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                                                                    EXHIBIT 10.1

                              AMENDED AND RESTATED

                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                   EDUCATION REALTY OPERATING PARTNERSHIP, LP

                              DATED: ________, 2004

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                              AMENDED AND RESTATED

                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                   EDUCATION REALTY OPERATING PARTNERSHIP, LP

                                    RECITALS:

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

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

                                    ARTICLE I
                                  DEFINED TERMS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      "EVENT OF BANKRUPTCY" shall mean as to any Person the filing of a petition
for relief as to such Person as debtor or bankrupt under the Bankruptcy Code or
similar provision of law of any jurisdiction (except if such petition is
contested by such Person and has been dismissed within ninety (90) days of the
filing thereof); insolvency of such Person as finally determined by

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

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

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

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

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

      "INITIAL CONTRIBUTED ASSETS" shall mean those properties and asset
management, development and consulting agreements identified as Initial
Contributed Assets on Exhibit A hereto.

      "IRS" shall mean the Internal Revenue Service.

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

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

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

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

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

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

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

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

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

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

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

      "PREFERRED PARTNERSHIP INTEREST" shall mean an ownership interest in the
Partnership, having a preference in payment of distributions or on liquidation,
and includes any and all

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benefits to which the holder of such an ownership interest may be entitled as
provided in this Agreement or the Act, together with all obligations of such
Person to comply with the terms and provisions of this Agreement and the Act.

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

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

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

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

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

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

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

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

      "REIT COMMON SHARES AMOUNT" shall mean (a) with respect to any Limited
Partner other than Education Realty Limited Partner, LLC, a whole number of REIT
Common Shares equal to the product of the number of Common Partnership Units
offered for redemption by a Redeeming Partner, multiplied by the Conversion
Factor in effect on the Specified Redemption Date (rounded down to the nearest
whole number in the event such product is not a whole number), and (b) with
respect to Education Realty Limited Partner, LLC, a whole number of REIT Common
Shares equal to the product of (i) the number of Common Partnership Units
offered for redemption by Education Realty Limited Partner, LLC; multiplied by
(ii) the quotient of Education Realty Limited Partner, LLC's Capital Account
balance immediately prior to such redemption (such Capital Account being
adjusted as of the Specified Redemption Date through an interim closing of the
Partnership's books to reflect all income and loss allocable to Education Realty
Limited Partner, LLC through the Specified Redemption Date) divided by the
product of the number of Common Partnership Units held by Education Realty
Limited Partner, LLC immediately prior to such redemption multiplied by the
Value of one REIT Common Share as of the Valuation Date; multiplied by (iii) the
Conversion Factor in effect on the Specified Redemption Date (rounded down to
the nearest whole number in the event such product is not a whole number).
Notwithstanding the foregoing, in the event the Company at any time issues to
all holders of REIT Common Shares rights, options, warrants or convertible or
exchangeable securities entitling the shareholders to subscribe for or purchase
REIT Common Shares, or any other securities or property (collectively, the
"Rights"), which Rights have not expired pursuant

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to their terms, then the REIT Common Shares Amount thereafter shall also include
such Rights that a holder of that number of REIT Common Shares would be entitled
to receive.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      SECTION 2.2 CERTIFICATE OF LIMITED PARTNERSHIP; OTHER FILINGS. The General
Partner shall prepare (or caused to be prepared), execute, acknowledge, record
and file at the expense of the Partnership, a Certificate of Limited Partnership
and all requisite fictitious name statements and notices in such places and
jurisdictions as may be required by the Act or necessary to cause the
Partnership to be treated as a limited partnership under, and otherwise to
comply with, the laws of each state or other jurisdiction in which the
Partnership conducts business.

      SECTION 2.3 ADDITIONAL LIMITED PARTNERS. The General Partner shall in
timely fashion amend this Agreement and, if required by the Act, the Certificate
of Limited

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Partnership filed for record to reflect the admission pursuant to the terms of
this Agreement of a Person as a Limited Partner.

