THIS SETTLEMENT AND RELEASE AGREEMENT, dated as of November 30, 2001
(this "Agreement"), by and among Larry Wright, James Cote', Louis Vogt, Gregory Golz and
William Hughes (each a "Former Migra Shareholder" and collectively, the "Former Migra
Shareholders") and Associated Estates Realty Corporation (the "Company").



A.	The Company recently settled a lawsuit brought in the Harris County, Texas
District Court against MIG Realty Advisors, Inc. ("MIGRA") and others involving a claim for
contribution and indemnity arising out of MIGRA's having served as an investment advisor to an
advisory client in connection with the acquisition of the Deerwood Apartments, an apartment
project located in Houston, Texas (the "Lawsuit").  The settlement was memorialized pursuant
to a settlement agreement, dated March 28, 2001, which had the effect of releasing MIGRA, the
Company and the Former Migra Shareholders from all liability in connection with the Lawsuit
(the "Settlement Agreement").

B.	Pursuant to the Second Amended and Restated Agreement and Plan of Merger,
dated as of April 16, 1998, among MIGRA, the Former Migra Shareholders and the Company
(the "Merger Agreement"), the Former Migra Shareholders guaranteed certain obligations of
MIGRA under the Merger Agreement.

C.	In settlement of the dispute between the Company and the Former Migra
Shareholders with respect to whether the Former Migra Shareholders are liable to the Company
for the Lawsuit, the Former Migra Shareholders contributed toward the settlement obligations
incurred by the Company under the Settlement Agreement by directing the Company to redeem
partnership units owned by them in AERC HP Advisors Limited Partnership (the "Partnership")
in the respective amounts as provided in attached Schedule A.

D.	The Company and the Former Migra Shareholders desire to memorialize their
understanding concerning the contribution of the Former Migra Shareholders to the settlement
of the Lawsuit by entering into this Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
covenants and agreements set forth in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, each of the party
signatories hereby agree as follows:

1.	CONTRIBUTION TOWARD SETTLEMENT.  Each Former Migra Shareholder (i)
confirms, ratifies and approves the redemption of 39,314 Class A OP limited partnership units
in the Partnership as their collective contribution to the overall settlement obligations incurred by
the Company under the Settlement Agreement, (ii) consents to the redemption, transfer and
assignment to the Company of the respective number of redeemed Class A OP limited
partnership units, shown for each Former Migra Shareholder, as provided in attached Schedule
A (as shown in the "Redeemed Units" column), effective as of May 15, 2001, (iii) agrees that
the number of remaining units owned by each of them in the Partnership, after giving effect to
such redemption, is correctly set forth as shown in attached Schedule A (under the column
entitled "Remaining OP Units"), (iv) authorizes, ratifies, approves and directs the Company to
transfer to the Company the number of redeemed Class A OP limited partnership units
specified for each Former Migra Shareholder, as shown in the "Redeemed Units" column in
attached Schedule A and (v) represents and warrants that all units so redeemed are free and
clear of all liens and encumbrances whatsoever.

2.	RELEASE.  Except for those obligations set forth in this Agreement, the
Company hereby fully and completely releases and discharges all claims and causes of action,
whether liquidated or contingent, known or unknown, accrued or unaccrued, past, present or
future that it has or potentially could have against the Former Migra Shareholders arising out of
or in any way relating to the Lawsuit or MIGRA's involvement with the acquisition of the
Deerwood Apartments by MIGRA's investment advisory client, including without limitation any
claims that may have been brought directly against MIGRA by such advisory client (the
"Released Claims"); provided, however, except for the Released Claims, this release shall not
waive, release, limit, restrict or affect in any way any other asserted or unasserted obligations of
the Former Migra Shareholders under the Merger Agreement.

3.	WAIVER.  Each Former Migra Shareholder (i) relinquishes any rights to
reimbursement for all or any portion of their respective contributions to the payments made by
the Company under the Settlement Agreement should the Company be successful in collecting
any proceeds of insurance payable under the professional liability insurance policy issued by
Reliance Insurance Company to MIGRA, and (ii) agree that any insurance proceeds collected
by the Company under that policy shall be the sole property of the Company, and (iii)
acknowledges, understands and agrees that the Company has fully funded the so-called
"Basket" pursuant to the provisions of Section 8.3(a) of the Merger Agreement and that
consequently no additional funds are available from the "Basket" to pay any other Indemnifiable
Claims (as defined in the Merger Agreement), if any.

4.	SUCCESSORS AND ASSIGNS.  This Agreement is intended to bind and inure
to the benefit of the parties hereto and their respective successors, assigns, heirs, executors,
administrators and representatives, as the case may be.

5.	SAVINGS AND SEVERABILITY CLAUSE.  It is acknowledged and agreed by
each of the parties hereto that should any provision of this Agreement be declared or be
determined to be illegal or invalid by final determination of any court of competent jurisdiction,
the validity of the remaining parts, terms or provisions of this Agreement shall not be affected
thereby, and the illegal or invalid part, term or provision shall be deemed not to be a part of this
Agreement.

6.	GOVERNING LAW.  The rights and obligations arising under this Agreement
shall be governed by, and construed and enforced in accordance with, the laws of the State of
Ohio.

7.	COUNTERPARTS.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which shall constitute one
and the same agreement.  Delivery of an executed counterpart of a signature page by
telecopier shall be effective as delivery of a manually executed counterpart.

8.	HEADINGS.  The headings of the sections of this Agreement are inserted for
convenience only and shall not affect the interpretation hereof.

9.	EXHIBITS.  All exhibits referred to and attached to this Agreement are
incorporated herein by reference and made a part of this Agreement.

IN WITNESS WHEREOF, each of the parties hereto have caused this Agreement to be
executed and delivered as of the date first written above.

**FORMER MIGRA SHAREHOLDERS		ASSOCIATED ESTATES REALTY**

**CORPORATION**

**/s/ Larry Wright	By:   /s/ Jeffrey I. Friedman**

**Larry Wright						        Jeffrey I. Friedman**

**/s/ James Cote'	Its:   Chairman of the Board & CEO**

**James Cote'**

**/s/ Louis Vogt**

**Louis Vogt**

**/s/ Gregory Golz**

**Gregory Golz**

**/s/ William Hughes**

**William Hughes**

**********Schedule A**

**Redemption Calculation:**

|Partners     | A Unit | Prorate | Redeemed Units
|------------ | ------ | ------- | --------------
|Jim Cote'    | 15,178 | 21.10%  | 8,295         
|Larry Wright | 36,975 | 51.40%  | 20,207        
|Lou Vogt     | 8,129  | 11.30%  | 4,442         
|Bill Hughes  | 5,827  | 8.10%   | 3,185         
|Greg Golz    | 5,827  | 8.10%   | 3,185         
|             | 71,936 | 100.0%  | 39,314        

******Remaining OP Units After Redemption:**

|Partners     | Class "A" OP Units | Redeemed Units | Remaining OP Units
|------------ | ------------------ | -------------- | ------------------
|Jim Cote'    | 108,328            | 8,295          | 100,033           
|Larry Wright | 218,953            | 20,207         | 198,746           
|Lou Vogt     | 53,694             | 4,442          | 49,252            
|Bill Hughes  | 38,789             | 3,185          | 35,604            
|Greg Golz    | 19,127             | 3,184          | 15,942            
|             | 438,891            | 39,314         | 399,577           

******...**