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                                                                   EXHIBIT 10.12

                          AGREEMENT AND PLAN OF MERGER

                                  BY AND AMONG

                   ALLEN & O'HARA, EDUCATION SERVICES, INC.,
                             a Tennessee corporation
                                 as the Company

                              ALLEN & O'HARA, INC.,
                             a Tennessee corporation

                       STUDENT MANAGEMENT ASSOCIATES, LLC
                     a Tennessee limited liability company,

                           Collectively as the Owners,

  THOMAS J. HICKEY, CRAIG L. CARDWELL, RANDALL H. BROWN, WILLIAM W. HARRIS and
                                WALLACE L. WILCOX

                          Collectively as the Designees

                                       AND

                    ALLEN & O'HARA EDUCATION SERVICES, INC.,
                             a Delaware corporation,

                                 as the Acquirer

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                          AGREEMENT AND PLAN OF MERGER

      THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made as of the
20th day of September, 2004 by and among ALLEN & O'HARA EDUCATION SERVICES, LLC,
a Tennessee limited liability company ("Company"), ALLEN & O'HARA, INC., a
Tennessee corporation ("A&O") STUDENT MANAGEMENT ASSOCIATES, LLC, a Tennessee
limited liability company (together with A&O are sometimes hereinafter referred
to individually as a "Owner" and collectively referred to as the "Owners");
THOMAS J. HICKEY, CRAIG L. CARDWELL, RANDALL H. BROWN, WILLIAM W. HARRIS and
WALLACE L. WILCOX (sometimes hereinafter individually referred to as a
"Designee" and collectively referred to as the "Designees"); and ALLEN & O'HARA
EDUCATION SERVICES, INC., a Delaware corporation (the "Acquirer"). EDUCATION
REALTY OPERATING PARTNERSHIP, LP, a Delaware limited partnership (the
"Partnership"), joins in this Agreement for the purpose of agreeing to the
covenants and obligations set forth in Section 3.2.

                                    RECITALS

      A. The Company is engaged in the business of managing and developing
student housing properties throughout the United States.

      B. The Owners are, collectively, the record and beneficial owners of all
of the outstanding membership interests in the Company (such membership
interests are referred to herein collectively as the "Company Interests").

      C. In lieu of being paid the merger consideration payable to it in
connection with the merger contemplated by this Agreement, Student Management
Associates, LLC has directed that the consideration payable to it by virtue of
the transactions contemplated by this Agreement be paid to A&O and the
Designees.

      D. The managers and members of the Company and the Board of Directors and
sole shareholder of Acquirer deem it to be in the best interests of the Company
and Acquirer and the Company's members and Acquirer's sole shareholder for the
Company to merge into Acquirer.

                                    AGREEMENT

      NOW, THEREFORE, for and in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:

                                    ARTICLE I

                                   THE MERGER

      1.1 Merger. In accordance with the terms and subject to the conditions of
this Agreement, and pursuant to the Tennessee Limited Liability Company Act and
the Delaware General Corporation Law, at the Effective Time (as defined in
Section 1.2 below), the Company shall be merged with and into the Acquirer (the
"Merger"). The Acquirer is herein referred to as the "Surviving Entity" whenever
reference is made to it at or after the Effective Time. At the Effective Time,
all of the Company Interests shall be converted into the right to receive the

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consideration set forth in Section 1.4 hereof, and the separate existence of the
Company shall cease.

      1.2 Effective Time of Merger. At or before the Closing Date (as defined in
Section 6.1 below), the Company and Acquirer shall execute the Certificate of
Merger in substantially the form attached hereto as Exhibit A, which shall be
filed with the Secretary of State of the State of Tennessee and the Secretary of
State of the State of Delaware on the Closing Date or as soon thereafter as
practicable. The Merger shall become effective at the time the Certificate of
Merger is duly filed with the Secretary of State of the State of Tennessee and
the Secretary of State of the State of Delaware (the "Effective Time").

      1.3 Effect of Merger. At the Effective Time, the separate existence of the
Company shall cease and the Surviving Entity shall possess all of the rights,
privileges, immunities, powers and franchises, as well of a public nature as of
a private nature, of the Company; and all property, real, personal and mixed,
and all debts due on whatever account, and all other choses in action, and all
and every other interest of or belonging to or due to each of the Company shall
be taken and deemed to be transferred to and vested in the Surviving Entity
without further act or deed, and the title to any real estate or any interest
therein vested in the Company shall not revert or be in any way impaired by
reason of this Merger; and the Surviving Entity shall thenceforth be responsible
and liable for all the liabilities, obligations and penalties of the Company;
and any claim existing or action or proceeding, civil or criminal, pending by or
against the Company may be prosecuted as if such Merger had not taken place, or
the Surviving Entity may be substituted in its place, and any judgment rendered
against the Company may thenceforth be enforced against the Surviving Entity;
and neither the rights of creditors nor any liens upon the property of the
Company shall be impaired by such Merger.

      1.4 Conversion of Membership Interests of the Company. At the Effective
Time, the Company Interests shall be converted into a total number of units
("Units") of limited partnership interest in the Partnership equal to (a) the
sum of (x) $12,400,000 (the "Base Purchase Price"), plus (y) an amount (which
shall not be less than zero) equal to the difference, determined on a date not
earlier than the filing of Pre-effective Amendment No. 2 to the Registration
Statement of the REIT on Form S-11 filed with the Securities and Exchange
Commission in connection with the public offering (the "Public Offering") of
shares of common stock (the "Common Stock") of Education Realty Trust, Inc., a
Maryland corporation (the "REIT") and not later than the completion of the
Public Offering, between (i) the valuation of the Company as reasonably
determined by the joint book-running managing underwriters (the "Book Runners")
of the Public Offering using valuation methods consistent with those utilized in
determining the Base Purchase Price at the time of this Agreement, and (ii) the
Base Purchase Price (the "Additional Consideration"), divided by (b) the per
share price at which the Common Stock is offered to the public in the Public
Offering, before any discounts or fees paid to the underwriters (the "Merger
Consideration"). The Book Runners shall provide written notice to the Owners
upon determination of the amount of the Additional Consideration. The Merger
Consideration shall be payable to the Owners or their Designees in accordance
with the percentages set forth on Exhibit B attached hereto. Student Management
Associates, LLC acknowledges that it will receive none of the Units and that all
Units issuable to it by virtue of the transactions contemplated by this
Agreement will be paid to its members. No fractional Units will be issued as
Merger Consideration hereunder, but in lieu of issuing fractional Units, the
value thereof shall be paid in cash. Each Owner and Designee acknowledges that
any certificates evidencing the Units will bear appropriate legends indicating
(a) that the Units have not been registered under the Securities Act of 1933, as
amended ("Securities Act"), and (b) that the Partnership's Agreement of Limited
Partnership (the "Partnership Agreement") will restrict the transfer of the
Units. Upon receipt of the Units, the Owner or its Designee (provided the
Designee is an accredited investor) shall become a limited partner of the
Acquirer and shall execute the Partnership Agreement. At and after the Effective
Time, all of the issued and outstanding shares in the Acquirer shall remain
issued and outstanding. From and after the Effective Time, each holder of any
Company Interests to be converted as above provided shall surrender any
certificates

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representing its Company Interest to the Surviving Entity. Irrespective of
whether so surrendered, however, each such Company Interest shall be deemed to
be canceled and shall be of no further force or effect.

      1.5 Redemption Rights for Units. Each Unit shall be redeemable at the
option of the holder, in accordance with, but subject to the restrictions
contained in, the Partnership Agreement; provided, however, that such redemption
option may not be exercised prior to the first anniversary of the Closing Date.

      1.6 Tax Consequences to Owners. Notwithstanding anything to the contrary
contained in this Agreement, including without limitation the use of words and
phrases such as "sell and" "sale," and "pay," the parties agree that it is their
intent that the transactions contemplated hereby, shall be treated for federal
income tax purposes pursuant to Section 721 of the Internal Revenue Code of
1986, as amended (the "Code"), as the contribution of the Company Interests by
the Owners to the Partnership, in exchange for Units.

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

      2.1 Representations by Acquirer. The Acquirer hereby represents and
warrants to each Owner that:

            (a) Organization and Power. The Acquirer is duly organized, validly
existing, and in good standing under the laws of the State of Delaware, and has
full right, power, and authority to enter into this Agreement and to perform all
of its obligations under this Agreement. The execution and delivery of this
Agreement and the performance by the Acquirer of its obligations hereunder have
been duly authorized by all requisite action of the Acquirer and require no
further action or approval of the Acquirer's members or of any other individuals
or entities in order to constitute this Agreement as a binding and enforceable
obligation of the Acquirer.

            (b) Noncontravention. Neither the entry into nor the performance of,
or compliance with, this Agreement by the Acquirer has resulted, or will result,
in any violation of, or default under, or result in the acceleration of, any
obligation under any existing certificate of formation, limited liability
company agreement, mortgage, indenture, lien agreement, note, contract, permit,
judgment, decree, order, restrictive covenant, statute, rule, or regulation
applicable to the Acquirer.

            (c) Litigation. There is no action, suit, or proceeding, pending or
known to be threatened, against or affecting the Acquirer in any court or before
any arbitrator or before any federal, state, municipal, or other governmental
department, commission, board, bureau, agency or instrumentality which (i) in
any manner raises any question affecting the validity or enforceability of this
Agreement or any other agreement or instrument to which the Acquirer is a party
or by which it is bound and that is to be used in connection with or is
contemplated by this Agreement, (ii) could have material and adverse effect on
the business, financial position, or results of operations (a "Material Adverse
Effect") of the Acquirer, (iii) could materially and

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adversely affect the ability of the Acquirer to perform its obligations
hereunder, or under any document to be delivered pursuant hereto.

            (d) Units Validly Issued. The Units, when issued, will have been
duly and validly authorized and issued, free of any preemptive or similar
rights, and will be fully paid and nonassessable, without any obligation to
restore capital except as required by the Delaware Revised Uniform Limited
Partnership Act (the "Limited Partnership Act"). Each Owner (or its designee)
shall be admitted as a limited partner of the Acquirer as of the Closing Date
and shall be entitled to all of the rights and protections of a limited partner
under the Limited Partnership Act and the provisions of the Partnership
Agreement, with the same rights, preferences, and privileges as all other
limited partners on a pari passu basis. The Common Stock for which the Units may
be redeemed have been validly authorized and will be duly and validly issued,
fully paid and nonassessable, free of preemptive or similar rights.

            (e) Consents. Each consent, approval, authorization, order, license,
certificate, permit, registration, designation, or filing by or with any
governmental agency or body necessary for the execution, delivery, and
performance of this Agreement or the transactions contemplated hereby by the
Acquirer has been obtained or will be obtained on or before the Closing Date.

      2.2 Representations by Owners. Each Owner hereby jointly and severally
represents and warrants to the Acquirer:

            (a) Organization and Power. The Company is duly formed, validly
existing, and in good standing under the laws of the State of Tennessee. The
Company and each Owner has full right, power, and authority to enter into this
Agreement and to assume and perform all of their respective obligations under
this Agreement. The execution and delivery of this Agreement and the performance
by the Company and each Owner of their respective obligations hereunder have
been duly authorized by all requisite action of the Company and each Owner and
require no further action or approval of the Company's or any Owner's members,
managers, officers, directors or shareholders or of any other individuals or
entities in order to constitute this Agreement as a binding and enforceable
obligation of the Company and each Owner. The Company is qualified to do
business in each jurisdiction in which the nature of its business or the
character of its property makes such qualification necessary, except where
failure to be so qualified would not have a Material Adverse Effect on the
Company. The Company has provided to the Acquirer true and correct copies of the
Company's operating agreement and other organizational documents, with all
amendments as in effect on the date of this Agreement (collectively, the
"Organizational Documents").

            (b) Noncontravention. Neither the entry into nor the performance of,
or compliance with, this Agreement by the Company or any of the Owners has
resulted, or will result, in any violation of, or default under, or result in
the acceleration of, any obligation under any of the Organizational Documents,
regulations, mortgage indenture, lien agreement, note, contract, permit,
judgment, decree, order, restrictive covenant, statute, rule, or regulation
applicable to, the Company or any Owner.

            (c) Litigation. There is no action, suit, or proceeding, pending or
known to be threatened, against or affecting the Company or any of the Owners in
any court or before any

<PAGE>

arbitrator or before any federal, state, municipal, or other governmental
department, commission, board, bureau, agency or instrumentality which (i) in
any manner raises any question affecting the validity or enforceability of this
Agreement, (ii) could have a Material Adverse Effect with respect to the Company
or any Owner, (iii) could materially and adversely affect the ability of the
Company or any Owner to perform its obligations hereunder or under any document
to be delivered pursuant hereto, or (iv) could create a mortgage, lien, pledge,
security interest, assessment, charge, claim, restriction, pledge, or
encumbrance (a "Lien") on the Company Interests, the Company, the Company's
property, any part thereof, or any interest therein.

            (d) Solvency. The Company and each Owner has been and will be
solvent at all times prior to and immediately following the Merger.

            (e) Ownership of Company Interests. The Company Interests listed on
Section 2.2(e) of the Disclosure Schedule attached hereto as Exhibit C (the
"Disclosure Schedule") constitute all of the issued and outstanding equity
interests in the Company, and all such interests are owned by the Owners.

            (f) No Consents. Except for the filing of the Certificate of Merger
in accordance with Section 1.2 hereof, and except as shall have been obtained on
or before the Closing Date, and, for informational purposes, as set forth in
Section 2.2(f) of the Disclosure Schedule, no consent, approval, authorization,
order, license, certificate, permit, registration, designation, or filing by or
with any third party or governmental agency or body is necessary for the
execution, delivery, and performance of this Agreement or the transactions
contemplated hereby by the Company or any Owner.

            (g) No Brokers. Neither the Company nor any of the Owners has
engaged the services of any real estate agent, broker, finder or any other
person or entity for any brokerage or finder's fee, commission or other amount
with respect to the transactions described herein.

            (h) Title to the Property. The Company has good and marketable title
to, or a valid leasehold interest in, all of its assets (all of its assets
collectively being the "Property"), free and clear of all Liens of every kind,
nature and description whatsoever except: (i) Liens disclosed on Schedule
2.2(h); (ii) Liens for taxes not yet due and payable or being contested in good
faith; or (iii) Liens that do not materially detract from the value of its
properties as now used, or materially interfere with any present or intended use
of such properties.

            (i) Securities Law Matters.

                  (i) Each Owner is knowledgeable, sophisticated and experienced
in business and financial matters; each Owner has previously invested in
securities similar to the Units and fully understands the limitations on
transfer imposed by the federal securities laws and as described in this
Agreement. Each Owner is able to bear the economic risk of holding the Units for
an indefinite period and is able to afford the complete loss of his, her or its
investment in the Units; each Owner has received and reviewed all information
and documents about or pertaining to the REIT, the Partnership, Acquirer, the
business and prospects of the REIT, the Partnership and the Acquirer and the
issuance of the Units as each Owner deems necessary or desirable and has been
given the opportunity to obtain any additional information or documents and to
ask

<PAGE>

questions and receive answers about such information and documents, the REIT,
the Partnership, the Acquirer, the business and prospects of the REIT, the
Partnership and the Acquirer and the Units which such Owner deems necessary or
desirable to evaluate the merits and risks related to its investment in the
Units and to conduct its own independent valuation of the Units; and each Owner
understands and has taken cognizance of all risk factors related to the purchase
of the Units. Each Owner is a sophisticated real estate investor. In acquiring
the Units and engaging in this transaction, no Owner is relying upon any
representations made to it by the Partnership or Acquirer, or any of the
officers, employees, or agents of the Partnership or Acquirer not contained
herein. Each Owner is relying upon its own independent analysis and assessment
(including with respect to taxes), and the advice of such Owner's advisors
(including tax advisors), and not upon that of the Acquirer or any of the
Acquirer's advisors or affiliates, for purposes of evaluating, entering into,
and consummating the transactions contemplated by this Agreement. Each Owner
represents and warrants that it has reviewed and approved the form of the
Partnership Agreement attached hereto as Exhibit D.

                  (ii) Each Owner understands that neither the Units nor the
Common Stock issuable upon redemption of the Units have been registered under
the Securities Act or any state securities acts and are instead being offered
and sold in reliance on an exemption from such registration requirements. The
Units issuable to each Owner (or its designee) are being acquired solely for its
own account, for investment, and are not being acquired with a view to, or for
resale in connection with, any distribution, subdivision, or fractionalization
thereof, in violation of such laws, and the Owner has no present intention to
enter into any contract, undertaking, agreement, or arrangement with respect to
any such resale; provided, however, that, at or following Closing, the Owner may
distribute the Units to those of its members or successors that (A) have
represented and warranted to the Acquirer in writing that, as of the time of
such distribution, such member is an accredited investor as that term is defined
in Rule 501 of Regulation D under the Securities Act, and (B) have executed the
Partnership Agreement as limited partners. Each Owner understands that any
certificates evidencing the Units will contain appropriate legends reflecting
the requirement that the Units not be resold without registration under such
laws or the availability of an exemption from such registration and that the
Partnership Agreement will restrict transfer of the Units.

                  (iii) Each Owner is an "accredited investor" as that term is
defined in Rule 501 of Regulation D under the Securities Act of 1933, as
amended. Each Owner has previously provided the Acquirer with a duly executed
Accredited Investor Questionnaire. No event or circumstance has occurred since
delivery of such Questionnaire to make the statements contained therein false or
misleading.

            (j) Liabilities; Indebtedness. The Company has no indebtedness or
liabilities whatsoever, contingent, accrued or otherwise, except for trade
payables and obligations for other customary and ordinary expenses incurred in
the ordinary course of business that are not more than thirty (30) days
delinquent and that have been disclosed to the Acquirer.

            (k) Insurance. The Company currently has in place public liability,
casualty and other insurance coverage with reputable insurance companies in
customary amounts similar to comparable management and development companies,
and in all cases in compliance with the existing financing arrangements. To the
Owners' knowledge, each of such policies is in full force

<PAGE>

and effect, and all premiums due and payable thereunder have been fully paid
when due. No written notice of cancellation, default or non-renewal has been
received or to the Owners' knowledge threatened with respect thereto.

            (l) Employees and Contracts. Except as set forth in Section 2.2(l)
of the Disclosure Schedule, (i) there are no contracts with employees of the
Company as of the date hereof, nor (ii) contracts which are not cancelable upon
thirty (30) days notice or less or which are for a contract amount greater than
$100,000 per annum. All of the Company's material contracts (the "Contracts")
have been made available to the Acquirer and the same are in full force and
effect and have not been modified or amended except in the ordinary course of
the Company's business. To the Owners' knowledge, no event of default exists
(which remains uncured) under any of the Contracts which would have a Material
Adverse Effect with respect to the Company. To the Owners' knowledge, there are
no union contracts or similar agreements between the Company and its employees.
Except as set forth in Section 2.2(l) of the Disclosure Schedule, no employee is
entitled to receive annual compensation (including bonus) from the Company in
excess of $100,000.

            (m) Taxes. To the Owners' knowledge, the transactions contemplated
hereby will not result in any income tax liability to the Company, the Acquirer
or the Partnership, and no tax Lien or other Lien exists or will exist upon
consummation of the transactions contemplated hereby with respect to the
Property, except such tax Liens for which the tax is not due and which has been
properly reserved for payment by the Company or tax Liens or other charges which
individually or in the aggregate would not have a Material Adverse Effect with
respect to the Company. For federal income tax purposes, the Company is, and at
all times during its existence has been, a partnership or limited liability
company taxable as a partnership (rather than an association or a publicly
traded partnership taxable as a corporation). The Company has timely and
properly filed all tax returns required to be filed by it and has timely paid
all taxes required to be paid by it. The Company has not requested any extension
of time or agreed to any extension of the applicable statue of limitations
within which to file any pending tax returns. None of the tax returns filed by
the Company is the subject of a pending or ongoing audit, and no federal, state,
local or foreign taxing authority has asserted any tax deficiency or other
assessment against any Property or the Company.

            (n) Environmental Conditions. The Company has not received any
written notice of the presence or release of any substance that is regulated
under any Environmental Laws as a pollutant, contaminant or toxic, radioactive
or otherwise hazardous substance, including petroleum, its derivatives or
by-products and other hydrocarbons (collectively and individually, "Hazardous
Substances") that would cause any of the Company to be in violation of any
applicable Environmental Laws and that remains uncured, nor has the Company
received written notice that it is not in compliance with applicable
Environmental Laws. There are no Hazardous Substances located at, on or under
any Property and no Hazardous Substances have leaked, escaped or been
discharged, emitted or otherwise released from any Property onto any adjoining
properties. For the purposes of this Section, "Environmental Laws" means any and
all federal, state and local statutes, laws, regulations and rules in effect on
the date hereof relating to the protection of the environment or to the use,
transportation and disposal of Hazardous Substances.

<PAGE>

            (o) Compliance With Laws. The Company possesses and/or on or prior
to Closing will possess such certificates, authorities or permits issued by the
appropriate state or federal agencies or bodies necessary to conduct the
business to be conducted by it, and the Company has not received any written
notice of proceedings that have been or may be commenced relating to the
revocation or modification or any such certificate, authority or permit which,
singly or in the aggregate, if the subject of an unfavorable decision, ruling,
or finding, would have a Material Adverse Effect with respect to the Company.
The Company has not received any written or other notice of any violation of any
applicable zoning, building or safety code, rule, regulation or ordinance, or of
any employment, environmental, wetlands or other regulatory law, order,
regulation or other requirement, including without limitation the Americans with
Disabilities Act, or any restrictive covenants or other easements, encumbrances
or agreements, relating to the Company or the Property, which remains uncured
and would have a Material Adverse Effect with respect to the Company.

      2.3 Representations and Warranties of the Designees. Each of the Designees
jointly and severally makes the representations and warranties contained in
Section 2.2(i) that are made by each of the Owners as if all references to
"Owner" or "Owners" is Section 2.2(i) referred to "Designee" and "Designees."