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

                                   ARTICLE III
                        BUSINESS AND TERM OF PARTNERSHIP

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

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

                                   ARTICLE IV
                              CAPITAL CONTRIBUTIONS

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

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

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

      (a)   ISSUANCES OF ADDITIONAL PARTNERSHIP INTERESTS.

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

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

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

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

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

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

Without limiting the foregoing, the Company may issue Additional Securities for
less than fair market value, and as a result the General Partner is expressly
authorized to cause the Partnership to issue to the Company or its Affiliates
corresponding Partnership Interests, so long as (x) the Company concludes in
good faith that such issuance is in the best interests of the Company and the
Partnership, and (y) the Company, directly or through one or more Affiliates,
contributes all proceeds or other property received from such issuance to the
Partnership. For example, in the event the Company issues REIT Common Shares for
a cash purchase price and contributes, directly or through one or more
Affiliates, all of the proceeds of such issuance to the Partnership as required
hereunder, the Company or its Affiliates shall be issued a number of additional
Common Partnership Units equal to the product of (A) the number of such REIT
Common

                                       11
<PAGE>

Shares issued by the Company, the proceeds of which were so contributed,
multiplied by (B) a fraction, the numerator of which is 100%, and the
denominator of which is the Conversion Factor in effect on the date of such
contribution.

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

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

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

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

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

                                    ARTICLE V
                         PROFITS, LOSSES AND ACCOUNTING

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

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

                                       12
<PAGE>

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

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

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

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

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

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

      SECTION 5.2 ACCOUNTING.

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

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

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

      (d)   The General Partner shall be the Tax Matters Partner of the
Partnership within the meaning of Section 6231(a)(7) of the Code. As Tax Matters
Partner, the General Partner shall have the right and obligation to take all
actions authorized and required, respectively, by the Code for the Tax Matters
Partner. The General Partner shall have the right to retain professional
assistance in respect of any audit of the Partnership by the IRS, and all
out-of-pocket expenses and fees incurred by the General Partner on behalf of the
Partnership as Tax Matters Partner shall constitute Operating Expenses of the
Partnership. In the event the General Partner receives notice of a final
Partnership adjustment under Section 6223(a)(2) of the Code, the General Partner
shall

                                       13
<PAGE>

either (i) file a court petition for judicial review of such final adjustment
within the period provided under Section 6226(a) of the Code, a copy of which
petition shall be mailed to each Limited Partner on the date such petition is
filed, or (ii) mail a written notice to each Limited Partner, within such
period, that describes the General Partner's reasons for determining not to file
such a petition.

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

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

      SECTION 5.3 PARTNERS' CAPITAL ACCOUNTS.

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

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

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

      (d)   For purposes of computing the amount of any item of income, gain,
deduction or loss to be reflected in the Partners' Capital Accounts, the
determination, recognition and classification of any such item shall be the same
as its determination, recognition and classification for federal income tax
purposes, taking into account any adjustments required

                                       14
<PAGE>

pursuant to Section 704(b) of the Code and the applicable regulations thereunder
as more fully described in Exhibit B attached hereto.

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

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

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

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

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

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

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

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

      (f)   to prosecute, defend, arbitrate, or compromise any and all claims or
liabilities in favor of or against the Partnership, on such terms and in such
manner as the General Partner may

                                       15
<PAGE>

reasonably determine, and similarly to prosecute, settle or defend litigation
with respect to the Partners, the Partnership, or the Partnership's assets;

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

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

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

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

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

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

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

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

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

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

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

                                       16
<PAGE>

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

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

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

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

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

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

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

      Each of the Limited Partners agrees that the General Partner is authorized
to execute, deliver and perform the above-mentioned agreements and transactions
on behalf of the Partnership without any further act, approval or vote of the
Partners, notwithstanding any other provision of this Agreement (except as
provided in this Section 6.1(r), Section 9.1 or Article XI), the Act or any
applicable law, rule or regulation to the fullest extent permitted under the Act
or other applicable law, rule or regulation. The execution, delivery or
performance by the General Partner or the Partnership of any agreement
authorized or permitted under this Agreement shall not constitute a breach by
the General Partner of any duty that the General Partner may owe the Partnership
or the Limited Partners or any other persons under this Agreement or of any duty
stated or implied by law or equity.

