2013 Long-Term Incentive Plan

Effective January 1, 2013, Education Realty Trust, Inc. (the "Company") implemented the Education Realty Trust, Inc. 2013 Long-Term Incentive Plan (the "2013 LTIP"). The terms of the 2013 LTIP are substantially similar to the terms of the Company's previous long-term incentive programs, all of which are described in detail in the Company's annual proxy statement under "Compensation Discussion and Analysis" section. The terms of the 2013 LTIP differ from the previous long-term incentive programs as follows:

• The 2013 LTIP provides that 35% of a participant's award consists of a grant of restricted shares of the Company's common stock, or restricted stock, which will vest in equal annual installments over three years.

• The remaining 65% of a participant's award consists of a grant of restricted stock units, or RSUs, with each RSU representing the right to receive in the future one share of the Company's common stock. As with the 2012 LTIP, the vesting of RSUs is based upon the Company's achievement of total stockholder returns, or TSR, in relation to (i) for one-half of the award, the average TSR of a peer group, and (ii) for one-half of the award, the average TSR of the NAREIT Index, over a three-year period.

• Grants of RSUs under the 2013 LTIP will be made based on specified numbers of RSUs, instead of specified dollar amounts.

The table below shows the number of shares of restricted stock awarded to certain participants pursuant to the 2013 LTIP.

Participant        Time-Vested Restricted Stock (35% of 2013 LTIP Award)
Randy Churchey                         23,026 shares
Thomas Trubiana                        16,447 shares
Randall H. Brown                       7,237 shares
Christine Richards                     5,921 shares
J. Drew Koester                        1,974 shares

The table below shows the number of shares of the Company's common stock that certain participants would earn pursuant to the 2013 LTIP if the Company achieves "Threshold," "Target" or "Maximum" TSR performance levels.

                                Number of shares of Common Stock from the Vesting
Participant                       of RSUs (65% of 2013 LTIP Award) Based Upon:*
                                   Threshold          Target           Maximum
                                  Performance      Performance       Performance
Randy Churchey                   21,382 shares    42,763 shares     64,145 shares
Thomas Trubiana                  15,273 shares    30,545 shares     45,818 shares
Randall H. Brown                 6,720 shares     13,440 shares     20,160 shares
Christine Richards               5,498 shares     10,996 shares     16,494 shares
J. Drew Koester                  1,833 shares      3,665 shares     5,498 shares

* The Compensation Committee may also interpolate between the specified performance goals.

Annual Incentive Compensation

Effective January 1, 2013, the Company revised the individual objective component of the Company's Annual Incentive Compensation Plan by changing the bonus range achievable under the individual objective component at "threshold," "target" and "maximum" levels according to the following table.

Individual Objective Achievement Level Threshold Target Maximum
80% 100% 120%

Bonus Range Multiplier
Threshold Target Maximum
25% 50% 75%

Half of the bonus available under the Annual Incentive Compensation Plan is attributable to the individual objective component. The Company's annual proxy statement contains a more detailed description of the terms of the Annual Incentive Compensation Plan.