                                   ARTICLE III

                            COVENANTS AND INDEMNITIES

      3.1 Covenants Pending Closing.

            (a) From the date hereof through the Closing, each Owner shall, to
the extent within his or its control, cause the Company to conduct its business
in the ordinary course of business, consistent with past practice, and shall, to
the extent within his or its control, not permit the Company, without the prior
written consent of Acquirer, to:

                  (i) Enter into any material transaction not in the ordinary
course of business:

                  (ii) Sell, transfer or dispose of, or cause the sale, transfer
or disposition of (or agree to do any of the foregoing) any assets of the
Company, except in the ordinary course of business consistent with past
practice;

                  (iii) Mortgage, pledge or encumber (or permit to become
encumbered) any assets of the Company, except (A) liens for taxes not due, (B)
purchase money security interests in the ordinary course of such entity's
business, and (C) mechanics' liens being disputed by the Company in good faith
and by appropriate proceeding in the ordinary course of the Company's business
(provided such mechanics liens are released prior to or on the Closing Date at
no cost to the Acquirer);

                  (iv) Amend, modify or terminate any Contract, except in the
ordinary course of the Company's business consistent with past practice;

<PAGE>

                  (v) Cause or permit the Company to enter into any new material
Contract or terminate any existing Contract except in the ordinary course of the
Company's business consistent with past practice;

                  (vi) Cause or take any action that would render any of the
representations or warranties regarding the Company as set forth herein untrue
in any material respect;

                  (vii) Terminate or amend any existing insurance policies
affecting the Property that results in a material reduction in insurance
coverage for the Company;

                  (viii) Knowingly cause or permit the Company to violate or
fail to use commercially reasonable efforts to cure any violation of any
applicable laws;

                  (ix) Materially alter the manner of keeping the Company's
books, accounts or records or the accounting methods therein reflected; or

                  (x) Make any distribution to its members.

            (c) From the date hereof until the Closing Date, the Company will
afford to the officers and authorized representatives of the Acquirer access to
all of the Company's books and records and will furnish the Acquirer with such
additional financial and operating data and other information as to the business
and properties of the Company as the Acquirer may from time to time reasonably
request.

            (d) Notwithstanding anything to the contrary contained herein, any
failure by an Owner to comply with or fulfill the covenants contained in this
Section 3.1 shall not constitute an indemnifiable claim under Section 3.4 of
this Agreement, but shall constitute an unfulfilled condition precedent pursuant
to Section 5.1, provided such failure is identified to or otherwise becomes
known to the Acquirer prior to Closing.

      3.2 Tax Covenants.

            (a) From the date hereof and subsequent to the Closing, each Owner
and the Acquirer shall provide each other with such cooperation and information
relating to the Company as the parties reasonably may request in (i) filing any
tax return, amended tax return or claim for tax refund, (ii) determining any
liability for taxes or a right to a tax refund, or (iii) conducting or defending
any proceeding in respect of taxes. The Acquirer shall promptly notify the
Owners in writing upon receipt by the Acquirer or any of its affiliates of
notice of (i) any pending or threatened tax audits or assessments with respect
to the Company and (ii) any pending or threatened federal, state, local or
foreign tax audits or assessments of the Acquirer or any of its affiliates, in
each case which may affect the liabilities for taxes of any Owner with respect
to any tax period ending on or before the Closing Date. Each Owner shall
promptly notify the Acquirer in writing upon receipt by such Owner of notice of
any pending or threatened federal, state, local or foreign tax audits or
assessments relating to the income, properties or operations of the Company.
Each of the Acquirer and each Owner may participate at its own expense in the
prosecution of any claim or audit with respect to taxes attributable to any
taxable period ending on or before the Closing Date, provided, that such Owners
shall have the right to

<PAGE>

control the conduct of any such audit or proceeding or portion thereof for which
the Owners (or its owners) has acknowledged liability (except as a partner of
the Partnership) for the payment of any additional tax liability, and the
Acquirer shall have the right to control any other audits and proceedings.
Notwithstanding the foregoing, neither the Acquirer nor any Owner may settle or
otherwise resolve any such claim, suit or proceeding which could have an adverse
tax effect on the other party or its owners without the consent of the other
party, such consent not to be unreasonably withheld. Each Owner and the Acquirer
shall retain all tax returns, schedules and work papers, and all material
records and other documents relating thereto, until the expiration of the
statute of limitations (and, to the extent notified by any party, any extensions
thereof) of the taxable years to which such tax returns and other documents
relate to and until the final determination of any tax in respect of such years.

            (b) With respect to the Property, the Acquirer and each Owner agrees
that the Acquirer shall use the "traditional method with "curative allocations",
as described in Regulations Section 1.704-3(c), to make allocations of taxable
income and loss among the partners of the Partnership with respect to the
Property.

      3.3 Financial Records.

            (a) Each Owner acknowledges that Acquirer may be required to comply
with certain acquisition audit or disclosure requirements pursuant to applicable
regulations of the Securities Exchange Commission ("SEC") in connection with the
Public Offering. As such, Acquirer may be required to file with the SEC audited
financial statements of the Company and/or pro forma financial statements giving
effect to the acquisition of the Company. Accordingly, each Owner agrees to
cooperate and make available to Acquirer such records as may be necessary to
permit Acquirer to comply with SEC requirements.

            (b) At the Closing, each Owner agrees to cause the Company to
deliver to Acquirer the most recent audited financial statements of the Company,
if any, and any more current unaudited balance sheets and income statements for
the Company for the current fiscal year through the Closing Date and for the
comparable portion of the prior fiscal year.

            (c) Subsequent to the Closing, each Owner agrees to cooperate with
Acquirer's independent auditors to provide access to financial records and
accounting personnel that may be required to permit the preparation and audit of
financial statements of the Company for the required periods pursuant to
applicable SEC regulations. This provision shall survive the Closing.

      3.4 Owners' Indemnity. The Owners hereby jointly and severally agree to
indemnify and hold each of the Acquirer, the REIT, and each of their respective
employees, directors, members, partners, affiliates, officers and agents (each
of which is an "Indemnified Acquirer Party") harmless of and from all
liabilities, losses, damages, costs, and expenses (including reasonable
attorneys' fees) (collectively, "Losses") which the Indemnified Acquirer Party
may suffer or incur by reason of (a) any breach of any Owner's representations
or warranties contained in Section 2.2 of this Agreement and (b) any act or
cause of action occurring or accruing prior to the Closing Date and arising from
the ownership of the Company prior to the Closing Date, including, without
limitation, actions or claims relating to damage to property or injury to or

<PAGE>

death of any person occurring or arising during the period prior to the Closing
Date, or any claims for any debts or obligations of the Company occurring on or
about or with respect to the Company's operations at any time prior to the
Closing Date.

      3.5 Acquirer's Indemnity. The Acquirer agrees to indemnify and hold each
Owner, and each Owner's employees, directors, members, partners, affiliates,
officers and agents (each of which is an "Indemnified Owner Party") harmless of
and from all Losses which the Indemnified Owner Party may suffer or incur by
reason of (a) any breach of the Acquirer's representations or warranties
contained in Section 2.1 of this Agreement and (b) any act or cause of action
occurring or accruing on or after the Closing Date and arising from the
ownership of the Company on or after the Closing Date, including, without
limitation, actions or claims relating to damage to property or injury to or
death of any person occurring or arising during the period on or after the
Closing Date, or any claims for any debts or obligations occurring on or about
or in connection with the Company or with respect to the Company's operations at
any time on or after the Closing Date.

                                   ARTICLE IV

                              RELEASES AND WAIVERS

      Each of the releases and waivers enumerated in this Article 4 shall become
effective only upon the Closing.

      4.1 General Release of Acquirer.

As of the Closing, each Owner irrevocably waives, releases and forever
discharges the Acquirer and the Acquirer's affiliates (including the Company),
member, agents, attorneys, successors and assigns of and from, any and all
charges, complaints, claims, liabilities, damages, actions, causes of action,
losses and costs of any nature whatsoever (collectively, "Owner Claims"), known
or unknown, suspected or unsuspected, arising out of or relating to any of the
Organizational Documents, or any other matter which exists at the Closing,
except for Owner Claims arising from the breach of any representation, warranty,
covenant or obligation by the Acquirer under this Agreement or any agreement
contemplated hereby.

<PAGE>

      4.2 General Release of Owners.

      As of the Closing, the Acquirer irrevocably waives, releases and forever
discharges each Owner and each Owner's agents, attorneys, successors and assigns
of and from, any and all charges, complaints, claims, liabilities, damages,
actions, causes of action, losses and costs of any nature whatsoever
(collectively, "Acquirer Claims"), known or unknown, suspected or unsuspected,
arising out of or relating to any of the Organizational Documents, or any other
matter which exists at the Closing, except for Acquirer Claims arising from the
breach of any representation, warranty, covenant, or obligation by any Owner
under this Agreement or any agreement contemplated hereby.

                                    ARTICLE V

                       CONDITIONS PRECEDENT TO THE CLOSING

      5.1 Conditions to Acquirer's Obligations. In addition to any other
conditions set forth in this Agreement, the Acquirer's obligation to consummate
the Closing is subject to the timely satisfaction of each and every one of the
conditions and requirements set forth in this Section 5.1, all of which shall be
conditions precedent to the Acquirer's obligations under this Agreement.

            (a) Company's and Owners' Obligations. The Company and the Owners
shall have performed all of their respective obligations hereunder which are to
be performed prior to Closing, and shall have delivered or caused to be
delivered to the Acquirer, all of the documents and other information required
of the Owners pursuant to Section 6.2.

            (b) Owners' Representations and Warranties. The Owners'
representations and warranties set forth in Section 2.2 shall be true and
correct as if made again on the Closing Date.

            (c) No Injunction. On the Closing Date, there shall be no effective
injunction, writ, preliminary restraining order or other order issued by a court
of competent jurisdiction restraining or prohibiting the consummation of the
transactions contemplated hereby.

            (d) Completion of Public Offering. The Public Offering shall have
been completed.

      5.2 Conditions to the Company's and the Owners' Obligations. In addition
to any other conditions set forth in this Agreement, the Company's and the
Owners' obligation to consummate the Closing is subject to the timely
satisfaction of each and every one of the conditions and requirements set forth
in this Section 5.2, all of which shall be conditions precedent to the Owner's
obligations under this Agreement.

            (a) Acquirer's Obligations. The Acquirer shall have performed all
obligations of the Acquirer hereunder which are to be performed prior to
Closing, and shall have delivered or caused to be delivered to the Owners, all
of the documents and other information required of the Acquirer pursuant to
Section 6.3.

            (b) Acquirer's Representations and Warranties. The Acquirer's
representations and warranties set forth in Section 2.1 shall be true and
correct as if made again on the Closing Date.

<PAGE>

            (c) Completion of Public Offering. The Public Offering shall have
been completed.

                                   ARTICLE VI

                          CLOSING AND CLOSING DOCUMENTS

      6.1 Closing. The consummation and closing (the "Closing") of the
transactions contemplated under this Agreement shall take place at 10:00 a.m. at
the offices of Morris, Manning & Martin, LLP in Atlanta, Georgia, or such other
place as is mutually agreeable to the parties, on the day (the "Closing Date")
the Partnership receives the proceeds from the Public Offering from the
underwriter(s); provided, however, that this Agreement shall terminate if
Closing does not occur prior to March 31, 2005.

      6.2 Owners' Deliveries. At the Closing, the Owners shall deliver the
following to the Acquirer in addition to all other items required to be
delivered to the Acquirer by the Owners:

            (a) Company Interest Certificates. If the Company Interests are
certificated, certificates issued by the Company to the Owners representing all
the issued and outstanding Company Interests duly endorsed in blank.

            (b) Execution of the Partnership Agreement. Signature pages of the
Partnership Agreement (which Partnership Agreement shall be in substantially the
form attached hereto as Exhibit D) duly executed by the Contributor (or its
designee), as limited partner.

            (c) Books and Records. All books and records, contracts,
certificates, original promissory notes, another indicia of ownership with
respect to the Company and the Property which are in the Company's possession or
which can be obtained through the Company's reasonable efforts.

            (d) Other Documents. Any other document or instrument reasonably
requested by the Acquirer or required hereby. Upon request of the Acquirer, the
Owners shall provide a certified copy of all appropriate corporate actions
executing the execution, delivery and performance by each Owner of this
agreement.

            (e) FIRPTA Certificate. An affidavit from each of the Contributors
certifying pursuant to Section 1445 of the Internal Revenue Code that the
Contributor is not a foreign corporation, foreign partnership, foreign trust,
foreign estate or foreign person (as those terms are defined in the Internal
Revenue Code and the Income Tax Regulations promulgated thereunder).

      6.3 Acquirer's Deliveries. At the Closing, the Acquirer shall deliver the
following to the Owners:

            (a) Merger Consideration. The Merger Consideration. If certificates
are issued, certificates representing Units duly issued by the Partnership in
the name the Contributor (or its designee) as of the Closing Date representing
the Units to which the Contributor is entitled pursuant to Section 1.2 of this
Agreement.

<PAGE>

            (b) Other Documents. Any other document or instrument reasonably
requested by the Owners or required hereby.

      6.4 Fees and Expenses; Closing Costs. The Acquirer shall pay all legal
fees and professional expenses incurred by the Company and Acquirer in
connection with the transactions contemplated by this Agreement; provided
however, that the Owners shall pay their own legal fees and expenses.

                                   ARTICLE VII

                                  MISCELLANEOUS

      7.1 Notices. Any notice provided for by this Agreement and any other
notice, demand, or communication required hereunder shall be in writing by
either (i) personal delivery (including recognized overnight delivery service),
(ii) confirmed facsimile transmission or (iii) certified or registered mail,
postage prepaid, with return receipt requested. All notices shall be addressed
as follows:

                  Acquirer:

                  Allen & O'Hara Education Services, Inc.
                  c/o Education Realty Operating Partnership, LP
                  530 Oak Court Drive
                  Suite 300
                  Memphis, TN 38117
                  Attention: Paul O. Bower
                  Fax No.: (901)259-2594

                  with a copy to:

                  Morris, Manning & Martin, LLP
                  3343 Peachtree Road, N.E.
                  Suite 1600
                  Atlanta, Georgia 30326
                  Attention: Rosemarie A. Thurston
                  Fax No.: (571) 382-1760

                  The Company or the Owners:

                  Allen & O'Hara Education Services, Inc.
                  c/o Education Realty Operating Partnership, LP
                  530 Oak Court Drive
                  Suite 300
                  Memphis, TN 38117
                  Attention: Paul O. Bower
                  Fax No.: (901)259-2594

<PAGE>

                  with a copy to:

                  Martin, Tate, Morrow & Marston, P.C.
                  International Place, Tower II
                  Suite 1000, 6410 Poplar Avenue
                  Memphis, TN  38119
                  Attention:  Lee Welch
                  Fax No.: (901) 527-3746

                  The Designees at the addresses set forth for the Designees on
Exhibit "B" hereto.

Any address or name specified above may be changed by a notice given by the
addressee to the other party. Any notice, demand or other communication shall be
deemed given and effective as of the date of delivery. The inability to deliver
because of changed address of which no notice was given, or rejection or other
refusal to accept any notice, demand or other communication, shall be deemed to
be receipt of the notice, demand or other communication as of the date of such
attempt to deliver or rejection or refusal to accept.

      7.2 Entire Agreement; Modifications and Waivers; Cumulative Remedies. This
Agreement supersedes any existing letter of intent between the parties,
constitutes the entire agreement among the parties hereto and may not be
modified or amended except by instrument in writing signed by the parties
hereto, and no provisions or conditions may be waived other than by a writing
signed by the party waiving such provisions or conditions. No delay or omission
in the exercise of any right or remedy accruing to the Company, the Owners or
the Acquirer upon any breach under this Agreement shall impair such right or
remedy or be construed as a waiver of any such breach theretofore or thereafter
occurring. The waiver by the Company, the Owners or the Acquirer of any breach
of any term, covenant, or condition herein stated shall not be deemed to be a
waiver of any other breach, or of a subsequent breach of the same or any other
term, covenant, or condition herein contained. All rights, powers, options, or
remedies afforded to the Company, the Owners or the Acquirer either hereunder or
by law shall be cumulative and not alternative, and the exercise of one right,
power, option, or remedy shall not bar other rights, powers, options, or
remedies allowed herein or by law, unless expressly provided to the contrary
herein.

      7.3 Exhibits. All exhibits referred to in this Agreement and attached
hereto are hereby incorporated in this Agreement by reference.

      7.4 Successors and Assigns. This Agreement may not be assigned by any
party without the prior approval of the other parties hereto, except that the
Acquirer may assign its rights and obligations to an affiliate. This Agreement
shall be binding upon, and inure to the benefit of, the Owners, the Acquirer,
and their respective legal representatives, successors, and permitted assigns.

      7.5 Article Headings. Article headings and article and section numbers are
inserted herein only as a matter of convenience and in no way define, limit, or
prescribe the scope or intent of this Agreement or any part hereof and shall not
be considered in interpreting or construing this Agreement.

<PAGE>

      7.6 Governing Law. This Agreement shall be construed and interpreted in
accordance with the laws of the State of Delaware, without regard to conflicts
of laws principles.

      7.7 Counterparts. This Agreement may be executed in any number of
counterparts and by any party hereto on a separate counterpart, each of which
when so executed and delivered shall be deemed an original and all of which
taken together shall constitute but one and the same instrument.

      7.8 Survival. All representations and warranties contained in this
Agreement, and all covenants and agreements contained in the Agreement which
contemplate performance after the Closing Date and the obligations of the
parties not fully performed at the Closing (including, without limitation, those
covenants and agreements contained in Sections 1.6, 3.2, 3.3, 3.4, 3.5, 4.1,
4.2, 6.4, and 7.14 hereof) shall survive the Closing.

      7.9 Further Acts. In addition to the acts, instruments and agreements
recited herein and contemplated to be performed, executed and delivered by the
Acquirer, the Company and the Owners, the Acquirer, the Company and Owners shall
perform, execute, and deliver or cause to be performed, executed, and delivered
at the Closing or after the Closing, any and all further acts, instruments, and
agreements and provide such further assurances as the other parties may
reasonably require to consummate the transaction contemplated hereunder.

      7.10 Severability. In case any one or more of the provisions contained in
this Agreement shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect any other provision hereof, and this Agreement shall be
construed as if such invalid, illegal, or unenforceable provision had never been
contained herein.

      7.11 Equitable Remedies. Each Owner agrees that irreparable damage would
occur to the Acquirer in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the Acquirer shall be entitled to an
injunction or injunctions to prevent breaches of this Agreement by such Owner
and to enforce specifically the terms and provisions hereof in any federal or
state court located in Tennessee (as to which the parties agree to submit to
jurisdiction for the purposes of such action), this being in addition to any
other remedy to which the Acquirer is entitled under this Agreement or otherwise
at law or in equity.

      7.12 Time of the Essence. TIME IS OF THE ESSENCE with respect to all
obligations of the parties under this Agreement.

      7.13 Attorneys' Fees. Should a party employ an attorney or attorneys to
enforce any of the provisions hereof or to protect its interest in any manner
arising under this Agreement, or to recover damages for breach of this
Agreement, any non-prevailing party in any action pursued in a court of
competent jurisdiction (the finality of which is not legally contested) shall
pay to the prevailing party all reasonable costs, damages, and expenses,
including reasonable attorneys' fees, expended or incurred in connection
therewith.

<PAGE>

      7.14 Confidentiality. Each Owner acknowledges that the matters relating to
the REIT, the Public Offering, this Agreement, and the other documents, terms,
conditions and information related thereto (collectively, the "Information") are
confidential in nature. Therefore, each Owner covenants and agrees to keep the
Information confidential and will not (except as required by applicable law,
regulation or legal process including applicable securities laws), without the
Acquirer's prior written consent, disclose any Information in any manner
whatsoever; provided, however, that the Information may be revealed only to the
Owners' key employees, and legal counsel and financial advisors, each of whom
shall be informed of the confidential nature of the Information and shall agree
to act in accordance with the terms of this Section 7.14. In the event that the
Owner or its key employees, legal counsel or financial advisors (collectively,
the "Information Group") are requested pursuant to, or required by, applicable
law (other than in connection with the Public Offering), regulation or legal
process to disclose any of the Information, the applicable member of the
Information Group will notify the Acquirer promptly so that it may seek a
protective order or other appropriate remedy or, in its sole discretion, waive
compliance with the terms of this Section 7.14. In the event that no such
protective order or other remedy is obtained, or that the Acquirer waives
compliance with the terms of this Section 7.14, the applicable member of the
Information Group may furnish only that portion of the Information which it is
advised by counsel is legally required and will exercise all reasonable efforts
to obtain reliable assurance that confidential treatment will be accorded the
Information. Each Owner acknowledges that remedies at law may be inadequate to
protect the Acquirer or the REIT against any actual or threatened breach of this
Section 7.14, and, without prejudice to any other rights and remedies otherwise
available, the Owner agrees to the granting of injunctive relief in favor of the
REIT and/or the Acquirer without proof of actual damages.

                     [SIGNATURES APPEAR ON FOLLOWING PAGES.]

<PAGE>

      IN WITNESS WHEREOF, this Agreement has been entered into effective as of
the 20th day of September, 2004.

                                    OWNERS:

                                    ALLEN & O'HARA, INC.

                                    By: /s/ Paul O. Bower
                                        ----------------------------------------
                                    Name:  Paul O. Bower
                                    Title: President

                                    STUDENT MANAGEMENT ASSOCIATES, LLC

                                    By:  Allen & O'Hara, Inc.
                                    Its: Managing Member

                                    By: /s/ Paul O. Bower
                                        ----------------------------------------
                                    Name:  Paul O. Bower
                                    Title: President

                                    DESIGNEES:

                                    /s/ Thomas J. Hickey
                                    --------------------------------------------
                                    Thomas J. Hickey

                                    /s/ William W. Harris
                                    --------------------------------------------
                                    William W. Harris

                                    /s/ Randall H. Brown
                                    --------------------------------------------
                                    Randall H. Brown

                                    /s/ Wallace L. Wilcox
                                    --------------------------------------------
                                    Wallace L. Wilcox

                                    /s/ Craig L. Cardwell
                                    --------------------------------------------
                                    Craig L. Cardwell

                                    ACQUIRER:

                                    ALLEN & O'HARA EDUCATION SERVICES, INC.

                                    By: /s/ Paul O. Bower
                                        ----------------------------------------
                                    Name:  Paul O. Bower
                                    Title: President and Chief Executive Officer

                                    COMPANY:

                                    ALLEN & O'HARA, EDUCATION SERVICES, LLC

                                    By: /s/ Paul O. Bower
                                        ----------------------------------------
                                    Name:  Paul O. Bower
                                    Title: President and Chief Executive Officer
<PAGE>

Education Realty Operating Partnership, LP joins in the execution of this
Agreement for purposes of Section 3.2 of this Agreement.