      Except as otherwise provided herein, to the extent the duties of the
General Partner require expenditures of funds to be paid to third parties, the
General Partner shall not have any obligations hereunder except to the extent
that Partnership funds are reasonably available to it for the performance of
such duties, and nothing herein contained shall be deemed to authorize or

                                       17
<PAGE>

require the General Partner, in its capacity as such, to expend its individual
funds for payment to third parties or to undertake any individual liability or
obligation on behalf of the Partnership.

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

      SECTION 6.3 DUTIES OF GENERAL PARTNER.

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

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

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

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

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

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

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

      SECTION 6.4 LIABILITIES OF GENERAL PARTNER; INDEMNIFICATION.

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

      (b)   Notwithstanding anything to the contrary set forth in this
Agreement, none of the General Partner or the Company nor any of their officers,
directors, agents or employees shall be

                                       18
<PAGE>

liable or accountable in damages or otherwise to the Partnership, any Partners
or any assignees, or any of their successors or assigns, for any losses
sustained, liabilities incurred or benefits not derived as a result of errors in
judgment or mistakes of fact or law or any act or omission if the General
Partner acted in good faith. The General Partner shall not be responsible for
any misconduct or negligence on the part on any agent appointed by it in good
faith pursuant to Section 6.2 hereof. The Limited Partners expressly acknowledge
that the General Partner is acting on behalf of the Partnership, the General
Partner, the General Partner's shareholders and the Company's shareholders
collectively, and that the General Partner is under no obligation to consider
the separate interests of the Limited Partners (including, without limitation,
the tax consequences to Limited Partners or their assignees) in deciding whether
to cause the Partnership to take (or decline to take) any actions. In the event
of a conflict between the interests of the shareholders of the General Partner
or shareholders of the Company on one hand and the Limited Partners on the
other, the General Partner shall endeavor in good faith to resolve the conflict
in a manner not adverse to either the shareholders of the Company or the Limited
Partners; PROVIDED, HOWEVER, that for so long as the Company owns a controlling
interest, directly or indirectly, in the Partnership, any such conflict that
cannot be resolved in a manner not adverse to either the shareholders of the
Company or the Limited Partners shall be resolved in favor of the shareholders
of the Company. The General Partner shall not be liable for monetary damages for
losses sustained, liabilities incurred, or benefits not derived by Limited
Partners in connection with such decisions, provided that the General Partner
has acted in good faith.

      (c)   The Partnership shall indemnify an Indemnitee to the fullest extent
permitted by law and save and hold it harmless from and against, and in respect
of, any and all losses, claims, damages, liabilities (joint or several),
expenses (including legal fees and expenses), judgments, fines, settlements, and
other amounts arising from any and all claims, demands, actions, suits or
proceedings, civil, criminal, administrative or investigative, that relate to
the operations of the Partnership as set forth in this Agreement in which any
Indemnitee may be involved, or is threatened to be involved, as a party or
otherwise; PROVIDED, HOWEVER, that this indemnification shall not apply if: (A)
the act or omission of the Indemnitee was material to the matter giving rise to
the proceeding and either was committed in bad faith or was the result of active
and deliberate dishonesty; (B) the Indemnitee actually received an improper
personal benefit in money, property or services; or (C) in the case of any
criminal proceeding, the Indemnitee had reasonable cause to believe that the act
or omission was unlawful. The termination of any proceeding by judgment, order
or settlement does not create a presumption that the Indemnitee did not meet the
requisite standard of conduct set forth in this Section 6.4(c). The termination
of any proceeding by conviction or upon a plea of nolo contendere or its
equivalent, or an entry of an order of probation prior to judgment, creates a
rebuttable presumption that the Indemnitee acted in a manner contrary to that
specified in this Section 6.4(c). Any indemnification pursuant to this Section
6.4 shall be made only out of the assets of the Partnership, and any insurance
proceeds from the liability policy covering the General Partner and any
Indemnitee.

