SEC Filing | Brandywine Realty Trust

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Prepared and filed by St Ives Burrups

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

X	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


	For the quarterly period ended March 31, 2004
	or
	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


	For the transition period from ____________ to ___________

Commission file number 1-9106

Brandywine Realty Trust

(Exact name of registrant as specified in its charter)

Maryland			23-2413352

(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

401 Plymouth Road, Plymouth Meeting, Pennsylvania			19462

(Address of principal executive offices)			(Zip Code)

(610) 325-5600

(Registrant's telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months or for such shorter period that the registrant was required to file such reports and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes No

A total of 45,665,934 Common Shares of Beneficial Interest, par value $.01 per share, were outstanding as of May 10, 2004.

BRANDYWINE REALTY TRUST

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

		Page

Item 1.	Financial Statements (unaudited)

	Condensed Consolidated Balance Sheets as of March 31, 2004 and December 31, 2003	3

	Condensed Consolidated Statements of Operations for the three-month periods ended March 31, 2004 and March 31, 2003	4

	Condensed Consolidated Statements of Cash Flows for the three-month periods ended March 31, 2004 and March 31, 2003	5

	Notes to Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	25

Item 4.	Controls and Procedures	25

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	25

Item 2.	Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities	26

Item 6.	Exhibits and Reports on Form 8-K	26

	Signatures	27

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PART I – FINANCIAL INFORMATION

Item 1. – Financial Statements

BRANDYWINE REALTY TRUST
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share information)

		March 31, 2004			December 31, 2003

		(unaudited)
ASSETS
Real estate investments:
Operating properties	$	1,907,836		$	1,869,744
Accumulated depreciation		(286,682	)		(268,091	)

		1,621,154			1,601,653
Construction-in-progress		48,300			29,787
Land held for development		58,086			63,915

		1,727,540			1,695,355


Cash and cash equivalents		7,557			8,552
Escrowed cash		15,500			14,388
Accounts receivable, net		6,019			5,206
Accrued rent receivable, net		28,886			26,652
Marketable securities		377			12,052
Assets held for sale		—			5,317
Investment in unconsolidated Real Estate Ventures		13,282			15,853
Deferred costs, net		27,509			27,269
Other assets		40,915			45,132

Total assets	$	1,867,585		$	1,855,776

LIABILITIES AND BENEFICIARIES' EQUITY
Mortgage notes payable	$	452,049		$	462,659
Borrowings under Credit Facility		265,000			305,000
Unsecured term loan		100,000			100,000
Accounts payable and accrued expenses		24,658			30,290
Distributions payable		23,014			20,947
Tenant security deposits and deferred rents		17,940			16,123
Other liabilities		4,250			15,360
Liabilities related to assets held for sale		—			52

Total liabilities		886,911			950,431
Minority interest		36,526			134,357
Commitments and contingencies


Beneficiaries' equity:
Preferred Shares (shares authorized-10,000,000):
7.25% Series A Preferred Shares, $0.01 par value;
issued and outstanding-750,000
in 2004 and 2003		8			8
7.50% Series C Preferred Shares, $0.01 par value;
issued and outstanding-2,000,000
in 2004 and 2003		20			20
7.375% Series D Preferred Shares, $0.01 par value;
issued and outstanding-2,300,000 in 2004
and no shares issued and outstanding in 2003		23			—
Common Shares of Beneficial Interest, $0.01 par value;
shares authorized-100,000,000; issued and outstanding-
45,663,743 in 2004 and 41,040,710 in 2003		455			410
Additional paid-in capital		1,114,897			936,730
Share warrants		401			401
Cumulative earnings		321,753			309,343
Accumulated other comprehensive loss		(1,881	)		(2,158	)
Cumulative distributions		(491,528	)		(473,766	)

Total beneficiaries' equity		944,148			770,988

Total liabilities and beneficiaries' equity	$	1,867,585		$	1,855,776

The accompanying notes are an integral part of these condensed consolidated financial statements.

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BRANDYWINE REALTY TRUST
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited and in thousands, except per share information)

		Three-Month Periods Ended March 31,

		2004			2003

Revenue:
Rents	$	63,763		$	63,921
Tenant reimbursements		8,060			8,593
Other		2,037			2,727

Total revenue		73,860			75,241

Expenses:
Property operating expenses		22,333			21,335
Real estate taxes		6,948			6,560
Interest		12,104			15,306
Depreciation and amortization		15,906			14,698
Administrative expenses		3,489			3,514

Total operating expenses		60,780			61,413

Income from continuing operations before equity in income of unconsolidated
Real Estate Ventures, net gain on sales of interests in real estate and
minority interest		13,080			13,828
Equity in income of unconsolidated Real Estate Ventures		234			158

Income from continuing operations before gain on sale of interests
in real estate and minority interest		13,314			13,986
Gain on sale of interests in real estate		—			1,152
Minority interest attributable to continuing operations		(1,254	)		(2,315	)

Income from continuing operations		12,060			12,823
Discontinued operations:
Income from discontinued operations		201			588
Gains on disposition of discontinued operations		204			561
Minority interest		(15	)		(55	)

Income from discontinued operations		390			1,094

Net income		12,450			13,917
Income allocated to Preferred Shares		(2,018	)		(2,976	)
Preferred Unit redemption gain		4,500			—

Income allocated to Common Shares	$	14,932		$	10,941


Basic earnings per Common Share:
Continuing operations	$	0.33		$	0.27
Discontinued operations		0.01			0.03

	$	0.34		$	0.30


Diluted earnings per Common Share:
Continuing operations	$	0.33		$	0.27
Discontinued operations		0.01			0.03

	$	0.34		$	0.30

The accompanying notes are an integral part of these condensed consolidated financial statements.

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BRANDYWINE REALTY TRUST
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited and in thousands)

		Three-Month Period Ended March 31,

		2004			2003

Cash flows from operating activities:
Net income	$	12,450		$	13,917
Adjustments to reconcile net income to net cash from
operating activities:
Depreciation		13,987			13,388
Amortization:
Deferred financing costs		483			495
Deferred leasing costs		1,920			1,640
Deferred compensation costs		553			812
Straight-line rent		(1,925	)		(1,484	)
Provision for doubtful accounts		430			—
Net gain on sale of interests in real estate		(204	)		(1,713	)
Minority interest		1,269			—
Changes in assets and liabilities:
Accounts receivable		(959	)		(807	)
Other assets		6,982			2,496
Accounts payable and accrued expenses		(5,302	)		(3,570	)
Tenant security deposits and deferred rents		1,808			609
Other liabilities		1,576			(444	)

Net cash from operating activites		33,068			25,339

Cash flows from investing activities:
Dispositions of properties		2,012			3,247
Capital expenditures		(18,379	)		(7,123	)
Investment in unconsolidated Real Estate Ventures		(77	)		(75	)
Escrowed cash		(859	)		(1,155	)
Cash distributions from unconsolidated Real Estate Ventures
in excess of equity in income		261			6
Increase in cash due to consolidation of variable interest
entities		426			—
Leasing costs		(2,026	)		(1,501	)

Net cash from investing activities		(18,642	)		(6,601	)

Cash flows from financing activites:
Proceeds from notes payable, Credit Facility		130,000			—
Repayments of notes payable, Credit Facility		(170,000	)		(12,000	)
Repayments of mortgage notes payable		(37,204	)		(6,132	)
Debt financing costs		—			(48	)
Repayments on employee stock loans		1			—
Exercise of stock options		1,200			—
Proceeds from issuance of shares, net		175,377			—
Repurchases of Common Shares and minority interest units		(93,835	)		—
Distributions paid to shareholders		(18,513	)		(18,632	)
Distributions to minority interest holders		(2,447	)		(184	)

Net cash from financing activities		(15,421	)		(36,996	)

Decrease in cash and cash equivalents		(995	)		(18,258	)
Cash and cash equivalents at beginning of period		8,552			26,801

Cash and cash equivalents at end of period	$	7,557		$	8,543

The accompanying notes are an integral part of these condensed consolidated financial statements.

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BRANDYWINE REALTY TRUST

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2004

1. THE COMPANY

Brandywine Realty Trust (collectively with its subsidiaries, the “Company”) is a self-administered and self-managed real estate investment trust (a “REIT”) active in acquiring, developing, redeveloping, leasing and managing office and industrial properties. As of March 31, 2004, the Company’s portfolio included 207 office properties, 24 industrial properties and one mixed-use property (collectively, the “Properties”) that contained an aggregate of 15.7 million net rentable square feet. The Properties are located in the office and industrial markets in and surrounding Philadelphia, Pennsylvania, New Jersey and Richmond, Virginia. As of March 31, 2004, the Company also held ownership interests in ten real estate ventures (the “Real Estate Ventures”) formed with third parties to develop commercial properties.

The Company owns its assets and conducts its operations through Brandywine Operating Partnership, L.P. (the “Operating Partnership”). The Company is the sole general partner of the Operating Partnership and, as of March 31, 2004, was entitled to approximately 96.3% of the Operating Partnership’s distributions exclusive of distributions received by the Company on account of its preferred units in the Operating Partnership that mirror, and were issued in exchange for the proceeds from, the Company’s three outstanding series of preferred shares of beneficial interest. The Operating Partnership owns a 95% interest in Brandywine Realty Services Corporation (the “Management Company”), a taxable REIT subsidiary that, as of March 31, 2004, was performing management and leasing services for 41 properties owned by third-parties.

As of March 31, 2004, minority interest was comprised of Class A Units of limited partnership interest (“Class A Units”). The Operating Partnership issued these Units to persons that contributed assets to the Operating Partnership. The Operating Partnership is obligated to redeem each Class A Unit, at the request of the holder, for cash or one Common Share, at the option of the Company. Income allocated to minority interest includes the pro rata share of net income of the Operating Partnership allocated to the Class A Units held by third parties. As of March 31, 2004, 1,737,203 Class A Units were outstanding and held by third party investors. In addition, as of March 31, 2004, minority interest included the 5% interest in the Management Company that is owned by a partnership comprised of two Company executives and the interests of third parties in two of the Real Estate Ventures. As of December 31, 2003, minority interest also included Class B Units of Limited Partnership Interests which were redeemed by the Company in 2004.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation
The condensed consolidated financial statements have been prepared by the Company without audit except as to the balance sheet as of December 31, 2003, which has been prepared from audited data, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the included disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments (consisting solely of normal recurring matters) necessary to fairly present the financial position of the Company as of March 31, 2004, the results of its operations for the three-month period ended March 31, 2004 and 2003, and its cash flows for the three-month period ended March 31, 2004 and 2003 have been included. The results of operations for such interim periods are not necessarily indicative of the results for a full year. For further information, refer to the Company’s consolidated financial statements and footnotes included in the Annual Report on Form 10-K for the year ended December 31, 2003. Certain prior period amounts have been reclassified to conform with the current period presentation.

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Principles of Consolidation
The accompanying consolidated financial statements include all accounts of the Company, its majority-owned and/or controlled subsidiaries, which consist principally of the Operating Partnership as well as the Management Company (consolidated subsequent to January 1, 2001, see below). The portion of these entities not owned by the Company is presented as minority interest as of and during the periods consolidated. All intercompany accounts and transactions have been eliminated in consolidation.

See “Investments in Unconsolidated Real Estate Ventures” in Note 4 for the Company’s treatment of its interest in unconsolidated Real Estate Ventures. All significant intercompany accounts and transactions have been eliminated.

Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding revenue, impairment of long-lived assets, allowance for doubtful accounts and deferred costs.

Operating Properties
Operating properties are carried at historical cost less accumulated depreciation and impairment losses. The cost of operating properties reflects their purchase price or development cost. Costs incurred for the acquisition and renovation of an operating property are capitalized to the Company’s investment in that property. Ordinary repairs and maintenance are expensed as incurred; major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives. Fully-depreciated assets are removed from the accounts.

Depreciation and Amortization
The costs of buildings and improvements are depreciated using the straight-line method based on the following useful lives: buildings and improvements (five to 40 years) and tenant improvements (the shorter of the lease term or the life of the asset).

Construction in Progress
Project costs directly associated with the development and construction of a real estate project are capitalized as construction in progress. In addition, interest, real estate taxes and general and administrative expenses that are directly associated with the Company’s development activities are capitalized until completion of the building shell. Once the building shell of a real estate project is completed, the costs capitalized to construction in progress are transferred to land and buildings. The Company capitalized direct construction costs totaling $548,000 for the three-month period ended March 31, 2004, and $468,000 for the three-month period ended March 31, 2003. The Company capitalized interest totaling $396,000 for the three-month period ended March 31, 2004 and $343,000 for the three-month period ended March 31, 2003 related to development of certain Properties and land holdings.

Impairment of Long-Lived Assets
In accordance with Statement of Financial Accounting Standards No. 144 (“SFAS 144”), Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets, such as real estate investments and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The other assets and liabilities related to assets classified as held-for-sale are presented separately in the consolidated balance sheet.

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No impairment losses were recorded for the three-month period ended March 31, 2004.

Cash and cash equivalents
Cash and cash equivalents are highly-liquid investments with original maturities of three months or less. The Company maintains cash equivalents in financial institutions in excess of insured limits, but believes this risk is mitigated by only investing in or through major financial institutions.

Investments in Unconsolidated Real Estate Ventures
The Company currently accounts for its investments in unconsolidated Real Estate Ventures under the equity method of accounting as certain Real Estate Ventures are either not variable interest entities or the Company is not considered the primary beneficiary. These investments are recorded initially at cost, as Investments in Real Estate Ventures, and subsequently adjusted for equity in earnings and cash contributions and distributions.

On a periodic basis, management assesses whether there are any indicators that the value of the Company’s investments in unconsolidated Real Estate Ventures may be impaired. An investment is impaired only if the value of the investment, as estimated by management, is less than the carrying value of the investment. To the extent impairment has occurred, the loss is measured as the excess of the carrying amount of the investment over the value of the investment.

Deferred Costs
Costs incurred in connection with property leasing are capitalized as deferred leasing costs. Deferred leasing costs consist primarily of leasing commissions that are amortized on the straight-line method over the term of the respective lease. Lease terms generally range from one to 15 years. Management re-evaluates the deferred leasing costs for potential impairment as economic and market conditions change. Internal direct leasing costs deferred totaled $1.0 million for the three-month period ended March 31, 2004, and $951,000 for the three-month period ended March 31, 2003.

Costs incurred in obtaining long-term financing are amortized and charged to interest expense over the terms of the related debt agreements. This approach approximates the effective interest rate method.

Purchase Price Allocation
The Company allocates the purchase price of properties to net tangible and identified intangible assets acquired based on fair values. Above-market and below-market in-place lease values for acquired properties are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) the Company’s estimate of the fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancellable term of the lease. Capitalized above-market lease values are amortized as a reduction of rental income over the remaining non-cancellable terms of the respective leases. Capitalized below-market lease values amortized as an increase of rental income over the remaining non-cancellable terms of the respective leases, including any fixed-rate renewal periods.

The aggregate value of other intangibles acquired is measured based on the difference between (i) the property valued with in-place leases adjusted to market rental rates and (ii) the property valued as if it was vacant. The Company estimates the cost to execute leases with terms similar to the remaining lease terms of the in-place leases, include leasing commissions, legal and other related expenses. This intangible asset is amortized to expense over the remaining term of the respective leases. Company estimates of value are made using methods similar to those used by independent appraisers. Factors considered by the Company in their analysis include an estimate of the carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases. The Company also considers information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities in estimating the fair value of the tangible and intangible assets acquired. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods, which primarily range from three to twelve months.

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The total amount of these other intangible assets is further allocated to tenant relationships and in-place leases based on the Company’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with the respective tenant. Characteristics considered by the Company in allocating value to its tenant relationships include the nature and extent of the Company’s business relationship with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals, among other factors. The value of tenant relationship intangibles is amortized over the remaining initial lease term and renewals, but in no event longer than the remaining depreciable life of the building. The value of in-place leases is amortized over the remaining non-cancellable term of the respective leases and any fixed-rate renewal periods.

In the event that a tenant terminates its lease, the unamortized portion of each intangible, including market rate adjustments, lease origination costs, in-place lease values and tenant relationship values, would be charged to expense.

Revenue Recognition
Rental revenue is recognized on the straight-line basis from the later of the date of the origination of the lease or the date of acquisition of the facility subject to existing leases. The straight-line basis averages minimum rents over the terms of the leases. The cumulative difference between lease revenue recognized under this method and contractual lease payment terms is recorded as “accrued rent receivable” on the accompanying balance sheets. The straight-line rent adjustment increased revenue by approximately $1.9 million for the three-month period ended March 31, 2004 and approximately $1.5 million for the three-month period ended March 31, 2003. Tenant receivables and accrued rent receivables are carried net of the allowances for doubtful accounts of $4.2 million as of March 31, 2004 and $4.0 million as of December 31, 2003. The allowance is based on management’s evaluation of the collectability of receivables, taking into account tenant specific considerations as well as the overall tenant credit portfolio. The leases also typically provide for tenant reimbursement of common area maintenance and other operating expenses. Deferred rental revenue represents rental revenue received from tenants prior to their due dates.

Stock-Based Compensation Plans
In December 2002, the Financial Accounting Standards Board issued SFAS 148 (“SFAS 148”), Accounting for Stock-Based Compensation – Transition and Disclosure. SFAS 148 amends SFAS 123 (“SFAS 123”), Accounting for Stock-Based Compensation, to provide alternative methods of transition for an entity that voluntarily adopts the fair value recognition method of recording stock option expense. SFAS 148 also amends the disclosure provisions of SFAS 123 and APB Opinion No. 28, Interim Financial Reporting, to require disclosure in the summary of significant accounting policies of the effects of an entity’s accounting policy with respect to stock options on reported net income and earnings per share in annual and interim financial statements. The Company adopted SFAS 148 on a prospective basis for all grants subsequent to January 1, 2002.

