UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. _ )

Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:

o Preliminary Proxy Statement		o Confidential, for Use of the Commission Only (as
		permitted by Rule 14a-6(e)(2))
þ Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12

BRANDYWINE REALTY TRUST

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ No fee required.

o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

		(1)     Title of each class of securities to which transaction applies:
		(2)     Aggregate number of securities to which transaction applies:
		(3)     Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
		(4)     Proposed maximum aggregate value of transaction:
		(5)     Total fee paid:
o		Fee paid previously with preliminary materials.
o		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
		(1)     Amount previously paid:
		(2)     Form, schedule or registration statement no.:
		(3)     Filing party:
		(4)     Date filed:

		555 East Lancaster Avenue Radnor, PA 19087 (610) 325-5600

Notice of Annual Meeting of Shareholders
to Be Held June 2, 2009

Dear Shareholder:

We invite you to attend our annual meeting of shareholders on Tuesday, June 2, 2009 at 10:00 a.m., local time, at The Four Seasons Hotel, One Logan Square, Philadelphia, Pennsylvania. At the meeting we will ask you to:

u		elect our Board of Trustees; and
u		ratify the appointment of our independent registered public accounting firm for calendar year 2009.

We will also transact such other business as may properly come before the meeting and at any adjournment or postponement of the meeting. Our Proxy Statement provides information that you should consider when you vote your shares.

Only holders of record of our common shares at the close of business on March 9, 2009 are entitled to vote at the 2009 annual meeting or at any adjournment or postponement of the meeting.

Your vote is important to us. Whether or not you plan to attend the annual meeting, please vote your shares. You may vote your shares by marking, signing and dating the proxy card and returning it in the postage paid envelope provided. You may also vote your shares by telephone or through the internet by following the instructions set forth on the proxy card. If you attend the meeting, you may vote your shares in person, even if you have previously submitted a proxy in writing, by telephone or through the internet.

I look forward to seeing you at the meeting.

Sincerely,

Brad A. Molotsky, Senior Vice President,
General Counsel and Secretary

April 7, 2009

BrandywineRealtyTrust		555 East Lancaster Avenue   |    Radnor, PA 19087    |    (610) 325-5600

Proxy Statement for the Annual Meeting of Shareholders

To be held on June 2, 2009

The Board of Trustees of Brandywine Realty Trust is soliciting proxies to be voted at the Annual Meeting of Shareholders to be held on Tuesday, June 2, 2009 at 10:00 a.m., local time, and at any adjournment or postponement of the Meeting. This proxy statement and the enclosed form of proxy are first being furnished to shareholders on or about April 21, 2009.

At the Meeting, we will ask the holders of record of our common shares of beneficial interest, par value $.01 per share, as of the close of business on March 9, 2009 to vote on the proposals listed below and on any other matter that properly comes before the Meeting or any adjournment or postponement of the Meeting:

(1)		The election of eight Trustees to serve as members of our Board of Trustees until the next annual meeting of shareholders and until their successors are elected and qualified; and
(2)		Ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for calendar year 2009.

Our Board of Trustees knows of no other business that will be presented for consideration at the Meeting. If any other matter should be properly presented at the Meeting or any adjournment or postponement of the Meeting for action by the shareholders, the persons named in the proxy form will vote the proxy in accordance with their best judgment on such matter.

Important Notice Regarding the Availability of Proxy Materials
for the Shareholders Meeting to be Held on June 2, 2009

This proxy statement and our 2008 annual report to
shareholders are available at www.proxyvote.com.

Table of Contents

		PAGE
Information About The Meeting and Voting			3
u What Am I Voting on?			3
u Who Is Entitled to Vote?			3
u How Do I Vote?			3
u How You May Revoke or Change Your Vote			4
u What Constitutes a Quorum?			4
u What Vote Is Required to Approve Each Proposal?			4
u What Are the Board’s Recommendations?			4
u What if Other Items Come Up at the Meeting and I Am Not There to Vote?			5
u What Does it Mean if I Receive More Than One Proxy Card?			5
u What if I Receive Only One Set of Proxy Materials Although There Are Multiple Shareholders at My Address?			5
u How Do I Submit a Shareholder Proposal for Next Year’s Annual Meeting?			5
u Will I Receive a Copy of the Annual Report and Form 10-K?			5
u How Can I Access the Proxy Materials Electronically?			6
Proposal 1: Election of Trustees			7
u Trustees			7
u Committees of the Board of Trustees			9
u Meetings of Trustees and Annual Meeting of Shareholders			11
u Trustee Independence; Independence Determination			11
u Corporate Governance			12
u Trustee Nominations			13
u Communications with the Board			14
u Trustee Compensation			14
u Consulting Agreements with Current and Former Trustees			16
u Compensation Committee Interlocks and Insider Participation			16
u Policies and Procedures for Review, Approval or Ratification of Transactions with Related Persons			16
Executives and Executive Compensation			17
u Executive Officers			17
u Compensation Discussion and Analysis			18
u Compensation Committee Report			29
u Compensation Committee Processes and Procedures			29
u Compensation Tables and Related Information			31

		PAGE
u 2006 Long-Term Outperformance Program			36
u 2009 Performance Share Awards and Options			37
u Employment Agreements			38
u Potential Payments Upon Termination of Employment or Change-in-Control			40
u 401(k) Plan			41
u Employee Share Purchase Plan			42
Securities Ownership			43
u Security Ownership of Certain Beneficial Owners and Management			43
Proposal 2: Ratification of The Appointment of Independent Registered Public Accounting Firm			45
u Fees to Independent Registered Public Accounting Firm			45
u Report of the Audit Committee			46
Other Information			47
u Section 16(a) Beneficial Ownership Reporting Compliance			47
u Other Business			47
u Expenses of Solicitation			47
u Shareholder Proposals for the 2010 Annual Meeting of Shareholders			47

Information About The Meeting and Voting

     What Am I Voting on?

          Our Board of Trustees is soliciting your vote for:

	u		The election of eight Trustees to serve as members of our Board of Trustees until the next annual meeting of shareholders and until their successors are elected and qualified.
	u		Ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for calendar year 2009.

If any other matter should be properly presented at the Meeting or any adjournment or postponement of the Meeting for action by the shareholders, the persons named in the accompanying proxy card will vote the proxy in accordance with their best judgment on such matter.

     Who Is Entitled to Vote?

Holders of common shares of record as of the close of business on March 9, 2009 are entitled to notice of and to vote at the Meeting. Common shares can be voted only if the shareholder is present in person or is represented by proxy at the Meeting. As of the record date, 88,003,037 common shares were issued and outstanding and entitled to vote.

     How Do I Vote?

You may have your common shares voted at the Meeting by submitting your proxy by any of the following methods:

	u		Voting by Internet. You may vote your shares through the Internet by signing on to the website identified on the proxy card and following the procedures described on the website. Internet voting is available 24 hours a day, and the procedures are designed to authenticate votes cast by using a personal identification number located on the proxy card. The procedures allow you to appoint a proxy to vote your shares and to confirm that your instructions have been properly recorded. If you vote through the Internet, you should not return your proxy card.
	u		Voting by Mail. If you choose to vote by mail, simply complete the enclosed proxy card, date and sign it, and return it in the postage-paid envelope provided. If you sign your proxy card and return it without marking any voting instructions, your shares will be voted: (1) FOR the election of all Trustee nominees; and (2) FOR ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2009. If any other matter should be properly presented at the Meeting or any adjournment or postponement of the Meeting for action by the shareholders, the representatives holding proxies will vote the proxy in accordance with their best judgment on such matter.
	u		Voting by Telephone. You may vote your shares by telephone by calling the toll-free telephone number provided on the proxy card. Telephone voting is available 24 hours a day, and the procedures are designed to authenticate votes cast by using a personal identification number located on the proxy card. The procedures allow you to appoint a proxy to vote your shares and to confirm that your instructions have been properly recorded. If you vote by telephone, you should not return your proxy card.

You may also attend the Meeting and vote your common shares in person. If you are a shareholder whose shares are held in “street name” (i.e., in the name of a broker, bank or other record holder) you must either direct the record holder of your shares how to vote your shares or obtain a proxy, executed in your favor, from the record holder to be able to vote at the Meeting.

     How You May Revoke or Change Your Vote

You may revoke your proxy at any time before it is voted at the Meeting by any of the following methods:

	u		Submitting a later-dated proxy by mail, over the telephone or through the Internet.
	u		Sending a written notice, including by telegram or telecopy, to our Secretary. You must send any written notice of a revocation of a proxy so as to be delivered before the taking of the vote at the Meeting to:
			Brandywine Realty Trust 555 East Lancaster Avenue Radnor, Pennsylvania 19087 Attention: Brad A. Molotsky, Secretary
	u		Attending the Meeting and voting in person. Your attendance at the Meeting will not in and of itself revoke your proxy. You must also vote your shares at the Meeting. If your shares are held in the name of a bank, broker or other record holder, you must obtain a proxy, executed in your favor, from the record holder to be able to vote at the Meeting.

     What Constitutes a Quorum?

A quorum of common shareholders is required to hold a valid meeting of shareholders. The holders of a majority of the outstanding common shares entitled to vote at the Meeting must be present in person or by proxy to constitute a quorum for the transaction of business at the Meeting. All valid proxies returned will be included in the determination of whether a quorum is present at the Meeting. Unless a quorum is present at the Meeting, no action may be taken at the Meeting except the adjournment thereof to a later time. Abstentions and “broker non-votes” are counted for purposes of determining a quorum. A “broker non-vote” occurs when a bank or broker holding shares for a beneficial shareholder does not vote on a particular proposal because the bank or broker does not have discretionary voting power with respect to the item and has not received voting instructions from the beneficial shareholder.

     What Vote Is Required to Approve Each Proposal?

Voting Rights Generally. Each Common Share is entitled to one vote on each matter to be voted on at the Meeting. Shareholders have no cumulative voting rights.

Election of Trustees. Trustees are elected by a plurality of the votes cast at the Meeting. Any shares not voted (whether by abstention, broker non-vote, or otherwise) will have no impact on the vote. Shares represented by proxies marked “For” will be counted in favor of all nominees, except to the extent the proxy withholds authority to vote for a specified nominee. Shares represented by proxies marked “Abstain” or withholding any authority to vote will not be counted in favor of any nominee. IN THE ABSENCE OF SPECIFIC DIRECTION, SHARES REPRESENTED BY A PROXY WILL BE VOTED “FOR” THE ELECTION OF ALL NOMINEES.

Ratification of Appointment of Independent Registered Public Accounting Firm. Ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2009 requires the affirmative vote of a majority of all votes cast. Abstentions will have the effect of a vote against the proposal. Broker non-votes will have no effect on the vote. IN THE ABSENCE OF SPECIFIC DIRECTION, SHARES REPRESENTED BY A PROXY WILL BE VOTED “FOR” THE RATIFICATION.

     What Are the Board’s Recommendations?

The Board recommends that you vote FOR each of Proposal 1 (Election of Trustees) and Proposal 2 (Ratification of Appointment of Independent Registered Public Accounting Firm).

     What if Other Items Come Up at the Meeting and I Am Not There to Vote?

We are not presently aware of any matters to be presented at the Meeting other than those described in this proxy statement. When you return a signed and dated proxy card or provide your voting instructions by telephone or the Internet, you give the proxy holders (the names of which are listed on your proxy card) the discretionary authority to vote on your behalf on any other matter that is properly brought before the Meeting or any adjournment or postponement of the Meeting.

     What Does it Mean if I Receive More Than One Proxy Card?

Some of your shares may be registered differently or are in more than one account. You should vote each of your accounts by telephone or the Internet or mail. If you mail proxy cards, please sign, date and return each proxy card to assure that all of your shares are voted. If you hold your shares in registered form and wish to combine your shareholder accounts in the future, you should contact our transfer agent, Computershare Shareholder Services, Inc., at P.O. Box 43078, Providence, RI 02940, phone (888) 985-2061; outside the U.S., Canada and Puerto Rico, phone (781) 575-2724. Combining accounts reduces excess printing and mailing costs, resulting in savings for us that benefit you as a shareholder.

What if I Receive Only One Set of Proxy Materials Although
There Are Multiple Shareholders at My Address?

If you and other residents at your mailing address own common shares you may have received a notice that your household will receive only one annual report, proxy statement and Notice of Internet Availability of Proxy Materials. If you hold common shares in street name, you may have received this notice from your broker or bank and the notice may apply to each company in which you hold shares through that broker or bank. This practice of sending only one copy of proxy materials is known as “householding.” If you did not respond to a timely notice that you did not want to participate in householding, you were deemed to have consented to the process. If the foregoing procedures apply to you, one copy of our annual report, proxy statement and Notice of Internet Availability of Proxy Materials have been sent to your address. You may revoke your consent to householding at any time by sending your name, the name of your brokerage firm or bank, and your account number to Broadridge Householding Department, 51 Mercedes Way, Edgewood, NY 11717, or by calling telephone number (800) 542-1061. The revocation of your consent to householding will be effective 30 days following its receipt. In any event, if you did not receive an individual copy of this proxy statement, our annual report and Notice of Internet Availability of Proxy Materials, we will send a copy to you, free of charge, if you address your written request to Brandywine Realty Trust, 555 East Lancaster Avenue, Radnor, PA 19087, Attention: Marge Boccuti or by calling Ms. Boccuti at (610) 832-7702. If you are receiving multiple copies of our annual report, proxy statement and Notice of Internet Availability of Proxy Materials, you can request householding by contacting Ms. Boccuti in the same manner.