      (d)   The Partnership may reimburse an Indemnitee for reasonable expenses
incurred by an Indemnitee who is a party to a proceeding in advance of the final
disposition of the proceeding upon receipt by the Partnership of (i) a written
affirmation by the Indemnitee of the Indemnitee's good faith belief that the
standard of conduct necessary for indemnification by the

                                       19
<PAGE>

Partnership as authorized in this Section 6.4 has been met, and (ii) a written
undertaking by or on behalf of the Indemnitee to repay the amount if it shall
ultimately be determined that the standard of conduct has not been met.

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

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

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

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

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

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

      (k)   Notwithstanding any other provisions of this Agreement or the Act,
any action of the General Partner on behalf of the Partnership or any decision
of the General Partner to refrain from acting on behalf of the Partnership,
undertaken in the good faith belief that such action or omission is necessary or
advisable in order (i) to protect the ability of the Company to continue

                                       20
<PAGE>

to qualify as a REIT, or (ii) to prevent the Company from incurring any taxes
under Section 857 or Section 4981 of the Code, is expressly authorized under
this Agreement and is deemed approved by all of the Limited Partners. Further,
any provision of this Agreement that might jeopardize the Company's REIT status
shall be (i) void and of no effect, or (ii) reformed, as necessary, to avoid the
Company's loss of REIT status.

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

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

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

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

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

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

      (d)   Except as expressly permitted by this Agreement, neither the General
Partner nor any of its Affiliates nor any Limited Partner shall sell, transfer
or convey any property to, or

                                       21
<PAGE>

purchase any property from, the Partnership, directly or indirectly, except
pursuant to transactions that are on terms that are fair and reasonable to the
Partnership.

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

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

      SECTION 6.8 ADDITIONAL LOANS TO THE PARTNERSHIP. If additional funds are
required by the Partnership for any purpose relating to the business of the
Partnership or for any of its obligations, expenses, costs, or expenditures,
including operating deficits, the Partnership may borrow such funds as are
needed from time to time from any Person (including, without limitation, the
General Partner or any Affiliate of the General Partner; PROVIDED, HOWEVER, that
the terms of any loan from the General Partner or any Affiliate of the General
Partner shall be substantially equivalent to the terms that could be obtained
from a third party on an arm's-length basis) on such terms as the General
Partner and such other Person may agree.

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

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

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

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

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

                                       22
<PAGE>

      SECTION 7.1 RIGHTS OF LIMITED PARTNERS.

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

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

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

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

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

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

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

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

      SECTION 7.3 OWNERSHIP BY LIMITED PARTNER OF CORPORATE GENERAL PARTNER OR
AFFILIATE. No Limited Partner shall at any time, either directly

                                       23
<PAGE>

or indirectly, own any shares or other interest in the General Partner or in any
Affiliate thereof if such ownership by itself or in conjunction with other
shares or other interests owned by other Limited Partners would, in the opinion
of counsel for the Partnership, jeopardize the classification of the Partnership
as a partnership or the Company as a REIT for federal income tax purposes. The
General Partner shall be entitled to make such reasonable inquiry of the Limited
Partners as is required to establish compliance by the Limited Partners with the
provisions of this Section 7.3 and the Limited Partners shall promptly and fully
respond to such inquiries.

      SECTION 7.4 REDEMPTION RIGHT.

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

      (b)   Notwithstanding the provisions of Section 7.4(a), in the event a
Limited Partner elects to exercise the Redemption Right, the General Partner at
the direction of the Company, directly or indirectly through one or more
Affiliates, may, in its sole and absolute discretion, elect to assume directly
and satisfy a Redemption Right by paying to the Redeeming Partner either (i) the
Cash Amount, as provided for in Section 7.4(a), or (ii) the REIT Common Shares