                                   EDUCATION REALTY OPERATING
                                   PARTNERSHIP, LP

                                   By: Education Realty OP GP, Inc.,
                                        its general partner

                                   Name:  /s/ Paul O. Bower
                                          --------------------------------------
                                   Title: President and Chief Executive Officer

<PAGE>

                                    EXHIBIT A

                              Certificate of Merger

                              CERTIFICATE OF MERGER

                                       OF

                     ALLEN & O'HARA EDUCATION SERVICES, LLC
                      A TENNESSEE LIMITED LIABILITY COMPANY

                                       AND

                     ALLEN & O'HARA EDUCATION SERVICES, INC.
                             A DELAWARE CORPORATION

         It is hereby certified that:

         1. The constituent entities participating in the merger certified in
this Certificate are:

                  a. Allen & O'Hara Education Services, LLC, a Tennessee limited
liability company, formed on the _____ day of __________, ______; and

                  b. Allen & O'Hara Education Services, Inc., a Delaware
corporation, formed on the _____ day of __________, 2004.

         2. An Agreement and Plan of Merger has been approved, adopted,
certified, executed and acknowledged by each of the constituent entities in
accordance with the provisions of subsection (c) of Section 264 of the General
Corporation Law of the State of Delaware, by Allen & O'Hara Education Services,
LLC in accordance with the laws of the State of Tennessee and by Allen & O'Hara
Education Services, Inc. in the same manner as is provided in Section 251 of the
General Corporation Law of the State of Delaware. A copy of the resolution of
the Board of Directors of Allen & O'Hara Education Services, Inc. approving such
merger is attached hereto as Exhibit A.

         3. The name of the surviving corporation in the merger certified in
this Certificate is Allen & O'Hara Education Services, Inc., which will continue
its existence as such surviving corporation under the name Allen & O'Hara
Education Services, Inc. upon the effective date of such merger pursuant to the
provisions of the General Corporation Law of the State of Delaware. The
principal executive office of the surviving corporation shall be at the address
set forth in Section 5 of this Certificate.

         4. The Certificate of Incorporation of Allen & O'Hara Education
Services, Inc. shall continue to be the Certificate of Incorporation of the
surviving corporation until further amended

                                      A-1

<PAGE>

and changed in accordance with the provisions of the General Corporation Law of
the State of Delaware.

         5. The executed Agreement and Plan of Merger between the constituent
entities is on file at the office of the surviving corporation, the address of
which is as follows:

                  Allen & O'Hara Education Services, Inc.
                  530 Oak Court Drive
                  Suite 300
                  Memphis, TN 38117
                  Attention: Paul O. Bower

         6. A copy of the Agreement and Plan of Merger will be furnished by the
surviving corporation, on request and without cost, to any stockholder or
member, as the case may be, of each of the constituent entities.

         7. The surviving entity agrees that it may be served with process in
the State of Tennessee in any action, suit or proceeding for the enforcement of
any obligation of any entity that is a party to this merger. The surviving
entity irrevocably appoints the Secretary of State of the State of Tennessee as
its agent to accept service of process in any such action, suit or proceeding.
The Secretary of State may mail a copy of such process to the address set forth
in Section 5 of this Certificate.

         8. The Agreement and Plan of Merger between the constituent entities
provides that the merger certified in this Certificate shall be effective upon
the filing of this Certificate with the Secretary of State of the State of
Delaware or the filing of this Certificate of Merger with the Secretary of State
of the State of Tennessee, whichever occurs later.

Dated:  ___________, 2004.

                                 ALLEN & O'HARA EDUCATION SERVICES, LLC,
                                    A TENNESSEE LIMITED LIABILITY COMPANY

                                 By: __________________________________________
                                 Name:
                                 Title

                                 ALLEN & O'HARA EDUCATION SERVICES, INC.,
                                    A DELAWARE CORPORATION

                                 By: __________________________________________
                                 Name:
                                 Title:

                                      A-2

<PAGE>

                                    EXHIBIT B

                       Allocation of Merger Consideration

<TABLE>
<CAPTION>
      Name of Owner or Owner's                           Percentage of Merger
Designee to Receive Units and Address                Consideration to be Received
-------------------------------------                ----------------------------
<S>                                                  <C>
ALLEN & O'HARA, INC.                                             75%
     530 Oak Court Drive, Suite 300
     Memphis, Tennessee 38117-3725

THOMAS J. HICKEY                                                  5%

     c/o Allen & O'Hara, Inc.
     530 Oak Court Drive, Suite 300
     Memphis, Tennessee 38117-3725                                5%

WILLIAM W. HARRIS, III

     c/o Allen & O'Hara, Inc.
     530 Oak Court Drive, Suite 300
     Memphis, Tennessee 38117-3725                                5%

CRAIG L. CARDWELL

     c/o Allen & O'Hara, Inc.
     530 Oak Court Drive, Suite 300
     Memphis, Tennessee 38117-3725                                5%

RANDALL H. BROWN

     c/o Allen & O'Hara, Inc.
     530 Oak Court Drive, Suite 300
     Memphis, Tennessee 38117-3725                                5%

WALLACE WILCOX

     c/o Allen & O'Hara, Inc.
     530 Oak Court Drive, Suite 300
     Memphis, Tennessee 38117-3725
</TABLE>

                                      B-1

<PAGE>

                                    EXHIBIT C

                               Disclosure Schedule

2.2(e) - Ownership of Company Interests. Allen & O'Hara, Inc. and Student
Management Associates, LLC.

2.2(f) - Consents. None

2.2(h) - Liens. None

2.2(j) - Liabilities. Advances from Allen & O'Hara, Inc. to the Company in the
aggregate amount of $912,000, which amounts were used to pay expenses of the
Company.

2.2(l) - Employees.
[List of Employees]

                                      C-1
<PAGE>

                                    EXHIBIT D

   Education Realty Operating Partnership, LP Agreement of Limited Partnership

<PAGE>

                              AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                   EDUCATION REALTY OPERATING PARTNERSHIP, LP

                              DATED: ________, 2004

<PAGE>

                              AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF
                   EDUCATION REALTY OPERATING PARTNERSHIP, LP

         RECITALS:

         Education Realty Operating Partnership, LP (the "Partnership") was
formed as a limited partnership under the laws of the State of Delaware by the
filing of a Certificate of Limited Partnership with the Secretary of State of
Delaware on ________ ___, 2004. The General Partner, Education Realty OP Limited
Partner Trust, a Maryland business trust, and Education Realty Limited Partner,
LLC, a Delaware limited liability company, entered into the Agreement of Limited
Partnership of the Partnership as of ________ _____, 2004. The General Partner
now desires to amend and restate such agreement.

         NOW, THEREFORE, in consideration of the foregoing, of the mutual
covenants between the parties hereto, and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

                                    ARTICLE I
                                  DEFINED TERMS

         Whenever used in this Agreement, the following terms shall have the
meanings respectively assigned to them in this Article I, unless otherwise
expressly provided herein or unless the context otherwise requires:

         "ACT" shall mean the Delaware Revised Uniform Limited Partnership Act,
6 Del C. Section 17-101, et. seq., as amended, supplemented or restated from
time to time, and any successor to such statute.

         "ADDITIONAL FUNDS" has the meaning set forth in Section 4.4 hereof.

         "ADDITIONAL LIMITED PARTNER" shall mean a Person admitted to this
Partnership as a Limited Partner pursuant to and in accordance with this
Agreement.

         "ADDITIONAL SECURITIES" has the meaning set forth in Section 4.3(b).

         "AFFILIATE" of another Person shall mean (a) any Person directly or
indirectly owning, controlling or holding with power to vote ten percent (10%)
or more of the outstanding voting securities of such other Person; (b) any
Person ten percent (10%) or more of whose outstanding voting securities are
directly or indirectly owned, controlled or held with power to vote by such
other Person; (c) any Person directly or indirectly controlling, controlled by,
or under common control with, such other Person; (d) any officer, director,
member or partner of such other Person; and (e) if such other Person is an
officer, director, member or partner in a company, the company for which such
Person acts in any such capacity.

                                       1

<PAGE>

         "AGREED VALUE" shall mean the fair market value of Contributed Property
as agreed to by the contributing partner and the Partnership, using such
reasonable method of valuation as they may adopt.

         "AGREEMENT" shall mean this Amended and Restated Agreement of Limited
Partnership of Education Realty Operating Partnership, LP, as amended from time
to time.

         "BANKRUPTCY CODE" shall mean the United States Bankruptcy Code, as
amended, 11 U.S.C. Sections 101 ET SEQ., and as hereafter amended from time to
time.

         "BUSINESS DAY" shall mean any day when the New York Stock Exchange is
open for trading.

         "CAPITAL ACCOUNT" shall mean, as to any Partner, the account
established and maintained for such Partner pursuant to Section 5.3 hereof.

         "CAPITAL CONTRIBUTION" shall mean the amount in cash or the Agreed
Value of Contributed Property contributed by each Partner (or his original
predecessor in interest) to the capital of the Partnership for his interest in
the Partnership.

         "CAPITAL TRANSACTION" means any of (i) a transaction where any debt or
liability to which a Property is subject is refinanced; (ii) a sale or exchange
of all or a part of a Property outside of the ordinary course of the business of
the Partnership, or (iii) the condemnation or casualty of all or any part of any
Property.

         "CASH AMOUNT" means an amount of cash per Common Partnership Unit equal
to the Value on the Valuation Date of the REIT Common Shares Amount.

         "CASH FLOW" shall mean the excess of cash revenues actually received by
the Partnership in respect of Partnership operations for any period, and the
amount of any reduction in reserves of the Partnership, over Operating Expenses
for such period. Cash Flow shall not include Disposition Proceeds.

         "CERTIFICATE OF INCORPORATION" means the Certificate of Incorporation
of the General Partner filed with the Secretary of State of the State of
Delaware, as amended or restated from time to time.

         "CODE" shall mean the Internal Revenue Code of 1986, as amended, and as
hereafter amended from time to time. Reference to any particular provision of
the Code shall mean that provision in the Code at the date hereof and any
succeeding provision of the Code.

         "COMMISSION" shall mean the U.S. Securities and Exchange Commission.

         "COMMON PARTNERSHIP INTEREST" shall mean an ownership interest in the
Partnership, other than a Preferred Partnership Interest, and includes any and
all benefits to which the holder of such an ownership interest may be entitled
as provided in this Agreement or the Act, together

                                       2

<PAGE>

with all obligations of such Person to comply with the terms and provisions of
this Agreement and the Act.

         "COMMON PARTNERSHIP UNIT" shall mean a fractional, undivided share of
the Common Partnership Interests of all Partners issued hereunder. At all times
there shall be maintained an equivalency of Common Partnership Units and REIT
Common Shares, except as otherwise provided herein.

         "COMMON PERCENTAGE INTEREST" shall mean the percentage ownership
interest in the Common Partnership Units of each Partner, as determined by
dividing the Common Partnership Units owned by a Partner by the total number of
Common Partnership Units then outstanding.

         "COMPANY" means Education Realty Trust, Inc., a Maryland corporation.

         "CONTRIBUTED PROPERTY" shall mean a Partner's interest in property or
other consideration (excluding services and cash) contributed to the Partnership
by such Partner.

         "CONVERSION FACTOR" shall mean 1.0; PROVIDED, HOWEVER, that in the
event the Company (i) declares or pays a dividend on its outstanding REIT Common
Shares in REIT Common Shares or makes a distribution to all holders of its
outstanding REIT Common Shares in REIT Common Shares, (ii) subdivides its
outstanding REIT Common Shares, or (iii) combines its outstanding REIT Common
Shares into a smaller number of REIT Common Shares, the Conversion Factor shall
be adjusted by multiplying the Conversion Factor by a fraction, the numerator of
which shall be the number of REIT Common Shares issued and outstanding on the
record date for such dividend, distribution, subdivision or combination
(assuming for such purposes that such dividend, distribution, subdivision or
combination has occurred as of such time), and the denominator of which shall be
the actual number of REIT Common Shares (determined without the above
assumption) issued and outstanding on the record date for such dividend,
distribution, subdivision or combination. Any adjustment to the Conversion
Factor shall become effective immediately after the effective date of such event
retroactive to the record date, if any, for such event; PROVIDED, HOWEVER, that
if the General Partner receives a Notice of Redemption after the record date,
but prior to the effective date of such dividend, distribution, subdivision or
combination, the Conversion Factor shall be determined as if the General Partner
had received the Notice of Redemption immediately prior to the record date for
such dividend, distribution, subdivision or combination.

         "DISPOSITION PROCEEDS" shall mean proceeds received by the Partnership
as a result of a Capital Transaction decreased by the amount of such proceeds
applied to (i) pay all debts and liabilities of the Partnership that are
required to be repaid as a result of such Capital Transaction and any debts and
liabilities which the General Partner elects to cause the Partnership to pay
with such proceeds; (ii) the costs and expenses of the Capital Transaction; and
(iii) the establishment or increase of reasonable reserves.

         "EDUCATION REALTY LIMITED PARTNER, LLC" means Education Realty Limited
Partner, LLC, a Delaware limited liability company.

                                       3

<PAGE>

         "EVENT OF BANKRUPTCY" shall mean as to any Person the filing of a
         petition for relief as to such Person as debtor or bankrupt under the
         Bankruptcy Code or similar provision of law of any jurisdiction (except
         if such petition is contested by such Person and has been dismissed
         within ninety (90) days of the filing thereof); insolvency of such
         Person as finally determined by a court of competent jurisdiction;
         filing by such Person of a petition or application to accomplish the
         same or for the appointment of a receiver or a trustee for such Person
         or a substantial part of such Person's assets; commencement of any
         proceedings relating to such Person as a debtor under any other
         reorganization, arrangement, insolvency, adjustment of debt or
         liquidation law of any jurisdiction, whether now in existence or
         hereinafter in effect, either by such Person or by another, but if such
         proceeding is commenced by another, only if such Person indicates his
         approval of such proceeding, or such proceeding is contested by such
         Person and has not been finally dismissed within ninety (90) days.

         "GENERAL PARTNER" shall mean Education Realty OP GP, Inc., a Delaware
corporation, and any Person who becomes a substitute or additional General
Partner as provided herein, and any of their successors as General Partner.

         "GENERAL PARTNERSHIP INTEREST" shall mean the ownership interest of a
General Partner in the Partnership.

         "GOVERNMENT OBLIGATIONS" shall mean securities that are (i) direct
obligations of the United States of America, for the payment of which its full
faith and credit is pledged, or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, that are not callable or
redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank or trust as custodian with respect to any
such obligation held by such custodian for the account of the holder of a
depository receipt, provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depository receipt from any amount received by the custodian in respect of
the Government Obligation or the specific payment of interest on or principal of
the Government Obligation evidenced by such depository receipt.

         "INDEMNITEE" shall mean (i) any Person made a party to a proceeding by
         reason of his or her status as (A) the General Partner or (B) a
         director, officer, employee or agent of the Partnership or the General
         Partner, and (ii) such other Persons (including Affiliates of the
         General Partner or the Partnership) as the General Partner may
         designate from time to time (whether before or after the event giving
         rise to potential liability), in its sole and absolute discretion.

         "INITIAL CONTRIBUTED ASSETS" shall mean those properties identified as
Initial Contributed Assets on Exhibit A hereto.

         "IRS" shall mean the Internal Revenue Service.

                                       4

<PAGE>

         "LIMITED PARTNER" shall mean any Person named as a Limited Partner on
Exhibit A attached hereto and any Person who becomes a Substitute Limited
Partner pursuant to Section 9.6 hereof or an Additional Limited Partner, in such
Person's capacity as a Limited Partner in the Partnership.

         "LIMITED PARTNERSHIP INTEREST" shall mean the ownership interest of a
Limited Partner in the Partnership at any particular time, including the right
of such Limited Partner to any and all benefits to which such Limited Partner
may be entitled as provided in this Agreement and in the Act, together with the
obligations of such Limited Partner to comply with all the provisions of this
Agreement and of the Act.

         "NOTICE OF REDEMPTION" shall mean the Notice of Exercise of Redemption
Right substantially in the form attached as Exhibit C hereto.

         "OFFERING" shall mean the offer and sale by the Company of REIT Common
Shares for sale to the public pursuant to the Prospectus.

         "OPERATING EXPENSES" shall mean (i) all administrative and operating
costs and expenses incurred by the Partnership, (ii) those administrative costs
and expenses of the General Partner, including any salaries or other payments to
directors, officers or employees of the General Partner, and any accounting and
legal expense of the General Partner, which expenses, the Partners have agreed,
are expenses of the Partnership and not the General Partner, and (iii) to the
extent not included in clause (ii) above, REIT Expenses; PROVIDED, HOWEVER, that
Operating Expenses shall not include any administrative costs and expenses
incurred by the General Partner that are attributable to Properties or
partnership interests in a Subsidiary that are owned by the General Partner or
the Company directly.

         "PARTNER" shall mean the General Partner or any Limited Partner.

         "PARTNERSHIP" shall mean Education Realty Operating Partnership, LP, a
Delaware limited partnership.

         "PARTNERSHIP INTEREST" shall mean an ownership interest in the
Partnership and includes any and all benefits to which the holder of such an
ownership interest may be entitled as provided in this Agreement or the Act,
together with all obligations of such Person to comply with the terms and
provisions of this Agreement and the Act.

         "PARTNERSHIP RECORD DATE" shall mean the record date established by the
General Partner for the distribution of Cash Flow pursuant to Section 8.1
hereof, which record date shall be the same as the record date established by
the General Partner for a distribution to its shareholder of some or all of its
portion of such distribution.

         "PARTNERSHIP UNIT" means a Common Partnership Unit, a Preferred
         Partnership Unit or an other fractional, undivided share of the
         Partnership Interests that the General Partner has authorized pursuant
         to this Agreement. The Partnership Units of the Partners shall be set
         forth on Exhibit A, as may be amended from time to time.

                                       5

<PAGE>

         "PERSON" shall mean any individual, partnership, corporation, limited
liability company, trust or other entity.

         "PREFERRED PARTNERSHIP INTEREST" shall mean an ownership interest in
the Partnership, having a preference in payment of distributions or on
liquidation, and includes any and all benefits to which the holder of such an
ownership interest may be entitled as provided in this Agreement or the Act,
together with all obligations of such Person to comply with the terms and
provisions of this Agreement and the Act.

         "PREFERRED PARTNERSHIP UNIT" shall mean a fractional, undivided share
of the Preferred Partnership Interests of all Partners issued hereunder.

         "PREFERRED PERCENTAGE INTEREST" shall mean the percentage ownership
interest in the Preferred Partnership Units of each Partner, as determined by
dividing the Preferred Partnership Units owned by a Partner by the total number
of Preferred Partnership Units then outstanding.

         "PROPERTY" shall mean any property or other investment in which the
Partnership holds a direct or indirect ownership interest.

         "PROSPECTUS" shall mean the final prospectus, dated ______ ___, 2004,
delivered to purchasers of REIT Shares in the Offering.

         "REDEEMING PARTNER" shall have the meaning provided in Section 7.4(a)
hereof.

         "REDEMPTION RIGHT" shall have the meaning provided in Section 7.4(a)
hereof.

         "REIT" shall mean a real estate investment trust under Sections 856
through 860, inclusive, of the Code.

         "REIT COMMON SHARE" shall mean a share of the common shares of the
Company.

         "REIT COMMON SHARES AMOUNT" shall mean (a) with respect to any Limited
Partner other than Education Realty Limited Partner, LLC, a whole number of REIT
Common Shares equal to the product of the number of Common Partnership Units
offered for redemption by a Redeeming Partner, multiplied by the Conversion
Factor in effect on the Specified Redemption Date (rounded down to the nearest
whole number in the event such product is not a whole number), and (b) with
respect to Education Realty Limited Partner, LLC, a whole number of REIT Common
Shares equal to the product of (i) the number of Common Partnership Units
offered for redemption by Education Realty Limited Partner, LLC; multiplied by
(ii) the quotient of Education Realty Limited Partner, LLC's Capital Account
balance immediately prior to such redemption (such Capital Account being
adjusted as of the Specified Redemption Date through an interim closing of the
Partnership's books to reflect all income and loss allocable to Education Realty
Limited Partner, LLC through the Specified Redemption Date) divided by the
product of the number of Common Partnership Units held by Education Realty
Limited Partner, LLC immediately prior to such redemption multiplied by the
Value of one REIT Common Share as of the Valuation Date; multiplied by (iii) the
Conversion Factor in effect on the Specified Redemption Date (rounded down to
the nearest whole number in the event such product is not a

                                       6

<PAGE>

whole number). Notwithstanding the foregoing, in the event the Company at any
time issues to all holders of REIT Common Shares rights, options, warrants or
convertible or exchangeable securities entitling the shareholders to subscribe
for or purchase REIT Common Shares, or any other securities or property
(collectively, the "Rights"), which Rights have not expired pursuant to their
terms, then the REIT Common Shares Amount thereafter shall also include such
Rights that a holder of that number of REIT Common Shares would be entitled to
receive.

         "REIT EXPENSES" means (i) costs and expenses relating to the formation
and continuity of existence of the Company and any Subsidiaries thereof (which
Subsidiaries shall, for purposes hereof, be included within the definition of
Company), including taxes, fees and assessments associated therewith, any and
all costs, expenses or fees payable to any director, officer, or employee of the
Company, (ii) costs and expenses relating to the public offering and
registration of securities or private offering of securities by the Company and
all statements, reports, fees and expenses incidental thereto, including
underwriting discounts and selling commissions applicable to any such offering
of securities, (iii) costs and expenses associated with the preparation and
filing of any periodic reports by the Company under federal, state or local laws
or regulations, including filings with the Commission, (iv) costs and expenses
associated with compliance by the Company with laws, rules and regulations
promulgated by any regulatory body, including the Commission, and (v) all other
operating or administrative costs of the Company, including, without limitation,
insurance premiums, and legal, accounting and directors' fees, incurred in the
ordinary course of its business on behalf of or in connection with the
Partnership.

         "REIT PREFERRED SHARE" shall mean a share of the preferred shares of
the Company.

         "REIT SHARE" shall mean a REIT Common Share or a REIT Preferred Share.

         "SPECIFIED REDEMPTION DATE" shall mean, with respect to a given
Partner, the tenth (10th) Business Day after receipt by the General Partner of a
Notice of Redemption, provided that no Specified Redemption Date may occur with
respect to any Unit before one year after such Unit is issued by the
Partnership.

         "SUBSIDIARY" shall mean, with respect to any Person, any corporation or
other entity of which a majority of (i) the voting power of the voting equity
securities, or (ii) the outstanding equity interests, are owned, directly or
indirectly, by such Person.

         "SUBSTITUTE GENERAL PARTNER" has the meaning set forth in Section 9.2.