Prior to 2002, the Company accounted for stock options issued under the recognition and measurement provisions of APB Opinion No. 25, Accounting for Stock Issued to Employees and Related Interpretations. The following table illustrates the effect on net income and earnings per share if the fair value based method had been applied to all outstanding and unvested awards in each period (in thousands, except per share amounts):

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		Three-month period ended March 31,

		2004			2003

Net income available to Common Shares, as reported	$	4,932		$	10,572
Add: Stock based compensation expense included in reported net income		553			683

Deduct: Total stock based compensation expense determined under
fair value recognition method for all awards		(665	)		(796	)

Pro forma net income available to Common Shares	$	14,820		$	10,459

Earnings per Common Share
Basic – as reported	$	0.34		$	0.30

Basic – pro forma	$	0.34		$	0.30


Diluted – as reported	$	0.34		$	0.30

Diluted – pro forma	$	0.33		$	0.30

Accounting for Derivative Instruments and Hedging Activities
The Company accounts for its derivative instruments and hedging activities under SFAS No. 133 (“SFAS 133”), Accounting for Derivative Instruments and Hedging Activities, and its corresponding amendments under SFAS No. 138, Accounting for Certain Derivative Instruments and Hedging Activities – An Amendment of SFAS 133. SFAS 133 requires the Company to measure every derivative instrument (including certain derivative instruments embedded in other contracts) at fair value and record them in the balance sheet as either an asset or liability. For derivatives designated as fair value hedges, the changes in fair value of both the derivative instrument and the hedged item are recorded in earnings. For derivatives designated as cash flow hedges, the effective portions of changes in the fair value of the derivative are reported in other comprehensive income. Changes in fair value of derivative instruments and ineffective portions of hedges are recognized in earnings in the current period. For the three-month period ended March 31, 2004, the Company was not party to any derivative contract designated as a fair value hedge.

The Company actively manages its ratio of fixed-to-floating rate debt. To manage its fixed and floating rate debt in a cost-effective manner, the Company, from time to time, enters into interest rate swap agreements as cash flow hedges, under which it agrees to exchange various combinations of fixed and/or variable interest rates based on agreed upon notional amounts.

Income Taxes
The Company has elected to be treated as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). In order to maintain its qualification as a REIT, among other things, the Company is required to distribute at least 90% of its REIT taxable income to its shareholders and meet certain tests regarding the nature of its income and assets. As a REIT, the Company is not subject to federal income tax with respect to that portion of its income which meets certain criteria and is distributed annually to the shareholders. Accordingly, no provision for federal income taxes is included in the accompanying consolidated financial statements. The Company plans to continue to operate so that it meets the requirements for taxation as a REIT. Many of these requirements, however, are highly technical and complex. If the Company were to fail to meet these requirements, the Company would be subject to federal income tax. The Company is subject to certain state and local taxes. Provision for such taxes has been included in general and administrative expenses in the Company’s consolidated statement of operations.

Recently Issued Accounting Standards
In January 2003, FASB issued FASB Interpretation No. 46, Consolidation of Variable Interest Entities (“FIN 46”), an interpretation of Accounting Research Bulletin (ARB) 51. FIN 46 provides guidance on identifying entities for which control is achieved through means other than through voting rights, variable interest entities (“VIE’s”), and how to determine when and which business enterprises should consolidate the VIE. The consolidation provisions of FIN 46 were effective immediately for variable interests in VIE’s created after January 31, 2003. In December 2003, FASB revised Interpretation FIN No. 46, which adopted several Financial Statement Positions (“FSP’s”) and provided transitional guidance for relationships with VIE’s that are special purpose entities (“SPEs”) versus non-SPE’s. The Company has no SPE’s. The Company implemented the revised guidance to previously existing non-SPE relationships as of March 31, 2004. In connection with the full adoption, the Company concluded that two previously unconsolidated Real Estate Ventures (Four Tower Bridge Associates and Six Tower Bridge Associates) are VIE’s and that the Company is the primary beneficiary. As a consequence, effective on March 31, 2004, these investments have been consolidated on the Company’s balance sheet, with the assets and liabilities of these two Real Estate Ventures reflected as part of the Company’s financial statements and the joint venture partner’s interest reflected as a minority interest. There was no cumulative effect gain or loss upon adoption.

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With respect to the Company’s remaining investments in unconsolidated Real Estate Ventures, the Company has concluded that these investments are not VIE’s or that the Company is not the primary beneficiary based on the terms the arrangements. Accordingly, the Company will continue to reflect these arrangements using the equity method. The terms of these arrangements are described in Note 4 and the Company’s maximum exposure to loss as a result of its involvement with such potential VIE is also described in Note 4.

3. ACQUISITIONS AND DISPOSITIONS OF REAL ESTATE INVESTMENTS

2004
During the three-month period ended March 31, 2004, the Company sold one office property containing 37,000 net rentable square feet and one industrial property containing 45,000 net rentable square feet for an aggregate of $6.1 million, realizing a net gain of $.2 million.

2003
During the first quarter of 2003, the company sold three units of one office property containing 28,000 net rentable square feet and one parcel of land containing 3.1 acres for an aggregate of $3.8 million, realizing a net gain of $1.7 million.

4. INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES

As of March 31, 2004, the Company had an aggregate investment of approximately $13.3 million in eight unconsolidated Real Estate Ventures (net of returns of investment). The Company formed these ventures with unaffiliated third parties to develop office properties or to acquire land in anticipation of possible development of office properties. Seven of the unconsolidated Real Estate Ventures own eight office buildings that contain an aggregate of approximately 1.6 million net rentable square feet and one unconsolidated Real Estate Venture developed a hotel property that contains 137 rooms.

The Company accounts for its non-controlling interests in its unconsolidated Real Estate Ventures using the equity method. Non-controlling ownership interests range from 6% to 50%, subject to specified priority allocations in certain of the Real Estate Ventures. The Company’s investments, initially recorded at cost, are subsequently adjusted for the Company’s net equity in the Real Estate Ventures’ income or loss and cash contributions and distributions.

The following is a summary of the financial position of the unconsolidated Real Estate Ventures as of March 31, 2004 and December 31, 2003 (in thousands):

		March 31, 2004		December 31, 2003


Net property	$	292,239	$	322,196
Other assets		33,301		29,982
Liabilities		26,681		27,900
Debt		204,497		231,401
Equity		94,363		92,877
Company’s share of equity		13,282		15,853

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The following is a summary of results of operations of the unconsolidated Real Estate Ventures for the three-month periods ended March 31, 2004 and 2003 (in thousands):

		Three-month period ended March 31,

		2004		2003


Revenue	$	10,281	$	6,513
Operating expenses		4,515		4,198
Interest expense, net		2,898		1,750
Depreciation and amortization		2,190		1,212
Net (loss) income		678		(647	)
Company’s share of income		234		158

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The following is a summary of the financial position as of March 31, 2004 and the results of operations for the three-month period ended March 31, 2004 for each of the unconsolidated Real Estate Ventures:

		1000 Chesterbrook Boulevard Partnership		Two Tower Bridge Associates		Five Tower Bridge Associates		Eight Tower Bridge Associates			Tower Bridge Inn Associates			PJP Building Two, LC		PJP Building Five, LC		BDN/Macquire LLC		Total


Assets
Net Property	$	30,768	$	12,344	$	38,525	$	56,878		$	15,087		$	5,601	$	6,652	$	126,384	$	292,239
Other Assets		3,096		1,151		3,893		7,667			698			689		746		15,362		33,301

Total Assets	$	33,864	$	13,495	$	42,417	$	64,545		$	15,785		$	6,290	$	7,399	$	141,747	$	325,540


Liabilities and Equity
Other Liabilities	$	257	$	665	$	1,095	$	586		$	210		$	129	$	54	$	23,684	$	26,681
Debt		27,777		10,483		30,600		38,185			11,507			5,715		5,730		74,500		204,497

Total Liabilities		28,034		11,148		31,695		38,771			11,718			5,844		5,784		98,184		231,178

Equity		5,829		2,347		10,722		25,774			4,067			446		1,615		43,562		94,363

Total Liabilities and Equity	$	33,864	$	13,495	$	42,417	$	64,545		$	15,785		$	6,290	$	7,399	$	141,747	$	325,540



Revenues
Revenues	$	1,257	$	509	$	1,486	$	511		$	942		$	278	$	217	$	2,686	$	7,886
Tenant reimbursements and other		107		96		128		39			—			4		71		1,949		2,395

Total Revenue		1,364		606		1,614		551			942			282		288		4,635		10,281


Operating Expenses

Property Operating Expenses		278		172		457		404			593			101		110		1,618		3,733
Real Estate Taxes		52		41		98		60			36			14		15		466		782
Depreciation and Amortization		224		92		501		392			178			44		52		707		2,190
Interest		640		144		521		355			248			91		41		859		2,898
Administrative Expenses		—		—		—		—			—			—		—		—		—

Total Operating Expenses		1,194		449		1,578		1,210			1,055			250		219		3,649		9,604

Net Income	$	170	$	157	$	36	$	(659	)	$	(113	)	$	32	$	70	$	985	$	678

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As of March 31, 2004, the aggregate maturities of non-recourse debt of unconsolidated Real Estate Ventures payable to third-parties was as follows (in thousands):

2004	$	1,059
2005		45,068
2006		1,349
2007		11,900
2008 and thereafter		145,121

	$	204,497

As of March 31, 2004, the Company had guaranteed repayment of approximately $1.2 million of loans for the unconsolidated Real Estate Ventures. The Company also provides customary environmental indemnities in connection with construction and permanent financing both for its own account and on behalf of the Real Estate Ventures.

5. INDEBTEDNESS

The Company utilizes credit facility borrowings for general business purposes, including the acquisition of properties and the repayment of other debt. The Company maintains a $500 million unsecured credit facility (the “Credit Facility”) that matures in June 2004. Borrowings under the Credit Facility bear interest at 30-day LIBOR (30-day LIBOR was 1.09% at March 31, 2004) plus 1.4% per annum, with the spread over LIBOR subject to reductions from .10% to .25% or increases of .25% based on the Company’s leverage. As of March 31, 2004, the Company had $265 million of borrowings and $10.7 million of letters of credit outstanding under the Credit Facility, leaving $224.3 million of unused availability.

The Company also maintains a $100 million term loan. The term loan is unsecured and matures on July 15, 2005, subject to two extensions of one year each upon payment of an extension fee and the absence of any defaults at the time of each extension. There are no scheduled principal payments prior to maturity. The term loan bears interest at a spread over the one, two, three or six month LIBOR that varies between 1.05% and 1.90% per annum (1.65% as of March 31, 2004), based on the Company’s leverage ratio. The average interest rate on the Company’s term loan was 2.76% per annum for the three-month period ended March 31, 2004.

As of March 31, 2004, the Company had $452.0 million of mortgage notes payable, secured by 89 of the Properties and certain land holdings. Fixed rate mortgages, totaling $427.3 million, require payments of principal and/or interest (or imputed interest) at rates ranging from 6.62% to 9.25% per annum and mature on dates from November 2004 through July 2027. Variable rate mortgages, totaling $24.7 million, require payments of principal and/or interest at rates ranging from 30-day LIBOR plus .76% to 1.75% per annum or 75% of prime (prime rate was 4.00% at March 31, 2004) and mature on dates from March 2007 through July 2027. The weighted-average interest rate on the Company’s mortgages was 7.33% per annum for the three-month period ended March 31, 2004 and 7.10% per annum for the three-month period ended March 31, 2003.

During the three-month period ended March 31, 2004 and 2003, the Company paid interest (net of capitalized interest) totaling $10.9 million in 2004 and $14.7 million in 2003.

6. RISK MANAGEMENT AND USE OF FINANCIAL INSTRUMENTS

Risk Management
In the normal course of its on-going business operations, the Company encounters economic risk. There are three main components of economic risk: interest rate risk, credit risk and market risk. The Company is subject to interest rate risk on its interest-bearing liabilities. Credit risk is the risk of inability or unwillingness of tenants to make contractually required payments. Market risk is the risk of declines in the value of properties due to changes in rental rates, occupancy levels, interest rates or other market factors affecting the valuation of properties held by the Company.

Use of Derivative Financial Instruments
The Company’s use of derivative instruments is limited to the utilization of interest rate agreements or other instruments to manage interest rate risk exposures and not for speculative purposes. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company’s operating and financial structure, as well as to hedge specific transactions. The counterparties to these arrangements are major financial institutions with which the Company and its affiliates may also have other financial relationships. The Company is potentially exposed to credit loss in the event of non-performance by these counterparties. However, because of the high credit ratings of the counterparties, the Company does not anticipate that any of the counterparties will fail to meet these obligations as they come due. The Company does not hedge credit or property value market risks.

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The Company formally assesses, both at inception of the hedge and on an on-going basis, whether each derivative is highly-effective in offsetting changes in cash flows of the hedged item. If management determines that a derivative is not highly-effective as a hedge or if a derivative ceases to be a highly-effective hedge, the Company will discontinue hedge accounting prospectively.

The following table summarizes the terms and fair values of the Company’s derivative financial instruments at March 31, 2004 (in thousands).

Hedge Product	Hedge Type		Notional Amount	Strike		Maturity		Fair Value

Cap	Cash flow	$	28,000	8.700	%	7/12/2004	$	—
Swap	Cash flow		100,000	4.230	%	6/29/2004		(988	)
Swap	Cash flow		50,000	4.215	%	6/29/2004		(491	)
Swap	Cash flow		25,000	4.215	%	6/29/2004		(246	)

							$	(1,725	)

The Company has entered into interest rate swap and rate cap agreements designated as cash flow hedges that are designed to reduce the impact of interest rate changes on its variable rate debt. At March 31, 2004, the Company had interest rate swap agreements for notional principal amounts aggregating $175 million. The swap agreements effectively fix the 30-day LIBOR interest rate on $100 million of Credit Facility borrowings at 4.230% per annum and on $75 million of Credit Facility borrowings at 4.215% per annum, in each case until June 2004. The weighted-average interest rate on borrowings under the Credit Facility, including the effect of cash flow hedges, was 4.64% per annum for the three-month period ended March 31, 2004 and 4.60% per annum for the three-month period ended March 31, 2003. The interest rate cap agreement effectively limits the interest rate on a mortgage with a notional value of $28 million at 8.7% per annum until July 2004. The notional amount at March 31, 2004 provides an indication of the extent of the Company’s involvement in these instruments at that time, but does not represent exposure to credit, interest rate or market risks.

As of March 31, 2004, the maximum length of time until which the Company was hedging its exposure to the variability in future cash flows was through June 2004. There was no gain or loss reclassified from accumulated other comprehensive loss into earnings during the three- month period ended March 31, 2004 as a result of the discontinuance of a cash flow hedge due to the probability of the original forecasted transaction not occurring.

Over time, the unrealized gains and losses held in Other Comprehensive Income (“OCI”) will be reclassified to earnings in the same period(s) in which the hedged items are recognized in earnings. The current balance held in OCI is expected to be reclassified to earnings over the lives of the current hedging instruments, or for realized losses on forecasted debt transactions, over the related term of the debt obligation, as applicable.

Concentration of Credit Risk
Concentrations of credit risk arise when a number of tenants related to the Company’s investments or rental operations are engaged in similar business activities, or are located in the same geographic region, or have similar economic features that would cause their inability to meet contractual obligations, including those to the Company, to be similarly affected. The Company regularly monitors its tenant base to assess potential concentrations of credit risk. Management believes the current credit risk portfolio is reasonably well diversified and does not contain any unusual concentration of credit risk. No tenant accounted for 5% or more of the Company’s rents during the three-month period ended March 31, 2004 and 2003. See Note 10 for geographic segment information.

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7. DISCONTINUED OPERATIONS

For the three-month period ended March 31, 2004 and 2003, income from discontinued operations relates to 55 properties containing 2.8 million net rentable square feet that the Company sold between January 1, 2002 and March 31, 2004. There were no properties designated as held-for-sale as of March 31, 2004.

The following table summarizes revenue and expense information for the 55 properties sold since January 1, 2002 (in thousands):

		Three-month period ended March 31,

		2004			2003

Revenue:
Rents	$	110		$	1,704
Tenant reimbursements		166			190
Other		17			11

Total revenue		293			1,905

Expenses:
Property operating expenses		66			712
Real estate taxes		25			275
Depreciation and amortization		1			330

Total operating expenses		92			1,317

Income from discontinued operations before net gain on sale
of interests in real estate and minority interest		201			588
Net gain on sales of interest in real estate		204			561
Minority interest		(15	)		(55	)

Income from discontinued operations	$	390		$	1,094

Discontinued operations have not been segregated in the condensed consolidated statements of cash flows. Therefore, amounts for certain captions will not agree with respective data in the condensed consolidated statements of operations.

8. BENEFICIARIES EQUITY

On January 12, 2004, the Company sold 2,645,000 Common Shares in an underwritten public offering for net proceeds (net of transaction costs) of approximately $69.3 million.

In February 2004, the Operating Partnership redeemed all of its outstanding Series B Preferred Units (the “Series B Preferred Units”) for an aggregate price of $93.0 million, together with accrued but unpaid distributions from January 1, 2004. The Series B Preferred Units had an aggregate stated value of $97.5 million and accrued distributions at 7.25% per annum. The Company recorded a gain of $4.5 million related to the redemption.

On February 27, 2004, the Company sold 2,300,000 7.375% Series D Cumulative Redeemable Preferred Shares, each with a liquidation preference of $25.00 per share in an underwritten public offering for net proceeds (net of transaction costs) of $55.5 million.

On March 3, 2004, the Company sold 1,840,000 Common Shares in an underwritten public offering for net proceeds (net of transaction costs) of $50.7 million.

On March 25, 2004, the Company declared a distribution of $0.44 per Common Share, totaling $20.2 million, which was paid on April 15, 2004 to shareholders of record as of April 6, 2004. The Operating Partnership simultaneously declared a $0.44 per unit cash distribution to holders of Class A Units totaling $.8 million.

On March 25, 2004, the Company declared distributions to holders of its Series A Preferred Shares, Series C Preferred Shares and Series D Preferred Shares, which are currently entitled to a cumulative preferential return of 7.25%, 7.50% and 7.375%, respectively. Distributions paid on April 15, 2004 to holders of Series A Preferred Shares, Series C Preferred Shares and Series D Preferred Shares totaled $.7 million, $.9 million and $.4 million, respectively.

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As of March 31, 2004, the Company’s only remaining convertible preferred shares outstanding were $37.5 million of its 7.25% Series A Cumulative Convertible Preferred Shares (the Series A Preferred Shares). Each Series A Preferred Share has a stated value of $50.00 and is convertible into Common Shares, at the option of the holder, at a conversion price of $28.00. The 7.25% distribution rate is subject to an increase if quarterly distributions paid to Common Share holders exceeds $0.51 per share. The Series A Preferred Shares are perpetual and each Series A Preferred Share may be redeemed, at the Company’s option, at its stated value.