                                       24
<PAGE>

Amount, as elected by the General Partner, as directed by the Company (in its
sole and absolute discretion), on the Specified Redemption Date, provided that
the Company may defer payment of the Cash Amount until the end of the Payout
Period described in Section 7.4(a) (in which case the Cash Amount shall bear
interest as described in Section 7.4(a)), and provided, further, that the
Company may, if it has elected so to defer payment of the Cash Amount, further
elect at any time before the end of the Payout Period to pay all or any portion
of the unpaid Cash Amount with REIT Common Shares having a Value equal to such
portion of the Cash Amount plus any accrued but unpaid interest thereon. On any
such election, the Company, directly or indirectly through one or more
Affiliates, shall acquire the Common Partnership Units offered for redemption by
the Redeeming Partner and shall be treated for all purposes of this Agreement as
the owner of such Common Partnership Units. Unless the General Partner, as
directed by the Company (in its sole and absolute discretion), shall exercise
its right to assume directly and satisfy the Redemption Right, neither the
General Partner nor the Company itself shall have any obligation to the
Redeeming Partner or to the Partnership with respect to the Redeeming Partner's
exercise of the Redemption Right. In the event the General Partner, as directed
by the Company shall exercise its right to satisfy the Redemption Right in the
manner described in the first sentence of this Section 7.4(b), the Partnership
shall have no obligation to pay any amount to the Redeeming Partner with respect
to such Redeeming Partner's exercise of the Redemption Right, and each of the
Redeeming Partner, the Partnership, and the Company shall treat the transaction
between the Company and the Redeeming Partner for federal income tax purposes as
a sale of the Redeeming Partner's Common Partnership Units to the Company or its
Affiliates. Each Redeeming Partner agrees to provide such representations and
related indemnities regarding good and unencumbered title, and to execute such
documents, as the Company may reasonably require in connection with the issuance
of REIT Common Shares upon exercise of the Redemption Right. If the Redemption
Right is satisfied by the delivery of REIT Common Shares, the Redeeming Partner
shall be deemed to become a holder of REIT Common Shares as of the close of
business on the Specified Redemption Date or on such later date permitted by
this Section 7.4(b) that the Company delivers REIT Common Shares in satisfaction
of a deferred payment of the Cash Amount, as the case may be.

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

                                       25
<PAGE>

REIT Common Share Amount upon the redemption, together with interest on such
Cash Amount as specified in Section 7.4(a) hereof.

      (c)   Notwithstanding the provisions of Section 7.4(a) and Section 7.4(b),
a Limited Partner shall not be entitled to receive REIT Common Shares if the
delivery of REIT Common Shares to such Partner on the Specified Redemption Date
(or such later date permitted by Section 7.4(b), as applicable) by the Company
pursuant to Section 7.4(b) would be prohibited under the Articles of
Incorporation of the Company, as amended or restated from time to time. Without
limiting the effect of the preceding sentence, no Person shall be permitted to
receive REIT Common Shares if as a result of, and after giving effect to, such
exercise any Person would Beneficially Own (as defined in the Articles of
Incorporation of the Company, as amended or restated from time to time) more
than 9.8% of the total number of issued and outstanding REIT Common Shares,
unless waived by the board of directors of the Company in its sole discretion.
To the extent any attempted redemption for REIT Common Shares would be a
violation of this Section 7.4(c), it shall be null and void ab initio. The Cash
Amount shall be paid in such instances, in accordance with the terms set forth
in Section 7.4(a) or 7.4(b).

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

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

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

                                       26
<PAGE>

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

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

      SECTION 7.8 BASIS ANALYSIS AND LIMITED PARTNER GUARANTEES.

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

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

                                  ARTICLE VIII
                     DISTRIBUTIONS AND PAYMENTS TO PARTNERS

      SECTION 8.1 DISTRIBUTIONS OF CASH FLOW.

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

      (b)   In no event may a Partner receive a distribution of Cash Flow with
respect to a Partnership Unit if such Partner is entitled to receive a dividend
out of the Company's share of such Cash Flow with respect to a REIT Share for
which all or part of such Partnership Unit has been exchanged.

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

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

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

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

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

                                   ARTICLE IX
                             TRANSFERS OF INTERESTS

      SECTION 9.1 GENERAL PARTNER.

