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


LIBERTY PROPERTY TRUST
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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The 2010 ANNUAL MEETING of the shareholders of Liberty Property Trust, a Maryland real estate investment trust (the "Trust"), will be held at The Desmond Hotel, One Liberty Boulevard, Malvern, Pennsylvania 19355, on May 20, 2010 at 11:00 a.m., local time, for the following purposes:

The Board of Trustees of the Trust has fixed the close of business on March 19, 2010 as the record date for the meeting. Only shareholders of record at the close of business on that date are entitled to notice of and to vote at the meeting and any adjournment or postponement thereof.

The accompanying form of proxy is solicited by the Board of Trustees of the Trust. Reference is made to the attached Proxy Statement for further information with respect to the business to be transacted at the meeting.

Please complete and promptly return your proxy in the envelope provided. Doing so will not prevent you from voting in person at the meeting. It will, however, help to assure a quorum and to avoid added proxy solicitation costs.

LIBERTY PROPERTY TRUST

PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 20, 2010

GENERAL INFORMATION

This proxy statement is being furnished in connection with the solicitation of proxies by the Board of Trustees (the "Board of Trustees" or the "Board") of Liberty Property Trust, a Maryland real estate investment trust (the "Trust" or the "Company"), for use at the Trust's 2010 Annual Meeting of Shareholders (the "Meeting") to be held at The Desmond Hotel, One Liberty Boulevard, Malvern, Pennsylvania 19355 on May 20, 2010 at 11:00 a.m., local time, and any adjournment or postponement thereof, for the purposes set forth in the foregoing notice and more fully discussed herein. This proxy statement, the foregoing notice and the enclosed proxy are first being mailed to shareholders of the Trust on or about April 20, 2010. Only shareholders of record at the close of business on March 19, 2010 (the "Record Date") shall be entitled to notice of and to vote at the Meeting.

If the enclosed proxy is properly executed and received by the Trust prior to voting at the Meeting, the common shares of beneficial interest, $0.001 par value per share, of the Trust (the "common shares") represented thereby will be voted in accordance with the instructions marked thereon. In the absence of instructions, the common shares represented by the enclosed proxy will be voted FOR the nominees of the Board of Trustees in the election of trustees, FOR the proposal to amend the current Declaration of Trust of the Trust (the "Declaration of Trust") to eliminate the classification of our Board of Trustees, and FOR ratification of the selection of Ernst & Young LLP as the Trust's independent registered public accounting firm for 2010. Management does not intend to bring any matter before the Meeting other than as indicated in the notice and does not know of anyone else who intends to do so. If any other matters properly come before the Meeting, however, the persons named in the enclosed proxy, or their duly constituted substitutes acting at the Meeting, will be authorized to vote or otherwise act thereon in accordance with their judgment on such matters.

Any proxy may be revoked at any time prior to its exercise by notifying the Secretary of the Trust in writing prior to the time of the Meeting, by delivering a duly executed proxy bearing a later date or by attending the Meeting and voting in person.

On the Record Date, the Trust had 112,805,283 common shares outstanding and entitled to vote at the Meeting. Each holder of common shares is entitled to one vote per share held of record by such holder on the Record Date. There must be present at the Meeting in person or by proxy shareholders entitled to cast a majority of all the votes entitled to be cast to constitute a quorum for the Meeting. Common shares represented at the Meeting in person or by proxy but not voted on one or more proposals will be included in determining the presence of a quorum, but will not be considered cast on any proposal on which they were not voted. Thus, abstentions and broker "non-votes" are deemed to be present at the Meeting for the purpose of determining whether a quorum is constituted, but are not deemed to be votes cast at the Meeting. A broker "non-vote" occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power on that item and has not received instructions from the beneficial owner.

Abstentions and broker "non-votes" will affect each of the proposals described in this proxy as follows:

A majority of all votes cast in an election for trustees means that the number of shares voted "for" a nominee for trustee must exceed the number of votes cast as "withheld" from that nominee. In addition, the Trust's corporate governance policies provide that if a nominee for trustee who already serves as a trustee is not elected by a majority of the votes cast, the trustee will offer to tender his or her resignation to the Board of Trustees. The Corporate Governance and Nominating Committee of the Board of Trustees will then make a recommendation to the Board of Trustees on whether to accept or reject such resignation, or whether other action should be taken. The Board of Trustees will act on the Corporate Governance and Nominating Committee's recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. Any such trustee who tenders his or her resignation will not participate in the Board of Trustee's decision. There is no cumulative voting in the election of trustees.

A majority of the votes cast at the Meeting shall be sufficient to approve any other matter that may properly come before the Meeting, unless more than a majority of the votes cast is required by the Declaration of Trust or applicable law.

Important Notice Regarding the Availability of
Proxy Materials for the Annual Meeting of Shareholders to be Held on May 20, 2010

This proxy statement and our 2009 annual report to shareholders are available at www.libertyproperty.com in the "Investor Relations" section.

The following table sets forth certain information, as of March 19, 2010 (except as indicated below), regarding the beneficial ownership, as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of common shares by each trustee, each nominee for election as trustee, each executive officer listed in the Summary Compensation Table appearing on page 23, all trustees and executive officers as a group, and each person who is known to the Trust to be the beneficial owner of more than five percent of the outstanding common shares. Each person named in the table below has sole voting and investment power with respect to the common shares listed opposite such person's name, except as otherwise noted.

Beneficial Owner

William P. Hankowsky	558,456	(1)	*
George J. Alburger, Jr.	437,392	(2)	*
Robert E. Fenza	487,001	(3)	*
James J. Bowes	239,447	(4)	*
Michael T. Hagan	118,369	(5)	*
Frederick F. Buchholz	70,854	(6)	*
Thomas C. DeLoach, Jr.	60,462	(7)	*
Daniel P. Garton	35,761	(8)	*
J. Anthony Hayden	101,253	(9)	*
M. Leanne Lachman	73,722	(10)	*
David L. Lingerfelt	76,883	(11)	*
Jose A. Mejia	12,709	(12)	*
Stephen B. Siegel	50,672	(13)	*
Stephen D. Steinour	11,055		*
ING Clarion Real Estate Securities, LLC	11,302,583	(14)	10.0	%
BlackRock, Inc.	10,139,979	(15)	9.0	%
The Vanguard Group, Inc.	9,467,818	(16)	8.4	%
All trustees and executive officers as a group (14 persons)	2,334,036	(17)	2.0	%

In accordance with the Declaration of Trust and the First Amended and Restated Bylaws of the Trust, the Board of Trustees has fixed the total number of trustees at nine. The Board is divided into three classes serving staggered three-year terms, the term of one class of trustees to expire in each successive year. Three Class I trustees will be elected at the Meeting to serve until the Annual Meeting of Shareholders to be held in 2013 (subject to the following paragraph) and until their successors are duly elected and qualified. Each of the nominees for election as trustee currently serves as a trustee of the Trust.

If the proposal to amend the Declaration of Trust to eliminate the classification of our Board of Trustees is approved by the shareholders, then, beginning with the members of our Board elected at the Meeting, the members of our Board will serve one-year terms. The terms of those trustees currently scheduled to expire in 2011 and 2012 will continue until the scheduled expiration time.

A proxy signed in the enclosed form will be voted FOR the election of the nominees named below, unless a contrary instruction is given.

Management believes that each of its nominees is willing and able to serve the Trust as trustee. If any nominee at the time of election is unable or unwilling to serve or is otherwise unavailable for election, and as a consequence thereof other nominees are designated, the persons named in the proxy or their substitutes will have the discretion and authority to vote or to refrain from voting for other nominees in accordance with their judgment.

The following is a brief description of the nominees for election as trustee and of the other continuing trustees of the Trust. The descriptions for the trustees set forth the experience, qualifications, attributes and skills that have led the Board to conclude that these nominees should serve as trustees of the Trust.

The Board of Trustees recommends a vote FOR the election of each nominee. Assuming a quorum is present at the Meeting, a majority of all the votes cast at the Meeting shall be sufficient to elect a trustee.

Nominations for Election as Class I Trustees with Terms to Expire in 2013 (or, if the proposal to amend the Declaration of Trust to eliminate the classification of our Board of Trustees is approved, in 2011)

J. Anthony Hayden, age 66, has served as a trustee of the Trust since June 1994. Mr. Hayden is Chairman of Hayden Real Estate Investments, LLC, a privately-held commercial real estate investment and acquisition firm. Prior to forming Hayden Real Estate Investments, LLC Mr. Hayden was Chairman of Beacon Commercial Real Estate LLC. The company was formed as Hayden Real Estate in 1996. Prior to forming Hayden Real Estate, Mr. Hayden spent more than 21 years at Cushman & Wakefield where he was a member of the Board of Directors. When he resigned as Executive Vice President in 1996 he was responsible for ten offices in the Mid-Atlantic/Mid-West region. Mr. Hayden is a member of the Society of Industrial & Office Realtors, serving in 1982 as President of the Philadelphia Chapter. He is also a member of the Philadelphia Board of Realtors and was President in 1985. In the past he has served on the boards of Pierce Leahy Corporation, Founders Bank and TeleSpectrum Worldwide. Mr. Hayden currently serves on the boards of a variety of not-for-profit entities, including LaSalle University.

Mr. Hayden's commercial real estate career, with extensive background in brokerage and real estate investments, and extensive knowledge of the Philadelphia market, one of the Trust's principal markets, enables him to make meaningful contributions to the Board's oversight of the Trust's principle business activity. Mr. Hayden's prior Board experience also allows him to provide valuable insight in his capacity as a member of the Corporate Governance and Nominating Committee.

M. Leanne Lachman, age 67, has served as a trustee of the Trust since June 1994. Ms. Lachman is the President of Lachman Associates, LLC, a real estate consulting firm, and is an Executive-in-Residence at Columbia Business School. Until October 2003, Ms. Lachman was a Managing Director of Lend Lease Real Estate Investment Management, a pension fund advisor. From 1987 forward, Ms. Lachman has specialized in real estate investment management for institutions. Ms. Lachman is a director and Chair of the Audit Committee of Lincoln National Corporation and a director of Lincoln Life & Annuity of New York, a subsidiary of Lincoln National Corporation.