         "SUBSTITUTE LIMITED PARTNER" shall mean any Person admitted to the
Partnership as a Limited Partner pursuant to Section 9.6 hereof.

         "SURVIVING PARTNER" has the meaning set forth in Section 9.1(c) hereof.

         "TRANSACTION" has the meaning set forth in Section 9.1(b) hereof.

         "TRANSFER" has the meaning set forth in Section 9.5(a) hereof.

                                       7

<PAGE>

         "TREASURY REGULATIONS" shall mean the federal income tax regulations,
including temporary regulations, promulgated under the Code, as such regulations
may be amended from time to time (including corresponding provisions of
succeeding regulations).

         "VALUATION DATE" shall mean the date of receipt by the General Partner
of a Notice of Redemption or, if such date is not a Business Day, the first
Business Day thereafter.

         "VALUE" shall mean, with respect to a REIT Common Share, the average of
the daily market price for the ten (10) consecutive trading days immediately
preceding the Valuation Date. The market price for each such trading day shall
be: (i) if the REIT Common Shares are listed or admitted to trading on any
securities exchange or the NASDAQ National Market System, the closing price,
regular way, on such day, or if no such sale takes place on such day, the
average of the closing bid and asked prices on such day; (ii) if the REIT Common
Shares are not listed or admitted to trading on any securities exchange or the
NASDAQ National Market System, the last reported sale price on such day or, if
no sale takes place on such day, the average of the closing bid and asked prices
on such day, as reported by a reliable quotation source designated by the
General Partner; or (iii) if the REIT Common Shares are not listed or admitted
to trading on any securities exchange or the NASDAQ National Market System and
no such last reported sale price or closing bid and asked prices are available,
the average of the reported high bid and low asked prices on such day, as
reported by a reliable quotation source designated by the General Partner, or if
there shall be no bid and asked prices on such day, the average of the high bid
and low asked prices, as so reported, on the most recent day (not more than ten
(10) days prior to the date in question) for which prices have been so reported;
PROVIDED, HOWEVER, that if there are no bid and asked prices reported during the
ten (10) days prior to the date in question, the Value of the REIT Common Shares
shall be determined by the General Partner acting in good faith on the basis of
such quotations and other information as it considers, in its reasonable
judgment, appropriate. In the event the REIT Common Shares Amount includes
rights that a holder of REIT Common Shares would be entitled to receive, and the
General Partner acting in good faith determines that the value of such rights is
not reflected in the Value of the REIT Common Shares determined as aforesaid,
then the Value of such rights shall be determined by the General Partner acting
in good faith on the basis of such quotations and other information as it
considers, in its reasonable judgment, appropriate.

                                   ARTICLE II
            PARTNERSHIP CONTINUATION; ADMISSION OF LIMITED PARTNERS;
                  NAME; PLACE OF BUSINESS AND REGISTERED AGENT

         SECTION 2.1 CONTINUATION. The Partners hereby agree to continue the
Partnership pursuant to the provisions of the Act and upon the terms and
conditions set forth in this Agreement. Except as expressly provided herein, the
rights and obligations of the Partners and the administration and termination of
the Partnership shall be governed by the Act. The Partnership Interest of each
Partner shall be personal property for all purposes.

         SECTION 2.2 CERTIFICATE OF LIMITED PARTNERSHIP; OTHER FILINGS. The
General Partner shall prepare (or caused to be prepared), execute, acknowledge,
record and file at the expense of the Partnership, a Certificate of Limited
Partnership and all requisite

                                       8

<PAGE>

fictitious name statements and notices in such places and jurisdictions as may
be required by the Act or necessary to cause the Partnership to be treated as a
limited partnership under, and otherwise to comply with, the laws of each state
or other jurisdiction in which the Partnership conducts business.

         SECTION 2.3 ADDITIONAL LIMITED PARTNERS. The General Partner shall in
timely fashion amend this Agreement and, if required by the Act, the Certificate
of Limited Partnership filed for record to reflect the admission pursuant to the
terms of this Agreement of a Person as a Limited Partner.

         SECTION 2.4 NAME, OFFICE AND REGISTERED AGENT. The name of the
Partnership shall be Education Realty Operating Partnership, LP The principal
place of business of the Partnership shall be at 530 Oak Court Drive, Memphis,
Tennessee 38117. The General Partner may at any time change the location of such
office, provided the General Partner gives notice to the Partners of any such
change. The name and address of the Partnership's statutory agent for service of
process on the Partnership in Tennessee is _________________. The name and
address of the Partnership's statutory agent for service of process on the
Partnership in Delaware is ____________.

                                   ARTICLE III
                        BUSINESS AND TERM OF PARTNERSHIP

         SECTION 3.1 BUSINESS. The purpose and nature of the business of the
Partnership is to conduct any business that may lawfully be conducted by a
limited partnership organized pursuant to the Act; PROVIDED, HOWEVER, that such
business shall be limited to and conducted in such a manner as to permit the
Company at all times to be qualified as a REIT under the Code, unless the board
of directors of the Company determines to cease to qualify as a REIT. To
consummate the foregoing and to carry out the obligations of the Partnership in
connection therewith or incidental thereto, the General Partner shall have the
authority, in accordance with and subject to the limitations set forth elsewhere
in this Agreement, to make, enter into, perform and carry out any arrangements,
contracts or agreements of every kind for any lawful purpose, without limit as
to amount or otherwise, with any corporation, association, partnership, limited
liability company, firm, trustee, syndicate, individual or any political or
governmental division, subdivision or agency, domestic or foreign, and generally
to make and perform agreements and contracts of every kind and description and
to do any and all things necessary or incidental to the foregoing for the
protection and enhancement of the assets of the Partnership.

         SECTION 3.2 TERM. The Partnership as herein constituted shall continue
in perpetuity and shall have perpetual existence, unless earlier dissolved or
terminated pursuant to law or the provisions of this Agreement.

                                       9

<PAGE>

                                   ARTICLE IV
                              CAPITAL CONTRIBUTIONS

         SECTION 4.1 GENERAL PARTNER. The General Partner has contributed the
         property identified on Exhibit A attached hereto to the capital of the
         Partnership.

         SECTION 4.2 LIMITED PARTNERS. The Limited Partners have contributed
cash or their respective ownership interests in the Contributed Property to the
Partnership as identified on Exhibit A attached hereto. The Agreed Values of the
Limited Partners' proportionate ownership interest in the Contributed Properties
as of the date of contribution are set forth on Exhibit A attached hereto.

         SECTION 4.3 ADDITIONAL CAPITAL CONTRIBUTIONS AND ISSUANCES OF
ADDITIONAL PARTNERSHIP INTERESTS. The Partners shall have no preemptive or other
right or obligation to make any additional Capital Contributions or loans to the
Partnership. Any of the General Partner, Education Realty OP Limited Partner or
Education Realty Limited Partner, LLC may contribute additional capital or
property to the Partnership, from time to time, and receive additional
Partnership Interests in respect thereof, in the manner contemplated in this
Section 4.3.

                                       10

<PAGE>

                  (a) ISSUANCES OF ADDITIONAL PARTNERSHIP INTERESTS.

                           (i) GENERAL. The General Partner is hereby authorized
                           to cause the Partnership to issue such additional
                           Partnership Interests in the form of Common
                           Partnership Units and Preferred Partnership Units for
                           any Partnership purpose at any time or from time to
                           time, to the Partners or to other Persons for such
                           consideration and on such terms and conditions as
                           shall be established by the General Partner in its
                           sole and absolute discretion, all without the
                           approval of any of the Limited Partners. Any
                           additional Partnership Interest issued thereby may be
                           issued in one or more classes, or one or more series
                           of any of such classes, with such designations,
                           preferences and relative, participating, optional or
                           other special rights, powers and duties, including
                           rights, powers and duties senior to Limited
                           Partnership Interests, all as shall be determined by
                           the General Partner in its sole and absolute
                           discretion and without the approval of any Limited
                           Partner, subject to Delaware law, and all as shall be
                           set forth in an Exhibit to this Agreement, which
                           Exhibit shall be incorporated into and become part of
                           this Agreement upon adoption by the General Partner,
                           including, without limitation, (i) the allocations of
                           items of Partnership income, gain, loss, deduction
                           and credit to each such class or series of
                           Partnership Interests; (ii) the right of each such
                           class or series of Partnership Interests to share in
                           Partnership distributions; (iii) the rights of each
                           class or series of Partnership Interests upon
                           dissolution and liquidation of the Partnership and
                           (iv) the right to vote; PROVIDED, HOWEVER, that no
                           additional Partnership Interests shall be issued to
                           the Company, the General Partner, Education Realty OP
                           Limited Partner Trust or Education Realty Limited
                           Partner, LLC unless:

                           (ii) In the case of the Company, the General Partner
                           or Education Realty OP Limited Partner Trust, either
                           (A)(1) the additional Partnership Interests are
                           issued in connection with an issuance of REIT Shares
                           or other interests in the Company, all such that the
                           economic interests of such REIT Shares are
                           substantially similar to the designations,
                           preferences and other rights of the additional
                           Partnership Interests issued to the Company or any of
                           its Affiliates (including, without limitation, the
                           General Partner and Education Realty OP Limited
                           Partner Trust) in accordance with this Section 4.3,
                           (2) the Company shall make, directly or through one
                           of its Affiliates (including, without limitation, the
                           General Partner and Education Realty OP Limited
                           Partner Trust), a Capital Contribution to the
                           Partnership in an amount equal to the proceeds raised
                           or other property received by the Company, directly
                           or through one or more Affiliates, in connection with
                           the issuance of such shares or other interests in the
                           Company and (3) the additional Partnership Interests
                           are issued in exchange for property owned by the
                           Company or its Affiliates (including, without
                           limitation, the General Partner and Education Realty
                           OP Limited

                                       11

<PAGE>

                           Partner Trust) with a fair market value, as
                           determined by the General Partner, in good faith,
                           equal to the value of the Partnership Interests, or
                           (B) the additional Partnership Interests are issued
                           to all Partners in proportion to their respective
                           Common Percentage Interests or Preferred Percentage
                           Interests, as applicable.

                           (iii) In the case of Education Realty Limited
                           Partner, LLC, (A) such additional Partnership
                           Interests are issued as Common Partnership Units and
                           represent only a profits interest in the Partnership
                           upon issuance (i.e., such Common Partnership Units
                           entitle Education Realty Limited Partner, LLC to no
                           right to receive any share of the value of the
                           Partnership's assets as of the date of the issuance
                           of such Common Partnership Units and entitle
                           Education Realty Limited Partner, LLC only the right
                           to receive any profits or appreciation that are
                           earned by the Partnership or which inure to the
                           Partnership's assets after the date of the issuance
                           of such Common Partnership Units) and (B) the
                           aggregate number of Common Partnership Units held by
                           Education Realty Limited Partner, LLC immediately
                           after the issuance of such Common Partnership Units
                           will not exceed [___%] of the aggregate issued and
                           outstanding Common Partnership Units immediately
                           after such issuance.

Without limiting the foregoing, the General Partner is expressly authorized to
cause the Partnership to issue Common Partnership Units or Preferred Partnership
Units for less than fair market value, so long as the General Partner concludes
in good faith that such issuance is in the best interests of the Company and the
Partnership.

                  (b) UPON ISSUANCE OF ADDITIONAL SECURITIES. After the
         Offering, the Company shall not issue any additional REIT Shares (other
         than REIT Shares issued in connection with a redemption pursuant to
         Section 7.4 hereof) or rights, options, warrants or convertible or
         exchangeable securities containing the right to subscribe for or
         purchase REIT Shares (collectively, "Additional Securities") other than
         to all holders of REIT Shares, unless (A) the General Partner shall
         cause the Partnership to issue to the Company or its Affiliates,
         Partnership Interests or rights, options, warrants or convertible or
         exchangeable securities of the Partnership having designations,
         preferences and other rights, all such that the economic interests are
         substantially similar to those of the Additional Securities, and (B)
         the Company contributes, directly or through one or more Affiliates,
         the proceeds or other property received from the issuance of such
         Additional Securities and from any exercise of rights contained in such
         Additional Securities to the Partnership.

Without limiting the foregoing, the Company may issue Additional Securities for
less than fair market value, and as a result the General Partner is expressly
authorized to cause the Partnership to issue to the Company or its Affiliates
corresponding Partnership Interests, so long as (x) the Company concludes in
good faith that such issuance is in the best interests of the Company and the
Partnership, and (y) the Company, directly or through one or more Affiliates,
contributes all proceeds or other property received from such issuance to the
Partnership. For example, in the

                                       12

<PAGE>

event the Company issues REIT Common Shares for a cash purchase price and
contributes, directly or through one or more Affiliates, all of the proceeds of
such issuance to the Partnership as required hereunder, the Company or its
Affiliates shall be issued a number of additional Common Partnership Units equal
to the product of (A) the number of such REIT Common Shares issued by the
Company, the proceeds of which were so contributed, multiplied by (B) a
fraction, the numerator of which is 100%, and the denominator of which is the
Conversion Factor in effect on the date of such contribution.

                  (c) CERTAIN DEEMED CONTRIBUTIONS OF PROCEEDS OF ISSUANCE OF
         REIT SHARES. In connection with any and all issuances of REIT Shares,
         the Company, directly or through one or more Affiliates, shall
         contribute all of the proceeds raised in connection with such issuance
         to the Partnership as Capital Contributions, PROVIDED THAT if the
         proceeds actually received and contributed by the Company or its
         Affiliates are less than the gross proceeds of such issuance as a
         result of any underwriter's discount or other expenses paid or incurred
         in connection with such issuance, then the Company, directly or through
         one or more Affiliates, shall be deemed to have made Capital
         Contributions to the Partnership in the aggregate amount of the gross
         proceeds of such issuance and the Partnership shall be deemed
         simultaneously to have paid such offering expenses in connection with
         the required issuance of additional Partnership Units to the Company or
         its Affiliates for such Capital Contributions pursuant to Section
         4.3(a) hereof.

         SECTION 4.4 ADDITIONAL FUNDING. If the General Partner determines that
it is in the best interests of the Partnership to provide for additional
Partnership funds ("Additional Funds") for any Partnership purpose, the General
Partner may (i) cause the Partnership to obtain such funds from outside
borrowings, or (ii) elect to have the General Partner provide such Additional
Funds to the Partnership through loans or otherwise.

         SECTION 4.5 INTEREST. No interest shall be paid on the Capital
Contribution of any Partner.

         SECTION 4.6 RETURN OF CAPITAL. Except as expressly provided in this
Agreement, no Partner shall be entitled to demand or receive the return of his
Capital Contribution.

         SECTION 4.7 PERCENTAGE INTEREST. If the number of outstanding Common
Partnership Units increases or decreases during a taxable year, the General
Partner shall adjust each holder of Common Partnership Units' Percentage
Interest, as reflected on Exhibit A, to a percentage equal to the number of
Common Partnership Units held by such Partner divided by the aggregate number of
outstanding Common Partnership Units.

                                       13

<PAGE>

                                    ARTICLE V
                         PROFITS, LOSSES AND ACCOUNTING

         SECTION 5.1 ALLOCATION OF PROFITS AND LOSSES. Except as otherwise
provided herein or in Exhibit B, profits earned and losses incurred by the
Partnership shall be allocated among the Partners as follows:

         (a) Profits for each year shall be allocated among the Partners, and
         shall be credited to the respective Capital Accounts of the Partners,
         in the following order and priority:

                  (i) First, to the Partners to the extent of losses, in the
proportions and in the reverse order in which losses were allocated to them
pursuant to Section 5.1(b), until the cumulative amounts allocated to each
Partner pursuant to this Section 5.1(a)(i) are equal to the cumulative losses so
allocated to such Partner; and

                  (ii) Second, any remaining profits shall be allocated to the
holders of Common Partnership Units in accordance with their Common Percentage
Interests.

         (b) Losses for each year shall be allocated among the Partners, and
         shall be debited to the respective Capital Accounts of the Partners, in
         the following order and priority:

                  (i) First, to the holders of Common Partnership Units pro rata
in accordance with, and to the extent of, the positive balances in their
Adjusted Capital Account Balances (as defined in Exhibit B hereto) attributable
to Common Partnership Units; and

                  (ii) Thereafter any remaining losses will be allocated to the
holders of Common Partnership Units in accordance with their Common Percentage
Interests.

         (c) In the event that the Partnership issues additional Partnership
         Units pursuant to the provisions of this Agreement, the General Partner
         is hereby authorized to make revisions to this Section 5.1 as it
         determines are necessary or desirable to reflect the terms of the
         issuance of such additional Partnership Units, including, without
         limitation, making preferential allocations to certain classes of
         Partnership Units.

         SECTION 5.2 ACCOUNTING.

         (a) The books of the Partnership shall be kept on the accrual basis and
         in accordance with generally accepted accounting principles
         consistently applied.

         (b) The fiscal year of the Partnership shall be the calendar year.

         (c) The terms "profits" and "losses," as used herein, shall mean all
         items of income, gain, expense or loss as determined utilizing federal
         income tax accounting principles and shall also include each Partner's
         share of income described in Section 705(a)(1)(B) of the Code, any
         expenditures described in Section 705(a)(2)(B) of the Code, any
         expenditures described in Section 709(a) of the Code which are not
         deducted or amortized in accordance with Section 709(b) of the Code,
         losses not deductible pursuant to Sections 267(a) and 707(b) of the
         Code and adjustments made pursuant to Exhibit B attached hereto.

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<PAGE>

         (d) The General Partner shall be the Tax Matters Partner of the
         Partnership within the meaning of Section 6231(a)(7) of the Code. As
         Tax Matters Partner, the General Partner shall have the right and
         obligation to take all actions authorized and required, respectively,
         by the Code for the Tax Matters Partner. The General Partner shall have
         the right to retain professional assistance in respect of any audit of
         the Partnership by the IRS, and all out-of-pocket expenses and fees
         incurred by the General Partner on behalf of the Partnership as Tax
         Matters Partner shall constitute Operating Expenses of the Partnership.
         In the event the General Partner receives notice of a final Partnership
         adjustment under Section 6223(a)(2) of the Code, the General Partner
         shall either (i) file a court petition for judicial review of such
         final adjustment within the period provided under Section 6226(a) of
         the Code, a copy of which petition shall be mailed to each Limited
         Partner on the date such petition is filed, or (ii) mail a written
         notice to each Limited Partner, within such period, that describes the
         General Partner's reasons for determining not to file such a petition.

         (e) Except as specifically provided herein, all elections required or
         permitted to be made by the Partnership under the Code shall be made by
         the General Partner in its sole discretion.

         (f) Any Partner shall have the right to inspect the books and records
         of the Partnership, provided such audit is made at the expense of the
         Partner desiring it, such inspection is made during normal business
         hours and such audit is for a purpose reasonably related to such
         Partner's legitimate interest as a Partner.

         SECTION 5.3 PARTNERS' CAPITAL ACCOUNTS.

         (a) There shall be maintained a Capital Account for each Partner in
         accordance with this Section 5.3 and the principles set forth in
         Exhibit B attached hereto and made a part hereof. The amount of cash
         and the Agreed Value of property contributed to the Partnership by each
         Partner, net of liabilities assumed by the Partnership or securing
         property contributed by such Partner, shall be credited to its Capital
         Account, and from time to time, but not less often than annually, the
         share of each Partner in profits, losses and fair market value of
         distributions shall be credited or charged to its Capital Account. The
         determination of Partners' Capital Accounts, and any adjustments
         thereto, shall be made consistent with tax accounting and other
         principles set forth in Section 704(b) of the Code and applicable
         regulations thereunder and Exhibit B attached hereto.

         (b) Except as otherwise specifically provided herein or in a guarantee
         of a Partnership liability, signed by a Limited Partner, no Limited
         Partner shall be required to make any further contribution to the
         capital of the Partnership to restore a loss, to discharge any
         liability of the Partnership or for any other purpose, nor shall any
         Limited Partner personally be liable for any liabilities of the
         Partnership or of the General Partner except as provided by law or this
         Agreement. All Limited Partners hereby waive their right of
         contribution which they may have against other Partners in respect of
         any payments made by them under any guarantee of Partnership debt.

                                       15

<PAGE>

         (c) Immediately following the transfer of any Partnership Interest, the
         Capital Account of the transferee Partner shall be equal to the Capital
         Account of the transferor Partner attributable to the transferred
         interest, and such Capital Account shall not be adjusted to reflect any
         basis adjustment under Section 743 of the Code.

         (d) For purposes of computing the amount of any item of income, gain,
         deduction or loss to be reflected in the Partners' Capital Accounts,
         the determination, recognition and classification of any such item
         shall be the same as its determination, recognition and classification
         for federal income tax purposes, taking into account any adjustments
         required pursuant to Section 704(b) of the Code and the applicable
         regulations thereunder as more fully described in Exhibit B attached
         hereto.

         SECTION 5.4 SECTION 754 ELECTIONS. The General Partner may elect,
pursuant to Section 754 of the Code, to adjust the basis of the Partnership's
assets for all transfers of Partnership Interests if such election would benefit
any Partner or the Partnership.

