)(i) of this Agreement.

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

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

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

(iii)   the Employee’s intentional breach of the noncompetition provisions contained in Section 4 of this Agreement; or

(iv)   the Employee’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, if such willful neglect or failure is materially damaging or materially detrimental to the business and operations of the Company; provided that Employee 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 Employee 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 Employee not in good faith, and without reasonable belief that such action or omission was in the best interest of the Company.  Employee shall