AMENDMENT NO. 1 TO EQUITY DISTRIBUTIONAGREEMENT

AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT

THIS AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT (the “Amendment”) is entered into effective as of September 7, 2012 (the “Amendment Effective Date”), by and between Education Realty Trust, Inc., a Maryland corporation (the “Company”), and Education Realty Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and KeyBanc Capital Markets Inc. (the “Manager”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Equity Distribution Agreement dated May 22, 2012 by and between the Company and the Manager (the “Agreement”).

RECITALS

WHEREAS, the Company’s registration statement on Form S-3 (File No. 333-161493) is no longer being used following the third anniversary of the initial effective date of such registration statement;

WHEREAS, the Company intends to file with the Commission, on or about September 7, 2012, a new automatic shelf registration statement on Form S-3 (the “New Registration Statement”), which will serve as the means by which the Shares that remain available to be sold under the Agreement are registered with the Commission; and

WHEREAS, the Company and the Manager desire to amend the Agreement to, among other things, clarify that the references therein to the “Registration Statement” shall be deemed to include the New Registration Statement.

AGREEMENT

NOW, THEREFORE, the parties hereby agree as follows:

“the Registration Statement has been filed with the Commission under the Act and became effective upon filing with the Commission under the Act; the Registration Statement constitutes an “automatic shelf registration statement” (as defined in Rule 405 under the Act) filed within three years prior to the date hereof; furthermore, (i) at the time of initial filing of the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated reported filed pursuant to Section 13 or 15(d) of the Exchange Act, or form of prospectus), and (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Shares in reliance on the exemption of Rule 163, the Company was a “well known seasoned issued” (as defined in Rule 405 under the Securities Act);”

“The Common Stock is an “actively traded security” exempted from the requirements of Rule 101 of Regulation M under the Exchange Act by subsection 101(c)(1) of such rule.”

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IN WITNESS WHEREOF, the respective parties have executed this Amendment No. 1 to Equity Distribution Agreement effective as of the date first set forth above.