                                   ARTICLE VI
              POWERS, DUTIES, LIABILITIES, COMPENSATION AND VOTING
                               OF GENERAL PARTNER

         SECTION 6.1 POWERS OF GENERAL PARTNER. Notwithstanding any provision of
this Agreement to the contrary, the General Partner's discretion and authority
are subject to the limitations imposed by law, and by the Certificate of
Incorporation and bylaws. Subject to the foregoing and to other limitations
imposed by this Agreement, the General Partner shall have full, complete and
exclusive discretion to manage and control the business and affairs of the
Partnership and make all decisions affecting the business and assets of the
Partnership. Without limiting the generality of the foregoing (but subject to
the restrictions specifically contained in this Agreement), the General Partner
shall have the power and authority to take the following actions on behalf of
the Partnership:

         (a) to acquire, purchase, own, manage, operate, lease and dispose of
         any real property and any other property or assets that the General
         Partner determines are necessary or appropriate or in the best
         interests of conducting the business of the Partnership in each case
         not inconsistent with the Company's qualification as a REIT;

         (b) to construct buildings and make other improvements (including
         renovations) on or to the properties owned or leased directly or
         indirectly by the Partnership;

         (c) to borrow money for the Partnership, issue evidences of
         indebtedness in connection therewith, refinance, guarantee, increase
         the amount of, modify, amend or change the terms of, or extend the time
         for the payment of, any indebtedness or obligation of or to the
         Partnership, and secure such indebtedness by mortgage, deed of trust,
         pledge or other lien on the Partnership's assets;

         (d) to pay, either directly or by reimbursement, for all Operating
         Expenses to third parties or to the General Partner (as set forth in
         this Agreement);

                                       16

<PAGE>

         (e) to lease all or any portion of any of the Partnership's assets,
         whether or not the terms of such leases extend beyond the termination
         date of the Partnership and whether or not any portion of the
         Partnership's assets so leased are to be occupied by the lessee, or, in
         turn, subleased in whole or in part to others, for such consideration
         and on such terms as the General Partner may determine;

         (f) to prosecute, defend, arbitrate, or compromise any and all claims
         or liabilities in favor of or against the Partnership, on such terms
         and in such manner as the General Partner may reasonably determine, and
         similarly to prosecute, settle or defend litigation with respect to the
         Partners, the Partnership, or the Partnership's assets;

         (g) to file applications, communicate, and otherwise deal with any and
         all governmental agencies having jurisdiction over, or in any way
         affecting, the Partnership's assets or any other aspect of the
         Partnership business;

         (h) to make or revoke any election permitted or required of the
         Partnership by any taxing authority;

         (i) to maintain such insurance coverage for public liability, fire and
         casualty, and any and all other insurance for the protection of the
         Partnership, for the conservation of Partnership assets, or for any
         other purpose convenient or beneficial to the Partnership, in such
         amounts and such types as the General Partner shall determine from time
         to time;

         (j) to determine whether or not to apply any insurance proceeds for any
         Property to the restoration of such Property or to distribute the same;

         (k) to retain providers of services of any kind or nature in connection
         with the Partnership business and to pay therefor such reasonable
         remuneration as the General Partner may deem proper;

         (l) to negotiate and conclude agreements on behalf of the Partnership
         with respect to any of the rights, powers and authority conferred upon
         the General Partner, including, without limitation, management
         agreements, development agreements and agreements with public and
         private colleges and universities;

         (m) to maintain accurate accounting records and to file promptly all
         federal, state and local income tax returns on behalf of the
         Partnership;

         (n) to form or acquire an interest in, and contribute property to, any
         further limited or general partnerships, joint ventures or other
         relationships that it deems desirable (including, without limitation,
         the acquisition of interests in, and the contributions of property to,
         its Subsidiaries and any other Person in which it has an equity
         interest from time to time);

         (o) to distribute Partnership cash or other Partnership assets in
         accordance with this Agreement;

                                       17

<PAGE>

         (p) to establish Partnership reserves for working capital, capital
         expenditures, contingent liabilities or any other valid Partnership
         purpose;

         (q) to authorize, issue, sell, redeem or otherwise purchase any
         Partnership Interests or any securities (including secured and
         unsecured debt obligations of the Partnership, debt obligations of the
         Partnership convertible into any class or series of Partnership
         Interests, or options, rights, warrants or appreciation rights relating
         to any Partnership Interests) of the Partnership;

         (r) subject to the provisions of Section 9.1, to merge, consolidate or
         combine the Partnership with or into another Person (to the extent
         permitted by applicable law);

         (s) to do any and all acts and things necessary or prudent to ensure
         that the Partnership will not be classified as a "publicly traded
         partnership" for purposes of Section 7704 of the Code;

         (t) to issue additional Partnership Interests pursuant to Section 4.3
         hereof;

         (u) to pay cash to redeem Partnership Units held by a Limited Partner
         in connection with a Limited Partner's exercise of its Redemption Right
         under Section 7.4 hereof;

         (v) to amend and restate Exhibit A hereto to reflect accurately at all
         times the Capital Contributions, Common Percentage Interests and
         Preferred Percentage Interests of the Partners as the same are adjusted
         from time to time to the extent necessary to reflect redemptions,
         Capital Contributions, the issuance of Partnership Units, the admission
         of any Additional Limited Partner or any Substitute Limited Partner or
         otherwise, which amendment and restatement, notwithstanding anything in
         this Agreement to the contrary, shall not be deemed an amendment to
         this Agreement, as long as the matter or event being reflected in
         Exhibit A hereto otherwise is authorized by this Agreement;

         (w) to take whatever action the General Partner deems appropriate to
         maintain the economic equivalency of Common Partnership Units and REIT
         Common Shares and Preferred Partnership Units and REIT Preferred
         Shares, respectively; and

         (x) to take such other action, execute, acknowledge, swear to or
         deliver such other documents and instruments, and perform any and all
         other acts the General Partner deems necessary or appropriate for the
         formation, continuation and conduct of the business and affairs of the
         Partnership (including, without limitation, all actions consistent with
         qualification of the Company as a REIT) and to possess and enjoy all of
         the rights and powers of a general partner as provided by the Act.

         Each of the Limited Partners agrees that the General Partner is
         authorized to execute, deliver and perform the above-mentioned
         agreements and transactions on behalf of the Partnership without any
         further act, approval or vote of the Partners, notwithstanding any
         other provision of this Agreement (except as provided in this Section
         6.1(r), Section 9.1 or Article XI), the Act or any applicable law, rule
         or regulation to the fullest extent permitted under the Act or other
         applicable law, rule or regulation. The execution,

                                       18

<PAGE>

         delivery or performance by the General Partner or the Partnership of
         any agreement authorized or permitted under this Agreement shall not
         constitute a breach by the General Partner of any duty that the General
         Partner may owe the Partnership or the Limited Partners or any other
         persons under this Agreement or of any duty stated or implied by law or
         equity.

         Except as otherwise provided herein, to the extent the duties of the
         General Partner require expenditures of funds to be paid to third
         parties, the General Partner shall not have any obligations hereunder
         except to the extent that Partnership funds are reasonably available to
         it for the performance of such duties, and nothing herein contained
         shall be deemed to authorize or require the General Partner, in its
         capacity as such, to expend its individual funds for payment to third
         parties or to undertake any individual liability or obligation on
         behalf of the Partnership.

         SECTION 6.2 DELEGATION OF AUTHORITY. The General Partner may delegate
any or all of its powers, rights and obligations hereunder, and may appoint,
employ, contract or otherwise deal with any Person for the transaction of the
business of the Partnership, which Person may, under supervision of the General
Partner, perform any acts or services for the Partnership as the General Partner
may approve.

         SECTION 6.3 DUTIES OF GENERAL PARTNER.

         (a) The General Partner, subject to the limitations contained elsewhere
         in this Agreement, shall manage or cause to be managed the affairs of
         the Partnership in a prudent and businesslike manner and shall devote
         sufficient time and effort to the Partnership affairs.

         (b) In carrying out its obligations, the General Partner shall:

                  (i) Render annual reports to all Partners with respect to the
operations of the Partnership;

                  (ii) On or before March 31st of every year, mail to all
persons who were Partners at any time during the Partnership's prior fiscal year
an annual report of the Partnership, including all necessary tax information,
and any other information regarding the Partnership and its operations during
the prior fiscal year deemed by the General Partner to be material;

                  (iii) Maintain complete and accurate records of all business
conducted by the Partnership and complete and accurate books of account
(containing such information as shall be necessary to record allocations and
distributions), and make such records and books of account available for
inspection and audit by any Partner or such Partner's duly authorized
representative (at the sole expense of such Partner) during regular business
hours and at the principal office of the Partnership; and

                  (iv) Cause to be filed such certificates and do such other
acts as may be required by law to qualify and maintain the Partnership as a
limited partnership under the laws of the State of Delaware.

                                       19

<PAGE>

         (c) The General Partner shall take such actions as it deems necessary
         to maintain the economic equivalency of Common Partnership Units and
         REIT Common Shares and Preferred Partnership Units and REIT Preferred
         Shares, respectively, required by this Agreement.

         SECTION 6.4 LIABILITIES OF GENERAL PARTNER; INDEMNIFICATION.

         (a) The General Partner shall not be liable for the return of all or
         any part of the Capital Contributions of the Limited Partners. Any
         returns shall be made solely from the assets of the Partnership
         according to the terms of this Agreement.

         (b) Notwithstanding anything to the contrary set forth in this
         Agreement, none of the General Partner or the Company nor any of their
         officers, directors, agents or employees shall be liable or accountable
         in damages or otherwise to the Partnership, any Partners or any
         assignees, or any of their successors or assigns, for any losses
         sustained, liabilities incurred or benefits not derived as a result of
         errors in judgment or mistakes of fact or law or any act or omission if
         the General Partner acted in good faith. The General Partner shall not
         be responsible for any misconduct or negligence on the part on any
         agent appointed by it in good faith pursuant to Section 6.2 hereof. The
         Limited Partners expressly acknowledge that the General Partner is
         acting on behalf of the Partnership, the General Partner, the General
         Partner's shareholders and the Company's shareholders collectively, and
         that the General Partner is under no obligation to consider the
         separate interests of the Limited Partners (including, without
         limitation, the tax consequences to Limited Partners or their
         assignees) in deciding whether to cause the Partnership to take (or
         decline to take) any actions. In the event of a conflict between the
         interests of the shareholders of the General Partner or shareholders of
         the Company on one hand and the Limited Partners on the other, the
         General Partner shall endeavor in good faith to resolve the conflict in
         a manner not adverse to either the shareholders of the Company or the
         Limited Partners; PROVIDED, HOWEVER, that for so long as the Company
         owns a controlling interest, directly or indirectly, in the
         Partnership, any such conflict that cannot be resolved in a manner not
         adverse to either the shareholders of the Company or the Limited
         Partners shall be resolved in favor of the shareholders of the Company.
         The General Partner shall not be liable for monetary damages for losses
         sustained, liabilities incurred, or benefits not derived by Limited
         Partners in connection with such decisions, provided that the General
         Partner has acted in good faith.

         (c) The Partnership shall indemnify an Indemnitee to the fullest extent
         permitted by law and save and hold it harmless from and against, and in
         respect of, any and all losses, claims, damages, liabilities (joint or
         several), expenses (including legal fees and expenses), judgments,
         fines, settlements, and other amounts arising from any and all claims,
         demands, actions, suits or proceedings, civil, criminal, administrative
         or investigative, that relate to the operations of the Partnership as
         set forth in this Agreement in which any Indemnitee may be involved, or
         is threatened to be involved, as a party or otherwise; PROVIDED,
         HOWEVER, that this indemnification shall not apply if: (A) the act or
         omission of the Indemnitee was material to the matter giving rise to
         the proceeding and either was committed in bad faith or was the result
         of active and deliberate dishonesty; (B) the Indemnitee actually
         received an improper personal benefit in money,

                                       20

<PAGE>

         property or services; or (C) in the case of any criminal proceeding,
         the Indemnitee had reasonable cause to believe that the act or omission
         was unlawful. The termination of any proceeding by judgment, order or
         settlement does not create a presumption that the Indemnitee did not
         meet the requisite standard of conduct set forth in this Section
         6.4(c). The termination of any proceeding by conviction or upon a plea
         of nolo contendere or its equivalent, or an entry of an order of
         probation prior to judgment, creates a rebuttable presumption that the
         Indemnitee acted in a manner contrary to that specified in this Section
         6.4(c). Any indemnification pursuant to this Section 6.4 shall be made
         only out of the assets of the Partnership, and any insurance proceeds
         from the liability policy covering the General Partner and any
         Indemnitee.

         (d) The Partnership may reimburse an Indemnitee for reasonable expenses
         incurred by an Indemnitee who is a party to a proceeding in advance of
         the final disposition of the proceeding upon receipt by the Partnership
         of (i) a written affirmation by the Indemnitee of the Indemnitee's good
         faith belief that the standard of conduct necessary for indemnification
         by the Partnership as authorized in this Section 6.4 has been met, and
         (ii) a written undertaking by or on behalf of the Indemnitee to repay
         the amount if it shall ultimately be determined that the standard of
         conduct has not been met.

         (e) The indemnification provided by this Section 6.4 shall be in
         addition to any other rights to which an Indemnitee or any other Person
         may be entitled under any agreement, pursuant to any vote of the
         Partners, as a matter of law or otherwise, and shall continue as to an
         Indemnitee who has ceased to serve in such capacity.

         (f) The Partnership may purchase and maintain insurance on behalf of
         the Indemnitees, and such other Persons as the General Partner shall
         determine, against any liability that may be asserted against or
         expenses that may be incurred by such Person in connection with the
         Partnership's activities, regardless of whether the Partnership would
         have the power to indemnify such Person against such liability under
         the provisions of this Agreement.

         (g) For purposes of this Section 6.4, the Partnership shall be deemed
         to have requested an Indemnitee to serve as fiduciary of an employee
         benefit plan whenever the performance by the Indemnitee of its duties
         to the Partnership also imposes duties on, or otherwise involves
         services by, the Indemnitee to the plan or participants or
         beneficiaries of the plan; excise taxes assessed on an Indemnitee with
         respect to an employee benefit plan pursuant to applicable law shall
         constitute fines within the meaning of this Section 6.4; and actions
         taken or omitted by the Indemnitee with respect to an employee benefit
         plan in the performance of its duties for a purpose reasonably believed
         by the Indemnitee to be in the interest of the participants and
         beneficiaries of the plan shall be deemed to be for a purpose which is
         not opposed to the best interests of the Partnership.

         (h) In no event may an Indemnitee subject the Limited Partners to
         personal liability by reason of the indemnification provisions set
         forth in this Agreement.

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<PAGE>

         (i) An Indemnitee shall not be denied indemnification in whole or in
         part under this Section 6.4 because the Indemnitee had an interest in
         the transaction with respect to which the indemnification applies if
         the transaction was otherwise permitted by the terms of this Agreement.

         (j) Any amendment, modification or repeal of this Section 6.4 or any
         provision hereof shall be prospective only and shall not in any way
         affect the limitations on the General Partner's liability to the
         Partnership and the Limited Partners under this Section 6.4 as in
         effect immediately prior to such amendment, modification or repeal with
         respect to matters occurring, in whole or in part, prior to such
         amendment, modification or repeal, regardless of when claims relating
         to such matters may arise or be asserted. The provisions of this
         Section 6.4 are for the benefit of the Indemnitees, their heirs,
         successors, assigns and administrators and shall not be deemed to
         create any rights for the benefit of any other Persons.

         (k) Notwithstanding any other provisions of this Agreement or the Act,
         any action of the General Partner on behalf of the Partnership or any
         decision of the General Partner to refrain from acting on behalf of the
         Partnership, undertaken in the good faith belief that such action or
         omission is necessary or advisable in order (i) to protect the ability
         of the Company to continue to qualify as a REIT, or (ii) to prevent the
         Company from incurring any taxes under Section 857 or Section 4981 of
         the Code, is expressly authorized under this Agreement and is deemed
         approved by all of the Limited Partners. Further, any provision of this
         Agreement that might jeopardize the Company's REIT status shall be (i)
         void and of no effect, or (ii) reformed, as necessary, to avoid the
         Company's loss of REIT status.

         SECTION 6.5 COMPENSATION OF GENERAL PARTNER; REIMBURSEMENT. The General
         Partner, as such, shall not receive any compensation for services
         rendered to the Partnership. Notwithstanding the preceding sentence,
         the General Partner shall be entitled, in accordance with the
         provisions of Section 6.7 below, to pay reasonable compensation to its
         Affiliates and other entities in which it may be associated for
         services performed. The General Partner shall be reimbursed on a
         monthly basis, or such other basis as the General Partner may determine
         in its sole and absolute discretion, for all REIT Expenses.

         SECTION 6.6 RELIANCE ON ACT OF GENERAL PARTNER. No financial
institution or any other person, firm or corporation dealing with the General
Partner or the Partnership shall be required to ascertain whether the General
Partner is acting in accordance with this Agreement, but such financial
institution or such other person, firm or corporation shall be protected in
relying solely upon the assurance of and the execution of any instrument or
instruments by the General Partner.

         SECTION 6.7 OUTSIDE SERVICES; DEALINGS WITH AFFILIATES; OUTSIDE
ACTIVITIES.

                                       22

<PAGE>

         (a) Notwithstanding any provision of this Article VI to the contrary,
         the General Partner may employ such agents, accountants, attorneys and
         others as it shall deem advisable, including its directors, officers,
         shareholders, and its Affiliates and entities with which the General
         Partner, any Limited Partner or their respective Affiliates may be
         associated, and may pay them reasonable compensation from Partnership
         funds for services performed, which compensation shall be reasonably
         believed by the General Partner to be comparable to and competitive
         with fees charged by unrelated Persons who render comparable services
         which could reasonably be made available to the Partnership. The
         General Partner shall not be liable for the neglect, omission or
         wrongdoing of any such Person so long as it appointed such Person in
         good faith.

         (b) The Partnership may lend or contribute to its Subsidiaries or other
         Persons in which it has an equity investment Partnership funds on terms
         and conditions established in the sole and absolute discretion of the
         General Partner. The foregoing authority shall not create any right or
         benefit in favor of any Subsidiary or any other Person.

         (c) The Partnership may transfer assets to joint ventures, other
         partnerships, corporations or other business entities in which it is or
         thereby becomes a participant upon such terms and subject to such
         conditions as are consistent with this Agreement and applicable law.

         (d) Except as expressly permitted by this Agreement, neither the
         General Partner nor any of its Affiliates nor any Limited Partner shall
         sell, transfer or convey any property to, or purchase any property
         from, the Partnership, directly or indirectly, except pursuant to
         transactions that are on terms that are fair and reasonable to the
         Partnership.

         (e) Subject to the Certificate of Incorporation and any agreements
         entered into by the General Partner or its Affiliates with the
         Partnership or a Subsidiary, any officer, director, employee, agent,
         trustee, Affiliate or shareholder of the General Partner shall be
         entitled to and may have business interests and engage in business
         activities in addition to those relating to the Partnership, including
         business interests and activities substantially similar or identical to
         those of the Partnership. Neither the Partnership nor any of the
         Limited Partners shall have any rights by virtue of this Agreement in
         any business ventures of such person.

         (f) In the event the Company exercises its rights under its Articles of
         Incorporation to redeem REIT Common Shares, then the General Partner
         shall cause the Partnership to purchase from the Company a number of
         Common Partnership Units determined based on the application of the
         Conversion Factor on the same terms as those on which the Company
         redeemed such REIT Common Shares.

         SECTION 6.8 ADDITIONAL LOANS TO THE PARTNERSHIP. If additional funds
are required by the Partnership for any purpose relating to the business of the
Partnership or for any of its obligations, expenses, costs, or expenditures,
including operating deficits, the Partnership may borrow such funds as are
needed from time to time from any Person (including, without limitation, the
General Partner or any Affiliate of the General Partner; PROVIDED,

                                       23

<PAGE>

HOWEVER, that the terms of any loan from the General Partner or any Affiliate of
the General Partner shall be substantially equivalent to the terms that could be
obtained from a third party on an arm's-length basis) on such terms as the
General Partner and such other Person may agree.

         SECTION 6.9 CONTRIBUTION OF ASSETS. The Company, directly or through
one or more of its Affiliates, shall contribute to the capital of the
Partnership from time to time each asset it owns from time to time during the
existence of the Partnership, but it is not required to so contribute:

         (a) its interests in the General Partner, Education Realty OP Limited
         Partner Trust or Education Realty Limited Partner, LLC;

         (b) its direct or indirect interest in any entity in a chain of
         entities of which the Company is the sole beneficial owner, so long as
         all of the assets or other ownership interests in the entity in that
         chain furthest removed from the General Partner are contributed
         directly or indirectly to the Partnership; or

         (c) any equity interest in any entity of which the Company is the sole
         beneficial owner that is created or used solely by the General Partner
         in connection with any borrowing transaction in whole or in part for
         the benefit of the Partnership.

                                   ARTICLE VII
                    RIGHTS, PROHIBITIONS AND REPRESENTATIONS
                        WITH RESPECT TO LIMITED PARTNERS

         SECTION 7.1 RIGHTS OF LIMITED PARTNERS.

         (a) The Partnership may engage the Limited Partners or persons or firms
         associated with them for specific purposes and may otherwise deal with
         such Partners on terms and for compensation to be agreed upon by any
         such Partner and the Partnership; PROVIDED, HOWEVER, that no Limited
         Partner shall be entitled to participate in the management or control
         of the business of the Partnership.

         (b) The Partnership's books shall be kept at the principal place of
         business of the Partnership and at all times, during reasonable
         business hours and at such Partner's sole expense, shall be entitled to
         inspect and copy any of them and have on demand true and full
         information of all things affecting the Partnership and a formal
         accounting of Partnership affairs whenever circumstances render it just
         and reasonable; PROVIDED, HOWEVER, for such period of time as the
         General Partner determines in its sole and absolute discretion to be
         reasonable, the General Partner may keep confidential from the Limited
         Partners any information that (i) the General Partner believes to be in
         the nature of trade secrets or other information the disclosure of
         which the General Partner in good faith believes is not in the best
         interests of the Partnership or (ii) the Partnership or the General
         Partner is required by law or by agreements with unaffiliated third
         parties to keep confidential.

                                       24

<PAGE>

         (c) No Limited Partner shall be liable for any debts, liabilities,
         contracts or obligations of the Partnership. A Limited Partner shall be
         liable to the Partnership only to make payments of its Capital
         Contribution, if any, as and when due hereunder. After its Capital
         Contribution is fully paid, no Limited Partner shall, except as
         otherwise required by the Act, be required to make any further Capital
         Contributions or other payments or lend any funds to the Partnership.

         SECTION 7.2 PROHIBITIONS WITH RESPECT TO THE LIMITED PARTNERS No
Limited Partner shall have the right:

         (a) To take part in the control or management of the Partnership
         business, to transact business for or on behalf of the Partnership or
         to sign for or to bind the Partnership, such powers being vested solely
         in the General Partner as set forth herein;

         (b) To have such Partner's Capital Contributions repaid except to the
         extent provided in this Agreement;

         (c) To require partition of Partnership property or to compel any sale
         or appraisement of Partnership assets or sale of a deceased Partner's
         interests therein, notwithstanding any provisions of law to the
         contrary; or

         (d) To sell or assign all or any portion of such Partner's Limited
         Partnership Interest in the Partnership or to constitute the vendee or
         assignee thereunder a Substitute Limited Partner, except as provided in
         Article IX hereof.

         SECTION 7.3 OWNERSHIP BY LIMITED PARTNER OF CORPORATE GENERAL PARTNER
OR AFFILIATE. No Limited Partner shall at any time, either directly or
indirectly, own any shares or other interest in the General Partner or in any
Affiliate thereof if such ownership by itself or in conjunction with other
shares or other interests owned by other Limited Partners would, in the opinion
of counsel for the Partnership, jeopardize the classification of the Partnership
as a partnership or the Company as a REIT for federal income tax purposes. The
General Partner shall be entitled to make such reasonable inquiry of the Limited
Partners as is required to establish compliance by the Limited Partners with the
provisions of this Section 7.3 and the Limited Partners shall promptly and fully
respond to such inquiries.