     How Do I Submit a Shareholder Proposal for Next Year’s Annual Meeting?

Shareholder proposals may be submitted for inclusion in our 2010 annual meeting proxy statement after the 2009 annual meeting, but must be received no later than December 22, 2009. Proposals should be sent via registered, certified, or express mail to: Brad A. Molotsky, Senior Vice President, General Counsel and Secretary, 555 East Lancaster Avenue, Radnor, Pennsylvania 19087. See also “OTHER INFORMATION — Shareholder Proposals for the 2010 Annual Meeting of Shareholders” later in this proxy statement.

     Will I Receive a Copy of the Annual Report and Form 10-K?

We have furnished our Annual Report with this proxy statement. The Annual Report includes our audited financial statements, along with other financial information about us. Our Annual Report is not part of the proxy solicitation materials.

You can obtain, free of charge, a copy of our Form 10-K, which also includes the audited financial statements of Brandywine Operating Partnership, L.P., our operating partnership subsidiary, by:

	u		accessing our Internet site at www.brandywinerealty.com and clicking on the “Investor Relations” link;
	u		writing to our Manager of Investor Relations, Marge Boccuti, at 555 East Lancaster Avenue, Radnor, Pennsylvania 19087; or
	u		calling us at: (610) 325-5600.

You can also obtain a copy of our Form 10-K and other periodic filings that we make with the SEC from the SEC’s EDGAR database at www.sec.gov.

How Can I Access the Proxy Materials Electronically?

This proxy statement and our 2008 annual report are available on our website at www.proxyvote.com. Instead of receiving copies of our future annual reports, proxy statements, proxy cards and, when applicable, Notices of Internet Availability of Proxy Materials, by mail, shareholders can elect to receive an email that will provide electronic links to our proxy materials and also will give you an electronic link to the proxy voting site. Choosing to receive your future proxy materials or Notices of Internet Availability of Proxy Materials online will save us the cost of producing and mailing documents to you and help conserve natural resources. You may sign up for electronic delivery by visiting www.proxyvote.com.

Proposal 1: Election of Trustees

Our business and affairs are managed under the direction of our Board of Trustees. Our Board has responsibility for establishing broad corporate policies and for our overall performance. Our Board currently consists of eight Trustees (identified below), and these Trustees have been nominated for election to new terms.

The Trustees have no reason to believe that any of the nominees will be unable or unwilling to be a candidate for election at the time of the Meeting. If any nominee is unable or unwilling to serve on our Board, the persons named in the proxy will use their best judgment in selecting and voting for a substitute candidate or the Board may reduce the number of Trustees.

Each individual elected as a Trustee at the Meeting will serve until the next annual meeting of shareholders and until his successor is elected and qualified.

The Board of Trustees unanimously recommends that shareholders vote FOR the election of each of the nominees as Trustees.

     Executive Officers and Trustees

Information regarding our Trustees and executive officers is presented below. We also provide information regarding the Audit Committee and other Committees of our Board of Trustees, nomination procedures for our Trustees, our Code of Business Conduct and Ethics and Section 16(a) beneficial ownership reporting compliance.

     Trustees

The following table identifies the Trustees nominated for election at the Meeting.

Name		Age				Position
Walter D’Alessio			75			Non-Executive Chairman of the Board and Trustee
Anthony A. Nichols, Sr.			69			Chairman Emeritus and Trustee
Gerard H. Sweeney			52			President, Chief Executive Officer and Trustee
D. Pike Aloian			54			Trustee
Charles P. Pizzi			58			Trustee
Donald E. Axinn			79			Trustee
Wyche Fowler			68			Trustee
Michael J. Joyce			67			Trustee

The following are biographical summaries of the Trustees nominated for election at the Meeting.

Walter D’Alessio, Chairman of the Board and Trustee. Mr. D’Alessio was first elected a Trustee on August 22, 1996 and was appointed our non-executive Chairman of the Board on March 25, 2004. Since October 2003, Mr. D’Alessio has served as Vice Chairman of NorthMarq Capital, a real estate investment banking firm headquartered in Minneapolis with offices in Philadelphia. From 1982 until September 2003, he served as Chairman and Chief Executive Officer of Legg Mason Real Estate Services, Inc., a mortgage banking firm headquartered in Philadelphia. Previously, Mr. D’Alessio served as Executive Vice President of the Philadelphia Industrial Development Corporation and Executive Director of the Philadelphia Redevelopment Authority. He also serves as a director of Exelon, Independence Blue Cross, Pennsylvania

Real Estate Investment Trust, Point Five Technologies, Inc., Federal Home Loan Bank of Pittsburgh and the Greater Philadelphia Chamber of Commerce.

Anthony A. Nichols, Sr., Chairman Emeritus and Trustee. Mr. Nichols was elected Chairman of our Board on August 22, 1996. On March 25, 2004, Mr. Nichols became Chairman Emeritus of our Board. Mr. Nichols founded The Nichols Company, a private real estate development company, through a corporate joint venture with Safeguard Scientifics, Inc. and was President and Chief Executive Officer from 1982 through August 22, 1996. From 1968 to 1982, Mr. Nichols was Senior Vice President of Colonial Mortgage Service Company (now GMAC Mortgage Corporation) and President of Colonial Advisors (the advisor to P.N.B. Mortgage and Realty Trust). Mr. Nichols has been a member of the National Association of Real Estate Investment Trusts (“NAREIT”) and former member of the Board of Governors of the Mortgage Banking Association and Chairman of the Income Loan Committee of the regional Mortgage Bankers Association and the Executive Committee of the Greater Philadelphia Chamber of Commerce. He is Vice Chairman and Trustee of Saint Joseph’s University and Chairman of the Development Committee. He is also a board member of Fox Chase Bank and the Marine Corps Scarlet and Gold Committee. His memberships include the National Association of Industrial and Office Parks (“NAIOP”) and the Urban Land Institute (“ULI”).

Gerard H. Sweeney, President, Chief Executive Officer and Trustee. Mr. Sweeney has served as our President and Chief Executive Officer since August 8, 1994 and as our President since November 9, 1988. He was first elected a Trustee on February 9, 1994. Prior to August 1994, in addition to serving as our President, Mr. Sweeney served as Vice President of LCOR, Incorporated (“LCOR”), a real estate development firm. Mr. Sweeney was employed by the Linpro Company (a predecessor of LCOR) from 1983 to 1994 and served in several capacities, including Financial Vice President and General Partner. During this time, Mr. Sweeney was responsible for the development, marketing, management, construction and financial oversight of a diversified portfolio consisting of urban high-rise, mid-rise, flex, warehouse and distribution facilities, retail and apartment complexes. Mr. Sweeney is a member of the Board of Governors of NAREIT, the Real Estate Roundtable and ULI. Mr. Sweeney is Chairman of the Board of the Schuylkill River Development Corporation, Chairman of the Board of WHYY and a member of the Board of the Pennsylvania Academy of the Fine Arts and Thomas Jefferson University.

D. Pike Aloian, Trustee. Mr. Aloian was first elected a Trustee on April 19, 1999. Mr. Aloian is a Managing Director of Rothschild Realty Inc., a real estate investment management firm based in New York that specializes in providing growth capital to public and private real estate companies. At Rothschild, Mr. Aloian is responsible for originating investment opportunities, negotiating and structuring transactions and monitoring the investments over their respective lives. Mr. Aloian is a director of EastGroup Properties, Merritt Properties, Advance Realty Group, Denholtz Holdings, LLC, Victory Real Estate Investments, LLC and Shaner Hotel Holdings. He is an adjunct professor of the Columbia University Graduate School of Business. Mr. Aloian graduated from Harvard College in 1976 and received an MBA from Columbia University in 1980. Mr. Aloian was initially elected to our Board in April 1999 in connection with our issuance to Five Arrows Realty Securities III L.L.C. of preferred shares of beneficial interest and warrants exercisable for common shares.

Charles P. Pizzi, Trustee. Mr. Pizzi was first elected a Trustee on August 22, 1996. Mr. Pizzi is the President and Chief Executive Officer of Tasty Baking Company, a position he assumed on October 7, 2002. Mr. Pizzi served as President and Chief Executive officer of the Greater Philadelphia Chamber of Commerce from 1989 until October 4, 2002. Mr. Pizzi is a director of Tasty Baking Company and serves on a variety of civic, educational, charitable and other boards, including the boards of Drexel University, Philadelphia Stock Exchange, Federal Reserve Bank of Philadelphia and Independence Blue Cross.

Donald Everett Axinn, Trustee. Mr. Axinn was first elected a Trustee on October 6, 1998. Mr. Axinn is the founder and chairman of the Donald E. Axinn Companies, an investment firm and developer of office and industrial parks throughout the New York metropolitan area. He has published two novels and nine books of poetry, and has produced a film, SPIN, from his novel of the same name. He currently serves on the Board of Trustees of Cold Spring Harbor Laboratory, and is a member of the Advisory Council for Woodrow Wilson International Center for Scholars at the Smithsonian Institution. He has served on the

board of The American Academy of Poets, the advisory board for Poet Laureate Robert Pinsky, and was recently Chairman of The Nature Conservancy, Long Island Chapter. A graduate of Middlebury College and holder of a master’s degree in Humanities, he has also been awarded five honorary doctorates. Mr. Axinn has also served as an associate dean of Arts and Sciences at Hofstra University. In 1983, he co-founded the Interfaith Nutrition Network, which provides shelters and kitchens for the homeless and hungry on Long Island.

Wyche Fowler, Trustee. Mr. Fowler was first elected a Trustee on September 1, 2004. Mr. Fowler served as a member of the U.S. House of Representatives (1977-1986) and U.S. Senate (1987-1992) and as ambassador to Saudi Arabia (1996-2001). Mr. Fowler received an A.B. degree in English from North Carolina’s Davidson College in 1962 and a J.D. from Emory University in 1969. Mr. Fowler serves on a number of corporate and academic boards, including the Philadelphia Stock Exchange, Global Green, Shubert Theatres, NY and Davidson College, and Mr. Fowler is board chair of the Middle East Institute, a nonprofit research foundation in Washington, D.C.

Michael J. Joyce, Trustee. Mr. Joyce was first elected a Trustee on June 1, 2004. From 1995 until his retirement from Deloitte in May 2004, Mr. Joyce served as Managing Partner for New England of Deloitte, an international accounting firm. Prior to that, he was, for ten years, Managing Partner for Philadelphia of Deloitte. Mr. Joyce serves as Chairman of the Board of A.C. Moore Arts and Crafts, Inc. and as a director of Allegheny Technologies Inc. and also serves on the Board of Overseers of the Boston Symphony Orchestra.

In addition to our eight current Trustees, Messrs. Thomas F. August and Michael V. Prentiss served on our Board from January 5, 2006 until their resignations (February 5, 2008 for Mr. August and February 8, 2008 for Mr. Prentiss). See Item 11 “Executive Compensation — Consulting Agreements with Current and Former Trustees.”

     Committees of the Board of Trustees

Our Board of Trustees has standing Audit, Corporate Governance, Compensation and Executive Committees.

The table below provides 2008 membership and meeting information for each of the Board Committees.

Corporate

Name

Audit

Governance

Compensation

Executive

Walter D’Alessio

X

X

X

Anthony A. Nichols, Sr.

Gerard H. Sweeney

X

D. Pike Aloian

X

X

X

Donald E. Axinn

X

X

Wyche Fowler

X

Michael J. Joyce

X

X

Charles P. Pizzi

X

X

2008 Meetings

10

4

18

1

Audit Committee. Our Audit Committee assists our Board in overseeing: (i) the integrity of our financial statements; (ii) our compliance with legal and regulatory requirements; (iii) the independence and qualifications of our independent registered public accounting firm; and (iv) the performance of our internal audit function and independent registered public accounting firm. Our Board adopted the Audit Committee’s charter and the charter is available on our website (www.brandywinerealty.com). Our Code

of Business Conduct and Ethics includes information regarding procedures established by our Audit Committee for the submission of complaints about our accounting or auditing matters. The Code of Business Conduct and Ethics is available on our website (www.brandywinerealty.com). The Audit Committee met 10 times in 2008 and two times to date in 2009.

Our Audit Committee currently consists of Messrs. Aloian (Chair), Joyce and Pizzi, each of whom is independent within the meaning of the Securities and Exchange Commission (“SEC”) regulations, the listing standards of the New York Stock Exchange and our Corporate Governance Principles. Each member of the Audit Committee is financially literate, knowledgeable and qualified to review financial statements. Each of Messrs. Aloian and Joyce is qualified as an “audit committee financial expert” within the meaning of SEC regulations. Our Board reached its conclusion as to the qualifications of each of Messrs. Aloian and Joyce based on his education and experience in analyzing financial statements of a variety of companies. In addition to serving on our Audit Committee, Mr. Joyce currently serves on the audit committees of (A.C. Moore Arts and Crafts, Inc. and Allegheny Technologies Inc.).

As part of the Audit Committee’s role to establish procedures for the receipt of complaints regarding accounting, internal controls over financial reporting and auditing matters, we established a hotline for the anonymous submission of concerns regarding questionable accounting or auditing matters. Any matters reported through the hotline that involve accounting, internal controls over financial reporting or auditing matters, or any fraud involving management or persons who have a significant role in our internal controls over financial reporting, will be reported to the Chairman of our Audit Committee. Our current hotline number is (877) 888-0002.

Corporate Governance Committee. Our Corporate Governance Committee is responsible for: (i) identifying individuals qualified to become Board members and recommending to our Board the nominees for election to the Board; (ii) recommending to our Board any changes in our Corporate Governance Principles; (iii) leading our Board in its annual review of Board performance, and making recommendations to the Board regarding Board organization, membership, function and effectiveness, as well as committee structure, membership, function and effectiveness; (iv) recommending to our Board Trustee nominees for each Board committee; (v) reviewing our efforts to promote diversity among Trustees, officers, employees and contractors; (vi) arranging for an orientation for all Trustees; and (vii) assessing succession planning, including assisting the Board in identifying and evaluating potential successors to the President and Chief Executive Officer. The charter of the Corporate Governance Committee is available on our website (www.brandywinerealty.com). The Corporate Governance Committee met four times in 2008 and one time to date in 2009.

Our Corporate Governance Committee currently consists of Messrs. Fowler (Chair), Aloian, Axinn and D’Alessio. Each member of the Corporate Governance Committee is independent within the meaning of the listing standards of the New York Stock Exchange and our Corporate Governance Principles.

Compensation Committee. Our Compensation Committee is authorized to determine compensation for our senior executives. Our Compensation Committee has a charter, which is available on our website (www.brandywinerealty.com). The Compensation Committee met 18 times in 2008 and 7 times to date in 2009.

Our Compensation Committee currently consists of Messrs. Pizzi (Chair), D’Alessio, Joyce and Axinn. Each member of our Compensation Committee is independent within the meaning of the listing standards of the New York Stock Exchange and our Corporate Governance Principles.

For further information on the process and procedures of our Compensation Committee, please see the section entitled, “Executives & Executive Compensation — Compensation Committee Processes and Procedures”.

Executive Committee. In June 2008 our Board reconstituted its Executive Committee and appointed Messrs. Sweeney (Chair), D’Alessio and Aloian as members. The Executive Committee has authority to approve certain significant, acquisitions, dispositions and other investments, subject to limitations set by the Board. The Executive Committee met one time during 2008 and has met one time to date in 2009.

     Meetings of Trustees and Annual Meeting of Shareholders

Our Board of Trustees held 11 meetings in 2008. In 2008, each incumbent Trustee attended at least 75% of the aggregate of the total number of meetings of the Board and meetings held by all committees on which he served. In addition, our Board holds informational sessions with our President and Chief Executive Officer. During 2008, the Board held seven informational sessions. Our non-management Trustees also hold regular meetings without management. During 2008, our non-management Trustees held 11 such meetings.

It is our policy that all Trustees attend annual meetings of shareholders except where the failure to attend is due to unavoidable circumstances or conflicts. All Trustees attended our annual meeting of shareholders on June 18, 2008.

     Trustee Independence; Independence Determination

No Trustee qualifies as independent unless our Board affirmatively determines that the Trustee has no material relationship with us, directly or as a partner, share owner or officer of an organization that has a relationship with us.

Our Board has adopted standards that are set forth in our Corporate Governance Principles. These standards meet the listing standards of the New York Stock Exchange and assist our Board in its evaluation of each Trustee’s independence. Consistent with New York Stock Exchange listing standards, these standards provide that a Trustee who has any of the following relationships or arrangements will not qualify as independent:

	u		The Trustee is, or has been within the last three years, an employee of ours, or an immediate family member of the Trustee is, or has been within the last three years, an executive officer of ours.
	u		The Trustee has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $100,000 in direct compensation from us (excluding compensation in the form of Board fees and Board committee fees, whether paid in cash or shares).
	u		(A) The Trustee or an immediate family member is a current partner of a firm that is our internal or external auditor; (B) the Trustee is a current employee of such a firm; (C) the Trustee has an immediate family member who is a current employee of such a firm and who participates in the firm’s audit, assurance or tax compliance (but not tax planning) practice; or (D) the Trustee or an immediate family member was within the last three years (but is no longer) a partner or employee of such a firm and personally worked on our audit within that time.
	u		The Trustee or an immediate family member of the Trustee is, or has been within the last three years, employed as an executive officer of another company where any of our present executive officers at the same time serves or served on that company’s compensation committee.
	u		The Trustee is a current employee, or an immediate family member of the Trustee is a current executive officer, of a company that has made payments to, or received payments from, us for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues.

In its assessment of Trustee independence, our Board considers all commercial, charitable and other business relationships and transactions that any Trustee or member of his immediate family may have with us or with any of our affiliates, including those reported under “Transactions with Related persons” and “Consulting Agreements with Current and Former Trustees” below. Our Board applies the same criteria for assessing independence for purposes of each of the Audit Committee, Corporate Governance Committee and Compensation Committee. In addition, no member of the Audit Committee may accept

directly or indirectly any consulting, advisory or other compensatory fee from us (other than fees for service as a Trustee and member of Board committees) or be an affiliate of us.

Our Board has affirmatively determined that each of Messrs. Aloian, Axinn, D’Alessio, Fowler, Joyce and Pizzi is independent under the standards of the New York Stock Exchange and those set forth in our Corporate Governance Principles and that the Audit Committee, Corporate Governance Committee and Compensation Committee are comprised exclusively of independent Trustees.

Our Board did not determine Mr. Nichols to be independent because of his status as a former executive with us and because he served as a paid consultant to us during 2008, and did not determine Mr. Sweeney to be independent because of his position as our President and Chief Executive Officer.

     Corporate Governance

Governance Compliance: Our policies and practices comply with the listing requirements of the New York Stock Exchange and the requirements of the Sarbanes-Oxley Act of 2002. Our Board and Corporate Governance Committee regularly evaluate our approach to corporate governance in light of changing regulatory requirements and evolving best practices.

	u		Our Board has adopted clear corporate governance policies as reflected in our Corporate Governance Principles.
	u		A majority of our Trustees are independent of us and our management, and all members of the Audit Committee, Compensation Committee and Corporate Governance Committee are independent.
	u		The Chairman of our Board is independent.
	u		Our non-management Trustees meet regularly without the presence of management.
	u		The charters of our Board committees clearly establish their respective roles and responsibilities.
	u		Our Board has adopted a Code of Business Conduct and Ethics that applies to all of our Trustees, officers and employees.
	u		We have a hotline available to all employees, and our Audit Committee has established procedures for the anonymous submission of any employee complaint, including those relating to accounting, internal controls or auditing matters.
	u		Our Board and Board Committees undertake an annual performance self-evaluation.

Additional information on our corporate governance is provided in the following paragraphs and elsewhere in this proxy statement.

Lead Independent Trustee: Mr. D’Alessio, Chairman of the Board, is our lead independent Trustee, with responsibility to preside at executive sessions of non-management Trustees, oversee the agenda of Board meetings and be available to shareholders and other parties interested in communicating with our non-management Trustees.

Executive and Trustee Share Ownership Requirements: We maintain minimum share ownership requirements for our executives and Trustees. For more information, please refer to the description within the compensation discussion and analysis, page 28.

Succession Planning: Our Board, primarily through our Corporate Governance Committee, assesses succession planning for management and leadership, with a primary focus on succession in the event of the unexpected incapacity of our President and Chief Executive Officer. Our Corporate Governance Principles provide that our President and Chief Executive Officer should at all times make available to the Board, on a confidential basis, his recommendations and evaluations of potential successors.

Code of Conduct: We maintain a Code of Business Conduct and Ethics, a copy of which is available on our website (www.brandywinerealty.com), applicable to our Trustees, officers and employees. The Code of

Business Conduct and Ethics reflects and reinforces our commitment to integrity in the conduct of our business. Any waiver of the Code for executive officers or Trustees may only be made by the Board or by the Audit Committee (which is composed solely of independent Trustees) and will be disclosed promptly as required by law or stock exchange regulation. In addition to the strictures on our personnel included in our Code of Business Conduct and Ethics, we notify our vendors of our commitment to the highest ethical standards and the restrictions in our Code on improper payments and gratuities to our personnel.

Availability of Committee Charters and Corporate Governance Principles: Each of the charters of the Audit, Compensation and Corporate Governance Committees, our Corporate Governance Principles and our Code of Business Conduct and Ethics is available on our website (www.brandywinerealty.com) and we will also make available in print copies of any of these documents to any shareholder, without charge, upon request.

     Trustee Nominations

In making its recommendations as to nominees for election to our Board, the Corporate Governance Committee may consider, in its sole judgment, recommendations of our President and Chief Executive Officer, other Trustees, senior executives, shareholders and third parties. The Corporate Governance Committee may also retain third-party search firms to identify candidates. Shareholders desiring to recommend nominees should submit their recommendations in writing to Walter D’Alessio, Chairman of the Board, c/o Brandywine Realty Trust, 555 East Lancaster Avenue, Radnor, Pennsylvania 19087. Recommendations from shareholders should include pertinent information concerning the proposed nominee’s background and experience.

Our Board’s Corporate Governance Principles set forth qualifications for Trustee nominees and the qualifications include a nominee’s:

	u		personal ethics, integrity and values;
	u		inquiring and independent mind;
	u		practical wisdom and mature judgment;
	u		broad training and experience at the policy making level in business, government, education or technology;
	u		willingness to devote the required amount of time to fulfill the duties and responsibilities of Board membership;
	u		commitment to serve on the Board over a period of years in order to develop knowledge about our operations; and
	u		involvement in activities or interests that do not create a conflict with the nominee’s responsibilities to us and our shareholders.

The Corporate Governance Committee also considers such other factors as it deems appropriate, including the current composition of the Board. The Corporate Governance Committee has not adopted any criteria for evaluating a candidate for nomination to the Board that differ depending on whether the candidate is nominated by a shareholder versus by a Trustee, member of management or other third parties.

If the Corporate Governance Committee decides, on the basis of its preliminary review of a candidate, to proceed with further consideration of the candidate, members of the Committee, as well as other members of the Board as appropriate, interview the candidate. After completing its evaluation, the Corporate Governance Committee makes a recommendation to the full Board, which makes the final determination whether to nominate or appoint the candidate as a new Trustee. Our President and Chief Executive Officer, as a Trustee, participates in the Board’s determination.

Communications with the Board

Shareholders and other parties interested in communicating directly with our lead independent Trustee (Mr. D’Alessio) or with our non-management Trustees as a group may do so by writing to Lead Independent Trustee, Brandywine Realty Trust, 555 East Lancaster Avenue, Radnor, Pennsylvania 19087. In addition, any shareholder or interested party who wishes to communicate with our Board or any specific Trustee, including non-management Trustees, may write to Board of Trustees, c/o Brandywine Realty Trust, at our headquarters’ address. Depending on the subject matter, management will:

	u		forward the communication to the Trustee or Trustees to whom it is addressed. (For example, if the communication received deals with questions or complaints regarding accounting, it will be forwarded by management to the Chairman of our Audit Committee for review);
	u		attempt to handle the inquiry directly (for example, where the communication is a request for information about us or our operations that does not appear to require direct attention by the Board or an individual Trustee); or
	u		not forward the communication if it is primarily commercial in nature or relates to an improper or irrelevant topic.

At each meeting of the Board, the Chairman of the Board will present a summary of all communications (if any) received since the last meeting of the Board that were not forwarded and will make those communications available to any Trustee upon request.

Trustee Compensation

The following table and footnotes provide information on the 2008 compensation of our Trustees (other than our President and Chief Executive Officer, who is not separately compensated for his service on the Board). In the paragraph following the table and footnotes we describe our standard compensation arrangements for service on the Board and Board committees.

Trustee Compensation

		Fees Earned								All Other
		or Paid in				Share Awards				Compensation				Total
Name		Cash ($)(1)				($)(2)				($)				($)
Walter D’Alessio		$	129,500			$	27,441			$	5,376	(3)		$	162,317
Anthony A. Nichols, Sr.		$	63,500			$	27,441			$	50,964	(4)		$	141,905
D. Pike Aloian		$	89,500			$	27,441			$	5,376	(3)		$	122,317
Donald E. Axinn		$	73,000			$	27,441			$	5,376	(3)		$	105,817
Wyche Fowler		$	77,500			$	27,441			$	5,376	(3)		$	110,317
Michael J. Joyce		$	91,500			$	27,441			$	5,376	(3)		$	124,317
Charles P. Pizzi		$	100,000			$	27,441			$	5,376	(3)		$	132,817

		Total Number of Unvested
Name		Restricted Common Shares
Walter D’Alessio			3,640
Anthony A. Nichols, Sr.			3,640
D. Pike Aloian			3,640
Donald E. Axinn			3,640
Wyche Fowler			3,640
Michael J. Joyce			3,640
Charles P. Pizzi			3,640

In 2008, our Trustees (other than our President and Chief Executive Officer) received the following compensation for their service as Trustees:

	u		$35,000 annual fee payable in cash or common shares, at each Trustee’s election;
	u		$40,000 annual award payable in “restricted” common shares that vest in three equal annual installments (valued at the closing price of the common shares on the date of our annual meeting of shareholders);
	u		$1,500 fee payable in cash for participation in each meeting and informational session of the Board;
	u		$1,000 fee payable in cash for participation by a member of a Board committee in each meeting of the committee;
	u		$45,000 annual fee payable in cash for the Chair of the Board; $15,000 annual fee payable in cash for the Chair of the Audit Committee; $10,000 annual fee payable in cash for the Chair of the Compensation Committee; and $10,000 annual fee payable in cash for the Chair of the Corporate Governance Committee.

Our Trustees are also reimbursed for expenses of attending Board and Board committee meetings. In addition, our Corporate Governance Principles encourage our Trustees to attend continuing education programs for directors and provide for reimbursement of the reasonable costs of attending such programs. Trustees may elect to defer the receipt of all or a portion of their $35,000 annual fee and $1,500 per Board meeting fee into our Deferred Compensation Plan.

Consulting Agreements with Current and Former Trustees

Mr. Nichols (Current Trustee). During 2008 we paid Mr. Nichols $30,000 for consulting services. In addition, under a consulting agreement that we entered into with Mr. Nichols in 2004, as amended in 2006, we agreed to provide health care and life insurance benefits to Mr. Nichols through December 31, 2010.

Mr. Prentiss (Former Trustee). On January 5, 2006, we entered into a consulting agreement with Mr. Prentiss. Mr. Prentiss joined our Board in January 2006 upon the consummation of our merger with Prentiss Properties Trust. Mr. Prentiss resigned from the Board on February 8, 2008. The consulting agreement had a three-year term and provided for: (i) Mr. Prentiss’ consulting services to us for $1,000 per year; (ii) not less than 3,300 square feet of office space for Mr. Prentiss; (iii) secretarial support for Mr. Prentiss; (iv) health, vision, dental, prescription drug and disability insurance coverages at our expense; and (v) the right of Mr. Prentiss to up to 100 hours per year of flight time on a Challenger 300 aircraft and the right to purchase our interest in the aircraft at the end of the three year period for $100,000. Mr. Prentiss exercised this purchase right. In addition, if any payments made to Mr. Prentiss in connection with our 2006 merger would result in an excise tax imposed by either Section 4999 or Section 409A of the Internal Revenue Code, he would be entitled to receive from us a tax reimbursement payment that would put him in the same financial position after-tax that he would have been in if the excise tax did not apply to such amount.

Mr. August (Former Trustee). On January 5, 2006, we entered into a consulting agreement with Mr. August. Mr. August joined our Board in January 2006 upon the consummation of our merger with Prentiss Properties Trust. Mr. August resigned from the Board on February 5, 2008. The consulting agreement had a three-year term and provided for: (i) Mr. August’s consulting services to us for $1,000 per year plus $500 per hour of consulting services provided; (ii) not less than 2,500 square feet of office space for Mr. August; (iii) secretarial support for Mr. August; and (iv) health, vision, dental, prescription drug and disability insurance coverages at our expense. In addition, if any payments made to Mr. August in connection with our 2006 merger would result in an excise tax imposed by either Section 4999 or Section 409A of the Internal Revenue Code, he would be entitled to receive from us a tax reimbursement payment that would put him in the same financial position after-tax that he would have been in if the excise tax did not apply to such amount.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee of our Board is currently comprised of Charles P. Pizzi (Chair), Walter D’Alessio, Donald E. Axinn and Michael J. Joyce. No member of the Compensation Committee is or has been an officer or employee of the Company. In addition, none of our executive officers serves as a member of the board of directors or compensation committee of any company that has an executive officer serving as a member of our Board.

Policies and Procedures for Review, Approval or
Ratification of Transactions with Related Persons

Our Audit Committee’s charter provides for review by the Audit Committee of related party transactions. In addition, our Declaration of Trust, which is our corporate charter, provides for approval of transactions in which any of our Trustees has an interest by a majority of our Trustees who have no interest in the transaction. Therefore, related party transactions with a Trustee require both review by our Audit Committee and approval by a majority of our Trustees who have no interest in the transaction. Our Audit Committee charter and our corporate charter do not state criteria or standards that our Trustees must follow in approving related party transactions. Accordingly, our Trustees consider related party transactions in light of their fiduciary duties to act in an informed and careful manner and in the best interest of us and our shareholders. Since January 1, 2008, there have been no related party transactions where the policies and procedures in the Audit Committee charter and our corporate charter have not been followed.

Executives and Executive Compensation

Executive Officers

The following are biographical summaries of our executive officers who are not Trustees:

Howard M. Sipzner (age 47) is our Executive Vice President and Chief Financial Officer. Mr. Sipzner was appointed to his position in December 2006 and became an officer with us in January 2007. Mr. Sipzner joined us from Equity One, Inc., a real estate investment trust in North Miami Beach, Florida, where he served as Executive Vice President and Chief Financial Officer from 2004 and as Chief Financial Officer and treasurer from 1999 to 2004. Before Equity One, Mr. Sipzner served for twelve years as a Vice President in the Real Estate & Lodging Investment Banking department of Chase Securities, Inc., a subsidiary of the Chase Manhattan Bank and its predecessor, the Chemical Bank. Prior to joining Chemical Bank, Mr. Sipzner worked as an analyst for Merrill Lynch in the Municipal Securities area. Mr. Sipzner received a Bachelor of Arts from Queens College, City University of New York and an MBA from the Harvard Business School.

H. Jeffrey DeVuono (age 43) is our Executive Vice President and Senior Managing Director — Pennsylvania region. Mr. DeVuono joined us in January of 1997. Prior to joining us, Mr. DeVuono worked for LCOR, Inc., a private development company that had a previous association with us, where he held a variety of positions, all of which related to asset management. Prior to joining LCOR, Mr. DeVuono was a sales representative for Cushman & Wakefield of Philadelphia. Mr. DeVuono serves on the board of the Pennsylvania Economy League, The Center for Emerging Visual Artists, Bartram’s Gardens and is a committee member of Crossing the Finish Line. He is also a member of CoreNet, NAREIT, NAIOP and the University of Pennsylvania’s Wharton School Zell/Lurie Real Estate Center. Mr. DeVuono is a graduate of LaSalle University.

George D. Sowa (age 49) is our Executive Vice President and Senior Managing Director — New Jersey/Delaware Region. Mr. Sowa joined us on April 13, 1998. Prior to joining us, Mr. Sowa was employed by Keating Development Company, a real estate development firm, from 1997 to 1998, as a development manager. Mr. Sowa was also employed by Linpro/LCOR, Incorporated as Director of Development/Operations from 1989 to 1997. Mr. Sowa received a Bachelor of Science degree from Cornell University and holds a real estate license in New Jersey and Pennsylvania. Mr. Sowa serves on the Board of the National Chapter of NAIOP as well as the Board and Executive Committee of NJ NAIOP. George is also a member of the National Association of Real Estate Investment Trusts (NAREIT) and is on the board of the Chamber of Commerce of Southern New Jersey, the Regional Planning Partnership and the Evergreens.

Robert K. Wiberg (age 53) is our Executive Vice President and Senior Managing Director — Metro DC Region. He also provides operational oversight for our Richmond Virginia, Southwest, Southern and Northern California regions. Mr. Wiberg joined us on January 5, 2006 upon consummation of our merger with Prentiss. Prior to consummation of the merger, he served as Executive Vice President and Managing Director of the Mid-Atlantic region of Prentiss. His responsibilities at Prentiss included development, acquisitions, leasing, construction, property management and asset management activities in this region. Mr. Wiberg has worked in the Prentiss Washington, D.C. office since 1988, and prior to that served as a development officer in the Prentiss Los Angeles, Atlanta and Dallas offices. Mr. Wiberg holds an MBA from the University of California at Berkeley, a Master of City and Regional Planning degree from Harvard University, and a Bachelor of Arts degree from Cornell University. He has served on the Board of Directors of the Northern Virginia Chapter of the NAIOP, currently serves on the board of the Arlington Partnership for Affordable Housing and holds a Virginia real estate license.

George D. Johnstone (age 45) is our Senior Vice President, Operations & Asset Management. He works in conjunction with the regional managing directors in running the Company’s operations. Mr. Johnstone joined us on November 8, 1998. Prior to Mr. Johnstone’s appointment as Brandywine Realty Trust’s

Senior Vice President, Operations & Asset Management, he was the Vice President of Operations for the Company’s Pennsylvania Regions from 2004 — 2005, the New Jersey Region from 2002 — 2004, and Director of Operations for the New Jersey Region upon his hiring in 1998 until 2002. Prior to joining us, he was the Regional Controller for Linpro/LCOR Inc., where he was responsible for strategic and tactical accounting processes and oversight and leadership of all accounting functions for the Company. Mr. Johnstone serves on the board of the Juvenile Diabetes Research Foundation. Mr. Johnstone earned his Bachelor of Science degree in accounting from Albright College.

Brad A. Molotsky (age 44) is our Senior Vice President, General Counsel and Secretary. Mr. Molotsky became our General Counsel and Secretary in October 1997 and became a Senior Vice President in December 2004. Prior to joining us, Mr. Molotsky was an attorney at Pepper Hamilton LLP in Philadelphia, Pennsylvania. Mr. Molotsky is a member of NAREIT and the Real Estate Roundtable — Building Security Taskforce, a board member of the Philadelphia Chapter of the NAIOP, the JCC of Southern New Jersey, the Cherry Hill Business Partnership and the Greater Philadelphia Cultural Alliance, and a member of the University of Pennsylvania’s Wharton School Zell/Lurie Real Estate Center. Mr. Molotsky received a B.S. in Accounting from the University of Delaware and an MBA/JD from Villanova University’s School of Law and the College of Business and Finance.

Gabriel J. Mainardi (age 35) is our Vice President, Accounting and our Treasurer. Mr. Mainardi joined us in 2005 as our corporate controller. Prior to joining us, Mr. Mainardi was a senior manager in public accounting at Ernst & Young LLP, where he worked from October 1996 through July 2005, specializing in real estate clients. Mr. Mainardi is a licensed certified public accountant in the Commonwealth of Pennsylvania and holds a Bachelor of Science degree in accountancy from Villanova University.

Compensation Discussion and Analysis

Overview

Our Compensation Committee sets and administers our executive compensation policies and practices. Through these policies and practices we seek to attract, retain and motivate high quality executives to advance our corporate goal of maximizing total returns to shareholders through quarterly dividends and share price appreciation.

Our executive compensation consists of three principal components: base salary; annual bonus; and equity-based long-term incentives. We provide annual bonus awards primarily to motivate key employees to meet individualized annual performance targets that take into account and enhance our corporate performance. Individualized annual performance targets reflect the areas of responsibility of our executives, such as leasing, tenant services, acquisitions, dispositions, developments, financings and administration, as well as our annual corporate goals as described more thoroughly in the pages which follow. Our long-term equity-based incentives are awarded to motivate, reward and retain key employees over longer periods and align their interests with those of our shareholders. A key measure for our longer term incentive plan is relative total shareholder return. In addition, an executive whose employment with us terminates before equity-based awards have vested, either because the executive has not performed in accordance with our expectations or because the executive chooses to leave, will normally forfeit the unvested portion of the award.

Generally, as an executive’s responsibilities increase, our Compensation Committee allocates a greater portion of total compensation to a short term cash bonus and long-term equity-based incentive as compared to base salary. In addition for our most senior executives, a greater portion of their award is tied to overall company performance. We believe this allocation approach reflects our philosophy of pay-for-performance because of the greater influence which our most senior executives have on our business results.

Our Compensation Committee makes final compensation determinations in or shortly after the first quarter of each year. This timing allows the Compensation Committee to evaluate our executives against individual performance metrics and our corporate performance for the preceding year.

In early 2008 our Compensation Committee engaged Towers Perrin to assist it in assuring that our executive compensation policies and practices:

	1.		align management and shareholder interests;
	2.		align pay programs with our business strategy;
	3.		provide retention incentives; and
	4.		provide appropriate, market based equity ownership by officers.

Our Compensation Committee selected Towers Perrin as a consultant because of its expertise and reputation as a compensation consulting firm. We do not have any affiliation with Towers Perrin and their engagement and scope of services (including design and valuation services) have been solely through our Compensations Committee.

In early 2008, in consultation with Towers Perrin, our Compensation Committee developed a peer group as a frame of reference for our executive compensation. Our Compensation Committee believes that peer group data is an indicator of compensation opportunities at companies that might recruit our executives and helps the Committee set compensation at competitive levels. Our Compensation Committee selected these companies because they acquire, sell, develop, lease and manage sizeable office real estate portfolios or own both office and industrial properties. Our Compensation Committee did not consider the compensation practices of any of the peer group companies in selecting them for inclusion in the peer group.

	u		Alexandria Real Estate Equities Inc.
	u		BioMed Realty Trust Inc.
	u		Corporate Office Properties Trust Inc.
	u		Duke Realty Corporation
	u		Douglas Emmett, Inc.
	u		First Industrial Realty Trust, Inc.
	u		Highwoods Properties, Inc.
	u		HRPT Properties Trust
	u		Kilroy Realty Corp.
	u		Lexington Corporate Properties Trust
	u		Liberty Property Trust
	u		Mack-Cali Realty Corporation
	u		Maguire Properties, Inc.
	u		PS Business Parks, Inc.
	u		Washington Real Estate Investment Trust

In addition to its review of peer group data, and analyses prepared by Towers Perrin, our Compensation Committee reviews other analyses, including an analysis prepared by our executive staff of survey data compiled by FPL and NAREIT.

Following analyses by, and discussions with Towers Perrin, our Compensation Committee adopted a framework for equity-based long-term incentives comprised of three components: stock options, time vested restricted shares and performance units. We discuss below the material terms of each of these three components. See “—Equity-Based Long-Term Incentive Compensation.” In addition, our Compensation Committee established targets for annual bonuses and long-term equity-based awards for our executives. These targets are expressed as percentages of base salaries and, in the case of Mr. Sipzner, are included in his employment agreement. While these targets set a direction for each officer’s annual bonus and equity-based long term incentive award, the Compensation Committee retains authority to increase or decrease the actual award amounts. The table below shows the 2008 targets for each of our named executive officers. As discussed below, actual awards to the named executive officers reflect a series of computations and the exercise of discretion by the Compensation Committee.

		Annual Bonus				Equity-Based Long-Term
Executive		Percentage Target				Percentage Target
Gerard H. Sweeney			200	%			350	%
Howard M. Sipzner			100	%			150	%
Brad A. Molotsky			80	%			150	%
Robert K. Wiberg			75	%			125	%
H. Jeffrey DeVuono			75	%			125	%

On April 1, 2009 our Compensation Committee, after a series of meetings and in consultation with Towers Perrin, set 2009 base salaries for our executives at 2008 levels (with no increases) and awarded annual bonuses for 2008 and equity-based long-term incentives. The table below summarizes the April 1, 2009 determinations for our named executive officers.

										2009 Equity-Based
		2008 (and 2009)								Long-Term Incentive
		Base				2008 Annual				Restricted				Performance
Executive		Salary				Bonus				Shares (#)				Units (#)				Options (#)
Gerard H. Sweeney		$	600,000			$	480,000				113,089				147,321				309,337
Howard M. Sipzner		$	392,700			$	355,000				31,722				41,324				76,569
Brad A. Molotsky		$	332,520			$	240,000				26,860				34,991				64,939
Robert K. Wiberg		$	275,000			$	180,000				18,512				24,115				45,195
H. Jeffrey DeVuono		$	275,000			$	178,000				18,512				24,115				41,328

Discussion

The principal components of our executive compensation consist of:

	u		Base salary;
	u		Annual bonus; and
	u		Long-term equity incentives.

Other components of executive compensation include:

	u		Health and disability coverage, 401(k) matching contributions, life insurance, deferred compensation;
	u		An opportunity to participate in our employee share purchase plan; and
	u		Severance and change-in-control benefits.

Each of the principal components of our executive compensation furthers one or more of our compensation objectives. Our Compensation Committee considers each component as part of a total compensation package and, therefore, evaluates the impact on each component on each of the other components in making compensation determinations.

Base Salary. In setting base salaries of each executive our Compensation Committee considers the assigned responsibilities and performance of the executive and our overall corporate performance, reviewed annually against peer group data. The Committee’s consideration of individual executive performance includes the views and recommendations of our President and Chief Executive Officer who in turn considers each executive’s contribution to our overall corporate performance and to regional, departmental or other business units under his or her authority. In setting base salaries, our Compensation Committee also considers the linkage of base salaries to compensation elements tied to base salaries (such as severance benefits that are computed as a multiple of base salary). In establishing 2009 base salaries, our Compensation Committee concurred with Mr. Sweeney’s request that base salaries for our executives remain at 2008 levels.

Annual Bonuses. Our annual bonuses are computed on the basis of actual performance against discretionary, business unit/regional and corporate goals. These goals are derived from our overall corporate business plan developed by our Board of Trustees and senior management. Each year our Compensation Committee establishes a target annual bonus for each executive, expressed as a percentage of the executive’s base salary. While in the past, these targets were expressed as ranges, after consultation with Towers Perrin, the Compensation Committee decided that it is more effective to set a single performance target, and not to use a target range. Our President and Chief Executive Officer recommends corporate, business unit and individual performance objectives and weightings (for named executives other than himself) to the Compensation Committee. After reviewing the annual business plan with the President and Chief Executive Officer, the Compensation Committee approved the objectives, and the weightings of these objectives. The corporate objectives are the primary metric for the President and CEO’s compensation as described more fully below. Generally, the criteria for corporate and business unit goals are quantitative and objective. The discretionary piece of the award is subjective (reflecting discretion of the President and CEO for executives other than himself) and is tied to compliance and support for corporate initiatives and objectives, social/community leadership including participation on charitable and civic boards, and department leadership. With respect to our President and Chief Executive Officer, the Compensation Committee sets the performance objectives and establishes the target bonus.

Following the end of the fiscal year, the President and Chief Executive Officer submits to the Compensation Committee his assessment of the achievements relative to the corporate, business unit and individual performance objectives as well as the Company’s performance compared to the 2008 business plan. The Compensation Committee discusses the assessments with Mr. Sweeney and has unrestricted authority to modify his assessments. The Compensation Committee generally does not adjust corporate, regional, department and other business unit goals, but may do so to take into

consideration acquisitions, divestitures or financings, or significant events such as dislocations in the stock market. For each category (corporate, business unit/regional and discretionary) a threshold, target and maximum payout is determined by the Committee at the beginning of the plan year or as soon as practicable thereafter.

Performance Goals Considered in Annual Bonuses. Our Committee bases its determination of annual bonuses as follows: Each officer is graded on a balanced scorecard comprised of their achievement against goals for the Company, their department/region and a discretionary component. For Mr. Sweeney, 80% of his target bonus is tied to Company goal achievement and 20% is awarded at the discretion of the Compensation Committee, based on their subjective assessment. For Messrs. Molotsky and Sipzner, 60% of their target bonus is tied to Company goal achievement, 20% to their department results and 20% is discretionary. For Messrs. DeVuono, and Wiberg, 40% of their target bonus is tied to company goal achievements, 40% to their business unit/regional achievements and 20% discretionary. If the named executives exceed the target in a particular area, they may be awarded up to 150% of the relevant component. If they do not achieve the threshold for the component, the executive will receive 0% payout for that component. Executives are awarded 100% of the applicable balanced scorecard component when they meet their targets, subject to the President and Chief Executive Officer’s recommendation and subject to the Committee’s full discretion based on the company’s achievement of 2008 objectives. Based on our actual 2008 business results, and the relative weightings applied to each metric, these executives were entitled to a payout of 100% of the Company portion of the annual bonus. The individuals were then awarded a part of their bonus based on specific goal achievement as it related to both their annual business unit/regional performance and individual achievements which make up the discretionary piece of the scorecard.

Key elements of company goals for 2008 included: (i) Funds From Operations (FFO)¹; (ii) Cash Available for Distribution (CAD)²; (iii) Same-Store Growth (profitability on existing portfolio of real estate assets);(iv) Core Sales Activity; (v) development leasing; and (v) key strategic initiatives. Each executive’s bonus is tied to these company goals. The Committee’s assessment of 2008 goals, objectives and performance took into account:

u

Funds From Operations (“FFO”) compares our achieved FFO against our internal targets. Cash Available for Distribution, is FFO less the cost of recurring capital expenditures. FFO and CAD form 25% of the corporate metric. FFO for 2008 was $2.49. CAD for 2008 was $2.04. We met the threshold or exceeded the target for both these metrics. FFO was 102% of target and CAD was 132% of target.

	u		Same Store NOI Growth (“SSG”): SSG measures internal growth relating to properties that previously existed in the portfolio as opposed to new development or acquisition. Our target GAAP SSG for 2008 was 0.75%. We achieved (0.6%) based on same store net operating income of $311.1 MM in 2008 compared to $312.8 MM in 2007, excluding one time items. With respect to cash SSG, our target was 2.25%. We achieved 0.7% cash SSG based on cash same store net operating income of $302.6 MM in 2008 compared to $300.4 MM in 2007, excluding one time items. The company did not meet our targets for this metric in 2008, which was weighted 10% of the corporate metric.
	u		Core Sales Activity represents assets sold for strategic purposes. Core Sales activity was identified in early 2008 as our top priority corporate objective in aiding our liquidity and de-leveraging efforts, and as such was weighted as 35% of the corporate metric. We significantly exceeded this metric selling $517.5MM of assets. The maximum metric forecasted was $161 MM. We exceeded this target by over 300%.
	u		Development Leasing describes our ability to lease our new development pipeline. The goal was to achieve 15% average occupancy and Net Operating Income(1) (“NOI”) contribution of $1.5MM. Development leasing was weighted 20% of the corporate metric. For 2008, we achieved development leasing of 15% year-end occupancy (64.9% leased) and NOI contribution of $625k (42% of target).
	u		Strategic Initiatives for 2008 included controlling capital costs, reducing leverage and advancing our financing program related to the Cira Post Office and Garage projects. Actual results for capital costs were achievement of $30MM under spending targets. Our performance of bond buybacks and asset sales exceeded expectations resulting in lower leverage and higher capacity versus 2008 plan targets. In addition, we completed both a Historic and New Markets tax credit transaction raising gross capital of $76.9 MM to be used for the Cira Post Office and Cira Garage projects strategic initiatives were weighted 10% of the corporate metric.

Our framework for annual bonuses for executives contemplates that, after taking into account each executive’s individual scorecard, the Compensation Committee may exercise discretion in setting individual awards, including paying out awards lower than the pool accrued for bonuses. For example, an executive with a $275,000 base salary and an annual bonus target percentage of 75% would have an unadjusted annual bonus opportunity of $206,250. If the executive achieved 100% of his goals, and the Committee determined that the company should only pay out 90% of its accrued bonus pool, then the adjusted bonus would be $185,625. Factors the Committee may use in adjusting the pool include, but are not limited to, the Company’s stock performance, achievement/failure to meet imperative company goals, or general economic/industry conditions.

For this reason, following review of our 2008 performance, primarily our negative total return for 2008, our Compensation Committee discussed with our President and Chief Executive Officer his evaluation of the performance of each executive officer and his recommendation of an overall adjustment downward to the computed annual bonus amounts, which resulted in aggregate annual bonuses for our officers that did not exceed 83.7% of the aggregate of the annual bonuses targeted for 2008 (and, in the case of our President and Chief Executive Officer, did not exceed 40% of his targeted bonus award). The Committee accepted the recommendations of our President and Chief Executive Officer, although the Committee has sole authority over, and may exercise its sole discretion regarding, the structure of the compensation program and individual arrangements for each named executive officer.

Annual bonuses awarded to our named executives in April 2009 are shown in the following table and in the Summary Compensation Table.

President and Chief Executive Officer Annual Bonus. Our President and Chief Executive Officer’s performance objectives are adopted by the Compensation Committee each year following a discussion of our annual business plan as well as our key objectives for that year. This year, Mr. Sweeney’s goals were weighted 80% corporate metrics described above and 20% discretionary. The CEO makes recommendations to the Compensation Committee with respect to the annual corporate metrics which will apply to himself as well as other company officers. After each year our President and Chief Executive Officer submits to our Compensation Committee data relating to actual achievements against goals. The Committee evaluates this data in light of our financial performance for the prior year and makes a final determination of the achievement of our President and Chief Executive Officer. The Committee’s determination reflects the exercise of discretion and the Committee’s subjective judgment of the performance of our President and Chief Executive Officer, including his ability to represent and enhance our Company’s culture and to continue to provide exemplary leadership and integrity. Based on our actual 2008 business results, and the relative weightings applied to each metric, Mr. Sweeney earned 100% of the corporate portion of his bonus. However, in recognition of the capital markets dislocations and Brandywine’s share performance, Mr. Sweeney advised the Committee that his annual bonus, despite his 200% of annual salary target and the overall achievement of 2008 corporate goals, should not exceed 80% of his annual salary (i.e., 40% of his target bonus). Based upon this recommendation, the Committee, in its discretion, awarded Mr. Sweeney an annual bonus of $480,000 (such bonus being 40% of his target bonus). Furthermore, based on Mr. Sweeney’s additional recommendation, a $123,000 portion of his $480,000 annual bonus was awarded by the Compensation Committee in common shares (rather than cash) in order to further align his interests with that of our shareholders. The price per share of these common shares is equal to $3.34, which represents the average of the closing prices of the common shares on each of April 1, 2009 and April 6, 2009.

The following table summarizes 2008 target annual bonus percentages, target annual bonuses, (based on the target percentages), and actual annual bonuses for the named executive officers:

2008 Annual Bonus Targets and Awards

						Target
						Annual				Target				Actual
		2008 Base				Bonus				Annual				Annual
		Salary				Percentage				Bonus				Bonus
Executive		($)				(1)				($)				($)
Gerard H. Sweeney		$	600,000				200	%		$	1,200,000			$	480,000
Howard M. Sipzner		$	392,700				100	%		$	392,700			$	355,000
Brad A. Molotsky		$	332,520				80	%		$	266,016			$	240,000
Robert K. Wiberg		$	275,000				75	%		$	206,250			$	180,000
H. Jeffrey DeVuono		$	275,000				75	%		$	206,250			$	178,000

Equity-Based Long-Term Incentive Compensation.

The amounts of the awards were determined as follows:

The Compensation Committee, after consultation with Towers Perrin, determined a market based competitive target percentage and target value, expressed as a percentage of base salary, as set forth above. See “-Overview.” The long term incentive awards to our eight executive officers have an aggregate estimated value of less than 26% of the 2009 applicable target values for these individuals as shown in the table above. These target values were set as a percentage of base salaries ranging from 125% to 350%. Moreover, the aggregate estimated value of the April 2009 awards to the eight executive officers is less than 43% of the aggregate long term incentive award value granted in April 2008. These discounts reflect a judgment by the Compensation Committee that long term awards should be reduced to take into account our 2008 and recent 2009 share price performance. Based upon our total shareholder return relative to our REIT peers and decline in our share price, our Committee concluded that these decreased payouts versus target were warranted. The awards are comprised of three components: restricted shares, performance units and stock options. The Compensation Committee believes that these three components in combination create an effective link between ultimate value realized by our executives and our longer-term performance and also enhance retention by conditioning any payouts on continued service with us during the performance or vesting periods. We describe below the material terms of these components.

Time Vested Restricted Share Awards. Each time-vested restricted share has a value equal to one common share as of the close of the market on the day of grant. Time-vested restricted shares vest on the third anniversary of the award date and, upon vesting, each share is settled for one common share. Vesting would accelerate if we were acquired or underwent a change in control or if the recipient of the award were to die or become disabled prior to the vesting date. A recipient of time-vested restricted shares forfeits the shares if his or her employment with us terminates prior to the scheduled or (if applicable) accelerated vesting date. We pay cash dividend equivalents on each time-vested restricted share during the three-year vesting period.

Performance Units. Each performance unit represents the right to earn common shares. The number of common shares, if any, deliverable to award recipients depends on our performance, based on total return to shareholders (“TRS”) over the “Measurement Period” compared to our peers. The Measurement Period is the period that commenced on January 1, 2009 and that ends on the earlier of December 31, 2011 or the date of a change in control. Our TRS for the Measurement Period will be compared to the TRS for real estate investment trusts included in the MSCI US REIT Index’s gross index (the “Index REITs”) over the same period. The number of performance units credited to award recipients’ accounts will be increased by dividends paid during the Measurement Period. Dividends will be deemed credited to the performance unit accounts and applied to “acquire” more performance units for the account of the award recipient at the closing price per common share on the dividend payment date. Performance units will be settled in common shares at the end of the Measurement Period unless the award recipient elects to defer the receipt of payment to a later date. At the end of the Measurement Period, the number of base units then represented by the performance unit will be converted into common shares, provided that our TRS ranking among Index REITS is at or above the 25^th percentile. If our ranking is below the 25^th percentile, the conversion factor will be zero (0), no common shares will be paid and the performance unit will lapse. At any ranking at or above the 25^th percentile and up to and including the 50^th percentile, the conversion factor will be equal to the product of our percentile ranking times two (2). For example, assume that our TRS places us at the 40th percentile. We would then multiply 40% by two (2) and the conversion factor would be 80%. The number of common shares that we would then issue would equal 80% of the total number of base units then represented by a performance unit. Accordingly, if a performance unit represented 2.5 base units at the end of the Measurement Period (with the incremental 1.5 base units attributable to dividend reinvestment), then the recipient would receive two (2) common shares [i.e., 80% multiplied by 2.5].

At any ranking above the 50^th percentile and below the 75^th percentile, the multiplier will be determined through a straight-line interpolation, the conversion factor would be the mid-point between 100% and 200%. For example, assume that our ranking places us at the 62.5^th percentile. This ranking is the exact mid-point between the 50^th and 75^th percentiles. Through a straight-line interpolation, the conversion factor would be the mid-point between 100% and 200%: 150%. A performance unit representing 2.5 base

units at the end of the Measurement Period would therefore represent the right to receive 3.75 common shares [i.e., 150% multiplied by 2.5]. At any ranking at or above the 75^th percentile, the multiplier is fixed at two (2). Thus, if our ranking places us at or above the 75^th percentile, the payment will be based on the product of the award recipient’s base units times two.

Share Option Awards. Each Option has a per share exercise price of $2.91 (equal to the closing price of our common shares on April 1, 2009), vests ratably over three years and has a ten-year term. Vesting of the Options would accelerate upon the same events that would trigger accelerated vesting of time vested restricted shares. The options awarded have a ten-year term and vest pro-rata over three years. Options to purchase our common shares are valued using a Black Scholes model. The options issued to our executives in April 2009 have a fair value of $.07 per share. The assumptions used in the Black Scholes model to determine this fair value were: a risk-free interest rate of 2.2%, a long-term average dividend yield of 23.7%, a volatility rate of 40.99% and a weighted average option term of seven years.

Summary of April 2009 Share Option Awards

						Incentive Stock				Non-Qualified
Name		# of Options(1)				Options				Options
Gerard H. Sweeney			309,337				34,602				274,735
Howard M. Sipzner			76,569				25,523				51,046
Brad A. Molotsky			64,939				21,646				43,293
Robert K. Wiberg			45,195				15,065				30,130
H. Jeffrey DeVuono			41,328				13,776				27,552

Deferred Compensation Plan

We offer a deferred compensation plan that enables our executives to defer a portion of their base salaries, bonuses and equity awards. The amounts deferred are not included in the executive’s current taxable income and, therefore, are not currently deductible by us. The executives select from a limited number of mutual funds and investment alternatives which serve as measurement funds, and the deferred amounts are increased or decreased to correspond to the market value of the selected investments. We do not consider any of the earnings credited under the deferred compensation plan to be “above market.” We do not provide any matching contribution to any executive officer who participates in this plan, other than a limited amount to make up for any loss of matching contributions under our Section 401(k) plan. An executive who defers more than 25% of his or her annual bonus into the Company Share Fund under the deferred compensation account is entitled to a 15% discount on the share equivalents credited on account of the excess. We maintain this plan to help ensure that our benefits are competitive. See “Compensation Tables and Related Information — Nonqualified Deferred Compensation.”

Other Benefits

Our executives participate in company-sponsored benefit programs available broadly to generally all our salaried employees, including our employee share purchase plan and our Section 401(k) plan, which for 2008 provided a dollar-for-dollar company matching contribution of 30% of the first 10% of compensation contributed to the plan utilizing earnings not in excess of an amount established by the Internal Revenue Service ($15,500 in 2008). In 2009, we have reduced this match to 15% of the first 6% of compensation. Other benefits, such as health and dental plans, group term life insurance, short- and long-term disability insurance and travel accident insurance, are also available generally to all our salaried employees.

Perquisites

We do not provide perquisites to our executive officers, with the exception of a monthly payment to Mr. Sipzner for automobile expenses pursuant to his employment agreement.

Post-Termination Benefits

We provide severance benefits to our executive officers, depending on the circumstances of their termination. We summarize below the severance benefits, including upon a change-in-control. See “Potential Payments on Termination or Change in Control — Severance Benefits.”

We believe that the severance protection that we provide is consistent with those maintained by our peer companies and is therefore important in enabling us to attract and retain high quality executives. We also believe it is in our best interest to have agreements with our senior executives that maintain their focus on, and commitment to, us notwithstanding a potential merger or other change of control transaction. The agreements with our executive officers (other than our President and Chief Executive Officer) condition the executive’s entitlement to severance following a change of control upon a so-called “double trigger.” Under a double-trigger, the executive is entitled to severance only if, within a specified period following the change of control, the terms of his or her employment are adversely changed. The entitlement of our President and Chief Executive Officer to severance following a change of control is not conditioned on an adverse change in his employment terms, rather he would be entitled to severance if he were to resign or his employment were terminated.

We currently have employment agreements with our President and Chief Executive Officer and our Executive Vice President and Chief Financial Officer. These agreements provide for post-employment severance absent a change of control if we terminate the applicable executive (other than for cause) prior to the expiration of the stated employment term. In addition, we have employment letter agreements with our other senior executives that provide for at-will employment (meaning that the executive’s employment can be terminated either by us or the executive for any reason or no reason at any time). We believe this approach provides us with the flexibility to terminate the applicable executive at any time and for any reason while providing the executive with the benefit of his or her bargained-for compensation prior to termination.

Additional Compensation Information

Role of the Chief Executive Officer in Compensation Decisions. Our Chief Executive Officer makes a recommendation to the Committee each year on the appropriate target and actual total annual compensation to be paid to our executive officers, excluding himself. The Committee makes the final determination of the target and actual total annual compensation to be awarded to each executive officer, including our Chief Executive Officer, based on the Committee’s determination of how that compensation will aid in achieving the objectives of our compensation policies. While our President and Chief Executive Officer and General Counsel typically attend Committee meetings, none of the other executive officers is present during the portion of the Committee’s meetings when compensation for these executive officers is set. In addition, our Chief Executive Officer and General Counsel are not present during the portion of the Committee’s meetings when their compensation is set.

Timing of Equity Awards. We do not have any process or practice to time the grant of equity awards in advance of our release of earnings or other material non-public information. Historically, our Compensation Committee has awarded annual bonuses and long-term equity in or shortly after the first quarter after the completion of each fiscal year, following review of pertinent fiscal year information and industry data. The date on which the Committee has met has varied from year to year, primarily based on the schedules of Committee members and the timing of compilation of data requested by the Committee.

Compensation Recovery. We have not adopted a policy that provides for recovery of a compensatory award if a performance measure used to calculate the award is subsequently adjusted in a manner that would have reduced the size of the award. Although we have not previously experienced any such

adjustment, if we were to experience such an adjustment, our Compensation Committee would assess the circumstances relating to the adjustment and take such actions as it believes to be appropriate, including, potentially, an action to recover the excess portion of the award.

Share Ownership Requirements. We maintain minimum share ownership requirements for our executives and Trustees. We include these requirements in our Corporate Governance Principles. In March 2009, we revised the requirements. Under the revisions, executive officers are required to own, within five years of their election as an executive officer, the lesser of (x) 75% of the number of Common Shares or share equivalents awarded to such executive officer for no consideration (other than such officer’s services) under an equity compensation program during the sixty-month period that precedes the testing date less shares withheld for taxes and (y) Common Shares or share equivalents that have a market value (based on the average of the closing Common Share prices as reported on the New York Stock Exchange for the twelve-month period ending on June 30 of the calendar year that precedes the date of computation) at least equal to a multiple of the officers base salary. In the case of our President and Chief Executive Officer, the multiple is six, and in the case of our other executive officers, the multiple is four. Each of our non-employee Trustees is expected to retain a number of Common Shares (or share equivalents), whether vested or not, at least equal to the number of “restricted” Common Shares awarded to the non-employee Trustee during the 36-calendar month period immediately preceding the test date, less shares withheld for taxes.

Hedging Limitations; Transactions in our Shares. We do not have a policy regarding hedging the economic risk of share ownership. Our insider trading policy requires that our General Counsel review and approve pledges of common shares by our executive officers. We have a policy that mandates that all executive officers must review transactions involving our common shares (or common share-based instruments) with our General Counsel prior to entering into the transactions.

Accounting Considerations. Prior to implementation of a compensation program and awards under the program, we evaluate the cost of the program and awards in light of our current budget and anticipated budget. We also review the design of compensation programs to assure that the recognition of expense for financial reporting purposes is consistent with our financial modeling. Under FAS 123R the compensation cost recognized for an award classified as an equity award is fixed for the particular award and, absent modification, is not revised with subsequent changes in market prices of our common shares or other assumptions used for purposes of the valuation.

Tax Considerations. Prior to implementation of a compensation program and awards under the program, we evaluate the federal income tax consequences, both to us and to our executives, of the program and awards. Before approving a program, our Compensation Committee receives an explanation from our outside professionals as to the tax treatment of the program and awards under the program and assurances from our outside professionals that the tax treatment should be respected by taxing authorities.

Section 162(m) of the Internal Revenue Code limits our tax deduction each year for compensation to each of our President and Chief Executive Officer and our four other highest paid executive officers to $1 million unless, in general, the compensation is paid under a plan that is performance-related, non-discretionary and has been approved by our shareholders. Because we qualify as a REIT under the Code and are generally not subject to Federal income taxes to the extent that we make distributions to shareholders in amounts at least equal to our REIT taxable income, we have not attempted to structure compensation to be fully deductible under Section 162(m).

We adopted our Deferred Compensation Plan for executives to provide them with an opportunity to save for the future without paying a current tax on the deferred amounts. In addition in April 2008 and in April 2009 we awarded a portion of the option awards in the form of incentive stock options in order to provide executives an opportunity to receive capital gains treatment on a portion of the value they may realize on exercise and sale of common shares underlying the options.

Consideration of Prior Year Compensation. The primary focus of our Compensation Committee in setting executive compensation is the executive’s current level of compensation, including recent awards of long-

		term incentives, in the context of current levels of compensation for similarly situated executives at peer companies, taking into account the executive’s performance and our corporate performance. The Committee has not adopted a formulaic approach for considering amounts realized by an executive from prior equity-based awards.
		Executive Compensation for 2009
		In the first quarter of 2009, the Committee met with our President and Chief Executive Officer to establish 2009 performance objectives for our executives. As discussed in “Annual Cash Compensation — Annual Incentives,” the Committee sets the appropriate mix of corporate financial goals, other corporate and strategic performance goals, and business unit or function objectives each year.
		Incentive payments for 2009 will be based on the Committee’s judgment regarding our corporate and executive officer performance in 2009 as measured against those objectives. The key corporate financial goals for 2009 will be aligned with our annual and long-term business plan objectives. In addition, specific goals and weightings will be established for each executive officer relating to his or her specific function or business unit.