9. COMPREHENSIVE INCOME

Comprehensive income represents net income, plus the results of certain non-shareholders’ equity changes not reflected in the Condensed Consolidated Statements of Operations. The components of comprehensive income are as follows (in thousands):

		Three-month period Ended March 31,

		2004			2003

Net income	$	12,450		$	13,917
Other comprehensive income (loss):
Reclassification adjustment for gains reclassified
into operations		(233	)		—
Reclassification adjustments for losses reclassified
into operations		1,378			1,255
Unrealized derivative loss on cash flow hedges		(76	)		(746	)
Unrealized gain (loss) on available-for-sale securities		(792	)		(32	)

Comprehensive income	$	12,727		$	14,394

10. SEGMENT INFORMATION

The Company currently manages its portfolio within three segments: (1) Pennsylvania, (2) New Jersey (including New York in 2003 periods) and (3) Virginia. Corporate is responsible for cash and investment management and certain other general support functions.

Segment information for the three-month period ended March 31, 2004 and 2003 is as follows (in thousands):

		Pennsylvania		New Jersey		Virginia		Corporate		Total

As of March 31, 2004:
Real estate investments, at cost
Operating properties	$	1,183,546	$	509,322	$	214,968	$	—	$	1,907,836
Construction-in-progress		42,243		5,001		1,056		—		48,300
Land held for development		35,199		13,969		8,918		—		58,086

As of December 31, 2003:
Real estate investments, at cost:
Operating properties	$	1,146,350	$	508,906	$	214,488	$	—	$	1,869,744
Construction-in-progress		25,162		4,043		582		—		29,787
Land held for development		38,723		15,352		9,840		—		63,915
Assets held for sale, at cost				3,649		1,668		—		5,317

For three months ended March 31, 2004:
Total revenue	$	43,100	$	23,636	$	6,662	$	462	$	73,860
Property operating expenses
and real estate taxes		16,992		9,548		2,741		—		29,281

Net operating income	$	26,108	$	14,088	$	3,921	$	462	$	44,579

For three months ended March 31, 2003:
Total revenue	$	45,662	$	22,253	$	6,833	$	493	$	75,241
Property operating expenses
and real estate taxes		16,538		8,785		2,572		—		27,895

Net operating income	$	29,124	$	13,468	$	4,261	$	493	$	47,346

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Net operating income is defined as total revenue less property operating expenses and real estate taxes. Below is a reconciliation of consolidated net operating income to consolidated income from continuing operations (in thousands):

		Three-month period ended March 31,

		2004		2003

Consolidated net operating income	$	44,579	$	47,346
Less:
Interest expense		12,104		15,306
Depreciation and amortization		15,906		14,698
Administrative expenses		3,489		3,514
Minority interest attributable to continuing
operations		1,254		2,315
Plus:
Equity in income of real estate ventures		234		158
Net gains on sales of interests in real estate		—		1,152

Consolidated income from continuing operations	$	12,060	$	12,823

11. EARNINGS PER COMMON SHARE

The following table details the number of shares and net income used to calculate basic and diluted earnings per share (in thousands, except share and per share amounts):

		Three-month period ended March 31,

		2004						2003

		Basic			Diluted			Basic			Diluted

Income from continuing operations	$	12,060		$	12,060		$	12,823		$	12,823
Income from discontinued operations		390			390			1,094			1,094
Preferred Share redemption gain		4,500			4,500			—			—
Income allocated to Preferred Shares		(2,018	)		(2,018	)		(2,976	)		(2,976	)

		14,932			14,932			10,941			10,941
Preferred Share discount amortization		—			—			(369	)		(369	)

Net income available to common shareholders	$	14,932		$	14,932		$	10,572		$	10,572

Weighted-average shares outstanding		44,036,842			44,036,842			35,300,142			35,300,142
Options and warrants		—			287,208			—			69,741

Total weighted-average shares outstanding		44,036,842			44,324,050			35,300,142			35,369,883


Earnings per Common Share:
Continuing operations	$	0.33		$	0.33		$	0.27		$	0.27
Discontinued operations		0.01			0.01			0.03			0.03

	$	0.34		$	0.34		$	0.30		$	0.30

Securities (including Series A Preferred Shares and Series B Preferred Shares of the Company, and Series B Preferred Units and Class A Units of the Operating Partnership) totaling 3,076,489 for the three-month period ended March 31, 2004 and 11,256,776 for the three-month period ended March 31, 2003 were excluded from the earnings per share computations above as their effect would have been antidilutive. All of the Series B Preferred Shares were redeemed, or were converted into Common Shares, in December 2003 and are no longer outstanding. All of the Series B Preferred Units were redeemed by the Operating Partnership in February 2004 and are no longer outstanding.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the financial statements and notes thereto appearing elsewhere herein. This Form 10-Q contains forward-looking statements for purposes of the Securities Act of 1933 and the Securities Exchange Act of 1934 and as such may involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from results, performance or achievements expressed or implied by such forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, there can be no assurance that these expectations will be realized. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events. Factors that could cause actual results to differ materially from management’s current expectations include, but are not limited to, changes in general economic conditions, changes in local real estate conditions (including changes in rental rates and the number of competing properties), changes in the economic conditions affecting industries in which the Company's principal tenants compete, the Company’s failure to lease unoccupied space in accordance with the Company’s projections, the failure of the Company to re-lease occupied space upon expiration of leases, the bankruptcy of major tenants, changes in prevailing interest rates, the unavailability of equity and debt financing, unanticipated costs associated with the acquisition and integration of the Company’s acquisitions, costs to complete and lease-up pending developments, increased costs for, or lack of availability of, adequate insurance, including for terrorist acts, demand for tenant services beyond those traditionally provided by landlords, potential liability under environmental or other laws, the existence of complex regulations relating to the Company’s status as a REIT and to the Company’s acquisition, disposition and development activities, the adverse consequences of the Company’s failure to qualify as a REIT and the other risks identified in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

OVERVIEW

The Company currently manages its portfolio within three segments: (1) Pennsylvania, (2) New Jersey and (3) Virginia. As of March 31, 2004, the Company’s portfolio consisted of 207 office properties, 24 industrial facilities and one mixed-use property that contain an aggregate of approximately 15.7 million net rentable square feet. As of March 31, 2004, the Company held ownership interests in ten Real Estate Ventures.

The Company receives income primarily from rental revenue (including tenant reimbursements) from the Properties and, to a lesser extent, from the management of properties owned by third parties and from investments in the Real Estate Ventures.

The Company’s financial performance is dependent upon the demand for office and other commercial space in its markets. Current economic conditions, including recessionary pressures and capital market volatility, have enhanced the challenges facing the Company.

In the current economic climate, the Company continues to seek revenue growth through an increase in occupancy of its portfolio (90.0% at March 31, 2004). However, with a downturn in general leasing activity, owners of commercial real estate, including the Company, are experiencing longer periods in which to lease unoccupied space and are incurring higher capital costs and leasing commissions to achieve targeted tenancies.

As the Company seeks to increase revenues, management also focuses on strategies to minimize operating risks, including (i) tenant rollover risk, (ii) tenant credit risk and (iii) development risk.

Tenant Rollover Risk:
The Company is subject to the risk that, upon expiration, leases may not be renewed, the space may not be relet, or the terms of renewal or reletting (including the cost of renovations) may be less favorable than the current lease terms. Leases totaling approximately 9.5% of the net rentable square feet of the Properties as of March 31, 2004 expire without penalty through the end of 2004. In addition, leases totaling approximately 16.8% of the net rentable square feet of the Properties as of March 31, 2004 are scheduled to expire without penalty in 2005. The Company maintains an active dialogue with its tenants in an effort to achieve a high level of lease renewals. The Company’s retention rate for leases that were scheduled to expire in the three-month period ended March 31, 2004 was 76.4%. If the Company is unable to renew leases for a substantial portion of the space under expiring leases, or promptly relet this space at anticipated rental rates, the Company’s cash flow could be adversely impacted.

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Tenant Credit Risk:
In the event of a tenant default, the Company may experience delays in enforcing its rights as a landlord and may incur substantial costs in protecting its investment. Management regularly evaluates its accounts receivable reserve policy in light of its tenant base and general and local economic conditions. The accounts receivable allowances were $4.2 million or 11.0% of total receivables (including accrued rent receivable) as of March 31, 2004 compared to $4.0 million or 11.2% of total receivables (including accrued rent receivable) as of December 31, 2003.

Development Risk:
As of March 31, 2004, the Company had in development four office properties and had in redevelopment three office properties. These seven properties aggregate 1.1 million square feet. The total cost of these projects is estimated to be $213.6 million of which $28.9 million had been incurred as of March 31, 2004. As of March 31, 2004, these projects were approximately 54% leased. One of these development properties is Cira Centre, a planned 28-story office tower to be located adjacent to Amtrak’s 30^th Street Station in the University City District of Philadelphia. The total cost of this project is estimated to be $177.6 million and the Company expects to complete the project in the fourth quarter of 2005. As of March 31, 2004, this project was approximately 62% leased. While the Company is actively marketing space at these projects to prospective tenants, management cannot provide assurance as to the timing or terms of any leases of such space. As of March 31, 2004, the Company owned approximately 410 acres of undeveloped land and held options to purchase approximately 61 additional acres. Risks associated with development include construction cost overruns, construction delays, insufficient occupancy rates and inability to obtain necessary zoning, land-use, building, occupancy and other required governmental approvals. If one or more of the Company’s assumptions regarding the successful efforts of development and leasing are incorrect, the resulting adjustments could impact earnings.

RECENT ACTIVITY

The Company sold or disposed of the following properties during the three-month period ended March 31, 2004:

Sale Date	Property/Portfolio Name	Location	# of Bldgs.	Rentable Square Feet		Sales/Disposition Price

						(in 000's)
Mar-04	2201 Dabney Road	Richmond, VA	1	45,000	$	2,100
Mar-04	1255 Broad Street	Bloomfield, NJ	1	37,478		3,960

	Total Properties Sold		2	82,478	$	6,060

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses the Company’s condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management bases its estimates and assumptions on historical experience and current economic conditions. On an on-going basis, management evaluates its estimates and assumptions including those related to revenue, impairment of long-lived assets, allowance for doubtful accounts, deferred costs, contingencies and litigation. Actual results may differ from those estimates and assumptions.

The Company’s Annual Report on Form 10-K for the year ended December 31, 2003 contains a discussion of the Company’s critical accounting policies. See also Note 2 in the Company’s unaudited condensed consolidated financial statements for the three-month period ended March 31, 2004 as set forth herein. Management discusses the Company’s critical accounting policies and estimates with the Company’s Audit Committee.

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RESULTS OF OPERATIONS

Comparison of the Three Months Ended March 31, 2004 and March 31, 2003

				Three-month period ended March 31,
										Dollar Change		Percent Change
				2004			2003			Dollar Change		Percent Change

				(amounts in thousands)
Revenue:
	Rents		$	63,763		$	63,921		$	(158	)	-0.2	%
	Tenant reimbursements			8,060			8,593			(533	)	-6.2	%
	Other			2,037			2,727			(690	)	-25.3	%

		Total revenue		73,860			75,241			(1,381	)	-1.8	%

Operating Expenses:
	Property operating expenses			22,333			21,335			998		4.7	%
	Real estate taxes			6,948			6,560			388		5.9	%
	Interest			12,104			15,306			(3,202	)	-20.9	%
	Depreciation and amortization			15,906			14,698			1,208		8.2	%
	Administrative expenses			3,489			3,514			(25	)	-0.7	%

		Total operating expenses		60,780			61,413			(633	)	-1.0	%


Income from continuing operations before equity in
	income of unconsolidated Real Estate Ventures,
	net gain on sales and minority interest			13,080			13,828			(748	)	-5.4	%
Equity in income of unconsolidated Real Estate Ventures				234			158			76		48.1	%

Income from continuing operations before net gain
	on sales and minority interest			13,314			13,986			(672	)	-4.8	%
Gain on sale of interests in real estate				—			1,152			(1,152	)	-100.0	%
Minority interest				(1,254	)		(2,315	)		1,061		45.8	%

Income from continuing operations				12,060			12,823			(763	)	-6.0	%
Income from discontinued operations (including gains on
	dispositions), net of minority interest			390			1,094			(704	)	-64.4	%

	Net income		$	12,450		$	13,917		$	(1,467	)	-10.5	%

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Of the 232 Properties owned by the Company as of March 31, 2004, a total of 222 Properties containing an aggregate of 14.9 million net rentable square feet (“Same Store Properties”) were owned for the entire three-month periods ended March 31, 2004 and 2003.

Revenue decreased to $73.9 million for the three-month period ended March 31, 2004 as compared to $75.2 million for the comparable period in 2003, primarily due to decreased other revenue in 2004. The straight-line rent adjustment, which reflects the difference between rents accrued in accordance with generally accepted accounting principles and rents billed, increased revenues over contract rents by $1.9 million for the three-month period ended March 31, 2004 and $1.5 million for the comparable period in 2003. Other revenue includes lease termination fees, leasing commissions, third-party management fees and interest income. Other revenue decreased to $2.0 million for the three-month period ended March 31, 2004 as compared to $2.7 million for the comparable period in 2003 primarily due to decreased bankruptcy settlement proceeds and termination fees received during 2004. Revenue for Same Store Properties increased to $68.5 million for the three months ended March 31, 2004 as compared to $68.1 million for the comparable period in 2003. This increase was the result of increased occupancy in 2004 as compared to 2003. Average occupancy for the Same Store Properties for the three months ended March 31, 2004 increased to 90.6% from 89.8% for the comparable period in 2003.

Property operating expenses increased to $22.3 million for the three-month period ended March 31, 2004 as compared to $21.3 million for the comparable period in 2003, primarily due to increased repairs and maintenance expense and bad debt provision in 2004 as compared to 2003. Property operating expenses for the Same Store Properties increased to $22.5 million for the three months ended March 31, 2004 as compared to $21.9 million for the comparable period in 2003 as a result of increased repairs and maintenance expense in 2004.

Real estate taxes increased to $6.9 million for the three-month period ended March 31, 2004 as compared to $6.6 million for the comparable period in 2003, primarily due to higher tax rates and property assessments. Real estate taxes for the Same Store Properties increased to $6.4 million for the three months ended March 31, 2004 as compared to $5.9 million for the comparable period in 2003 as a result of higher tax rates and property assessments in 2004.

Interest expense decreased to $12.1 million for the three-month period ended March 31, 2004 as compared to $15.3 million for the comparable period in 2003, primarily due to decreased average borrowings offset slightly by increased interest rates. Average outstanding debt balances for the three months ended March 31, 2004 were $842.4 million as compared to approximately $995.7 million for the comparable period in 2003. The Company’s weighted-average interest rate after giving effect to hedging activities on unsecured credit facility increased to 4.64% per annum for the three months ended March 31, 2004 from 4.60% per annum for the comparable period in 2003. The weighted-average interest rate on mortgage notes payable increased to 7.33% per annum for the three months ended March 31, 2004 from 7.10% per annum for the comparable period in 2003.

Depreciation expense increased to $13.6 million for the three-month period ended March 31, 2004 as compared to $13.1 million for the comparable period in 2003 primarily due to additional depreciation recorded from increased tenant improvements during 2004. Amortization expense, related to deferred leasing costs, increased to $2.3 million for the three-month period ended March 31, 2004 as compared to $1.6 million for the comparable period in 2003, primarily due to increased leasing activity.

Administrative expenses were $3.5 million for the three-month periods ended March 31, 2004 and 2003.

Equity in income of Real Estate Ventures was $.2 million for the three-month periods ended March 31, 2004 and 2003.

Minority interest from continuing operations represents the equity in income attributable to the portion of the Operating Partnership not owned by the Company. Minority interest decreased to $1.3 million for the three-month period ended March 31, 2004 as compared to $2.3 million for the comparable period in 2003 and the Company’s ownership in the Operating Partnership increased to 96.2% in 2004 compared to 95.2% in 2003. This change reflects the Company’s contribution to the Operating Partnership of proceeds from the Company’s issuances of Common Shares and Preferred Shares in 2003 and 2004 and the Operating Partnership’s redemption of its Series B Preferred Units in February 2004.

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Discontinued operations decreased to $.4 million for the three-month period ended March 31, 2004 as compared to $1.1 million for the comparable period in 2003 primarily due to the decreased net gain on sales of real estate investments of in 2004 as compared to 2003. During the three-month period ended March 31, 2004, the Company sold two properties containing 82,000 net rentable square feet for $6.1 million, realizing a gain of $.2 million. During the three-month period ended March 31, 2003, the Company sold three units of one office property containing 28,000 net rentable square feet for $2.6 million, realizing a gain of $.6 million

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

During the three-month period ended March 31, 2004, the Company generated $33.1 million in cash flow from operating activities. Other sources of cash flow for the three-month period consisted of: (i) $175.4 million in net proceeds from share issuances, (ii) $130.0 million of proceeds from draws on the Credit Facility, (iii) $2.0 million of proceeds from sales of properties, (iv) $1.2 million of proceeds from exercise of stock options and (v) $.7 million of cash distributions from Real Estate Ventures. During the three-month period ended March 31, 2004, cash out-flows consisted of: (i) $170.0 million of Credit Facility repayments, (ii) $93.8 million of repurchases of Series B Preferred Units and Class A Units, (iii) $37.2 million of mortgage note repayments, (iv) $21.0 million of distributions to shareholders and minority interest holders, (v) $18.4 million to fund development and capital expenditures, (vi) $2.0 million of leasing costs, (vii) $.9 million of escrowed cash and (vii) $.1 million of additional investment in Real Estate Ventures.

During the three-month period ended March 31, 2003, the Company generated $25.3 million in cash flow from operating activities. Other sources of cash flow for the three-month period consisted of $3.2 million of proceeds from sales of properties. During the three-month period ended March 31, 2003, cash out-flows consisted of: (i) $18.6 million of distributions to shareholders, (ii) $12.0 million of Credit Facility repayments, (iii) $7.1 million to fund development and capital expenditures, (iv) $6.1 million of mortgage note repayments, (v) $1.5 million of leasing costs, (vi) $1.2 million of escrowed cash, (vii) $.2 million of distributions to minority interest holders in excess of income allocated and (viii) $.1 million of additional investment in Real Estate Ventures.

Capitalization

As of March 31, 2004, the Company had approximately $817.0 million of debt outstanding, consisting of $265.0 million of borrowings under the Credit Facility, $100.0 million under the Term Loan and $452.0 million of mortgage notes payable. The mortgage notes payable consists of $427.3 million of fixed rate loans and $24.7 million of variable rate loans. Additionally, the Company has entered into interest rate swap agreements to fix the interest rate on $175 million of the Credit Facility through June 30, 2004. The mortgage loans mature between November 2004 and July 2027. As of March 31, 2004, the Company also had $10.7 million of letters of credit outstanding under the Credit Facility and $224.3 million of unused availability under the Credit Facility. For the three-month period ended March 31, 2004, the weighted-average interest rate under the Company’s Credit Facility and the related swap agreements was 4.64% per annum, the average interest rate for the Term Loan was 2.76% per annum and the weighted-average interest rate for borrowings under mortgage notes payable and the related cap agreements was 7.33% per annum.

The following table outlines the timing of payment requirements related to the Company’s commitments as of March 31, 2004:

		Payments by Period (in thousands)

		Total		2004		2005 – 2006		2007 – 2008		2009 and Beyond

Mortgage notes payable:
Fixed rate	$	427,275	$	8,946	$	25,674	$	41,321	$	351,334
Variable rate		24,774		131		407		552		23,684

		452,049		9,077		26,081		41,873		375,018

Revolving credit facility		265,000		265,000		—		—		—
Term loan		100,000		—		100,000		—		—
Other liabilities		1,350		602		748		—		—

	$	818,399	$	274,679	$	126,829	$	41,873	$	375,018

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The Company intends to refinance its mortgage notes payable as they become due primarily through the use of unsecured debt or equity. The Company expects to renegotiate its Credit Facility and Term Loan prior to maturity or extend their terms.

On January 12, 2004, the Company sold 2,645,000 Common Shares in an underwritten public offering for net proceeds (net of transaction costs) of approximately $69.3 million.

In February 2004, the Operating Partnership redeemed all of its outstanding Series B Preferred Units for an aggregate price of $93.0 million, together with accrued but unpaid distributions from January 1, 2004. The Series B Preferred Units had an aggregate stated value of $97.5 million and accrued distributions at 7.25% per annum. The Company recorded a gain of $4.5 million related to the redemption.

On March 3, 2004, the Company sold 1,840,000 Common Shares in an underwritten public offering for net proceeds (net of transaction costs) of $50.7 million.

As of March 31, 2004, the Company’s debt-to-market capitalization ratio was 35.4%. As a general policy, the Company intends, but is not obligated, to adhere to a policy of maintaining a debt-to-market capitalization ratio of no more than 50%.

The Company’s Board of Trustees approved a share repurchase program authorizing the Company to repurchase up to 4,000,000 of its outstanding Common Shares. Through March 31, 2004, the Company had repurchased 3.2 million of its Common Shares at an average price of $17.75 per share. Under the share repurchase program, the Company has the authority to repurchase an additional 762,000 shares. No Common Shares were repurchased during the three-month periods ended March 31, 2004 and 2003 under the share repurchase program. No time limit has been placed on the duration of the share repurchase program.

Short- and Long-Term Liquidity

The Company believes that its cash flow from operations is adequate to fund its short-term liquidity requirements. Cash flow from operations is generated primarily from rental revenues and operating expense reimbursements from tenants and management services income from providing services to third parties. The Company intends to use these funds to meet short-term liquidity needs, which are to fund operating expenses, debt service requirements, recurring capital expenditures, tenant allowances, leasing commissions and the minimum distributions required to maintain the Company’s REIT qualification under the Internal Revenue Code.

On March 25, 2004, the Company declared distributions to holders of Series A Preferred Shares, Series C Preferred Shares and Series D Preferred Shares, which are currently entitled to a preferential return of 7.25%, 7.50% and 7.375%, respectively. Distributions paid on April 15, 2004 to holders of Series A Preferred Shares, Series C Preferred Shares and Series D Preferred Shares totaled $.7 million, $.9 million and $.4 million, respectively.

The Company expects to meet its long-term liquidity requirements, such as for property acquisitions, development, investments in real estate ventures, scheduled debt maturities, major renovations, expansions and other significant capital improvements, through cash from operations, borrowings under its Credit Facility, other long-term secured and unsecured indebtedness, the issuance of equity securities and the proceeds from the disposition of selected assets.

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Inflation

A majority of the Company’s leases provide for separate escalations of real estate taxes and operating expenses either on a triple net basis or over a base amount. In addition, many of the office leases provide for fixed base rent increases. The Company believes that inflationary increases in expenses will be significantly offset by expense reimbursement and contractual rent increases.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market risk is the exposure to loss resulting from changes in interest rates, commodity prices and equity prices. In pursuing its business plan, the primary market risk to which the Company is exposed is interest rate risk. Changes in the general level of interest rates prevailing in the financial markets may affect the spread between the Company’s yield on invested assets and cost of funds and, in turn, the Company’s ability to make distributions or payments to its shareholders. While the Company has not experienced any significant credit losses, in the event of a significant rising interest rate environment and/or economic downturn, defaults could increase and result in losses to the Company which adversely affect its operating results and liquidity.

There have been no material changes in Quantitative and Qualitative disclosures in 2004 from the disclosures included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003. Reference is made to Item 7 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 and the caption “Liquidity and Capital Resources” under Item 2 of this Quarterly Report on Form 10-Q.

Item 4. Controls and Procedures

The Company’s Chief Executive Officer and its Chief Financial Officer, after evaluating the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this quarterly report, have concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in rules and forms of the Securities and Exchange Commission.

Part II. OTHER INFORMATION

Item 1. Legal Proceedings

Reference is made to Item 3 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 involving pending litigation in the State of New Jersey. On April 26, 2004, the Appellate Division affirmed the Chancery Division’s summary judgment ruling in our favor on all counts. Plaintiff has 20 days from April 26, 2004 to file a petition with the Supreme Court of New Jersey seeking certification for review of the Appellate Division’s decision. Whether the Supreme Court of New Jersey grants certification and allows plaintiff’s further appeal is discretionary, not automatic. As of May 7, 2004, no petition has been filed by plaintiff.

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Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

The following table summarizes the share repurchases during the three-month periods ended March 31, 2004:

	Issuer Purchases of Equity Securities
	Total Number of Shares Purchased (A)		Average Price Paid Per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs

2004:
January	42,165	$	26.77	—	762,000
February	—	$	—	—	762,000
March	—	$	—	—	762,000

Total	42,165	$	26.77	—	762,000

(A) Represent Common Shares cancelled by the Company upon vesting of restricted Common Shares
previously awarded to Company employees, in satisfaction of tax withholding obligations.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

10.1			Executive Deferred Compensation Plan
10.2			2004 Restricted Share Award to Gerard H. Sweeney
10.3			Form of 2004 Restricted Share Award to executive officers (other than the President and Chief Executive Officer)
10.4			Amended and Restated Agreement dated March 25, 2004 with Anthony A. Nichols, Sr.
31.1			Certification Pursuant to 13a-14 of the Securities Exchange Act of 1934
31.2			Certification Pursuant to 13a-14 of the Securities Exchange Act of 1934
32.1			Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2			Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K:

During the three months ended March 31, 2004 and through May 10, 2004, the Company filed or furnished the following:

(i)	Current Report on Form 8-K filed January 7, 2004 (reporting under Items 5 and 7).
(ii)	Current Report on Form 8-K filed February 3, 2004 (reporting under Items 5 and 7).
(iii)	Current Report on Form 8-K filed February 5, 2004 (reporting under Items 5 and 7).
(iv)	Current Report on Form 8-K furnished February 12, 2004 (reporting under Items 7 and 12).
(v)	Current Report on Form 8-K filed February 27, 2004 (reporting under Items 5 and 7).
(vi)	Current Report on Form 8-K furnished April 23, 2004 (reporting under Items 7 and 12).
(vii)	Current Report on Form 8-K furnished April 28, 2004 (reporting under Items 7 and 12).

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BRANDYWINE REALTY TRUST

SIGNATURES OF REGISTRANT

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BRANDYWINE REALTY TRUST

(Registrant)

	BRANDYWINE REALTY TRUST
	(Registrant)

Date: May 10, 2004	By: /s/ Gerard H. Sweeney

	Gerard H. Sweeney, President and Chief Executive Officer (Principal Executive Officer)



Date: May 10, 2004	By: /s/ Christopher P. Marr

	Christopher P. Marr, Senior Vice President and Chief Financial Officer (Principal Financial Officer)



Date: May 10, 2004	By: /s/ Timothy M. Martin

	Timothy M. Martin, Vice President-Finance and Chief Accounting Officer (Principal Accounting Officer)

Exhibit 10.1 BRANDYWINE REALTY TRUST EXECUTIVE DEFERRED COMPENSATION PLAN EFFECTIVE OCTOBER 1, 2000 AMENDED AND RESTATED EFFECTIVE MARCH 25, 2004

ARTICLE 1 PURPOSE In recognition of the services provided by certain key employees, the Board of Trustees of Brandywine Realty Trust previously adopted the Brandywine Realty Trust Executive Deferred Compensation Plan to make additional retirement benefits and increased financial security available on a tax-favored basis to those individuals. The Plan is hereby amended and restated, effective March 25, 2004. 2

ARTICLE 2 DEFINITIONS "Additional Company Contributions" are contributions credited to the Participant's Retirement Distribution Account by the Company pursuant to Section 4.6. "Affiliate" means: (a) any firm, partnership, or corporation that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with Brandywine Realty Trust; (b) any other organization similarly related to Brandywine Realty Trust that is designated as such by the Board; and (c) any other entity 50% or more of the economic interests in which are owned, directly or indirectly, by Brandywine Realty Trust. "Beneficiary" means the person or persons designated as such in accordance with Section 12.4. "Board" means the Board of Trustees of Brandywine Realty Trust. "Board Remuneration" means for any Trustee, for any Plan Year, the annual retainer and Board meeting fees; provided that committee fees and informal Board discussion fees shall not be "Board Remuneration;" provided further that such remuneration shall not be eligible for Matching Contributions, Profit Sharing Contributions, Supplemental Profit Sharing Contributions or Additional Company Contributions. "Change of Control" means: (a) the acquisition in one or more transactions by any "Person" (as the term person is used for purposes of Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of "Beneficial ownership" (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) or more of the combined voting power of Brandywine Realty Trust's then outstanding voting securities (the "Voting Securities"), provided that for purposes of this clause (a) Voting Securities acquired directly from Brandywine Realty Trust by any Person shall be excluded from the determination of such Person's Beneficial ownership of Voting Securities (but such Voting Securities shall be included in the calculation of the total number of Voting Securities then outstanding); or 3

(b) approval by shareholders of Brandywine Realty Trust of: (i) a merger, reorganization or consolidation involving Brandywine Realty Trust if the shareholders of Brandywine Realty Trust immediately before such merger, reorganization or consolidation do not or will not own directly or indirectly immediately following such merger, reorganization or consolidation, more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the company resulting from or surviving such merger, reorganization or consolidation in substantially the same proportion as their ownership of the Voting Securities outstanding immediately before such merger, reorganization or consolidation; (ii) a complete liquidation or dissolution of Brandywine Realty Trust; or (iii) an agreement for the sale or other disposition of all or substantially all of the assets of Brandywine Realty Trust; or (c) acceptance by shareholders of Brandywine Realty Trust of shares in a share exchange if the shareholders of Brandywine Realty Trust immediately before such share exchange do not or will not own directly or indirectly immediately following such share exchange more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the entity resulting from or surviving such share exchange in substantially the same proportion as their ownership of the Voting Securities outstanding immediately before such share exchange. "Code" means the Internal Revenue Code of 1986, as amended. "Committee" means the Brandywine Realty Trust Plan Committee, which shall consist of at least one person, the member(s) of which shall be designated from time to time by the President and Chief Executive Officer of Brandywine Realty Trust and which may include the President and Chief Executive Officer. "Company" means Brandywine Realty Trust and each such subsidiary, division or Affiliate identified in Appendix A as may from time to time participate in the Plan by or pursuant to authorization of the Board and the board of directors of such subsidiary, division or Affiliate. "Compensation" means, for any Eligible Employee, for any Plan Year, the Participant's total taxable income received from the Company with respect to such Plan Year, including, but not limited to, base earnings, regular bonuses, commissions and overtime, plus pre-tax contributions and elective contributions that are not includible in gross income under section 125, 402(a)(8) or 402(h) of the Code, and excluding income recognized in connection with stock-related options and payments, reimbursements and other expense allowances, fringe benefits (cash and noncash), moving expenses, deferred compensation and welfare benefits, as determined pursuant to guidelines established and revised by the Plan Administrator from time to time and communicated to Eligible Employees. 4

"Compensation Deferral" means that portion of Compensation or Board Remuneration as to which a Participant has made an annual election to defer receipt until the date specified under the In-Service Distribution Option, the Retirement Distribution Option, or the Deferred Board Remuneration Option, as applicable. "Compensation Limit" means the compensation limit of section 401(a)(17) of the Code, as in effect on the first day of the Plan Year. "Deferred Board Remuneration Account" means the Account maintained for a Participant to which Compensation Deferrals are credited pursuant to the Deferred Board Remuneration Option. "Deferred Board Remuneration Option" means the Distribution Option pursuant to which benefits are payable in accordance with Section 7.3. "Disability" means a disability of an Employee or Trustee which renders such Employee or Trustee unable to perform the full extent of his duties and responsibilities by reason of his illness or incapacity which would entitle that Employee or Trustee to receive Social Security Disability Income under the Social Security Act, as amended, and the regulations promulgated thereunder. "Disabled" means having a Disability. The determination of whether a Participant is Disabled shall be made by the Plan Administrator, whose determination shall be conclusive; provided that, (a) if a Participant is bound by the terms of an employment agreement between the Participant and the Employer, whether the Participant is "Disabled" for purposes of the Plan shall be determined in accordance with the procedures set forth in said employment agreement, if such procedures are therein provided; and (b) a Participant bound by such an employment agreement shall not be determined to be Disabled under the Plan any earlier than he would be determined to be disabled under his employment agreement. "Distribution Option" means the three distribution options which are available under the Plan, consisting of the Retirement Distribution Option, the In-Service Distribution Option, and the Deferred Board Remuneration Option. "Distribution Option Account(s)" means, with respect to a Participant, the Retirement Distribution Account, the In-Service Distribution Account and/or the Deferred Board Remuneration Account established on the books of account of the Company, pursuant to Section 5.1. "Distribution Option Period" means, in general, a period for which an Eligible Employee elects, in the Enrollment Agreement, the time and manner of payment of amounts credited to the Eligible Employee's In-Service Distribution Account for such period. The first Distribution Option Period with respect to: (a) deferrals of Compensation classified as base salary shall apply to base salary deferrals credited from October 1, 2000 to December 31, 2005; and (b) deferrals of Compensation credited as bonus shall apply to bonus deferrals credited from January 1, 2001 to December 31, 2006. Thereafter, a new Distribution Option Period will begin every five years. 5

"Earnings Crediting Options" means the deemed investment options selected by the Participant from time to time pursuant to which deemed earnings are credited to the Participant's Distribution Option Accounts. "Effective Date" means October 1, 2000. "Eligible Employee" means an Employee who is a member of a group of selected management and/or highly compensated Employees of the Company and who is designated by the Plan Administrator as eligible to participate in the Plan. "Employee" means any individual employed by the Company on a regular, full-time basis (in accordance with the personnel policies and practices of the Company), including citizens of the United States employed outside of their home country and resident aliens employed in the United States; provided, however, that to qualify as an "Employee" for purposes of the Plan, the individual must be a member of a group of "key management or other highly compensated employees" within the meaning of Sections 201, 301 and 401 of the Employee Retirement Income Security Act of 1974, as amended; provided further, that individuals who are not on an employee payroll of the Company or who have entered into an agreement with the Company which excludes them from participation in the Plan shall not be eligible to participate in the Plan. "Employer" means Brandywine Realty Trust and its Affiliates. "Employer Stock Fund" means a hypothetical investment fund consisting entirely of Shares. "Enrollment Agreement" means the authorization form which an Eligible Employee or Trustee files with the Plan Administrator to participate in the Plan. "Excess Bonus" means that portion of a Compensation Deferral as defined in Section 4.6. "In-Service Distribution Account" means the Account maintained for a Participant for each Distribution Option Period to which Compensation Deferrals are credited pursuant to the In-Service Distribution Option. "In-Service Distribution Option" means the Distribution Option pursuant to which benefits are payable in accordance with Section 7.2. "Matching Contributions" are contributions credited to the Participant's Retirement Distribution Account by the Company pursuant to Section 4.3. 6

"Participant" means an Eligible Employee or Trustee who has filed a completed and executed Enrollment Agreement with the Plan Administrator or its designee and is participating in the Plan in accordance with the provisions of Article 4. In the event of the death or incompetency of a Participant, the term shall mean his personal representative or guardian. An individual shall remain a Participant until that individual has received full distribution of any amount credited to the Participant's Distribution Option Account(s). "Plan" means the Brandywine Realty Trust Executive Deferred Compensation Plan, as amended from time to time. "Plan Administrator" means the Committee. "Plan Year" means the 12-month period beginning on each January 1 and ending on the following December 31; provided that the initial Plan Year shall commence on October 1, 2000 and end on December 31, 2000. "Profit Sharing Contributions" are contributions credited to the Participant's Retirement Distribution Account by the Company, based on a percentage, as determined each year by the Company, of the Participant's Compensation in excess of the Compensation Limit. To the extent that a contribution is not deemed to be a Profit Sharing Contribution, it will be considered Compensation classified as a bonus for purposes of the Plan. "Retirement" means the termination of the Participant's Service with the Employer (for reasons other than death) at or after age 55. "Retirement Distribution Account" means the Account maintained for a Participant to which Compensation Deferrals, Matching Contributions, Additional Company Contributions, Profit Sharing Contributions, and Supplemental Profit Sharing Contributions are credited pursuant to the Retirement Distribution Option. "Retirement Distribution Option" means the Distribution Option pursuant to which benefits are payable in accordance with Section 7.1. "Service" means the period of time during which an employment relationship exists between an Employee and the Company, including any period during which the Employee is on an approved leave of absence, whether paid or unpaid. "Service" also includes employment with an Affiliate if an Employee transfers directly between the Company and the Affiliate. "Share" means a common share of beneficial interest, $.01 par value per share, of Brandywine Realty Trust. "Supplemental Profit Sharing Contributions" are contributions credited to the Retirement Distribution Account of certain Participants by the Company pursuant to Section 4.5. 7

"Termination Date" means the date of termination of a Participant's Service with the Employer, determined without reference to any compensation continuing arrangement or severance benefit arrangement that may be applicable. "Trustee" means a member of the Board who receives remuneration payable for services as a member of the Board. 8

ARTICLE 3 ADMINISTRATION OF THE PLAN AND DISCRETION 3.1. The Committee, as Plan Administrator, shall have full power and authority to interpret the Plan, to prescribe, amend and rescind any rules, forms and procedures as it deems necessary or appropriate for the proper administration of the Plan and to make any other determinations and to take any other such actions as it deems necessary or advisable in carrying out its duties under the Plan. All action taken by the Plan Administrator arising out of, or in connection with, the administration of the Plan or any rules adopted thereunder, shall, in each case, lie within its sole discretion, and shall be final, conclusive and binding upon the Company, the Board, all Employees and Trustees, all Beneficiaries and all persons and entities having an interest therein. The Committee, may, however, delegate to any person or entity any of its powers or duties under the Plan. To the extent of any such delegation, the delegate shall become the Plan Administrator responsible for administration of the Plan, and references to the Plan Administrator shall apply instead to the delegate. Any action by the Committee assigning any of its responsibilities to specific persons who are all trustees, officers, or employees of the Company shall not constitute delegation of the Committee's responsibility but rather shall be treated as the manner in which the Committee has determined internally to discharge such responsibility. 3.2. The Plan Administrator shall serve without compensation for its services unless otherwise determined by the Board. All expenses of administering the Plan shall be paid by the Company. 3.3. The Company shall indemnify and hold harmless the Plan Administrator from any and all claims, losses, damages, expenses (including counsel fees) and liability (including any amounts paid in settlement of any claim or any other matter with the consent of the Board) arising from any act or omission of such member, except when the same is due to gross negligence or willful misconduct. 3.4. Any decisions, actions or interpretations to be made under the Plan by the Company, the Board or the Plan Administrator shall be made in its respective sole discretion, not as a fiduciary and need not be uniformly applied to similarly situated individuals and shall be final, binding and conclusive on all persons interested in the Plan. 9

ARTICLE 4 PARTICIPATION 4.1. Election to Participate. (a) Timing of Election to Participate. Any Eligible Employee or Trustee may enroll in the Plan effective as of the first day of a Plan Year by filing a completed and fully executed Enrollment Agreement with the Plan Administrator by a date set by the Plan Administrator. (i) Base Salary/Board Remuneration. With respect to the deferral of Compensation that is classified by the Company as base salary or the deferral of Board Remuneration, an executed Enrollment Agreement must be filed by December 31 of the Plan Year preceding the Plan Year in which such base salary or Board Remuneration is to be earned, or such earlier time as may be established by the Plan Administrator. (ii) Bonus. (A) With respect to the deferral of Compensation that is classified by the Company as bonus, an executed Enrollment Agreement must be filed by December 31 of the Plan Year preceding the Plan Year in which such bonus is earned, or such earlier time as may be established by the Plan Administrator. (B) The Board may, as a condition of a bonus award, require that it be deferred under the Plan and may prescribe vesting and investment provisions with respect to such award, and may establish separate deadlines by which Enrollment Agreements may be filed with respect to such an award. (iii) Initial Short Plan Years. (A) For the short Plan Year commencing on October 1, 2000, an executed Enrollment Agreement must be submitted by September 29, 2000 and shall be effective for (A) base salary earned in payroll periods on and after October 1, 2000 and (B) bonuses earned in 2000 and payable in January 2001, and bonuses earned in 2001 and payable in January 2002. (B) Trustees were not eligible to participate in the Plan until March 25, 2004. In order to participate for the remainder of the Plan Year that commenced on January 1, 2004, Trustees must submit an executed Enrollment Agreement by April 24, 2004. This Enrollment Agreement will be effective for Board Remuneration otherwise payable to a Trustee after April 24, 2004. (iv) Revocation of Election. Once each Plan Year, a Participant may cancel his deferral election with respect to all Compensation and Board Remuneration, other than Compensation that is classified by the Company as bonus, provided that such cancellation is communicated to the Company in writing and shall be effective for all base salary and Board Remuneration earned for the remainder of the Plan Year. Elections with respect to bonuses are irrevocable. 10

(b) Amount of Deferral. Pursuant to said Enrollment Agreement, the Eligible Employee or Trustee shall irrevocably elect the percentages by which (as a result of payroll deduction) an amount equal to any whole percentage of the Participant's Compensation or Board Remuneration will be deferred. Up to 85 percent of base salary, 100 percent of bonus and 100% of Board Remuneration may be deferred; provided however, that deferrals will be made after required non-deferrable payroll tax deductions and any deductions elected by the Participant (including, but not limited to, deductions for payment of health insurance premiums). The Plan Administrator may establish minimum amounts that may be deferred under this Section 4.1 and may change such standards from time to time. Any such limit shall be communicated by the Plan Administrator to the Participants prior to the commencement of a Plan Year. (c) Accounts to Which Amounts Credited. Pursuant to said Enrollment Agreement, the Eligible Employee shall elect the Distribution Option Accounts to which such amounts will be credited, and shall provide such other information as the Plan Administrator shall require. Board Remuneration will only be credited to the Deferred Board Remuneration Account. (d) Form of Distribution from Accounts. The first Enrollment Agreement filed by an Eligible Employee during any Distribution Option Period must also set forth the Participant's election as to the time and manner of distribution from the In-Service Distribution Account and of amounts credited for that Distribution Option Period. The first Enrollment Agreement filed by an Eligible Employee must set forth the time and manner of distribution with respect to amounts credited to the Retirement Distribution Account. The first Enrollment Agreement filed by a Trustee must set forth the manner of distribution with respect to amounts credited to the Deferred Board Remuneration Account. 4.2. Filing of Elections by New Eligible Employees and New Trustees. (a) New Eligible Employees. The Plan Administrator may, in its discretion, permit an Employee who first becomes an Eligible Employee after the beginning of a Plan Year to enroll in the Plan for that Plan Year by filing a completed and fully executed Enrollment Agreement, in accordance with Section 4.1, as soon as practicable following the date the Employee becomes an Eligible Employee but, in any event, not later than 30 days after such date. Notwithstanding the foregoing, however, any election by an Eligible Employee to defer Compensation pursuant to this section 4.2 shall apply only to such amounts as are earned by the Eligible Employee after the date on which such Enrollment Agreement is filed. (b) New Trustees. A Trustee whose election as a member of the Board first becomes effective in a Plan Year may enroll in the Plan for that Plan Year by filing a completed and fully executed Enrollment Agreement, in accordance with Section 4.1, as soon as practicable following the effective date of such Trustee's election but, in any event, not later than 30 days after the effective date of such election. Notwithstanding the foregoing, however, any election by a Trustee to defer Board Remuneration pursuant to this Section 4.2 shall apply only to such Board Remuneration earned by the Trustee after the date on which such Enrollment Agreement is filed. 11

4.3. Matching Contributions. The amount of Matching Contributions credited to a Participant's Retirement Distribution Account shall be equal to the matching contributions which would have been made on behalf of the Participant under the Brandywine Realty Trust 401(k) Profit Sharing Plan but for statutory limitations. Generally, the Matching Contribution shall be equal to the "matching percentage" (30%, as of the Effective Date) set forth in the Brandywine Realty Trust 401(k) Profit Sharing Plan, multiplied by a specified percentage (10%, as of the Effective Date) of the Participant's Compensation in excess of the Compensation Limit that is deferred under Section 4.1 or 4.2(a), as applicable. If: (a) the dollar amount of the matching contributions under the Brandywine Realty Trust 401(k) Profit Sharing Plan for the Plan Year was limited due to the application of the provisions of Section 401(m) of the Code; (b) the percentage of the Participant's Compensation that could be deferred under the Brandywine Realty Trust 401(k) Profit Sharing Plan was limited to an amount less than 10% (or such other percentage that may become effective after the Effective Date) because of other Code limitations; or (c) to the extent that a Participant's compensation for purposes of the Brandywine Realty Trust 401(k) Profit Sharing Plan is reduced to an amount that is below the Compensation Limit in any Plan Year by reason of deferrals made under this Plan (regardless of whether, prior to reduction, it was in excess of such limitation), an additional Matching Contribution shall be contributed under the Plan equal to the amount of matching contributions that would have been made to the Brandywine Realty Trust 401(k) Profit Sharing Plan but for such limitations, but only if and to the extent the Participant has deferred additional amounts of Compensation to the Plan at least equal to the amount that would have been required to have been deferred under the Brandywine Realty Trust 401(k) Profit Sharing Plan in order to support such additional matching contributions in the absence of such limitations. 4.4. Profit Sharing Contributions. The Company shall credit to each Participant's Retirement Distribution Account a Profit Sharing Contribution. Profit Sharing Contributions will be credited as frequently as determined by the Plan Administrator. 4.5. Supplemental Profit Sharing Contributions. To the extent that a Participant's compensation for purposes of the Brandywine Realty Trust 401(k) Profit Sharing Plan is reduced to an amount that is below the Compensation Limit in any Plan Year by reason of deferrals made under this Plan (regardless of whether, prior to reduction, it was in excess of such limitation), a Supplemental Profit Sharing Contribution will be credited to the Retirement Distribution Account of such Participant, at least annually, equal to the specified profit sharing percentage for the applicable Plan Year, multiplied by the excess, if any, of (a) the lesser of (i) the Participant's Compensation or (ii) the Compensation Limit over (b) the amount of the Participant's compensation that is taken into account under the Brandywine Realty Trust 401(k) Profit Sharing Plan. 12

4.6. Additional Company Contributions. (a) If, pursuant to Section 4.1 or 4.2, a Participant (other than a Participant who is a Trustee) elects to defer receipt of 25% of his annual bonus (if any) and deems that such deferral be invested in the Employer Stock Fund, then, with respect to any part of such bonus in excess of 25% that is deferred and invested in the Employer Stock Fund ("Excess Bonus"), an Additional Company Contribution equal to a specified percentage (15% as of the Effective Date) of the Excess Bonus shall be contributed to such Participant's Retirement Distribution Account and deemed invested in the Employer Stock Fund. (b) The Excess Bonus and associated Additional Company Contribution shall not be subject to Participant investment direction for two years from the date of crediting. If, prior to the expiration of two years from the date on which the Excess Bonus and Additional Company Contribution are credited, (1) the Participant directs that all or a portion of the Excess Bonus or the associated Additional Company Contribution be deemed invested in an Earnings Crediting Option other than the Employer Stock Fund or (2) the Participant receives a distribution pursuant to Article 10 or Article 11, any portion of which consists of all or a portion of such Excess Bonus or Additional Company Contribution, then the Participant shall forfeit all of such Additional Company Contribution; provided, with respect to a distribution pursuant to Article 11, that any forfeiture will take place prior to the determination of the Article 11 forfeiture penalty. 13

ARTICLE 5 DISTRIBUTION OPTION ACCOUNTS 5.1. Distribution Option Accounts. The Plan Administrator shall establish and maintain separate Distribution Option Accounts with respect to a Participant for each Distribution Option Period. A Participant's Distribution Option Accounts shall consist of the Retirement Distribution Account, one or more In-Service Distribution Accounts and/or a Deferred Board Remuneration Account, as applicable. The amount of Compensation and Board Remuneration deferred pursuant to Section 4.1 or Section 4.2 shall be credited by the Company to the Participant's Distribution Option Accounts, in accordance with the Distribution Option irrevocably elected by the Participant in the Enrollment Agreement, as soon as reasonably practicable following the close of the payroll period, bonus payment date, or, in the case of Trustees, the regularly scheduled payment date, for which the deferred Compensation or Board Remuneration would otherwise be payable, as determined by the Plan Administrator in its sole discretion. Any amount once taken into account as Compensation or Board Remuneration for purposes of this Plan shall not be taken into account thereafter. Matching Contributions, Additional Company Contributions, Profit Sharing Contributions, and Supplemental Profit Sharing Contributions, when credited, as determined by the Plan Administrator in its sole discretion, are credited only to the Retirement Distribution Account. The Participant's Distribution Option Accounts shall be reduced by the amount of payments made by the Company to the Participant or the Participant's Beneficiary pursuant to this Plan. 5.2. Earnings on Distribution Option Accounts. (a) General. A Participant's Distribution Option Accounts shall be credited with earnings in accordance with the Earnings Crediting Options elected by the Participant from time to time. Participants may allocate their Retirement Distribution Account, each of their In-Service Distribution Accounts and/or their Deferred Board Remuneration Account among the Earnings Crediting Options available under the Plan only in whole percentages of not less than five percent. (b) Investment Options. The deemed rate of return, positive or negative, credited under each Earnings Crediting Option is based upon the actual investment performance of (i) the Employer Stock Fund, (ii) the corresponding investment portfolios of the EQ Advisers Trust, open-end investment management companies under the Investment Company Act of 1940, as amended from time to time, or (iii) such other investment fund(s) as the Company may designate from time to time, and shall equal the total return of such investment fund net of asset based charges, including, without limitation, money management fees, fund expenses and mortality and expense risk insurance contract charges. The Company reserves the right, on a prospective basis, to add or delete Earnings Crediting Options. 5.3. Earnings Crediting Options. Notwithstanding that the rates of return credited to Participants' Distribution Option Accounts under the Earnings Crediting Options are based upon the actual performance of the investment options specified in Section 5.2, or such other investment funds as the Company may designate, the Company shall not be obligated to invest any Compensation or Board Remuneration deferred by Participants under this Plan, Matching Contributions, Additional Company Contributions, Profit Sharing Contributions, Supplemental Profit Sharing Contributions, or any other amounts, in such portfolios or in any other investment funds. 14

5.4. Changes in Earnings Crediting Options. A Participant may change the Earnings Crediting Options to which his Distribution Option Accounts are deemed to be allocated subject to such rules as may be determined by the Plan Administrator, provided that except as the Plan Administrator may otherwise determine in light of legal restrictions on changes, the frequency of permitted changes shall not be less than four times per Plan Year. Each such change may include (a) reallocation of the Participant's existing Accounts in whole percentages of not less than five percent, and/or (b) change in investment allocation of amounts to be credited to the Participant's Accounts in the future, as the Participant may elect. The effect of a Participant's change in Earnings Crediting Options shall be reflected in the Participant's Accounts as soon as reasonably practicable following the Plan Administrator's receipt of notice of such change, as determined by the Plan Administrator in its sole discretion. 5.5. Valuation of Accounts. Except as otherwise provided in Section 5.7, the value of a Participant's Distribution Option Accounts as of any date shall equal the amounts theretofore credited to such Accounts, including any earnings (positive or negative) deemed to be earned on such Accounts in accordance with Section 5.2 and Section 5.4 through the day preceding such date, less the amounts theretofore deducted from such Accounts. 5.6. Statement of Accounts. The Plan Administrator shall provide to each Participant, not less frequently than quarterly, a statement in such form as the Plan Administrator deems desirable for setting forth the balance standing to the credit of each Participant in each of his Distribution Option Accounts. 5.7. Distributions from Accounts. Any distribution made to or on behalf of a Participant from one or more of his Distribution Option Accounts in an amount which is less than the entire balance of any such Account shall be made pro rata from each of the Earnings Crediting Options to which such Account is then allocated. For purposes of any provision of the Plan relating to distribution of benefits to Participants or Beneficiaries, the value of a Participant's Distribution Option Accounts shall be determined as of a date as soon as reasonably practicable preceding the distribution date, as determined by the Plan Administrator in its sole discretion. In the case of any benefit payable in the form of a cash lump sum, the value of a Participant's Distribution Option Accounts, as determined pursuant to this Section 5.7, shall be distributed. In the case of any benefit payable in the form of annual installments, as of any payment date, the amount of each installment payment shall be determined as the quotient of (a) the value of the Participant's Distribution Option Account subject to distribution, as determined pursuant to this Section 5.7, divided by (b) the number of remaining annual installments immediately preceding the payment date. 15

ARTICLE 6 DISTRIBUTION OPTIONS 6.1. Election of Distribution Option. In the first completed and fully executed Enrollment Agreement filed with the Plan Administrator for each Distribution Option Period, a Participant shall elect the time and manner of payment in accordance with Section 4.1(d). Annually, the Participant shall allocate his or her deferrals between the Distribution Options in increments of ten percent; provided that, deferrals of Board Remuneration shall automatically be allocated to the Deferred Board Remuneration Account. 6.2. Retirement Distribution Option. Subject to Section 7.1, distribution of the Participant's Retirement Distribution Account, if any, shall commence upon (a) the Participant's Retirement or (b) the Participant's attainment of age 65, as elected by the Participant in the Enrollment Agreement pursuant to which such Retirement Distribution Account was established or otherwise as permitted under Section 7.1(a). 6.3. In-Service Distribution Option. Subject to Section 7.2, the Participant's In-Service Distribution Account for any Distribution Option Period shall be distributed commencing in the year elected by the Participant in the Enrollment Agreement pursuant to which such In-Service Distribution Account was established. Notwithstanding the foregoing, a Participant shall not be entitled to allocate any deferrals to an In-Service Distribution Account for the two Plan Years preceding the Plan Year which includes the date on which such Account is to be distributed and such additional deferrals shall instead be allocated to the Retirement Distribution Account. 6.4. Deferred Board Remuneration Option. Subject to Section 7.3, distribution of the Participant's Deferred Board Remuneration Account, if any, shall commence following the Participant's termination of service as a Trustee. 16

ARTICLE 7 BENEFITS TO PARTICIPANTS 7.1. Benefits Under the Retirement Distribution Option. Benefits under the Retirement Distribution Option shall be paid to a Participant as follows: (a) Benefits Upon Retirement. (i) General. In the case of a Participant whose Service with the Employer terminates on account of his Retirement, the Participant's Retirement Distribution Account shall be distributed in one of the following methods, as elected by the Participant in writing either in the Enrollment Agreement or in a separate election made in accordance with Section 7.1(b): (x) in a lump sum; (y) in annual installments over 5, 10, 15 or 20 years; or (z) by any other formula that is mathematically derived and is acceptable to the Plan Administrator. (ii) Payment of Lump Sums. Any lump-sum benefit payable in accordance with this paragraph shall be paid in, but not later than January 31 of, the Plan Year following the Plan Year in which the Participant's Retirement occurs, or, if later, attainment of age 65 as elected by the Participant in accordance with this Section 7.1 or Section 6.2. (iii) Payment of Annual Installments. Annual installment payments, if any, shall commence in, but not later than January 31 of, the Plan Year following the Plan Year in which the Participant's Retirement occurs, or, if later, as soon as reasonably practicable following the Participant's attainment of age 65, as elected by the Participant in accordance with this Section 7.1 or Section 6.2. (b) Changes in Forms of Distribution. A Participant may change the election regarding the manner of payment of the Participant's Retirement Distribution Account by filing a revised Enrollment Agreement by the earlier of (i) December 31 of the calendar year preceding the calendar year in which the Participant's distribution date falls or (ii) the date six months before such distribution date; provided that no election shall operate to accelerate either the first or last payment date of the Retirement Distribution Account. (c) Changes in Timing of Distribution. A Participant may change the election regarding the timing of the distribution to defer the date on which the distribution should commence by filing a revised Enrollment Agreement by the earlier of (i) December 31 of the calendar year preceding the calendar year in which the Participant's distribution otherwise would have commenced or (ii) the date six months before such previously elected commencement date. (d) Benefits Upon Termination of Employment. In the case of a Participant whose Service with the Employer terminates prior to the earliest date on which the Participant is eligible for Retirement, other than on account of becoming Disabled or by reason of death, the Participant's Retirement Distribution Account shall be distributed (i) in a lump sum in, but not later than February 28 of, the Plan Year following the Plan Year that includes the Participant's Termination Date, (ii) beginning as soon as reasonably practicable following the Participant's attainment of age 65, or (iii) beginning as soon as reasonably practicable following the Participant's attainment of age 55, all as irrevocably elected by the Participant in the Enrollment Agreement pursuant to which such Retirement Distribution Account was established; provided, however, that the Company may override Participant's election and cause a distribution under clause (i) notwithstanding any other election by the Participant. 17

(e) Forfeiture. If a Participant terminates Service, other than due to Retirement, Disability or death, prior to being credited with five (5) years of service, as determined pursuant to the terms of the Brandywine Realty Trust 401(k) Profit Sharing Plan, all or a portion of the Participant's Retirement Distribution Account attributable to Matching Contributions shall be forfeited, as follows: Termination Prior to Completion of Year Portion Forfeited ------------------ ----------------- 1 100% 2 80% 3 60% 4 40% 5 20% 7.2. Benefits Under the In-Service Distribution Option. Benefits under the In-Service Distribution Option shall be paid to a Participant as follows: (a) In-Service Distributions. In the case of a Participant who continues in Service with the Employer, the Participant's In-Service Distribution Account for any Distribution Option Period shall be paid to the Participant commencing in, but not later than January 31 of, the Plan Year irrevocably elected by the Participant in the Enrollment Agreement pursuant to which such In-Service Distribution Account was established, which may be no earlier than the third Plan Year following the end of the last Plan Year in the Distribution Option Period in which deferrals are to be credited to the In-Service Distribution Account for that Distribution Option Period, in one lump sum or in annual installments payable over 2, 3, 4, or 5 years. (i) Any lump-sum benefit payable in accordance with this paragraph shall be paid in, but not later than January 31 of, the Plan Year elected by the Participant in accordance with Section 6.3. (ii) Annual installment payments, if any, shall commence in, but not later than January 31 of, the Plan Year elected by the Participant in accordance with Section 6.3. (b) Benefits Upon Termination of Employment. In the case of a Participant whose Service with the Employer terminates prior to the date on which the Participant's In-Service Distribution Account would otherwise be distributed, other than on account of becoming Disabled or by reason of death, such In-Service Distribution Account shall be distributed (i) in a lump sum in, but not later than February 28, of the year following the Participant's Termination Date, (ii) in annual installments commencing on the date such In-Service Distribution Account would otherwise have been distributed, or (iii) in a lump sum on the date such In-Service Distribution Account would otherwise have been distributed, all as irrevocably elected by the Participant in the Enrollment Agreement pursuant to which such In-Service Distribution Account was established; provided, however, that the Company may override a Participant's election and cause a distribution under clause (i) notwithstanding any other election by the Participant. 18

7.3. Benefits Under the Deferred Board Remuneration Option. Benefits under the Deferred Board Remuneration Option shall be paid to a Participant following his termination of service as a Trustee. The Deferred Board Remuneration Account shall be distributed in one of the following methods, as elected by the Participant in writing in the Enrollment Agreement: (x) in a lump sum; (y) in annual installments over 5, 10, 15 or 20 years; or (z) by any other formula that is mathematically derived and is acceptable to the Plan Administrator. Payments shall be made or commence in, but not later than January 31 of, the calendar year following the calendar year in which the Participant's service as a Trustee terminates, or the date that is 6 months plus one day after such Participant's termination of service as a Trustee, if later. A Participant may change the election regarding the manner of payment of the Participant's Deferred Board Remuneration Account by filing a revised Enrollment Agreement by the earlier of (i) December 31 of the calendar year preceding the calendar year in which the Participant's distribution date falls or (ii) the date six months before such distribution date; provided that no election shall operate to accelerate either the first or last payment date of the Deferred Board Remuneration Account. 19

ARTICLE 8 DISABILITY 8.1. In the event a Participant becomes Disabled, the Participant's right to make any further deferrals under this Plan shall terminate as of the date the Participant terminates due to Disability. The Participant's Distribution Option Accounts shall continue to be credited with earnings in accordance with Section 5.2 until such Accounts are fully distributed. For purposes of this Plan, a Disabled Participant will not be treated as having terminated Service. The Participant's Retirement Distribution Account, if any, shall be distributed to the Participant in accordance with Section 7.1(a), provided, however, that distribution of the Participant's Retirement Distribution Accounts, if any, shall commence not later than January 31 of the Plan Year immediately following the later of (a) the Plan Year in which the Participant first becomes eligible for Retirement, or (b) the Plan Year in which the Participant first terminated due to Disability. The Participant's In-Service Distribution Accounts, if any, will be distributed to the Participant in accordance with Section 7.2(a) without regard to the fact that the Participant became Disabled. The Participant's Deferred Board Remuneration Account , if any, shall be distributed in accordance with Section 7.3. 20

ARTICLE 9 SURVIVOR BENEFITS 9.1. Death of Participant Prior to the Commencement of Benefits. In the event of a Participant's death prior to the commencement of benefits in accordance with Article 7, benefits shall be paid to the Participant's Beneficiary, as determined under Section 12.4, pursuant to Sections 9.2, 9.3 or 9.4, whichever is applicable, in lieu of any benefits otherwise payable under the Plan to or on behalf of such Participant. 9.2. Survivor Benefits Under the Retirement Distribution Option. In the case of a Participant with respect to whom the Company has established a Retirement Distribution Account, and who dies prior to the commencement of benefits under such Retirement Distribution Account pursuant to Section 7.1, distribution of such Retirement Distribution Account shall be made in the manner and at such time as elected by the Participant in the Enrollment Agreement pursuant to which such Retirement Distribution Account was established or as may have been changed by the Participant. 9.3. Survivor Benefits Under the In-Service Distribution Option. In the case of a Participant with respect to whom the Company has established one or more In-Service Distribution Accounts, and who dies prior to the date on which such In-Service Distribution Accounts are to be paid pursuant to Section 7.2, distribution of such In-Service Distribution Accounts shall be made at such time and in such form as irrevocably elected by the Participant in the Enrollment Agreement pursuant to which such In-Service Distribution Accounts were established. 9.4. Survivor Benefits Under the Deferred Board Remuneration Option. In the case of a Participant with respect to whom the Company has established a Deferred Board Remuneration Account, and who dies prior to the commencement of benefits under such Deferred Board Remuneration Account pursuant to Section 7.3, distribution of such Deferred Board Remuneration Account shall be made in the manner elected by the Participant in the Enrollment Agreement pursuant to which such Deferred Board Remuneration Account was established or as may have been changed by the Participant. Payments shall be made or commence in, but not later than January 31 of, the calendar year following the calendar year in which the Participant dies, or the date that is 6 months plus one day after such Participant's death, if later. 9.5. Death of Participant After Benefits Have Commenced. In the event a Participant who dies after annual installment benefits payable under Sections 7.1, 7.2, and/or 7.3 from the Participant's Retirement Distribution Account, In-Service Distribution Account and/or Deferred Board Remuneration Account has commenced, but before the entire balance of such Accounts has been paid, any remaining annual installments shall continue to be paid to the Participant's Beneficiary, subject to Section 11.3, at such times and in such amounts as they would have been paid to the Participant had he survived. 21

ARTICLE 10 EMERGENCY BENEFIT 10.1. In the event that the Plan Administrator, upon written request of a Participant, determines, in its sole discretion, that the Participant has suffered an unforeseeable financial emergency, the Company shall pay to the Participant from his Distribution Option Account, as soon as practicable following such determination, an amount necessary to meet the emergency, after deduction of any and all taxes as may be required pursuant to Section 12.10 (the "Emergency Benefit"). For purposes of this Plan, an unforeseeable financial emergency is an unexpected need for cash arising from an illness, casualty loss, sudden financial reversal, or other such unforeseeable occurrence. Cash needs arising from foreseeable events such as the purchase of a house or education expenses for children shall not be considered to be the result of an unforeseeable financial emergency. Emergency Benefits shall be paid first from the Participant's In-Service Distribution Accounts, if any, to the extent the balance of one or more of such In-Service Distribution Accounts is sufficient to meet the emergency, in the order in which such Accounts would otherwise be distributed to the Participant. If the distribution exhausts the In-Service Distribution Accounts, the Retirement Distribution Account and Deferred Board Remuneration Account may be accessed. With respect to that portion of any Distribution Option Account which is distributed to a Participant as an Emergency Benefit in accordance with this Article 10, no further benefit shall be payable to the Participant under this Plan. Notwithstanding anything in this Plan to the contrary, a Participant who receives an Emergency Benefit in any Plan Year shall not be entitled to make any further deferrals for the remainder of such Plan Year. It is intended that the Plan Administrator's determination as to whether a Participant has suffered an "unforeseeable financial emergency" shall be made consistent with the requirements under section 457(d) of the Code. 22

ARTICLE 11 ACCELERATED DISTRIBUTION 11.1. Availability of Withdrawal Prior to Retirement. Upon the Participant's written election, the Participant may elect to withdraw all or a portion of the Participant's Distribution Option Account at any time prior to the time such Distribution Option Account otherwise becomes payable under the Plan, provided the conditions specified in Section 11.3, Section 11.4. and Section 11.5 are satisfied. 11.2. Acceleration of Periodic Distributions. Upon the Participant's written election, the Participant or Participant's Beneficiary who is receiving annual installment payments under the Plan may elect to have all or a percentage of the remaining annual installments distributed in the form of an immediately payable lump sum, provided the condition specified in Section 11.3 is satisfied. 11.3. Forfeiture Penalty. In the event of a withdrawal pursuant to Section 11.1, or an accelerated distribution pursuant to Section 11.2, the Participant shall forfeit from his Distribution Option Account from which the withdrawal is made an amount equal to 10% of the amount of the withdrawal or accelerated distribution, as the case may be. The forfeited amount shall be deducted from the applicable Distribution Option Account prior to giving effect to the withdrawal or acceleration. The Participant and the Participant's Beneficiary shall not have any right or claim to the forfeited amount and the Company shall have no obligation whatsoever to the Participant, the Participant's Beneficiary or any other person with regard to the forfeited amount. 11.4. Minimum Withdrawal. In no event shall the amount withdrawn in accordance with Section 11.1 be less than 25% of the amount credited to the Participant's Distribution Option Account immediately prior to the withdrawal. 11.5. Suspension from Deferrals. In the event of a withdrawal pursuant to Section 11.1, a Participant who is otherwise eligible to make deferrals under Article 4 shall be prohibited from making any deferrals with respect to the Plan Year immediately following the Plan Year during which the withdrawal was made, and any election previously made by the Participant with respect to deferrals for the Plan Year of the withdrawal shall be void and of no effect with respect to subsequent deferrals for such Plan Year. 23

ARTICLE 12 MISCELLANEOUS 12.1. Amendment and Termination. The Plan may be amended, suspended, discontinued or terminated at any time by the Plan Administrator; provided, however, that no such amendment, suspension, discontinuance or termination shall reduce or in any manner adversely affect the rights of any Participant with respect to benefits that are payable or may become payable under the Plan based upon the balance of the Participant's Accounts as of the effective date of such amendment, suspension, discontinuance or termination. 12.2. Change of Control. (a) Notwithstanding Section 12.1, in the event of a Change of Control, Brandywine Realty Trust, or its successor, shall have the discretion, with respect to amounts standing to the credit of Participants' Distribution Option Accounts, to modify and/or completely override Participants' elections regarding the timing and/or form of distribution from such Distribution Option Accounts, including providing for a complete or partial distribution of all amounts due such Participants in the form of immediate lump sum payments. (b) In the event of a Change of Control in which Shares are converted into cash or equity, amounts deemed invested in the Employer Stock Fund as of such Change of Control shall be deemed to be converted in the same manner as Shares; provided if holders of Shares are given a choice between forms of consideration, the amounts deemed invested in the Employer Stock Fund as of such Change of Control shall be deemed converted into that form of consideration chosen by the majority of the holders of Shares. 12.3. Claims Procedure. (a) Claim. A person who believes that he is being denied a benefit to which he is entitled under the Plan (hereinafter referred to as a "Claimant") may file a written request for such benefit with the Plan Administrator, setting forth the claim. (b) Claim Decision. Upon receipt of a claim, the Plan Administrator shall advise the Claimant within ninety (90) days of receipt of the claim whether the claim is denied. If special circumstances require more than ninety (90) days for processing, the Claimant will be notified in writing within ninety (90) days of filing the claim that the Plan Administrator requires up to an additional ninety (90) days to reply. The notice will explain what special circumstances make an extension necessary and indicate the date a final decision is expected to be made. If the Claimant does not receive a written denial notice or notice of an extension within ninety (90) days, the Claimant may consider the claim denied and may then request a review of denial of the claim, as described below. 24

If the claim is denied in whole or in part, the Claimant shall be provided a written opinion, using language calculated to be understood by the Claimant, setting forth: (i) The specific reason or reasons for such denial; (ii) The specific reference to pertinent provisions of this Plan on which such denial is based; (iii) A description of any additional material or information necessary for the Claimant to perfect his claim and an explanation why such material or such information is necessary; (iv) Appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; and (v) The time limits for requesting a review under subsection (c) and for review under subsection (d) hereof. (c) Request for Review. Within sixty (60) days after the receipt by the Claimant of the written opinion described above, the Claimant may request in writing that the Plan Administrator review its determination. The Claimant or his duly authorized representative may, but need not, review the pertinent documents and submit issues and comments in writing for consideration by the Plan Administrator. If the Claimant does not request a review of the initial determination within such sixty (60) day period, the Claimant shall be barred and estopped from challenging the determination. (d) Review of Decision. Within sixty (60) days after the Plan Administrator's receipt of a request for review, it will review the initial determination. After considering all materials presented by the Claimant, the Plan Administrator will render a written opinion, written in a manner calculated to be understood by the Claimant, setting forth the specific reasons for the decision and containing specific references to the pertinent provisions of this Agreement on which the decision is based. If special circumstances require that the sixty (60) day time period be extended, the Plan Administrator will so notify the Claimant and will render the decision as soon as possible, but no later than one hundred twenty (120) days after receipt of the request for review. 12.4. Designation of Benefit. Each Participant may designate a Beneficiary or Beneficiaries (which Beneficiary may be an entity other than a natural person) to receive any payments which may be made following the Participant's death. Such designation may be changed or canceled at any time without the consent of any such Beneficiary. Any such designation, change or cancellation must be made in a form approved by the Plan Administrator and shall not be effective until received by the Plan Administrator, or its designee. If no Beneficiary has been named, or the designated Beneficiary or Beneficiaries shall have predeceased the Participant, the Beneficiary shall be the Participant's estate. If a Participant designates more than one Beneficiary, the interests of such Beneficiaries shall be paid in equal shares, unless the Participant has specifically designated otherwise. 25

12.5. Limitation of Participant's Right. Nothing in this Plan shall be construed as conferring upon any Participant any right to continue in Service or to continue to serve as a Trustee, nor shall it interfere with the rights of the Company to terminate the employment of any Participant and/or to take any personnel action affecting any Participant without regard to the effect which such action may have upon such Participant as a recipient or prospective recipient of benefits under the Plan. Any amounts payable hereunder shall not be deemed salary or other compensation to a Participant for the purposes of computing benefits to which the Participant may be entitled under any other arrangement established by the Employer for the benefit of its employees. 12.6. No Limitation on Company Actions. Nothing contained in the Plan shall be construed to prevent the Company from taking any action which is deemed by it to be appropriate or in its best interest. No Participant, Beneficiary, or other person shall have any claim against the Company as a result of such action. 12.7. Obligations to Company. If a Participant becomes entitled to a distribution of benefits under the Plan, and if at such time the Participant has outstanding any debt, obligation, or other liability representing an amount owing to the Employer, then the Employer may offset such amount owed to it against the amount of benefits otherwise distributable. Such determination shall be made by the Plan Administrator. 12.8. Nonalienation of Benefits. Except as expressly provided herein, no Participant or Beneficiary shall have the power or right to transfer (otherwise than by will or the laws of descent and distribution), alienate, or otherwise encumber the Participant's or Beneficiary's interest under the Plan. The Company's obligations under this Plan are not assignable or transferable, except to (a) any corporation or partnership which acquires all or substantially all of the Company's assets or (b) any corporation or partnership into which the Company may be merged or consolidated. A Participant's or Beneficiary's interest under the Plan is not assignable or transferable pursuant to a domestic relations order. The provisions of the Plan shall inure to the benefit of each Participant and the Participant's Beneficiaries, heirs, executors, administrators or successors in interest. 12.9. Protective Provisions. Each Participant shall cooperate with the Company by furnishing any and all information requested by the Company in order to facilitate the payment of benefits hereunder, taking such physical examinations as the Company may deem necessary and taking such other relevant action as may be requested by the Company. If a Participant refuses to cooperate, the Company shall have no further obligation to the Participant under the Plan, other than payment to such Participant of the then current balance of the Participant's Distribution Option Accounts in accordance with his prior elections. 12.10. Taxes. The Company may make such provisions and take such action as it may deem appropriate for the withholding of any taxes which the Company is required by any law or regulation of any governmental authority, whether Federal, state or local, to withhold in connection with any benefits under the Plan, including, but not limited to, the withholding of appropriate sums from any amount otherwise payable to the Participant (or his Beneficiary). Each Participant, however, shall be responsible for the payment of all individual tax liabilities relating to any such benefits. 26

12.11. Unfunded Status of Plan. The Plan is an "unfunded" plan for tax and Employee Retirement Income Security Act purposes. This means that the value of a Participant's Distribution Option Accounts is based on the value assigned to a hypothetical bookkeeping account, which is invested in hypothetical shares of investments funds available under the Plan. As the nature of the investment fund which forms the "index" or "meter" for the valuation of the bookkeeping account changes, the valuation of the bookkeeping account changes as well. The amount owed to a Participant is based on the value assigned to the bookkeeping account. Brandywine Realty Trust may decide to use a "rabbi trust" to anticipate its potential Plan liabilities, and it may attempt to have Plan investments mirror the hypothetical investments deemed credited to the bookkeeping accounts. However, the liability to pay the benefits is Brandywine Realty Trusts', and the assets of the rabbi trust are potentially available to satisfy the claims of non-participant creditors of Brandywine Realty Trust. 12.12. Severability. If any provision of this Plan is held unenforceable, the remainder of the Plan shall continue in full force and effect without regard to such unenforceable provision and shall be applied as though the unenforceable provision were not contained in the Plan. 12.13. Governing Law. The Plan shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania, without reference to the principles of conflict of laws. 12.14. Headings. Headings are inserted in this Plan for convenience of reference only and are to be ignored in the construction of the provisions of the Plan. 12.15. Gender, Singular and Plural. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, or neuter, as the identity of the person or persons may require. As the context may require, the singular may read as the plural and the plural as the singular. 12.16. Notice. Any notice or filing required or permitted to be given to the Plan Administrator under the Plan shall be sufficient if in writing and hand delivered, or sent by registered or certified mail, to Brandywine Realty Trust, 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462, Attention: Chief Accounting Officer, or to such other entity as the Plan Administrator may designate from time to time. Such notice shall be deemed given as to the date of delivery, or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification. 27

APPENDIX A Participating Companies as of October 1, 2000: Brandywine Realty Services Corporation 28

Exhibit 10.2 BRANDYWINE REALTY TRUST RESTRICTED SHARE AWARD This is a Restricted Share Award dated as of March 11, 2004, from Brandywine Realty Trust, a Maryland real estate investment trust (the "Company") to Gerard H. Sweeney ("Grantee"). Terms used herein as defined terms and not defined herein have the meanings assigned to them in the Brandywine Realty Trust 1997 Long-Term Incentive Plan, as amended from time to time (the "Plan"). 1. Definitions. As used herein: (a) "Award" means the award of Restricted Shares hereby granted. (b) "Board" means the Board of Trustees of the Company, as constituted from time to time. (c) "Cause" means "Cause" as defined in the Employment Agreement or the Plan. (d) "Change of Control" means "Change of Control" as defined in the Plan. (e) "Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto. (f) "Committee" means the Committee appointed by the Board in accordance with Section 2 of the Plan, if one is appointed and in existence at the time of reference. If no Committee has been appointed pursuant to Section 2, or if such a Committee is not in existence at the time of reference, "Committee" means the Board. (g) "Date of Grant" means March 11, 2004, the date on which the Company awarded the Restricted Shares. (h) "Disability" means "Disability" as defined in the Plan. (i) "Employer" means the Company or the Subsidiary for which Grantee is performing services on the applicable Vesting Date. (j) "Employment Agreement" means the Amended and Restated Employment Agreement between Grantee and the Company, dated as of May 7, 2002, or any subsequent employment agreement between Grantee and the Company as in effect at the time of determination. (k) "Fair Market Value" means "Fair Market Value" as defined in the Plan.

(l) "Resignation for Good Reason" means "Resignation for Good Reason" as defined in the Employment Agreement. (m) "Restricted Period" means, with respect to each Restricted Share, the period beginning on the Date of Grant and ending on the applicable Vesting Date for such Restricted Share. (n) "Restricted Shares" means the 28,203 Shares which are subject to vesting and forfeiture in accordance with the terms of this Award. (o) "Rule 16b-3" means Rule 16b-3 promulgated under the 1934 Act, as in effect from time to time. (p) "Share" means a common share of beneficial interest, $.01 par value per share, of the Company, subject to substitution or adjustment as provided in Section 3(c) of the Plan. (q) "Subsidiary" means, with respect to the Company, a subsidiary company, whether now or hereafter existing, as defined in section 424(f) of the Code, and any other entity 50% or more of the economic interests in which are owned, directly or indirectly, by the Company. (r) "Vesting Date" means the date on which the restrictions imposed under Paragraph 3 on a Restricted Share lapse, as provided in Paragraph 4. 2. Grant of Restricted Shares. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to Grantee the Restricted Shares. Grantee shall pay to the Company $.01 per Restricted Share granted to him. 3. Restrictions on Restricted Share. Subject to the terms and conditions set forth herein and in the Plan, prior to the Vesting Date in respect of Restricted Shares, Grantee shall not be permitted to sell, transfer, pledge or assign such Restricted Shares except to a limited partnership in which Grantee is the sole general partner and which limited partnership agrees to hold such Restricted Shares subject to all of the restrictions contained herein, including the forfeiture provisions. Share certificates evidencing Restricted Shares shall be held in custody by the Company until the restrictions thereon have lapsed. Concurrently herewith, Grantee shall deliver to the Company a share power, endorsed in blank, relating to the Restricted Shares covered by the Award. During the Restricted Period, share certificates evidencing Restricted Shares shall bear a legend in substantially the following form: THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE BRANDYWINE REALTY TRUST 1997 LONG-TERM INCENTIVE PLAN, AS AMENDED, AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND BRANDYWINE REALTY TRUST. COPIES OF SUCH PLAN AND AGREEMENT ARE ON FILE IN THE PRINCIPAL OFFICES OF BRANDYWINE REALTY TRUST AND WILL BE MADE AVAILABLE TO ANY SHAREHOLDER WITHOUT CHARGE UPON REQUEST TO THE SECRETARY OF THE COMPANY. 2

4. Lapse of Restrictions for Restricted Shares. (a) Subject to the terms and conditions set forth herein and in the Plan, the restrictions set forth in Paragraph 3 on each Restricted Share that has not been forfeited as provided in Paragraph 5 shall lapse on the applicable Vesting Date in respect of such Restricted Share, provided that either (i) on the Vesting Date, Grantee is, and has from the Date of Grant continuously been, an employee of the Company or a Subsidiary during the Restricted Period, or (ii) Grantee's termination of employment before the Vesting Date occurred because of Grantee's death or Disability. (b) Subject to Paragraph 4(a), a Vesting Date for Restricted Shares subject to the Award shall occur in accordance with the following schedule: (i) One-fifth of the Restricted Shares will vest on January 1, 2005; (ii) An additional one-fifth of the Restricted Shares will vest on January 1, 2006; (iii) An additional one-fifth of the Restricted Shares will vest on January 1, 2007; (iv) An additional one-fifth of the Restricted Shares will vest on January 1, 2008; and (v) An additional one-fifth of the Restricted Shares will vest on January 1, 2009. (c) Notwithstanding Paragraph 4(b), a Vesting Date for all Restricted Shares shall occur upon the occurrence of any of the following events, and the Restricted Shares, to the extent not previously vested, shall thereupon vest in full: (i) A Change of Control, provided that (A) as of the date of the Change of Control, Grantee is, and has from the Date of Grant continuously been, an employee of the Company or a Subsidiary or (B) Grantee's termination of employment before the date of the Change of Control occurred because of Grantee's death or Disability; (ii) The purchase of any common share of beneficial interest of the Company pursuant to a tender or exchange offer other than an offer by the Company, provided that (A) as of the date of such purchase, Grantee is, and has from the Date of Grant, continuously been, an employee of Company or a Subsidiary or (B) Grantee's termination of employment before the date of such purchase occurred because of Grantee's death or Disability; 3

(iii) Termination of the Grantee's employment by the Employer without Cause; or (iv) The Grantee's resignation from the Employer if such resignation is a Resignation for Good Reason. 5. Forfeiture of Restricted Shares. (a) Subject to the terms and conditions set forth herein, if Grantee terminates employment with the Company and all Subsidiaries prior to the Vesting Date for a Restricted Share for reasons other than as described in Paragraph 4(c)(iii) or (iv) Grantee shall forfeit any such Restricted Share which has not vested as of such termination of employment, provided that Grantee shall not, on account of such termination, forfeit Restricted Shares which have not vested as of Grantee's termination of employment with the Employer because of death or Disability. Upon a forfeiture of the Restricted Shares as provided in this Paragraph 5, the Restricted Shares shall be deemed canceled. (b) The provisions of this Paragraph 5 shall not apply to Restricted Shares as to which the restrictions of Paragraph 3 have lapsed. 6. Rights of Grantee. During the Restricted Period, with respect to the Restricted Shares, Grantee shall have all of the rights of a shareholder of the Company, including the right to vote the Restricted Shares and the right to receive any distributions or dividends payable on Shares. 7. Notices. Any notice to the Company under this Award shall be made to: Brandywine Realty Trust 401 Plymouth Road Suite 500 Plymouth Meeting, PA 19462 Attention: Chief Financial Officer or such other address as may be provided to Grantee by written notice. Any notice to Grantee under this Award shall be made to Grantee at the address listed in the Company's personnel files. All notices under this Award shall be deemed to have been given when hand-delivered, telecopied or delivered by first class mail, postage prepaid, and shall be irrevocable once given. 8. Securities Laws. The Committee may from time to time impose any conditions on the Restricted Shares as it deems necessary or advisable to ensure that the Plan satisfies the conditions of Rule 16b-3, and that Shares are issued and resold in compliance with the Securities Act of 1933, as amended. 4

9. Delivery of Shares. Upon a Vesting Date, the Company shall notify Grantee (or Grantee's legal representatives, estate or heirs, in the event of Grantee's death before a Vesting Date) that the restrictions on the Restricted Shares have lapsed. Within ten (10) business days of a Vesting Date, the Company shall, without payment from Grantee for the Restricted Shares, deliver to Grantee a certificate for the Restricted Shares without any legend or restrictions, except for such restrictions as may be imposed by the Committee, in its sole judgment, under Paragraph 8, provided that no certificates for Shares will be delivered to Grantee until appropriate arrangements have been made with Employer for the withholding of any taxes which may be due with respect to such Shares. The Company is authorized to withhold from any cash remuneration then or thereafter payable to Grantee an amount sufficient to cover required tax withholdings and is further authorized to cancel a number of Shares for which the restrictions have lapsed having an aggregate Fair Market Value equal to the required tax withholdings. The Company may condition delivery of certificates for Shares upon the prior receipt from Grantee of any undertakings which it may determine are required to assure that the certificates are being issued in compliance with federal and state securities laws. The right to payment of any fractional Shares shall be satisfied in cash, measured by the product of the fractional amount times the fair market value of a Share on the Vesting Date, as determined by the Committee. 10. Award Not to Affect Employment. The Award granted hereunder shall not confer upon Grantee any right to continue in the employment of the Company or any Subsidiary. 11. Miscellaneous. (a) The address for Grantee to which notice, demands and other communications are to be given or delivered under or by reason of the provisions hereof shall be the Grantee's address as reflected in the Company's personnel records. (b) This Award and all questions relating to its validity, interpretation, performance and enforcement shall be governed by and construed in accordance with the laws of Pennsylvania. BRANDYWINE REALTY TRUST BY: ________________________________ TITLE:______________________________ 5

Exhibit 10.3 BRANDYWINE REALTY TRUST RESTRICTED SHARE AWARD This is a Restricted Share Award dated as of March 11, 2004, from Brandywine Realty Trust, a Maryland real estate investment trust (the "Company") to _________ ("Grantee"). Terms used herein as defined terms and not defined herein have the meanings assigned to them in the Brandywine Realty Trust 1997 Long-Term Incentive Plan, as amended from time to time (the "Plan"). 1. Definitions. As used herein: (a) "Award" means the award of Restricted Shares hereby granted. (b) "Board" means the Board of Trustees of the Company, as constituted from time to time. (c) "Cause" means "Cause" as defined in the Plan. (d) "Change of Control" means "Change of Control" as defined in the Plan. (e) "Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto. (f) "Committee" means the Committee appointed by the Board in accordance with Section 2 of the Plan, if one is appointed and in existence at the time of reference. If no Committee has been appointed pursuant to Section 2, or if such a Committee is not in existence at the time of reference, "Committee" means the Board. (g) "Date of Grant" means March 11, 2004, the date on which the Company awarded the Restricted Shares. (h) "Disability" means "Disability" as defined in the Plan. (i) "Employer" means the Company or the Subsidiary for which Grantee is performing services on the applicable Vesting Date. (j) "Fair Market Value" means "Fair Market Value" as defined in the Plan. (k) "Restricted Period" means, with respect to each Restricted Share, the period beginning on the Date of Grant and ending on the applicable Vesting Date for such Restricted Share. (l) "Restricted Shares" means the ____ Shares which are subject to vesting and forfeiture in accordance with the terms of this Award.

(m) "Rule 16b-3" means Rule 16b-3 promulgated under the 1934 Act, as in effect from time to time. (n) "Share" means a common share of beneficial interest, $.01 par value per share, of the Company, subject to substitution or adjustment as provided in Section 3(c) of the Plan. (o) "Subsidiary" means, with respect to the Company, a subsidiary company, whether now or hereafter existing, as defined in section 424(f) of the Code, and any other entity 50% or more of the economic interests in which are owned, directly or indirectly, by the Company. (p) "Vesting Date" means the date on which the restrictions imposed under Paragraph 3 on a Restricted Share lapse, as provided in Paragraph 4. 2. Grant of Restricted Shares. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to Grantee the Restricted Shares. Grantee shall pay to the Company $.01 per Restricted Share granted to him. 3. Restrictions on Restricted Share. Subject to the terms and conditions set forth herein and in the Plan, prior to the Vesting Date in respect of Restricted Shares, Grantee shall not be permitted to sell, transfer, pledge or assign such Restricted Shares. Share certificates evidencing Restricted Shares shall be held in custody by the Company until the restrictions thereon have lapsed. Concurrently herewith, Grantee shall deliver to the Company a share power, endorsed in blank, relating to the Restricted Shares covered by the Award. During the Restricted Period, share certificates evidencing Restricted Shares shall bear a legend in substantially the following form: THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE BRANDYWINE REALTY TRUST 1997 LONG-TERM INCENTIVE PLAN, AS AMENDED, AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND BRANDYWINE REALTY TRUST. COPIES OF SUCH PLAN AND AGREEMENT ARE ON FILE IN THE PRINCIPAL OFFICES OF BRANDYWINE REALTY TRUST AND WILL BE MADE AVAILABLE TO ANY SHAREHOLDER WITHOUT CHARGE UPON REQUEST TO THE SECRETARY OF THE COMPANY. 4. Lapse of Restrictions for Restricted Shares. (a) Subject to the terms and conditions set forth herein and in the Plan, the restrictions set forth in Paragraph 3 on each Restricted Share that has not been forfeited as provided in Paragraph 5 shall lapse on the applicable Vesting Date in respect of such Restricted Share, provided that either (i) on the Vesting Date, Grantee is, and has from the Date of Grant continuously been, an employee of the Company or a Subsidiary during the Restricted Period, or (ii) Grantee's termination of employment before the Vesting Date occurred because of Grantee's death or Disability. 2

(b) Subject to Paragraph 4(a), a Vesting Date for Restricted Shares subject to the Award shall occur in accordance with the following schedule: (i) One-fifth of the Restricted Shares will vest on January 1, 2005; (ii) An additional one-fifth of the Restricted Shares will vest on January 1, 2006; (iii) An additional one-fifth of the Restricted Shares will vest on January 1, 2007; (iv) An additional one-fifth of the Restricted Shares will vest on January 1, 2008; and (v) An additional one-fifth of the Restricted Shares will vest on January 1, 2009. (c) Notwithstanding Paragraph 4(b), a Vesting Date for all Restricted Shares shall occur upon the occurrence of a Change of Control, and the Restricted Shares, to the extent not previously vested, shall thereupon vest in full, provided that (i) as of the date of the Change of Control, Grantee is, and has from the Date of Grant continuously been, an employee of the Company or a Subsidiary or (ii) Grantee's termination of employment before the date of the Change of Control occurred because of Grantee's death or Disability. 5. Forfeiture of Restricted Shares. (a) Subject to the terms and conditions set forth herein, if Grantee terminates employment with the Company and all Subsidiaries prior to the Vesting Date for a Restricted Share for reasons other than death or Disability, Grantee shall forfeit any such Restricted Share which has not vested as of such termination of employment. Grantee shall not forfeit Restricted Shares which have not vested as of Grantee's termination of employment with the Employer because of death or Disability. Upon a forfeiture of the Restricted Shares as provided in this Paragraph 5, the Restricted Shares shall be deemed canceled. (b) The provisions of this Paragraph 5 shall not apply to Restricted Shares as to which the restrictions of Paragraph 3 have lapsed. 6. Rights of Grantee. During the Restricted Period, with respect to the Restricted Shares, Grantee shall have all of the rights of a shareholder of the Company, including the right to vote the Restricted Shares and the right to receive any distributions or dividends payable on Shares. 3

