Exhibit
10.42





EDUCATION
REALTY TRUST, INC.


RESTRICTED
STOCK UNIT AWARD AGREEMENT


(2010
LTIP — Performance Vesting)





THIS RESTRICTED STOCK UNIT AWARD
AGREEMENT (this “Agreement”)
is made and entered into as of the ____ day of March, 2010 (the “Grant
Date”), betweenEducation Realty Trust,
Inc., a Maryland corporation (together with its subsidiaries, the “Company”),
and ________________________________ (the “Grantee”).  Capitalized
terms not otherwise defined herein shall have the meaning ascribed to such terms
in the Education Realty Trust, Inc. 2010 Long Term Incentive Plan (the “LTIP”).





WHEREAS, awards under the LTIP
are made pursuant to the Company’s 2004 Incentive Plan, as amended from time to
time (the “2004
Incentive Plan”);
and





WHEREAS, pursuant to the LTIP,
the Committee has granted performance vested restricted stock units to the
Grantee as provided herein.





NOW THEREFORE, in
consideration of the mutual covenants hereinafter set forth and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound hereby, agree as
follows:





1.           Grant of Restricted Stock
Units; Eligible Shares.





(a)          The
Company hereby grants to the Grantee an award (the “Award”) of
[AMT SPECIFIED IN LTIP FOR MAX
PERFORMANCE]
Restricted Stock Units (the “RSUs”) on
the terms and conditions set forth in this Agreement and as otherwise provided
in the LTIP.





(b)          The
Grantee’s rights with respect to the Award shall remain forfeitable at all times
prior to the dates on which the restrictions shall lapse in accordance with
Section 2
hereof.




(c)          Prior
to the Determination Date (as defined below), no dividend equivalents shall be
paid or payable with respect to the RSUs covered by this Award and the Grantee
shall not be entitled to voting rights with respect to the RSUs covered by this
Award.




(d)          Upon
the completion of the Performance Period set forth in the LTIP and the
Committee’s determination of the achievement of the performance targets set
forth on Schedule
A of the LTIP (the “Determination
Date”), the number of RSUs granted hereby shall be immediately reduced to
equal the number of Eligible Shares determined in accordance with the
LTIP.  Grantee shall have no further rights with respect to any RSUs
in excess of the Eligible Shares and such excess number shall be deemed
cancelled for purposes of the 2004 Incentive Plan.




(e)          Each
Eligible Share equals one share of the Company’s common stock, $.01 par value
per share (“Common
Shares”) and shall be entitled to voting and dividend rights from the
date of issuance after the Determination Date.





2.           Terms; Restricted
Period.




(a)          Except
as provided herein and subject to such other exceptions as may be determined by
the Committee in its discretion, the “Restricted Period” for the RSUs granted
herein shall expire on the Determination Date with respect to RSUs that become
Eligible Shares, as determined by the Committee on such Determination Date.
After the Determination Date, any RSUs that are not Eligible Shares will be
forfeited.  None of the RSUs may be sold, assigned, transferred,
pledged, hypothecated or otherwise encumbered or disposed of during the
Restricted Period for the RSUs.




(b)          Except
as set forth below or as the Committee may otherwise determine in its sole and
absolute discretion, termination of a Grantee’s employment prior to the end of
the Performance Period will result in the forfeiture of all RSUs granted
hereunder by the Grantee, and no payments shall be made with respect
thereto.  Notwithstanding the foregoing, if Grantee’s employment is
terminated prior to the end of the Performance Period as a result of Grantee’s
death or “Disability” (as such term is defined in Section 10 of the
LTIP), the Committee shall determine the number of RSUs that will convert to
Eligible Shares by (i) applying the performance criteria set forth in the LTIP
using the effective date of the Disability (to be determined by the Committee)
or the date of death, as applicable, and (ii) multiplying the number of Eligible
Shares so determined by .3333 if the death or Disability occurs in 2010, .6667
if the if the death or Disability occurs in 2011, and 1 if the if the death or
Disability occurs in 2012 (rounding the resulting number of Eligible Shares to
the nearest whole number) and the Restricted Period for such Eligible Shares
will terminate.




(c)          If
a Change of Control (as such term is defined in Section 10 of the
LTIP) occurs prior to the end of the Performance Period, the Committee shall
determine the number of RSUs that will convert to Eligible Shares by (i)
applying the performance criteria set forth in the LTIP using the effective date
of the Change of Control as the end of the Performance Period, and by
appropriately and proportionately adjusting the performance criteria for such
shortened Performance Period, and (ii) multiplying the number of Eligible Shares
so determined by .3333 if the Change of Control occurs in 2010, .6667 if the
Change of Control occurs in 2011, and 1 if the Change of Control occurs in 2012
(rounding the resulting number of Eligible Shares to the nearest whole
number).