Compensation Committee Report

		In accordance with its written charter adopted by the Board, the Compensation Committee has oversight of our executive compensation policies and practices. In discharging its oversight responsibility, the Committee has retained independent compensation consultants to advise it regarding market and general compensation trends.
		The Committee has reviewed and discussed the Compensation Discussion and Analysis with our management, which has the responsibility for preparing the Compensation Discussion and Analysis. Based upon this review and discussion, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and in our proxy statement for our 2009 annual meeting of shareholders.

	u		Charles P. Pizzi (Chair)
	u		Walter D’Alessio
	u		Donald E. Axinn
	u		Michael J. Joyce

Compensation Committee Processes and Procedures

Our Compensation Committee’s charter has been approved by our Board upon the recommendation of our Corporate Governance Committee. Our Compensation Committee and Corporate Governance Committee review the charter no less frequently than annually. Under its charter, our Compensation Committee’s responsibilities include:

	u		Approval of our goals and objectives relating to our President and Chief Executive Officer’s compensation, evaluation of the performance of our President and Chief Executive Officer in light of such goals and objectives, and setting the compensation of our President and Chief Executive Officer based on this evaluation.
	u		Approval of the salaries and bonuses of our other executive officers either (i) with the title Executive Vice President, (ii) with the title Senior Vice President or Vice President, in either case who hold a position as Managing Director, Chief Financial Officer, General Counsel or Chief Administrative Officer or (iii) who report directly to our President and Chief Executive Officer, taking into account the recommendation of our President and Chief Executive Officer and such other information as the Committee believes appropriate.

	u		Administration of our equity incentive plans, including authorizing restricted shares and other equity-based awards under these plans.
	u		Exercise of sole authority to retain, and terminate, third party consultants to assist in the evaluation of Trustee, chief executive officer and senior executive compensation and exercise of sole authority to approve such consultant’s fees and other retention terms.
	u		Assessment of the appropriate structure and amount of compensation for the Trustees.

		Our Compensation Committee’s charter does not authorize the Compensation Committee to delegate any of its responsibilities (including authority to award restricted shares, share options or other equity-based awards) to other persons, and the Compensation Committee has not delegated any of its responsibilities to other persons. With respect to compensation of Trustees, the role of our executive officers is limited to furnishing such industry data, summaries and legal and financial analyses as the Committee requests to review and confirm from time to time.
		Our Compensation Committee has engaged Towers Perrin, an independent compensation consulting firm, to provide it with peer group and industry compensation data and advice on compensation best practices. In addition, Towers Perrin has provided valuations of portions of our equity-based incentive award programs. The Committee’s instructions to Towers Perrin included a request: (i) that the firm prepare an executive compensation peer group analysis that covers our senior executives, (ii) that the firm compile current data with regard to industry compensation trends and practices, (iii) for consultation regarding setting compensation levels for executive officers and, (iv) design the Long-Term Incentive program and perform valuation services for the Performance Unit portion of the program.

Compensation Tables and Related Information

		Compensation Tables and Related Information
		The following tables and footnotes set forth information, for the year ended December 31, 2008, concerning compensation awarded to, earned by or paid to: (i) our President and Chief Executive Officer, (ii) each person who served as our principal financial officer during the year ended December 31, 2008 and (iii) each of our three other most highly compensated executive officers in 2008 who were serving as executive officers at December 31, 2008 (the “Named Executive Officers”).

Summary Compensation Table

Name and														Share				Option				All Other
Principal Position		Year				Salary (1)				Bonus (2)				Awards (3)				Awards (4)				Compensation				Total
Gerard H. Sweeney			2008			$	600,000			$	480,000			$	1,059,542			$	196,950			$	236,086	(5)		$	2,572,578
President and Chief			2007			$	570,250			$	0			$	1,185,726							$	249,254	(5)		$	2,005,230
Executive Officer			2006			$	409,083			$	1,327,206			$	1,498,847							$	249,983	(5)		$	3,485,119
Howard M. Sipzner			2008			$	404,469			$	355,000			$	277,264			$	19,500			$	50,390	(6)		$	1,106,623
Executive Vice			2007			$	369,130			$	359,805			$	187,612							$	29,143	(6)		$	945,690
President, Chief			2006				—				—				—								—				—
Financial Officer
Brad A. Molotsky			2008			$	331,433			$	240,000			$	212,517			$	16,539			$	50,814	(7)		$	851,303
Senior Vice President,			2007			$	320,583			$	252,868			$	205,718							$	49,282	(7)		$	828,451
General Counsel and			2006			$	281,092			$	334,853			$	268,183							$	61,134	(7)		$	945,262
Secretary
Robert K. Wiberg			2008			$	274,167			$	180,000			$	218,439			$	11,510			$	45,520	(8)		$	729,636
Executive Vice			2007			$	266,667			$	167,059			$	185,326							$	30,071	(8)		$	649,123
President and Senior			2006			$	249,617			$	287,132			$	96,082							$	16,081	(8)		$	648,912
Managing Director
H. Jeffrey DeVuono			2008			$	270,833			$	178,000			$	171,863			$	10,525			$	29,317	(9)		$	660,538
Executive Vice			2007			$	246,400			$	170,000			$	161,133							$	27,134	(9)		$	604,667
President and Senior			2006			$	223,900			$	208,824			$	132,157							$	34,966	(9)		$	599,847
Managing Director

Grants of Plan-Based Awards

										All Other
										Option
										Awards:
						All Other				Number of								Grant Date
						Share				Securities				Exercise or				Fair Value of
						Awards:				Underling				Base Price of				Share and
						Number of				Options				Option Awards				Option
Name		Grant Date				Shares (#)(1)				(#)				($/Sh)				Awards(2)
		April 8, 2008									1,010,000			$	20.61			$	787,800
Gerard H. Sweeney		April 8, 2008					35,560											$	626,200
		April 8, 2008									100,000			$	20.61			$	78,000
Howard M. Sipzner		April 8, 2008					15,446											$	272,000
		April 8, 2008									84,813			$	20.61			$	66,154
Brad A. Molotsky		April 8, 2008					13,100											$	230,688
		April 8, 2008									59,024			$	20.61			$	46,039
Robert K. Wiberg		April 8, 2008					9,117											$	160,544
		April 8, 2008									53,975			$	20.61			$	42,100
H. Jeffrey DeVuono		April 8, 2008					8,337											$	146,810

Outstanding Equity Awards at Fiscal Year-End

		Option Awards																Share Awards
																										Equity
																										Incentive Plan
																										Awards:
																										Market or
						Number of																				Payout Value
		Number of				Securities												Number				Market				of Unearned
		Securities				Underlying												of Shares				Value of				Shares or
		Underlying				Unexercised				Option								That Have				Shares That				Other Rights
		Unexercised				Options				Exercise				Option				Not				Have Not				That Have Not
		Options (#)				(#)				Price				Expiration				Vested				Vested				Vested
Name		Exercisable				Unexercisable				($)				Date				(#)				($)				($)(1)
Gerard H. Sweeney			13,333							$	6.21					(2)			143,985			$	1,110,124			$	0
			33,334							$	14.31					(2)
							1,010,000			$	20.61			April 8, 2018
Howard M. Sipzner							100,000			$	20.61			April 8, 2018					29,854			$	230,174			$	0
Brad A. Molotsky							84,813			$	20.61			April 8, 2018					32,015			$	246,836			$	0
Robert K. Wiberg			13,557				0			$	24.04			February 3, 2015
							59,024			$	20.61			April 8, 2018					24,543			$	189,226			$	0
H. Jeffrey DeVuono							53,975			$	20.61			April 8, 2018					17,572			$	135,480			$	0

Option Exercises and Shares Vested

		Option Awards								Share Awards
		Number of Shares				Value Realized				Number of Shares				Value Realized
		Acquired on Exercise				on Exercise				Acquired on Vesting				on Vesting
Name		(#)				($)				(#)				($)(1)
Gerard H. Sweeney			0			$	0				41,060			$	726,120
Howard M. Sipzner			0			$	0				3,602			$	62,387
Brad A. Molotsky			0			$	0				7,715			$	136,795
Robert K. Wiberg			0			$	0				1,421			$	23,944
H. Jeffrey DeVuono			0			$	0				3,874			$	68,587

Nonqualified Deferred Compensation

		Executive				Registrant								Aggregate				Aggregate
		Contributions				Contributions				Aggregate				Withdrawals/				Balance at
		in Last FY				in Last FY				Earnings in Last FY				Distributions				Last FYE
Name		($)(1)				($)				($)(2)				($)				($)
Gerard H. Sweeney		$	78,673			$	0				—			$	81,637			$	1,394,823
Howard M. Sipzner		$	560,393			$	9,805				—			$	15,552			$	588,343
Brad A. Molotsky		$	209,270			$	32,867				—			$	55,027			$	566,854
Robert K. Wiberg		$	40,000			$	7,059				—			$	0			$	224,018
H. Jeffrey DeVuono		$	0			$	0				—			$	0			$	204,119

Our Executive Deferred Compensation Plan (the “Deferred Compensation Plan”) affords participating executives and Trustees the ability to defer a portion of their base salary and bonus (or, in the case of our Trustees, annual retainer and Board fees) on a tax-deferred basis. In addition, participants may elect to defer the receipt of equity grants under our long-term incentive plans. If a participant’s matching contributions under our 401(k) plan are limited due to participation in the Deferred Compensation Plan or due to limitations on matching

		contributions imposed by the Internal Revenue Code, we make a matching contribution for the participant under the deferred compensation plan to the extent the participant has deferred an amount under the Deferred Compensation Plan at least equal to the amount that would have been required if the matching contribution had been made under our 401(k) plan. We have the right, but not the obligation, to make matching contributions for executives on deferred amounts (and/or to make a discretionary profit sharing contribution for executives) covering compensation in excess of $230,000 because the 401(k) plan rules will not permit such matching contributions due to the compensation limitations of $230,000. Participants elect the timing and form of distribution. Distributions are payable in a lump sum or installments and may commence in-service, after a required minimum deferral period, or upon retirement. Participants elect the manner in which their accounts are deemed invested during the deferral period.
		Because the Deferred Compensation Plan is a “nonqualified” deferred compensation plan, we are not obligated to invest deferred amounts in the selected manner or to set aside any deferred amounts in trust. One of the deemed investment options is a hypothetical investment fund (the “Common Share Fund”) consisting of our common shares. Effective for compensation deferred after 2006, all deferrals that are invested in the Company Share Fund will continue to be invested in the Company Share Fund until distribution and will not be eligible to be transferred into other investment funds. An executive who defers more than 25% of his or her annual bonus into the Company Share Fund is entitled to a 15% discount on the share equivalents credited on account of the excess. All deferred equity grants will be invested in the Company Share Fund and all distributions of benefits attributable to Company Share Fund credits will be paid in common shares.
		With respect to post-2004 deferred compensation deemed invested in the Company Share Fund, dividend equivalents are subject to participants’ elections to receive the dividend equivalents in cash or to continue to defer them under the Deferred Compensation Plan. Any dividend equivalents credited to participants’ accounts in the Deferred Compensation Plan will be invested in investment funds selected by the participants other than the Company Share Fund.
		In general, compensation subject to a deferral election, matching contributions and profit sharing contributions are not includible in a participant’s taxable income for federal income tax purposes until the participant receives a distribution from the Deferred Compensation Plan. We are not entitled to a deduction until such amounts are distributed.

2006 Long-Term Outperformance Program

Our Compensation Committee adopted the 2006 Long-Term Outperformance Program on August 28, 2006. We will make payments (in the form of common shares and restricted common shares) to executive participants under the outperformance program only if our total shareholder return exceeds percentage hurdles established under the outperformance program. The dollar value of the compensation pool will depend on the extent to which our total shareholder return between August 1, 2006 and July 31, 2009 exceeds either or both of two hurdles, with the three-year measurement period subject to early termination, and the hurdles subject to pro rata adjustment, if we undergo a change of control prior to July 31, 2009. One hurdle (which we refer to below as the “combined” hurdle) will be met if our total shareholder return over the three-year measurement period (based on a starting price of $31.22) exceeds the greater of 27% or 100% of the Morgan Stanley REIT Index (the “Index”) return during the measurement period. The amount that we would fund into the compensation pool if our total shareholder return exceeds the combined hurdle would be derived from a formula that reflects the excess of our total shareholder return over the higher component in the combined hurdle and would be limited to $41,250,000, plus dividend equivalents. The other hurdle (which we refer to below as the “single” hurdle) will be met if our total shareholder return over the three-year measurement period (based on a starting price of $31.22) exceeds 30%. The amount that we would fund into the compensation pool if our total shareholder return exceeds the single hurdle would also be derived from a formula that reflects the excess of our total shareholder return over the single hurdle and would be limited to $13,750,000, plus dividend equivalents. To determine the amount that we would fund into the compensation pool, we would first calculate the “excess value” attributable to the excess of our total shareholder return over one

or both of the hurdles. If our total shareholder return does not exceed a hurdle then no credit will be made to the compensation pool on account of such hurdle. After we have calculated the excess value, we would then allocate 5% of the excess value to the compensation pool (i.e., credit an amount into the compensation pool equal to 5% of the excess value). If our total shareholder return exceeds 36%, then up to an additional 3% of the value in excess of 36% may be added to the pool. Our Compensation Committee has awarded current executives percentages of the amounts, if any, credited to the compensation pool, as shown in the following table:

Executive		Allocation Percentage
Gerard H. Sweeney			30.0	%
Brad A. Molotsky			4.5	%
Howard M. Sipzner			4.5	%
Robert K. Wiberg			4.5	%
H. Jeffrey DeVuono			3.4	%
Other Recipients as a Group			22.6	%

The dollar amount that we will recognize for financial statement purposes for awards under the Program is based on the fair value of the awards, determined in accordance with FAS 123R. The fair value of awards under the Program was determined by an independent firm in accordance with the Uniform Standards of Professional Appraisal Practice. The firm used a Monte Carlo simulation, which is a statistical method to determine values that are a function of variables with uncertain probabilities. The valuation model was developed to accommodate the actual features of the Program. The total fair value of the Program at the date of adoption of the Program in August 2006 was $6.4 million. Awards made after the date of adoption of the Program have a fair value as of the award date. Mr. Sipzner’s award was made on January 29, 2007.