Ms. Lachman's extensive experience as a specialist in real estate investment management and her ongoing work enable Ms. Lachman to make valuable contributions to the Board, particularly in the area of strategic real estate investment analysis. Additionally, her experience as a director of another public company gives her insight into governance and related best practices, which enable her to make significant contributions as a Board member.

Stephen D. Steinour, age 51, has served as a trustee of the Trust since February 11, 2010. In January 2009, Mr. Steinour was elected the Chairman, President and Chief Executive Officer of Huntington Bancshares Incorporated, a $53 billion regional bank holding company. Previously, he was the Chairman

and Managing Partner of CrossHarbor Capital Partners, a private equity firm (2008–January 2009). From 2006 to 2008, he was President and CEO of Citizens Financial Group, Inc., a multistate commercial bank holding company. Prior to that, Mr. Steinour served as Vice Chairman and Chief Executive Officer of Citizens Mid-States regional banking (2005–2006). He served as Vice Chairman and Chief Executive Officer of Citizens Mid-Atlantic Region (2001–2005). At the beginning of his career, Mr. Steinour was an analyst for the U.S. Treasury Department and subsequently worked for the Federal Deposit Insurance Corporation. Mr. Steinour is also a director of Exelon Corporation and he serves on its audit committee and compensation committee. Mr. Steinour is a member of council of The Pennsylvania Society. He also serves as a trustee of the National Constitution Center and the Eisenhower Fellowships. Mr. Steinour also served as a member on the policy and legal affairs committees of the Pennsylvania Business Roundtable. He also has served on the board of and as the chairman of the Greater Philadelphia Chamber of Commerce.

Mr. Steinour's experience in the banking industry with strong credit and risk management experience and knowledge of credit and capital markets, and his experience as Chairman, President and CEO of Huntington Bank and a director of Exelon enhance Mr. Steinour's value to the Board and to the Audit Committee. Additionally, his extensive involvement in the business community and exposure to several of the Trust's principal markets allow him to understand the point of view of customers of the Trust.

Frederick F. Buchholz, age 64, has served as a trustee of the Trust since June 1994. Mr. Buchholz was with Lend Lease Real Estate Investments or its predecessors from 1968 until retiring in June 1998. Since his retirement, Mr. Buchholz has served as an independent real estate consultant. He was appointed a Senior Vice President of Equitable Real Estate in December 1990 and Executive Vice President in 1992. At various times, Mr. Buchholz was also the officer in charge of Equitable Real Estate's New York and Washington, D.C. regional offices. Prior to his retirement, Mr. Buchholz was the officer in charge of the Lend Lease Philadelphia region, supervising new business, asset management and restructuring/workout activities on behalf of a diversified regional mortgage and equity portfolio. Mr. Buchholz is a member of the Appraisal Institute and the Investment Review Committee of the Delaware Valley Real Estate Investment Fund, L.P.

Mr. Buchholz's lengthy real estate career as a senior officer of a major institutional real estate owner and lender enables Mr. Buchholz to contribute significantly, particularly in connection with the review and analysis of the Trust's real estate transactions. Additionally, Mr. Buchholz's past experience as a board member of another real estate company provides Mr. Buchholz with important insights as to the governance of the Trust.

Thomas C. DeLoach, Jr., age 62, has served as a trustee of the Trust since May 1999. Beginning in 1998, Mr. DeLoach served as an Executive Vice President of Mobil Oil Corporation and the President of Global Midstream, both wholly owned subsidiaries of Mobil Corporation (now Exxon Mobil Corporation), a global energy company, prior to his retirement in March 2000. Mr. DeLoach joined Mobil Corporation in 1969 as a chemical engineer and advanced through various positions in manufacturing, marketing, planning and supply. From December 1994 until his election as President of Global Midstream, Mr. DeLoach served as Chief Financial Officer and Senior Vice President of Mobil Corporation and Mobil Oil Corporation. From 1991 until his retirement in 2000, Mr. DeLoach served as a director of Mobil Oil Corporation. Mr. DeLoach was a partner in a Penske Racing, LLC from 2000 until 2002 and has been the Managing Partner of PIT Instruction & Training, LLC since 2003 and Red Horse Racing II, LLC since 2005. Mr. DeLoach is also a member of the Board of Directors of Asbury Automotive Group (NYSE:ABG), and serves on its Audit Committee and chairs its Finance and Risk Committee.

Mr. DeLoach's experience in various senior positions at a major American corporation with highly sophisticated processes and procedures in a capital intensive industry has given Mr. DeLoach strong

insights which enable him to contribute to the Trust in a variety of areas, including in finance, human resources and internal operations. Mr. DeLoach's membership on the board of another public company also enables him to share best practices observed from his other experiences.

Daniel P. Garton, age 52, has served as a trustee of the Trust since December 2001. Since September 2002, Mr. Garton has served as Executive Vice President—Marketing of AMR Corporation's American Airlines unit. In that position, Mr. Garton oversees American Airlines' activities with respect to reservations, flight service, sales, its travel awards program, advertising and corporate communications. Previously, Mr. Garton served as Senior Vice President and then Executive Vice President of American Airlines Customer Service beginning September 1998 and served as President of American Eagle Airlines for three years beginning in July 1995. American Eagle Airlines is a wholly owned subsidiary of AMR Corporation. Mr. Garton joined AMR Corporation in 1984 as an analyst in the finance department and advanced through various positions to the office of Vice President—Financial Planning and Analysis in 1992. Mr. Garton left AMR Corporation in 1993 to become Senior Vice President and Chief Financial Officer of Continental Airlines. He returned to AMR Corporation two years later when he assumed the presidency of American Eagle Airlines.

Mr. Garton's extensive experience in customer service, operations, finance and financial markets in a major American corporation with highly sophisticated processes and procedures has enabled him to make valuable contributions to the Trust as a Board member. His strong financial background has also allowed him to provide valuable service as a member of the Audit Committee.

Stephen B. Siegel, age 65, has served as a trustee of the Trust since May 1995. Mr. Siegel is Chairman of Global Brokerage Services of CB Richard Ellis, one of the world's premier full service real estate companies. Prior to its merger with CB Richard Ellis, Mr. Siegel was the Chairman and Chief Executive Officer of Insignia/ESG, Inc., one of the premier commercial real estate companies in the United States, with significant international operations in the United Kingdom, Europe, Asia and Latin America. Mr. Siegel became the President and Chief Executive Officer of Insignia/ESG, Inc.'s predecessor company, Edward S. Gordon Company ("ESG"), in 1992. Prior to joining ESG, Mr. Siegel spent more than 27 years at Cushman & Wakefield, including as Chief Executive Officer. Mr. Siegel left Cushman & Wakefield in late 1988 and entered a joint venture with the Chubb Corporation where he worked for several years to develop and acquire investment-grade office buildings throughout the United States. Mr. Siegel is also involved in a number of charitable and civic affairs. He is the General Chairman of the Association for the Help of Retarded Children. In addition, Mr. Siegel is the President of the Board of the American Friends of Rabin Medical Center, and is a board member for the City Center 55th Street Theater Foundation and the Greater New York Council of the Boy Scouts of America.

Mr. Siegel's long experience as a chief executive officer in a number of premier real estate service companies has enabled him to bring an expert perspective to the Board. His real estate acumen and sophisticated transactional experience have allowed him to provide significant contributions to the Trust as a Board member.

William P. Hankowsky, age 59, has served as a trustee of the Trust since May 2003. Mr. Hankowsky joined the Trust on January 1, 2001 as Executive Vice President and Chief Investment Officer and was promoted to the position of President on March 12, 2002. Mr. Hankowsky became the Chief Executive Officer of the Trust on January 21, 2003 and Chairman on June 10, 2003. Prior to joining the Trust, Mr. Hankowsky served as President of the Philadelphia Industrial Development Corporation ("PIDC") from 1989 through 2000. As the chief executive officer of PIDC, he oversaw the City of Philadelphia's economic development agency. Prior to that time, Mr. Hankowsky served as an executive with a variety of economic development projects and agencies. Mr. Hankowsky currently serves on the boards of Aqua America, Inc. (NYSE:WTR), Citizens Financial Group, NASDAQ OMX Futures Exchange, Philadelphia

Convention and Visitors Bureau, Greater Philadelphia Chamber of Commerce, National Association of Real Estate Investment Trusts and the Kimmel Center for the Performing Arts.

Mr. Hankowsky's executive experience and economic development background provided compelling attributes which have contributed to his transition to chief executive officer of the Trust. His leadership roles in both the not-for-profit and public company arenas has provided him with valuable opportunities to interact with business and government leaders in market segments of importance to the Trust's business and, as a result, to better understand the needs of its customers.

David L. Lingerfelt, age 57, has served as a trustee of the Trust since May 1995. Mr. Lingerfelt is of counsel to the firm of Parker, Pollard, Wilton & Peaden, P.C., in Richmond, Virginia, where his practice focuses on commercial real estate and taxation. His practice includes consulting with respect to the structuring of tax-deferred exchanges. Until November 2008, Mr. Lingerfelt was Vice President and Commercial Counsel for the exchange subsidiary of LandAmerica Financial Group and Director of its Reverse Exchange Division. Prior to joining LandAmerica, Mr. Lingerfelt served as Director of Property Administration and Counsel for Best Products Co., Inc., and was a partner in the Virginia law firm of Coates & Davenport, focusing on commercial transactions.

Mr. Lingerfelt's training as an attorney, together with his experience as a commercial lawyer with significant experience in real estate and tax practice areas, has allowed Mr. Lingerfelt to provide significant insights to the Trust in his capacity as a Board member.

George J. Alburger, Jr., age 62, became Chief Financial Officer and Treasurer of the Trust in May 1995. Effective October 24, 2000, Mr. Alburger assumed the additional title of Executive Vice President. Prior to joining the Trust, Mr. Alburger served as Executive Vice President of EBL&S Property Management, Inc., an owner and manager of approximately 200 shopping centers aggregating 30 million square feet of retail space. Mr. Alburger was formerly a Senior Manager with PriceWaterhouse, LLP.

Robert E. Fenza, age 53, has served as an Executive Vice President of the Trust since March 1994, with principal responsibility for operations, property management and asset management. Effective April 1, 2000, Mr. Fenza assumed the additional title of Chief Operating Officer of the Trust. Mr. Fenza joined Rouse & Associates in 1984. Mr. Fenza serves on the Board of the Charter High School for Architecture and Design in Philadelphia. Mr. Fenza also chairs the Advisory Board for the College of Arts & Architecture at the Pennsylvania State University and is a member of the Advisory Board of FM Global, a leading provider of commercial property insurance and risk management services.