         SECTION 7.4 REDEMPTION RIGHT.

         (a) Subject to Section 7.4(b) and Section 7.4(c), and the provisions of
         any agreements between the Partnership and one or more Limited
         Partners, each Limited Partner shall have the right (the "Redemption
         Right") to require the Partnership to redeem on a Specified Redemption
         Date all or a portion of the Common Partnership Units held by such
         Limited Partner at a redemption price equal to and in the form of the
         Cash Amount to be paid by the Partnership. The Partnership shall have
         up to one (1) year (the "Payout Period") following exercise of a
         Redemption Right to pay the Cash Amount to the Limited Partner who is
         exercising the redemption right (the "Redeeming Partner"). From

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<PAGE>

         and after the Specified Redemption Date, the Cash Amount (or portion
         thereof) due and payable to a Redeeming Partner with respect to such
         Redeeming Partner's exercise of its Redemption Right shall bear
         interest at the rate equal to the lower of (i) the Company's annual
         dividend rate on REIT Common Shares for the prior twelve (12) month
         period, or (ii) eight percent (8%) per annum, until the Cash Amount (or
         portion thereof) shall be paid in full by the Partnership. The
         Redemption Right shall be exercised pursuant to a Notice of Redemption
         delivered to the Partnership (with a copy to the General Partner) by
         the Redeeming Partner. A Limited Partner may not exercise the
         Redemption Right for less than one thousand (1,000) Common Partnership
         Units or, if such Limited Partner holds less than one thousand (1,000)
         Common Partnership Units, less than all of the Common Partnership Units
         held by such Partner. Moreover, a Limited Partner may not exercise the
         Redemption Right more than once per calendar quarter, PROVIDED,
         HOWEVER, that the General Partner may amend this Section 7.4(a) to
         limit the number of exercises of the Redemption Right by the Limited
         Partners to not less than once per calendar year. Neither the Redeeming
         Partner nor any permitted or purported assignee of any Limited Partner
         shall have any right with respect to any Common Partnership Units so
         redeemed to receive any distributions paid after the Specified
         Redemption Date. Neither the Redeeming Partner nor any permitted or
         purported assignee of any Limited Partner shall have any right, with
         respect to any Common Partnership Units so redeemed, to receive any
         distributions paid after the Specified Redemption Date. Each Redeeming
         Partner agrees to provide such representations and related indemnities
         regarding good and unencumbered title, and to execute such documents,
         as the General Partner may reasonably require in connection with any
         redemption.

         (b) Notwithstanding the provisions of Section 7.4(a), in the event a
         Limited Partner elects to exercise the Redemption Right, the General
         Partner at the direction of the Company, directly or indirectly through
         one or more Affiliates, may, in its sole and absolute discretion, elect
         to assume directly and satisfy a Redemption Right by paying to the
         Redeeming Partner either (i) the Cash Amount, as provided for in
         Section 7.4(a), or (ii) the REIT Common Shares Amount, as elected by
         the General Partner, as directed by the Company (in its sole and
         absolute discretion), on the Specified Redemption Date, provided that
         the Company may defer payment of the Cash Amount until the end of the
         Payout Period described in Section 7.4(a) (in which case the Cash
         Amount shall bear interest as described in Section 7.4(a)), and
         provided, further, that the Company may, if it has elected so to defer
         payment of the Cash Amount, further elect at any time before the end of
         the Payout Period to pay all or any portion of the unpaid Cash Amount
         with REIT Common Shares having a Value equal to such portion of the
         Cash Amount plus any accrued but unpaid interest thereon. On any such
         election, the Company, directly or indirectly through one or more
         Affiliates, shall acquire the Common Partnership Units offered for
         redemption by the Redeeming Partner and shall be treated for all
         purposes of this Agreement as the owner of such Common Partnership
         Units. Unless the General Partner, as directed by the Company (in its
         sole and absolute discretion), shall exercise its right to assume
         directly and satisfy the Redemption Right, neither the General Partner
         nor the Company itself shall have any obligation to the Redeeming
         Partner or to the Partnership with respect to the Redeeming Partner's
         exercise of the Redemption Right.

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<PAGE>

         In the event the General Partner, as directed by the Company shall
         exercise its right to satisfy the Redemption Right in the manner
         described in the first sentence of this Section 7.4(b), the Partnership
         shall have no obligation to pay any amount to the Redeeming Partner
         with respect to such Redeeming Partner's exercise of the Redemption
         Right, and each of the Redeeming Partner, the Partnership, and the
         Company shall treat the transaction between the Company and the
         Redeeming Partner for federal income tax purposes as a sale of the
         Redeeming Partner's Common Partnership Units to the Company or its
         Affiliates. Each Redeeming Partner agrees to provide such
         representations and related indemnities regarding good and unencumbered
         title, and to execute such documents, as the Company may reasonably
         require in connection with the issuance of REIT Common Shares upon
         exercise of the Redemption Right. If the Redemption Right is satisfied
         by the delivery of REIT Common Shares, the Redeeming Partner shall be
         deemed to become a holder of REIT Common Shares as of the close of
         business on the Specified Redemption Date or on such later date
         permitted by this Section 7.4(b) that the Company delivers REIT Common
         Shares in satisfaction of a deferred payment of the Cash Amount, as the
         case may be.

Notwithstanding anything to the contrary in Section 7.4(a) or this Section
7.4(b), and in addition to the right of the Company to deliver REIT Common
Shares in satisfaction of a deferred payment of the Cash Amount, as provided
above, should the General Partner, as directed by the Company elect to satisfy a
Redemption Right by paying the Redeeming Partner the REIT Common Shares Amount,
and it is necessary to obtain Company shareholder approval in order for it to
issue sufficient REIT Common Shares to satisfy such Redemption Right in full,
then the Company shall have one hundred twenty (120) days beyond the Specified
Redemption Date in which to obtain such shareholder approval and to pay the REIT
Common Shares Amount, and the redemption date shall be required to occur by the
earliest of: (i) ten (10) days after shareholder approval of the issuance of the
REIT Common Shares has been obtained, if it is obtained; (ii) the date on which
the General Partner, as directed by the Company elects to pay such Redeeming
Partner the Cash Amount; or (iii) one hundred and thirty (130) days after the
Specified Redemption Date. If such shareholder approval is not obtained, the
Partnership shall pay to the Redeeming Partner the Cash Amount no later than the
end of what the Payout Period would have been had the General Partner, as
directed by the Company not elected to pay the REIT Common Share Amount upon the
redemption, together with interest on such Cash Amount as specified in Section
7.4(a) hereof.

         (c) Notwithstanding the provisions of Section 7.4(a) and Section
         7.4(b), a Limited Partner shall not be entitled to receive REIT Common
         Shares if the delivery of REIT Common Shares to such Partner on the
         Specified Redemption Date (or such later date permitted by Section
         7.4(b), as applicable) by the Company pursuant to Section 7.4(b) would
         be prohibited under the Articles of Incorporation of the Company, as
         amended or restated from time to time. Without limiting the effect of
         the preceding sentence, no Person shall be permitted to receive REIT
         Common Shares if as a result of, and after giving effect to, such
         exercise any Person would Beneficially Own (as defined in the Articles
         of Incorporation of the Company, as amended or restated from time to
         time) more than 9.8% of the total number of issued and outstanding REIT
         Common Shares,

                                       27

<PAGE>

         unless waived by the board of directors of the Company in its sole
         discretion. To the extent any attempted redemption for REIT Common
         Shares would be a violation of this Section 7.4(c), it shall be null
         and void ab initio. The Cash Amount shall be paid in such instances, in
         accordance with the terms set forth in Section 7.4(a) or 7.4(b).

         (d) Each Limited Partner covenants and agrees with the General Partner
         that all Common Partnership Units delivered for redemption shall be
         delivered to the Partnership, the Company or its Affiliates, as the
         case may be, free and clear of all liens and, notwithstanding anything
         herein contained to the contrary, neither the General Partner, the
         Company (nor any of its Affiliates) nor the Partnership shall be under
         any obligation to acquire Common Partnership Units which are or may be
         subject to any liens. Each Limited Partner further agrees that, in the
         event any state or local property transfer tax is payable as a result
         of the transfer of its Common Partnership Units to the General Partner,
         Partnership or the Company, such Limited Partner shall assume and pay
         such transfer tax.

         (e) REIT Common Shares issued pursuant to Section 7.4(b) may contain
         such legends regarding restrictions on transfer as the Company in good
         faith determines to be necessary or advisable in order to (1) comply
         with restrictions on transfer under the Securities Act and applicable
         state securities laws and (2) protect the ability of the Company to
         continue to qualify as a REIT.

         SECTION 7.5 WARRANTIES AND REPRESENTATIONS OF THE LIMITED PARTNERS.
Each Limited Partner contributing Initial Contributed Assets hereby warrants and
represents to and for the benefit of the General Partner and the Partnership
that, as of the date hereof, such Limited Partner owns good, valid and
marketable title to the interests in the Initial Contributed Assets being
contributed to the capital of the Partnership by such Limited Partner (the
"Ownership Interests") and that except as provided on Exhibit A, such Ownership
Interests are free and clear of all mortgages, pledges, liens, security
interests, encumbrances and restrictions of any nature whatsoever. Each Limited
Partner further warrants and represents to and for the benefit of the General
Partner and the Partnership that such Limited Partner has all necessary power
and authority to transfer the Ownership Interests to the Partnership without the
consent or authorization of, or notice to, any third party, except those third
parties from whom such consents or authorizations were obtained.

         SECTION 7.6 INDEMNIFICATION BY LIMITED PARTNERS. Each Limited Partner
contributing Initial Contributed Assets hereby agrees to indemnify the General
Partner and the Partnership and hold the General Partner, its officers and
directors and the Partnership and its partners and each of their respective
representatives, successors and assigns harmless from and against any and all
claims, demands, losses, liabilities, damages and expenses (including reasonable
attorneys' fees) arising out of or in connection with (i) the inaccuracy of the
warranties and representations made by such Limited Partner under Section 7.5
above, or (ii) the ownership of the Ownership Interests by such Limited Partner
and any activities, obligations or liabilities of, or related to, the Initial
Contributed Assets to which such Ownership Interest relates for all periods
prior to the date of this Agreement.

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<PAGE>

         SECTION 7.7 NOTICE OF SALE OR REFINANCING. The General Partner shall
notify the Limited Partners no less than thirty (30) days prior to any sale,
refinancing, reduction (other than scheduled periodic amortization of principal)
of debt or other event that will reduce the amount of any nonrecourse
liabilities of the Partnership that a Limited Partner may include in the tax
basis of his or its Partnership Interests.

         SECTION 7.8 BASIS ANALYSIS AND LIMITED PARTNER GUARANTEES.

         (a) Upon the request of any Limited Partner but subject to the General
         Partner's agreement, which may be withheld in the General Partner's
         sole discretion, the General Partner may, prior to the end of each
         calendar year, beginning in 2005, cause accountants to prepare and
         provide to the Limited Partners a study analyzing each refinancing,
         reduction (other than scheduled periodic amortization of principal) of
         debt or other event that occurred during that year that reduced the
         amount of any nonrecourse liabilities of the Partnership that a Limited
         Partner may include in the tax basis of its Partnership Interests.

         (b) Upon the request of the General Partner, or upon a Limited
         Partner's own election but subject to the General Partner's agreement,
         which may be withheld in the General Partner's sole discretion, a
         Limited Partner (the "Initiating Limited Partner") from time to time,
         may, but shall not be required to, guarantee or otherwise provide
         credit support for Partnership indebtedness as such Limited Partner may
         elect; PROVIDED, HOWEVER, that the Limited Partner shall be entitled to
         take such action only if the General Partner determines that any such
         action would not have a material adverse effect on the tax position of
         the General Partner. All Partners are entitled to notice of any such
         guarantee or credit support, and shall have the right to provide
         guarantees or credit support on the same terms and conditions as the
         Initiating Limited Partner does, and all Limited Partners interested in
         providing such guarantee or credit support shall cooperate with the
         General Partner and each other in considering any guarantee or credit
         support proposal, and the General Partner will cooperate in permitting
         or obtaining any consents for such guarantees or credit support.

                                  ARTICLE VIII
                     DISTRIBUTIONS AND PAYMENTS TO PARTNERS

         SECTION 8.1 DISTRIBUTIONS OF CASH FLOW.

         (a) The General Partner shall cause the Partnership to distribute on a
         quarterly basis such portion of the Cash Flow of the Partnership as the
         General Partner shall determine in its sole discretion. Such
         distributions shall be made to the Partners who are Partners on the
         Partnership Record Date established by the General Partner in
         accordance with their respective Common Percentage Interests.

         (b) In no event may a Partner receive a distribution of Cash Flow with
         respect to a Partnership Unit if such Partner is entitled to receive a
         dividend out of the Company's

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<PAGE>

         share of such Cash Flow with respect to a REIT Share for which all or
         part of such Partnership Unit has been exchanged.

         SECTION 8.2 REIT DISTRIBUTION REQUIREMENTS. Unless the General Partner
determines that such a distribution would not be in the best interests of the
Partnership, the General Partner shall cause the Partnership to distribute
sufficient amounts to enable the Company (i) to meet its distribution
requirement for qualification as a REIT as set forth in Section 857(a)(1) of the
Code, and (ii) to avoid the excise tax imposed by Section 4981 of the Code.

         SECTION 8.3 NO RIGHT TO DISTRIBUTIONS IN KIND. No Partner shall be
entitled to demand property other than cash in connection with any distribution
by the Partnership.

         SECTION 8.4 DISTRIBUTIONS OF DISPOSITION PROCEEDS. Disposition Proceeds
shall be distributed to the Partners who have positive Capital Account balances
in accordance with such Partners' respective positive Capital Account balances.
The Capital Account balances of all of the Partners shall be adjusted
immediately after any Capital Transaction and prior to any distribution pursuant
to this Section 8.4 to reflect the allocation of all profits and losses of the
Partnership through the date of the event of the transaction that produces such
Disposition Proceeds.

         SECTION 8.5 WITHDRAWALS. No Partner shall be entitled to make
withdrawals from its Capital Account, or withdraw as a Limited Partner, except
as expressly provided herein.

         SECTION 8.6 AMENDMENT. In the event the Partnership issues additional
Partnership Units pursuant to the provisions of this Agreement, the General
Partner is hereby authorized to make such revisions to this Article VIII as it
determines are necessary or desirable to reflect the issuance of such additional
Partnership units, including without limitation, making preferential
distributions to certain classes of Partnership Units.

                                   ARTICLE IX
                             TRANSFERS OF INTERESTS

         SECTION 9.1 GENERAL PARTNER.

         (a) Other than to an Affiliate of the General Partner, the General
         Partner may not transfer any of its General Partnership Interest or
         Limited Partnership Interests or withdraw as General Partner except as
         provided in Section 9.1(b) or in connection with a transaction
         described in Section 9.1(c).

         (b) Except as otherwise provided in Section 6.7 or Section 9.1(c), the
         General Partner, the Company or their Subsidiaries shall not engage in
         any merger, consolidation or other combination with or into another
         Person or in any sale of all or substantially all of its assets, or any
         reclassification, or recapitalization or change of outstanding REIT
         Common Shares (other than a change in par value, or from par value to
         no par value, or as a result of a subdivision or combination as
         described in the definition of "Conversion

                                       30

<PAGE>

         Factor") (each of the foregoing being herein referred to as a
         "Transaction"), unless the Transaction also includes a merger of the
         Partnership or sale of substantially all of the assets of the
         Partnership or other transaction as a result of which all Limited
         Partners will receive for each Common Partnership Unit an amount of
         cash, securities or other property equal to the product of the
         Conversion Factor and the greatest amount of cash, securities or other
         property paid to a holder of one REIT Common Share in consideration of
         one REIT Common Share as a result of the Transaction; PROVIDED,
         HOWEVER, that if, in connection with the Transaction, a purchase,
         tender or exchange offer shall have been made to and accepted by the
         holders of more than fifty percent (50%) of the outstanding REIT Common
         Shares, the holders of Common Partnership Units shall receive the
         greatest amount of cash, securities or other property which a Limited
         Partner would have received had it exercised the Redemption Right and
         the General Partner at the direction of the Company had exercised its
         election to satisfy the Redemption Right by the issuance of REIT Common
         Shares immediately prior to the expiration of such purchase, tender or
         exchange offer, PROVIDED FURTHER, HOWEVER, that Education Realty
         Limited Partner, LLC will only be entitled to receive an amount of
         cash, securities or other property equal to the product of the number
         of REIT Common Shares that would constitute the REIT Common Shares
         Amount if Education Realty Limited Partner, LLC had offered all of its
         Common Partnership Units for redemption and the Specified Redemption
         Date were the date of the closing of the Transaction multiplied by the
         greatest amount of cash, securities or other property paid in
         consideration for one REIT Common Share in connection with the
         Transaction or in connection with a purchase, tender or exchange offer
         that is accepted by the holders of more than fifty percent (50%) of the
         outstanding REIT Common Shares, as applicable.

         (c) Notwithstanding Section 9.1(b), the General Partner, the Company or
         their Subsidiaries may merge into or consolidate with another entity if
         immediately after such merger or consolidation (i) substantially all of
         the assets of the successor or surviving entity (the "Surviving
         Partner"), other than Partnership Units held by the General Partner,
         Education Realty OP Limited Partners Trust, Education Realty OP Limited
         Partner Trust, the Company or their Subsidiaries, are contributed to
         the Partnership as a Capital Contribution in exchange for Partnership
         Units with a fair market value equal to the value of the assets so
         contributed as determined by the Surviving Partner in good faith and
         (ii) the Surviving Partner or one of its Subsidiaries expressly agrees
         to assume all obligations of the General Partner hereunder. Upon such
         contribution and assumption, the Surviving Partner shall have the right
         and duty to amend this Agreement as set forth in this Section 9.1(c).
         The Surviving Partner shall in good faith arrive at a new method for
         the calculation of the Cash Amount and Conversion Factor for a Common
         Partnership Unit after any such merger or consolidation so as to
         approximate the existing method for such calculation as closely as
         reasonably possible. Such calculation shall take into account, among
         other things, the kind and amount of securities, cash and other
         property that was receivable upon such merger or consolidation by a
         holder of REIT Shares or options, warrants or other rights relating
         thereto, and which a holder of Common Partnership Units could have
         acquired had such Common Partnership Units been redeemed immediately
         prior to such merger or consolidation. Such amendment to this

                                       31

<PAGE>

         Agreement shall provide for adjustment to such method of calculation,
         which shall be as nearly equivalent as may be practicable to the
         adjustments provided for with respect to the Conversion Factor. The
         above provisions of this Section 9.1(c) shall similarly apply to
         successive mergers or consolidations permitted hereunder.

         SECTION 9.2 ADMISSION OF A SUBSTITUTE OR ADDITIONAL GENERAL PARTNER. A
Person shall be admitted as a Substitute or Additional General Partner of the
Partnership only if the transaction giving rise to such substitution or
admission is otherwise permitted under this Agreement and the following terms
and conditions are satisfied:

         (a) the Person to be admitted as a Substitute or Additional General
         Partner shall have accepted and agreed to be bound by all the terms and
         provisions of this Agreement by executing a counterpart thereof and
         such other documents or instruments as may be required or appropriate
         in order to effect the admission of such Person as a General Partner,
         and a certificate evidencing the admission of such Person as a General
         Partner shall have been filed for recordation and all other actions
         required by the Act in connection with such admission shall have been
         performed;

         (b) if the Person to be admitted as a Substitute or Additional General
         Partner is a corporation or a partnership, it shall have provided the
         Partnership with evidence satisfactory to counsel for the Partnership
         of such Person's authority to become a General Partner and to be bound
         by the terms and provisions of this Agreement; and

         (c) counsel for the Partnership shall have rendered an opinion (relying
         on such opinions from counsel of any state or any other jurisdiction as
         may be necessary) that the admission of the Person to be admitted as a
         Substitute or Additional General Partner is in conformity with the Act
         and that none of the actions taken in connection with the admission of
         such Person as a Substitute or Additional General Partner will cause
         the termination of the Partnership under Section 708 of the Code, or
         will cause it to be classified as other than a partnership for federal
         income tax purposes, or will result in the loss of any Limited
         Partner's limited liability status.

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<PAGE>

         SECTION 9.3 EFFECT OF BANKRUPTCY, WITHDRAWAL, DEATH OR DISSOLUTION OF A
GENERAL PARTNER.

         (a) Upon the occurrence of an Event of Bankruptcy as to a General
         Partner (and its automatic removal pursuant to Section 9.4(a) hereof)
         or the withdrawal or dissolution of a General Partner (except that, if
         a General Partner is on the date of such occurrence a partnership, the
         withdrawal, death, dissolution, Event of Bankruptcy as to or removal of
         a partner in such partnership shall be deemed not to be a dissolution
         of such General Partner if the business of such General Partner is
         continued within ninety (90) days by the remaining general partners or
         all remaining members of such partnership), the Partnership shall be
         dissolved and terminated unless the Partnership is continued pursuant
         to Section 9.3(b).

         (b) Following the occurrence of an Event of Bankruptcy as to a General
         Partner or the withdrawal or dissolution of a General Partner (except
         that, if a General Partner is on the date of such occurrence a
         partnership, the withdrawal, death, dissolution, Event of Bankruptcy as
         to or removal of a partner in such partnership shall be deemed not be a
         dissolution of such General Partner if the business of such General
         Partner is continued within ninety (90) days by all remaining general
         partners or all remaining members of such partnership), persons holding
         at least a majority of the Limited Partnership Interests, within ninety
         (90) days after such occurrence, may elect to continue the business of
         the Partnership for the balance of the term specified in Section 3.2 by
         selecting, subject to Section 9.2 and any other applicable provisions
         of this Agreement, a Substitute General Partner by majority vote of the
         Limited Partnership Interests. If the Limited Partners elect to
         reconstitute the Partnership and admit a Substitute General Partner,
         the relationship between the Partners and any Person who has acquired
         an interest of a Partner in the Partnership shall be governed by this
         Agreement.

         SECTION 9.4 REMOVAL OF A GENERAL PARTNER.

         (a) Upon the occurrence of an Event of Bankruptcy as to, or the
         dissolution of, a General Partner, such General Partner shall be deemed
         to be removed automatically; PROVIDED, HOWEVER, that if a General
         Partner is on the date of such occurrence a partnership, the
         withdrawal, death, dissolution, Event of Bankruptcy as to or removal of
         a partner in such partnership shall be deemed not to be a dissolution
         of the General Partner if the business of such General Partner is
         continued within ninety (90) days by the remaining general partners or
         all remaining members of such partnership.

