UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
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BRANDYWINE REALTY TRUST

(Name of Registrant as Specified in Its Charter)

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

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

Notice of Annual Meeting of Shareholders
to Be Held June 2, 2010

Dear Shareholder:

We invite you to attend our annual meeting of shareholders on Wednesday, June 2, 2010 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:

	•		elect our Board of Trustees;
	•		ratify the appointment of our independent registered public accounting firm for calendar year 2010;
	•		approve the amendment and restatement of our Amended and Restated 1997 Long-Term Incentive Plan to, among other things, increase the number of common shares of beneficial interest, par value $.01 per share, that may be issued or the subject of awards under the plan by 6,000,000 shares.

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 April 5, 2010 are entitled to vote at the 2010 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, Executive Vice President,
General Counsel and Secretary

April 16, 2010

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, 2010

The Board of Trustees of Brandywine Realty Trust is soliciting proxies to be voted at the Annual Meeting of Shareholders to be held on Wednesday, June 2, 2010 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 16, 2010.

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 April 5, 2010 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 seven 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;

(2)

Ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for calendar year 2010; and

(3)

An amendment and restatement of our Amended and Restated 1997 Long-Term Incentive Plan to, among other things, increase the number of common shares of beneficial interest, par value $.01 per share, that may be issued or the subject of awards under the plan by 6,000,000 shares.

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.

Instead of receiving paper copies of future annual reports and proxy statements in the mail, you can elect to receive an e-mail that will provide an electronic link to these documents. Choosing to receive your proxy materials online will save us the cost of producing and mailing documents to you. With electronic delivery, we will notify you by e-mail as soon as the annual report and proxy statement are available on the Internet, and you can easily submit your shareholder votes online. If you are a shareholder of record, you may enroll in the electronic delivery service at the time you vote by selecting electronic delivery if you vote on the Internet, or at any time in the future by going directly to www.proxyvote.com, selecting the “request copy” option, and following the enrollment instructions.

Important Notice Regarding the Availability of Proxy Materials
for the Shareholders Meeting to be Held on June 2, 2010

This proxy statement and our 2009 annual report to
shareholders are available at www.proxyvote.com.

Table of Contents

		PAGE
Information About The Meeting and Voting			1
• What Am I Voting on?			1
• Who Is Entitled to Vote?			1
• How Do I Vote?			1
• How You May Revoke or Change Your Vote			2
• What Constitutes a Quorum?			2
• What Vote Is Required to Approve Each Proposal?			2
• What Are the Board’s Recommendations?			3
• What Does it Mean if I Receive More Than One Proxy Card?			3
• What if I Receive Only One Set of Proxy Materials Although There Are Multiple Shareholders at My Address?			4
• How Do I Submit a Shareholder Proposal for Next Year’s Annual Meeting?			4
• Will I Receive a Copy of the Annual Report and Form 10-K?			4
• How Can I Access the Proxy Materials Electronically?			4
Proposal 1: Election of Trustees			5
• Executive Officers and Trustees			5
• Trustees			5
• Committees of the Board of Trustees			8
• Meetings of Trustees and Annual Meeting of Shareholders			9
• Trustee Independence; Independence Determination			9
• Corporate Governance			10
• Board’s Role in Risk Oversight			12
• Trustee Nominations			12
• Communications with the Board			13
• Trustee Compensation			14
• Consulting Agreement			15
• Compensation Committee Interlocks and Insider Participation			15
• Policies and Procedures for Review, Approval or Ratification of Transactions with Related Persons			15
Executives and Executive Compensation			16
• Executive Officers			16
• Compensation Discussion and Analysis			18
• Compensation Committee Report			32
• Compensation Committee Processes and Procedures			33

		PAGE
• Compensation Tables and Related Information			34
• 2006 Long-Term Outperformance Program			42
• 2010 Long-Term Incentive Awards			42
• Employment and Other Agreements			43
• Potential Payments Upon Termination of Employment or Change-in-Control			46
• 401(k) Plan			47
• Employee Share Purchase Plan			48
Securities Ownership			49
• Security Ownership of Certain Beneficial Owners and Management			49
Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm			51
• Fees to Independent Registered Public Accounting Firm			51
• Report of the Audit Committee			52
Proposal 3: Approval of the Amendment and Restatement of the Amended and Restated 1997 Long-Term Incentive Plan			53
Summary of the Brandywine Realty Trust 1997 Long-Term Incentive Plan, as Amended and Restated			54
• Purpose			54
• Participants			54
• Administration			54
• Awards			55
• Change of Control			57
• Adjustments			57
• Amendments			57
• Status of Plan			58
• Certain Federal Income Tax Consequences			58
• Benefits Under the Incentive Plan			59
Other Information			59
• Section 16(a) Beneficial Ownership Reporting Compliance			59
• Other Business			59
• Expenses of Solicitation			60
• Shareholder Proposals for the 2011 Annual Meeting of Shareholders			60
Appendix A — Brandywine Realty Trust Amended and Restated 1997 Long-Term Incentive Plan			A-1

Information About The Meeting and Voting

What Am I Voting on?

Our Board of Trustees is soliciting your vote for:

•

The election of seven 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.

•

Ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for calendar year 2010.

•

An amendment and restatement of our Amended and Restated 1997 Long-Term Incentive Plan to, among other things, increase the number of common shares of beneficial interest, par value $.01 per share, that may be issued or the subject of awards under the plan by 6,000,000 shares.

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 April 5, 2010 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, 130,188,232 common shares were issued and outstanding and entitled to vote.

How Do I Vote?

If you are a shareholder of record, you may have your common shares voted at the Meeting by submitting your proxy by any of the following methods:

•

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.

•

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; (2) FOR ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for calendar year 2010; and (3) FOR the amendment and restatement of our Amended and Restated 1997 Long-Term Incentive Plan. 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.

•

Voting by Telephone. You may vote your shares by telephone by calling toll-free 1-800-690-6903. 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 or other record holder) you should follow the voting instructions provided to you by your broker or the record holder. Although most brokers offer voting by mail, telephone and on the Internet, availability and specific procedures will depend on their voting arrangements. If you do not provide voting instructions to your broker, your shares are referred to as “uninstructed shares.” Whether your broker has the discretion to vote these shares on your behalf depends on the ballot item, as indicated below for each of the proposals.

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:

•

Submitting a later-dated proxy by mail, over the telephone or through the Internet.

•

Sending a written notice, including by 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

•

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 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. Unless a quorum is present at the Meeting, no action may be taken at the Meeting except the adjournment thereof to a later time. 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. All valid proxies returned will be included in the determination of whether a quorum is present at the Meeting. The shares of a shareholder whose ballot on any or all proposals is marked as “abstain” will be included in the determination of whether a quorum is present at the Meeting. If a broker indicates on the proxy that it does not have discretionary authority as to certain shares to vote on a particular matter, those shares will be considered as present for determining a quorum, but will not be voted with respect to that matter.

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 cast, including abstentions, will have no impact on the vote.

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 2010 requires the affirmative vote of a majority of all votes cast on this proposal. Accordingly, an abstention will have no effect on the outcome of the vote on this proposal.

Amendment and Restatement of Amended and Restated 1997 Long-Term Incentive Plan. Approval of the amendment and restatement of our Amended and Restated 1997 Long-Term Incentive Plan requires the affirmative vote of a majority of all votes cast on this proposal, provided that the total votes cast on this proposal must represent over fifty percent of all common shares entitled to vote on this proposal. For purposes of the requirement that the total votes cast represent over fifty percent of all common shares entitled to vote on the proposal, abstentions will be counted as votes cast and therefore as shares present and entitled to vote at the meeting. Abstentions will have the effect of a vote against this proposal.

Voting Instructions; Uninstructed Shares. In voting by proxy with regard to the election of trustees, shareholders may vote in favor of all nominees, withhold their votes as to all nominees, or withhold their votes as to specific nominees. Shareholders should specify their choices by using the Internet or telephone voting procedures, or on the proxy card, if printed copies of the proxy materials are requested by mail. All properly executed proxies delivered by shareholders to us and not revoked will be voted at the Meeting in accordance with the directions given. For any shareholder of record, if no specific instructions are provided for proxies given through the Internet or telephone voting procedures, or if a signed proxy card is returned without giving specific voting instructions, the shares represented by the proxy will be voted “FOR” the election of all trustees in Proposal 1; “FOR” the approval of Proposal 2; and “FOR” the approval of Proposal 3. If any other matters should be properly presented at the Meeting, the persons named as proxies will vote upon such matters according to their best judgment.

Under new rules adopted by the NYSE its member-brokers are allowed to vote shares held by them for their customers only on matters the NYSE determines are routine, unless the brokers have received voting instructions from their customers. Your broker is prohibited from voting your shares on the election of trustees and on Proposal 3 unless you have given voting instructions to your broker. The NYSE currently considers Proposal 2 to be a routine matter. Your broker, therefore, may vote your shares in its discretion on Proposal 2 if you do not instruct your broker how to vote on Proposal 2. The NYSE does not consider the proposal to approve such other business as may properly come before the Meeting or any adjournment a routine matter, so your broker may not vote on this proposal in its discretion, although your shares will be counted for purposes of determining whether a quorum is present. Your broker, therefore, will need to return a proxy card without voting on this non-routine matter if you do not give voting instructions with respect to this matter. This is referred to as a “broker non-vote.”

What Are the Board’s Recommendations?

The Board recommends that you vote FOR each of Proposal 1 (Election of Trustees); Proposal 2 (Ratification of Appointment of Independent Registered Public Accounting Firm); and Proposal 3 (Amendment and Restatement of the Amended and Restated 1997 Long-Term Incentive Plan).

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 and the notice may apply to each company in which you hold shares through that broker. This practice of sending only one copy of proxy materials is known as “householding.” The reason we do this is to attempt to conserve natural resources. 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, 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 the proxy statement for our 2011 annual meeting of shareholders in accordance with rules of the Securities and Exchange Commission (“SEC”) and the advance notice provisions summarized later in this proxy statement under “Other Information — Shareholder Proposals for the 2011 Annual Meeting of Shareholders.” Proposals should be sent via registered, certified, or express mail to: Brad A. Molotsky, Executive Vice President, General Counsel and Secretary, 555 East Lancaster Avenue, Radnor, Pennsylvania 19087.

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:

	•		accessing our Internet site at www.brandywinerealty.com and clicking on the “Investor Relations” link;
	•		writing to our Manager of Investor Relations, Marge Boccuti, at 555 East Lancaster Avenue, Radnor, Pennsylvania 19087; or
	•		calling Ms. Boccuti at: (610) 832-7702.

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 2009 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 seven 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			76			Non-Executive Chairman of the Board and Trustee
Anthony A. Nichols, Sr.			70			Chairman Emeritus and Trustee
Gerard H. Sweeney			53			President, Chief Executive Officer and Trustee
D. Pike Aloian			55			Trustee
Wyche Fowler			69			Trustee
Michael J. Joyce			68			Trustee
Charles P. Pizzi			59			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. Mr. D’Alessio serves as Vice Chairman of NorthMarq Capital, a real estate investment banking firm, and as Senior Managing Director of NorthMarq Advisors, a real estate consulting group, positions he has held since October 2003. 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, PECO Energy Company, a subsidiary 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.

Areas of Relevant Experience: Real estate; finance; construction and development; government and public policy.

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, a member of the Executive Committee and a 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”).

Areas of Relevant Experience: Real estate; finance; construction and development.

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.

Areas Relevant Experience: Senior executive, with ability to drive and oversee our business strategy; detailed knowledge and unique perspective regarding our strategic and operational opportunities and challenges and our competitive and financial positioning.

D. Pike Aloian, Trustee. Mr. Aloian was first elected a Trustee on April 19, 1999. Mr. Aloian is a Managing Director of Rothschild Realty Managers LLC, 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. In addition, Mr. Aloian served on the board of directors of CRT Properties, Inc. until the company was sold in 2006 to a private buyer. He has served as 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.

Areas of Relevant Experience: Real estate; finance; capital markets; financial reporting, accounting and controls.

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 Shubert Theatres, NY, Ziopharma, Keryx Biopharmaceuticals and Davidson College, and Mr. Fowler is board chair of the Middle East Institute, a nonprofit research foundation in Washington, D.C. In addition to these boards, during the past five years Mr. Fowler served on the board of the Philadelphia Stock Exchange until it was acquired by NASDAQ in 2008.

Areas of Relevant Experience: Government and public policy; complex regulatory and legal issues.

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 New England Managing Partner of Deloitte, an international accounting firm. Prior to that, he was, for ten years, Philadelphia Managing Partner 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, Mr. Joyce served on the board of Heritage Property Investment Trust until the company was sold in 2006.

Areas of Relevant Experience: Financial reporting, accounting and controls; risk management.

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, Federal Reserve Bank of Philadelphia and Independence Blue Cross. In addition to these boards, during the past five years Mr. Pizzi served on the board of the Philadelphia Stock Exchange until it was acquired by NASDAQ in 2008.

Areas of Relevant Experience: Government and public policy; finance; financial reporting, accounting and controls; capital markets; risk management.

A former trustee, Donald E. Axinn, died in 2009. Mr. Axinn joined our Board in 1998 and served on the Board until his death.

Committees of the Board of Trustees

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

The table below provides 2009 membership and meeting information for each of the Board Committees.

Name

Audit

Corporate Governance

Compensation

Executive

Walter D’Alessio

X

X

X

Anthony A. Nichols, Sr.

Gerard H. Sweeney

X

D. Pike Aloian

X

X

X

Wyche Fowler

X

Michael J. Joyce

X

X

Charles P. Pizzi

X

X

2009 Meetings

8

3

10

0

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 eight times in 2009 and two times to date in 2010.

Our Audit Committee currently consists of Messrs. Joyce (Chair), Aloian and Pizzi, each of whom is independent within the meaning of the 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 three times in 2009 and one time to date in 2010.

Our Corporate Governance Committee currently consists of Messrs. Fowler (Chair), Aloian 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 10 times in 2009 and five times to date in 2010.

Our Compensation Committee currently consists of Messrs. Pizzi (Chair), D’Alessio and Joyce. 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. Our Executive Committee currently consists of Messrs. Sweeney (Chair), D’Alessio and Aloian. The Executive Committee has authority to approve certain significant acquisitions, dispositions and other investments, subject to limitations set by the Board. The Executive Committee did not meet formally during 2009.

Meetings of Trustees and Annual Meeting of Shareholders

Our Board of Trustees held five meetings in 2009. In 2009, 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 2009, the Board held eight informational sessions. Our non-management Trustees also hold regular meetings without management. During 2009, our non-management Trustees held four 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 2, 2009.

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. These standards provide that a Trustee who has any of the following relationships or arrangements will not qualify as independent:

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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.

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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).

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(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.

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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.

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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. 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, 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 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.

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Our Board has adopted clear corporate governance policies as reflected in our Corporate Governance Principles.

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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.

	•		The Chairman of our Board is independent.
	•		Our non-management Trustees meet regularly without the presence of management.
	•		The charters of our Board committees clearly establish their respective roles and responsibilities.
	•		Our Board has adopted a Code of Business Conduct and Ethics that applies to all of our Trustees, officers and employees.

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We have a toll-free 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.

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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.

Board Leadership Structure: Mr. D’Alessio is Chairman of the Board and Mr. Sweeney is our President and Chief Executive Officer and a Trustee. As Chairman of the Board, Mr. D’Alessio presides at executive sessions of non-management Trustees, oversees the agenda of Board meetings and is available to shareholders and other parties interested in communicating with our non-management Trustees. As President and Chief Executive Officer, Mr. Sweeney is ultimately responsible for our day-to-day operations and for executing our strategy. The Board believes that its leadership structure (i) achieves independent oversight and evaluation of our senior management; (ii) assures effective communication between the Board and senior management on corporate strategy; and (ii) fosters effective decision-making and accountability.

Executive and Trustee Share Ownership Requirements: We maintain minimum share ownership requirements for our executives and Trustees. We have summarized these requirements below under “Compensation Discussion and Analysis — Share Ownership Requirements.”

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 annually 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.

Board’s Role in Risk Oversight

Our Board as a whole has responsibility for risk oversight, with reviews of certain areas being conducted by the relevant Board Committees that report on their deliberations to the Board. The oversight responsibility of the Board and its Committees is enabled by management reporting processes that are designed to provide visibility to the Board about the identification, assessment and management of critical risks and management’s risk mitigation strategies. These areas of focus include competitive, economic, operational, financial (accounting, credit, liquidity and tax), legal, regulatory, compliance and reputational risks. The Board and its Committees oversee risks associated with their respective principal areas of focus, as summarized below.

Committee		Primary Areas of Risk Oversight
Audit Committee		Risks and exposures associated with financial matters, particularly financial reporting, tax, accounting, disclosure, internal control over financial reporting, financial policies, investment guidelines and credit and liquidity matters.
Corporate Governance Committee		Risks and exposures associated with leadership and succession planning; and corporate governance.
Compensation Committee		Risks and exposures associated with executive compensation programs and arrangements, including incentive plans. See “Compensation Discussion and Analysis — Additional Compensation Information — Compensation and Risks.”

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:

	•		personal ethics, integrity and values;
	•		inquiring and independent mind;
	•		practical wisdom and mature judgment;
	•		broad training and experience at the policy making level in business, government, education or technology;
	•		willingness to devote the required amount of time to fulfill the duties and responsibilities of Board membership;
	•		commitment to serve on the Board over a period of years in order to develop knowledge about our operations; and
	•		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 Committee and Board believe that Board membership should reflect diversity in its broadest sense, including persons diverse in skills, background, gender and ethnicity. The Committee has not adopted a formal policy for the consideration of diversity in identifying candidates for the Board. The 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 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, interview the candidate. After completing its evaluation, the 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:

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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);

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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

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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 2009 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.

		Fees Earned or								All Other
		Paid in Cash				Share Awards				Compensation				Total
Name		($)(1)				($)(2)				($)				($)
Walter D’Alessio		$	111,500			$	40,000			$	1,456	(3)		$	152,956
Anthony A. Nichols, Sr.		$	53,000			$	40,000			$	47,044	(4)		$	140,044
D. Pike Aloian		$	65,500			$	40,000			$	1,456	(3)		$	106,956
Wyche Fowler		$	69,000			$	40,000			$	1,456	(3)		$	110,456
Michael J. Joyce		$	86,000			$	40,000			$	1,456	(3)		$	127,456
Charles P. Pizzi		$	82,500			$	40,000			$	1,456	(3)		$	123,956

In 2009, our Trustees (other than our President and Chief Executive Officer) received the following compensation for their service as Trustees:

	•		$35,000 annual fee payable in cash or common shares, at each Trustee’s election;
	•		$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);
	•		$1,500 fee payable in cash for participation in each meeting and informational session of the Board;
	•		$1,000 fee payable in cash for participation by a member of a Board committee in each meeting of the committee; and

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$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 Agreement

We paid Mr. Nichols $30,000 in January 2009 for consulting services that he performed for us in 2008. Mr. Nichols did not provide consulting services to us in 2009. 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. In March 2010, we agreed to pay the premiums for Medicare, Medicare supplement and prescription insurance for Mr. Nichols and his spouse until Mr. Nichols reaches age 75.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee of our Board is currently comprised of Charles P. Pizzi (Chair), Walter D’Alessio and Michael J. Joyce. No member of the Compensation Committee is or has been an officer or employee of the Company. At the time of his death in 2009, Mr. Axinn was a member of the Compensation Committee. He was neither a current nor former 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, 2009, 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:

H. Jeffrey DeVuono (age 44) 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.

Brad A. Molotsky (age 45) is our Executive Vice President, General Counsel and Secretary. Mr. Molotsky became our General Counsel and Secretary in October 1997; became a Senior Vice President in December 2004; became an Executive Vice President in August 2009; and became responsible for our company-wide sustainability initiative in 2010. 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 — Sustainability Taskforce, a board member of the Philadelphia Chapter of NAIOP, the JCC of Southern New Jersey, the Walnut Street Theatre and PENJERDEL. In addition, Mr. Molotsky is a member of the University of Pennsylvania’s Wharton School Zell/Lurie Real Estate Center, the Urban Land Institute, the Southern New Jersey Development Council, the Philadelphia Development Council and the Delaware Valley Green Building Council and is on the advisory committee of the C.A.R.E.S. Institute and Northern Home for Children. Mr. Molotsky received a B.S. in Accounting from the University of Delaware and a JD/MBA from Villanova University’s School of Law and the College of Business and Finance.

Howard M. Sipzner (age 48) 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. Mr. Sipzner is a Board member of the World Affairs Council of Philadelphia and of the Queens College Foundation.

George D. Sowa (age 50) 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 National Board of NAIOP as well as being President-Elect and Board member of the New Jersey Chapter of NAIOP. Mr. Sowa 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 and the Evergreens.

Robert K. Wiberg (age 54) is our Executive Vice President and Senior Managing Director — Metro DC and California Regions. 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.

Thomas E. Wirth (age 46) is our Executive Vice President, Portfolio Management and Investments. Mr. Wirth joined us in December 2009. He directs portfolio management activities and participates with our regional and corporate executive team in formulating capital allocation tactics. Mr. Wirth also participates in our evaluation of capital raising alternatives, joint ventures and other transactions. From 2004 until 2009, Mr. Wirth served as President (2007-2009) and Chief Financial Officer of Feldman Mall Properties. From 1997 to 2004, he served first as the Vice President of Finance and later as Chief Financial Officer of SL Green Realty Corporation. Mr. Wirth has also served as Vice President of Financial Reporting and Analysis for Greenwich, Connecticut-based United Waste System, Inc., and spent ten years with Ernst & Young LLP in various positions, including Senior Manager. Mr. Wirth received his B.A. degree in business management and accounting from Gettysburg College in 1985.

George D. Johnstone (age 46) is our Senior Vice President, Operations & Asset Management. Mr. Johnstone joined us in November 1998. He works in conjunction with our regional managing directors in running our operations. Prior to his appointment as our Senior Vice President, Operations & Asset Management, Mr. Johnstone served as Vice President of Operations for our Pennsylvania Region (2004 — 2005) and for our New Jersey Region (2002 — 2004) and served as Director of Operations for our New Jersey Region from 1998 until 2002. Prior to joining us, Mr. Johnstone 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 that company. Mr. Johnstone serves on the board of the Juvenile Diabetes Research Foundation. He earned his Bachelor of Science degree in accounting from Albright College.

William D. Redd (age 54) is our Senior Vice President and Managing Director — Richmond and Austin Regions. Prior to joining Brandywine in 1999, Mr. Redd was a partner with Childress Klein Properties from 1985 to 1999 where he was responsible for office and industrial development for the Richmond division. Mr. Redd earned a law degree from the University of Virginia and a Bachelor of Arts degree from Hampden-Sydney College. He is a licensed attorney in the Commonwealth of Virginia and holds a real estate license. Mr. Redd currently serves on the Board of Directors of LINC (Legal Information Network for Cancer) and is a member of the Executive Committee of the Richmond Real Estate Group (former President). He is also a member of the Virginia Commonwealth University Real Estate Circle of Excellence, the Urban Land Institute (ULI), and previously served as President of the Greater Richmond Association of Commercial Real Estate and as a board member for the Richmond Children’s Museum.

Gabriel J. Mainardi (age 36) is our Vice President, Chief Accounting Officer and 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. We believe that these policies and practices:

1.

encourage the achievement of annual and longer-term business goals designed to create shareholder value;

2.

provide compensation that is competitive with peer group companies;

3.

provide retention incentives; and

4.

encourage executives to achieve superior individual performance.

Our executive compensation program consists of three principal components: base salary; annual incentive awards; and equity-based long-term incentives. Each of these components drives a pay for performance culture. We discuss each of these components separately below. See “— Discussion.”

We design annual incentive awards to reward key employees who achieve individualized annual performance goals that take into account and enhance our corporate performance. The size of the awards relative to individual incentive targets is linked to the achievement of these goals. Individualized annual performance goals 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 equity-based long-term 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 (other than for retirement), will normally forfeit the unvested portion of the award.

Generally, as an executive’s responsibilities increase, our Compensation Committee allocates a greater portion of the executive’s total compensation to an annual incentive award and an equity-based long-term incentive award as compared to base salary. A significant percentage of the compensation of our senior executives is composed of restricted shares, performance units and options for the following reasons: (i) we believe that the interests of these executives should be closely aligned with the interests of our shareholders; (ii) we want these individuals to maintain a long-term focus for us; and (iii) these types of pay arrangements are generally consistent with the compensation practices of our peer companies.

Our Compensation Committee makes final compensation determinations in or shortly after the first quarter of each year. Annual incentive awards are typically paid in mid-March and long term equity grants are made on the date of the Committee approval. This timing allows us to close our books for the prior year and provides the Compensation Committee with sufficient time to evaluate our executives against both their individual performance metrics and our corporate performance ensuring that our awards are linked to performance.

Our Compensation Committee has been assisted in its work by Towers Perrin (now known as Towers Watson). Our Compensation Committee selected Towers Perrin as a consultant because of its expertise and reputation as a compensation consulting firm. We did not have any affiliation with Towers Perrin and their engagement and scope of services (including design and valuation services) have been solely through our Compensation Committee. Towers Perrin did not provide us with any services other than executive compensation consulting services.

In early 2008, in consultation with Towers Perrin, our Compensation Committee developed a peer group as a frame of reference for our executive compensation, which continues to be used. Our Compensation Committee believes that peer group data are an indicator of compensation opportunities at companies that might recruit our executives and the data therefore help 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. Moreover, the Committee does not set specific pay targets or otherwise engage in formal “benchmarking” of compensation of our executives against executives at peer group companies. The Committee does, however, attempt to set total compensation for each named executive near the middle of the peer group data while allowing for the possibility of greater or lesser compensation based upon our corporate performance. The peer group used for 2009 compensation is as follows:

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

In its assessment of our compensation practices, our Compensation Committee reviews peer group and REIT industry data (including data compiled by FPL and NAREIT) and analyses prepared by Towers Perrin.

In each of 2008 and 2009, following analyses by, and discussions with, Towers Perrin, our Compensation Committee established targets for annual incentive awards and equity-based long-term incentive awards for our executives. These targets are expressed as percentages of base salaries. While these targets set a direction for each officer’s annual incentive award and equity-based long term incentive award, the Compensation Committee retains authority to increase or decrease the actual award amounts. On April 1, 2009, our Compensation Committee set 2009 base salaries for our executives at 2008 levels (with no material increases) and approved annual incentive awards for 2008 and equity-based long-term incentive awards. On March 4, 2010, our Compensation Committee set 2010 base salaries for our executives and approved annual incentive awards for 2009 and equity-based long-term incentive awards.

The table below shows the equity-based long-term incentive awards made to each of our named executive officers on April 1, 2009. See the table captioned “Grants of Plan-Based Awards” and notes (3) and (4) to the Summary Compensation Table included under “Compensation Tables and Related Information” for the grant date fair values of the three components of the equity-based long-term incentive awards shown in the table below and the assumptions used in computing these values.

		Awarded on April 1, 2009
		Restricted				Performance
Executive		Shares (#)				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

The table below shows the 2009 annual and long-term incentive targets for each of our named executive officers, expressed as a percentage of their base salaries during 2009, and the annual incentive awards and equity-based long-term incentive awards made to them on March 4, 2010.

										2009				Awarded on March 4, 2010
										Equity-Based																				Grant Date
						2009 Annual				Long-Term																				Fair Value of
		2009				Incentive				Incentive				2009 Annual																Share and
		Base				Percentage				Percentage				Incentive				Restricted				Performance				Options				Option
Executive		Salary				Target				Target				Award (1)				Shares (#)				Units (#)				(#)				Awards (2)
Gerard H. Sweeney		$	600,000				200	%			300	%		$	1,050,000				48,716				33,830				239,726				1,800,000
Howard M. Sipzner		$	392,700				100	%			150	%3		$	392,700				17,391				12,077				67,243				589,050
Brad A. Molotsky4		$	340,000				80	%			150	%		$	272,000				15,058				10,457				58,219				510,000
Robert K. Wiberg		$	275,000				75	%			125	%		$	206,250				10,149				7,048				39,241				343,750
H. Jeffrey DeVuono		$	275,000				75	%			125	%		$	206,250				10,149				7,048				39,241				343,750

Discussion

The principal components of our executive compensation consist of:

	•		Base salary;
	•		Annual incentive awards; and
	•		Equity-based long-term incentives.

Other components of executive compensation include:

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

Each of the principal components of our executive compensation furthers one or more of our compensation objectives:

	•		Align management and shareholder interests;
	•		Align pay programs with our business strategy;
	•		Provide retention incentives; and
	•		Provide appropriate, market based equity ownership by officers.

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. Base salary represents the fixed portion of an executive’s salary that compensates him for ongoing performance throughout the year and is paid on a bi-weekly basis. In setting a base salary, our Compensation Committee considers the assigned responsibilities and performance of the executives as well as the overall skills and experience of the individual. We compare our base salaries annually against peer group data to help us attract and retain talented, motivated executives. As part of the annual compensation process, adjustments may be made to base salaries based upon changes in market data regarding our peer companies or the individual performance of an executive. Adjustments may also be made to compensate the individual for a significant increase in the executive’s role and responsibilities. The Committee’s consideration of an executive’s performance includes the views and recommendations of our President and Chief Executive Officer who evaluates each executive’s contribution to our overall corporate performance and to regional, departmental or other business units. In setting base salaries, our Compensation Committee also considers the linkage of base salaries to those of our compensation elements tied to base salaries (such as severance and change in control benefits that are computed as a multiple of base salary). In establishing 2010 base salaries for our named executives, our Compensation Committee concurred in the recommendation of our President and Chief Executive Officer that no increase be made in his base salary (which has remain unchanged since March 2007) and his recommendation for base salary increases of approximately $10,000 for each of Messrs. Molotsky, Wiberg and DeVuono. Mr. Sweeney recommended this increase after reviewing market data and considering the absence of material changes in base salaries for these executives in 2008 and 2009. Mr. Sipzner’s 2010 base salary was set in his employment agreement at $440,000, and reflects an approximately $47,000 increase in his base salary for 2009. See “Compensation Tables and Related Information — Agreement with our Executive Vice President and Chief Financial Officer.”

Annual Incentive Awards. Consistent with our compensation philosophy, annual incentive awards are designed to reward each executive for achievement of annual performance goals linked to the achievement of our annual corporate goals. Annual incentive awards are computed on the basis of performance within three categories: corporate, business unit/regional and discretionary. These goals are derived from our corporate business plan developed by our Board of Trustees and senior management. Each year our Compensation Committee establishes a target annual incentive award for each executive, expressed as a percentage of the executive’s base salary. The assigned annual incentive award targets reflect the Committee’s review of comparable targets at our REIT peer group as described above and generally seek to set incentive award targets near the median of our peer group. Actual incentive awards are determined by multiplying the percentage of goals achieved by the target amount for the incentive award.

To do this, our President and Chief Executive Officer recommends corporate, business unit and individual performance objectives and weightings of the objectives (for named executive officers 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 2009 objectives and the weightings. The corporate objectives are the primary metric for the President and Chief Executive Officer’s compensation as described more fully below. Generally, the criteria for corporate and business unit goals are quantitative and objective. A portion of the awards (20% for 2009 and 2010) is discretionary. The discretionary piece of the award is subjective and is tied to compliance and support for corporate initiatives and objectives, social/community leadership (including participation on charitable and civic boards) and departmental leadership.

Following the end of the fiscal year, our President and Chief Executive Officer submits to the Compensation Committee recommendations for annual incentive awards based on his assessment of our achievements relative to corporate, business unit and individual performance objectives as well as our performance compared to our business plan for such prior fiscal year. The Compensation Committee discusses the recommendations with the President and Chief Executive Officer and has unrestricted authority to modify them. 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. With respect to corporate goals, the Committee sets a threshold, target and maximum payout shortly after the beginning of the plan year or as soon as practicable thereafter. If an executive were to exceed target in a particular area, the executive may be awarded up to 150% of the relevant component. If the executive does not achieve the threshold for the component, the executive would not receive a payout for that component. Executives are awarded 100% of the balanced scorecard component when they meet their targets. Based on our 2009 results, and the relative weightings applied to each component, the named executive officers were entitled to a payout of 100% of the Company portion of the annual incentive award. The balance of the annual incentive awards reflected goal achievements tied to department/regional performance and exercise of discretion by the Committee. The table below shows the goal weightings by category for our named executives for 2009 and 2010.

		2009												2010
						Region/												Region/
Executive		Company				Department				Discretionary				Company				Department				Discretionary
Gerard H. Sweeney			80	%			0	%			20	%			80	%			0	%			20	%
Howard M. Sipzner			60	%			20	%			20	%			60	%			20	%			20	%
Brad A. Molotsky			60	%			20	%			20	%			60	%			20	%			20	%
Robert K. Wiberg			40	%			40	%			20	%			20	%			60	%			20	%
H. Jeffrey DeVuono			40	%			40	%			20	%			20	%			60	%			20	%

Key 2009 Company goals were tied to: (i) Funds From Operations (FFO)¹; (ii) Cash Available for Distribution (CAD), which we compute as FFO less the costs of recurring capital expenditures²; (iii) Same-Store Net Operating Income Growth (“SSG”)³; (iv) Core Sales Activity; (v) occupancy rates; (vi) lease renewals; (vii) secured financings; and (viii) leverage (debt/gross asset value). The Committee’s assessment for 2009 took into account:

•

FFO and CAD compare our achieved FFO and CAD against our internal FFO and CAD targets. FFO and CAD form 30% of the corporate metric. Our FFO target for 2009 was $1.75. Our actual FFO for 2009 was $1.87. Our CAD target for 2009 was $1.25. Our actual CAD for 2009 was $1.45. We exceeded the target for each of these metrics. Our FFO was 1.06% of target and our CAD was 1.15% of target.

	•		SSG measures internal growth at properties in our portfolio in both 2008 and 2009. Our 2009 target GAAP SSG was (-2.9%). We achieved (-4.3%) based on 2009 same store net operating income of $315.9 million compared to $330.3 million in 2008, excluding one time items. Our cash SSG target for 2009 was (-.10%). We achieved (-2.0%) cash SSG based on cash same store net operating income of $305.4 million in 2009 compared to $311.8 million in 2008. We did not meet our 2009 target for the SSG metric, which was weighted 10% of our corporate metric.
	•		Core Sales Activity: Core assets sales represents assets sold for strategic purposes. Early in 2009, we identified Core asset sales activity as a high priority corporate objective to enhance our liquidity and reduce our indebtedness. As such, this goal was weighted 20% of our corporate metric. We partially achieved this goal through $129.5 million in asset sales. Our threshold and target for this goal were $120 million and $145 million, respectively. In June 2009 we completed an underwritten offering of common shares, thereby reducing the imperative of asset sales as a source of liquidity and enabling us to maintain net operating income from the retained assets. In light of the change in circumstances related to our common share offering, which reduced the immediacy we had initially placed on desired asset sales, our Compensation Committee concluded that we met this goal.
	•		Occupancy at Same Stores: Same store occupancy reflects our properties’ 2009 occupancy percentage at same store properties compared to the 2008 occupancy percentage. As of December 31, our occupancy was 88.5%. We did not meet this goal, which was set at 91.5% with a threshold of 90.5%. This goal was weighted as 5% of our corporate metric.
	•		Early 2010 lease renewals: We set a goal of completing 40% of our 2010 lease renewals in 2009 and achieved 26%. This goal was weighted as 5% of our corporate metric.
	•		Mortgage Financings: We weighted as 20% of our corporate metric obtaining at least $140 million in secured financings in 2009. We completed $149 million in secured financings (at our One and Two Logan properties in Philadelphia), thereby exceeding this target.
	•		Leverage Target (Debt/Gross Asset Value): This metric represents debt divided by total gross assets, excluding cash. We weighted as 20% of our corporate metric lowering this debt-to-asset value ratio. We achieved a year-end ratio of 45.7%, exceeding our target of 47.5%.
	•		Other key 2009 goals achieved include:

	•		$250 million Unsecured Note Offering
	•		$256 million secured Financing of Cira South Project
	•		$444 million in Unsecured Note Repurchases
	•		Targeted approximately $46 million of speculative revenue; Achieved approximately $47 million

Our framework for annual incentive awards for executives contemplates that, after taking into account each executive’s individual scorecard, the Compensation Committee may exercise discretion in setting individual awards, including setting awards below the pool accrued for annual incentive awards. For example, an executive with a $250,000 base salary and an annual incentive target percentage of 75% would have an unadjusted annual incentive opportunity of $187,500. If the executive were to achieve 100% of his or her goals, and the Committee determined that we should pay out 90% of the aggregate accrued annual incentive pool, then the adjusted annual incentive for the executive would be $168,750. Factors the Committee may use in adjusting the pool include, but are not limited to, our share price performance, the extent of achievement/failure to meet corporate goals, or general economic/industry conditions.

In the first quarter of 2010, the Compensation Committee reviewed our 2009 results, including each of the corporate goals. The Committee noted that we exceeded the goals which were more heavily weighted for our President and Chief Executive Officer (FFO/CAD, mortgage financings and debt leverage) and accepted his recommendation that we pay annual incentive awards to the executive officers at levels consistent with (and not higher than) the targets adjusted for individual and regional/departmental performance. While the Committee reviews the recommendations of our President and CEO, the Committee has sole authority over, and may exercise its sole discretion regarding, the structure of our compensation program and individual arrangements for each named executive officer.

Annual incentive awards earned by our named executive officers on March 4, 2010 are shown in the Summary Compensation Table.

We do not have policy differences with respect to the compensation of individual executive officers even though the level of compensation may differ based on scope of responsibilities and performance. The compensation disparity between our President and Chief Executive Officer and the other executive officers is primarily due to our President and Chief Executive Officer having significantly greater responsibilities for management and oversight of our business.

President and Chief Executive Officer Annual Incentive Award. Our Compensation Committee approves the performance goals for our President and Chief Executive Officer each year following review of our annual business plan and key objectives for that year. As discussed above, for the 2009 annual incentive award approved on March 4, 2010 to our President and Chief Executive Officer, 80% was tied to Company goal achievement (with the components and targets identified above) and 20% reflected the exercise of discretion by the Compensation Committee, based on its subjective assessment. Our President and Chief Executive Officer makes recommendations to the Compensation Committee with respect to the annual corporate metrics which will apply to himself as well as to other 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 2009 business results, and the relative weightings applied to each metric, Mr. Sweeney earned 100% of the corporate portion of his annual incentive award. In the first quarter of 2010, Mr. Sweeney requested the Committee to limit his annual incentive award (targeted at 200% of his base salary) to 175% of his base salary. In requesting that the Committee limit his annual incentive award, Mr. Sweeney took into account our total shareholder return relative to the total shareholder return of peer group companies over the last three years as well as the current and recent state of the economy.

Equity-Based Long-Term Incentive Compensation.

Consistent with our compensation objectives, our equity-based long-term incentive program is designed to assist us in attracting and retaining high quality executives, while tying a significant portion of compensation to our financial performance, principally in the case of this program our total shareholder return. Given the influence of our more senior executives on our overall performance, we have allocated a larger percentage of their compensation to the variable performance associated with equity-based awards.

Under newly-revised SEC rules, the amounts presented in the Summary Compensation Table for Share Awards and Option Awards reflect the aggregate grant date fair values of share-based awards and option awards granted during the indicated years. Accordingly, the amounts shown in the Summary Compensation Table for 2009 Share Awards and 2009 Option Awards refer to the awards granted on April 1, 2009. We address directly below the methodology for the determination of these awards. We then address the methodology for the determination of the equity-based long-term incentive awards granted on March 4, 2010.

For the April 1, 2009 awards, 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 equity-based long term incentives awarded in April 2009 to our executive officers (eight executive officers as of April 2009) had an aggregate estimated value of less than 26% of the 2009 applicable target values for these individuals. 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 was less than 43% of the aggregate long term incentive award value granted in April 2008. These discounts reflected a judgment by the Compensation Committee that equity-based long term awards should be reduced to take into account our 2008 and early 2009 share price performance. Based upon our total shareholder return relative to our REIT peers and decline in our share price as of April 1, 2009, our Committee concluded that these decreased grants versus target were warranted. The awards were comprised of three components: restricted common shares, performance units and options. Approximately 20% of these awards were in the form of options and the remainder was divided evenly between time vested restricted shares and performance shares. The Compensation Committee believes that these three components in combination create an effective link between ultimate value realizable by our executives and our longer-term performance and also enhance retention by conditioning payouts on continued service with us during the performance or vesting periods. We describe below the material terms of these components.

For the March 4, 2010 awards, 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.” Consistent with the framework applicable to the April 1, 2009 awards, the awards made on March 4, 2010 were comprised of three components: restricted common shares, performance units and options. After consultation with Towers Perrin and our President and Chief Executive Officer, the Compensation Committee determined to allocate these awards equally among time vested restricted shares, performance units and share option awards.

Time Vested Restricted Common Share Awards. Each restricted common share has a value equal to one common share as of the close of the market on the day of grant. Restricted common shares (commonly referred to as “time-vested restricted common 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 restricted common 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 restricted common 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 over the “Measurement Period” compared to the total return to shareholders for real estate investment trusts included in the MSCI US REIT Index’s gross index (the “Index REITs”). The Measurement Period for the awards made on April 1, 2009 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 (or, in the case of an individual participant, death, disability or qualifying retirement). Similarly, the Measurement Period for the awards made on March 4, 2010 is the period that commenced on January 1, 2010 and that ends on the earlier of December 31, 2012 or the date of a change in control (or, in the case of an individual participant, death, disability or qualifying retirement). Our total return to shareholders for the Measurement Period will be compared to the total return to shareholders for 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 total return to shareholders 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, 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. For example, assume that our total return to shareholders places us at the 40th percentile. We would then multiply 40% by two 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 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 and 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 multiplied by two.

Share Option Awards. Each option awarded on April 1, 2009 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 common shares. Options to purchase our common shares are valued using a Black Scholes model. The options issued to our executives in April 2009 had a grant date fair value of $.07 per option. 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 approximately seven years.

Summary of April 1, 2009 Share Option Awards
						Incentive Stock				Non-Qualified
Executive		# 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

Like the options awarded on April 1, 2009, options awarded on March 4, 2010 vest ratably over three years and have a ten-year term. These 2010 options have a per share exercise price of $11.31 (equal to the closing price of our common shares on March 4, 2010). Based on a Black Scholes model, the 2010 options had a grant date fair value of $2.92 per share. The assumptions used in the Black Scholes model to determine this fair value were: a risk free interest rate of 3.03%, a long-term average dividend yield of 6.53%, a volatility rate of 46.89% and a weighted average option term of approximately seven years.

Summary of March 4, 2010 Share Option Awards
						Incentive Stock				Non-Qualified
Executive		# of Options(1)				Options				Options
Gerard H. Sweeney			239,726				8,841				230,885
Howard M. Sipzner			67,243				8,841				58,402
Brad A. Molotsky			58,219				8,841				49,378
Robert K. Wiberg			39,241				8,841				30,400
H. Jeffrey DeVuono			39,241				8,841				30,400

Deferred Compensation Plan

We offer a deferred compensation plan that enables our executives to defer a portion of their base salaries, annual incentive awards 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 incentive award 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 generally to all our salaried employees, including our employee share purchase plan and our Section 401(k) plan, which for 2009 provided a dollar-for-dollar company matching contribution of 15% of the first 6% of compensation contributed to the plan utilizing earnings not in excess of an amount established by the Internal Revenue Service ($16,500 in 2009). Given the economic downturn in late 2008 and early 2009, we reduced the match to 15% of the first 6% of eligible compensation effective March 1, 2009. On January 1, 2010, the company match was changed to 30% of the first 10% of eligible compensation contributed to the plan. 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.

Post-Termination Benefits

We provide post-employment benefits to our executive officers that vary based on the executive and the circumstances of the executive’s termination. See “Employment and Other Agreements” and “Potential Payments on Termination or Change-in-Control.”

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.

Additional Compensation Information

Role of the President and Chief Executive Officer in Compensation Decisions. Our President and 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 President and Chief Executive Officer, based on the Committee’s determination of how that compensation will comport with objectives of our compensation policies. While our President and Chief Executive Officer, our Executive Vice President and General Counsel and our Vice President of Human Resources typically attend Committee meetings, these executives 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 coordination with our release of earnings or other material non-public information. Historically, our Compensation Committee has approved annual incentive awards 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. We do not time the release of material information to affect the value of executive compensation.

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. Our 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. Each of our executive officers and non-employee Trustees is in compliance with the share ownership requirements. If an officer were not to meet the requirements, the officer would be restricted from selling any Common Shares (or share equivalents) that have been or are thereafter awarded to him or her under any of our equity compensation programs until such officer met the requirements, except as required by law or upon the approval of the Board or the Compensation Committee or (except as to himself) the President and Chief Executive Officer.

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.

Compensation and Risks. We believe that our compensation policies and practices support achievement of competitive performance without unnecessary and excessive risk taking. Our annual incentive awards and equity-based long-term incentive awards are based on a variety of indicators of performance, thus diversifying the risk associated with any single indicator of performance. See “Performance Goals Considered in Annual Incentive Awards.” In addition, vesting periods for our equity compensation awards and three-year performance periods in our annual awards of performance units, as well as our share ownership requirements, encourage our executives to focus on sustained share price appreciation. Furthermore, compliance and ethical behavior are integral factors considered in all performance assessments.

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 FASB ASC Topic 718, 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 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, we have awarded a portion of 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.

Compensation Committee Report

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, 2009 and in our proxy statement for our 2010 annual meeting of shareholders.

	•		Charles P. Pizzi (Chair)
	•		Walter D’Alessio
	•		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:

	•		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.
	•		Approval of the salaries and annual incentive awards 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.
	•		Administration of our equity incentive plans, including authorizing restricted common shares and other equity-based awards under these plans.
	•		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.
	•		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 common shares, 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 assist it in evaluating our executive compensation practices. See “— Overview” above. Towers Perrin also provides the Committee with information relating to trustee and director compensation. The Committee’s instructions to Towers Perrin include 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) for assistance in the design of long-term incentive programs and valuation of equity and equity-based awards under the programs. Towers Perrin does not provide other services to us or any of our affiliates.

Compensation Tables and Related Information

Compensation Tables and Related Information

The following tables and footnotes set forth information, for the three most recent fiscal years, concerning compensation awarded to, earned by or paid to: (i) our President and Chief Executive Officer, (ii) our Executive Vice President and Chief Financial Officer and (iii) each of our three other most highly compensated executive officers in 2009 who were serving as executive officers at December 31, 2009 (our “named executive officers”).

Summary Compensation Table
																						Non-Equity
																						Incentive Plan
Name and														Share				Option				Compensation				All Other
Principal Position		Year				Salary (1)				Bonus (2)				Awards (3)				Awards (4)				(2)				Compensation				Total
Gerard H. Sweeney			2009			$	600,000			$	210,000			$	660,561			$	21,654			$	840,000			$	100,161	(5)		$	2,432,376
President and Chief			2008			$	600,000			$	480,000			$	626,212			$	787,800				—			$	236,086	(5)		$	2,730,098
Executive Officer			2007			$	570,250				—			$	2,300,018				—				—			$	249,254	(5)		$	3,119,522
Howard M. Sipzner			2009			$	402,069			$	78,540			$	185,290			$	5,360			$	314,160			$	40,640	(6)		$	1,026,059
Executive Vice			2008			$	404,469			$	355,000			$	272,004			$	78,000				—			$	50,390	(6)		$	1,159,863
President, Chief			2007			$	369,130			$	350,000			$	852,009				—				—			$	38,948	(6)		$	1,610,087
Financial Officer
Brad A. Molotsky			2009			$	335,636			$	54,400			$	156,893			$	4,546			$	217,600			$	25,004	(7)		$	794,079
Senior Vice President,			2008			$	331,433			$	240,000			$	230,691			$	66,154				—			$	50,814	(7)		$	919,092
General Counsel and			2007			$	320,583			$	220,000			$	350,035				—				—			$	82,150	(7)		$	972,768
Secretary
Robert K. Wiberg			2009			$	275,000			$	41,250			$	108,129			$	3,164			$	165,000			$	17,722	(8)		$	610,265
Executive Vice			2008			$	274,167			$	180,000			$	160,550			$	46,038				—			$	45,520	(8)		$	706,275
President and Senior			2007			$	266,667			$	160,000			$	350,035				—				—			$	37,130	(8)		$	813,832
Managing Director
H. Jeffrey DeVuono			2009			$	275,000			$	41,250			$	108,129			$	2,893			$	165,000			$	16,753	(9)		$	609,025
Executive Vice			2008			$	270,833			$	178,000			$	146,815			$	42,100				—			$	29,317	(9)		$	667,065
President and Senior			2007			$	246,400			$	170,000			$	200,020				—				—			$	27,134	(9)		$	643,543
Managing Director

Grants of Plan-Based Awards
																																				All Other
																																				Option
																																All Other				Awards:
																																Share				Number of				Exercise or				Grant Date
								Estimated Future Payouts												Estimated Possible Payouts												Awards:				Securities				Base Price of				Fair Value of
								Under Non-Equity Incentive												Under Equity Incentive												Number of				Underlying				Option				Share and
		Grant		Grant				Plan Awards ($)(1)												Plan Awards (#)(2)												Shares				Options				Awards				Option
Name		Type		Date				Threshold				Target				Maximum				Threshold				Target				Maximum				(#)(3)				(#)				($/Sh)				Awards (4)
Gerard H. Sweeney		Annual						$	0			$	960,000			$	1,440,000
		Performance			4/1/09																73,660				147,321				294,642															$	331,472
		Options			4/1/09																																309,337			$	2.91			$	21,654
		Restricted			4/1/09																												113,089											$	329,089
Howard M. Sipzner		Annual						$	0			$	314,160			$	471,240
		Performance			4/1/09																20,662				41,324				82,648															$	92,979
		Options			4//109																																76,569			$	2.91			$	5,360
		Restricted			4/1/09																												31,772											$	92,311
Brad A. Molotsky		Annual						$	0			$	217,600			$	326,400
		Performance			4/1/09																17,495				34,991				69,982															$	78,730
		Options			4/1/09																																64,939			$	2.91			$	4,546
		Restricted			4/1/09																												26,860											$	78,163
Robert K. Wiberg		Annual						$	0			$	165,000			$	247,500
		Performance			4/1/09																12,057				24,115				48,230															$	54,259
		Options			4/1/09																																45,195			$	2.91			$	3,164
		Restricted			4/1/09																												18,512											$	53,870
H. Jeffrey DeVuono		Annual						$	0			$	165,000			$	247,500
		Performance			4/1/09																12,057				24,115				48,230															$	54,259
		Options			4/1/09																																41,328			$	2.91			$	2,893
		Restricted			4/1/09																												18,512											$	53,870

Outstanding Equity Awards at Fiscal Year-End
		Option Awards														Share Awards
																								Equity
																								Incentive Plan
																								Awards:
																								Market or
		Number of				Number of																		Payout Value
		Securities				Securities										Number				Market				of Unearned
		Underlying				Underlying										of Shares				Value of				Shares or
		Unexercised				Unexercised				Option						That Have				Shares That				Other Rights
		Options				Options				Exercise				Option		Not				Have Not				That Have Not
		(#)				(#)				Price				Expiration		Vested				Vested				Vested
Name		Exercisable (1)				Unexercisable (1)				($)				Date		(#)(2)				($)				($)(3)
Gerard H. Sweeney			13,333				673,367			$	6.21			(4)			224,182			$	2,555,675			$	3,505,334
			33,334				309,337			$	14.31			(4)
			336,633							$	20.61			April 8, 2018
										$	2.91			April 1, 2019
Howard M. Sipzner			33,330				66,670			$	20.61			April 8, 2018			57,974			$	660,904			$	983,259
							76,569			$	2.91			April 1, 2019
Brad A. Molotsky			28,268				56,545			$	20.61			April 8, 2018			52,669			$	660,427			$	832,572
							64,939			$	2.91			April 1, 2019
Robert K. Wiberg			13,557				—			$	24.04			February 3, 2015			34,734			$	395,968			$	573,789
			19,673				39,351			$	20.61			April 8, 2018
							45,195			$	2.91			April 1, 2019
H. Jeffrey DeVuono			17,990				35,985			$	20.61			April 8, 2018			33,215			$	378,651			$	573,789
							41,328			$	2.91			April 1, 2019