3.           Settlement.  Settlement
of an Eligible Share shall be made within 30 days (with the date of payment
selected by the Company in its sole discretion) of the expiration of the
Restricted Period.  Settlement of Eligible Shares pursuant to this
Award shall be made through the issuance to the Grantee (or to the executors or
administrators of Grantee’s estate, after the Company’s receipt of notification
of Grantee’s death, as the case may be) of a stock certificate for a number of
Common Shares equal to the number of Eligible Shares to be
settled.  Following receipt of such Common Shares, the Grantee may
receive, hold, sell or otherwise dispose of such Common Shares free and clear of
the restrictions imposed under the LTIP and this Agreement.





4.           No Right to Continued
Employment.  This Agreement shall not be construed as giving
Grantee the right to be retained in the employ of the Company, and the Company
may at any time dismiss Grantee from employment, free from any liability or any
claim under the LTIP but subject to the terms of the Grantee’s Employment
Agreement, if any.








5.           Adjustments.  The
Committee may make adjustments in the terms and conditions of, and the criteria
included in, this Award in recognition of unusual or nonrecurring events
(including, without limitation, the events described in Section 7 of the
LTIP) affecting the Company, or the financial statements of the Company, or of
changes in applicable laws, regulations, or accounting principles, whenever the
Committee determines that such adjustments are appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the LTIP.





6.           Amendment to
Award.  Subject to the restrictions contained in the 2004
Incentive Plan and the LTIP, the Committee may waive any conditions or rights
under, amend any terms of, or alter, suspend, discontinue, cancel or terminate
the Award, prospectively or retroactively; provided that any such waiver,
amendment, alteration, suspension, discontinuance, cancellation or termination
that would adversely affect the rights of the Grantee or any holder or
beneficiary of the Award shall not to that extent be effective without the
consent of the Grantee, holder or beneficiary affected.





7.           Withholding of
Taxes.  Upon the lapse of the Restricted Period and the
issuance of Common Shares with respect to any portion of this Award, the Company
shall satisfy any applicable withholding obligations or withholding taxes
(“Withholding
Taxes”) as set forth by Internal Revenue Service guidelines for the
employer’s minimum statutory withholding with respect to Grantee and issue
Common Shares to the Grantee without restriction.  As a condition to
receiving settlement of the RSUs hereunder, the Company may require Grantee to
pay to the Company, and the Company shall have the right and is hereby
authorized to withhold from any payments hereunder or from any compensation or
other amount owing to Grantee, an amount of cash necessary for the Company to
satisfy any Withholding Taxes in respect of this Award.  In its sole
and absolute discretion, the Company may satisfy the required Withholding Taxes
by withholding from the Common Shares otherwise issuable pursuant to settlement
of the Award that number of whole shares necessary to satisfy Withholding Taxes
with respect to such shares based on the Fair Market Value (as defined in Section 2.13 of the
2004 Incentive Plan) of the Common Shares as of the date the Restricted Period
ends.





8.           LTIP
Governs.  The Grantee hereby acknowledges receipt of a copy of
the LTIP and agrees to be bound by all the terms and provisions
thereof.  The terms of this Agreement are governed by the terms of the
LTIP.





9.           Severability.  If
any provision of this Agreement is, or becomes, or is deemed to be invalid,
illegal, or unenforceable in any jurisdiction or as to any person or the Award,
or would disqualify the Award under any laws deemed applicable by the Committee,
such provision shall be construed or deemed amended to conform to the applicable
laws, or if it cannot be construed or deemed amended without, in the
determination of the Committee, materially altering the intent of the LTIP or
the Award, such provision shall be stricken as to such jurisdiction, person or
Award, and the remainder of the LTIP and Award shall remain in full force and
effect.





10.         Notices.  All
notices required to be given under this Agreement shall be deemed to be received
if delivered or mailed as provided for herein, to the parties at the following
addresses, or to such other address as either party may provide in writing from
time to time.




To
      the Company:
              To
      the Grantee:Education
      Realty Trust, Inc.
                530
      Oak Court Drive, Suite 300
                Memphis,
      TN 38117-3725
                Attn:  Corporate
      Secretary
              The
      address then maintained with respect to the Grantee in the Company’s
      records.








11.         Governing
Law.  The validity, construction and effect of this Agreement
shall be determined in accordance with the laws of the State of Maryland without
giving effect to conflicts of laws principles.





12.         Successors in
Interest.  This Agreement shall inure to the benefit of and be
binding upon any successor to the Company.  This Agreement shall inure
to the benefit of the Grantee’s legal representatives.  All
obligations imposed upon the Grantee and all rights granted to the Company under
this Agreement shall be binding upon the Grantee’s heirs, executors,
administrators and successors.





13.         Resolution of
Disputes.  Any dispute or disagreement which may arise under,
or as a result of, or in any way related to, the interpretation, construction or
application of this Agreement shall be determined by the
Committee.  Any determination made hereunder shall be final, binding
and conclusive on the Grantee and the Company for all purposes.





Signature
Page Follows





IN WITNESS WHEREOF, the
parties have caused this Restricted Stock Unit Award Agreement to be duly
executed effective as of the day and year first above written.





EDUCATION
      REALTY TRUST, INC.By:Name:Title:GRANTEE:Name: