Section 1.  Annual Meetings.  The annual meeting of shareholders shall be held at such time
and on such date as may be fixed by the Board of Directors and stated in the notice of the meeting, for
the election of directors, the consideration of reports to be laid before such meeting and the transaction
of such other business as may properly come before the meeting.

Section 2.  Special Meetings.  Special meetings of the shareholders shall be called upon the
written request of the president, the directors by action at a meeting, a majority of the directors acting
without a meeting, or of the holders of shares entitling them to exercise twenty-five percent (25%) of the
voting power of the Corporation entitled to vote thereat.  Calls for such meetings shall specify the
purposes thereof.  No business other than that specified in the call shall be considered at any special
meeting.

Section 3. Notices of Meetings. Unless waived, written notice of each annual or special meeting
stating the time, place, and the purposes thereof, and the means, if any, by which shareholders can be
present and vote at the meeting through the use of communications equipment, shall be given by
personal delivery, by mail, by overnight delivery service or by any other means of communication
authorized by the shareholder to whom the notice is given, to each shareholder of record entitled to vote
at or entitled to notice of the meeting, not more than sixty (60) days nor less than seven (7) days before
any such meeting. If mailed or sent by overnight delivery service, such notice shall be directed to the
shareholder at his address as the same appears upon the records of the Corporation. If sent by any
other means of communication authorized by the shareholder, the notice shall be sent to the address
furnished by the shareholder for those transmissions. Any shareholder, either before or after any
meeting, may waive any notice required to be given by law or under these Regulations.

Section 4.  Place of Meetings.  Meetings of shareholders shall be held at the principal office of
the Corporation unless the Board of Directors determines that a meeting shall be held at some other
place within or without the State of Ohio and causes the notice thereof to so state.

Section 5.  Quorum.  The holders of shares entitling them to exercise a majority of the voting
power of the Corporation entitled to vote at any meeting, present in person or by proxy, shall constitute a
quorum for the transaction of business to be considered at such meeting; provided, however, that no
action required by law or by the Articles of Incorporation or these Regulations to be authorized or taken
by the holders of a designated proportion of the shares of any particular class or of each class may be
authorized or taken by a lesser proportion.  The holders of a majority of the voting shares represented at
a meeting, whether or not a quorum is present, may adjourn such meeting from time to time, until a
quorum shall be present.

Section 6.  Record Date.  The Board of Directors may fix a record date for any lawful purpose,
including without limiting the generality of the foregoing, the determination of shareholders entitled to (i)
receive notice of or to vote at any meeting, (ii) receive payment of any dividend or distribution, (iii)
receive or exercise rights of purchase of or subscription for, or exchange or conversion of, shares or
other securities, subject to any contract right with respect thereto, or (iv) participate in the execution of
written consents, waivers or releases.  Said record date shall not be more than sixty (60) days preceding
the date of such meeting, the date fixed for the payment of any dividend or distribution or the date fixed
for the receipt or the exercise of rights, as the case may be.

If a record date shall not be fixed, the record date for the determination of shareholders who are
entitled to notice of, or who are entitled to vote at, a meeting of shareholders, shall be the close of
business on the date next preceding the day on which notice is given, or the close of business on the
date next preceding the day on which the meeting is held, as the case may be.

Section 7. Proxies. A person who is entitled to attend a shareholders' meeting, to vote thereat, or
to execute consents, waivers or releases, may be represented at such meeting or vote thereat, and
execute consents, waivers and releases, and exercise any of his other rights, by proxy or proxies
appointed by a writing signed by such person or appointed by a verifiable communication authorized by
the person.





Section 1. Number of Directors.  Until changed in accordance with the provisions of this section,
the number of directors of the Corporation, none of whom need be shareholders, shall be seven (7).
The number of directors may be fixed or changed, but in no case shall the number be fewer than three
(3) or more than fifteen (15), at any annual meeting or at any special meeting called for that purpose by
the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of
the Corporation on such proposal.  Notwithstanding the foregoing, the aggregate number of members of
the Board of Directors shall automatically increase by the number of directors elected pursuant to
Section 5(b) of Item I, Section 5(b) of Item II and/or Section 5(b) of Item III of Division A of Article
FOURTH of the Third Amended and Restated Articles of Incorporation of the Company, such directors to
be elected and hold office in accordance with such provisions of the Third Amended and Restated
Articles of Incorporation of the Company notwithstanding any other provision of this Code of
Regulations.

Section 2.  Election of Directors.  Directors shall be elected at the annual meeting of
shareholders, but when the annual meeting is not held or directors are not elected thereat, they may be
elected at a special meeting called and held for that purpose.  Such election shall be by ballot whenever
requested by any shareholder entitled to vote at such election; but, unless such request is made, the
election may be conducted in any manner approved at such meeting.

At each meeting of shareholders for the election of directors, the persons receiving the greatest
number of votes shall be directors.

Section 3.  Term of Office.  Each director shall hold office until the annual meeting next
succeeding his election and until his successor is elected and qualified, or until his earlier resignation,
removal from office or death.

Section 4.  Removal.  All the directors or any individual director may be removed from office,
without assigning any cause, by the vote of the holders of a majority of the voting power entitling them to
elect directors in place of those to be removed, provided that unless all the directors are removed, no
individual director shall be removed in case the votes of a sufficient number of shares are cast against
his removal which, if cumulatively voted at an election of all the directors would be sufficient to elect at
least one director.  In case of any such removal, a new director may be elected at the same meeting for
the unexpired term of each director removed.

Section 5.  Vacancies.  Vacancies in the Board of Directors may be filled by a majority vote of
the remaining directors until an election to fill such vacancies is had.  Shareholders entitled to elect
directors shall have the right to fill any vacancy in the board (whether the same has been temporarily
filled by the remaining directors or not) at any meeting of the shareholders called for that purpose, and
any directors elected at any such meeting of shareholders shall serve until the next annual election of
directors and until their successors are elected and qualified.

Section 6.  Quorum and Transaction of Business.  A majority of the whole authorized number of
directors shall constitute a quorum for the transaction of business, except that a majority of the directors
in office shall constitute a quorum for filling a vacancy on the board.  Whenever less than a quorum is
present at the time and place appointed for any meeting of the board, a majority of those present may
adjourn the meeting from time to time until a quorum shall be present.  The act of a majority of the
directors present at a meeting at which a quorum is present shall be the act of the board.

Section 7.  Annual Meeting.  Annual meetings of the Board of Directors shall be held
immediately following annual meetings of the shareholders, or as soon thereafter as is practicable.  If no
annual meeting of the shareholders is held, or if directors are not elected thereat, then the annual
meeting of the Board of Directors shall be held immediately following any special meeting of the
shareholders at which directors are elected, or as soon thereafter as is practicable.  If such annual
meeting of directors is held immediately following a meeting of the shareholders, it shall be held at the
same place at which such shareholders' meeting was held.

Section 8.  Regular Meetings.  Regular meetings of the Board of Directors shall be held at such
times and places, within or without the State of Ohio, as the Board of Directors may, by resolution or by-law, from time to time, determine.  The secretary shall give notice of each such resolution or by-law to
any director who was not present at the time the same was adopted, but no further notice of such regular
meeting need be given.

Section 9.  Special Meetings.  Special meetings of the Board of Directors may be called by the
chairman of the board, the president, any vice president, or any two members of the Board of Directors,
and shall be held at such times and places, within or without the State of Ohio, as may be specified in
such call.

Section 10.  Notice of Annual or Special Meetings.  Notice of the time and place of each annual
or special meeting shall be given to each director by the secretary or by the person or persons calling
such meeting.  Such notice need not specify the purpose or purposes of the meeting and may be given
in any manner or method and at such time so that the director receiving it may have reasonable
opportunity to participate in the meeting.  Such notice shall, in all events, be deemed to have been
properly and duly given if mailed at least forty-eight (48) hours prior to the meeting and directed to the
residence of each director as shown upon the secretary's records and, in the event of a meeting to be
held through the use of communications equipment, if the notice sets forth the telephone number at
which each director may be reached for purposes of participation in the meeting as shown upon the
secretary's records and states that the secretary must be notified if a director desires to be reached at a
different telephone number.  The giving of notice shall be deemed to have been waived by any director
who shall participate in such meeting and may be waived, in a writing, by any director either before or
after such meeting.

Section 11.  Compensation.  The directors, as such, shall be entitled to receive such reasonable
compensation for their services as may be fixed from time to time by resolution of the board, and
expenses of attendance, if any, may be allowed for attendance at each annual, regular or special
meeting of the board.  Nothing herein contained shall be construed to preclude any director from serving
the Corporation in any other capacity and receiving compensation therefor.  Members of the executive
committee or of any standing or special committee may by resolution of the board be allowed such
compensation for their services as the board may deem reasonable, and additional compensation may
be allowed to directors for special services rendered.

Section 12.  By-laws.  For the government of its actions, the Board of Directors may adopt by-laws consistent with the Articles of Incorporation and these Regulations.



Committees

Section 1.  Executive Committee.  The Board of Directors may from time to time, by resolution
passed by a majority of the whole board, create an executive committee of three or more directors, the
members of which shall be elected by the Board of Directors to serve during the pleasure of the board.
If the Board of Directors does not designate a chairman of the executive committee, the executive
committee shall elect a chairman from its own number.  Except as otherwise provided herein and in the
resolution creating an executive committee, such committee shall, during the intervals between the
meetings of the Board of Directors, possess and may exercise all of the powers of the Board of Directors
in the management of the business and affairs of the Corporation, other than that of filling vacancies
among the directors or in any committee of the directors.  The executive committee shall keep full
records and accounts of its proceedings and transactions.  All action by the executive committee shall be
reported to the Board of Directors at its meeting next succeeding such action and shall be subject to
control, revision and alteration by the Board of Directors, provided that no rights of third persons shall be
prejudicially affected thereby.  Vacancies in the executive committee shall be filled by the directors, and
the directors may appoint one or more directors as alternate members of the committee who may take
the place of any absent member or members at any meeting.

Section 2.  Meetings of Executive Committee.  Subject to the provisions of these Regulations,
the executive committee shall fix its own rules of procedure and shall meet as provided by such rules or
by resolutions of the Board of Directors, and it shall also meet at the call of the president, the chairman
of the executive committee or any two members of the committee.  Unless otherwise provided by such
rules or by such resolutions, the provisions of Section 10 of Article II relating to the notice required to be
given of meetings of the Board of Directors shall also apply to meetings of the executive committee.  A
majority of the executive committee shall be necessary to constitute a quorum.  The executive
committee may act in a writing, or by telephone with written confirmation, without a meeting, but no such
action of the executive committee shall be effective unless concurred in by all members of the
committee.

Section 3.  Other Committees.  The Board of Directors may by resolution provide for such other
standing or special committees as it deems desirable, and discontinue the same at pleasure.  Each such
committee shall have such powers and perform such duties, not inconsistent with law, as may be
delegated to it by the Board of Directors.  The provisions of Section l and Section 2 of this Article shall
govern the appointment and action of such committees so far as the same are consistent with such
appointment and unless otherwise provided by the Board of Directors.  Vacancies in such committees
shall be filled by the Board of Directors or as the Board of Directors may provide.





Section 1.  General Provisions.  The Board of Directors shall elect a president, such number of
vice presidents as the board may from time to time determine, a secretary and a treasurer and, in its
discretion, a chairman of the Board of Directors.  The Board of Directors may from time to time create
such offices and appoint such other officers, subordinate officers and assistant officers as it may
determine.  The president, any vice president who succeeds to the office of the president, and the
chairman of the board shall be, but the other officers need not be, chosen from among the members of
the Board of Directors.  Any two of such offices, other than that of president and vice president, may be
held by the same person, but no officer shall execute, acknowledge or verify any instrument in more
than one capacity.

Section 2.  Term of Office.  The officers of the Corporation shall hold office during the pleasure
of the Board of Directors, and, unless sooner removed by the Board of Directors, until the organization
meeting of the Board of Directors following the date of their election and until their successors are
chosen and qualified.  The Board of Directors may remove any officer at any time, with or without cause.
A vacancy in any office, however created, shall be filled by the Board of Directors.





Section 1.  Chairman of the Board.  The chairman of the board, if one be elected, shall preside
at all meetings of the Board of Directors and shall have such other powers and duties as may be
prescribed by the Board of Directors.

Section 2.  President.  The president shall be the chief executive officer of the Corporation and
shall exercise supervision over the business of the Corporation and over its several officers, subject,
however, to the control of the Board of Directors.  He shall preside at all meetings of shareholders, and,
in the absence of the chairman of the board, or if a chairman of the board shall not have been elected,
shall also preside at meetings of the Board of Directors.  He shall have authority to sign all certificates for
shares and all deeds, mortgages, bonds, agreements, notes, and other instruments requiring his
signature; and shall have all the powers and duties prescribed by Chapter 1701 of the Revised Code of
Ohio and such others as the Board of Directors may from time to time assign to him.

Section 3.  Vice Presidents.  The vice presidents shall have such powers and duties as may
from time to time be assigned to them by the Board of Directors or the president.  At the request of the
president, or in the case of his absence or disability, the vice president designated by the president (or in
the absence of such designation, the vice president designated by the board) shall perform all the duties
of the president and, when so acting, shall have all the powers of the president.  The authority of vice
presidents to sign in the name of the Corporation certificates for shares and deeds, mortgages, bonds,
agreements, notes and other instruments shall be coordinate with like authority of the president.

Section 4.  Secretary.  The secretary shall keep minutes of all the proceedings of the
shareholders and Board of Directors and shall make proper record of the same, which shall be attested
by him; shall have authority to execute and deliver certificates as to any of such proceedings and any
other records of the Corporation; shall have authority to sign all certificates for shares and all deeds,
mortgages, bonds, agreements, notes and other instruments to be executed by the Corporation which
require his signature; shall give notice of meetings of shareholders and directors; shall produce on
request at each meeting of shareholders a certified list of shareholders arranged in alphabetical order;
shall keep such books and records as may be required by law or by the Board of Directors; and, in
general, shall perform all duties incident to the office of secretary and such other duties as may from
time to time be assigned to him by the Board of Directors or the president.

Section 5.  Treasurer.  The treasurer shall have general supervision of all finances; he shall
receive and have in charge all money, bills, notes, deeds, leases, mortgages and similar property
belonging to the Corporation, and shall do with the same as may from time to time be required by the
Board of Directors.  He shall cause to be kept adequate and correct accounts of the business
transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements,
gains, losses, stated capital and shares, together with such other accounts as may be required, and
upon the expiration of his term of office shall turn over to his successor or to the Board of Directors all
property, books, papers and money of the Corporation in his hands; and shall have such other powers
and duties as may from time to time be assigned to him by the Board of Directors or the president.

Section 6.  Assistant and Subordinate Officers.  The Board of Directors may appoint such
assistant and subordinate officers as it may deem desirable.  Each such officer shall hold office during
the pleasure of the Board of Directors, and perform such duties as the Board of Directors or the
president may prescribe.

The Board of Directors may, from time to time, authorize any officer to appoint and remove
subordinate officers, to prescribe their authority and duties, and to fix their compensation.

Section 7.  Duties of Officers May be Delegated.  In the absence of any officer of the
Corporation, or for any other reason the Board of Directors may deem sufficient, the Board of Directors
may delegate, for the time being, the powers or duties, or any of them, of such officers to any other
officer or to any director.





Following the consummation of the sale of Common Shares, without par value, of the
Corporation pursuant to the Corporation's first effective registration statement for such shares filed under
the Securities Act of 1933, as amended (the "Securities Act"), the Corporation shall not, nor shall it
permit its subsidiaries to, (i) lend money to, or borrow money from, any employee of the Corporation or
any "affiliate" (as defined in Rule 405 under the Securities Act) of the Associated Estates Group
including, without limitation, Associated Estates Corporation, an Ohio corporation, Adam Construction
Company, an Ohio corporation, and Estates Insurance Agency, Inc., an Ohio corporation, or (ii) enter
into any other transaction or agreement with any such affiliate, unless such other transeement is
approved by a majority of the Directors of the Corporation who are "Independent Directors" (as defined
in the Corporation's Articles of Incorporation).





Section 1.  Indemnification in Non-Derivative Actions.  The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party, to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than
an action by or in the right of the Corporation, by reason of the fact that he is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer,
employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint
venture, trust, or other enterprise, against expenses, including attorneys' fees, judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit,
or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  The termination of any action, suit, or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best interests of the Corporation,
and with respect to any criminal action or proceeding, he had reasonable cause to believe that his
conduct was unlawful.

Section 2.  Indemnification in Derivative Actions.  The Corporation shall indemnify any person
who was or is a party, or is threatened to be made a party to any threatened, pending, or completed
action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact
that he is or was a director or officer of the Corporation, or is or was serving at the request of the
Corporation as a director, trustee, officer, employee, or agent of another corporation, domestic or
foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the Corporation, except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable
for negligence or misconduct in the performance of his duty to the Corporation unless, and only to the
extent that the Court of Common Pleas, or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability, but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the Court of
Common Pleas or such court shall deem proper.

Section 3.  Indemnification as Matter of Right.  To the extent that a director, trustee, officer,
employee, or agent has been successful on the merits or otherwise in defense of any action, suit, or
proceeding referred to in Sections l and 2 of this Article VII, or in defense of any claim, issue, or matter
therein, he shall be indemnified against expenses, including attorneys' fees, actually and reasonably
incurred by him in connection therewith.

Section 4.  Determination of Conduct.  Any indemnification under Sections 1 and 2 of this Article
VII, unless ordered by a court, shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the director, trustee, officer, employee, or agent is proper in
the circumstances because he has met the applicable standard of conduct set forth in Sections l and 2 of
this Article VII.  Such determination shall be made (a) by a majority vote of a quorum consisting of
directors of the Corporation who were not and are not parties to or threatened with any such action, suit,
or proceeding, or (b) if such a quorum is not obtainable or if a majority vote of a quorum of disinterested
directors so directs, in a written opinion by independent legal counsel, other than an attorney or a firm
having associated with it an attorney who has been retained by or who has performed services for the
Corporation or any person to be indemnified within the past five years, or (c) by the shareholders or (d)
by the Court of Common Pleas or the court in which such action, suit, or proceeding was brought.  Any
determination made by the disinterested directors under Section 4(a) or by independent legal counsel
under Section 4(b) of this Article VII shall be promptly communicated to the person who threatened or
brought the action or suit, by or in the right of the Corporation under Section 2 of this Article VII, and
within ten days after receipt of such notification, such person shall have the right to petition the Court of
Common Pleas or the court in which such action or suit was brought to review the reasonableness of
such determination.

Section 5.  Advance Payment of Expenses.  Expenses, including attorneys' fees, incurred in
defending any action, suit, or proceeding referred to in Sections l and 2 of this Article VII, may be paid by
the Corporation in advance of the final disposition of such action, suit, or proceeding as authorized by
the directors in the specific case upon receipt of an undertaking by or on behalf of the director, trustee,
officer, employee, or agent to repay such amount, unless it shall ultimately be determined that he is
entitled to be indemnified by the Corporation as authorized in this Article VII.

Section 6.  Nonexclusivity.  The indemnification provided by this Article VII shall not be deemed
exclusive of any other rights to which those seeking indemnification may be entitled under the Articles of
Incorporation or the Code of Regulations or any agreement, vote of shareholders or disinterested
directors, or otherwise, both as to action in his official capacity and as to action in another capacity while
holding such office and shall continue as to a person who has ceased to be a director, trustee, officer,
employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a
person.

Section 7.  Liability Insurance.  The Corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, trustee, officer, employee, or agent of another
corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the power to indemnify him against such
liability under the provisions of this Article VII or of Chapter 1701 of the Ohio Revised Code.





Section 1.  Form and Execution.  Certificates for shares, certifying the number of fully paid
shares owned, shall be issued to each shareholder in such form as shall be approved by the Board of
Directors.  Such certificates shall be signed by the president or a vice president and by the secretary or
an assistant secretary or the treasurer or an assistant treasurer; provided, however, that if such
certificates are countersigned by a transfer agent and/or registrar, the signatures of any of said officers
and the seal of the Corporation upon such certificates may be facsimiles, engraved, stamped or printed.
If any officer or officers, who shall have signed, or whose facsimile signature shall have been used,
printed or stamped on any certificate or certificates for shares, shall cease to be such officer or officers,
because of death, resignation or otherwise, before such certificate or certificates shall have been
delivered by the Corporation, such certificate or certificates, if authenticated by the endorsement thereon
of the signature of a transfer agent or registrar, shall nevertheless be conclusively deemed to have been
adopted by the Corporation by the use and delivery thereof and shall be as effective in all respects as
though signed by a duly elected, qualified and authorized officer or officers, and as though the person or
persons who signed such certificate or certificates, or whose facsimile signature or signatures shall have
been used thereon, had not ceased to be an officer or officers of the Corporation.

Section 2.  Transfer and Registration of Certificates.  The Board of Directors shall have authority
to make such rules and regulations, not inconsistent with law, the Articles of Incorporation or this Code
of Regulations, as it deems expedient concerning the issuance, transfer and registration of certificates
for shares and the shares represented thereby.

Section 3.  Lost, Destroyed or Stolen Certificates.  A new share certificate or certificates may be
issued in place of any certificate theretofore issued by the Corporation which is alleged to have been
lost, destroyed or wrongfully taken upon (i) the execution and delivery to the Corporation by the person
claiming the certificate to have been lost, destroyed or wrongfully taken of an affidavit of that fact,
specifying whether or not, at the time of such alleged loss, destruction or taking, the certificate was
endorsed, and (ii) the furnishing to the Corporation of indemnity and other assurances satisfactory to the
Corporation and to all transfer agents and registrars of the class of shares represented by the certificate
against any and all losses, damages, costs, expenses or liabilities to which they or any of them may be
subjected by reason of the issue and delivery of such new certificate or certificates or in respect of the
original certificate.

Section 4.  Registered Shareholders.  A person in whose name shares are of record on the
books of the Corporation shall conclusively be deemed the unqualified owner and holder thereof for all
purposes and to have capacity to exercise all rights of ownership.  Neither the Corporation nor any
transfer agent of the Corporation shall be bound to recognize any equitable interest in or claim to such
shares on the part of any other person, whether disclosed upon such certificate or otherwise, nor shall
they be obliged to see to the execution of any trust or obligation.





The fiscal year of the Corporation shall end on December 31, of each year, or on such other
date as may be fixed from time to time by the Board of Directors.





The Board of Directors may provide a suitable seal containing the name of the Corporation.  If
deemed advisable by the Board of Directors, duplicate seals may be provided and kept for the purposes
of the Corporation.





This Code of Regulations may be amended, or new regulations may be adopted, at any meeting
of shareholders called for such purpose by the affirmative vote of, or without a meeting by the written
consent of, the holders of shares entitling them to exercise a majority of the voting power of the
Corporation on such proposal.