         (b) If a General Partner has been removed pursuant to this Section
         9.4(a) and the Partnership is not continued pursuant to Section 9.3(b),
         the partnership shall be dissolved.

         (c) A General Partner may not be removed by the Limited Partners with
         or without cause.

         SECTION 9.5 RESTRICTIONS ON TRANSFER OF LIMITED PARTNERSHIP INTERESTS.

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<PAGE>

         (a) Except as otherwise provided in this Article IX, no Limited Partner
         may offer, sell, assign, hypothecate, pledge or otherwise transfer its
         Limited Partnership Interest, in whole or in part, whether voluntarily
         or by operation of law or at judicial sale or otherwise (collectively,
         a "Transfer"), without the written consent of the General Partner,
         which consent may be withheld in the sole and absolute discretion of
         the General Partner; PROVIDED, HOWEVER, the consent required by this
         Section 9.5(a) shall not be required in the event of a Transfer on or
         after the first anniversary of the date of this Agreement by a Limited
         Partner that was a limited partnership as of the date of this Agreement
         to any of its partners. The General Partner may require, as a condition
         of any Transfer, that the transferor assume all costs incurred by the
         Partnership in connection therewith.

         (b) No Limited Partner may effect a Transfer of its Limited Partnership
         Interest if, (i) in the opinion of legal counsel for the Partnership,
         such proposed Transfer would require the registration of the Limited
         Partnership Interest under the Securities Act of 1933, as amended, or
         would otherwise violate any applicable federal or state securities or
         "Blue Sky" law (including investment suitability standards) or (ii) the
         assignee is not an Accredited Investor within the meaning of Rule 501
         of the Securities Act of 1933, as amended.

         (c) No Transfer by a Limited Partner of its Partnership Units may be
         made to any Person if (i) in the opinion of legal counsel for the
         Partnership, the Transfer would result in the Partnership's being
         treated as an association taxable as a corporation (other than a
         qualified REIT subsidiary within the meaning of Section 856(i) of the
         Code), (ii) such transfer is effectuated through an "established
         securities market" or a "secondary market" (or the substantial
         equivalent thereof) within the meaning of Section 7704 of the Code,
         (iii) the Transfer would create a risk that the Company would not be
         taxed as a REIT for federal income tax purposes or (iv) assuming the
         Partnership Units subject to the Transfer were redeemed for REIT
         Shares, the redemption would create a risk that the Company would not
         be taxed as a REIT for federal income tax purposes.

         (d) Section 9.5(a) shall not prevent any donative Transfer by an
         individual Limited Partner to his immediate family members or any trust
         in which the individual or his immediate family members own,
         collectively, one hundred percent (100%) of the beneficial interests,
         provided that the transferor assumes all costs of the Partnership in
         connection therewith and any such transferee shall not have the rights
         of a Substitute Limited Partner (unless and until admitted as a
         Substitute Limited Partner pursuant to this Section 9.5 and Section 9.6
         of this Agreement).

         (e) No Transfer of a Limited Partnership Interest may be made to a
         lender of the Partnership or any Person who is related (within the
         meaning of Section 1.752-4(b) of the Treasury Regulations) to any
         lender to the Partnership whose loan constitutes a "nonrecourse
         liability" (as defined in Section 1.704-2(b)(3) of the Treasury
         Regulations), without the consent of the General Partner, in its sole
         and absolute discretion, provided that as a condition to such consent
         the lender will be required to enter into an arrangement with the
         Partnership and the General Partner to exchange or redeem for the

                                       34

<PAGE>

         Cash Amount any Partnership Units in which a security interest is held
         simultaneously with the time at which such lender would be deemed to be
         a partner in the Partnership for purposes of allocating liabilities to
         such lender under Section 752 of the Code.

         (f) Any Transfer in contravention of any of the provisions of this
         Article IX shall be void and ineffectual and shall not be binding upon,
         or recognized by, the Partnership.

         SECTION 9.6 ADMISSION OF SUBSTITUTE LIMITED PARTNER.

         (a) Subject to the other provisions of this Article IX (including,
         without limitation, the provisions of Section 9.5(a) regarding consent
         of the General Partner), an assignee of the Limited Partnership
         Interest of a Limited Partner (including, without limitation, any
         purchaser, transferee, donee, or other recipient of any disposition of
         such Limited Partnership Interest) shall be deemed admitted as a
         Limited Partner of the Partnership only upon the satisfactory
         completion of the following:

                  (i) the assignee has obtained the prior written consent of the
General Partner as to its admission as a Substitute Limited Partner, which
consent may be given or denied in the exercise of the General Partner's sole and
absolute discretion; PROVIDED, HOWEVER, that this Section 9.6(a)(i) shall not
apply in the case of assignee resulting from a Transfer by a Limited Partner
that was a partner as of the date of this Agreement to any of its partners;

                  (ii) the assignee shall have accepted and agreed to be bound
by the terms and provisions of this Agreement by executing a counterpart or an
amendment thereof, including a revised Exhibit A, and such other documents or
instruments as the General Partner may require in order to effect the admission
of such Person as a Limited Partner;

                  (iii) to the extent required, an amended certificate of
limited partnership evidencing the admission of such Person as a Limited Partner
shall have been signed, acknowledged and filed for record in accordance with the
Act;

                  (iv) the assignee shall have delivered a letter containing the
representation and warranty set forth in Section 9.11 and the agreement set
forth in Section 9.11;

                  (v) if the assignee is a corporation, partnership or trust,
the assignee shall have provided the General Partner with evidence satisfactory
to counsel for the Partnership of the assignee's authority to become a Limited
Partner under the terms and provisions of this Agreement;

                  (vi) the assignee shall have executed a power of attorney
containing the terms and provisions set forth in Article XII; and

                  (vii) the assignee shall have paid all reasonable legal fees
of the Partnership and the General Partner and all filing and publication costs
incurred in connection with its substitution as a Limited Partner.

         (b) For the purpose of allocating profits and losses and distributing
         cash received by the Partnership, a Substitute Limited Partner shall be
         treated as having become, and

                                       35

<PAGE>

         appearing in the records of the Partnership as, a Partner upon the
         filing of the certificate described in Section 9.6(a)(iii) or, if no
         such filing is required, the later of the date specified in the
         transfer documents, or the date on which the General Partner has
         received all necessary instruments of transfer and substitution.

         (c) The General Partner shall as promptly as practicable take all
         action required to effectuate the admission of the Person seeking to
         become a Substitute Limited Partner, including preparing the
         documentation required by this Section and making all official filings
         and publications.

         SECTION 9.7 RIGHTS OF ASSIGNEES OF PARTNERSHIP INTERESTS.

         (a) Subject to the provisions of Sections 9.5 and 9.6 hereof, except as
         required by operation of law, the Partnership shall not be obligated
         for any purposes whatsoever to recognize the assignment by any Limited
         Partner of his Partnership Interest until the Partnership has received
         notice thereof. If the General Partner, in its sole and absolute
         discretion, does not consent (subject to the proviso in Section
         9.6(a)(i)) to the admission of any transferee of any Partnership
         Interest as a Substitute Limited Partner in connection with a Transfer
         permitted by Section 9.5, such transferee shall be considered an
         assignee for the purposes of this Agreement. An assignee shall be
         entitled to all the rights of an assignee of a limited partnership
         interest under the Act, including the right to receive distributions
         attributable to the Partnership Units assigned, but such assignee shall
         not be entitled to effect a consent or effect a Redemption Right or
         vote with respect to such Partnership Units on any matter presented to
         the Limited Partners for approval (such right to consent or vote or
         effect a Redemption Right, to the extent provided in this Agreement or
         under the Act, fully remaining with the transferor Limited Partner).

         (b) Any Person who is the assignee of all or any portion of a Limited
         Partner's Limited Partnership Interest, but does not become a
         Substitute Limited Partner and desires to make a further assignment of
         such Limited Partnership Interest, shall be subject to all of the
         provisions of this Article IX to the same extent and in the same manner
         as any Limited Partner desiring to make an assignment of its Limited
         Partnership Interest.

         SECTION 9.8 EFFECT OF BANKRUPTCY, DEATH, INCOMPETENCE OR TERMINATION OF
A LIMITED PARTNER. The occurrence of an Event of Bankruptcy as to a Limited
Partner, the death of a Limited Partner or a final adjudication that a Limited
Partner is incompetent (which term shall include, but not be limited to,
insanity) shall not cause the termination or dissolution of the Partnership, and
the business of the Partnership shall continue. If an order for relief in a
bankruptcy proceeding is entered against an individual Limited Partner, the
trustee or receiver of his estate or, if he dies, his executor, administrator or
trustee, or, if he is finally adjudicated incompetent, his committee, guardian
or conservator, shall have the rights of such Limited Partner for the purpose of
settling or managing his estate property and such power as the bankrupt,
deceased or incompetent Limited Partner possessed to assign all or any part of
his Partnership Interest and to join with the assignee in satisfying conditions
precedent to the admission of the assignee as a Substitute Limited Partner.

                                       36

<PAGE>

         SECTION 9.9 TRANSFEREES. Any Partnership Interests owned by the
Partners and transferred pursuant to this Article IX shall be and remain subject
to all of the provisions of this Agreement.

         SECTION 9.10 ABSOLUTE RESTRICTION. Notwithstanding any provision of
this Agreement to the contrary, the sale or exchange of any interest in the
Partnership will not be permitted if the interest sought to be sold or
exchanged, when added to the total of all other interests sold or exchanged
within the period of twelve (12) consecutive months ending with the proposed
date of the sale or exchange, would result in the termination of the Partnership
under Section 708 of the Code, if such termination would materially and
adversely affect the Partnership or any Partner.

         SECTION 9.11 INVESTMENT REPRESENTATION. Each Limited Partner hereby
represents and warrants to the General Partner and to the Partnership that the
acquisition of his Partnership Interest is made as a principal for his account
for investment purposes only and not with a view to the resale or distribution
of such Partnership Interest. Each Limited Partner agrees that he will not sell,
assign or otherwise transfer his Partnership Interest or any fraction thereof,
whether voluntarily or by operation of law or at judicial sale or otherwise, to
any Person who does not similarly represent and warrant and similarly agree not
to sell, assign or transfer such Partnership Interest or fraction thereof to any
Person who does not similarly represent, warrant and agree.

                                    ARTICLE X
                         TERMINATION OF THE PARTNERSHIP

         SECTION 10.1 TERMINATION. The Partnership shall be dissolved upon (i)
an Event of Bankruptcy as to the General Partner or the dissolution or
withdrawal of the General Partner (unless within ninety (90) days thereafter
Limited Partners holding more than fifty percent (50%) of the Limited
Partnership Interests in the Partnership elect to continue the Partnership and
to elect one or more persons to serve as the General Partner or General Partners
of the Partnership), (ii) ninety (90) days following the sale of all or
substantially all of the Partnership's assets (provided that if the Partnership
receives an installment obligation as consideration for such sale or other
disposition, the Partnership shall continue, unless sooner dissolved under the
provisions of this Agreement, until such time as such obligation is paid in
full), (iii) the expiration of the term specified in Section 3.2, (iv) the
redemption of all Limited Partnership Interests (other than any of such
interests held by the General Partner, Education Realty OP Limited Partner Trust
or Education Realty Limited Partner, LLC), or (v) the election by the General
Partner (but only in accordance with and as permitted by applicable law) that
the Partnership should be dissolved. Upon dissolution of the Partnership (unless
the business of the Partnership is continued as set forth above), the General
Partner (or its trustee, receiver, successor or legal representative) shall
proceed with the winding up of the Partnership, and its assets shall be applied
and distributed as herein provided.

         SECTION 10.2 PAYMENT OF DEBTS. The assets shall first be applied to the
payment of the liabilities of the Partnership (other than any loans or advances
that may have been made by Partners to the Partnership) and the expenses of
liquidation. A reasonable time shall be allowed

                                       37

<PAGE>

for the orderly liquidation of the assets of the Partnership and the discharge
of liabilities to creditors so as to enable the General Partner to minimize any
losses resulting from liquidation.

         SECTION 10.3 DEBTS TO PARTNERS. The remaining assets shall next be
applied after payments of the Partnership's debts and liabilities referred to in
Section 10.2 to the repayment of any loans made by any Partner to the
Partnership.

         SECTION 10.4 REMAINING DISTRIBUTION. The remaining assets after payment
of all Partnership debts and liabilities referred to in Sections 10.2 and 10.3
shall then be distributed to the Partners in accordance with their positive
Capital Account balances, determined after taking into account all Capital
Account adjustments for all prior periods and the Partnership taxable year
during which the liquidation occurs.

         SECTION 10.5 RESERVE. Notwithstanding the provisions of Sections 10.3
and 10.4, the General Partner may retain such amount as it deems necessary as a
reserve for any contingent liabilities or obligations of the Partnership, which
reserve, after the passage of a reasonable period of time, shall be distributed
pursuant to the provisions of this Article X.

         SECTION 10.6 FINAL ACCOUNTING. Each of the Partners shall be furnished
with a statement examined by the Partnership's independent accountants, which
shall set forth the assets and liabilities of the Partnership as of the date of
the complete liquidation. Upon the compliance by the General Partner with the
foregoing distribution plan, the Limited Partners shall cease to be such, and
the General Partner, as the sole remaining Partner of the Partnership, shall
execute and cause to be filed a Certificate of Cancellation of the Partnership
and any and all other documents necessary with respect to termination and
cancellation of the Partnership.

                                   ARTICLE XI
                                   AMENDMENTS

         SECTION 11.1 AUTHORITY TO AMEND.

         (a) In addition to any other provisions of this Agreement that
         expressly empower and enable the General Partner to amend this
         Agreement without the approval of any other Partner, this Agreement may
         be amended by the General Partner without the approval of any other
         Partner if such amendment (i) is solely for the purpose of
         clarification or is of an inconsequential nature and does not change
         the substance hereof and the Partnership has obtained an opinion of
         counsel to that effect, (ii) is to add to the obligations of the
         General Partner or causes the General Partner to surrender any right or
         power granted to the General Partner or any Affiliate of the General
         Partner for the benefit of the Limited Partners, (iii) is to reflect
         the admission, substitution, termination or withdrawal of Partners in
         accordance with this Agreement or to amend the calculation of the Cash
         Amount and the Conversion Factor pursuant to a transaction described in
         Section 9.1(c), (iv) is to set forth the designations, right, powers,
         duties and preferences of the holders of any additional Partnership
         Interests issued pursuant to Section 4.3, (v) is to satisfy any
         requirements, conditions or guidelines contained in any order,
         directive, opinion ruling or regulation of a federal or state agency or
         contained in federal or state law, or (vi) is, in the

                                       38

<PAGE>

         opinion of counsel for the Partnership, necessary or appropriate to
         satisfy requirements of the Code with respect to partnerships or REITs
         or of any federal or state securities laws or regulations. Any
         amendment made pursuant to this Section 11.1(c) may be made effective
         as of the date of this Agreement.

         (b) Notwithstanding any contrary provision of this Agreement, any
         amendment to this Agreement or other act which would (i) adversely
         affect the limited liability of the Limited Partners, (ii) impose on
         the Limited Partners any obligation to make additional Capital
         Contributions to the Partnership, (iii) change the method of allocation
         of profit and loss as provided in Article V or the distribution
         provisions of Articles VIII and X hereof (except as permitted in
         Sections 4.3, 5.1 and 8.6 hereof), (iv) seek to impose personal
         liability on the Limited Partners, or (v) affect the operation of the
         Conversion Factor of the Redemption Right (other than pursuant to
         Sections 7.4(a) or 11.1(a)(iii)) shall require the consent and approval
         of Partners holding more than fifty percent (50%) of the Common
         Percentage Interests.

         (c) Except as otherwise specifically provided in this Section 11.1,
         amendments to this Agreement shall require the approval of Partners
         holding more than fifty percent (50%) of the Common Percentage
         Interests. Any amendment to this Agreement requiring the approval of
         Partners holding fifty percent (50%) of the Common Percentage Interests
         may be proposed by the General Partner or by any Limited Partners
         holding twenty-five percent (25%) or more of the Common Percentage
         Interests, and any such amendment proposed by Limited Partners holding
         twenty-five percent (25%) or more of the Common Percentage Interests
         shall be promptly submitted by the General Partner to the Partners for
         a vote.

         SECTION 11.2 NOTICE OF AMENDMENTS. A copy of any amendment to be
approved by the Partners pursuant to Sections 11.1(b) or 11.1(c) shall be mailed
in advance to such Partners. Partners shall be notified as to the substance of
any amendment pursuant to Sections 11.1(a), 11.1(b) or 11.1(c), and upon request
shall be furnished a copy thereof.

                                   ARTICLE XII
                                POWER OF ATTORNEY

         SECTION 12.1 POWER. Each of the Limited Partners irrevocably
constitutes and appoints the General Partner as such Limited Partner's true and
lawful attorney in such Limited Partner's name, place and stead to make,
execute, swear to, acknowledge, deliver and file:

         (a) Any certificates or other instruments which may be required to be
         filed by the Partnership under the laws of the State of Delaware or of
         any other state or jurisdiction in which the General Partner shall deem
         it advisable to file;

         (b) Any documents, certificates or other instruments, including, but
         not limited to, (i) any and all amendments and modifications of this
         Agreement or of the instruments described in Section 12.1(a) which may
         be required or deemed desirable by the General Partner to effectuate
         the provisions of any part of this Agreement, (ii) all instruments
         relating to the admission, withdrawal, removal or substitution of any
         Partner, and (iii) by

                                       39

<PAGE>

         way of extension and not limitation, to do all such other things as
         shall be necessary to continue and to carry on the business of the
         Partnership; and

         (c) All documents, certificates or other instruments that may be
         required to effectuate the dissolution and termination of the
         Partnership, to the extent such dissolution and termination is
         authorized hereby. The power of attorney granted hereby shall not
         constitute a waiver of, or be used to avoid, the rights of the Partners
         to approve certain amendments to this Agreement pursuant to Sections
         11.1(b) and 11.1(c) or be used in any other manner inconsistent with
         the status of the Partnership as a limited partnership or inconsistent
         with the provisions of this Agreement. Each such Limited Partner hereby
         agrees to be bound by any representation made by the General Partner,
         acting in good faith pursuant to such power of attorney; and each such
         Limited Partner hereby waives any and all defenses which may be
         available to contest, negate or disaffirm the action of the General
         Partner taken in good faith under such power of attorney.

         SECTION 12.2 SURVIVAL OF POWER. It is expressly intended by each of the
Partners that the foregoing power of attorney is coupled with an interest, is
irrevocable and shall survive the death, incompetence, dissolution, liquidation
or adjudication of insanity or bankruptcy or insolvency of each such Partner.
The foregoing power of attorney shall survive the delivery of an assignment by
any of the Partners of such Partner's entire interest in the Partnership, except
that where an assignee of such entire interest has become a substitute Limited
Partner, then the foregoing power of attorney of the assignor Partner shall
survive the delivery of such assignment for the sole purpose of enabling the
General Partner to execute, acknowledge and file any and all instruments
necessary to effectuate such substitution.

                                  ARTICLE XIII
                    CONSENTS, APPROVALS, VOTING AND MEETINGS

         SECTION 13.1 METHOD OF GIVING CONSENT OR APPROVAL. Any consent or
approval required by this Agreement may be given as follows:

         (a) by a written consent given by the consenting Partner and received
         by the General Partner at or prior to the doing of the act or thing for
         which the consent is solicited, provided that such consent shall not
         have been nullified by:

                  (i) Notice to the General Partner of such nullification by the
consenting Partner prior to the doing of any act or thing, the doing of which is
not subject to approval at a meeting called pursuant to Section 13.2, or

                  (ii) Notice to the General Partner of such nullification by
the consenting Partner prior to the time of any meeting called pursuant to
Section 13.2 to consider the doing of such act or thing, or

                  (iii) The negative vote by such consenting Partner at any
meeting called pursuant to Section 13.2 to consider the doing of such act or
thing.

                                       40

<PAGE>

         (b) by the affirmative vote by the consenting Partner for the doing of
         the act or thing for which the consent is solicited at any meeting
         called pursuant to Section 13.2 to consider the doing of such act or
         thing; or

         (c) by the failure of the Partner to respond or object to a request
         from the General Partner for such Partner's consent within thirty (30)
         days from its receipt of such request (or such shorter period of time
         as the General Partner may indicate in such request in order to ensure
         that the General Partner has sufficient time to respond, if required,
         to any third party with respect to the subject matter of such request).

         SECTION 13.2 MEETINGS OF LIMITED PARTNERS. Any matter requiring the
consent or vote of all or any of the Partners may be considered at a meeting of
the Partners held not less than five (5) nor more than sixty (60) days after
notice thereof shall have been given by the General Partner to all Partners.
Such notice (i) may be given by the General Partner, in its discretion, at any
time, or (ii) shall be given by the General Partner within fifteen (15) days
after receipt from Limited Partners holding more than fifty percent (50%) of the
Common Percentage Interests of a request for such meeting.

         SECTION 13.3 OPINION. Except for consents obtained pursuant to Sections
13.1 or 13.2, no Limited Partner shall exercise any consent or voting rights
unless either (a) at the time of the giving of consent or casting of any vote by
the Partners hereunder, counsel for the Partnership or counsel employed by the
Limited Partners shall have delivered to the Partnership an opinion satisfactory
to the Partners to the effect that such conduct (i) is permitted by the Act,
(ii) will not impair the limited liability of the Limited Partners, and (iii)
will not adversely affect the classification of the Partnership as a partnership
for federal income tax purposes, or (b) irrespective of the delivery or
nondelivery of such opinion of counsel, Limited Partners holding more than
seventy-five percent (75%) of the Common Percentage Interests of the Limited
Partners determine to exercise their consent or voting rights.

         SECTION 13.4 SUBMISSIONS TO PARTNERS. The General Partner shall give
the Partners notice of any proposal or other matter required by any provision of
this Agreement, or by law, to be submitted for consideration and approval of the
Partners. Such notice shall include any information required by the relevant
provision or by law.

                                   ARTICLE XIV
                                  MISCELLANEOUS

         SECTION 14.1 GOVERNING LAW. The Partnership and this Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware.