      (a)   Other than to an Affiliate of the General Partner, the General
Partner may not transfer any of its General Partnership Interest or Limited
Partnership Interests or withdraw as

                                       28
<PAGE>

General Partner except as provided in Section 9.1(b) or in connection with a
transaction described in Section 9.1(c).

      (b)   Except as otherwise provided in Section 6.7 or Section 9.1(c), the
General Partner, the Company or their Subsidiaries shall not engage in any
merger, consolidation or other combination with or into another Person or in any
sale of all or substantially all of its assets, or any reclassification, or
recapitalization or change of outstanding REIT Common Shares (other than a
change in par value, or from par value to no par value, or as a result of a
subdivision or combination as described in the definition of "Conversion
Factor") (each of the foregoing being herein referred to as a "Transaction"),
unless the Transaction also includes a merger of the Partnership or sale of
substantially all of the assets of the Partnership or other transaction as a
result of which all Limited Partners will receive for each Common Partnership
Unit an amount of cash, securities or other property equal to the product of the
Conversion Factor and the greatest amount of cash, securities or other property
paid to a holder of one REIT Common Share in consideration of one REIT Common
Share as a result of the Transaction; PROVIDED, HOWEVER, that if, in connection
with the Transaction, a purchase, tender or exchange offer shall have been made
to and accepted by the holders of more than fifty percent (50%) of the
outstanding REIT Common Shares, the holders of Common Partnership Units shall
receive the greatest amount of cash, securities or other property which a
Limited Partner would have received had it exercised the Redemption Right and
the General Partner at the direction of the Company had exercised its election
to satisfy the Redemption Right by the issuance of REIT Common Shares
immediately prior to the expiration of such purchase, tender or exchange offer,
PROVIDED FURTHER, HOWEVER, that Education Realty Limited Partner, LLC will only
be entitled to receive an amount of cash, securities or other property equal to
the product of the number of REIT Common Shares that would constitute the REIT
Common Shares Amount if Education Realty Limited Partner, LLC had offered all of
its Common Partnership Units for redemption and the Specified Redemption Date
were the date of the closing of the Transaction multiplied by the greatest
amount of cash, securities or other property paid in consideration for one REIT
Common Share in connection with the Transaction or in connection with a
purchase, tender or exchange offer that is accepted by the holders of more than
fifty percent (50%) of the outstanding REIT Common Shares, as applicable.

      (c)   Notwithstanding Section 9.1(b), the General Partner, the Company or
their Subsidiaries may merge into or consolidate with another entity if
immediately after such merger or consolidation (i) substantially all of the
assets of the successor or surviving entity (the "Surviving Partner"), other
than Partnership Units held by the General Partner, Education Realty OP Limited
Partners Trust, Education Realty OP Limited Partner Trust, the Company or their
Subsidiaries, are contributed to the Partnership as a Capital Contribution in
exchange for Partnership Units with a fair market value equal to the value of
the assets so contributed as determined by the Surviving Partner in good faith
and (ii) the Surviving Partner or one of its Subsidiaries expressly agrees to
assume all obligations of the General Partner hereunder. Upon such contribution
and assumption, the Surviving Partner shall have the right and duty to amend
this Agreement as set forth in this Section 9.1(c). The Surviving Partner shall
in good faith arrive at a new method for the calculation of the Cash Amount and
Conversion Factor for a Common Partnership Unit after any such merger or
consolidation so as to approximate the existing method for such calculation as
closely as reasonably possible. Such calculation shall

                                       29
<PAGE>

take into account, among other things, the kind and amount of securities, cash
and other property that was receivable upon such merger or consolidation by a
holder of REIT Shares or options, warrants or other rights relating thereto, and
which a holder of Common Partnership Units could have acquired had such Common
Partnership Units been redeemed immediately prior to such merger or
consolidation. Such amendment to this Agreement shall provide for adjustment to
such method of calculation, which shall be as nearly equivalent as may be
practicable to the adjustments provided for with respect to the Conversion
Factor. The above provisions of this Section 9.1(c) shall similarly apply to
successive mergers or consolidations permitted hereunder.

