|   |                                 |   |   |   |
|--------|--------------------------------------|--------|--------|--------|
|   |                                 |   |
|   | /s/      Jeffrey I. Friedman    |   |
|   | Jeffrey I. Friedman, President  |   |
|   |                                 |   |
|   | /s/      Martin A. Fishman      |   |
|   | Martin A. Fishman, Secretary    |   |
|   |                                 |   |

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         SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION      OF      ASSOCIATED ESTATES REALTY CORPORATION                FIRST: The name of the Corporation shall be Associated Estates    Realty Corporation.                SECOND: The place in the State of Ohio where the principal office    of the Corporation is located is Mayfield Village, Cuyahoga County.                THIRD: The purpose of the Corporation is to engage in any lawful    act or activity for which corporations may be formed under Sections 1701.01    to 1701.98, inclusive, of the Ohio Revised Code.                FOURTH: The total number of shares of all classes that the    Corporation shall have authority to issue is Fifty Million (50,000,000)    shares, all of which shall be Common Shares, without par value (the “Common    Shares”).           The Common Shares shall have the following express terms:                Section 1. DIVIDEND RIGHTS. The holders of Common Shares shall be    entitled to receive, when, as and if declared by the Board of Directors of    the Corporation, out of the assets of the Corporation which are by law    available therefor, dividends or distributions payable in cash, in property    or in securities of the Corporation.                Section 2. RIGHTS UPON LIQUIDATION. In the event of any voluntary    or involuntary liquidation, dissolution or winding up of, or any    distribution of the assets of, the Corporation, each holder of Common Shares    shall be entitled to receive, ratably with each other holder of Common    Shares, that portion of the assets of the Corporation available for    distribution to its shareholders as the number of Common Shares held by such    holder bears to the total number of Common Shares then outstanding.                Section 3. VOTING RIGHTS. The holders of Common Shares shall be    entitled to vote on all matters at all meetings of the shareholders of the    Corporation, and shall be entitled to one vote for each Common Share    entitled to vote at such meeting.                Section 4. RESTRICTIONS ON TRANSFER TO PRESERVE TAX BENEFIT;    COMMON SHARES SUBJECT TO REDEMPTION.                     (a) DEFINITIONS. For the purposes of Section 4 of this    Article FOURTH, the following terms shall have the following meanings:  
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                   “Beneficial Ownership” shall mean ownership of Common Shares    by a Person who would be treated as an owner of such Common Shares either    directly or constructively through the application of Section 544 of the    Code, as modified by Section 856(h)(1)(B) of the Code. The terms “Beneficial    Owner,” “Beneficially Owns” and “Beneficially Owned” shall have the    correlative meanings.                     “Code” shall mean the Internal Revenue Code of 1986, as    amended from time to time.                     “Constructive Ownership” shall mean ownership of Common    Shares by a Person who would be treated as an owner of such Common Shares    either directly or constructively through the application of Section 318 of    the Code, as modified by Section 856(d)(5) of the Code.                     The terms “Constructive Owner,” “Constructively Owns” and    “Constructively Owned” shall have the correlative meanings.                     “Excess Shares” shall mean any Common Shares (i) acquired or    proposed to be acquired by any Person (other than an Existing Holder)    pursuant to a Transfer to the extent that, if effective, such Transfer would    result in the transferee either (A) Beneficially Owning Common Shares in    excess of the Ownership Limit or (B) Constructively Owning Common Shares in    excess of the Related Party Limit, (ii) acquired or proposed to be acquired    by an Existing Holder pursuant to a Transfer to the extent that, if    effective, such Transfer would result in such Existing Holder Beneficially    Owning Common Shares in excess of the Existing Holder Limit for such    Existing Holder, or (iii) which are the subject of a Transfer which, if    effective, would result in (A) the Common Shares being owned by fewer than    100 Persons (determined without reference to any rules of attribution), or    (B) the Corporation being “closely held” within the meaning of Section    856(h) of the Code.                     “Existing Holder” shall mean (i) Jeffrey I. Friedman,    (ii) Susan Friedman, (iii) Mark L. Milstein, (iv) Robert Milstein, and    (v) any Person to whom an Existing Holder Transfers Beneficial Ownership of    Common Shares causing such transferee to Beneficially Own Common Shares in    excess of the Ownership Limit.                     “Existing Holder Limit” (i) for any Existing Holder who is an    Existing Holder by virtue of clause (i), (ii), (iii) or (iv) of the    definition thereof, shall mean, initially, the percentage of the outstanding    Common Shares Beneficially Owned by such Existing Holder upon the    consummation of the Initial Public Offering, and after any adjustment    pursuant to Section (4)(i) of this Article FOURTH, shall mean such    percentage of the outstanding Common Shares as so adjusted; and (ii) for any    Existing Holder who becomes an Existing Holder by virtue of clause (v) of    the definition thereof, shall mean, initially, the percentage of the    outstanding Common Shares Beneficially Owned by such Existing Holder at the    time that such Existing Holder becomes an Existing Holder, and after any    adjustment pursuant to Section 4(i) of this Article FOURTH, shall mean such    percentage of the outstanding Common Shares as so adjusted. From and after    the date of the Initial Public Offering, the secretary of the Corporation    shall maintain and, upon request, make available to each Existing Holder, a    schedule which sets forth the then current Existing Holder Limits for each    Existing Holder.  
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                   “Initial Public Offering” means the sale of Common Shares    pursuant to the Corporation’s first effective registration statement for    such Common Shares filed under the Securities Act of 1933, as amended.                     “Market Price” shall mean the last reported sales price of    Common Shares reported on the New York Stock Exchange on the trading day    immediately preceding the relevant date or, if the Common Shares are not    then traded on the New York Stock Exchange, the last reported sales price of    the Common Shares on the trading day immediately preceding the relevant date    as reported on any exchange or quotation system on which the Common Shares    may be traded, or if the Common Shares are not then traded on any exchange    or quotation system, then the market price of the Common Shares on the    relevant date as determined in good faith by the Board of Directors of the    Corporation.                     “Ownership Limit” initially shall mean 4.0% of the    outstanding Common Shares of the Corporation and, after any modification as    set forth in Section 4(i) of this Article FOURTH, shall mean such greater    percentage (but not more than 9.9%) of the outstanding Common Shares    determined by the Board of Directors of the Corporation pursuant to such    Section 4(i).                     “Person” shall mean an individual, corporation, partnership,    estate, trust (including a trust qualified under Section 401(a) or    501(c)(17) of the Code), a portion of a trust permanently set aside for or    to be used exclusively for the purposes described in Section 642(c) of the    Code, an association, a private foundation within the meaning of Section    509(a) of the Code, a joint stock company, other entity or a group as that    term is used for purposes of Section 13(d)(3) of the Securities Exchange Act    of 1934, as amended; provided, however, that a “person” does not mean an    underwriter participating in a public offering of Common Shares, for a    period of 25 days following the purchase by such underwriter of the Common    Shares.                     “REIT” shall mean a Real Estate Investment Trust as defined    under Section 856 of the Code.                     “Related Party Limit” shall mean 9.8% of the outstanding    Common Shares of the Corporation.                     “Transfer” shall mean any sale, transfer, gift, assignment,    devise or other disposition of Common Shares (including, without limitation,    (i) the granting of any option or entering in to any agreement for the sale,    transfer or other disposition of Common Shares or (ii) the sale, transfer,    assignment or other disposition of any securities or rights convertible into    or exchangeable for Common Shares), whether voluntary or involuntary,    whether of record or beneficially and whether by operation of law or    otherwise.                     (b) RESTRICTIONS ON TRANSFERS.                (i) Except as provided in Section 4(i) of this Article FOURTH,    from and after the date of the Initial Public Offering, no Person (other    than an Existing Holder) shall Beneficially Own Common Shares in excess of    the Ownership Limit, no Existing Holder shall Beneficially Own Common Shares    in excess of the Existing Holder Limit for such Existing Holder and no    Person (other  
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    than an Existing Holder who Constructively Owns in excess of 9.8% of the    outstanding Common Shares immediately following the completion of the    Initial Public Offering) shall Constructively Own Common Shares in excess of    9.8% of the outstanding Common Shares.                (ii) Except as provided in Section 4(i) of this Article FOURTH,    from and after the date of the Initial Public Offering, any Transfer which,    if effective, would result in any Person (other than an Existing Holder)    Beneficially Owning Common Shares in excess of the Ownership Limit shall be    void AB INITIO as to the Transfer of such Common Shares which would be    otherwise Beneficially Owned by such Person in excess of the Ownership    Limit, and the intended transferee shall acquire no rights in such Common    Shares.                (iii) Except as provided in Section 4(i) of this Article FOURTH,    from and after the date of the Initial Public Offering, any Transfer which,    if effective, would result in any Existing Holder Beneficially Owning Common    Shares in excess of the applicable Existing Holder Limit shall be void AB    INITIO as to the Transfer of such Common Shares which would be otherwise    Beneficially Owned by such Existing Holder in excess of the applicable    Existing Holder Limit, and such Existing Holder shall acquire no rights in    such Common Shares.                (iv) Except as provided in Section 4(i) of this Article FOURTH,    from and after the date of the Initial Public Offering, any Transfer which,    if effective, would result in any Person Constructively Owning Common Shares    in excess of the Related Party Limit shall be void AB INITIO as to the    Transfer of such Common Shares which would be otherwise Constructively Owned    by such Person in excess of such amount, and the intended transferee shall    acquire no rights in such Common Shares.                (v) Except as provided in Section 4(i) of this Article FOURTH,    from and after the date of the Initial Public Offering, any Transfer which,    if effective, would result in the Common Shares being beneficially owned by    fewer than 100 Persons (determined without reference to any rules of    attribution) shall be void AB INITIO as to the Transfer of such Common    Shares which would be otherwise beneficially owned by the transferee, and    the intended transferee shall acquire no rights in such Common Shares.                (vi) From and after the date of the Initial Public Offering, any    Transfer which, if effective, would result in the Corporation being “closely    held” within the meaning of Section 856(h) of the Code shall be void AB    INITIO as to the Transfer of the Common Shares which would cause the    Corporation to be “closely held” within the meaning of Section 856(h) of the    Code, and the intended transferee shall acquire no rights in such Common    Shares.                     (c) REMEDIES FOR BREACH. If the Board of Directors or its    designees shall at any time determine in good faith that a Transfer has    taken place in violation of Section 4(b) of this Article FOURTH or that a    Person intends to acquire or has attempted to  
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    acquire beneficial ownership (determined without reference to any rules of    attribution), Beneficial Ownership or Constructive Ownership of any Common    Shares of the Corporation in violation of Section 4(b) of this    Article FOURTH, or that any such Transfer, intended or attempted acquisition    or acquisition would jeopardize the status of the Company as a REIT under    the Code, the Board of Directors or its designees shall take such actions as    it deems advisable to refuse to give effect or to prevent such Transfer,    including, but not limited to, refusing to give effect to such Transfer on    the books of the Corporation or instituting proceedings to enjoin such    Transfer and, in addition, exercising its rights under Section 4(d) of this    Article FOURTH.                     (d) PURCHASE RIGHT IN EXCESS SHARES. Beginning on the date of    the occurrence of a Transfer which, if consummated, in the good faith    judgment of the Board of Directors of the Corporation, could result in    Excess Shares, such Excess Shares shall be deemed to have been offered for    sale to the Corporation, or its designee, at a price per share equal to the    lesser of (i) the price per share in the transaction that created such    Excess Shares (or, in the case of a devise or gift, the Market Price at the    time of such devise or gift) and (ii) the Market Price on the date the    Corporation, or its designee, accepts such offer. The Corporation shall have    the right to accept such offer for a period of ninety (90) days after the    later of (i) the date of the Transfer which resulted in such Excess Shares    and (ii) the date the Board of Directors determines in good faith that such    Transfer has occurred if the Corporation does not receive a notice of such    Transfer pursuant to Section 4(e) of this Article FOURTH. Prompt payment of    the purchase price shall be made in such reasonable manner as may be    determined by the Corporation. From and after the date fixed for purchase by    the Corporation, and so long as payment of the purchase price for the Excess    Shares to be so purchased shall have been made or duly provided for, the    holder of any Excess Shares so called for purchase shall cease to be    entitled to dividends, distributions, voting rights and other benefits with    respect to such Excess Shares, excepting only the right to payment of the    purchase price fixed as aforesaid. Any dividend or distribution paid to a    proposed transferee of Excess Shares prior to the discovery by the    Corporation that the Excess Shares have been transferred in violation of    Section 4(b) of this Article FOURTH shall be repaid to the Corporation upon    demand. If the foregoing provisions are determined to be void or invalid by    virtue of any legal decision, statute, rule or regulation, then the intended    transferee of such Excess Shares shall be deemed, at the option of the    Corporation, to have acted as agent on behalf of the Corporation in    acquiring such Excess Shares and to hold such Excess Shares on behalf of the    Corporation.                     (e) NOTICE OF RESTRICTED TRANSFER. Any Person who acquires or    intends to acquire Common Shares in violation of Section 4(b) of this    Article FOURTH or any Person who is a transferee of Excess Shares shall    immediately give written notice to the Corporation of such event and shall    provide to the Corporation such other information as the Corporation may    request in order to determine the effect, if any, of such Transfer or    intended Transfer on the Corporation’s status as a REIT.                     (f) OWNERS REQUIRED TO PROVIDE INFORMATION. From and after    the date of the Initial Public Offering:                (i) every Beneficial Owner of more than 5.0% (or such other    percentage, between 0.5% and 5.0%, as provided in the regulations    promulgated from time to time pursuant to the Code) of the outstanding    Common Shares of the  
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    Corporation shall, within 30 days after January 1 of each year, give written    notice to the Corporation stating the name and address of such Beneficial    Owner, the number of shares Beneficially Owned, and a description of how    such shares are held. Each such Beneficial Owner shall provide to the    Corporation such additional information as the Corporation may from time to    time request in order to determine the effect, if any, of such Beneficial    Ownership on the Corporation’s status as a REIT.                (ii) each Person who is a Beneficial Owner or Constructive Owner    of Common Shares and each Person (including the shareholder of record) who    is holding Common Shares for a Beneficial Owner or Constructive Owner shall    provide to the Corporation such information as the Corporation may from time    to time request, in good faith, in order to determine the effect, if any, of    such ownership or holding on the Corporation’s status as a REIT.                     (g) REMEDIES NOT LIMITED. Subject to the provisions of    Section 4(m) of this Article Fourth, nothing contained in this    Article FOURTH shall limit the authority of the Board of Directors to take    such other action as it deems necessary or advisable to protect the    Corporation and the interests of its shareholders by preservation of the    Corporation’s status as a REIT.                     (h) AMBIGUITY. In the case of an ambiguity in the application    of any of the provisions of Section 4 of this Article FOURTH, including any    definition contained in Section 4(a), the Board of Directors shall have the    power to determine the application of the provisions of this Section 4 with    respect to any situation based on the facts known to it.                     (i) MODIFICATION OF EXISTING HOLDER LIMITS. Subject to the    provisions of Section 4(k) of this Article Fourth, the Existing Holder    Limits may be modified as follows:                (i) any Existing Holder may Transfer Common Shares to a Person who    is already an Existing Holder up to the number of Common Shares Beneficially    Owned by such transferor Existing Holder in excess of the Ownership Limit.    Any such Transfer will decrease the Existing Holder Limit for such    transferor Existing Holder and increase the Existing Holder Limit for such    transferee Existing Holder by the percentage of the outstanding Common    Shares so Transferred. The transferor Existing Holder shall give the Board    of Directors of the Corporation prior written notice of any such Transfer.                (ii) any grant of a stock option pursuant to a stock option plan    approved by the shareholders of the Corporation shall increase the Existing    Holder Limit for the affected Existing Holder to the maximum extent possible    under Section 4(k) of this Article Fourth to permit the Beneficial Ownership    of the Common Shares issuable upon the exercise of such stock option.                (iii) the Board of Directors may reduce the Existing Holder Limit    for any Existing Holder, with the written consent of such Existing Holder,  