James J. Bowes, age 56, has served as General Counsel and Secretary of the Trust since December 1996. Mr. Bowes joined the Trust from the law firm of Blank Rome LLP, where he was a partner in the Corporate Department. Prior to joining Blank Rome, he served with the Securities and Exchange Commission.

Michael T. Hagan, age 52, has served as Chief Investment Officer of the Trust since May 2005. Mr. Hagan joined the Trust in 1989 and has served the Trust in a number of capacities, including, prior to his appointment as Chief Investment Officer, as Senior Vice President—Acquisitions. Prior to joining the Trust, Mr. Hagan served in a variety of accounting positions.

Each officer will serve until the first meeting of the Board after the next annual meeting of shareholders or until the officer resigns or is removed from office by the Board.

Audit Committee. The Board's Audit Committee, which has been established in accordance with Section 3(a)(58)(A) of the Exchange Act, provides assistance to the trustees in fulfilling their responsibility to the shareholders and investment community relating to corporate accounting and the quality and integrity of financial reports of the Trust. The Board's Audit Committee currently consists of four independent trustees, as independence is defined by the applicable listing standards of the New York Stock Exchange. The members of the Audit Committee are Messrs. DeLoach (Chair), Garton and Steinour (who joined the Audit Committee upon his election to the Board in February 2010) and Ms. Lachman. Mr. Miller also served as a member of the Audit Committee until he left the Board at the 2009 Annual Meeting of Shareholders. Mr. DeLoach is an "audit committee financial expert" as defined by the Securities and Exchange Commission. The Audit Committee met 10 times, including five times by teleconference, during the last fiscal year. See "Report of the Audit Committee."

Compensation Committee. The Board's Compensation Committee (the "Compensation Committee") is empowered to determine compensation for the Trust's executive officers and to administer the Trust's Amended and Restated Share Incentive Plan (the "Share Incentive Plan"). Members of the Compensation Committee are Ms. Lachman (Chair) and Messrs. Buchholz and DeLoach, all of whom are independent, as independence is defined by the applicable listing standards of the New York Stock Exchange. Mr. Mejia also served on the Compensation Committee prior to leaving the Board on January 21, 2010. The Compensation Committee met six times, including one time by teleconference, during the last fiscal year. See "Report of the Compensation Committee."

Corporate Governance and Nominating Committee. The Board's Corporate Governance and Nominating Committee meets to address matters regarding corporate governance and makes recommendations to the Board regarding nominees for positions on the Board. In making such recommendations, the Corporate Governance and Nominating Committee seeks nominees who have the highest personal and professional character and integrity, who possess appropriate characteristics, skills, experience and time to make a significant contribution to the Board of Trustees, the Trust and its shareholders, who have demonstrated exceptional ability and judgment, and who will be most effective, in the context of the whole Board of Trustees and other nominees to the Board, in perpetuating the success of the Trust and in representing the interests of its shareholders. In accordance with its charter, the Corporate Governance and Nominating Committee considers diversity in identifying nominees, though it does not have a formal policy of assessing diversity with respect to any particular qualities or attributes. The Corporate Governance and Nominating Committee has and may continue to employ professional search firms (for which it pays a fee) to assist it in identifying potential members of the Board of Trustees with the desired skills and disciplines. The Corporate Governance and Nominating Committee will consider nominees for trustee proposed by shareholders in accordance with the procedures set forth in this proxy statement under "Corporate Governance—Shareholder Nominations for Trustees." Nominees proposed by shareholders will be considered using the same criteria and in the same manner as all other nominees are considered.

The members of the Corporate Governance and Nominating Committee are Messrs. Buchholz (Chair), Hayden and Siegel, all of whom are independent, as independence is defined by the applicable listing standards of the New York Stock Exchange. Mr. Mejia also served on the Corporate Governance and Nominating Committee prior to leaving the Board on January 21, 2010, and Mr. Miller also served as a member of the Corporate Governance and Nominating Committee until he left the Board at the 2009 Annual Meeting of Shareholders. The Corporate Governance and Nominating Committee met five times during the last fiscal year. See "Report of the Corporate Governance and Nominating Committee."

Copies of the written charters of the Audit, Compensation and Corporate Governance and Nominating Committees are posted under the "Investor Information" section of the Trust's web site at www.libertyproperty.com, and are also available without charge at the written request of any shareholder of the Trust. Such requests should be directed to the Vice President of Investor Relations at the address of the Trust appearing on the Notice of Annual Meeting that accompanies this proxy statement.

The Board of Trustees held six meetings last year, including one by teleconference. Additionally, the Board conducted three informational calls. Each trustee of the Trust attended at least 75% of the meetings of the Board of Trustees and meetings held by all committees on which such trustee served during the time such trustee served.

The 2010 compensation policy for trustees who are not also officers and full-time employees of the Trust is the same as the policy that was in place in 2009. Under this policy, these trustees receive an annual trustee fee in the amount of $21,500 in cash, and restricted common shares with a grant date fair value of $34,500. Additionally, trustees receive a fee of $1,500 for each Board meeting that such trustee attends in person; however, trustees receive a fee of $500 for teleconference Board meetings if such meetings address only routine matters. Trustees also receive a fee of $500 for participation in any informational call held to supplement the regularly scheduled Board meetings. Trustees will be entitled to receive a fee of $1,000 for each committee on which they serve, a fee of $1,000 for each committee meeting such trustee attends in person and a fee of $500 for each committee meeting attended by teleconference. The Chair of the Audit Committee receives an additional annual fee of $10,000. The Chairs of the Corporate Governance and Nominating Committee and the Compensation Committee each receive an additional annual fee of $6,000. Additionally, all trustees are entitled to be reimbursed for travel and lodging expenses associated with attending Board and committee meetings. Trustees who are officers and full-time employees of the Trust are not entitled to receive any separate compensation for service as a trustee or committee member.

Pursuant to the Trust's Share Incentive Plan, each non-employee trustee is entitled to receive an annual grant of a 10-year option to purchase 5,000 common shares, exercisable at a price equal to the fair market value of the common shares on June 23rd of each year. Such options vest over a three-year period beginning with the date of grant as follows: 20% after the first year; 50% after two years; and 100% after three years.

The Board of Trustees has unanimously adopted, and now recommends for your approval, a proposal to amend Article II, Section 2.2 of the Declaration of Trust to eliminate the classification of our Board of Trustees, beginning with the trustees nominated for election at the Meeting. Article II, Section 2.2 of the Declaration of Trust currently provides for the classification of our Board of Trustees into three classes and, at each annual meeting of shareholders, the members of one class are elected to three-year terms as Trustees.

If the proposed amendment to the Declaration of Trust is approved by our shareholders, the classification of the Board of Trustees will be eliminated and, at the Meeting and at each annual meeting of shareholders thereafter, trustees will be elected for one-year terms. In such case, the term of each Trustee elected at this Meeting will end at the 2011 annual meeting of shareholders and Trustees elected thereafter at each annual meeting of shareholders will be elected for one-year terms. Furthermore, any Trustee chosen as a result of a newly created Trusteeship or to fill a vacancy on the Board of Trustees will hold

office until the next annual meeting of shareholders. The terms of the members of Class II and Class III of the Board of Trustees will expire as scheduled, in 2011 and 2012, respectively.

If the proposed amendment to the Declaration of Trust is not approved by shareholders, the Board of Trustees will remain classified, and the three Trustees elected at this Annual Meeting will each serve until the 2013 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified.

In late 2009, a shareholder submitted a non-binding proposal to eliminate the classification of our Board of Trustees to be included in the proxy materials for the Meeting, but has withdrawn it as a result of this proposal being sponsored by the Board of Trustees.

The text of the proposed amendment to the Declaration of Trust is attached as Annex A to this proxy statement.

If approved by shareholders, the proposed amendment to the Declaration of Trust will be effective when we file a Certificate of Amendment to the Declaration of Trust with the State of Maryland Department of Assessments and Taxation.

The Board of Trustees recommends a vote FOR the proposal to amend our Declaration of Trust to eliminate the classification of our Board of Trustees. Assuming a quorum is present at the Meeting, a majority of the shares outstanding and entitled to vote is necessary to approve this proposal.

Our Compensation Discussion and Analysis addresses the compensation paid or awarded to our executive officers listed in the Summary Compensation Table that immediately follows this discussion. We refer to these executive officers as our "named executive officers."

As is its practice, the Compensation Committee made its final compensation determinations for 2009 at a meeting held early the following year, in this case on March 16, 2010. This meeting followed several preliminary meetings of the Compensation Committee regarding 2009 compensation that were held during 2009 and early in 2010. These meetings led to final determinations of cash bonuses and long-term incentive awards. At the March 16, 2010 meeting, the Compensation Committee set base salaries and bonus and long-term incentive targets for 2010.

The compensation paid or awarded to our named executive officers for 2009 was designed to meet the following objectives:

We fashioned various components of our 2009 compensation payments and awards to meet these objectives as follows:


Type of Compensation		Objectives Addressed
Salary		Competitive Compensation
Bonus		Performance Incentives Competitive Compensation Retention Incentives
Long-Term Incentive Compensation — Restricted Share Awards, Restricted Stock Units and Options to Purchase Shares		Stakeholder Incentives Competitive Compensation Retention Incentives Performance Incentives

In assessing competitive compensation, we relied on data provided to us by our independent compensation consultant, Towers Watson. The compensation consultant provides these data to us on a regular basis. The compensation consultant employed its standard methodology to develop competitive compensation levels for seasoned executives having similar responsibilities, using comparative industry data derived from its executive compensation database, the NAREIT Compensation Survey and proxy data from a peer group (the "Peer Group") consisting of certain office and industrial REITs. We believe that data regarding this peer group are useful with regard to an assessment of compensation for our named executive officers because they reflect industry practices and provide comparisons as to individual positions. The REITs that comprised the peer group for making decisions with respect to annual bonus and long-term incentive compensation are generally those that appear in the NAREIT Index as either

"Industrial/Office" or "Diversified" and meet an appropriate market capitalization threshold. These REITs are listed below:

We have historically sought to maintain named executive officers' salaries at or below the median of salaries for comparable executives based on trailing proxy data. Additionally, we have set our bonus and long-term incentive targets for named executive officers based on a review of the same type of data noted in the preceding paragraph. We check annually to see if our total cash compensation and total direct compensation are in line with the aforementioned industry data.

A comparison of the data to the Company's 2009 salaries and target 2009 total compensation indicated that:

Base salaries are set by the Compensation Committee and are designed to be competitive with the salaries paid by peer group members. Changes in individual base salaries are based in part on the review of the report prepared by the independent compensation consultant, which includes a review of peer group practices and other compensation data, as well as the individual's responsibility, experience and performance and increases in cost of living indices. The weight given such factors by the Compensation Committee may vary from individual to individual. Base salaries are reviewed for adjustment annually. Based on the considerations described above and the current economic environment, no adjustments were

made to the salaries of our named executive officers, and 2009 salaries were continued at 2008 levels as follows:

All named executive officers' salaries were within a range deemed appropriate by the Compensation Committee for comparable executives derived from the peer group discussed above, and in consideration of the individual's performance and experience.

While the principal objective of our annual non-equity incentive compensation program, which we refer to as our annual bonus program, is to provide a short-term performance incentive, we nevertheless consider competitive factors, including total cash compensation of peers.

For 2009, each named executive officer was eligible for a cash bonus award equal to a specified percentage of the officer's annual salary (the "Base Bonus Percentage") multiplied by a percentage (the "Bonus Multiplier"). For 2009, Base Bonus Percentages were 105% for the Chief Executive Officer and 85% for the other named executive officers. The achievement of the bonus was based on a two step process. The first step in the process required the Compensation Committee to consider the Trust's achievement of its FFO per share goals. The second step required the Compensation Committee to allocate the bonus in accordance with a bonus score card. The score card set forth a number of goals, which included metrics with respect to growth in the Trust's Funds from Operations per common share ("FFO") relative to the growth in FFO per share of the Peer Group. At the time it established the FFO goals, the Compensation Committee determined that for purposes of the 2009 Award, the Trust's FFO calculation would not reflect impairments or dilution from capital transactions. With respect to this goal, the Trust's actual growth in FFO per share for 2009 was zero considering adjustments for impairments and dilution, while the Peer Group's median growth in FFO per share for 2009 was a negative 6.6%. The score card also measured the Trust's performance against a broad group of operational metrics approved by the Compensation Committee, including the Trust's performance against projected FFO per common share, net operating income and general and administrative expenses, as well as execution of the Trust's capital plan, with respect to acquisitions, dispositions, development and equity and debt financing activities.

With respect to these measures, the goals pre-established by the Compensation Committee for 2009, and the actual performance by the Trust for 2009, considering adjustments for impairments and dilution, were as follows: FFO per common share (projected $3.00 to $3.20; performance $3.20); core net operating income (target $454.8 million; actual $453.4 million); general and administrative expenses (target $54.7 million; actual $51.3 million). The Trust's execution of its capital plan was deemed by the Compensation Committee to be satisfactory. Finally, the score card measured individual performance relative to established goals approved by the Compensation Committee. To determine the bonus, the Committee applied an 80% weighting to the overall Trust-based part of the formula and a 20% weighting to the individual part of the formula.

The Compensation Committee, after considering the formula described above, determined that the named executive officers were entitled to the following annual bonus awards for 2009:

However, in light of current economic conditions and in order to further align the named executive officers interests with those of shareholders, the Compensation Committee reduced the amounts of the annual bonus awards payable in cash to the Named Executive Officers by 20%. The Compensation Committee directed that the amounts of the cash bonus reductions instead be awarded to each of the named executive officers in the form of options to purchase common shares, with such options to be determined based on a per option value of $4.98, the Black-Scholes value of the option as of March 16, 2010, and to have an exercise price of $32.71, the closing price of the common shares on the New York Stock Exchange on March 16, 2010, the date of grant.

As a result, the Compensation Committee made the following annual bonus awards to the named executive officers in 2009:

Additionally, on March 16, 2010, Messrs. Alburger and Hagan were awarded, respectively, 25,000 and 3,500 restricted common shares under the Share Incentive Plan. The purpose of Mr. Alburger's award was to design an incentive that would enhance the ability of the Trust to retain the services of Mr. Alburger, and the purpose of Mr. Hagan's award was to recognize the successful outcome of a particular transaction. The restrictions on these shares will lapse as to all such shares on the third anniversary of the date of grant, provided that Mr. Alburger or Mr. Hagan, as the case may be, continues to be employed by, or is in the service of, the Trust as of such date. The shares will also vest upon Mr. Alburger's or Mr. Hagan's death or Disability (as defined in the Share Incentive Plan), as the case may be, should either occur prior to the date described in the preceding sentence. Dividends will be paid on the full amount of the shares, without regard to vesting, from the date of grant, and will be automatically reinvested, through the Trust's Dividend Reinvestment and Share Purchase Plan, in common shares, which will also be subject to the restrictions described above.

Consistent with a long-standing policy adopted by the Compensation Committee for all employees, our named executive officers have the option of taking common shares in lieu of a cash bonus awarded to them at the rate of shares equal to 120% of the cash value of the bonus or the portion thereof for which common shares are substituted, less applicable withholding tax. These shares are subject to restrictions on sale for one year after issuance. We believe that this inducement encourages share ownership, further aligns employee and shareholder interests and further supports our objective of retention, since the shares are restricted. Dividends are paid on common shares issued pursuant to such awards for 2009 performance and contractual restrictions on sale related to such awards will expire on March 16, 2011.

The annual bonus award payments are reflected in two separate columns of the Summary Compensation Table. The portion of the payment taken by the named executive officer in cash appears in the "Non-Equity Incentive Plan Compensation" column, while the portion which the named executive officer elected to take in common shares appears in the "Share Awards" column.

Historically, the Compensation Committee has operated a long-term incentive compensation ("LTI") program for named executive officers.

Under this program, each named executive officer is eligible pursuant to our LTI program to receive an LTI payment that is a function of salary, with each named executive officer able to earn a targeted percentage of salary (240% at target for chief executive officer and 145% at target for chief operating officer, chief financial officer, chief investment officer and chief legal officer), subject to adjustment based on performance.

At a meeting held on March 27, 2008, the Compensation Committee approved the Liberty Property Trust 2008 Long-Term Incentive Plan (the "2008 Plan"), with the purpose of enhancing and refining the performance incentives provided to the named executive officers. The 2008 Plan provides for an annual aggregate award (each, an "Award" and collectively, the "Awards") composed of (i) a grant of restricted stock units (approximately two-thirds of the total targeted expected value of the Award) and (ii) a grant of stock options (approximately one-third of the total targeted expected value of the Award). When the Trust's common shares are issued with respect to the Awards they underlie, they will be issued under the Share Incentive Plan, and shall generally be subject to the terms and conditions of that plan.

Restricted Stock Units. A "restricted stock unit" (or "RSU") under the 2008 Plan consists of a legally-binding promise to pay the executive a certain number of the common shares at the end of the Award Period (as defined below), to the extent certain annual performance criteria are met or exceeded.

The RSUs shall be eligible to be earned over the three-year period beginning on the date of grant (the "Award Period"), and shall be further subdivided into (i) a portion earned ratably over the Award Period on a year-by-year basis (each year constituting a related "Performance Period"), using a specific performance measure (the "First Portion"), and (ii) a portion earned over the full Award Period, using another specific performance measure (the "Second Portion"). Neither portion, however, would be payable until the end of the three-year Award Period. Any dividends that accumulate prior to the end of the Award Period will be paid if and when the related RSUs are redeemed and paid.

Under the 2008 Plan, the Compensation Committee has the ability to utilize a wide variety of performance measures on which to base each particular year's grant of RSUs, and will act each year to designate the specific performance measures for that year. For the Awards granted under the 2008 Plan for 2009, as discussed more specifically below, these two measures were based, respectively, on the amount of the Trust's "funds from operations" (the "FFO Portion") for the First Portion of the Award, and its total shareholder return (the "TSR Portion") as compared to a relevant peer group for the Second Portion of the Award. The Compensation Committee adopted a performance metrics schedule for the 2009 Award, listing the threshold at which actual FFO Portion and TSR Portion will accrue, in relation to the specified target levels. These levels provide for specified awards upon attainment of stipulated percentages of the target level with a maximum of 200%, with the Compensation Committee retaining discretion to reduce the Award from the prescribed level as it deems fit.

The RSUs that comprise the First Portion will be split into three equal pieces, corresponding to each of the three years in the relevant Award Period. Depending on how each year's performance compares to the projected performance for that year using an annually-determined performance schedule, a portion of the related RSUs will be deemed earned for that year, and will be payable to the participant in common

shares (under the terms of the Share Incentive Plan) at the end of the Award Period. The RSUs that comprise the Second Portion are eligible to be earned on the basis of total shareholder return for the relevant Award Period, using a pre-determined performance schedule. The Second Portion will be deemed earned and payable to the participant in common shares (under the terms of the Share Incentive Plan) at the end of the Award Period.

If a recipient of an Award quits or is discharged for cause prior to the end of the Award Period, all RSUs will be forfeited, even if they have (in the case of the First Portion that accrues on a year-by-year basis) already been earned. If the recipient of the Award is, instead, terminated without cause, or terminates by reason of death, disability or "Retirement" (as defined in Share Incentive Plan) prior to the end of the Award Period, units would be payable at the end of the Award Period based on actual attainment within each Performance Period, and would not, in the cases of death, disability or termination without cause, be pro-rated for short service. The 2008 Plan also includes several common restrictive covenants and other provisions, subject to the Compensation Committee's discretion, that would trigger forfeiture of an Award.

Options. Stock options granted under the 2008 Plan will be vested (and thus exercisable) solely on the basis of time and continued employment, with no regard to any performance criteria, at a rate of 20% of the total option component at the end of the first anniversary of the date of grant, 30% on the second anniversary, and the remainder on the third anniversary. In addition, they will become immediately vested and exercisable in full if the optionee ceases to be employed by, or provide services to, the Trust by reason of death or disability or, subject to a sliding scale, Retirement. These terms and conditions are, generally, the terms and conditions that currently govern options granted to employees as part of the Trust's LTI program.

2009 Awards Under Year 1 of the 2009 Award. On March 18, 2009, the Compensation Committee made the following awards under the 2008 Plan:

(1): The options have an exercise price of $20.32, the closing price of the common shares on the New York Stock Exchange on March 18, 2009, the date of grant. The options will be vested solely on the basis of time and continued employment with no regard to any performance criteria, at a rate of 20% of the total option component at the end of the first anniversary of the date of grant, 30% on the second anniversary, and the remainder on the third anniversary.
(2): As described above, the RSUs constituting the First Portion are split into three equal pieces, corresponding to each of the three years in the relevant Award Period. One-third of the RSUs may be earned (subject to increase or decrease based on performance) with respect each year in the Award Period, but will be payable to the participant at the end of the Award Period.
(3): As described above, the RSUs constituting the Second Portion are eligible to be earned on the basis of relative TSR for the full Award Period. The determination of whether the Second Portion is earned (subject to increase or decrease based on performance) and payable shall be made at the end of the Award Period.

In accordance with the terms of the program, the named executive officers earned the numbers of RSUs for the 2009 period set forth in the following table, all of which were earned with respect to the First Portion of Award for 2009 and the goals set for 2009, the first year during the three year period relating to the Award made in 2009. The number of RSUs earned by each of the named executive officers, as described below, equals one-third of the First Portion of the 2009 Awards, as increased by a multiplier. In addition, a number of common shares are awarded with respect to the earned one-third of the First Portion under the Trust's dividend reinvestment plan.

The number of RSUs earned with respect to 2009 performance was a function of the Company's 2009 FFO as a percentage of target FFO in accordance with the table set forth below. Achievement of FFO between the targets set forth below would have resulted in a percent of RSUs between the corresponding percentages being applied. At the time it established the FFO goals, the Compensation Committee determined that for purposes of the 2009 Award the Trust's FFO calculation would not reflect impairments or dilution from capital transactions.

The Trust's FFO for 2009 was $3.20 per share considering adjustments for impairments and dilution; this resulted in a percent of RSUs earned of 200%. However, the Compensation Committee exercised its negative discretion to reduce the amount earned to 130%, an amount which it thought more fairly reflected the Trust's performance. The numbers of RSUs earned by the named executive officers for the 2009 period are as follows:

2009 Awards Under Year 2 of the 2008 Award. These performance parameters also determined the number of RSUs earned for the second year of the 2008 Award under the 2008 Plan. As a result, the following RSUs were earned:

2010 Awards Under 2008 Plan. Also on March 16, 2010 the Compensation Committee made Awards under the 2008 Plan for 2010. The Awards consisted of the following:

Additionally, the Committee determined that Year 3 of the 2008 Performance Period Award and Year 2 of the 2009 Performance Period Award will follow the same schedule as set forth with respect to Year 1 of the 2010 Performance Period Award, and will once again be based on the Trust's achievement of FFO goals, which will be calculated without taking into account impairments or dilution from capital transactions.

The tables that follow this Compensation Discussion and Analysis set forth the compensation that our named executive officers were paid in 2009. In certain cases, however, decisions regarding compensation

for 2009 services performed by our named executive officers were made in March 2010. In order to provide additional clarification on all compensation paid in consideration of 2009 performance, we are providing the following table. It should not be read as a replacement of the tables appearing following this Compensation Discussion and Analysis, but as a supplement thereto. The amounts reflected in this table include:

This table includes amounts received by the named executive officers as dividends relating to RSUs earned in 2009, but does not include dividends earned on retention awards, that are shown as compensation in the Summary Compensation Table. It also does not include the options that were awarded on March 16, 2010, which are described below under "2010 Compensation Developments—2010 Awards Under 2008 Plan."

(a): Consistent with a policy adopted by the Compensation Committee for all employees, our named executive officers have the option of taking common shares in lieu of a cash bonus awarded to them at the rate of shares equal to 120% of the cash value of the bonus or the portion thereof for which common shares are substituted, less applicable withholding tax. Messrs. Hankowsky, Alburger, Fenza and Hagan exercised this option as to all or a portion of their entire annual bonuses and were awarded 4,877, 7,025, 3,184 and 5,521 common shares, respectively.
(b): As discussed above under "Annual Bonus Program," the Compensation Committee reduced the amounts of the annual bonus awards for 2009 payable in cash to the Named Executive Officers by 20%. The amounts of the cash bonus reductions were instead awarded to each of the named executive officers in the form of options to purchase common shares with an exercise price equal to the closing price of the common shares on the New York Stock Exchange on March 16, 2010, the date of grant. Accordingly, in addition to the cash amounts set forth in this column, Messrs. Hankowsky, Alburger, Fenza, Bowes and Hagan received as part of their annual bonus awards for 2009 options to purchase 22,054, 13,655, 12,378, 11,033 and 10,795 common shares, respectively.
(c): Includes (i) amounts paid by the Trust to purchase term life insurance policies for the Messrs. Hankowsky, Alburger, Fenza, Bowes and Hagan as follows: $1,098, $1,098, $1,098, $1,098 and $1,098, respectively; (ii) $1,578 in payments made to provide a car service to Mr. Hankowsky from time to time and (iii) $500 paid to each named executive officer as a holiday bonus; this amount is paid to each employee of the Trust.

In 2009, we followed practices for the grant of share-based awards consistent with the manner in which we have historically granted such awards. Among other things, these practices encompass the following principles:

We have a management severance plan for a group of senior officers, including our named executive officers. Various aspects of this plan are described under "Payments upon Termination Events, Including Following a Change of Control." The management severance plan provides for payments and other benefits to each of the named executive officers if we terminate the executive's employment without cause or if the executive terminates employment for "good reason" within two years following a change of control. The management severance plan also provides that if the total payments to any of our named executive officers under the terms of the management severance plan are subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), we will make an additional payment to the named executive officer, which payment is designed so that, after payment of all excise taxes and any other taxes payable in respect of the additional payment, the named executive officer will retain the same amount as if no excise tax had been imposed. See "Tax Considerations" below for further information regarding the excise tax reimbursement.

Under Section 162(m) of the Code, a publicly-held corporation may not deduct more than $1 million in a taxable year for certain forms of compensation made to the chief executive officer and certain other officers listed on the Summary Compensation Table. Our policy is to seek to preserve the federal income tax deductibility of compensation paid to our executives, and our annual bonus and equity awards have generally been structured to preserve deductibility under Section 162(m). Nevertheless, we retain the flexibility to authorize compensation that may not be deductible if it is in the best interests of our company. We believe that the compensation paid to our executives in 2009 was deductible.

As noted above, under the management severance plan, we will make additional payments to our named executive officers if payments to them resulting from a change of control are subject to the excise tax imposed by Section 4999 of the Code. We included this provision in the management severance plan in order to enhance the motivation of our named executive officers to further increase shareholder value while remaining employed by us. We believe that these incentives would be frustrated by the possible imposition of the need for our executive officers to pay an excise tax upon the receipt of their change of control benefit under the management severance plan, and we do not believe that the provisions of the

management severance plan should provide even a potential disincentive to our named executive officers' pursuit of a change of control that otherwise might be in the best interests of the Trust and its shareholders. Accordingly, we determined to provide payment to reimburse our named executive officers for any excise taxes payable in connection with the change-in-control payment, as well as any taxes that accrue as a result of our reimbursement. We believe that this determination is appropriate given our named executive officers' collective record in seeking to enhance shareholder value.

Role of Executive Officers in Determining Executive Compensation for Named Executive Officers

In connection with our 2009 compensation, Towers Watson provided data and Mr. Bowes provided general support to the Compensation Committee to assist it in determining compensation levels. Mr. Hankowsky made recommendations as to named executive officers but not as to his own compensation. While the Compensation Committee utilized this information, and valued Mr. Hankowsky's observations with regard to other executive officers, the ultimate decisions regarding executive compensation were made by the Compensation Committee.

Consistent with an emphasis on higher standards of corporate governance, we believe that the investment community values share ownership by senior management and that, by holding an equity position in the Trust, officers demonstrate their commitment to and belief in the long-term profitability of the Trust. Accordingly, the Board believes that ownership of Company shares by officers should be encouraged, and has established ownership guidelines applicable to the Trust's officers at the Senior Vice President level and above.

The policy states that each covered officer should seek to acquire and maintain a level of ownership of Company common shares (determined based on the fair market value of such shares from time to time as a multiple of the officer's base salary) as follows: Chief Executive Officer: 5x; Chief Operating Officer, Chief Financial Officer, Chief Investment Officer and General Counsel: 3x; and Senior Vice Presidents: 1x.

The policy stipulates that the covered officers should work toward achieving these levels of ownership with the objective of meeting the requirements within five years of becoming subject to these requirements. Once a covered officer has achieved the targeted level of share ownership, the policy states that he or she (i) should maintain at least that level of ownership for the duration of his or her tenure with the Trust and (ii) should, within three years after receiving an increase in salary or a promotion, seek to achieve the resulting greater target level of ownership.

The policy recognizes the following sources of share ownership for purposes of determining whether the above ownership target is satisfied:

For purposes of determining whether the ownership target is satisfied, shares underlying outstanding options are not included.

The policy further mandates that until such time as a covered officer has attained the applicable target ownership level, he or she must retain common shares obtained as a result of a share award, unless the Board otherwise permits.

The Board believes that trustees should be shareholders and have a financial stake in the Trust. In furtherance of this belief, non-management trustees are paid a portion of their annual fees in the Trust's common shares.

Additionally, the trustees are expected to own an amount of Company common shares equal in value to five times the annual cash retainer paid to trustees. The target date for acquiring such ownership is May 2010. All trustees (except for Mr. Steinour, who recently joined the Board and will have an appropriate amount of time to attain the prescribed level) are in compliance with this requirement.

In addition to the components noted above, our compensation program may also include various benefits, such as health insurance plans and pension, profit sharing and retirement plans in which substantially all of the Trust's employees participate. At the present time, the only plans in effect are health, dental, life and disability insurance plans, a 401(k) plan, a flexible spending insurance program, an employee share purchase plan and the severance plan for certain senior officers of the Trust described under "Management Severance Plan."

In addition, in 2009 we reimbursed Mr. Hankowsky for the occasional use of a car service. The Company reimbursed Mr. Hankowsky for the car service because it determined that in those instances it was economically more productive for him to be able to continue to work while traveling in the car rather than be occupied by the task of driving.

The following table shows, for the years ended December 31, 2009, 2008 and 2007, the compensation paid or accrued by the Trust and its subsidiaries, including the Operating Partnership, to our named executive officers.

Name and Principal Position			Salary		Bonus		Share Awards(1)		Option Awards(2)		Non-Equity Incentive Plan Compensation(3)		All Other Compensation(4)		Total

William P. Hankowsky		2009	$	525,000	$	500	$	1,113,349	$	530,220	$	239,215	$	219,798	$	2,628,082
	President and Chief	2008	$	525,000	$	500	$	998,789	$	420,000	$	308,700	$	194,057	$	2,447,055
	Executive Officer	2007	$	525,000	$	500	$	728,149	$	107,500	$	248,456	$	170,570	$	1,780,175
George J. Alburger, Jr.		2009	$	400,000	$	500	$	728,424	$	244,140	$	—	$	91,573	$	1,464,637
	Executive Vice President	2008	$	400,000	$	500	$	733,493	$	193,333	$	—	$	120,671	$	1,447,997
	and Chief Financial	2007	$	400,000	$	500	$	569,599	$	45,500	$	—	$	92,669	$	1,108,268
	Officer
Robert E. Fenza		2009	$	370,000	$	500	$	520,970	$	225,264	$	123,284	$	61,638	$	1,301,656
	Executive Vice President	2008	$	370,000	$	500	$	357,677	$	178,833	$	264,117	$	39,012	$	1,210,139
	and Chief Operating	2007	$	370,000	$	500	$	184,585	$	46,150	$	297,480	$	34,346	$	933,061
	Officer
James J. Bowes		2009	$	325,000	$	500	$	326,631	$	198,032	$	219,245	$	54,060	$	1,123,468
	General Counsel	2008	$	325,000	$	500	$	314,184	$	157,083	$	232,934	$	34,014	$	1,063,715
		2007	$	325,000	$	500	$	158,621	$	39,650	$	261,462	$	27,442	$	812,675
Michael T. Hagan		2009	$	320,000	$	500	$	580,133	$	194,904	$	—	$	53,571	$	1,149,108
	Chief Investment Officer	2008	$	320,000	$	500	$	583,982	$	154,667	$	—	$	32,756	$	1,091,905
		2007	$	320,000	$	500	$	452,161	$	35,750	$	—	$	21,251	$	829,662

(1): A portion of the amounts shown in this column reflects the elections by Messrs. Hankowsky, Alburger, Fenza and Hagan, consistent with a policy adopted by the Trust's Compensation Committee with respect to employee annual performance non-equity incentive compensation, which we sometimes refer to as annual bonus, to receive common shares in lieu of cash for all or part of their annual bonus compensation for 2009, 2008 or 2007. By making such elections, these individuals received shares equal to 120% of the cash value of such bonus or portion thereof, less applicable withholding tax (the "Bonus Value"). Each executive received the number of common shares able to be purchased with the dollar amount of the Bonus Value based on the closing price of the common shares on the New York Stock Exchange on March 16, 2010 ($32.71) for bonuses included in 2009 compensation, March 18, 2009 ($20.32) for bonuses included in 2008 compensation or March 28, 2008 ($31.20) for bonuses included in 2007 compensation. Pursuant to these elections, Messrs. Hankowsky, Alburger, Fenza and Hagan were awarded 4,877, 7,025, 3,184 and 5,521 common shares, respectively, as 2009 compensation, and Messrs. Hankowsky, Alburger and Hagan were awarded 5,195, 12,008 and 9,445 common shares, respectively, as 2008 compensation and 6,327, 8,749 and 6,978 common shares, respectively, as 2007 compensation. Dividends will be paid on the common shares issued pursuant to such awards. The contractual restrictions on sale related to such awards will expire on March 16, 2011 for the awards made as 2009 compensation and expired on March 18, 2010 for the awards made as 2008 compensation and on March 28, 2009 for the awards made as 2007 compensation.
(2): For information regarding the assumptions made in the valuations of these amounts, see Footnote 9 to the Trust's financial statements for the year ended December 31, 2009 included in the Trust's Annual Report on Form 10-K for that year.
(3): This column shows amounts of annual performance non-equity incentive compensation for 2009, 2008 and 2007 taken by the named executive officers in cash.
(4): Consists of amounts paid by the Trust to purchase term life insurance policies for the Messrs. Hankowsky, Alburger, Fenza, Bowes and Hagan as follows: (i) $1,098, $1,098, $1,098, $1,098 and $1,098, respectively for each of 2009 and 2008; and $1,433, $1,433, $1,433, $1,433 and $1,433, respectively, for 2007. Includes dividends paid on unvested shares to Messrs. Hankowsky, Alburger, Fenza, Bowes and Hagan as follows: $22,709, $9,567, $9,776, $8,372 and $8,571, respectively for 2009; $33,609, $14,233, $14,629, $12,461 and $11,520, respectively for 2008; and $59,642, $31,601, $32,913, $26,010 and $19,819, respectively, for 2007. Includes unvested reinvested dividends paid on unvested restricted shares on previously disclosed retention awards made to Messrs. Hankowsky and Alburger as follows: $75,190 and $26,026, respectively, for 2009; $90,618 and $80,165, respectively, for 2008; and $84,154 and $59,635, respectively, for 2007. Includes unvested reinvested dividends paid on RSUs issued to Messrs. Hankowsky, Alburger, Fenza, Bowes and Hagan as follows: $119,223, $54,882, $50,764, $44,590 and $43,903. Includes $1,578, $14,042 and $25,341 in payments made during 2009, 2008 and 2007, respectively, to provide a car service to Mr. Hankowsky from time to time.

The following table summarizes plan based awards made to each of the named executive officers for 2009 under the Trust's compensation plans:

													Grant Date Fair Value of Share and Option Awards(5)

			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2)								Exercise or Base Price of Option Awards
Name	Grant Date(1)		Threshold		Target		Maximum				Exercise or Base Price of Option Awards
William P. Hankowsky		N/A	$	275,625	$	551,250	$	826,875	—	—		—		—
		3/18/2009		—		—		—	42,980	—		—	$	873,354
		3/18/2009		—		—		—	—	132,555	$	20.32	$	530,220
George J. Alburger, Jr.		N/A	$	170,000	$	340,000	$	510,000	—	—		—		—
		3/18/2009		—		—		—	19,785	—		—	$	402,031
		3/18/2009		—		—		—	—	61,035	$	20.32	$	244,140
Robert E. Fenza.		N/A	$	157,250	$	314,500	$	471,750	—	—		—		—
		3/18/2009		—		—		—	18,301	—		—	$	371,876
		3/18/2009		—		—		—	—	56,316	$	20.32	$	225,264
James J. Bowes		N/A	$	138,125	$	276,250	$	414,375	—	—		—		—
		3/18/2009		—		—		—	16,074	—		—	$	326,624
		3/18/2009		—		—		—	—	49,508	$	20.32	$	198,032
Michael T. Hagan		N/A	$	136,000	$	272,000	$	408,000	—	—		—		—
		3/18/2009		—		—		—	15,828	—		—	$	321,624
		3/18/2009		—		—		—	—	48,726	$	20.32	$	194,904

(1): March 18, 2009 represents the date on which the Board of Trustees (i) set the range of potential annual bonus awards for 2009 performance by named executive officers, and (ii) made Awards under the 2008 Plan to the named executive officers in 2008. These Awards were determined in reference to the performance established by the Board at its March 18, 2009 meeting. At the March 18, 2009 meeting, the Board also established the range of potential Awards under the 2008 Plan for 2009 performance.
(2): This award reflects the range of potential annual bonus available to be earned by the named executive officer for 2009. The actual amounts earned for 2009 pursuant to the annual bonus program are set forth in the Summary Compensation Table under "Non-Equity Incentive Plan Compensation" (or, where the Named Executive chose to take all or a portion of his annual bonus in the form of restricted shares, under "Share Awards"), and are also set forth in the table below. Each named executive officer's annual bonus is a function of salary, with each named executive officer able to earn a specified percentage of his salary (105% for chief executive officer and 85% for chief operating officer, chief financial officer, chief investment officer and chief legal officer), subject to adjustment based on performance. The base amount of the bonus was calculated in accordance with the two step process discussed under "Compensation Discussion and Analysis—Annual Bonus Program."

The following table contains information concerning outstanding equity awards held by each of the named executive officers as of December 31, 2009:

												Share Awards

																				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1)
	Option Awards
	Option Awards																Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
						Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
															Market Value of Shares or Units of Shares That Have Not Vested(1)
												Number of Shares or Units of Shares That Have Not Vested
	Number of Securities Underlying Unexercised Options
	Number of Securities Underlying Unexercised Options							Option Exercise Price		Option Expiration Date
Name	Exercisable		Unexercisable					Option Exercise Price		Option Expiration Date
William P. Hankowsky		50,000		—			—	$	27.875		1/2/2011		—			—		—			—
		100,362		—			—	$	30.10		2/28/2012		—			—		—			—
		34,909		—			—	$	31.22		2/28/2013		—			—		—			—
		49,172		—			—	$	43.45		3/16/2014		—			—		—			—
		30,550		—			—	$	40.35		3/16/2015		—			—		—			—
		14,982		—			—	$	48.54		3/16/2016		—			—		—			—
		9,463		9,463	(2)		—	$	49.74		3/19/2017		—			—		—			—
		33,333		133,334	(3)		—	$	31.20		3/28/2018		—			—		—			—
		—		132,555	(4)			$	20.32		3/18/2019		—			—		—			—
		—		—			—		—		—		63,862	(5)	$	2,044,223		69,829	(10)	$	2,235,226