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

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

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

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

                                       30
<PAGE>

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

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

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

      SECTION 9.4 REMOVAL OF A GENERAL PARTNER.

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

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

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

      SECTION 9.5 RESTRICTIONS ON TRANSFER OF LIMITED PARTNERSHIP INTERESTS.

      (a)   Except as otherwise provided in this Article IX, no Limited Partner
may offer, sell, assign, hypothecate, pledge or otherwise transfer its Limited
Partnership Interest, in whole

                                       31
<PAGE>

or in part, whether voluntarily or by operation of law or at judicial sale or
otherwise (collectively, a "Transfer"), without the written consent of the
General Partner, which consent may be withheld in the sole and absolute
discretion of the General Partner; PROVIDED, HOWEVER, the consent required by
this Section 9.5(a) shall not be required in the event of a Transfer on or after
the first anniversary of the date of this Agreement by a Limited Partner that
was a limited partnership as of the date of this Agreement to any of its
partners. The General Partner may require, as a condition of any Transfer, that
the transferor assume all costs incurred by the Partnership in connection
therewith.

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

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

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

      (e)   No Transfer of a Limited Partnership Interest may be made to a
lender of the Partnership or any Person who is related (within the meaning of
Section 1.752-4(b) of the Treasury Regulations) to any lender to the Partnership
whose loan constitutes a "nonrecourse liability" (as defined in Section
1.704-2(b)(3) of the Treasury Regulations), without the consent of the General
Partner, in its sole and absolute discretion, provided that as a condition to
such consent the lender will be required to enter into an arrangement with the
Partnership and the General Partner to exchange or redeem for the Cash Amount
any Partnership Units in which a security interest is held simultaneously with
the time at which such lender would be deemed to be a partner in the Partnership
for purposes of allocating liabilities to such lender under Section 752 of the
Code.

                                       32
<PAGE>

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

      SECTION 9.6 ADMISSION OF SUBSTITUTE LIMITED PARTNER.

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

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

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

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

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

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

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

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

      (b)   For the purpose of allocating profits and losses and distributing
cash received by the Partnership, a Substitute Limited Partner shall be treated
as having become, and appearing in the records of the Partnership as, a Partner
upon the filing of the certificate described in Section 9.6(a)(iii) or, if no
such filing is required, the later of the date specified in the transfer

                                       33
<PAGE>

documents, or the date on which the General Partner has received all necessary
instruments of transfer and substitution.

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

      SECTION 9.7 RIGHTS OF ASSIGNEES OF PARTNERSHIP INTERESTS.

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

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

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

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

                                       34
<PAGE>

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

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

                                    ARTICLE X
                         TERMINATION OF THE PARTNERSHIP

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

      SECTION 10.2 PAYMENT OF DEBTS. The assets shall first be applied to the
payment of the liabilities of the Partnership (other than any loans or advances
that may have been made by Partners to the Partnership) and the expenses of
liquidation. A reasonable time shall be allowed for the orderly liquidation of
the assets of the Partnership and the discharge of liabilities to creditors so
as to enable the General Partner to minimize any losses resulting from
liquidation.

                                       35
<PAGE>

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

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

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

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

                                   ARTICLE XI
                                   AMENDMENTS

      SECTION 11.1 AUTHORITY TO AMEND.

      (a)   In addition to any other provisions of this Agreement that expressly
empower and enable the General Partner to amend this Agreement without the
approval of any other Partner, this Agreement may be amended by the General
Partner without the approval of any other Partner if such amendment (i) is
solely for the purpose of clarification or is of an inconsequential nature and
does not change the substance hereof and the Partnership has obtained an opinion
of counsel to that effect, (ii) is to add to the obligations of the General
Partner or causes the General Partner to surrender any right or power granted to
the General Partner or any Affiliate of the General Partner for the benefit of
the Limited Partners, (iii) is to reflect the admission, substitution,
termination or withdrawal of Partners in accordance with this Agreement or to
amend the calculation of the Cash Amount and the Conversion Factor pursuant to a
transaction described in Section 9.1(c), (iv) is to set forth the designations,
right, powers, duties and preferences of the holders of any additional
Partnership Interests issued pursuant to Section 4.3, (v) is to satisfy any
requirements, conditions or guidelines contained in any order, directive,
opinion ruling or regulation of a federal or state agency or contained in
federal or state law, or (vi) is, in the opinion of counsel for the Partnership,
necessary or appropriate to satisfy requirements of the Code with respect to
partnerships or REITs or of any federal or state securities laws or regulations.
Any amendment made pursuant to this Section 11.1(c) may be made effective as of
the date of this Agreement.