2009 Long Term Incentive Awards

		On April 1, 2009, our Compensation Committee awarded an aggregate of 246,610 “restricted” common share to our executive officers. We refer to these share equivalents as “restricted shares”. The restricted shares vest at the end of three years, on April 1, 2012, based on the recipient’s continued employment with us, subject to acceleration of vesting upon a change in control of us or the death or disability of the recipient (and, in the case of our President and Chief Executive Officer and Executive Vice President & Chief Financial Officer, should his employment be terminated without “cause” or should he resign for “good reason,” as such terms are defined in his employment agreement). During the period that a restricted share has not vested, the holder is entitled to receive a cash payment equal to the distributions paid on a common share; and on vesting of a restricted share, the holder is entitled to a common share. Vesting of restricted shares is not subject to performance-based conditions. An executive may elect to defer all or any portion of his restricted shares into our Deferred Compensation Plan.
		On April 1, 2009, our Compensation Committee awarded an aggregate of 324,877 performance share units to our eight executive officers. Performance share units represent the right to earn common shares in the future.  The issuance of common shares, if any, depends on our performance in terms of total return to shareholders (“TRS”) during the three year period (the “Measurement Period”) that commenced on January 1, 2009 and that ends on the earlier of December 31, 2011 or the date of a Change of Control, as defined in our 2009-2011 Restricted Performance Share Unit Program (the “Performance Unit Program”) relative to the TRS for the Measurement Period of real estate investment trusts comprising a leading index of real estate investment trusts (the “Index REITs”).  If our TRS performance over the Measurement Period is below the 25th percentile of the Index REITs, then no shares will be earned.  If our TRS over the Measurement Period is above the 25th percentile of the Index REITs, then a percentage of the awards ranging from 50% to 200% will be earned. Dividends are deemed credited to the performance

		units accounts and are applied to “acquire” more performance units for the account of the Named Executive Officer at the price per common share ending on the dividend payment date.  If earned, awards will be paid in common shares in an amount equal to the number of performance units in the Named Executive Officer’s account at the end of the Measurement Period.  Participants in the program may elect to defer receipt of common shares earned. In the event of the participant’s death or disability, he will be eligible to receive shares (if any) under the program as if the measurement period ended on the last day of the month in which the termination occurred.
		On April 1, 2009, our Compensation Committee awarded an aggregate of 608,672 share options to our eight executive officers. Each option has a per share exercise price of $2.91 (equal to the closing price of our common shares on April 1, 2009), vests ratably over three years and has a ten-year term. Vesting of the options would accelerate upon the same events that would trigger accelerated vesting of restricted shares. See “Equity-Based Long-Term Incentive Compensation – Share Option Awards.”
		The number of restricted shares, performance units and options covered by awards in April 2009 to our Named Executive Officers is shown in the table below:

Executive		Restricted Shares (#)				Performance Units (#)				Options (#)
Gerard H. Sweeney			113,089				147,321				309,337
Howard M. Sipzner			31,722				41,324				76,569
Brad A. Molotsky			26,860				34,991				64,939
Robert K. Wiberg			18,512				24,115				45,195
H. Jeffrey DeVuono			18,512				24,115				41,328

Employment Agreements

		We have agreements with executives that provide for payments to the executives in connection with their termination of employment or upon a change of control of us. We summarize below, and in the table that follows, circumstances that would trigger payments by us, and the amounts of the payments. We discuss the rationale for these agreements above under “Compensation Discussion and Analysis – Post Termination Benefits,” including why we have entered into agreements with executive officers that provide for post-employment payments following a change-in-control.
		Agreement with our President and Chief Executive Officer. We have entered into an employment agreement with Gerard H. Sweeney. Mr. Sweeney’s employment agreement, which was last amended on February 9, 2007, provides for an annual base salary of $600,000. If Mr. Sweeney’s employment with us were not extended upon expiration of the term of his employment agreement on February 9, 2010, we will be obligated to provide him with a severance benefit during the one-year period following expiration of the term equal to the sum of his prior year salary and bonus as well as health care benefits. The employment agreement entitles Mr. Sweeney to a payment equal to 2.99 times the sum of his annual salary and annual and long-term bonus upon: (i) termination of his employment without cause, (ii) his resignation “for good reason” or (iii) his death. Resignation by Mr. Sweeney within six months following a reduction in his salary, an adverse change in his status or responsibilities, certain changes in the location of our headquarters or a change of control of us would each constitute a resignation “for good reason.” In addition, upon a change of control of us, Mr. Sweeney’s unvested restricted shares and options would vest in full and the measurement period under our 2006 Long-Term Outperformance Plan and Performance Unit Program would terminate early and the performance hurdles under the Outperformance Plan would be subject to a pro rata adjustment. Mr. Sweeney’s employment agreement also includes a tax gross-up for excise tax payments that would be payable upon a change of control and that would put him in the same financial position after-tax that he would have been in if the excise tax did not apply to him. Mr. Sweeney’s severance and change of control benefits were determined by our Compensation Committee and are not conditioned on any non-competition or other post-employment restrictive covenants.

Agreement with our Executive Vice President and Chief Financial Officer. We also entered into an employment agreement with Howard Sipzner. If Mr. Sipzner’s employment with us were not extended upon expiration of the term or any renewal term of his employment, we will be obligated to provide him with his pro rata annual incentive cash and equity compensation through the termination date. In addition, Mr. Sipzner’s change of control agreement provides for a severance payment to him in the event that within two years following a change of control, his employment is terminated other than for cause or he resigns for good reason. The amount of the severance would be 2.25 times the sum of Mr. Sipzner’s annual base salary and the fair market value of his annual and long term bonuses for the calendar year preceding the year in which the change of control occurs. The change of control agreement also provides for a comparable payment in the event that Mr. Sipzner dies or becomes disabled while employed with us, whether or not we have undergone a change of control. Mr. Sipzner’s employment agreement has a three-year term from the commencement of Mr. Sipzner’s employment with us in January 2007, and provides for: (i) an initial annual base salary of $385,000, which was increased to $392,700 in 2008, (ii) a bonus target between 80 – 110% of his base salary, and (iii) a long-term incentive target between 80 – 110% of his salary. In addition, upon a change of control of us, Mr. Sipzner’s unvested restricted shares and options would vest in full and the measurement period under our 2006 Long-Term Outperformance Plan and Performance Unit Program would terminate early and the performance hurdles under the Outperformance Plan would be subject to a pro rata adjustment.

Severance Agreements with other Executive Officers. In addition to our employment agreements with Messrs. Sweeney and Sipzner, we have severance agreements with our other executive officers. In January 2006, we entered into employment agreements with Mr. Wiberg in connection with our January 2006 merger with Prentiss Properties Trust. The agreement expired in January 2008, and we have replaced it with an “at-will” employment letter. Under the severance agreements, if the employment of an executive terminates within a specified period of time following the date that we undergo a change of control (such period being two years from the date of the change of control for Messrs. Molotsky, Wiberg and DeVuono) then the executive will be entitled to a severance payment in an amount based on a multiple of his or her annual salary and annual cash bonus (and in certain instances his long term incentive award). For our Senior Vice President and General Counsel, Mr. Molotsky, the multiple is 2.25 times his salary and annual cash bonus and long term incentive award; for our Executive Vice President and Senior Managing Director, Mr. DeVuono, the multiple is 1.75 times his salary and annual bonus and long term incentive award; for our Executive Vice President and Senior Managing Director, Mr. Wiberg, the multiple is 2.00 times his salary and annual bonus. For our other Executive and Senior Vice Presidents, the multiple for severance ranges from 2.00 to 1.00 of the annual salary and annual bonus and long term incentive award. The agreements also provide for a comparable payment to or for the benefit of an executive (or his or her estate) who dies or becomes disabled while employed with us. In addition, upon a change of control, the unvested restricted shares held by our executives would vest in full and the measurement period under our 2006 Long-Term Outperformance Plan and Performance Unit Program would terminate early and the performance hurdles under the Outperformance Plan would be subject to a pro rata adjustment. The terms of the severance agreements and change of control benefits were determined by our Compensation Committee and are not conditioned on any non-competition or other post-employment restrictive covenants.

Potential Payments Upon Termination of Employment or Change-in-Control

The table below was prepared as though the triggering event listed below the name of each Named Executive Officer occurred on December 31, 2008. Assumptions are noted in the footnotes to the table.

								Value of
								Unvested				Medical
				Severance				Equity				and Life				Tax
Name				Amount(1)				Awards(2)				Insurance				Gross Up				Total
Gerard H. Sweeney
n		Voluntary resignation		$	0			$	0			$	0			$	0			$	0
n		Involuntary termination (not in connection with change in control or for cause)		$	6,021,896			$	1,110,124			$	54,000			$	0			$	7,186,020
n		Death		$	6,021,896			$	1,110,124			$	0			$	0			$	7,132,020
n		Disability		$	1,414012			$	1,110,124			$	36,000			$	0			$	2,560,136
n		Involuntary or good reason termination after change of control		$	6,021,896			$	1,110,124			$	54,000			$	0			$	7,186,020
Howard M. Sipzner
n		Voluntary resignation		$	0			$	0			$	0			$	0			$	0
n		Involuntary termination (not in connection with change in control)		$	1,639,056			$	230,174			$	27,000			$	0			$	1,896,230
n		Death		$	2,458,584			$	230,174			$	0			$	0			$	2,688,758
n		Disability		$	2,458,584			$	230,174			$	40,500			$	0			$	2,729,258
n		Involuntary or good reason termination after change of control		$	2,458,584			$	230,174			$	40,500			$	1,291,205			$	4,020,463
Brad A. Molotsky
n		Voluntary resignation		$	0			$	0			$	0			$	0			$	0
n		Involuntary termination (not in connection with change in control)		$	0			$	0			$	0			$	0			$	0
n		Death		$	1,911,066			$	246,836			$	0			$	0			$	2,157,902
n		Disability		$	1,911,066			$	246,836			$	0			$	0			$	2,157,902
n		Involuntary or good reason termination after change of control		$	1,911,066			$	246,836			$	40,500			$	0			$	2,198,402
Robert K. Wiberg
n		Voluntary resignation		$	0			$	0			$	0			$	0			$	0
n		Involuntary termination (not in connection with change in control)		$	0			$	0			$	0			$	0			$	0
n		Death		$	870,000			$	189,227			$	0			$	0			$	1,059,227
n		Disability		$	870,000			$	189,227			$	0			$	0			$	1059,227
n		Involuntary or good reason termination after change in control		$	870,000			$	189,227			$	36,000			$	0			$	1,095,227
H. Jeffrey DeVuono
n		Voluntary resignation		$	0			$	0			$	0			$	0			$	0
n		Involuntary termination (not in connection with change in control)		$	0			$	0			$	0			$	0			$	0
n		Death		$	1,109,343			$	135,480			$	0			$	0			$	1,244,823
n		Disability		$	1,109,343			$	135,480			$	0			$	0			$	1,244,823
n		Involuntary or good reason termination after change in control		$	1,109,343			$	135,480			$	31,500			$	0			$	1,276,323

Equity Compensation Plan Information as of December 31, 2008

(a)

(b)

(c)

Number of securities

remaining available for

Number of securities to

future issuance under

be issued upon

Weighted-average

equity compensation

exercise of

exercise price of

plans (excluding

outstanding options,

outstanding options,

securities reflected in

Plan category

warrants and rights

warrants and rights

column (a))

Equity compensation plans approved by security holders (1)

1,754,648

(2)

$

20.41

(3)

3,298,922

Equity compensation plans not approved by security holders

—

—

—

Total

1,754,648

(2)

$

20.41

(3)

3,298,922

 

(1)		Relates to our Amended and Restated 1997 Long-Term Incentive Plan (most recently approved by shareholders in May 2007) and 46,667 options awarded prior to adoption of the Amended and Restated 1997 Long-Term Incentive Plan.
(2)		Does not include 475,496 unvested restricted common shares awarded under our Amended and Restated 1997 Long-Term Incentive Plan that were outstanding as of December 31, 2008.
(3)		The weighted average remaining term of the options as of December 31, 2008 is approximately 9.01 years (assuming a 15 year term from the grant date for 46,667 options that do not have a stated expiration date).

41