												Share Awards

																				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1)
	Option Awards
	Option Awards																Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
						Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
															Market Value of Shares or Units of Shares That Have Not Vested(1)
												Number of Shares or Units of Shares That Have Not Vested
	Number of Securities Underlying Unexercised Options
	Number of Securities Underlying Unexercised Options							Option Exercise Price		Option Expiration Date
Name	Exercisable		Unexercisable					Option Exercise Price		Option Expiration Date
George J. Alburger, Jr.		51,674		—			—	$	26.77		3/16/2011		—			—		—			—
		100,362		—			—	$	30.10		2/28/2012		—			—		—			—
		25,649		—			—	$	31.22		2/28/2013		—			—		—			—
		22,083		—			—	$	43.45		3/16/2014		—			—		—			—
		12,590		—			—	$	40.35		3/16/2015		—			—		—			—
		6,269		—			—	$	48.54		3/16/2016		—			—		—			—
		4,005		4,006	(2)		—	$	49.74		3/19/2017		—			—		—			—
		15,344		61,376	(3)		—	$	31.20		3/28/2018		—			—		—			—
		—		61,035	(4)		—	$	20.32		3/18/2019		—			—		—			—
		—		—			—		—		—		19,476	(6)	$	623,427		32,144	(11)	$	1,028,929
Robert E. Fenza		107,649		—			—	$	30.10		2/28/2012		—			—		—			—
		27,768		—			—	$	31.22		2/28/2013		—			—		—			—
		23,603		—			—	$	43.45		3/16/2014		—			—		—			—
		12,899		—			—	$	40.35		3/16/2015		—			—		—			—
		6,423		—			—	$	48.54		3/16/2016		—			—		—			—
		4,062		4,063	(2)		—	$	49.74		3/19/2017		—			—		—			—
		14,193		56,773	(3)		—	$	31.20		3/28/2018		—			—		—			—
		—		56,316	(4)		—	$	20.32		3/18/2019		—			—		—			—
		—		—					—		—		7,299	(7)	$	233,641		29,733	(12)	$	951,753
James J. Bowes		19,085		—			—	$	26.77		3/16/2011		—			—		—			—
		83,333		—			—	$	30.10		2/28/2012		—			—		—			—
		16,119		—			—	$	31.22		2/28/2013		—			—		—			—
		19,371		—			—	$	43.45		3/16/2014		—			—		—			—
		11,044		—			—	$	40.35		3/16/2015		—			—		—			—
		5,499		—			—	$	48.54		3/16/2016		—			—		—			—
		3,490		3,491	(2)		—	$	49.74		3/19/2017		—			—		—			—
		12,467		49,868	(3)		—	$	31.20		3/28/2018		—			—		—			—
		—		49,508	(4)		—	$	20.32		3/18/2019		—			—		—			—
		—		—			—		—		—		6,330	(8)	$	202,623		26,116	(13)	$	835,973
Michael T. Hagan		8,940		—			—	$	43.45		3/16/2014		—			—		—			—
		5,071		—			—	$	40.35		3/16/2015		—			—		—			—
		3,917		—			—	$	48.54		3/16/2016		—			—		—			—
		3,147		3,147	(2)		—	$	49.74		3/19/2017		—			—		—			—
		12,275		49,101	(3)		—	$	31.20		3/28/2018		—			—		—			—
		—		48,726	(4)		—	$	20.32		3/18/2019		—			—		—			—
		—		—			—		—		—		16,040	(9)	$	513,440		25,714	(14)	$	823,105

During 2009, the number of shares acquired and value realized on the exercise of option awards and the number of shares acquired and the value realized on vesting of share awards for each of the named executive officers were as follows:

The following table provides information regarding our compensation plans under which our equity securities are authorized for issuance. The information provided is as of December 31, 2009.

The Trust has a management severance plan for a group of senior officers of the Trust, including Messrs. Hankowsky, Alburger, Fenza, Bowes and Hagan. The tables below reflect the amounts that would be payable to the named executive officers upon various termination events, including pursuant to the management severance plan. These tables show the amount of compensation payable to each of the named

executive officers in the event of termination of such executive's employment, in each of the following cases: termination by the Trust not for Cause (as defined in the management severance plan and described below), retirement, in the event of death or disability and following a Change of Control (as defined in the management severance plan and described below). The amounts indicated are based on the assumption that the termination occurred as of December 31, 2009, on which date the closing price of the common shares on the New York Stock Exchange was $32.01. Actual amounts payable would vary based on the date of the named executive officer's termination and can only be finally determined at that time.

In general, the management severance plan applies similarly to each of the named executive officers as follows: In the event of (i) the termination of the named executive officer other than "for cause" or (ii) the named executive officer's voluntary termination of his employment for "good reason," in either case within two years following a "change of control," the named executive officer would receive the following: (a) an amount equal to 2.99 times the sum of his current annual base salary plus the largest annual performance bonus paid to him over the previous five years; (b) the pro rata portion, through the date of termination, of unpaid performance bonus for the year in which the termination occurs; (c) immediate vesting of outstanding options, restricted shares and restricted share units; (d) an amount equal to the Trust's maximum contribution under the 401(k) plan for a period of three years, including the year in which termination occurs; (e) immediate vesting of contributions previously made by the Trust to the individual's account under the 401(k) plan; and (f) continuation of employee group benefits coverage for a period of three years after the date of termination. In addition, under the severance plan, if any payments made to a covered person would result in an excise tax imposed by Section 4999 of the Code, the named executive officer would become entitled to receive a tax reimbursement payment that would put him in the same financial position after the application of the excise tax as he would have been in if the excise tax did not apply to such amounts.

Regardless of the manner in which a named executive officer's employment terminates, he is entitled to receive amounts earned during his term of employment. Such amounts include:

Under the terms of the agreements pursuant to which the named executive officers have been granted their options, restricted shares and restricted share units, the vesting of unvested options, restricted shares or restricted share units at the retirement of the named executive officer is generally based upon a sliding scale taking into account the named executive officer's age and length of service to the Trust. The following table illustrates this scale:

Age		Amount to Vest

59-60	6	Options that would have vested in accordance with their terms during the 24 month period after the named executive officer's retirement shall vest as of the date of retirement; restricted shares that would have vested in accordance with their terms during the 36 month period after the named executive officer's retirement shall vest as of the date of retirement
61-62	4	Options and restricted shares that would have vested in accordance with their terms during the 48 month period after the named executive officer's retirement shall vest as of the date of retirement
63-64	2	Options and restricted shares that would have vested in accordance with their terms during the 60 month period after the named executive officer's retirement shall vest as of the date of retirement
65 or more	—	All options and restricted shares not vested at the date of retirement shall vest as of the date of retirement

As of December 31, 2009, the named executive officers were the following ages and had the following years of service to the Trust:

The options that become exercisable upon retirement, along with any other options that were already exercisable on the date of retirement, may be exercised until the date that is 36 months after the date of retirement.

In the event of the death or disability of a named executive officer, in addition to the benefits listed under the heading "Payments Made Upon Termination by Trust Not for Cause" above, all unvested options or restricted shares owned by the named executive officers will vest immediately. In the case of options, the options will remain exercisable until the date that is 36 months after the date of termination of the named executive officer's employment with the Trust due to his death or disability.

The Trust has a Management Severance Plan to which each of the named executive officers is a party. Pursuant to these agreements, if an executive's employment is terminated within two years following a change of control (other than termination by the Trust for cause or by reason of death or disability) or if the executive terminates his employment in certain circumstances defined in the agreement which

constitute "good reason", in addition to the benefits listed under the heading "Payments Made Upon Termination by Trust Not for Cause":

• the date of on which shareholders of the Trust (or the Board, if shareholder approval is not required) approve a plan to dissolve or liquidate the Trust;

• the date on which transactions contemplated by an agreement to sell or dispose of substantially all of the Trust's assets are consummated, other than a transaction in which holders of the Trust's shares just prior to the transaction will have at least 50% of the voting power of the acquiring entity's voting securities just after the transaction (without regard to such holder's ownership of the acquiring entity's voting securities immediately before or contemporaneously with such transaction), which voting securities are to be held by such holders just after the transaction in substantially the same proportion among themselves as just prior to the transaction;

• the first date on which (i) transactions contemplated by an agreement to merge or consolidate the Trust with or into another entity (or to merge the other entity with or into the Trust) are consummated, other than a transaction in which holders of the Trust's shares just prior to the transaction will have at least 50% of the voting power of the surviving entity's voting securities just after the transaction (without regard to such holder's ownership of the acquiring entity's voting securities immediately before or contemporaneously with such transaction), which voting securities are to be held by such holders just after the transaction in substantially the same proportion among themselves as just prior to the transaction and (ii) those who were board members just prior to the merger or consolidation cease to constitute a majority of the Board;

• the date on which any entity, person or group (excluding the Trust, any of its subsidiaries, or any employee benefit plan sponsored or maintained by the Trust or any of its subsidiaries) has become the beneficial owner of, or has obtained voting control over, more than 20% of the outstanding shares (without regard to any contractual or other restriction on the conversion or other exchange of securities into or for shares); or

• the first day after which a majority of the Board has been a member of the Board for less than two years, unless the nomination for election of each new trustee (who was not a trustee at the beginning of

such two-year period) was approved by a vote of at least ²/3 of the trustees then in office who were trustees at the beginning of such period.

Pursuant to Section 16(a) of the Exchange Act, the Trust's executive officers and trustees, and persons beneficially owning more than 10% of the common shares, are required to file with the Securities and Exchange Commission reports of their initial ownership and changes in ownership of common shares. The Trust believes that during 2009, its executive officers and trustees who were required to file reports under Section 16(a) complied with such requirements in all material respects, except for one Form 4 filed by Mr. Hankowsky to report two gifts of shares, which was filed late.

The following table shows the compensation paid to the members of the Trust's Board of Trustees for the year ended December 31, 2009.