         SECTION 14.2 AGREEMENT FOR FURTHER EXECUTION. At any time or times upon
the request of the General Partner, the Limited Partners hereby agree to sign,
swear to, acknowledge and deliver all further documents and certificates
required by the laws of Delaware, or any other jurisdiction in which the
Partnership does, or proposes to do, business, or which may be reasonable,
necessary, appropriate or desirable to carry out the provisions of this
Agreement or the Act. This Section 14.2 shall not prejudice or affect the rights
of the Limited

                                       41

<PAGE>

Partners to approve certain amendments to this Agreement pursuant to Sections
11.1(b) and 11.1(c).

         SECTION 14.3 ENTIRE AGREEMENT. This Agreement and the exhibits attached
hereto contain the entire understanding among the parties and supersede any
prior understandings or agreements among them respecting the within subject
matter. There are no representations, agreements, arrangements or
understandings, oral or written, between or among the parties hereto relating to
the subject matter of this Agreement which are not fully expressed herein.

         SECTION 14.4 SEVERABILITY. This Agreement is intended to be performed
in accordance with, and only to the extent permitted by, all applicable laws,
ordinances, rules and regulations of the jurisdictions in which the Partnership
does business. If any provision of this Agreement, or the application thereof to
any person or circumstance, shall, for any reason and to any extent, be invalid
or unenforceable, the remainder of this Agreement and the application of such
provision to other persons or circumstances shall not be affected thereby, but
rather shall be enforced to the greatest extent permitted by law.

         SECTION 14.5 NOTICES. Notices to Partners or to the Partnership shall
be deemed to have been given when personally delivered, mailed by prepaid
registered or certified mail, or sent for next day delivery via a nationally
recognized overnight courier or delivery service, addressed as set forth in
Exhibit A attached hereto, unless a notice of change of address has previously
been given in writing by the addressee to the addressor, in which case such
notice shall be addressed to the address set forth in such notice of change of
address.

         SECTION 14.6 TITLES AND CAPTIONS. All titles and captions are for
convenience only, do not form a substantive part of this Agreement, and shall
not restrict or enlarge any substantive provisions of this Agreement.

         SECTION 14.7 COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each one of which shall constitute an original executed copy of
this Agreement.

         SECTION 14.8 PRONOUNS. All pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine, neuter, singular or plural, as the
identity of the person or persons may require.

         SECTION 14.9 SURVIVAL OF RIGHTS. Subject to the provisions hereof
limiting transfers, this Agreement shall be binding upon and inure to the
benefit of the Partners and the Partnership and their respective legal
representatives, successors, transferees and assigns.

         SECTION 14.10 WAIVER. No failure by any party to insist upon the strict
performance of any covenant, duty, agreement or condition of this Agreement or
to exercise any right or remedy consequent upon a breach thereof shall
constitute waiver of any such breach or any covenant, duty, agreement or
condition.

                                       42

<PAGE>

         SECTION 14.11 CREDITORS. Other than as expressly set forth herein with
respect to the Indemnitees, none of the provisions of this Agreement shall be
for the benefit of, or shall be enforceable by, any creditor of the Partnership.

         SECTION 14.12 UNIT CERTIFICATES. If the General Partner so elects,
Units shall be evidenced by numbered certificates in such form as shall be
approved by the General Partner, signed by the General Partner. Any such Unit
certificates shall be kept in a book and shall be issued in consecutive order
therefrom. The name of the person owning the Units, the number of Units, and the
date of issue shall be entered on the stub of each certificate. Unit
certificates exchanged or returned shall be canceled by the General Partner and
returned to their original place in the Unit book.

                         (SIGNATURES ON FOLLOWING PAGE)

                                       43

<PAGE>

         IN WITNESS WHEREOF, the parties have hereunto set their hands as of the
day and year first above written.

         GENERAL PARTNER

                                  EDUCATION REALTY OP GP, INC.,
                                  a Delaware corporation

                                  By: _______________________________
                                        Paul O. Bower, President

         LIMITED PARTNERS

                                  EDUCATION REALTY LIMITED PARTNER, LLC.,
                                  a Delaware limited liability company

                                  By:  _______________________________
                                  Its: _______________________________

                                  EDUCATION REALTY OP LIMITED PARTNER TRUST,
                                  a Maryland business trust

                                  By:  _______________________________
                                  Its: _______________________________

The undersigned has executed this Agreement not as a Partner of the Partnership
but to agree to the provisions of this Agreement imposing obligations on and
granting rights to the Company.

                                  EDUCATION REALTY TRUST, INC.

                                  By:  _______________________________
                                  Its: _______________________________

                                       44

<PAGE>

                                    EXHIBIT A

                        LIST OF PARTNERS AND CONTRIBUTED
                          ASSETS AS OF _________, 2004

<TABLE>
<CAPTION>
                                                  AGREED
                                  INITIAL          VALUE              COMMON            COMMON
                               CONTRIBUTED     OF CONTRIBUTED       PARTNERSHIP       PERCENTAGE
       PARTNERS:                 ASSET             ASSET               UNITS           INTEREST
<S>                           <C>              <C>                  <C>               <C>
    GENERAL PARTNER:

                              Cash in the
Education Realty OP GP,       amount of $__         $___              _____              ____%
          Inc.

   LIMITED PARTNERS:

Education Realty Limited      Cash in the
     Partner Trust            Amount of $___         $___             _____              ____%
</TABLE>

                                      A-1

<PAGE>

<TABLE>
<S>                      <C>                     <C>               <C>                <C>
                            Membership
                          Interests in C
                         Station, L.L.C.**

                          Shares of Allen
                             & O'Hara
                             Education
                          Services, Inc.**
Allen & O'Hara, Inc.                             $___              _____              ____%
                            Interest in
                         Gables property*

                            Membership
                            Interest in
                             Education
                            Properties
                            Trust, LLC*

   Paul O. Bower            Membership           $___              _____              ____%
                           Interest in C
                          Station, L.L.C.

  Thomas J. Hickey          Membership           $___              _____              ____%
                          Interests in C
                         Station, L.L.C.*
                          Shares of Allen
                             & O'Hara
                             Education
                            Services,
</TABLE>

                                      A-2
<PAGE>

<TABLE>
<S>                      <C>                     <C>               <C>                <C>
                              Inc.*

                            Interest in
                         Gables property*

                            Membership
                            Interest in
                             Education
                            Properties
                            Trust, LLC*
</TABLE>

                                      A-3
<PAGE>

<TABLE>
<S>                      <C>                     <C>               <C>                <C>
                            Membership
                          Interests in C
                         Station, L.L.C.**

                          Shares of Allen
                             & O'Hara
                             Education
                          Services, Inc.*
 Craig L. Cardwell                               $___              _____              ____%
                            Interest in
                         Gables property*

                            Membership
                            Interest in
                             Education
                            Properties
                            Trust, LLC*

                            Membership
                          Interests in C
                         Station, L.L.C.*

  Randall H. Brown        Shares of Allen        $___              _____              ____%
                             & O'Hara
                             Education
                          Services, Inc.*

                            Interest in
                         Gables property*

                            Membership
                            Interest in
                             Education
                            Properties
                            Trust, LLC*
</TABLE>

                                      A-4

<PAGE>

<TABLE>
<S>                      <C>                     <C>               <C>                <C>
                            Membership
                          Interests in C
                         Station, L.L.C.*

                         Shares of Allen
                            & O'Hara
                            Education
                         Services, Inc.*
 Wallace L. Wilcox                               $___              _____              ____%
                            Interest in
                         Gables property*

                            Membership
                            Interest in
                             Education
                            Properties
                            Trust, LLC*

                            Membership
                          Interests in C
                         Station, L.L.C.*

 William W. Harris        Shares of Allen        $___              _____              ____%
                             & O'Hara
                             Education
                          Services, Inc.*

                            Interest in
                         Gables property*

                            Membership
                            Interest in
                             Education
                            Properties
</TABLE>

                                      A-5

<PAGE>

<TABLE>
<S>                      <C>                     <C>               <C>                <C>
                            Trust, LLC*

     JPI Entity               [Insert            $___              _____              ____%
                            Properties]
</TABLE>

* Such Limited Partner held an indirect interest in such contributed property
and received Common Partnership Units by virtue of one or a series of
distributions by the direct owners (and any other indirect owners) of such
contributed property.

** Such Limited Partner held a direct interest in a portion of such contributed
property as well as an indirect interest in a portion of such contributed
property. Such Limited Partner received the Common Partnership Units
attributable to its indirect interest in such contributed property by virtue of
one or a series of distributions by the direct owners (and any other indirect
owners) of such contributed property.

                                      A-6

<PAGE>

                                    EXHIBIT B

                           FEDERAL INCOME TAX MATTERS

For purposes of interpreting and implementing Article V of the Partnership
Agreement, the following rules shall apply and shall be treated as part of the
terms of the Partnership Agreement:

A.       SPECIAL ALLOCATION PROVISIONS.

         1. For purposes of determining the amount of gain or loss to be
allocated pursuant to Article V of the Partnership Agreement, any basis
adjustments permitted pursuant to Section 743 of the Code shall be disregarded.

         2. When Partnership Interests are transferred during any taxable year,
the General Partner intends to allocate Partnership income, loss, deductions and
credits using the closing of the books method.

         3. Notwithstanding any other provision of the Partnership Agreement, to
the extent required by law, income, gain, loss and deduction attributable to
property contributed to the Partnership by a Partner shall be shared among the
Partners so as to take into account any variation between the basis of the
property and the fair market value of the property at the time of contribution
in accordance with the requirements of Section 704(c) of the Code and the
applicable regulations thereunder as more fully described in Part B hereof.
Treasury Regulations under Section 704(c) of the Code allow partnerships to use
any reasonable method for accounting for Book-Tax Differences for contributions
of property so that a contributing partner receives the tax benefits and burdens
of any built-in gain or loss associated with contributed property. The Operating
Partnership shall account for Book-Tax Differences using a method determined by
the General Partner in its sole and absolute discretion. An allocation of
remaining built-in gain under Section 704(c) will be made when Section 704(c)
property is sold.

         4. Notwithstanding any other provision of the Partnership Agreement, in
the event the Partnership is entitled to a deduction for interest imputed under
any provision of the Code on any loan or advance from a Partner (whether such
interest is currently deducted, capitalized or amortized), such deduction shall
be allocated solely to such Partner.

         5. Notwithstanding any provision of the Partnership Agreement to the
contrary, to the extent any payments in the nature of fees made to a Partner or
reimbursements of expenses to any Partner are finally determined by the IRS to
be distributions to a Partner for federal income tax purposes, there will be a
gross income allocation to such Partner in the amount of such distribution.

         6. (a) Notwithstanding any provision of the Partnership Agreement to
the contrary and subject to the exceptions set forth in Section
1.704-2(f)(2)-(5) of the Treasury Regulations, if there is a net decrease in
Partnership Minimum Gain during any Partnership fiscal year, each Partner shall
be specially allocated items of Partnership income and gain for such year (and,
if necessary, subsequent years) in an amount equal to such Partner's share of
the net decrease in Partnership Minimum Gain determined in accordance with
Section 1.704-2(g)(2) of

                                      B-1

<PAGE>

the Treasury Regulations. Allocations pursuant to the previous sentence shall be
made in proportion to the respective amounts required to be allocated to each
Partner pursuant thereto. The items to be so allocated shall be determined in
accordance with Section 1.704-2(f) of the Treasury Regulations. This paragraph
6(a) is intended to comply with the minimum gain chargeback requirement in such
Section of the Treasury Regulations and shall be interpreted consistently
therewith. To the extent permitted by such Section of the Treasury Regulations
and for purposes of this paragraph 6(a) only, each Partner's Adjusted Capital
Account Balance shall be determined prior to any other allocations pursuant to
Article V of the Partnership Agreement with respect to such fiscal year and
without regard to any net decrease in Partner Minimum Gain during such fiscal
year.

                  (b) Notwithstanding any provision of the Partnership Agreement
to the contrary, except paragraph 6(a) of this Exhibit and subject to the
exceptions set forth in Section 1.704-2(i)(4) of the Treasury Regulations, if
there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any
Partnership fiscal year, each Partner who has a share of the Partner Nonrecourse
Debt Minimum Gain, determined in accordance with Section 1.704-2(i)(3) of the
Treasury Regulations, shall be specially allocated items of Partnership income
and gain for such year (and, if necessary, subsequent years) in an amount equal
to such Partner's share of the net decrease in Partner Nonrecourse Debt Minimum
Gain, determined in accordance with Section 1.704-2(i)(5) of the Treasury
Regulations. Allocations pursuant to the previous sentence shall be made in
proportion to the respective amounts required to be allocated to each Partner
pursuant thereto. The items to be so allocated shall be determined in accordance
with Section 1.704-2(i)(4) of the Treasury Regulations. This paragraph 6(b) is
intended to comply with the minimum gain chargeback requirement in such Section
of the Treasury Regulations and shall be interpreted consistently therewith.
Solely for purposes of this paragraph 6(b), each Partner's Adjusted Capital
Account Balance shall be determined prior to any other allocations pursuant to
Article V of the Partnership Agreement with respect to such fiscal year, other
than allocations pursuant to paragraph 6(a) hereof.

         7. Notwithstanding any provision of the Partnership Agreement to the
contrary, in the event any Partners unexpectedly receive any adjustments,
allocations or distributions described in Treasury Regulation Section
1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6),
items of Partnership income and gain shall be specially allocated to such
Partners in an amount and manner sufficient to eliminate the deficits in their
Adjusted Capital Account Balances created by such adjustments, allocations or
distributions as quickly as possible.

         8. No loss shall be allocated to any Partner to the extent that such
allocation would result in a deficit in its Adjusted Capital Account Balance
while any other Partner continues to have a positive Adjusted Capital Account
Balance; in such event, losses shall first be allocated to any Partners with
positive Adjusted Capital Account Balances, and in proportion to such balances,
to the extent necessary to reduce their positive Adjusted Capital Account
Balances to zero. Any excess shall be allocated to the General Partner.

         9. Any special allocations of items pursuant to this Part A shall be
taken into account in computing subsequent allocations so that the net amount of
any items so allocated and the profits, losses and all other items allocated to
each such Partner pursuant to Article V of the Partnership Agreement shall, to
the extent possible, be equal to the net amount that would have

                                      B-2

<PAGE>

been allocated to each such Partner pursuant to the provisions of Article V of
the Partnership Agreement if such special allocations had not occurred.

         10. Notwithstanding any provision of the Partnership Agreement to the
contrary, Nonrecourse Deductions for any fiscal year or other period shall be
specially allocated to the Partners in the manner and in accordance with the
percentages set forth in Section 5.1 of the Partnership Agreement.

         11. Notwithstanding any provision of the Partnership Agreement to the
contrary, any Partner Nonrecourse Deduction for any fiscal year or other period
shall be specially allocated to the Partner who bears the economic risk of loss
with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse
Deductions are attributable in accordance with Section 1.704-2(i) of the
Treasury Regulations.

B.       CAPITAL ACCOUNT ADJUSTMENTS AND 704(c) TAX ALLOCATIONS.

         1. For purposes of computing the amount of any item of income, gain,
deduction or loss to be reflected in the Partners' Capital Accounts, the
determination, recognition and classification of any such item shall be the same
as its determination, recognition and classification for federal income tax
purposes; PROVIDED, HOWEVER, that:

                  (a) Any income, gain or loss attributable to the taxable
disposition of any property shall be determined by the Partnership as if the
adjusted basis of such property as of such date of disposition was equal in
amount to (i) the Agreed Value in the case of the Initial Contributed Assets or
other contributed properties, or (ii) the Carrying Value with respect to
property subsequently purchased.

                  (b) The computation of all items of income, gain, loss and
deduction shall be made by the Partnership and, as to those items described in
Section 705(a)(1)(B) or Section 705(a)(2)(B) of the Code, without regard to the
fact that such items are not includable in gross income or are neither currently
deductible nor capitalizable for federal income tax purposes.

         2. A transferee of a Partnership Interest will succeed to the Capital
Account relating to the Partnership Interest transferred.

         3. Upon an issuance of additional Partnership Interests, the Capital
Accounts of all Partners (and the Agreed Values of all Partnership properties)
shall, immediately prior to such issuance, be adjusted (consistent with the
provisions hereof) upward or downward to reflect any unrealized gain or
unrealized loss attributable to each Partnership property (as if such unrealized
gain or unrealized loss had been recognized upon an actual sale of such property
at the fair market value thereof, immediately prior to such issuance, and had
been allocated to the Partners, at such time, pursuant to Article V of the
Partnership Agreement). In determining such unrealized gain or unrealized loss
attributable to the properties, the fair market value of Partnership properties
shall be determined by the General Partner using such reasonable methods of
valuation as it may adopt.

         4. Immediately prior to the distribution of any Partnership property in
liquidation of the Partnership, the Capital Accounts of all Partners shall be
adjusted (consistent with the provisions hereof and Section 704 of the Code)
upward or downward to reflect any unrealized

                                      B-3

<PAGE>

gain or unrealized loss attributable to the Partnership property (as if such
unrealized gain or unrealized loss had been recognized upon an actual sale of
each such property, immediately prior to such distribution, and had been
allocated to the Partners, at such time, pursuant to Article V of the
Partnership Agreement). In determining such unrealized gain or unrealized loss
attributable to property, the fair market value of Partnership property shall be
determined by the General Partner using such reasonable methods of valuation as
it may adopt.

         5. In accordance with Section 704(c) of the Code and the regulations
thereunder, income, gain, loss and deduction with respect to any property shall,
solely for tax purposes, and not for Capital Account purposes, be allocated
among the Partners so as to take account of any variation between the adjusted
basis of such property to the Partnership for federal income tax purposes.

         6. In the event the Agreed Value of any Partnership asset is adjusted
as described in paragraph 3 above, subsequent allocations of income, gain, loss
and deduction with respect to such asset shall take account of any variation
between the adjusted basis of such asset for federal income tax purposes and its
Agreed Value in the same manner as under Section 704(c) of the Code and the
regulations thereunder.

         7. Any elections or other decisions relating to such allocations shall
be made by the General Partner in any manner that reasonably reflects the
purpose and intention of this Agreement.

C.       DEFINITIONS.

         1. For the purposes of this Exhibit, the following terms shall have the
meanings indicated unless the context clearly indicates otherwise:

         "ADJUSTED CAPITAL ACCOUNT BALANCE": means the balance in the Capital
Account of a Partner as of the end of the relevant fiscal year of the
Partnership, after giving effect to the following: (i) credit to such Capital
Account any amounts the Partner is obligated to restore, pursuant to the terms
of this Agreement or otherwise, or is deemed obligated to restore pursuant to
the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the
Treasury Regulations, and (ii) debit to such capital account the items described
in Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Treasury Regulations.

         "AGREED VALUE": means the net fair market value of Contributed Property
as agreed to by the Contributing Partner and the Partnership (or other property
subsequently adjusted to reflect contributions), using such reasonable method of
valuation as they may adopt and as adjusted from time to time pursuant to
Paragraph B.3 of this Exhibit.

         "BOOK-TAX DIFFERENCE" means, with respect to any item of Contributed
Property, as of the date of any determination, the difference between the
Carrying Value of such Contributed Property and the adjusted basis thereof for
federal income tax purposes as of such date. A Partner's share of the Book-Tax
Difference in all of its Contributed Property will be reflected by the
difference between such Partner's Capital Account balance and the hypothetical
balance of such Partner's Capital Account computed as if it had been maintained
strictly in accordance with federal income tax accounting principles.

                                      B-4

<PAGE>

         "CARRYING VALUE": means the adjusted basis of such property for federal
income tax purposes as of the time of determination.

         "NONRECOURSE DEDUCTIONS": shall have the meaning set forth in Section
1.704-2(b)(1) of the Treasury Regulations. The amount of Nonrecourse Deductions
for a Partnership fiscal year equals the excess, if any, of the net increase, if
any, in the amount of Partnership Minimum Gain during that fiscal year over the
aggregate amount of any distributions during that fiscal year of proceeds of a
Nonrecourse Liability, that are allocable to an increase in Partnership Minimum
Gain, determined according to the provisions of Section 1.704-2(c) of the
Treasury Regulations.

         "NONRECOURSE LIABILITY": shall have the meaning set forth in Section
1.704-2(b)(3) of the Treasury Regulations.

         "PARTNER NONRECOURSE DEBT MINIMUM GAIN": means an amount, with respect
to each Partner Nonrecourse Debt, determined in accordance with Section
1.704-2(i) of the Treasury Regulations.

         "PARTNER NONRECOURSE DEBT": shall have the meaning set forth in Section
1.704-2(b)(4) of the Treasury Regulations.

         "PARTNER NONRECOURSE DEDUCTIONS": shall have the meaning set forth in
Section 1.704-2(i)(2) of the Treasury Regulations. For any Partnership taxable
year, the amount of Partner Nonrecourse Deductions with respect to a Partner
Nonrecourse Debt equal the net increase during the year, if any, in the amount
of Partner Nonrecourse Debt Minimum Gain reduced (but not below zero) by
proceeds of the liability that are both attributable to the liability and
allocable to an increase in the Partner Nonrecourse Debt Minimum Gain.

         "PARTNERSHIP AGREEMENT": shall mean this Amended and Restated Limited
Partnership Agreement of Education Realty Operating Partnership, LP.

         "PARTNERSHIP MINIMUM GAIN": shall have the meaning set forth in
Sections 1.704-2(b)(2) and 1.704-2(d) of the Treasury Regulations.

         For purposes of this Exhibit, all other capitalized terms will have the
same definition as in the Partnership Agreement.

                                      B-5

<PAGE>

                                    EXHIBIT C
                     NOTICE OF EXERCISE OF REDEMPTION RIGHT

         The undersigned hereby irrevocably (i) presents for redemption
Partnership Units (as defined in the Partnership Agreement defined below) in
Education Realty Operating Partnership, LP, in accordance with the terms of the
Agreement of Limited Partnership of Education Realty Operating Partnership, LP
(the "Partnership Agreement"), and the Redemption Right (as defined in the
Partnership Agreement) referred to therein, (ii) surrenders such Partnership
Units and all right, title and interest therein, and (iii) directs that the Cash
Amount or REIT Shares (both as defined in the Partnership Agreement) deliverable
upon exercise of the Redemption Right be delivered to the address specified
below, and if REIT Shares are to be delivered, such REIT Shares be registered or
placed in the name(s) and at the addresses specified below.

Dated:                                      ____________________________________

Name of Limited Partner:

____________________________________
(Signature of Limited Partner)

____________________________________
(Street Address)

____________________________________
____________________________________
(City State Zip Code)

IF REIT Shares are to be issued, issue to:

____________________________________
(Name)

____________________________________
(Social Security or Identifying Number)

                                       D-1