Summary of ASSOCIATED ESTATES REALTY CORP

Item 1.01 Entry into a Material Definitive Agreement

On December 30, 2008, Associated Estates Realty Corporation (the "Company") and National City Bank, N.A., as Rights Agent (the "Rights Agent"), entered into an Amended and Restated Shareholder Rights Agreement (the "Rights Agreement") which amends and restates the terms governing the rights (each a "Right") to purchase one one-thousandth share of the Company's Class B Series I Cumulative Preferred Share, without par value ("Class B Preferred Share") currently attached to each outstanding Common Share, without par value ("Common Shares"), of the Company, upon the terms and subject to the conditions set forth in the Rights Agreement. The Final Expiration Date (as defined in the Rights Agreement) of the Rights is now December 30, 2018.

Other than extending the Final Expiration Date (as defined in the Rights Agreement) and revising plan definition of "beneficial ownership" to include, among other things, certain derivative or synthetic arrangements having characteristics of a long position in the Company's common shares, there were no material changes to the principal terms of the Rights. The Exercise Price (as defined in the Rights Agreement) for each one-thousandth of a Class B Preferred Share that can be purchased upon the exercise of a Right initially remains $40.00, subject to adjustment from time to time as described in the Rights Agreement. A copy of the Rights Agreement is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibits                                Description

  4.1     Amended and Restated Shareholder Rights Agreement, dated as of December
          30, 2008, by and between Associated Estates Realty Corporation and
          National City Bank, N.A., including the form of Certificate of Amendment
          to the Second Amended and Restated Articles of Incorporation, the form
          of Rights Certificate and the Summary of Rights to Purchase Preferred
          Shares attached thereto as Exhibits A, B and C, respectively.

  99.1    Press Release of Associated Estates Realty Corporation dated December
          30, 2008.