                                       36
<PAGE>

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

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

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

                                   ARTICLE XII
                                POWER OF ATTORNEY

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

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

      (b)   Any documents, certificates or other instruments, including, but not
limited to, (i) any and all amendments and modifications of this Agreement or of
the instruments described in Section 12.1(a) which may be required or deemed
desirable by the General Partner to effectuate the provisions of any part of
this Agreement, (ii) all instruments relating to the admission, withdrawal,
removal or substitution of any Partner, and (iii) by way of extension and not
limitation, to do all such other things as shall be necessary to continue and to
carry on the business of the Partnership; and

      (c)   All documents, certificates or other instruments that may be
required to effectuate the dissolution and termination of the Partnership, to
the extent such dissolution and termination is authorized hereby. The power of
attorney granted hereby shall not constitute a waiver of, or be used to avoid,
the rights of the Partners to approve certain amendments to this Agreement

                                       37
<PAGE>

pursuant to Sections 11.1(b) and 11.1(c) or be used in any other manner
inconsistent with the status of the Partnership as a limited partnership or
inconsistent with the provisions of this Agreement. Each such Limited Partner
hereby agrees to be bound by any representation made by the General Partner,
acting in good faith pursuant to such power of attorney; and each such Limited
Partner hereby waives any and all defenses which may be available to contest,
negate or disaffirm the action of the General Partner taken in good faith under
such power of attorney.

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

                                  ARTICLE XIII
                    CONSENTS, APPROVALS, VOTING AND MEETINGS

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

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

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

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

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

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

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

                                       38
<PAGE>

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

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

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

                                   ARTICLE XIV
                                  MISCELLANEOUS

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

      SECTION 14.2 AGREEMENT FOR FURTHER EXECUTION. At any time or times upon
the request of the General Partner, the Limited Partners hereby agree to sign,
swear to, acknowledge and deliver all further documents and certificates
required by the laws of Delaware, or any other jurisdiction in which the
Partnership does, or proposes to do, business, or which may be reasonable,
necessary, appropriate or desirable to carry out the provisions of this
Agreement or the Act. This Section 14.2 shall not prejudice or affect the rights
of the Limited Partners to approve certain amendments to this Agreement pursuant
to Sections 11.1(b) and 11.1(c).

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

                                       39
<PAGE>

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

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

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

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

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

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

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

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

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

                                       40
<PAGE>

                         (SIGNATURES ON FOLLOWING PAGE)

                                       41
<PAGE>

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

                                 GENERAL PARTNER

                                 EDUCATION REALTY OP GP, INC.,
                                 a Delaware corporation

                                 By: ___________________________________
                                 Its:___________________________________

                                 LIMITED PARTNERS

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

                                 By: ___________________________________
                                 Its:___________________________________

                                 EDUCATION REALTY OP LIMITED PARTNER
                                 TRUST, a Maryland business trust

                                 By: ___________________________________
                                 Its:___________________________________

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

                                 EDUCATION REALTY TRUST, INC.

                                 By:____________________________________
                                 Its:___________________________________

                                       42
<PAGE>

                                    EXHIBIT A

                        LIST OF PARTNERS AND CONTRIBUTED
                          ASSETS AS OF _________, 2004










                                      A-1
<PAGE>

                                    EXHIBIT B

                           FEDERAL INCOME TAX MATTERS

<PAGE>

                                    EXHIBIT C
                     NOTICE OF EXERCISE OF REDEMPTION RIGHT