7. Notices. Any notice to the Company under this Award shall be made to: Brandywine Realty Trust 401 Plymouth Road Suite 500 Plymouth Meeting, PA 19462 Attention: Chief Financial Officer or such other address as may be provided to Grantee by written notice. Any notice to Grantee under this Award shall be made to Grantee at the address listed in the Company's personnel files. All notices under this Award shall be deemed to have been given when hand-delivered, telecopied or delivered by first class mail, postage prepaid, and shall be irrevocable once given. 8. Securities Laws. The Committee may from time to time impose any conditions on the Restricted Shares as it deems necessary or advisable to ensure that the Plan satisfies the conditions of Rule 16b-3, and that Shares are issued and resold in compliance with the Securities Act of 1933, as amended. 9. Delivery of Shares. Upon a Vesting Date, the Company shall notify Grantee (or Grantee's legal representatives, estate or heirs, in the event of Grantee's death before a Vesting Date) that the restrictions on the Restricted Shares have lapsed. Within ten (10) business days of a Vesting Date, the Company shall, without payment from Grantee for the Restricted Shares, deliver to Grantee a certificate for the Restricted Shares without any legend or restrictions, except for such restrictions as may be imposed by the Committee, in its sole judgment, under Paragraph 8, provided that no certificates for Shares will be delivered to Grantee until appropriate arrangements have been made with Employer for the withholding of any taxes which may be due with respect to such Shares. The Company is authorized to withhold from any cash remuneration then or thereafter payable to Grantee an amount sufficient to cover required tax withholdings and is further authorized to cancel a number of Shares for which the restrictions have lapsed having an aggregate Fair Market Value equal to the required tax withholdings. The Company may condition delivery of certificates for Shares upon the prior receipt from Grantee of any undertakings which it may determine are required to assure that the certificates are being issued in compliance with federal and state securities laws. The right to payment of any fractional Shares shall be satisfied in cash, measured by the product of the fractional amount times the fair market value of a Share on the Vesting Date, as determined by the Committee. 10. Award Not to Affect Employment. The Award granted hereunder shall not confer upon Grantee any right to continue in the employment of the Company or any Subsidiary. 11. Miscellaneous. (a) The address for Grantee to which notice, demands and other communications are to be given or delivered under or by reason of the provisions hereof shall be the Grantee's address as reflected in the Company's personnel records. 4

(b) This Award and all questions relating to its validity, interpretation, performance and enforcement shall be governed by and construed in accordance with the laws of Pennsylvania. BRANDYWINE REALTY TRUST BY: ________________________________ TITLE: President and Chief Executive Officer 5

EXHIBIT 10.4 AMENDED AND RESTATED AGREEMENT This Amended and Restated Agreement (this "Agreement") is effective as of March 25, 2004 (the "Effective Date") by and between Anthony A. Nichols, Sr. ("Nichols") and Brandywine Realty Trust, a Maryland real estate investment trust (the "Company"). WHEREAS, Nichols and the Company entered into an Agreement effective as of December 31, 2001 (the "2001 Agreement"); WHEREAS, Nichols and the Company desire to amend and restate in its entirety the 2001 Agreement as of the Effective Date; NOW, THEREFORE, in consideration of the mutual agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows: 1. Engagement. The Company hereby engages Nichols as an employee, and Nichols hereby accepts such engagement by the Company, for the period and upon the terms and conditions contained in this Agreement. 2. Duties. (a) During the Term (as defined below), Nichols shall be available to the Company's President and Chief Executive Officer and Board of Trustees (the "Board of Trustees") to provide consultation and advice for special research projects, business development initiatives and strategic planning as and to the extent requested by, and subject to the direction of, the President and Chief Executive Officer and Board of Trustees. In addition, during the Term, as and to the extent requested by and subject to the direction of, the President and Chief Executive Officer and Board of Trustees, Nichols shall represent the Company in regional business, community and charity functions. In the performance of his responsibilities for the Company and its Subsidiaries (as defined below), Nichols shall not have the authority to bind the Company or its Subsidiaries to agreements or arrangements and shall not execute documents in the name of the Company or its Subsidiaries. (b) Subject to applicable law, the Company agrees to use commercially reasonable efforts during the Term to cause Nichols to be nominated for election to the Board of Trustees at each annual meeting of shareholders of the Company during the Term. At the Effective Date, Nichols shall cease to hold the position of Chairman of the Board of Trustees and may thereafter be referred to as "Chairman Emeritus." Upon the request of a majority of the Trustees, Nichols shall serve as a member of the Executive Committee of the Board of Trustees subject, however, to the continuing authority of the Board of Trustees to terminate Nichols' membership on the Executive Committee. In his capacity as a Trustee, Nichols shall carry out his responsibilities in a manner consistent with applicable law.

(c) Nichols shall, upon the request and subject to the direction of the President and Chief Executive Officer, serve as a director or officer of, or perform such other duties and services as may be requested for and with respect to, any of the Company's Subsidiaries. Unless such compensation is also provided to other inside (employee) directors specifically on account of their service as directors, Nichols shall not be entitled to receive additional compensation on account of his services as a director or officer of any Subsidiary of the Company for which he is requested to serve as a director or officer. As used in this Agreement, the terms "Subsidiary" and "Subsidiaries" shall mean, with respect to any entity, any corporation, partnership, limited liability company or other business entity in which the subject entity has the power (whether by contract, through securities ownership, or otherwise and whether directly or indirectly through control of one or more intermediate Subsidiaries) to elect a majority of board of directors or other governing body, including, in the case of a partnership, a majority of the board of directors or other governing body of the general partner. (d) The Company shall provide to Nichols during the Term an office and secretarial support at the Company's then current headquarters, which office shall be of reasonably comparable size and quality as Nichols' office as of the Effective Date and which secretarial support shall be of reasonably comparable quality and character as Nichols' secretarial support as of the Effective Date. 3. Term. The term of Nichols' employment with the Company pursuant to this Agreement shall extend through, but not after, 5:00 p.m. on December 31, 2006 or such earlier date as Nichols' employment shall terminate as provided herein (the "Term"), and upon the expiration or termination of the Term, unless the parties agree otherwise in writing, Nichols shall cease to be employed by the Company and its Subsidiaries in any capacity. 4. Payments. (a) The Company's agreement to pay Nichols aggregate annual payments of $360,996, as provided in Section 4 of the 2001 Agreement, shall terminate at December 31, 2004, and the Company shall have no obligation to make any payments to or for the benefit of Nichols for any period after December 31, 2004 except as and to the extent expressly provided in other sections of this Agreement. (b) From and after the Effective Date and until the expiration or termination of the Term, Nichols shall be entitled to receive compensation on account of his services on the Board of Trustees, including any committee of the Board of Trustees to which he may be appointed, in the same amount as the Company pays non-employee trustees for service on the Board and on those committees, if any, to which Nichols may be appointed; provided that in the event that the Company adopts a plan that limits eligibility to non-employee Trustees and makes payments into such plan for non-employee Trustees, the Company shall make a payment to Nichols (in lieu of any contribution into such plan on his behalf) in an amount that represents the cash equivalent of the amount that the Company pays into such plan for a non-employee Trustee. 5. Options. Pursuant to an award dated January 2, 1998, as amended as of January 6, 1999 (the "1998 Award"), Nichols received an option (the "Option") exercisable for 678,958 common shares of beneficial interest ("Common Shares") of the Company. At the Effective Date, the Option is exercisable for 678,958 Common Shares. Nothing in this Agreement shall affect the terms and conditions of the 1998 Award, which shall continue in force as in effect immediately before the execution and delivery of this Agreement, giving effect to the modifications thereto pursuant to Section 5(a) of the 2001 Agreement. 2

6. Fringe Benefits. During the Term and as long as they are kept in force by the Company, Nichols shall be entitled to participate in and receive the benefits of any retirement plan, health or other employee benefit plan made generally available to officers of the Company. In addition, during the Term, Nichols shall be entitled to receive: (a) up to $15,000 per year for financial planning services and tax advice and (b) in addition to reimbursement for expenses provided for in Section 7, up to $20,000 per year for expenses actually incurred in connection with marketing and community participation services provided by Nichols for the benefit of the Company. 7. Expenses. The Company shall reimburse Nichols for any reasonable, ordinary and necessary business expenses incurred by Nichols in the performance of Nichols' duties hereunder upon receipt of vouchers therefor and in accordance with the Company's regular reimbursement procedures and practices in effect from time to time with respect to senior officers of the Company. In addition, the Company shall pay (or reimburse) Nichols' reasonable expenses (including, but not limited to, reasonable attorneys' fees) incurred in connection with negotiation of this Agreement. 8. Disability. If the Board of Trustees determines in good faith by a vote of a majority of its members (other than Nichols) that Nichols is unable to perform his duties hereunder due to partial or total disability or incapacity resulting from a mental or physical illness or injury or any similar cause for a period of one hundred and twenty (120) consecutive days or for a cumulative period of one hundred and eighty (180) days during any twelve (12) month period, the Company shall have the right to terminate Nichols' employment at any time thereafter. 9. Death. Nichols' employment shall terminate at the time of his death. 10. Change In Control. If Nichols' employment hereunder is terminated prior to December 31, 2004 by the Company without Cause, and Nichols must pay an excise tax under Section 4999 in connection with any transaction involving the Company, he shall be paid the Gross-Up Payment described in Section 18(d) and 18(g) of the Prior Agreement (as defined in the 2001 Agreement). 11. Termination for Cause. The Company may discharge Nichols at any time for Cause. Cause shall mean: (i) habitual intoxication; (ii) drug addiction; (iii) theft, misappropriation or embezzlement of the Company's funds; (iv) conviction of a felony; or (v) Nichols' material breach of his obligations under this Agreement. 12. Termination Without Cause. The Board of Trustees, in its sole discretion, may terminate Nichols' employment hereunder without Cause and for any reason or no reason upon 30 days' prior written notice to Nichols at any time. In the event that Nichols' resigns his employment hereunder with the Company for "Good Reason" such resignation shall be deemed to be a termination of Nichols' employment hereunder without Cause, with the same consequences to Nichols as a termination of his employment hereunder without Cause. "Good Reason" shall mean (i) a material breach by the Company of this Agreement, (ii) a Change of Control (as defined in the subsection (B) of Section 5(a) of the 2001 Agreement), or (iii) the removal of Mr. Nichols from the Board other than for Cause. 3

13. Payments Upon or After Termination. (a) Voluntary Resignation; Termination for Cause. If Nichols' employment hereunder is terminated before the expiration of the Term because of Nichols' voluntary resignation or because of the Company's termination of Nichols' employment for Cause, the Company and its Subsidiaries shall have no obligation or liability hereunder after the date of termination to pay or provide salary, fringe benefits, or any other form of compensation hereunder. (b) Termination of Because of Death. If Nichols' employment hereunder terminates as a result of Nichols' death before the expiration of the Term, the Company shall pay Nichols' legal representatives any accrued but unpaid amounts as of the date of termination but otherwise the Company and its Subsidiaries shall have no obligation or liability hereunder after the date of termination to pay or provide salary, fringe benefits, or any other form of compensation hereunder; provided that if such termination occurs on or before December 31, 2004, the Company or a Subsidiary shall pay Nichols' legal representatives an amount, within 60 days of termination, equal to $1,053,000. (c) Termination of Because of Disability. If Nichols' employment hereunder is terminated by the Company for disability before the expiration of the Term, the Company shall pay Nichols any accrued but unpaid amounts as of the date of termination but otherwise the Company and its Subsidiaries shall have no obligation or liability hereunder after the date of termination to pay or provide salary, fringe benefits, or any other form of compensation hereunder; provided that if such termination occurs on or before December 31, 2004, the Company or a Subsidiary shall pay Nichols' legal representatives an amount, within 60 days of termination, equal to $1,053,000. (d) Termination by Company Without Cause. If Nichols' employment hereunder is terminated by the Company without Cause, the Company shall pay Nichols any accrued but unpaid amounts as of the date of termination but otherwise the Company and its Subsidiaries shall have no obligation or liability hereunder after the date of termination to pay or provide salary, fringe benefits, or any other form of compensation hereunder other than (i) as provided in Section 14 and (ii) to pay to Nichols the amounts Nichols would have received pursuant to Section 4(b) as and when he would have received such payments under Section 4(b) but for such termination; provided that if such termination occurs on or before December 31, 2004, the Company or a Subsidiary shall pay Nichols an amount, within 60 days of termination, equal to $1,053,000 and in such event the Company shall have no obligation to make the payments provided for in the foregoing clause (ii). (e) Coordination of Payments; Withholdings. In the event that Nichols is employed by a Subsidiary of the Company at the time of termination of employment, any amounts payable to Nichols pursuant to this Section 13 shall be reduced by the amounts paid to Nichols by any such Subsidiary. Any payments made to Nichols hereunder shall be subject to all required federal and state withholdings applicable to employees. 4

14. Termination of Responsibility. Upon the payment of the amounts payable under this Section 14, neither the Company nor any of its Subsidiaries shall have any further obligations hereunder to Nichols (or to his estate, heirs, beneficiaries, or legal representatives, as appropriate, or otherwise) to pay or provide any salary, compensation, or fringe benefits; provided, however, that any accrued obligations under employee benefit plans of the Company ("Company Benefit Plans") respecting Nichols shall be payable pursuant to the terms of such Company Benefit Plans; provided, however, that if Nichols' employment hereunder is terminated by the Company without Cause or upon the expiration of the Term, the Company shall, at its own expense, and through December 31, 2010, provide Nichols with health insurance and life insurance benefits substantially similar to those to which Nichols was entitled immediately prior to the date of termination. 15. Representations. Nichols represents to the Company that (a) other than as provided in this Agreement and in the 1998 Award, there are no other agreements or understandings with the Company to which Nichols is a party relating to employment, benefits or retirement, (b) there are no restrictions, agreements or understandings whatsoever to which Nichols is a party which would prevent or make unlawful his execution and delivery of this Agreement or his employment hereunder, (c) his execution and delivery of this Agreement and his employment hereunder shall not constitute a breach of any contract, agreement or understanding, oral or written, to which he is a party or by which he is bound, and (d) he is free and able to execute and deliver this Agreement and to continue in the employment of the Company. 16. Miscellaneous. (a) Insurance. Executive will be covered by D&O insurance as a trustee of the Company in a manner consistent with Company policy, and Executive's insurance coverage in his capacity as an employee of the Company will be on terms no less favorable than the coverage provided senior executives of the Company, in each case including coverage as to events occurring during his period of service as a trustee or employee respectively even if the underlying claim is brought after Executive has ceased performing services for the Company. (b) Controlling Law. This Agreement, and all questions relating to its validity, interpretation, performance and enforcement, shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. (c) Notices. All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given, made and received when delivered in person against receipt, or when sent by United States registered or certified mail, return receipt requested, postage prepaid, addressed as set forth below: 5

(i) If to Nichols: Anthony A. Nichols, Sr. 1125 Cymry Drive Newtown Square, PA 19073 (ii) If to the Company: Brandywine Realty Trust 401 Plymouth Road Suite 500 Plymouth Meeting, PA 19462 Attention: General Counsel Any party may alter the address to which communications or copies are to be sent by giving notice of such change of address in conformity with the provisions of this paragraph for the giving of notice. (d) Binding Nature of Agreement. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns and shall be binding upon Nichols, his heirs and legal representatives. (e) Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party who executes the same, and all of which shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of each of the parties reflected hereon as the signatories. (f) Provisions Separable. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. (g) Entire Agreement. This Agreement amends and restates in its entirety the 2001 Agreement and contains the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as herein contained, or as provided in the 1998 Award. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing. (h) Section and Paragraph Headings. The section and paragraph headings in this Agreement are for convenience only; they form no part of this Agreement and shall not affect its interpretation. (i) Assignability. This Agreement is not assignable by Nichols. It is assignable by the Company only (i) to any Subsidiary of the Company so long as the Company agrees to guarantee such Subsidiary's obligations hereunder (and in such event the Company's guaranty would continue notwithstanding any subsequent transaction pursuant to which any such Subsidiary ceased to be a Subsidiary of the Company, whether as a result of its sale or otherwise) or (ii) to an entity which is a successor in interest to the Company or which acquires all or substantially all of its assets, whether by merger, consolidation or other form of business combination. 6

(j) Liability of Trustees, etc. No recourse shall be had for any obligation of the Company hereunder, or for any claim based thereon or otherwise in respect thereof, against any past, present or future trustee, shareholder, officer or employee of the Company, whether by virtue of any statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being expressly waived and released by each party hereto. 7

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered effective for all purposes as of the Effective Date. BRANDYWINE REALTY TRUST By: -------------------------------------------- Title: President and Chief Executive Officer NICHOLS ----------------------------------------------------- Anthony A. Nichols, Sr. 8

Exhibit 31.1 SECTION 302 CERTIFICATION I, Gerard H. Sweeney, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Brandywine Realty Trust: 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered in this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by other within those entities, particularly during the period in which this report is being prepared; b. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: May 10, 2004 /s/ Gerard H. Sweeney ------------------------ ----------------------------------- Gerard H. Sweeney President and Chief Executive Officer

Exhibit 31.2 SECTION 302 CERTIFICATION I, Christopher P. Marr, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Brandywine Realty Trust: 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered in this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by other within those entities, particularly during the period in which this report is being prepared; b. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: May 10, 2004 /s/ Christopher P. Marr ------------------------ ----------------------------------- Christopher P. Marr Vice President and Chief Financial Officer

Exhibit 32.1 RULE 13(a)-14(b) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002* In connection with the Quarterly Report of Brandywine Realty Trust (the "Company") on Form 10-Q for the quarter ended March 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Gerard H. Sweeney, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ Gerard H. Sweeney - ------------------------- Gerard H. Sweeney President and Chief Executive Officer Date: May 10, 2004 * A signed original of this written statement required by Section 906 has been provided to Brandywine Realty Trust and will be retained by Brandywine Realty Trust and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2 RULE 13(a)-14(b) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002* In connection with the Quarterly Report of Brandywine Realty Trust (the "Company") on Form 10-Q for the quarter ended March 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Christopher P. Marr, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ Christopher P. Marr - ------------------------- Christopher P. Marr Senior Vice President and Chief Financial Officer Date: May 10, 2004 * A signed original of this written statement required by Section 906 has been provided to Brandywine Realty Trust and will be retained by Brandywine Realty Trust and furnished to the Securities and Exchange Commission or its staff upon request.