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    after any Transfer permitted in this Section 4 by such Existing Holder to a    Person other than an Existing Holder or after the lapse (without exercise)    of a stock option described in Section 4(i)(ii).                (iv) any Common Shares issued to an Existing Holder pursuant to a    dividend reinvestment plan adopted by the Corporation shall increase the    Existing Holder Limit for the Existing Holder to the maximum extent possible    under Section 4(k) of this Article Fourth to permit the Beneficial Ownership    of such Common Shares.                (v) the Related Party Limit may not be increased to a percentage    which is greater than 9.8%.                     (j) MODIFICATION OF OWNERSHIP LIMIT. Subject to the    limitations provided in Section 4(k), the Board of Directors may from time    to time increase the Ownership Limit.                     (k) LIMITATIONS ON MODIFICATIONS. Notwithstanding any other    provision of this Article FOURTH:                (i) Neither the Ownership Limit nor any Existing Holder Limit may    be increased (nor may any additional Existing Holder Limit be created) if,    after giving effect to such increase (or creation), five Beneficial Owners    of Common Shares (including all of the then Existing Holders) could    Beneficially Own, in the aggregate, more than 49.5% of the outstanding    Common Shares.                (ii) Prior to the modification of any Existing Holder Limit or    Ownership Limit pursuant to Section 4(i) or Section 4(j) of this    Article FOURTH, the Board of Directors of the Corporation may require such    opinions of counsel, affidavits, undertakings or agreements as it may deem    necessary or advisable in order to determine or ensure the Corporation’s    status as a REIT.                (iii) No Existing Holder Limit shall be reduced to a percentage    that is less than the Ownership Limit.                (iv) The Ownership Limit may not be increased to a percentage    which is greater than 9.9%.                     (l) EXCEPTIONS.                (i) The Board of Directors, with a ruling from the Internal    Revenue Service or an opinion of counsel, may exempt a Person from the    Ownership Limits or the Existing Holder Limits, as the case may be, if such    Person is not an individual for purposes of Section 542(a)(2) of the Code,    if such Persons make such representations and undertakings to the    Corporation as are, in the judgment of the Board of Directors, reasonably    necessary to ascertain that no individual’s Beneficial Ownership of such    Common Shares will violate the Ownership Limit or the applicable Existing    Holder Limit, as the case may be, and  
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    if such Person agrees that any violation or attempted violation will result    in such Common Shares in excess of 4.0% of the outstanding Common Shares    being deemed to be Excess Shares and subject to repurchase by the    Corporation as set forth in Section 4(d) of this Article FOURTH.                (ii) The Board of Directors, with a ruling from the Internal    Revenue Service or an opinion of counsel, may exempt a Person from the    limitation on such Person Constructively Owning Common Shares in excess of    the Related Party Limit if such Person does not own, and represents that it    will not own, directly or constructively (by virtue of the application of    Section 318 of the Code, as modified by Section 856(d)(5) of the Code), more    than a 9.9% interest (as set forth in Section 856(d)(2)(B)) in a tenant of    any real property owned or leased by the Corporation, and the Corporation    obtains such representations and undertakings from such Person as are    reasonably necessary to ascertain this fact and agrees that any violation or    attempted violation will result in such Common Shares in excess of 9.9%    being deemed to be Excess Shares and subject to repurchase by the    Corporation as set forth in Section 4(d) of this Article FOURTH.                     (m) NEW YORK STOCK EXCHANGE TRANSACTIONS. Notwithstanding any    other provision of Section 4 of this Article FOURTH, nothing in Section 4 of    Article FOURTH shall preclude the settlement of any transaction entered into    through the facilities of the New York Stock Exchange.                Section 5. LEGEND. Each certificate for Common Shares shall bear    the following legend:                “The Common Shares represented by this certificate are subject to    restrictions on transfer for the purpose of preserving the Corporation’s    status as a Real Estate Investment Trust under the Internal Revenue Code of    1986, as amended. Subject to certain provisions of the Corporation’s Amended    and Restated Articles of Incorporation, no Person may Beneficially Own    Common Shares in excess of 4.0% of the outstanding Common Shares of the    Corporation (unless such Person is an Existing Holder) and no Person (other    than an Existing Holder who Constructively Owns in excess of 9.8% of the    Common Shares immediately following the consummation of the Initial Public    Offering) may Constructively Own Common Shares in excess of 9.8% of the    outstanding Common Shares of the Corporation. Any Person who attempts to    Beneficially Own or Constructively Own Common Shares in excess of the above    limitations must immediately notify the Corporation. All capitalized terms    in this legend have the meanings defined in the Corporation’s Amended and    Restated Articles of Incorporation, a copy of which, including the    restrictions on transfer, will be sent without charge to each shareholder    who so requests. If the restrictions on transfer are violated, certain of    the Common Shares represented may be subject to repurchase by the    Corporation on the terms and conditions set forth in the Corporation’s    Amended and Restated Articles of Incorporation.”                FIFTH: At all times following the consummation of the Initial    Public Offering (as defined in Article FOURTH), at least a majority of the    members of the Board of Directors shall, except during the period of a    vacancy or vacancies therein, be Independent Directors. An  
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    “Independent Director” shall mean a person who is not (i) employed by the    Corporation or (ii) an “affiliate” (as defined in Rule 405 under the    Securities Act of 1933, as amended) of (A) any entity which now or hereafter    is part 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 (B) any entity which is an affiliate (as defined above) of    any entity listed in clause (ii)(A) of this Article FIFTH.                SIXTH: No holder of shares of the Corporation of any class shall    be entitled as such, as a matter of right, to subscribe for or purchase    shares of any class, now or hereafter authorized, or to subscribe for or    purchase securities convertible into or exchangeable for shares of the    Corporation or to which shall be attached or appertain any warrants or    rights entitling the holder thereof to subscribe for or purchase shares,    except such rights of subscription or purchase, if any, for such    considerations and upon such terms and conditions as its Board of Directors    from time to time may determine.                SEVENTH: Notwithstanding any provision of Sections 1701.01 to    1701.98, inclusive, of the Ohio Revised Code, or any successor statutes now    or hereafter in force, requiring for the authorization or taking of any    action the vote or consent of the holders of shares entitling them to    exercise two-thirds or any other proportion of the voting power of the    Corporation or of any class or classes of shares thereof, such action,    unless otherwise expressly required by law or these Second Amended and    Restated Articles of Incorporation, may be authorized or taken by the vote    or consent of the holders of shares entitling them to exercise a majority of    the voting power of the Corporation or of such class or classes of shares    thereof.                EIGHTH: To the extent permitted by law, the Corporation, by action    of its Board of Directors, may purchase or otherwise acquire shares of any    class issued by it at such times, for such consideration and upon such terms    and conditions as its Board of Directors may determine.                NINTH: No person who is serving or has served as a director of the    corporation shall be personally liable to the corporation or any of its    shareholders for monetary damages for breach of any fiduciary duty of such    person as a director by reason of any act or omission of such person as a    director; provided, however, that the foregoing provision shall not    eliminate or limit the liability of any person (a) for any breach of such    person’s duty of loyalty as a director to the corporation or its    shareholders, (b) for acts or omissions not in good faith or which involve    intentional misconduct or a knowing violation of law, (c) under    Section 1701.95 of the Ohio Revised Code, (d) for any transaction from which    such person derived any improper personal benefit, or (e) to the extent that    such liability may not be limited or eliminated by virtue of the provisions    of Section 1701.13 of the Ohio Revised Code or any successor section or    statute. Any repeal or modification of this Article EIGHTH by the    shareholders of the corporation shall be prospective only, and shall not    adversely affect any limitation on the personal liability of a director or    the corporation existing at the time of such repeal or modification.                TENTH: The provisions of Chapter 1701.831 of the Ohio Revised Code    shall not apply to the Corporation.                ELEVENTH: The provisions of Chapter 1707.043 of the Ohio Revised    Code shall not apply to the Corporation.  
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              TWELFTH: If any provision (or portion thereof) of these Second    Amended and Restated Articles of Incorporation shall be found to be invalid,    prohibited, or unenforceable for any reason, the remaining provisions (or    portions thereof) of these Second Amended and Restated Articles of    Incorporation shall be deemed to remain in full force and effect, and shall    be construed as if such invalid, prohibited, or unenforceable provision had    been stricken herefrom or otherwise rendered inapplicable, it being the    intent of the Corporation and its shareholders that each such remaining    provision (or portion thereof) of these Second Amended and Restated Articles    of Incorporation remain, to the fullest extent permitted by law, applicable    and enforceable as to all shareholders, notwithstanding any such finding.                THIRTEENTH: No shareholder of the Corporation may cumulate his    voting power in the election of directors.                FOURTEENTH: The Corporation reserves the right to amend, alter,    change or repeal any provision contained in these Second Amended and    Restated Articles of Incorporation, in the manner now or hereafter    prescribed by statute, and all rights conferred upon shareholders herein are    granted subject to this reservation.                FIFTEENTH: These Second Amended and Restated Articles of    Incorporation shall take the place of and supersede the corporation’s    existing Articles of Incorporation.  
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CERTIFICATE OF AMENDMENTTOARTICLES OF INCORPORATIONOFASSOCIATED ESTATES REALTY CORPORATION         Jeffrey I. Friedman, Chairman of the Board, President, and Chief    Executive Officer, and Martin A. Fishman, Vice President-General Counsel and    Secretary, of Associated Estates Realty Corporation, an Ohio corporation    (the “Corporation”), do hereby certify that on May 24, 1994, at the annual    shareholders meeting of the Corporation, the shareholders of the Corporation    adopted the resolutions attached hereto as Exhibit A; and that said    resolutions are valid and binding, have not been amended, modified, or    rescinded, and are in full force and effect on the date hereof.           IN WITNESS WHEREOF, the undersigned have hereunto subscribed their    names as of the 17th day of June 1994.           /s/      JEFFREY I. FRIEDMAN    Jeffrey I. Friedman   Chairman of the Board, President,         and Chief Executive Officer      /s/      MARTIN A. FISHMAN    Martin A. Fishman   Vice President-General Counsel and Secretary   
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    EXHIBIT A                RESOLVED, that Article FOURTH of the Company’s Amended and    Restated Articles of Incorporation be, and the same hereby is, deleted in    its entirety and there is substituted therefor the following:                FOURTH: The authorized number of shares of the Corporation is    50,000,000, consisting of 41,000,000 Common Shares, without par value    (hereinafter called “Common Shares”), and 3,000,000 Class A Cumulative    Preferred Shares, without par value (hereinafter called “Class A Shares”),    3,000,000 Class B Cumulative Preferred Shares, without par value    (hereinafter called “Class B Shares”) and 3,000,000 Noncumulative Preferred    Shares, without par value (hereinafter called “Noncumulative Shares”).      DIVISION A           I. THE CLASS A CUMULATIVE PREFERRED SHARES. The Class A Shares shall    have the following express terms:                Section 1. SERIES. The Class A Shares may be issued from time to    time in one or more series. All Class A Shares shall be of equal rank and    shall be identical, except in respect of the matters that may be fixed by    the Board of Directors as hereinafter provided, and each share of a series    shall be identical with all other shares of such series, except as to the    dates from which dividends shall accrue and be cumulative. All Class A    Shares shall rank on a parity with the Class B Shares and the Noncumulative    Shares and shall be identical to all Class B Shares and Noncumulative Shares    except (1) in respect of the matters that may be fixed by the Board of    Directors as provided in clauses (a) through (i), inclusive, of this    Section 1 and (2) only dividends on Class A Shares and Class B Shares shall    be cumulative as set forth herein. Subject to the provisions of Sections 2    through 5, both inclusive, and Item 4 of this Division, which provisions    shall apply to all Class A Shares, the Board of Directors hereby is    authorized to cause such shares to be issued in one or more series and with    respect to each such series to determine and fix prior to the issuance    thereof (and thereafter, to the extent provided in clause (b) of this    Section) the following:                     (a) The designation of the series, which may be by    distinguishing number, letter or title;                     (b) The authorized number of shares of the series, which    number the Board of Directors may (except where otherwise provided in the    creation of the series) increase or decrease from time to time before or    after the issuance thereof (but not below the number of shares thereof then    outstanding);                     (c) The dividend rate or rates of the series, including the    means by which such rates may be established;  
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                   (d) The date or dates from which dividends shall accrue and    be cumulative and the dates on which and the period or periods for which    dividends, if declared, shall be payable, including the means by which such    dates and periods may be established;                     (e) The redemption rights and price or prices, if any, for    shares of the series;                     (f) The terms and amount of the sinking fund, if any, for the    purchase or redemption of shares of the series;                     (g) The amounts payable on shares of the series in the event    of any voluntary or involuntary liquidation, dissolution or winding up of    the affairs of the Corporation;                     (h) Whether the shares of the series shall be convertible    into Common Shares or shares of any other class and, if so, the conversion    rate or rates or price or prices, any adjustments thereof and all other    terms and conditions upon which such conversion may be made; and                     (i) Restrictions (in addition to those set forth in    Subsection 5(d) or 5(e) of this Section I) on the issuance of shares of the    same series or of any other class or series.                The Board of Directors is authorized to adopt from time to time    amendments to the Amended and Restated Articles of Incorporation, as    amended, fixing, with respect to each such series, the matters described in    clauses (a) through (i), both inclusive, of this Section and is authorized    to take such actions with respect thereto as may be required by law in order    to effect such amendments.                Section 2. DIVIDENDS.                     (a) The holders of Class A Shares of each series, in    preference to the holders of Common Shares and of any other class of shares    ranking junior to the Class A Shares, shall be entitled to receive out of    any funds legally available therefor, and when and as declared by the Board    of Directors, dividends in cash at the rate or rates for such series fixed    in accordance with the provisions of Section 1 above and no more, payable on    the dates fixed for such series. Such dividends shall accrue and be    cumulative, in the case of shares of each particular series, from and after    the date or dates fixed with respect to such series. No dividends shall be    paid upon or declared or set apart for any series of the Class A Shares for    any dividend period unless at the same time (i) a like proportionate    dividend for the dividend periods terminating on the same or any earlier    date, ratably in proportion to the respective annual dividend rates fixed    therefor, shall have been paid upon or declared or set apart for all Class A    Shares of all series then issued and outstanding and entitled to receive    such dividend and (ii) the dividends payable for the dividend periods    terminating on the same or any earlier date (but, with respect to    Noncumulative Shares, only with respect to the then current dividend    period), ratably in proportion to the respective dividend rates fixed    therefor, shall have been paid upon or declared or set apart for all Class B    Shares and Noncumulative Shares then issued and outstanding and entitled to    receive such dividends.  
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                   (b) So long as any Class A Shares shall be outstanding no    dividend, except a dividend payable in Common Shares or other shares ranking    junior to the Class A Shares, shall be paid or declared or any distribution    be made, except as aforesaid, in respect of the Common Shares or any other    shares ranking junior to the Class A Shares, nor shall any Common Shares or    any other shares ranking junior to the Class A Shares be purchased, retired    or otherwise acquired by the Corporation, except out of the proceeds of the    sale of Common Shares or other shares of the Corporation ranking junior to    the Class A Shares received by the Corporation subsequent to the date of    first issuance of Class A Shares of any series, unless:                          (1) All accrued and unpaid dividends on Class A Shares    and Class B Shares, including the full dividends for all current dividend    periods, shall have been declared and paid or a sum sufficient for payment    thereof set apart;                          (2) All unpaid dividends on Noncumulative Shares for the    then current dividend period shall have been declared and paid or a sum    sufficient for payment therefor set apart; and                          (3) There shall be no arrearages with respect to the    redemption of Class A Shares, Class B Shares or Noncumulative Shares of any    series from any sinking fund provided for shares of such series in    accordance with the provisions of Section 1 of this Division.                     (c) The foregoing restrictions on the payment of dividends or    other distributions on, or on the purchase, redemption retirement or other    acquisition of, Common Shares or any other shares ranking on a parity with    or junior to the Class A Shares shall be inapplicable to (i) any payments in    lieu of issuance of fractional shares thereof, whether upon any merger,    conversion, stock dividend or otherwise, (ii) the conversion of Class A    Shares, Class B Shares or Noncumulative Shares into Common Shares or    (iii) the exercise by the Corporation of its rights pursuant to Section V(d)    of this Division A, Section 4(d) of Division B or any similar Section    hereafter contained in these Second Amended and Restated Articles of    Incorporation, as amended, with respect to any other class or series of    capital stock hereafter created or authorized.                     (d) If, for any taxable year, the Corporation elects to    designate as “capital gain dividends” (as defined in Section 857 of the    Code), any portion (the “Capital Gains Amount”) of the dividends paid or    made available for the year to holders of all classes of stock (the “Total    Dividends”), then the portion of the Capital Gains Amount that shall be    allocable to holders of the Class A Shares shall be the amount that the    total dividends paid or made available to the holders of the Class A Shares    for the year bears to the Total Dividends.                Section 3. REDEMPTION.                     (a) Subject to the express terms of each series, the    Corporation:                          (1) May, from time to time at the option of the Board of    Directors, redeem all or any part of any redeemable series of Class A Shares    at the time outstanding at the applicable redemption price for such series    fixed in accordance with the provisions of Section 1 of this Division; and  
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                        (2) Shall, from time to time, make such redemptions of    each series of Class A Shares as may be required to fulfill the requirements    of any sinking fund provided for shares of such series at the applicable    sinking fund redemption price fixed in accordance with the provisions of    Section 1 of this Division;                     and shall in each case pay all accrued and unpaid dividends    to the redemption date.                     (b)(1) Notice of every such redemption shall be mailed,    postage prepaid, to the holders of record of the Class A Shares to be    redeemed at their respective addresses then appearing on the books of the    Corporation, not less than 30 days nor more than 60 days prior to the date    fixed for such redemption, or such other time prior thereto as the Board of    Directors shall fix for any series pursuant to Section 1 of this Division    prior to the issuance thereof. At any time after notice as provided above    has been deposited in the mail, the Corporation may deposit the aggregate    redemption price of Class A Shares to be redeemed, together with accrued and    unpaid dividends thereon to the redemption date, with any bank or trust    company in Cleveland, Ohio, or New York, New York, having capital and    surplus of not less than $100,000,000, named in such notice and direct that    there be paid to the respective holders of the Class A Shares so to be    redeemed amounts equal to the redemption price of the Class A Shares so to    be redeemed, together with such accrued and unpaid dividends thereon, on    surrender of the share certificate or certificates held by such holders; and    upon the deposit of such notice in the mail and the making of such deposit    of money with such bank or trust company, such holders shall cease to be    shareholders with respect to such shares; and from and after the time such    notice shall have been so deposited and such deposit of money shall have    been so made, such holders shall have no rights or claim against the    Corporation with respect to such shares, except only the right to receive    such money from such bank or trust company without interest or to exercise    before the redemption date any unexpired privileges of conversion. In the    event less than all of the outstanding Class A Shares are to be redeemed,    the Corporation shall select by lot the shares so to be redeemed in such    manner as shall be prescribed by the Board of Directors.                          (2) If the holders of Class A Shares which have been    called for redemption shall not within six years after such deposit claim    the amount deposited for the redemption thereof, any such bank or trust    company shall, upon demand, pay over to the Corporation such unclaimed    amounts and thereupon such bank or trust company and the Corporation shall    be relieved of all responsibility in respect thereof and to such holders.                     (c) Any Class A Shares which are (1) redeemed by the    Corporation pursuant to the provisions of this Section, (2) purchased and    delivered in satisfaction of any sinking fund requirements provided for    shares of such series, (3) converted in accordance with the express terms    thereof, or (4) otherwise acquired by the Corporation, shall resume the    status of authorized but unissued Class A Shares without serial designation.                     (d) Except in connection with the exercise of the    Corporation’s rights pursuant to Section (d) of Item V of this Division A,    Section 4(d) of Division B or any similar Section hereafter contained in    these Second Amended and Restated Articles of Incorporation, as amended,    with respect to any other class or series of capital stock hereafter created    or authorized, the Corporation may not purchase or redeem (for sinking fund    purposes or otherwise) less than  
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    all of the Class A Shares then outstanding except in accordance with a stock    purchase offer made to all holders of record of Class A Shares, unless all    dividends on all Class A Shares then outstanding for all previous and    current dividend periods shall have been declared and paid or funds therefor    set apart and all accrued sinking fund obligations applicable thereto shall    have been complied with.                Section 4. LIQUIDATION.                     (a)(1) In the event of any voluntary or involuntary    liquidation, dissolution or winding up of the affairs of the Corporation,    the holders of Class A Shares of any series shall be entitled to receive in    full out of the assets of the Corporation, including its capital, before any    amount shall be paid or distributed among the holders of the Common Shares    or any other shares ranking junior to the Class A Shares, the amounts fixed    with respect to shares of such series in accordance with Section 1 of this    Division, plus an amount equal to all dividends accrued and unpaid thereon    to the date of payment of the amount due pursuant to such liquidation,    dissolution or winding up of the affairs of the Corporation. In the event    the net assets of the Corporation legally available therefor are    insufficient to permit the payment upon all outstanding Class A Shares,    Class B Shares and Noncumulative Shares of the full preferential amount to    which they are respectively entitled, then such net assets shall be    distributed ratably upon all outstanding Class A Shares, Class B Shares and    Noncumulative Shares in proportion to the full preferential amount to which    each such share is entitled.                          (2) After payment to the holders of Class A Shares of    the full preferential amounts as aforesaid, the holders of Class A Shares,    as such, shall have no right or claim to any of the remaining assets of the    Corporation.                     (b) The merger or consolidation of the Corporation into or    with any other Corporation, the merger of any other Corporation into it, or    the sale, lease or conveyance of all or substantially all the assets of the    Corporation, shall not be deemed to be a dissolution, liquidation or winding    up for the purposes of this Section.                Section 5. VOTING.                     (a) The holders of Class A Shares shall have no voting    rights, except as provided in this Section or required by law.                     (b)(1) If, and so often as, the Corporation shall be in    default in the payment of dividends on any series of Class A Shares at the    time outstanding, whether or not earned or declared, for a number of    consecutive dividend payment periods which in the aggregate contain at least    540 days, all holders of such Class A Shares, voting separately as a class,    together with all Class B Shares and Noncumulative Shares upon which like    voting rights have been conferred and are exercisable under the    circumstances described in Subsection 5(c), shall be entitled to elect, as    herein provided, two members of the Board of Directors of the Corporation;    provided, however, that the holders of such Class A Shares shall not    exercise such special class voting rights except at meetings of such    shareholders for the election of directors at which the holders of not less    than 50% of such Class A Shares are present in person or by proxy; and    provided further, that the special class voting rights provided for in this    paragraph when the  
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    same shall have become vested shall remain so vested until all accrued and    unpaid dividends on such Class A Shares then outstanding shall have been    paid or declared and a sum sufficient for the payment thereof set aside for    payment, whereupon the holders of such Class A Shares shall be divested of    their special class voting rights in respect of subsequent elections of    directors, subject to the revesting of such special class voting rights in    the event above specified in this paragraph.                          (2) In the event of default entitling holders of Class A    Shares to elect two directors as specified in paragraph (1) of this    Subsection, a special meeting of such holders for the purpose of electing    such directors shall be called by the Secretary of the Corporation upon    written request of, or may be called by, the holders of record of at least    10% of the Class A Shares upon which such default in the payment of    dividends exists and notice thereof shall be given in the same manner as    that required for the annual meeting of shareholders; provided, however,    that the Corporation shall not be required to call such special meeting if    the annual meeting of shareholders shall be called to be held within 90 days    after the date of receipt of the foregoing written request from the holders    of Class A Shares. At any meeting at which such holders of Class A Shares    shall be entitled to elect directors, holders of 50% of such Class A Shares,    present in person or by proxy, shall be sufficient to constitute a quorum,    and the vote of the holders of a majority of such shares so present at any    such meeting at which there shall be such a quorum shall be sufficient to    elect the members of the Board of Directors which such holders of Class A    Shares are entitled to elect as herein provided. Notwithstanding any    provision of these Second Articles of Incorporation, as amended, or the Code    of Regulations of the Corporation or any action taken by the holders of any    class of shares fixing the number of directors of the Corporation, the two    directors who may be elected by such holders of Class A Shares pursuant to    this Subsection shall serve in addition to any other directors then in    office or proposed to be elected otherwise than pursuant to this Subsection.    Nothing in this Subsection shall prevent any change otherwise permitted in    the total number of or classifications of directors of the Corporation nor    require the resignation of any director elected otherwise than pursuant to    this Subsection. Notwithstanding any classification of the other directors    of the Corporation, the two directors elected by such holders of Class A    Shares shall be elected annually for terms expiring at the next succeeding    annual meeting of shareholders.                          (3) Upon any divesting of the special class voting    rights of the holders of the Class A Shares in respect of elections of    directors as provided in this Subsection, the terms of office of all    directors then in office elected by such holders shall terminate immediately    thereupon. If the office of any director elected by such holders voting as a    class becomes vacant by reason of death, resignation, removal from office or    otherwise, the remaining director elected by such holders voting as a class    may elect a successor who shall hold office for the unexpired term in    respect of which such vacancy occurred.                     (c) If at any time when the holders of Class A Shares are    entitled to elect directors pursuant to the foregoing provisions of this    Section the holders of any Class B Shares or Noncumulative Shares are    entitled to elect directors pursuant hereto by reason of any default in the    payment of dividends thereon, then the voting rights of the Class A Shares,    the Class B Shares and the Noncumulative Shares then entitled to vote shall    be combined (with each class of shares having a number of votes proportional    to the aggregate liquidation preference of its outstanding shares). In such    case, the holders of Class A Shares and of all such other shares  
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    then entitled so to vote, voting as a class, shall elect such directors. If    the holders of any such other shares have elected such directors prior to    the happening of the default or event permitting the holders of Class A    Shares to elect directors, or prior to a written request for the holding of    a special meeting being received by the Secretary of the Corporation as    required above, then a new election shall be held with all such other shares    and the Class A Shares voting together as a single class for such directors,    resulting in the termination of the term of such previously elected    directors upon the election of such new directors.                     (d) The affirmative vote of the holders of at least    two-thirds of each series of the Class A Shares at the time outstanding,    voting separately as a class, given in person or by proxy either in writing    or at a meeting called for the purpose, shall be necessary to effect either    of the following:                          (1) Any amendment, alteration or repeal, whether by    merger, consolidation or otherwise, of any of the provisions of the Second    Amended and Restated Articles of Incorporation, as amended, or of the Code    of Regulations of the Corporation which affects adversely and materially the    preferences or voting or other rights of the holders of Class A Shares which    are set forth in these Second Amended and Restated Articles of    Incorporation, as amended; provided, however, neither the amendment of these    Second Amended and Restated Articles of Incorporation, as amended, so as to    authorize, create or change the authorized or outstanding number of Class A    Shares or of any shares ranking on a parity with or junior to the Class A    Shares nor the amendment of the provisions of the Code of Regulations so as    to change the number or classification of directors of the Corporation shall    be deemed to affect adversely and materially preferences or voting or other    rights of the holders of Class A Shares; or                          (2) The authorization, creation or increase in the    authorized number of any shares, or any security convertible into shares, in    either case ranking prior to such series of Class A Shares.                     (e) In the event, and only to the extent, that (1) Class A    Shares are issued in more than one series and (2) Ohio law permits the    holders of a series of a class of capital stock to vote separately as a    class, the affirmative vote of the holders of at least two-thirds of each    series of Class A Shares at the time outstanding, voting separately as a    class, given in person or by proxy either in writing or at a meeting called    for the purpose of voting on such matters, shall be required for any    amendment, alteration or repeal, whether by merger, consolidation or    otherwise, of any of the provisions of these Second Amended and Restated    Articles of Incorporation, as amended, or of the Code of Regulations of the    Corporation which affects adversely and materially the preferences or voting    or other rights of the holders of such series which are set forth in these    Second Amended and Restated Articles of Incorporation, as amended; provided,    however, neither the amendment of these Second Amended and Restated Articles    of Incorporation, as amended, so as to authorize, create or change the    authorized or outstanding number of Class A Shares or of any shares ranking    on a parity with or junior to the Class A Shares nor the Amendment of the    provisions of the Code of Regulations so as to change the number or    classification of directors of the Corporation shall be deemed to affect    adversely and materially the preferences or voting or other rights of the    holders of such series.  
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         II. THE CLASS B CUMULATIVE PREFERRED SHARES. The Class B Cumulative    Preferred Shares shall have the following express terms:                Section 1. SERIES. The Class B Shares may be issued from time to    time in one or more series. All Class B Shares shall be of equal rank and    shall be identical, except in respect of the matters that may be fixed by    the Board of Directors as hereinafter provided, and each share of a series    shall be identical with all other shares of such series, except as to the    dates from which dividends shall accrue and be cumulative. All Class B    Shares shall rank on a parity with the Class A Shares and the Noncumulative    Shares and shall be identical to all Class A Shares and Noncumulative Shares    except (1) in respect of the matters that may be fixed by the Board of    Directors as provided in clauses (a) through (i), inclusive, of this    Section 1 and (2) only dividends on the Class A Shares and the Class B    shares are cumulative as set forth herein. Subject to the provisions of    Sections 2 through 5, both inclusive, and Item 4 of this Division, which    provisions shall apply to all Class B Shares, the Board of Directors hereby    is authorized to cause such shares to be issued in one or more series and    with respect to each such series to determine and fix prior to the issuance    thereof (and thereafter, to the extent provided in clause (b) of this    Section) the following:                     (a) The designation of the series, which may be by    distinguishing number, letter or title;                     (b) The authorized number of shares of the series, which    number the Board of Directors may (except where otherwise provided in the    creation of the series) increase or decrease from time to time before or    after the issuance thereof (but not below the number of shares thereof then    outstanding);                     (c) The dividend rate or rates of the series, including the    means by which such rates may be established;                     (d) The date or dates from which dividends shall accrue and    be cumulative and the dates on which and the period or periods for which    dividends, if declared, shall be payable, including the means by which such    dates and periods may be established;                     (e) The redemption rights and price or prices, if any, for    shares of the series;                     (f) The terms and amount of the sinking fund, if any, for the    purchase or redemption of shares of the series;                     (g) The amounts payable on shares of the series in the event    of any voluntary or involuntary liquidation, dissolution or winding up of    the affairs of the Corporation;                     (h) Whether the shares of the series shall be convertible    into Common Shares or shares of any other class and, if so, the conversion    rate or rates or price or prices, any adjustments thereof and all other    terms and conditions upon which such conversion may be made; and  
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                   (i) Restrictions (in addition to those set forth in    Subsection 5(d) or 5(e) of this Section II) on the issuance of shares of the    same series or of any other class or series.                The Board of Directors is authorized to adopt from time to time    amendments to the Second Amended and Restated Articles of Incorporation, as    amended, fixing, with respect to each such series, the matters described in    clauses (a) through (i), both inclusive, of this Section and is authorized    to take such actions with respect thereto as may be required by law in order    to effect such amendments.                Section 2. DIVIDENDS.                     (a) The holders of Class B Shares of each series, in    preference to the holders of Common Shares and of any other class of shares    ranking junior to the Class B Shares, shall be entitled to receive out of    any funds legally available therefor, and when and as declared by the Board    of Directors, dividends in cash at the rate or rates for such series fixed    in accordance with the provisions of Section 1 above and no more, payable on    the dates fixed for such series. Such dividends shall accrue and be    cumulative, in the case of shares of each particular series, from and after    the date or dates fixed with respect to such series. No dividends shall be    paid upon or declared or set apart for any series of the Class B Shares for    any dividend period unless at the same time (i) a like proportionate    dividend for the dividend periods terminating on the same or any earlier    date, ratably in proportion to the respective annual dividend rates fixed    therefor, shall have been paid upon or declared or set apart for all Class B    Shares of all series then issued and outstanding and entitled to receive    such dividend and (ii) the dividends payable for the dividend periods    terminating on the same or any earlier date (but, with respect to the    Noncumulative Shares, only with respect to the then current dividend    period), ratably in proportion to the respective dividend rates fixed    therefor, shall have been paid upon or declared or set apart for all Class A    Shares and Noncumulative Shares then issued and outstanding and entitled to    receive such dividends.                     (b) So long as any Class B Shares shall be outstanding no    dividend, except a dividend payable in Common Shares or other shares ranking    junior to the Class B Shares, shall be paid or declared or any distribution    be made, except as aforesaid, in respect of the Common Shares or any other    shares ranking junior to the Class B Shares, nor shall any Common Shares or    any other shares ranking junior to the Class B Shares be purchased, retired    or otherwise acquired by the Corporation, except out of the proceeds of the    sale of Common Shares or other shares of the Corporation ranking junior to    the Class B Shares received by the Corporation subsequent to the date of    first issuance of Class B Shares of any series, unless:                          (1) All accrued and unpaid dividends on Class A Shares    and Class B Shares, including the full dividends for all current dividend    periods, shall have been declared and paid or a sum sufficient for payment    thereof set apart;                          (2) All unpaid dividends on Noncumulative Shares for the    then current dividend period shall have been declared and paid or a sum    sufficient for payment thereof set apart; and  
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                        (3) There shall be no arrearages with respect to the    redemption of Class A Shares, Class B Shares or Noncumulative Shares of any    series from any sinking fund provided for shares of such series in    accordance with the provisions of Section 1 of this Division.                     (c) The foregoing restrictions on the payment of dividends or    other distributions on, or on the purchase, redemption, retirement or other    acquisition of, Common Shares or any other shares ranking on a parity with    or junior to the Class B Shares shall be inapplicable to (i) any payments in    lieu of issuance of fractional shares thereof, whether upon any merger,    conversion, stock dividend or otherwise, (ii) the conversion of Class A    Shares, Class B Shares or Noncumulative Shares into Common Shares or    (iii) the exercise by the Corporation of its rights pursuant to Section V(d)    of this Division A, Section 4(d) of Division B or any similar Section    hereafter contained in these Second Amended and Restated Articles of    Incorporation, as amended, with respect to any other class or series of    capital stock hereafter created or authorized.                     (d) If, for any taxable year, the Corporation elects to    designate as “capital gain dividends” (as defined in Section 857 of the    Code), any portion (the “Capital Gains Amount”) of the dividends paid or    made available for the year to holders of all classes of stock (the “Total    Dividends”), then the portion of the Capital Gains Amount that shall be    allocable to holders of the Class B Shares shall be the amount that the    total dividends paid or made available to the holders of the Class B Shares    for the year bears to the Total Dividends.                Section 3. REDEMPTION.                     (a) Subject to the express terms of each series, the    Corporation:                          (1) May, from time to time at the option of the Board of    Directors, redeem all or any part of any redeemable series of Class B Shares    at the time outstanding at the applicable redemption price for such series    fixed in accordance with the provisions of Section 1 of this Division; and                          (2) Shall, from time to time, make such redemptions of    each series of Class B Shares as may be required to fulfill the requirements    of any sinking fund provided for shares of such series at the applicable    sinking fund redemption price fixed in accordance with the provisions of    Section 1 of this Division; and shall in each case pay all accrued and    unpaid dividends to the redemption date.                     (b) (1) Notice of every such redemption shall be mailed,    postage prepaid, to the holders of record of the Class B Shares to be    redeemed at their respective addresses then appearing on the books of the    Corporation, not less than 30 days nor more than 60 days prior to the date    fixed for such redemption, or such other time prior thereto as the Board of    Directors shall fix for any series pursuant to Section 1 of this Division    prior to the issuance thereof. At any time after notice as provided above    has been deposited in the mail, the Corporation may deposit the aggregate    redemption price of Class B Shares to be redeemed, together with accrued and    unpaid dividends thereon to the redemption date, with any bank or trust    company in Cleveland, Ohio, or New York, New York, having capital and    surplus of not less than $100,000,000, named in such notice and direct that    there be paid to the respective holders of the  
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    Class B Shares so to be redeemed amounts equal to the redemption price of    the Class B Shares so to be redeemed, together with such accrued and unpaid    dividends thereon, on surrender of the share certificate or certificates    held by such holders; and upon the deposit of such notice in the mail and    the making of such deposit of money with such bank or trust company, such    holders shall cease to be shareholders with respect to such shares; and from    and after the time such notice shall have been so deposited and such deposit    of money shall have been so made, such holders shall have no rights or claim    against the Corporation with respect to such shares, except only the right    to receive such money from such bank or trust company without interest or to    exercise before the redemption date any unexpired privileges of conversion.    In the event less than all of the outstanding Class B Shares are to be    redeemed, the Corporation shall select by lot the shares so to be redeemed    in such manner as shall be prescribed by the Board of Directors.                          (2) If the holders of Class B Shares which have been    called for redemption shall not within six years after such deposit claim    the amount deposited for the redemption thereof, any such bank or trust    company shall, upon demand, pay over to the Corporation such unclaimed    amounts and thereupon such bank or trust company and the Corporation shall    be relieved of all responsibility in respect thereof and to such holders.                     (c) Any Class B Shares which are (1) redeemed by the    Corporation pursuant to the provisions of this Section, (2) purchased and    delivered in satisfaction of any sinking fund requirements provided for    shares of such series, (3) converted in accordance with the express terms    thereof, or (4) otherwise acquired by the Corporation, shall resume the    status of authorized but unissued Class B Shares without serial designation.                     (d) Except in connection with the exercise of the    Corporation’s rights pursuant to Section (d) of Item V of this Division A,    Section 4(d) of Division B or any similar Section hereafter contained in    these Second Amended and Restated Articles of Incorporation, as amended,    with respect to any other class or series of capital stock hereafter created    or authorized, the Corporation may not purchase or redeem (for sinking fund    purposes or otherwise) less than all of the Class B Shares then outstanding    except in accordance with a stock purchase offer made to all holders of    record of Class B Shares, unless all dividends on all Class B Shares then    outstanding for all previous and current dividend periods shall have been    declared and paid or funds therefor set apart and all accrued sinking fund    obligations applicable thereto shall have been complied with.                Section 4. LIQUIDATION.                     (a) (1) In the event of any voluntary or involuntary    liquidation, dissolution or winding up of the affairs of the Corporation,    the holders of Class B Shares of any series shall be entitled to receive in    full out of the assets of the Corporation, including its capital, before any    amount shall be paid or distributed among the holders of the Common Shares    or any other shares ranking junior to the Class B Shares, the amounts fixed    with respect to shares of such series in accordance with Section 1 of this    Division, plus an amount equal to all dividends accrued and unpaid thereon    to the date of payment of the amount due pursuant to such liquidation,    dissolution or winding up of the affairs of the Corporation. In the event    the net assets of the Corporation legally available therefor are    insufficient to permit the payment upon all outstanding Class A Shares,    Class B Shares and Noncumulative Shares of the full preferential amount to    which they  
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    are respectively entitled, then such net assets shall be distributed ratably    upon all outstanding Class A Shares, Class B Shares and Noncumulative Shares    in proportion to the full preferential amount to which each such share is    entitled.                          (2) After payment to the holders of Class B Shares of    the full preferential amounts as aforesaid, the holders of Class B Shares,    as such, shall have no right or claim to any of the remaining assets of the    Corporation.                     (b) The merger or consolidation of the Corporation into or    with any other corporation, the merger of any other corporation into it, or    the sale, lease or conveyance of all or substantially all the assets of the    Corporation, shall not be deemed to be a dissolution, liquidation or winding    up for the purposes of this Section.                Section 5. VOTING.                     (a) The holders of Class B Shares shall have no voting    rights, except as provided in this Section or required by law.                     (b) (1) If, and so often as, the Corporation shall be in    default in the payment of dividends on any series of Class B Shares at the    time outstanding, whether or not earned or declared, for a number of    consecutive dividend payment periods which in the aggregate contain at least    540 days, all holders of Class B Shares, voting separately as a class,    together with all Class A Shares and Noncumulative Shares upon which like    voting rights have been conferred and are exercisable under the    circumstances described in Subsection 5(c), shall be entitled to elect, as    herein provided, a total of two members of the Board of Directors of the    Corporation; provided, however, that the holders of such Class B Shares    shall not exercise such special class voting rights except at meetings of    such shareholders for the election of directors at which the holders of not    less than 50% of such Class B Shares are present in person or by proxy; and    provided further, that the special class voting rights provided for in this    paragraph when the same shall have become vested shall remain so vested    until all accrued and unpaid dividends on such Class B Shares then    outstanding shall have been paid or declared and a sum sufficient therefor    set aside for payment, whereupon the holders of such Class B Shares shall be    divested of their special class voting rights in respect of subsequent    elections of directors, subject to the revesting of such special class    voting rights in the event above specified in this paragraph.                         (2) In the event of default entitling holders of Class B    Shares to elect two directors as specified in paragraph (1) of this    Subsection, a special meeting of such holders for the purpose of electing    such directors shall be called by the Secretary of the Corporation upon    written request of, or may be called by, the holders of record of at least    10% of the Class B Shares upon which such default in the payment of    dividends exists and notice thereof shall be given in the same manner as    that required for the annual meeting of shareholders; provided, however,    that the Corporation shall not be required to call such special meeting if    the annual meeting of shareholders shall be called to be held within 90 days    after the date of receipt of the foregoing written request from the holders    of Class B Shares. At any meeting at which such holders of Class B Shares    shall be entitled to elect directors, holders of 50% of such Class B Shares,    present in person or by proxy, shall be sufficient to constitute a quorum,    and the vote of the holders of a majority of such shares so present at any    such meeting at which there shall be  
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    such a quorum shall be sufficient to elect the members of the Board of    Directors which such holders of Class B Shares are entitled to elect as    herein provided. Notwithstanding any provision of these Second Articles of    Incorporation, as amended, or the Code of Regulations of the Corporation or    any action taken by the holders of any class of shares fixing the number of    directors of the Corporation, the two directors who may be elected by such    holders of Class B Shares pursuant to this Subsection shall serve in    addition to any other directors then in office or proposed to be elected    otherwise than pursuant to this Subsection. Nothing in this Subsection shall    prevent any change otherwise permitted in the total number of or    classifications of directors of the Corporation nor require the resignation    of any director elected otherwise than pursuant to this Subsection.    Notwithstanding any classification of the other directors of the    Corporation, the two directors elected by such holders of Class B Shares    shall be elected annually for terms expiring at the next succeeding annual    meeting of shareholders.                          (3) Upon any divesting of the special class voting    rights of the holders of the Class B Shares in respect of elections of    directors as provided in this Subsection, the terms of office of all    directors then in office elected by such holders shall terminate immediately    thereupon. If the office of any director elected by such holders voting as a    class becomes vacant by reason of death, resignation, removal from office or    otherwise, the remaining director elected by such holders voting as a class    may elect a successor who shall hold office for the unexpired term in    respect of which such vacancy occurred.                     (c) If at any time when the holders of Class B Shares are    entitled to elect directors pursuant to the foregoing provisions of this    Section the holders of any Class A Shares or Noncumulative Shares are    entitled to elect directors pursuant hereto by reason of any default in the    payment of dividends thereon, then the voting rights of the Class A Shares,    the Class B Shares and the Noncumulative Shares then entitled to vote shall    be combined (with class of shares having a number of votes proportional to    the aggregate liquidation preference of its outstanding shares). In such    case, the holders of Class B Shares and of all such other shares then    entitled so to vote, voting as a class, shall elect such directors. If the    holders of any such other shares have elected such directors prior to the    happening of the default or event permitting the holders of Class B Shares    to elect directors, or prior to a written request for the holding of a    special meeting being received by the Secretary of the Corporation as    required above, then a new election shall be held with all such other shares    and the Class B Shares voting together as a single class for such directors,    resulting in the termination of the term of such previously elected    directors upon the election of such new directors.                     (d) The affirmative vote of the holders of at least    two-thirds of the Class B Shares at the time outstanding, voting separately    as a class, given in person or by proxy either in writing or at a meeting    called for the purpose, shall be necessary to effect either of the    following:                          (1) Any amendment, alteration or repeal, whether by    merger, consolidation or otherwise, of any of the provisions of the Second    Amended and Restated Articles of Incorporation, as amended, or of the Code    of Regulations of the Corporation which affects adversely and materially the    preferences or voting or other rights of the holders of Class B Shares which    are set forth in these Second Amended and Restated Articles of    Incorporation, as amended; provided, however, neither the amendment of these    Second Amended and Restated  
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    Articles of Incorporation, as amended, so as to authorize, create or change    the authorized or outstanding number of Class B Shares or of any shares    ranking on a parity with or junior to the Class B Shares nor the amendment    of the provisions of the Code of Regulations so as to change the number or    classification of directors of the Corporation shall be deemed to affect    adversely and materially preferences or voting or other rights of the    holders of Class B Shares; or                          (2) The authorization, creation or increase in the    authorized number of any shares, or any security convertible into shares, in    either case ranking prior to such Class B Shares.                     (e) In the event, and only to the extent, that (1) Class B    Shares are issued in more than one series and (2) Ohio law permits the    holders of a series of a class of capital stock to vote separately as a    class, the affirmative vote of the holders of at least two-thirds of each    series of Class B Shares at the time outstanding voting separately as a    class, given in person or by proxy either in writing or at a meeting called    for the purpose of voting on such matters, shall be required for any    amendment, alteration or repeal, whether by merger, consolidation or    otherwise, of any of the provisions of these Second Amended and Restated    Articles of Incorporation, as amended, or of the Code of Regulations of the    Corporation which affects adversely and materially the preferences or voting    or other rights of the holders of such series which are set forth in these    Second Amended and Restated Articles of Incorporation, as amended; provided,    however, neither the amendment of these Second Amended and Restated Articles    of Incorporation, as amended, so as to authorize, create or change the    authorized or outstanding number of Class B Shares or of any shares    remaining on a parity with or junior to the Class B Shares nor the amendment    of the provisions of the Code of Regulations so as to change the number of    classification of directors of the Corporation shall be deemed to affect    adversely and materially preferences or voting or other rights of the    holders of such series.           III. THE NONCUMULATIVE PREFERRED SHARES. The Noncumulative Preferred    Shares shall have the following express terms:                Section 1. Series. The Noncumulative Shares may be issued from    time to time in one or more series. All Noncumulative Shares shall be of    equal rank and shall be identical, except in respect of the matters that may    be fixed by the Board of Directors as hereinafter provided, and each share    of a series shall be identical with all other shares of such series, except    as to the dates on which and the periods for which dividends may be payable.    All Noncumulative Shares shall rank on a parity with the Class A Shares and    the Class B Shares and shall be identical to all Class A Shares and Class B    Shares except (1) in respect of the matters that may be fixed by the Board    of Directors as provided in clauses (a) through (i), inclusive, of this    Section 1 and (2) only dividends on the Noncumulative Shares are    noncumulative as set forth herein. Subject to the provisions of Sections 2    through 5, both inclusive, and Item 4 of this Division, which provisions    shall apply to all Noncumulative Shares, the Board of Directors hereby is    authorized to cause such shares to be issued in one or more series and with    respect to each such series to determine and fix prior to the issuance    thereof (and thereafter, to the extent provided in clause (b) of this    Section) the following:                     (a) The designation of the series, which may be by    distinguishing number, letter or title;  
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                   (b) The authorized number of shares of the series, which    number the Board of Directors may (except where otherwise provided in the    creation of the series) increase or decrease from time to time before or    after the issuance thereof (but not below the number of shares thereof then    outstanding);                     (c) The dividend rate or rates of the series, including the    means by which such rates may be established;                     (d) The dates on which and the period or periods for which    dividends, if declared, shall be payable, including the means by which such    dates and periods may be established;                     (e) The redemption rights and price or prices, if any, for    shares of the series;                     (f) The terms and amount of the sinking fund, if any, for the    purchase or redemption of shares of the series;                     (g) The amounts payable on shares of the series in the event    of any voluntary or involuntary liquidation, dissolution or winding up of    the affairs of the Corporation;                     (h) Whether the shares of the series shall be convertible    into Common Shares or shares of any other class and, if so, the conversion    rate or rates or price or prices, any adjustments thereof and all other    terms and conditions upon which such conversion may be made; and                     (i) Restrictions (in addition to those set forth in    Subsection 5(d) or 5(e) of this Section III) on the issuance of shares of    the same series or of any other class or series.                The Board of Directors is authorized to adopt from time to time    amendments to the Second Amended and Restated Articles of Incorporation, as    amended, fixing, with respect to each such series, the matters described in    clauses (a) through (i), both inclusive, of this Section and is authorized    to take such actions with respect thereto as may be required by law in order    to effect such amendments.                Section 2. DIVIDENDS.                     (a) The holders of Noncumulative Shares of each series, in    preference to the holders of Common Shares and of any other class of shares    ranking junior to the Noncumulative Shares, shall be entitled to receive out    of any funds legally available therefor, if, when and as declared by the    Board of Directors, dividends in cash at the rate or rates for such series    fixed in accordance with the provisions of Section 1 above and no more,    payable on the dates fixed for such series. Such dividends shall accrue, in    the case of shares of each particular series, from and after the date or    dates fixed with respect to such series; provided, however, that if the    Board of Directors fails to declare a dividend payable on a dividend payment    date on any Noncumulative Shares, the holders of the Noncumulative Shares    shall have no right to receive a dividend in respect of the dividend period    ending on such dividend payment date, and the  
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    Corporation shall have no obligation to pay the dividend accrued for such    period, whether or not dividends on such Noncumulative Shares are declared    payable on any future dividend payment date. No dividends shall be paid upon    or declared or set apart for any series of the Noncumulative Shares for any    dividend period unless at the same time (i) a like proportionate dividend    for the then current dividend period, ratably in proportion to the    respective annual dividend rates fixed therefor, shall have been paid upon    or declared or set apart for all Noncumulative Shares of all series then    issued and outstanding and entitled to receive such dividend and (ii) the    dividends payable for the dividend periods terminating on the same or any    earlier date, ratably in proportion to the respective dividend rates fixed    therefor, shall have been paid upon or declared or set apart for all Class A    Shares and Class B Shares then issued and outstanding and entitled to    receive such dividends.                     (b) So long as any Noncumulative Shares shall be outstanding    no dividend, except a dividend payable in Common Shares or other shares    ranking junior to the Noncumulative Shares, shall be paid or declared or any    distribution be made, except as aforesaid, in respect of the Common Shares    or any other shares ranking junior to the Noncumulative Shares, nor shall    any Common Shares or any other shares ranking junior to the Noncumulative    Shares be purchased, retired or otherwise acquired by the Corporation,    except out of the proceeds of the sale of Common Shares or other shares of    the Corporation ranking junior to the Noncumulative Shares received by the    Corporation subsequent to the date of first issuance of Noncumulative Shares    of any series, unless:                          (1) All accrued and unpaid dividends on Class A Shares    and Class B Shares including the full dividends for all current dividend    periods, shall have been declared and paid or a sum sufficient for payment    thereof set apart;                          (2) All unpaid dividends on Noncumulative Shares for the    then current dividend period shall have been declared and paid or a sum    sufficient for payment therefor set apart; and                          (3) There shall be no arrearages with respect to the    redemption of Class A Shares, Class B Shares or Noncumulative Shares of any    series from any sinking fund provided for shares of such series in    accordance with the provisions of Section 1 of this Division.                     (c) The foregoing restrictions on the payment of dividends or    other distributions on, or on the purchase, redemption retirement or other    acquisition of, Common Shares or any other shares ranking on a parity with    or junior to the Noncumulative Shares shall be inapplicable to (i) any    payments in lieu of issuance of fractional shares thereof, whether upon any    merger, conversion, stock dividend or otherwise, (ii) the conversion of    Class A Shares, Class B Shares or Noncumulative Shares into Common Shares or    (iii) the exercise by the Corporation of its rights pursuant to Section V(d)    of this Division A, Section 4(d) of Division B or any similar Section    hereafter contained in these Second Amended and Restated Articles of    Incorporation with respect to any other class or series of capital stock    hereafter created or authorized.                     (d) If, for any taxable year, the Corporation elects to    designate as “capital gain dividends” (as defined in Section 857 of the    Code), any portion (the “Capital Gains  
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    Amount”) of the dividends paid or made available for the year to holders of    all classes of stock (the “Total Dividends”), then the portion of the    Capital Gains Amount that shall be allocable to holders of the Noncumulative    Shares shall be the amount that the total dividends paid or made available    to the holders of the Noncumulative Shares for the year bears to the Total    Dividends.                Section 3. REDEMPTION.                     (a) Subject to the express terms of each series, the    Corporation:                          (1) May, from time to time at the option of the Board of    Directors, redeem all or any part of any redeemable series of Noncumulative    Shares at the time outstanding at the applicable redemption price for such    series fixed in accordance with the provisions of Section 1 of this    Division; and                          (2) Shall, from time to time, make such redemptions of    each series of Noncumulative Shares as may be required to fulfill the    requirements of any sinking fund provided for shares of such series at the    applicable sinking fund redemption price fixed in accordance with the    provisions of Section 1 of this Division; and shall in each case pay all    unpaid dividends for the then current dividend period to the redemption    date.                     (b) (1) Notice of every such redemption shall be mailed,    postage prepaid, to the holders of record of the Noncumulative Shares to be    redeemed at their respective addresses then appearing on the books of the    Corporation, not less than 30 days nor more than 60 days prior to the date    fixed for such redemption, or such other time prior thereto as the Board of    Directors shall fix for any series pursuant to Section 1 of this Division    prior to the issuance thereof. At any time after notice as provided above    has been deposited in the mail, the Corporation may deposit the aggregate    redemption price of Noncumulative Shares to be redeemed, together with    accrued and unpaid dividends thereon for the then current dividend period to    the redemption date, with any bank or trust company in Cleveland, Ohio, or    New York, New York, having capital and surplus of not less than    $100,000,000, named in such notice and direct that there be paid to the    respective holders of the Noncumulative Shares so to be redeemed amounts    equal to the redemption price of the Noncumulative Shares so to be redeemed    together with such accrued and unpaid dividends thereon for the then current    dividend period, on surrender of the share certificate or certificates held    by such holders; and upon the deposit of such notice in the mail and the    making of such deposit of money with such bank or trust company, such    holders shall cease to be shareholders with respect to such shares; and from    and after the time such notice shall have been so deposited and such deposit    of money shall have been so made, such holders shall have no rights or claim    against the Corporation with respect to such shares, except only the right    to receive such money from such bank or trust company without interest or to    exercise before the redemption date any unexpired privileges of conversion.    In the event less than all of the outstanding Noncumulative Shares are to be    redeemed, the Corporation shall select by lot the shares so to be redeemed    in such manner as shall be prescribed by the Board of Directors.                          (2) If the holders of Noncumulative Shares which have    been called for redemption shall not within six years after such deposit    claim the amount deposited for the redemption thereof, any such bank or    trust company shall, upon demand, pay over to the  
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    Corporation such unclaimed amounts and thereupon such bank or trust company    and the Corporation shall be relieved of all responsibility in respect    thereof and to such holders.                     (c) Any Noncumulative Shares which are (1) redeemed by the    Corporation pursuant to the provisions of this Section, (2) purchased and    delivered in satisfaction of any sinking fund requirements provided for    shares of such series, (3) converted in accordance with the express terms    thereof, or (4) otherwise acquired by the Corporation, shall resume the    status of authorized but unissued Noncumulative Shares without serial    designation.                     (d) Except in connection with the exercise of the    Corporation’s rights pursuant to Section (d) of Item V of this Division A,    Section 4(d) of Division B or any similar Section hereafter contained in    these Second Amended and Restated Articles of Incorporation, as amended,    with respect to any other class or series of capital stock hereafter created    or authorized, the Corporation may not purchase or redeem (for sinking fund    purposes or otherwise) of less than all of the Noncumulative Shares then    outstanding except in accordance with a stock purchase offer made to all    holders of record of Noncumulative Shares, unless all dividends on all    Noncumulative Shares then outstanding for the then current dividend period    shall have been declared and paid or funds therefor set apart and all    accrued sinking fund obligations applicable thereto shall have been complied    with.                Section 4. LIQUIDATION.                     (a) (1) In the event of any voluntary or involuntary    liquidation, dissolution or winding up of the affairs of the Corporation,    the holders of Noncumulative Shares of any series shall be entitled to    receive in full out of the assets of the Corporation, including its capital,    before any amount shall be paid or distributed among the holders of the    Common Shares or any other shares ranking junior to the Noncumulative    Shares, the amounts fixed with respect to shares of such series in    accordance with Section 1 of this Division, plus an amount equal to all    dividends accrued and unpaid thereon for the then current dividend period to    the date of payment of the amount due pursuant to such liquidation,    dissolution or winding up of the affairs of the Corporation. In the event    the net assets of the Corporation legally available therefor are    insufficient to permit the payment upon all outstanding Class A Shares,    Class B Shares and Noncumulative Shares of the full preferential amount to    which they are respectively entitled, then such net assets shall be    distributed ratably upon all outstanding Noncumulative Shares in proportion    to the full preferential amount to which each such share is entitled.                          (2) After payment to the holders of Noncumulative Shares    of the full preferential amounts as aforesaid, the holders of Noncumulative    Shares, as such, shall have no right or claim to any of the remaining assets    of the Corporation.                     (b) The merger or consolidation of the Corporation into or    with any other Corporation, the merger of any other Corporation into it, or    the sale, lease or conveyance of all or substantially all the assets of the    Corporation, shall not be deemed to be a dissolution, liquidation or winding    up for the purposes of this Section.                Section 5. VOTING.  
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                   (a) The holders of Noncumulative Shares shall have no voting    rights, except as provided in this Section or required by law.                     (b) (1) If, and so often as, the Corporation shall not have    fully paid, or shall not have declared and set aside a sum sufficient for    the payment of, dividends on any series of Noncumulative Shares at the time    outstanding, for a number of consecutive dividend payment periods which in    the aggregate contain at least 540 days, the holders of such Noncumulative    Shares, voting separately as a class, together with all Class A Shares and    Class B Shares upon which like voting rights have been conferred and are    exercisable, shall be entitled to elect, as herein provided, two members of    the Board of Directors of the Corporation; provided, however, that the    holders of such Noncumulative Shares shall not exercise such special class    voting rights except at meetings of such shareholders for the election of    directors at which the holders of not less than 50% of such Noncumulative    Shares are present in person or by proxy; and provided further, that the    special class voting rights provided for in this paragraph when the same    shall have become vested shall remain so vested until the Corporation shall    have fully paid, or shall have set aside a sum sufficient for the payment    of, dividends on such Noncumulative Shares then outstanding for a number of    consecutive dividend payment periods which in the aggregate contain at least    360 days, whereupon the holders of such Noncumulative Shares shall be    divested of their special class voting rights in respect of subsequent    elections of directors, subject to the revesting of such special class    voting rights in the event above specified in this paragraph.                          (2) In the event of default entitling holders of    Noncumulative Shares to elect two directors as specified in paragraph (1) of    this Subsection, a special meeting of such holders for the purpose of    electing such directors shall be called by the Secretary of the Corporation    upon written request of, or may be called by, the holders of record of at    least 10% of the Noncumulative Shares upon which such default in the payment    of dividends exists and notice thereof shall be given in the same manner as    that required for the annual meeting of shareholders; provided, however,    that the Corporation shall not be required to call such special meeting if    the annual meeting of shareholders shall be called to be held within 90 days    after the date of receipt of the foregoing written request from the holders    of Noncumulative Shares. At any meeting at which such holders of    Noncumulative Shares shall be entitled to elect directors, holders of 50% of    such Noncumulative Shares, present in person or by proxy, shall be    sufficient to constitute a quorum, and the vote of the holders of a majority    of such shares so present at any such meeting at which there shall be such a    quorum shall be sufficient to elect the members of the Board of Directors    which such holders of Noncumulative Shares are entitled to elect as herein    provided. Notwithstanding any provision of these Second Amended and Restated    Articles of Incorporation, as amended, or the Code of Regulations of the    Corporation or any action taken by the holders of any class of shares fixing    the number of directors of the Corporation, the two directors who may be    elected by such holders of Noncumulative Shares pursuant to this Subsection    shall serve in addition to any other directors then in office or proposed to    be elected otherwise than pursuant to this Subsection. Nothing in this    Subsection shall prevent any change otherwise permitted in the total number    of or classifications of directors of the Corporation nor require the    resignation of any director elected otherwise than pursuant to this    Subsection. Notwithstanding any classification of the other directors of the    Corporation, the two directors elected by such holders of Noncumulative    Shares shall be elected annually for terms expiring at the next succeeding    annual meeting of shareholders.  
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                        (3) Upon any divesting of the special class voting    rights of the holders of the Noncumulative Shares in respect of elections of    directors as provided in this Subsection, the terms of office of all    directors then in office elected by such holders shall terminate immediately    thereupon. If the office of any director elected by such holders voting as a    class becomes vacant by reason of death, resignation, removal from office or    otherwise, the remaining director elected by such holders voting as a class    may elect a successor who shall hold office for the unexpired term in    respect of which such vacancy occurred.                     (c) If at any time when the holders of Noncumulative Shares    are entitled to elect directors pursuant to the foregoing provisions of this    Section the holders of any Class A Shares or Class B Shares are entitled to    elect directors pursuant hereto by reason of any default in the payment of    dividends thereon, then the voting rights of the Class A Shares, Class B    Shares and Noncumulative Shares then entitled to vote shall be combined    (with class of shares having a number of votes proportional to the aggregate    liquidation preference of its outstanding shares). In such case, the holders    of Noncumulative Shares and of all such other shares then entitled so to    vote, voting as a class, shall elect such directors. If the holders of any    such other shares have elected such directors prior to the happening of the    default or event permitting the holders of Noncumulative Shares to elect    directors, or prior to a written request for the holding of a special    meeting being received by the Secretary of the Corporation as required    above, then a new election shall be held with all such other shares and the    Noncumulative Shares voting together as a single class for such directors,    resulting in the termination of the term of such previously elected    directors upon the election of such new directors.                     (d) The affirmative vote of the holders of at least    two-thirds of the Noncumulative Shares at the time outstanding, voting    separately as a class, given in person or by proxy either in writing or at a    meeting called for the purpose, shall be necessary to effect either of the    following:                          (1) Any amendment, alteration or repeal, whether by    merger, consolidation or otherwise, of any of the provisions of the Second    Amended and Restated Articles of Incorporation, as amended, or of the Code    of Regulations of the Corporation which affects adversely and materially the    preferences or voting or other rights of the holders of Noncumulative Shares    which are set forth in these Second Amended and Restated Articles of    Incorporation, as amended; provided, however, neither the amendment of these    Second Amended and Restated Articles of Incorporation, as amended, so as to    authorize, create or change the authorized or outstanding number of    Noncumulative Shares or of any shares ranking on a parity with or junior to    the Noncumulative Shares nor the amendment of the provisions of the Code of    Regulations so as to change the number or classification of directors of the    Corporation shall be deemed to affect adversely and materially preferences    or voting or other rights of the holders of Noncumulative Shares; or                          (2) The authorization, creation or increase in the    authorized number of any shares, or any security convertible into shares, in    either case ranking prior to such Noncumulative Shares.                     (e) In the event, and only to the extent, that    (1) Noncumulative Shares are issued in more than one series and (2) Ohio law    permits the holders of a series of a class of  
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    capital stock to vote separately as a class, the affirmative vote of the    holders of at least two-thirds of each series of the Noncumulative Shares at    the time outstanding, voting separately as a class, given in person or by    proxy either in writing or at a meeting called for the purpose of voting on    such matters, shall be required for any amendment, alteration or repeal,    whether by merger, consolidation or otherwise, of any of the provisions of    these Second Amended and Restated Articles of Incorporation, as amended, or    of the Code of Regulations of the Corporation which affects adversely and    materially the preferences or voting or other rights of the holders of such    series which are set forth in these Second Amended and Restated Articles of    Incorporation, as amended; provided, however, neither the amendment of these    Second Amended and Restated Articles of Incorporation, as amended, so as to    authorize, create or change the authorized or outstanding number of    Noncumulative Shares or of any shares remaining on a parity with or junior    to the Noncumulative Shares nor the amendment of the provisions of the Code    of Regulations so as to change the number or classification of directors of    the Corporation shall be deemed to affect adversely and materially    preferences or voting or other rights of the holder of such series.           IV. DEFINITIONS. For the purposes of this Division:                     (a) Whenever reference is made to shares “ranking prior to”    Class A Shares, Class B Shares or Noncumulative Shares, such reference shall    mean and include all shares of the Corporation in respect of which the    rights of the holders thereof as to the payment of dividends or as to    distributions in the event of a voluntary or involuntary liquidation,    dissolution or winding up of the affairs of the Corporation are given    preference over the rights of the holders of Class A Shares, Class B Shares    or Noncumulative Shares, as the case may be;                     (b) Whenever reference is made to shares “on a parity with”    Class A Shares, Class B Shares or Noncumulative Shares, such reference shall    mean and include all shares of the Corporation in respect of which the    rights of the holders thereof as to the payment of dividends or as to    distributions in the event of a voluntary or involuntary liquidation,    dissolution or winding up of the affairs of the Corporation rank equally    (except as to the amounts fixed therefor) with the rights of the holders of    Class A Shares, Class B Shares or Noncumulative Shares, as the case may be;    and                     (c) Whenever reference is made to shares “ranking junior to”    Class A Shares, Class B Shares or Noncumulative Shares, such reference shall    mean and include all shares of the Corporation other than those defined    under Subsections (a) and (b) of this Section as shares “ranking prior to”    or “on a parity with” Class A Shares, Class B Shares or Noncumulative    Shares, as the case may be.           V. RESTRICTIONS ON TRANSFER TO PRESERVE TAX BENEFIT; SHARES SUBJECT TO    REDEMPTION.                (a) DEFINITIONS. For the purposes of this Item V of this Division    A of this Article FOURTH, the following terms shall have the following    meanings:                     “Beneficial Ownership” shall mean ownership of Preferred    Shares by a Person who would be treated as an owner of such Preferred Shares    either directly or  
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    constructively through the application of Section 544 of the Code, as    modified by Section 856(h) of the Code. The terms “Beneficial Owner,”    “Beneficially Owns” and “Beneficially Owned” shall have the correlative    meanings.                     “Code” shall mean the Internal Revenue Code of 1986, as    amended from time to time.                     “Constructive Ownership” shall mean ownership of Preferred    Shares by a Person who would be treated as an owner of such Preferred Shares    either directly or constructively through the application of Section 318 of    the Code, as modified by Section 856(d)(5) of the Code.                     The terms “Constructive Owner,” “Constructively Owns” and    “Constructively Owned” shall have the correlative meanings.                     “Excess Preferred Shares” shall mean any Preferred Shares (i) acquired    or proposed to be acquired by any Person pursuant to a Transfer to the    extent that, if effective, such Transfer would result in the transferee    either Beneficially Owning Preferred Shares or Constructively Owning    Preferred Shares in excess of the Ownership Limit, or (ii) which are the    subject of a Transfer that, if effective, which would result in the    Corporation being “closely held” within the meaning of Section 856(h) of the    Code.                     “Market Price” shall mean, with respect to any series of any    class of Preferred Shares, the last reported sales price of such series    reported on the New York Stock Exchange on the trading day immediately    preceding the relevant date or, if shares of such series are not then traded    on the New York Stock Exchange, the last reported sales price of shares of    such series on the trading day immediately preceding the relevant date as    reported on any exchange or quotation system over which the shares of such    series may be traded, or if shares of such series are not then traded over    any exchange or quotation system, then the market price of shares of such    series on the relevant date as determined in good faith by the Board of    Directors of the Corporation.                     “Ownership Limit” shall mean, with respect to each series of    each class of Preferred Shares, 9.8% of the outstanding shares of such    series.                     “Person” shall mean an individual, corporation, partnership,    estate, trust (including a trust qualified under Section 401(a) or    501(c)(17) of the Code), a portion of a trust permanently set aside for or    to be used exclusively for the purposes described in Section 642(c) of the    Code, an association, a private foundation within the meaning of Section    509(a) of the Code, a joint stock company, other entity or a group as that    term is used for purposes of Section 13(d)(3) of the Securities Exchange Act    of 1934, as amended; provided, however, that a “person” does not mean an    underwriter which participates in a public offering of Preferred Shares, for    a period of 35 days following the purchase by such underwriter of such    Preferred Shares.                     “Preferred Shares” shall mean, collectively, Class A Shares,    Class B Shares and Noncumulative Shares.  
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                   “REIT” shall mean a Real Estate Investment Trust under    Section 856 of the Code.                     “Transfer” shall mean any sale, transfer, gift, assignment,    devise or other disposition of Preferred Shares (including, without    limitation, (i) the granting of any option or entering in to any agreement    for the sale, transfer or other disposition of Preferred Shares or (ii) the    sale, transfer, assignment or other disposition of any securities or rights    convertible into or exchangeable for Preferred Shares), whether voluntary or    involuntary, whether of record or beneficially and whether by operation of    law or otherwise.                (b) RESTRICTIONS ON TRANSFERS.           (i) Except as provided in Section (h) of Item V of this Division A of    this Article FOURTH, no Person shall Beneficially Own or Constructively Own    shares of any series of any class of Preferred Shares in excess of the    Ownership Limit applicable to such series.           (ii) Except as provided in Section (h) of Item V of this Division A of    this Article FOURTH, any Transfer that, if effective, would result in any    Person Beneficially Owning shares of any series of any class of Preferred    Shares in excess of the Ownership Limit applicable to such series shall be    void AB INITIO as to the Transfer of such Preferred Shares which would be    otherwise Beneficially Owned by such Person in excess of such Ownership    Limit, and the intended transferee shall acquire no rights in such Preferred    Shares.           (iii) Except as provided in Section (h) of Item V of this Division A of    this Article FOURTH, any Transfer that, if effective, would result in any    Person Constructively Owning shares of any series of any class of Preferred    Shares in excess of the Ownership Limit applicable to such series shall be    void AB INITIO as to the Transfer of such Preferred Shares which would be    otherwise Constructively Owned by such Person in excess of such amount, and    the intended transferee shall acquire no rights in such Preferred Shares.           (iv) Notwithstanding any other provisions contained in this Item V, any    Transfer (whether or not such Transfer is the result of a transaction    entered into through the facilities of the New York Stock Exchange) or other    event that, if effective, would result in the Corporation being “closely    held” within the meaning of Section 856(h) of the Code, or would otherwise    result in the Corporation failing to qualify as a REIT (including, but not    limited to, a Transfer or other event that would result in the Corporation    owning (directly or Constructively) an interest in a tenant that is    described in Section 856(d)(2)(B) of the Code if the income derived by the    Corporation from such tenant would cause the Corporation to fail to satisfy    any of the gross income requirement of Section 856(c) of the Code) shall be    void AB INITIO as to the Transfer of the Preferred Shares or other event    which would cause the Corporation to be “closely held” within the meaning of    Section 856(h) of the Code or would otherwise result in the Corporation    failing  
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    to qualify as a REIT; and the intended transferee or owner or Constructive    or Beneficial Owner shall acquire or retain no rights in such Preferred    Shares.           (v) For purposes of construing the foregoing provisions, any attempt to    transfer Preferred Shares in violation of the Ownership Limit applicable to    the series of the class of such Preferred Shares (as such Ownership Limit    may be modified by the Board of Directors pursuant to Section (h) of Item V)    shall be construed as causing such Preferred Shares to be transferred by    operation of law to the Corporation as trustee of a trust for the exclusive    benefit of the person or persons to whom such Preferred Shares can    ultimately be transferred without violating the Ownership Limit and any    Excess Preferred Shares while held in such trust shall not have any voting    rights, shall not be considered for purposes of any shareholder vote or for    determining a quorum for such a vote, and shall not be entitled to any    dividends or other distributions.                (c) REMEDIES FOR BREACH. If the Board of Directors or its    designees shall at any time determine in good faith that a Transfer has    taken place in violation of Section (b) of Item V of this Division A of this    Article FOURTH or that a Person intends to acquire or has attempted to    acquire beneficial ownership (determined without reference to any rules of    attribution), Beneficial Ownership or Constructive Ownership of any    Preferred Shares of the Corporation in violation of Section (b) of Item V of    this Division A of this Article FOURTH, or that any such Transfer, intended    or attempted acquisition or acquisition would jeopardize the status of the    Company as a REIT under the Code, the Board of Directors or its designees    shall take such actions as it deems advisable to refuse to give effect or to    prevent such Transfer, including, but not limited to, refusing to give    effect to such Transfer on the books of the Corporation or instituting    proceedings to enjoin such Transfer and, in addition, exercising its rights    under Section (d) of Item V of this Division A of Article FOURTH.                (d) PURCHASE RIGHT IN EXCESS PREFERRED SHARES. Beginning on the    date of the occurrence of a Transfer which, if consummated, in the good    faith judgment of the Board of Directors of the Corporation, could result in    Excess Preferred Shares, such Excess Preferred Shares shall be deemed to    have been offered for sale to the Corporation, or its designee, at a price    per share equal to the lesser of (i) the price per share in the transaction    that created such Excess Preferred Shares (or, in the case of a devise or    gift, the Market Price at the time of such devise or gift) and (ii) the    Market Price on the date the Corporation, or its designee, accepts such    offer. The Corporation shall have the right to accept such offer for a    period of 90 days after the later of (i) the date of such Transfer and    (ii) if the Corporation does not receive a notice of such Transfer pursuant    to Section (e) of Item V of this Division A of this Article FOURTH, the date    the Board of Directors determines in good faith that such Transfer has    occurred. Prompt payment of the purchase price shall be made in such    reasonable manner as may be determined by the Corporation. From and after    the date fixed for purchase by the Corporation, and so long as payment of    the purchase price for the Excess Preferred Shares to be so purchased shall    have been made or duly provided for, the holder of any Excess Preferred    Shares so called for purchase shall cease to be entitled to dividends,    distributions, voting rights and other benefits with respect to such Excess    Preferred Shares, excepting only the right to payment of the purchase price    fixed as aforesaid. Any dividend or distribution paid to a proposed    transferee of Excess Preferred Shares prior to the discovery by the    Corporation that the  
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    Excess Preferred Shares have been transferred in violation of Section (b) of    Item V of this Division A of this Article FOURTH shall be repaid to the    Corporation upon demand. If the foregoing provisions are determined to be    void or invalid by virtue of any legal decision, statute, rule or    regulation, then the intended transferee of such Excess Preferred Shares    shall be deemed, at the option of the Corporation, to have acted as agent on    behalf of the Corporation in acquiring such Excess Preferred Shares and to    hold such Excess Preferred Shares on behalf of the Corporation.                (e) NOTICE OF RESTRICTED TRANSFER. Any Person who acquires or    attempts to acquire Preferred Shares or other securities in violation of    subparagraph (b) of this Item V, or any Person who owns or will own Excess    Preferred Shares as a result of an event under clause (b) of this Item V,    shall immediately give written notice to the Corporation of such event and    shall provide to the Corporation such other information as the Corporation    may request in order to determine the effect, if any, of such Transfer or    attempted Transfer or other event on the Corporation’s status as a REIT.                (f) OWNERS REQUIRED TO PROVIDE INFORMATION. From and after the    date of the Initial Public Offering:                     (i) every Beneficial Owner of more than 5.0% (or such other    percentage, between 0.5% and 5.0%, as provided in the regulation promulgated    pursuant to the Code) of the outstanding Preferred Shares of the Corporation    shall, within 30 days after January 1 of each year, give written notice to    the Corporation state the name and address of such Beneficial Owner, the    number of shares Beneficially Owned, and description of how such shares are    held. Each such Beneficial Owner shall provide to the Corporation such    additional information as the Corporation may request in order to determine    the effect, if any, of such Beneficial Ownership on the Corporation’s status    as a REIT.                     (ii) each Person who is a Beneficial owner or Constructive    Owner of Preferred Shares and each Person (including the shareholder of    record) who is holding Preferred Shares for a Beneficial Owner or    Constructive Owner shall provide to the Corporation such information that    the Corporation may request, in good faith, in order to determine the    Corporation’s status as a REIT.                (g) REMEDIES NOT LIMITED. Nothing contained in this Division A of    this Article FOURTH shall limit the authority of the Board of Directors to    take such other action as it deems necessary or advisable to protect the    Corporation and the interests of its shareholders by preservation of the    Corporation’s status as a REIT.                (h) AMBIGUITY. In the case of an ambiguity in the application of    any of the provisions of Item V of this Division A of this Article FOURTH,    including any definition contained in Section (a) of Item V, the Board of    Directors shall have the power to determine the application of the    provisions of this Item V with respect to any situation based on the facts    known to it.                (i) EXCEPTIONS.  
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         (i) Subject to Section (b)(iv) of Item V of this Division A, the Board    of Directors may exempt a Person from the Ownership Limit applicable to a    series of a class of Preferred Shares if such Person is not an individual    (other than pension plans described in Section 856(h)(3)) for purposes of    Section 542(a)(2) of the Code if the Board of Directors obtains such    representations and undertakings from such Person as are reasonably    necessary to ascertain that no individual’s Beneficial Ownership of such    Preferred Shares will violate the Ownership Limit, and agrees that any    violation or attempted violation will result in such Preferred Shares in    excess of the Ownership Limit being subject to repurchase by the Corporation    as set forth in Section (d) of Item V of this Division A of this    Article FOURTH.           (ii) The Board of Directors may exempt a Person from the limitation on    such Person Constructively Owning Preferred Shares in excess of the    Ownership Limit applicable to a series of a class of such Preferred Shares    if such Person does not own and represents that it will not own, directly or    constructively (by virtue of the application of Section 318 of the Code, as    modified by Section 856(d)(5) of the Code), more than a 9.8% interest (as    set forth in Section 856(d)(2)(B)) in a tenant of any real property owned or    leased by the Corporation, if the Board of Directors obtains such    representations and undertakings from such Person as are reasonably    necessary to ascertain this fact and agrees that any violation or attempted    violation will result in such Preferred Shares in excess of the Ownership    Limit being deemed to be Excess Preferred Shares and subject to repurchase    by the Corporation as set forth in Section (d) of Item V of this Division A    of this Article FOURTH.           VI. LEGEND. Each certificate for Preferred Shares shall bear the    following legend:                “The Preferred Shares represented by this certificate are subject    to restrictions on transfer for the purpose of the corporation’s maintenance    of its status as a Real Estate Investment Trust under the Internal Revenue    Code of 1986, as amended. Subject to certain provisions of the Corporation’s    Articles of Incorporation, no Person may Beneficially Own or Constructively    Own shares of any series of any class of Preferred Shares in excess of 9.8%    of the outstanding Preferred Shares of such series. Any Person who attempts    to Beneficially Own or Constructively Own shares of any series of any class    of Preferred Shares in excess of the above limitations must immediately    notify the Corporation. All capitalized terms in this legend have the    meanings defined in the Corporation’s Articles of Incorporation, a copy of    which, including the restrictions on transfer, will be sent without charge    to each shareholder who so requests. If the restrictions on transfer are    violated, certain of the Preferred Shares represented hereby may be subject    to repurchase by the Corporation on the terms and conditions set forth in    the Corporation’s Articles of Incorporation.”      DIVISION B                Subject to the terms of the Preferred Shares, the Common Shares    shall have the following express terms:  
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              Section 1. DIVIDEND RIGHTS. The holders of Common Shares shall be    entitled to receive, when, as and if declared by the Board of Directors of    the Corporation, out of the assets of the Corporation which are by law    available therefor, dividends or distributions payable in cash, in property    or in securities of the Corporation.                Section 2. RIGHTS UPON LIQUIDATION. In the event of any voluntary    or involuntary liquidation, dissolution or winding up of, or any    distribution of the assets of, the Corporation, each holder of Common Shares    shall be entitled to receive, ratably with each other holder of Common    Shares, that portion of the assets of the Corporation available for    distribution to its shareholders as the number of Common Shares held by such    holder bears to the total number of Common Shares then outstanding.                Section 3. VOTING RIGHTS. The holders of Common Shares shall be    entitled to vote on all matters (for which holders of Common Shares shall be    entitled to vote thereon) at all meetings of the shareholders of the    Corporation, and shall be entitled to one vote for each Common Share    entitled to vote at such meeting.                Section 4. RESTRICTIONS ON TRANSFER TO PRESERVE TAX BENEFIT;    COMMON SHARES SUBJECT TO REDEMPTION.                (a) DEFINITIONS. For the purposes of this Section 4 of this    Division B of this Article FOURTH, the following terms shall have the    following meanings:                     “Beneficial Ownership” shall mean ownership of Common Shares    by a Person who would be treated as an owner of such Common Shares either    directly or constructively through the application of Section 544 of the    Code, as modified by Section 856(h)(1)(B) of the Code. The terms “Beneficial    Owner,” “Beneficially Owns” and “Beneficially Owned” shall have the    correlative meanings.                     “Code” shall mean the Internal Revenue Code of 1986, as    amended from time to time.                     “Constructive Ownership” shall mean ownership of Common    Shares by a Person who would be treated as an owner of such Common Shares    either directly or constructively through the application of Section 318 of    the Code, as modified by Section 856(d)(5) of the Code. The terms    “Constructive Owner,” “Constructively Owns” and “Constructively Owned” shall    have the correlative meanings.                     “Excess Shares” shall mean any Common Shares (i) acquired or    proposed to be acquired by any Person (other than an Existing Holder)    pursuant to a Transfer to the extent that, if effective, such Transfer would    result in the transferee either (A) Beneficially Owning Common Shares in    excess of the Ownership Limit or (B) Constructively Owning Common Shares in    excess of the Related Party Limit, (ii) acquired or proposed to be acquired    by an Existing Holder pursuant to a Transfer to the extent that, if    effective, such Transfer would result in such Existing Holder Beneficially    Owning Common Shares in excess of the Existing Holder Limit for such    Existing Holder, or (iii) which are the subject of a Transfer that, if    effective, which would result in (A) the Common Shares being owned by fewer    than 100 Persons  
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    (determined without reference to any rules of attribution), or (B) the    Corporation being “closely held” within the meaning of Section 856(h) of the    Code.                “Existing Holder” shall mean (i) Jeffrey I. Friedman, (ii) Susan    Friedman, (iii) Mark L. Milstein, (iv) Robert Milstein, and (v) any Person    to whom an Existing Holder Transfers Beneficial Ownership of Common Shares    causing such transferee to Beneficially Own Common Shares in excess of the    Ownership Limit.                “Existing Holder Limit” (i) for any Existing Holder who is an    Existing Holder by virtue of clause (i), (ii), (iii) or (iv) of the    definition thereof, shall mean, initially, the percentage of the outstanding    Common Shares Beneficially Owned by such Existing Holder upon the    consummation of the Initial Public Offering, and after any adjustment    pursuant to Section (4)(i) of this Division B of this Article FOURTH, shall    mean such percentage of the outstanding Common Shares as so adjusted; and    (ii) for any Existing Holder who becomes an Existing Holder by virtue of    clause (v) of the definition thereof, shall mean, initially, the percentage    of the outstanding Common Shares Beneficially Owned by such Existing Holder    at the time that such Existing Holder becomes an Existing Holder, and after    any adjustment pursuant to Section 4(i) of this Division B of this    Article FOURTH, shall mean such percentage of the outstanding Common Shares    as so adjusted. From and after the date of the Initial Public Offering, the    secretary of the Corporation shall maintain and, upon request, make    available to each Existing Holder, a schedule which sets forth the then    current Existing Holder Limits for each Existing Holder.                “Initial Public Offering” means the sale of Common Shares pursuant    to the Company’s first effective registration statement for such Common    Shares filed under the Securities Act of 1933, as amended.                “Market Price” shall mean the last reported sales price of Common    Shares reported on the New York Stock Exchange on the trading day    immediately preceding the relevant date or, if the Common Shares are not    then traded on the New York Stock Exchange, the last reported sales price of    the Common Shares on the trading day immediately preceding the relevant date    as reported on any exchange or quotation system over which the Common Shares    may be traded, or if the Common Shares are not then traded over any exchange    or quotation system, then the market price of the Common Shares on the    relevant date as determined in good faith by the Board of Directors of the    Corporation.                “Ownership Limit” shall mean 4.0% of the outstanding Common Shares    of the Corporation.                “Person” shall mean an individual, corporation, partnership,    estate, trust (including a trust qualified under Section 401(a) or    501(c)(17) of the Code), a portion of a trust permanently set aside for or    to be used exclusively for the purposes described in Section 642(c) of the    Code, an association, a private foundation within the meaning of Section    509(a) of the Code, a joint stock company, other entity or a group as that    term is used for purposes of Section 13(d)(3) of the Securities Exchange Act    of 1934, as amended; provided, however, that a “person” does not mean an    underwriter which participates in a public offering of the Common  
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    Shares, for a period of 35 days following the purchase by such underwriter    of the Common Shares.                “REIT” shall mean a Real Estate Investment Trust under Section 856    of the Code.                “Related Party Limit” shall mean 9.8% of the outstanding Common    Shares of the Corporation.                “Transfer” shall mean any sale, transfer, gift, assignment, devise    or other disposition of Common Shares (including, without limitation, (i) the    granting of any option or entering in to any agreement for the sale,    transfer or other disposition of Common Shares or (ii) the sale, transfer,    assignment or other disposition of any securities or rights convertible into    or exchangeable for Common Shares), whether voluntary or involuntary,    whether of record or beneficially and whether by operation of law or    otherwise.                (b) RESTRICTIONS ON TRANSFERS.           (i) Except as provided in Section 4(i) of this Division B of this    Article FOURTH, from and after the date of the Initial Public Offering, no    Person (other than an Existing Holder) shall Beneficially Own Common Shares    in excess of the Ownership Limit, no Existing Holder shall Beneficially Own    Common Shares in excess of the Existing Holder Limit for such Existing    Holder and no Person (other than an Existing Holder who Constructively Owns    in excess of 9.8% of the outstanding Common Shares immediately following the    completion of the Initial Public Offering) shall Constructively Own Common    Shares in excess of 9.8% of the outstanding Common Shares.           (ii) Except as provided in Section 4(i) of this Division B of this    Article FOURTH, from and after the date of the Initial Public Offering, any    Transfer that, if effective, would result in any Person (other than an    Existing Holder) Beneficially Owning Common Shares in excess of the    Ownership Limit shall be void AB INITIO as to the Transfer of such Common    Shares which would be otherwise Beneficially Owned by such Person in excess    of the Ownership Limit, and the intended transferee shall acquire no rights    in such Common Shares.           (iii) Except as provided in Section 4(i) of this Division B of this    Article FOURTH, from and after the date of the Initial Public Offering, any    Transfer that, if effective, would result in any Existing Holder    Beneficially Owning Common Shares in excess of the applicable Existing    Holder Limit shall be void AB INITIO as to the Transfer of such Common    Shares which would be otherwise Beneficially Owned by such Existing Holder    in excess of the applicable Existing Holder Limit, and such Existing Holder    shall acquire no rights in such Common Shares.           (iv) Except as provided in Section 4(i) of this Division B of this    Article FOURTH, from and after the date of the Initial Public Offering, any    Transfer that, if effective, would result in any Person Constructively    Owning Common Shares in excess of the Related Party Limit shall be void AB    INITIO as to the Transfer of such Common Shares which would be otherwise    Constructively Owned by such  
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    Person in excess of such amount, and the intended transferee shall acquire    no rights in such Common Shares.           (v) Except as provided in Section 4(i) of this Division B of this    Article FOURTH, from and after the date of the Initial Public Offering, any    Transfer that, if effective, would result in the Common Shares being    beneficially owned by less than 100 Persons (determined without reference to    any rules of attribution) shall be void AB INITIO as to the Transfer of such    Common Shares which would be otherwise beneficially owned by the transferee,    and the intended transferee shall acquire no rights in such Common Shares.           (vi) From and after the date of the Initial Public Offering, any    Transfer that, if effective, would result in the Corporation being “closely    held” within the meaning of Section 856(h) of the Code shall be void AB    INITIO as to the Transfer of the Common Shares which would cause the    Corporation to be “closely held” within the meaning of Section 856(h) of the    Code, and the intended transferee shall acquire no rights in such Common    Shares.                (c) REMEDIES FOR BREACH. If the Board of Directors or its    designees shall at any time determine in good faith that a Transfer has    taken place in violation of Section 4(b) of this Division B of this    Article FOURTH or that a Person intends to acquire or has attempted to    acquire beneficial ownership (determined without reference to any rules of    attribution), Beneficial Ownership or Constructive Ownership of any Common    Shares of the Corporation in violation of Section 4(b) of this Division B of    this Article FOURTH, or that any such Transfer, intended or attempted    acquisition or acquisition would jeopardize the status of the Company as a    REIT under the Code, the Board of Directors or its designees shall take such    actions as it deems advisable to refuse to give effect or to prevent such    Transfer, including, but not limited to, refusing to give effect to such    Transfer on the books of the Corporation or instituting proceedings to    enjoin such Transfer and, in addition, exercising its rights under Section    4(d) of this Division B of this Article FOURTH.                (d) PURCHASE RIGHT IN EXCESS SHARES. Beginning on the date of the    occurrence of a Transfer which, if consummated, in the good faith judgment    of the Board of Directors of the Corporation, could result in Excess Shares,    such Excess Shares shall be deemed to have been offered for sale to the    Corporation, or its designee, at a price per share equal to the lesser of (i) the    price per share in the transaction that created such Excess Shares (or, in    the case of a devise or gift, the Market Price at the time of such devise or    gift) and (ii) the Market Price on the date the Corporation, or its    designee, accepts such offer. The Corporation shall have the right to accept    such offer for a period of ninety days after the later of (i) the date of    such Transfer and (ii) if the Corporation does not receive a notice of such    Transfer pursuant to Section 4(e) of this Division B of this Article FOURTH,    the date the Board of Directors determines in good faith that such Transfer    has occurred. Prompt payment of the purchase price shall be made in such    reasonable manner as may be determined by the Corporation. From and after    the date fixed for purchase by the Corporation, and so long as payment of    the purchase price for the Excess Shares to be so purchased shall have been    made or duly provided for, the holder of any Excess Shares so called for    purchase shall cease to be entitled to dividends, distributions, voting    rights and other benefits with respect to such Excess Shares, excepting only    the right to payment of the purchase  
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    price fixed as aforesaid. Any dividend or distribution paid to a proposed    transferee of Excess Shares prior to the discovery by the Corporation that    the Excess Shares have been transferred in violation of Section 4(b) of this    Division B of this Article FOURTH shall be repaid to the Corporation upon    demand. If the foregoing provisions are determined to be void or invalid by    virtue of any legal decision, statute, rule or regulation, then the intended    transferee of such Excess Shares shall be deemed, at the option of the    Corporation, to have acted as agent on behalf of the Corporation in    acquiring such Excess Shares and to hold such Excess Shares on behalf of the    Corporation.                (e) NOTICE OF RESTRICTED TRANSFER. Any Person who acquires or    intends to acquire shares in violation of Section 4(b) of this Division B of    this Article FOURTH or any Person who is a transferee of Excess Shares shall    immediately give written notice to the Corporation of such event and shall    provide to the Corporation such other information as the Corporation may    request in order to determine the effect, if any, of such Transfer or    intended Transfer on the Corporation’s status as a REIT.                (f) OWNERS REQUIRED TO PROVIDE INFORMATION. From and after the    date of the Initial Public Offering:           (i) every Beneficial Owner of more than 5.0% (or such other percentage,    between 0.5% and 5.0%, as provided in the regulations promulgated pursuant    to the Code) of the outstanding Common Shares of the Corporation shall,    within 30 days after January 1 of each year, give written notice to the    Corporation stating the name and address of such Beneficial Owner, the    number of shares Beneficially Owned, and description of how such shares are    held. Each such Beneficial Owner shall provide to the Corporation such    additional information as the Corporation may request in order to determine    the effect, if any, of such Beneficial Ownership on the Corporation’s status    as a REIT.           (ii) each Person who is a Beneficial Owner or Constructive Owner of    Common Shares and each Person (including the shareholder of record) who is    holding Common Shares for a Beneficial Owner or Constructive Owner shall    provide to the Corporation such information that the Corporation may    request, in good faith, in order to determine the Corporation’s status as a    REIT.                (g) REMEDIES NOT LIMITED. Nothing contained in this Division B of    this Article FOURTH shall limit the authority of the Board of Directors to    take such other action as it deems necessary or advisable to protect the    Corporation and the interests of its shareholders by preservation of the    Corporation’s status as a REIT.                (h) AMBIGUITY. In the case of an ambiguity in the application of    any of the provisions of Section 4 of this Division B of this    Article FOURTH, including any definition contained in Section 4(a), the    Board of Directors shall have the power to determine the application of the    provisions of this Section 4 with respect to any situation based on the    facts known to it.  
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              (i) MODIFICATION OF EXISTING HOLDER LIMITS. Subject to the    provisions of Section 4(k) of this Division B, the Existing Holder Limits    may be modified as follows:           (i) Subject to the limitations provided in Section 4(k), any Existing    Holder may Transfer Common Shares to a Person who is already an Existing    Holder up to the number of Common Shares Beneficially Owned by such    transferor Existing Holder in excess of the Ownership Limit. Any such    Transfer will decrease the Existing Holder Limit for such transferor    Existing Holder and increase the Existing Holder Limit for such transferee    Existing Holder by the percentage of the outstanding Common Shares so    Transferred. The transferor Existing Holder shall give the Board of    Directors of the Corporation prior written notice of any such Transfer.           (ii) Any grant of a stock option pursuant to a stock option plan    approved by the shareholders of the Corporation shall increase the Existing    Holder Limit for the affected Existing Holder to the maximum extent possible    under Section 4(k) to permit the Beneficial Ownership of the Common Shares    issuable upon the exercise of such stock option.           (iii) The Board of Directors may reduce the Existing Holder Limit for    any Existing Holder, with the written consent of such Existing Holder, after    any Transfer permitted in this Section 4 by such Existing Holder to a Person    other than an Existing Holder or after the lapse (without exercise) of a    stock option described in Section 4(i)(ii).           (iv) Any Common Shares issued to an Existing Holder pursuant to a    dividend reinvestment plan adopted by the Corporation shall increase the    Existing Holder Limit for the Existing Holder to the maximum extent possible    under Section 4(k) to permit the Beneficial Ownership of such Common Shares.                (j) MODIFICATION OF OWNERSHIP LIMIT. Subject to the limitations    provided in Section 4(k) of this Division B, the Board of Directors may from    time to time increase the Ownership Limit.                (k) LIMITATIONS ON MODIFICATIONS. Notwithstanding any other    provision of this Division B of this Article FOURTH:           (i) Neither the Ownership Limit nor any Existing Holder Limit may be    increased (nor may any additional Existing Holder Limit be created) if,    after giving effect to such increase (or creation), five Beneficial Owners    of Common Shares (including all of the then Existing Holders) could    Beneficially Own, in the aggregate, more than 49.6% of the outstanding    Common Shares.           (ii) Prior to the modification of any Existing Holder Limit or    Ownership Limit pursuant to Section 4(i) or Section 4(j) of this Division B    of this Article FOURTH, the Board of Directors of the Corporation may    require such opinions of counsel, affidavits, undertakings or agreements as    it may deem  
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    necessary or advisable in order to determine or ensure the Corporation’s    status as a REIT.           (iii) No Existing Holder Limit shall be reduced to a percentage which    is less than the Ownership Limit.           (iv) The Ownership Limit may not be increased to a percentage which is    greater than 9.8%.           (v) The Related Party Limit may not be increased to a percentage which    is greater than 9.8%.                (l) EXCEPTIONS.           (i) The Board of Directors, with a ruling from the Internal Revenue    Service or an opinion of counsel, may exempt a Person from the Ownership    Limits or the Existing Holder Limits, as the case may be, if such Person is    not an individual for purposes of Section 542(a)(2) of the Code and the    Board of Directors obtains such representations and undertakings from such    Person as are reasonably necessary to ascertain that no individual’s    Beneficial Ownership of such Common Shares will violate the Ownership Limit    or the applicable Existing Holder Limit, as the case may be, and agrees that    any violation or attempted violation will result in such Common Shares in    excess of 4.0% of the outstanding Common Shares being deemed to be Excess    Shares and subject to repurchase by the Corporation as set forth in Section    4(d) of this Division B of this Article FOURTH.           (ii) The Board of Directors, with a ruling from the Internal Revenue    Service or an opinion of counsel, may exempt a Person from the limitation on    such Person Constructively Owning Common Shares in excess of the Related    Party Limit if such Person does not own and represents that it will not own,    directly or constructively (by virtue of the application of Section 318 of    the Code, as modified by Section 856(d)(5) of the Code), more than a 9.9%    interest (as set forth in Section 856(d)(2)(B)) in a tenant of any real    property owned or leased by the Corporation, and the Corporation obtains    such representations and undertakings from such Person as are reasonably    necessary to ascertain this fact and agrees that any violation or attempted    violation will result in such Common Shares in excess of 9.8% being deemed    to be Excess Shares and subject to repurchase by the Corporation as set    forth in Section 4(d) of this Division B of this Article FOURTH.                Section 5. LEGEND. Each certificate for Common Shares shall bear    the following legend:                “The Common Shares represented by this certificate are subject to    restrictions on transfer for the purpose of the Corporation’s maintenance of    its status as a Real Estate Investment Trust under the Internal Revenue Code    of 1986, as amended. Subject to certain provisions of the Corporation’s    Articles of Incorporation, no Person may Beneficially Own  
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    Common Shares in excess of 4.0% of the outstanding Common Shares of the    Corporation (unless such Person is an Existing Holder) and no Person (other    than an Existing Holder who Constructively Owns in excess of 9.8% of the    Common Shares immediately following the consummation of the Initial Public    Offering) may Constructively Own Common Shares in excess of 9.8% of the    outstanding Common Shares of the Corporation. Any Person who attempts to    Beneficially Own or Constructively Own Common Shares in excess of the above    limitations must immediately notify the Corporation. All capitalized terms    in this legend have the meanings defined in the Corporation’s Articles of    Incorporation, a copy of which, including the restrictions on transfer, will    be sent without charge to each shareholder who so requests. If the    restrictions on transfer are violated, certain of the Common Shares    represented may be subject to repurchase by the Company on the terms and    conditions set forth in the Corporation’s Articles of Incorporation.”  
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    CERTIFICATE OF AMENDMENT    TO    SECOND AMENDED AND RESTATED    ARTICLES OF INCORPORATION    OF    ASSOCIATED ESTATES REALTY CORPORATION                JEFFREY I. FRIEDMAN, President and Chief Executive Officer, and    MARTIN A. FISHMAN, Secretary, of Associated Estates Realty Corporation, an    Ohio Corporation (the “Company”), do hereby certify that an Action of    Directors Without a Meeting of the Pricing Committee of the Board of    Directors of the Company was duly executed by all members of the Pricing    Committee of the Board of Directors on July 19, 1995 and that the following    resolution to amend the Second Amended and Restated Articles of    Incorporation of the Company was adopted pursuant to said Action of    Directors Without a Meeting by the Pricing Committee of the Board of    Directors of the Company pursuant to the authority of Section 1701.70(B)(1)    and 1701.73(A) of the Ohio Revised Code:                RESOLVED, that the Second Amended and Restated Articles of    Incorporation of the Company be and they hereby are amended by adding at the    end of Division A-I of Article FOURTH thereof a new Section 6 reading as    follows:                SECTION 6. 9 3/4% CLASS A CUMULATIVE REDEEMABLE PREFERRED SHARES.    Of the 3,000,000 authorized Class A Shares, 230,000 shares are designated as    a series entitled “9 3/4% Class A Cumulative Redeemable Preferred Shares”    (hereinafter called “9 3/4% Class A Preferred Shares”). The 9 3/4% Class A    Preferred Shares shall have the express terms set forth in this Division as    being applicable to all Class A Shares as a class and, in addition, the    following express terms applicable to all 9 3/4% Class A Preferred Shares as    a series of Class A Shares:                (a) The annual dividend rate of the 9 3/4% Class A Preferred    Shares shall be 9 3/4% of the liquidation preference of $250.00 per share.                (b) Dividends on the 9 3/4% Class A Preferred Shares shall be    payable, if declared, quarterly on or about the 15th day of March, June,    September, and December each year, the first quarterly dividend being    payable, if declared, on September 15, 1995. The dividends payable for each    full quarterly dividend period on each 9 3/4% Class A Preferred Shares shall    be $6.0938.                Dividends for the initial dividend period on the 9 3/4% Class A    Preferred Shares, or for any period shorter or longer than a full dividend    period on the 9 3/4% Class A Preferred Shares, shall be computed on the    basis of a 360-day year consisting of twelve 30-day months. The aggregate    dividend payable quarterly to each holder of 9 3/4% Class A Preferred Shares    shall be rounded to the nearest one one-hundredth of one cent with $.00005    being rounded upward. Each dividend shall be payable to the holders of    record on such record date, no less than 10 nor more than 30 days preceding    the payment date thereof, as shall be fixed from time to time by the    corporation’s Board of Directors.  
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              (c) Dividends on 9 3/4% Class A Preferred Shares shall be    cumulative as follows:                (1) With respect to shares included in the initial issue of 9 3/4%    Class A Preferred Shares and shares issued any time thereafter up to and    including the record date for the payment of the first dividend on the    initial issue of 9 3/4% Class A Preferred Shares, dividends shall be    cumulative from the date of the initial issue of 9 3/4% Class A Preferred    Shares; and                (2) With respect to shares issued any time after the aforesaid    record date, dividends shall be cumulative from the dividend payment date    next preceding the date of issue of such shares, except that if such shares    are issued during the period commencing the day after the record date for    the payment of a dividend on 9 3/4% Class A Preferred Shares and ending on    the payment date of that dividend, dividends with respect to such shares    shall be cumulative from that dividend payment date.                (d) Except as required to preserve the Company’s status as a real    estate investment trust under the Internal Revenue Code of 1986, as amended,    the 9 3/4% Class A Preferred Shares may not be redeemed prior to July 25,    2000. At any time or from time to time on and after July 25, 2000 the    Company, at its option, may redeem all or any part of the 9 3/4% Class A    Preferred Shares at a redemption price of $250.00 per share plus, in each    case, an amount equal to all dividends accrued and unpaid thereon to the    redemption date. The redemption price (other than the portion thereof    consisting of accrued and unpaid dividends) is payable solely out of the    sale proceeds of other capital shares of the Company, which may include    common shares, preferred shares, depositary shares, interests,    participations or other ownership interests in the Company (however    designated) and any rights (other than debt securities convertible into or    exchangeable for corporate shares), warrants or options to purchase any    thereof.                (e) The amount payable per 9 3/4% Class A Preferred Share in the    event of any voluntary or involuntary liquidation, dissolution or winding up    of the affairs of the corporation shall be $250.00, plus an amount equal to    all dividends accrued and unpaid thereon to the date of payment.                IN WITNESS WHEREOF, we have executed this instrument in one or    more counterparts as of the 21st day of July, 1995.           /S/      JEFFREY I. FRIEDMAN    Jeffrey I. Friedman   President and Chief Executive Officer       /S/      MARTIN A. FISHMAN    Martin A. Fishman   Secretary  
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         CERTIFICATE OF AMENDMENT    TO THE    SECOND AMENDED AND RESTATED    ARTICLES OF INCORPORATION    OF    ASSOCIATED ESTATES REALTY CORPORATION                     Jeffrey I. Friedman, President and Chief Executive Officer,    and Martin A. Fishman, Secretary, of Associated Estates Realty Corporation,    an Ohio Corporation (the “Company”), do hereby certify that at a meeting of    the Board of Directors of the Company held on January 6, 1999, the following    resolution to amend the Second Amended and Restated Articles of    Incorporation, as amended, of the Company was adopted pursuant to the    authority granted by Section 1701.70(B)(1) of the Ohio Revised Code:                     RESOLVED, that the Second Amended and Restated Articles of    Incorporation, as amended, of the Company be, and they hereby are, amended    by adding at the end of Division A-2 of Article FOURTH a new Section 6 that    reads as follows:                     **Section 6. Class B Series I Cumulative Preferred Shares.**                   A. Designation and Amount. Of the 3,000,000 authorized    Class B Shares, 400,000 are designated as a series designated as “Class B    Series I Cumulative Preferred Shares” (the “Series I Preferred Shares”). The    Series I Preferred Shares have the express terms set forth in this Division    as being applicable to all Class B Shares as a class and, in addition, the    following express terms applicable to all Series I Preferred Shares as a    series of Preferred Shares. The number of Series I Preferred Shares may be    increased or decreased by resolution of the Board of Directors and by the    filing of a certificate of amendment pursuant to the provisions of the    General Corporate Law of the State of Ohio stating that such increase or    reduction has been so authorized; however, no decrease shall reduce the    number of Series I Preferred Shares to a number less than that of the    Series I Preferred Shares then outstanding plus the number of Series I    Preferred Shares issuable upon exercise of outstanding rights, options or    warrants or upon conversion of outstanding securities issued by the Company.                     B. Dividends and Distributions.                     (1)(a) Subject to the rights of the holders of any series of    preferred shares (or any similar shares) ranking prior to the Series I    Preferred Shares with respect to dividends, the holders of Series I    Preferred Shares, in preference to the holders of Common Shares and of any    other junior shares, will be entitled to receive, when, as and if declared    by the Board of Directors out of funds legally available for the purpose,    quarterly dividends payable in cash on the fifteenth day of March, June,    September and December in each year (each such date being referred to herein    as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly    Dividend Payment Date after the first issuance of a Series I Preferred Share    or fraction thereof, in an amount per share (rounded to the nearest cent)    equal to the greater of (a) $1.00 or (b) subject to the provisions for    adjustment hereinafter set forth, 1,000 times the aggregate per share amount    of all cash dividends, and 1,000 times the aggregate per share amount    (payable in kind)  
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    of all noncash dividends or other distributions other than a dividend    payable in Common Shares or a subdivision of the outstanding Common Shares    (by reclassification or otherwise), declared on the Common Shares after the    immediately preceding Quarterly Dividend Payment Date, or, with respect to    the first Quarterly Dividend Payment Date, after the first issuance of any    Series I Preferred Share or fraction thereof. The multiple of cash and    noncash dividends declared on the Common Shares to which holders of the    Series I Preferred Shares are entitled, which is 1,000 initially but which    will be adjusted from time to time as hereinafter provided, is hereinafter    referred to as the “Dividend Multiple.” If the Company at any time after    January 6, 1999 (the “Rights Declaration Date”): (i) declares or pays any    dividend on the Common Shares payable in Common Shares, or (ii) effects a    subdivision or combination or consolidation of the outstanding Common Shares    (by reclassification or otherwise than by payment of a dividend in Common    Shares) into a greater or lesser number of Common Shares, then in each such    case the Dividend Multiple thereafter applicable to the determination of the    amount of dividends that holders of Series I Preferred Shares are entitled    to receive will be the Dividend Multiple applicable immediately prior to    that event multiplied by a fraction, the numerator of which is the number of    Common Shares outstanding immediately after that event and the denominator    of which is the number of Common Shares that were outstanding immediately    prior to that event.                     (b) Notwithstanding anything else contained in this paragraph    (1), the Company shall, out of funds legally available for that purpose,    declare a dividend or distribution on the Series I Preferred Shares as    provided in this paragraph (1) immediately after it declares a dividend or    distribution on the Common Shares (other than a dividend payable in Common    Shares); but if no dividend or distribution has been declared on the Common    Shares during the period has been declared on the Common Shares during the    period between any Quarterly Dividend Payment Date and the next subsequent    Quarterly Dividend Payment Date, a dividend of $1.00 per share on the    Series I Preferred Shares shall nevertheless accrue on such subsequent    Quarterly Dividend Payment Date.                     (2) Dividends will begin to accrue and be cumulative on    outstanding Series I Preferred Shares from the Quarterly Dividend Payment    Date next preceding the date of issue of such Series I Preferred Shares,    unless the date of issue of such shares is prior to the record date for the    first Quarterly Dividend Payment Date, in which case dividends on such    shares will begin to accrue from the date of issue of such shares, or unless    the date of issue is a Quarterly Dividend Payment Date or is a date after    the record date for the determination of holders of Series I Preferred    Shares entitled to receive a quarterly dividend and before such Quarterly    Dividend Payment Date, in either of which events such dividends will begin    to accrue and be cumulative from such Quarterly Dividend Payment Date.    Accrued but unpaid dividends will not bear interest. Dividends paid on the    Series I Preferred Shares in an amount less than the total amount of such    dividends at the time accrued and payable on such shares will be allocated    pro rata on a share-by-share basis among all such shares at the time    outstanding. The Board of Directors may fix in accordance with applicable    law a record date for the determination of holders of Series I Preferred    Shares entitled to receive payment of a dividend or distribution declared    thereon, which record date will be not more than such number of days prior    to the date fixed for the payment thereof as may be allowed by applicable    law.                     C. Reacquired Shares. Any Series I Preferred Shares    purchased or otherwise acquired by the Company in any manner whatsoever will    be retired and canceled  
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    promptly after the acquisition thereof. All such shares will upon their    cancellation become authorized but unissued preferred shares and may be    reissued as part of a new series of Class B Preferred Shares to be created    by resolution or resolutions of the Board of Directors, subject to the    conditions and restrictions on issuance set forth herein.                     D. Liquidation, Dissolution or Winding Up. Upon any    liquidation (voluntary or otherwise), dissolution or winding up of the    Company, no distribution may be made (x) to the holders of shares ranking    junior (either as to dividends or upon liquidation, dissolution or winding    up) to the Series I Preferred Shares unless, prior thereto, the holders of    Series I Preferred Shares shall have received an amount equal to accrued and    unpaid dividends and distributions thereon, whether or not declared, to the    date of such payment, plus an amount equal to the greater of (1) $1,000.00    per share or (2) an aggregate amount per share, subject to the provision for    adjustment hereinafter set forth, equal to 1,000 times the aggregate amount    to be distributed per share to holders of Common Shares, or (y) to the    holders of shares ranking on a parity (either as to dividends or upon    liquidation, dissolution or winding up) with the Series I Preferred Shares,    except distributions made ratably on the Series I Preferred Shares and all    other such parity stock in proportion to the total amounts to which the    holders of all such shares are entitled upon such liquidation, dissolution    or winding up. If the Company at any time after the Rights Declaration Date    (i) declares or pays any dividend on Common Shares payable in Common Shares,    or (ii) effects a subdivision or combination or consolidation of the    outstanding Common Shares (by reclassification or otherwise than by payment    of a dividend in Common Shares) into a greater or lesser number of Common    Shares, then in each such case the aggregate amount per share to which    holders of Series I Preferred Shares were entitled immediately prior to such    event under clause (x) of the preceding sentence will be adjusted by    multiplying such amount by a fraction, the numerator of which is the number    of Common Shares outstanding immediately after such event and the    denominator of which is the number of Common Shares that were outstanding    immediately prior to such event.                     Neither the consolidation of nor merging of the Company with    or into any other corporation or corporations, nor the sale or other    transfer of all or substantially all of the assets of the Company, will be    considered to be a liquidation, dissolution or winding up of the Company    within the meaning of this paragraph D.                     E. Consolidation, Merger, etc. If the Company shall    enter into any consolidation, merger, combination or other transaction in    which the Common Shares are exchanged for or changed into other shares,    stock or securities, cash or any other property, then in such case the    Series I Preferred Shares will at the same time be similarly exchanged or    changed in an amount per share (subject to the provision for adjustment    hereinafter set forth) equal to 1,000 times the aggregate amount of shares,    stock, securities, or other property, as the case may be, into which or for    which each Common Share is changed or exchanged, plus accrued and unpaid    dividends, if any, payable with respect to the Series I Preferred Shares. If    the Company at any time after the Rights Declaration Date (i) declares or    pays any dividend on Common Shares payable in Common Shares, or (ii) effects    a subdivision or combination or consolidation of the outstanding Common    Shares (by reclassification or otherwise than by payment of a dividend in    Common Shares) into a greater or lesser number of Common Shares, then in    each such case the amount set forth in the preceding sentence with respect    to the exchange or change of Series I Preferred Shares will be adjusted by    multiplying such amount by  
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    a fraction, the numerator of which is the number of Common Shares    outstanding immediately after such event and the denominator of which is the    number of Common Shares that were outstanding immediately prior to such    event.                     F. Redemption. The Series I Preferred Shares are not    redeemable, but the foregoing does not limit the ability of the Company to    purchase or otherwise deal in the Series I Preferred Shares to the extent    otherwise permitted hereby and by law.                     G. Amendment. The Second Amended Articles of    Incorporation of the Company, as amended, may not be amended in any manner    that would materially alter or change the powers, preferences or special    rights of the Series I Preferred Shares so as to affect them adversely    without the affirmative vote of the holders of at least two-thirds of the    outstanding Series I Preferred Shares, voting separately as a class.                     H. Fractional Shares. Series I Preferred Shares may be    issued in whole shares or in any fraction of a share that is one    one-thousandth (1/1,000th) of a share or any integral multiple of such    fraction, which will entitle the holder, in proportion to such holder’s    fractional shares, to exercise voting rights, receive dividends, participate    in distributions and have the benefit of all other rights of holders of    Series I Preferred Shares. In lieu of fractional shares, the Company may    elect to make a cash payment as provided in that certain Rights Agreement    dated as of January 6, 1999, between the Company and National City Bank, a    national banking association, as rights agent, for fractions of a share    other than one one-thousandth (1/1,000th) of a share or any integral    multiple thereof.                IN WITNESS WHEREOF, we have executed this instrument in one or    more counterparts as of January 19, 1999.        ASSOCIATED ESTATES REALTY CORPORATION, an      Ohio corporation         /S/      JEFFREY I. FRIEDMAN    Jeffrey I. Friedman,   President and Chief Executive Officer      /S/      MARTIN A. FISHMAN    Martin A. Fishman, Secretary     
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              The following amendment to the Second Amended and Restated Articles of    Incorporation of Associated Estates Realty Corporation was adopted by the    board of directors pursuant to section 1701.70(B)(1) of the Ohio Revised    Code at a meeting duly called and held on December 2, 2004:           ARTICLE FOURTH: A new Section 7 shall be added to the end of Division    A-II of Article FOURTH, which Section 7 shall read as follows:                “SECTION 7. 8.70% CLASS B SERIES II CUMULATIVE REDEEMABLE    PREFERRED SHARES. Of the 3,000,000 authorized Class B Shares, 232,000 shares    are designated as a series entitled 8.70% Class B Series II Cumulative    Redeemable Preferred Shares” (hereinafter called “Class B Series II    Preferred Shares”). The Class B Series II Preferred Shares shall have the    express terms set forth in this Division as being applicable to all Class B    Shares as a class and, in addition, the following express terms applicable    to all Class B Series II Preferred Shares as a series of Class B Shares:   (a) The annual dividend rate of the Class B Series II Preferred Shares        shall be 8.70% of the liquidation preference of $250.00 per share.  (b) Dividends on the Class B Series II Preferred Shares shall be        payable, if declared, quarterly on or about the 15th day of March, June,        September, and December each year, the first quarterly dividend being        payable, if declared, on March 15, 2005. The dividends payable for each        full quarterly dividend period on each Class B Series II Preferred Share        shall be $21.75.  (c) Dividends for the initial dividend period on the Class B Series II        Preferred Shares, or for any period shorter or longer than a full        dividend period on the Class B Series II Preferred Shares, shall be        computed on the basis of a 360-day year consisting of twelve 30-day        months. The aggregate dividend payable quarterly to each holder of        Class B Series II Preferred Shares shall be rounded to the nearest one        one-hundredth of one cent with $.00005 being rounded upward. Each        dividend shall be payable to the holders of record on such record date,        no less than 10 nor more than 30 days preceding the payment date        thereof, as shall be fixed from time to time by the corporation’s Board        of Directors.  (d) Dividends on Class B Series II Preferred Shares shall be cumulative        as follows: (1) With respect to shares included in the initial issue of Class B        Series II Preferred Shares and shares issued any time thereafter up to        and including the record date for the payment of the first dividend on        the initial issue of Class B Series II Preferred Shares, dividends shall        be cumulative from the date of the initial issue of Class B Series II        Preferred Shares; and  (2) With respect to shares issued any time after the aforesaid record        date, dividends shall be cumulative from the dividend payment date next        preceding the date of issue of such shares, except that if such shares        are
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   issued during the period commencing the day after the record date        for the payment of a dividend on Class B Series II Preferred Shares and        ending on the payment date of that dividend, dividends with respect to        such shares shall be cumulative from that dividend payment date. (e) Except as required to preserve the Company’s status as a real estate        investment trust under the Internal Revenue Code of 1986, as amended,        the Class B Series II Preferred Shares may not be redeemed prior to        December 15, 2009. At any time or from time to time on and after        December 15, 2009, the Company, at its option, may redeem all or any        part of the Class B Series II Preferred Shares at a redemption price of        $250.00 per share plus, in each case, an amount equal to all dividends        accrued and unpaid thereon to the redemption date.  (f) In the event of a Going Private Transaction (as defined below), each        holder of Class B Series II Preferred Shares will have the right, at the        holder’s option, to require the Company to repurchase all or any part of        the holder’s Class B Series II Preferred Shares for cash at a repurchase        price of $250.00 per share, plus all accrued and unpaid dividends, if        any, up to the date fixed for repurchase (except with respect to Class B        Series II Preferred Shares which have been converted into Excess        Shares), without interest pursuant to the procedures described below        (the “Going Private Put Option”), subject to the Ohio Revised Code. A        “Going Private Transaction” means the occurrence of any merger or other        transaction or series of transactions as a consequence of which a        majority of the Company’s outstanding Common Shares are owned or        acquired by the merging or acquiring person, entity or group and,        following the transaction(s), the Common Shares of the Company or its        successor are not listed for trading on a national stock exchange or        NASDAQ. The Company shall mail to each holder of Class B Series II        Preferred Shares, not later than the date of the occurrence of the Going        Private Transaction, a notice of such occurrence, which will specify the        purchase price and the purchase date, which will be no fewer than 30        business days and no more than 40 business days from the date the notice        is mailed (the “Put Option Payment Date”), and describe the procedure        that must be followed by the holder to tender the holder’s Class B        Series II Preferred Shares. To exercise the Going Private Put Option, a        holder of Class B Series II Preferred Shares must deliver, on or before        the third business day preceding the Put Option Payment Date, written        notice to the Company (or to a paying agent designated by the Company        for such purpose) of the holder’s exercise of the Going Private Put        Option, indicating the number of Class B Series II Preferred Shares to        be repurchased by the Company. Holders of Class B Series II Preferred        Shares will be entitled to withdraw, in whole or in part, any tender of        Class B Series II Preferred Shares pursuant to an exercise of the Going        Private Put Option by delivering to the Company (or to a paying agent        designated by the Company for such purpose) on or before the second        business day preceding the Put Option Payment Date, a telegram, telex,        facsimile transmission or letter stating the name of the holder, the        number of Class B Series II Preferred Shares initially to be delivered        for purchase, and a statement that the holder is withdrawing its        exercise of the Going Private Put Option as to all or part of the        tendered Class B Series II Preferred Shares.
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 (g) The amount payable per Class B Series II Preferred Share in the        event of any voluntary or involuntary liquidation, dissolution or        winding up of the affairs of the corporation shall be $250.00, plus an        amount equal to all dividends accrued and unpaid thereon to the date of        payment.
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         The following amendment to the Second Amended and Restated Articles of    Incorporation of Associated Estates Realty Corporation was adopted by    shareholders at a meeting duly called and held on May 5, 2010:           The current first paragraph of Article Fourth of the Second Amended and    Restated Articles of Incorporation of Associated Estates Realty Corporation    is hereby deleted and replaced with the following paragraph:           “FOURTH: The authorized number of shares of the corporation is    100,000,000, consisting of 91,000,000 Common Shares, without par value    (hereinafter called “Common Shares”), and 3,000,000 Class A Cumulative    Preferred Shares, without par value (hereinafter called “Class A Shares”)    3,000,000 Class B Cumulative Preferred Shares, without par value    (hereinafter called “Class B Shares”) and 3,000,000 Noncumulative Preferred    Shares, without par value (hereinafter called “Noncumulative Shares”).  
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