Name	Fees Earned or Paid in Cash		Share Awards(1)(2)		Option Awards(1)(2)			Total

Frederick F. Buchholz	$	49,500	$	34,500	$	13,800	—	$	97,800
Thomas C. DeLoach, Jr.	$	56,000	$	34,500	$	13,800	—	$	104,300
Daniel P. Garton	$	39,000	$	34,500	$	13,800	—	$	87,300
J. Anthony Hayden	$	37,000	$	34,500	$	13,800	—	$	85,300
M. Leanne Lachman	$	51,500	$	34,500	$	13,800	—	$	99,800
David L. Lingerfelt	$	31,000	$	34,500	$	13,800	—	$	79,300
Jose A. Mejia	$	42,000	$	34,500	$	13,800	—	$	90,300
John A. Miller	$	20,250	$	34,500		—	—	$	54,750
Stephen B. Siegel	$	34,500	$	34,500	$	13,800	—	$	82,800

The 2010 compensation policy for trustees who are not also officers and full-time employees of the Trust is the same as the policy that was in place in 2009. Under this policy, these trustees receive an annual trustee fee in the amount of $21,500 in cash, and restricted common shares having a grant date fair value of $34,500. Additionally, trustees receive a fee of $1,500 for each Board meeting that such trustee attends in person; however, trustees receive a fee of $500 for teleconference Board meetings if such meetings address only routine matters. Trustees also receive a fee of $500 for participation in any informational call held to supplement the regularly scheduled Board meetings. Trustees will be entitled to receive a fee of $1,000 for each committee on which they serve, a fee of $1,000 for each committee meeting such trustee attends in person and a fee of $500 for each committee meeting attended by teleconference. The Chair of the Audit Committee receives an additional annual fee of $10,000. The Chairs of the Corporate Governance and Nominating Committee and the Compensation Committee each receive an additional annual fee of $6,000. Additionally, all trustees are entitled to be reimbursed for travel and lodging expenses associated with attending Board and committee meetings. Trustees who are officers and full-time employees of the Trust are not entitled to receive any separate compensation for service as a trustee.

Pursuant to the Trust's Amended and Restated Share Incentive Plan, each non-employee trustee is entitled to receive an annual grant of a 10-year option to purchase 5,000 common shares, exercisable at a price equal to the fair market value of the common shares on June 23rd of each year. Such options vest over a three-year period beginning with the date of grant as follows: 20% after the first year; 50% after two years; and 100% after three years.

PROPOSAL 3—RATIFICATION OF SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ernst & Young LLP has audited the Trust's financial statements since the Trust's inception. The Audit Committee of the Board of Trustees has selected Ernst & Young LLP as the Trust's independent registered public accounting firm for the fiscal year ending December 31, 2010.

Representatives of Ernst & Young LLP are expected to be present at the Meeting. They will have an opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.

Ernst & Young LLP was the Trust's independent registered public accounting firm for the fiscal years ended December 31, 2009 and 2008.

Audit Fees. Fees for audit services rendered by Ernst & Young LLP for the fiscal years ended December 31, 2009 and 2008 were $1,098,500 and $963,900, respectively. These services included (i) the audit of the Trust's annual financial statements and internal control over financial reporting, (ii) the reviews of the financial statements included in the Trust's Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30, and September 30, (iii) consents and comfort letters issued in connection with debt and equity offerings and registration statements and (iv) the reissuance of opinions on an amended Form 10-K filing and on a Form 8-K filing issued in connection with a Form S-3 registration.

Audit-Related Fees. Fees for audit-related services that were reasonably related to the performance of the 2009 and 2008 audits or reviews of the Trust's financial statements and are not reported under the preceding paragraph totaled $1,605 and $3,000, respectively. These fees were for accounting research software.

Tax Fees. Fees billed to the Trust by Ernst & Young LLP during 2009 and 2008 for professional services rendered for tax compliance, tax advice and tax planning totaled $63,369 and $62,000, respectively.

All Other Fees. There were no other fees billed to the Trust by Ernst & Young LLP during 2009 or 2008.

All audit, audit-related and tax services were pre-approved by the Audit Committee, which concluded that the provision of such services by Ernst & Young LLP was compatible with the maintenance of that firm's independence in the conduct of its auditing functions. The Audit and Non-Audit Services Pre-Approval Policy provides for (i) general pre-approval of certain specified services and (ii) specific pre-approval of all other permitted services, as well as proposed services exceeding pre-approved cost levels. The policy authorizes the Audit Committee to delegate pre-approval authority with respect to permitted services to one or more of its members.

For both types of pre-approval, the Audit Committee will consider whether such services are consistent with the Securities and Exchange Commission's rules on auditor independence. The Audit Committee will also consider whether the independent registered public accounting firm is best positioned to provide the most effective and efficient service, for reasons such as its familiarity with the Trust's business, people, culture, accounting systems, risk profile and other factors, and whether the service might enhance the Trust's ability to manage or control risk or improve audit quality. All such factors will be considered as a whole, and no one factor is necessarily determinative.

Shareholder ratification of the selection of Ernst & Young LLP as the Trust's independent registered public accounting firm is not required by the Trust's Bylaws or any other applicable legal requirement. However, the Board of Trustees is submitting the selection of Ernst & Young LLP to the shareholders for

ratification as a matter of good corporate practice. If the shareholders fail to ratify the selection, the Audit Committee and the Board of Trustees will reconsider whether or not to retain that firm. Even if the selection is ratified, the Board of Trustees at its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Trust and the shareholders.

The Audit Committee has considered whether Ernst & Young LLP's provision of services other than professional services rendered for the audit and review of the Trust's annual financial statements is compatible with maintaining Ernst & Young LLP's independence, and has determined that it is so compatible.

The Board of Trustees recommends a vote FOR ratification of Ernst & Young LLP as the Trust's independent registered public accounting firm for the fiscal year ending December 31, 2010. Ratification requires the affirmative vote of the holders of a majority of the common shares represented at the Meeting.

Our Codes of Conduct for Trustees and for Executive Officers mandate that officers and trustees bring promptly to the attention of our General Counsel any transaction or series of transactions that may result in a conflict of interest between that person and the Trust. Following any disclosure, our General Counsel will then review with the Chairman of our Audit Committee the relevant facts disclosed by the officer or trustee in question. After this review, the Chairman of the Audit Committee and the General Counsel determine whether the matter should be brought to the Audit Committee or the full Board of Trustees for approval. In considering any such transaction, the Audit Committee or the Board of Trustees, as the case may be, will consider various relevant factors, including, among others, the reasoning for the Trust to engage in the transaction, whether the terms of the transaction are arm's length and the overall fairness of the transaction to the Trust. If a member of the Audit Committee or the Board is involved in the transaction, he or she will not participate in any of the discussions or decisions about the transaction. The transaction must be approved in advance whenever practicable, and if not practicable, must be ratified as promptly as practicable.

The Audit Committee oversees the Trust's financial reporting process on behalf of the Board of Trustees. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. In fulfilling its oversight responsibilities, the Committee reviewed and discussed with management the audited financial statements and management's assessment of internal control over financial reporting in the Annual Report on Form 10-K for the fiscal year ended December 31, 2009, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

The Committee reviewed with the independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of those audited financial statements in accordance with U.S. generally accepted accounting principles, the firm's judgments as to the quality, not just the acceptability, of the Trust's accounting principles and such other matters as are required to be discussed with the Committee under the auditing standards of the Public Company Accounting Oversight Board, including those required to be discussed with the Committee by Statement on Auditing Standard No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T. The Committee has discussed with the independent registered public accounting firm the firm's independence from management and the Trust, including the matters in the written disclosures required by Independence Rule No. 3526, and has received the written disclosures and the letter from the independent registered public accounting firm required by Independence Rule No. 3526. In addition, the Committee has considered the effect of the independent registered public accounting firm's provision of non-audit services on the audit and considers such services compatible with the independent registered public accounting firm's maintenance of independence.

The Committee discussed with the Trust's internal auditors and the independent registered public accounting firm the overall scope and plans for their respective audits. The Committee pre-approved all audit and non-audit services provided by the independent registered public accounting firm in accordance with the Audit and Non-Audit Services Pre-Approval Policy adopted by the Committee. The Committee meets with the internal auditors and the independent registered public accounting firm, with and without management present, to discuss the results of their examinations, their evaluations of the Trust's internal controls, and the overall quality of the Trust's financial reporting.

During 2009, management completed the documentation, testing and evaluation of the Trust's system of internal control over financial reporting in response to the requirements set forth in Section 404 of the Sarbanes-Oxley Act of 2002 and related regulations. The Committee was kept apprised of the progress of the evaluation and provided oversight and advice to management during the process. In connection with this oversight, the Committee received periodic updates provided by management and Ernst & Young LLP at each regularly scheduled Committee meeting. At the conclusion of the process, management provided the Committee with a report on the effectiveness of the Trust's internal control over financial reporting. The Committee also reviewed the report of management contained in the Trust's Annual Report on Form 10-K for the fiscal year ended December 31, 2009 filed with the Securities and Exchange Commission, as well as Ernst & Young LLP's Reports of Independent Registered Public Accounting Firm (included in the Trust's Annual Report on Form 10-K) and reports related to its audits of the consolidated financial statements and the effectiveness of internal control over financial reporting. The Committee continues to oversee the Trust's efforts related to its internal control over financial reporting and management's preparations for the evaluation in fiscal 2010.

In reliance on the reviews and discussions referred to above, the Committee recommended to the Board of Trustees (and the Board has approved) that the audited financial statements be included in the

Annual Report on Form 10-K for the year ended December 31, 2009 for filing with the Securities and Exchange Commission.

Audit Committee
Thomas C. DeLoach, Jr. (Chair)
Daniel P. Garton
M. Leanne Lachman
Stephen D. Steinour

Mr. Steinour joined the Audit Committee upon his election to the Board in February 2010. Mr. Miller served as a member of the Audit Committee until he left the Board at the 2009 Annual Meeting of Shareholders.

The Report of the Audit Committee shall not be deemed incorporated by reference by any general statement that incorporates by reference any portion of this proxy statement into any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except to the extent that the Trust specifically incorporates this information by reference, and shall not otherwise be deemed filed under such acts.

The Corporate Governance and Nominating Committee meets to address matters regarding corporate governance and makes recommendations to the Board regarding nominees for positions on the Board.

The Corporate Governance and Nominating Committee has developed and the Board has adopted the Governance Guidelines, which are posted under the Investor Information section of the Trust's web site at www.libertyproperty.com. Copies are also available without charge at the written request of any shareholder of the Trust. Such requests should be directed to the Vice President of Investor Relations at the address of the Trust appearing on the Notice of Annual Meeting that accompanies this proxy statement.

Corporate Governance and Nominating Committee
Frederick F. Buchholz (Chair)
J. Anthony Hayden
Stephen B. Siegel

Mr. Mejia served on the Corporate Governance and Nominating Committee prior to leaving the Board on January 21, 2010, and Mr. Miller also served as a member of the Corporate Governance and Nominating Committee until he left the Board at the 2009 Annual Meeting of Shareholders.

The Report of the Corporate Governance and Nominating Committee shall not be deemed incorporated by reference by any general statement that incorporates by reference any portion of this proxy statement into any filing under the Securities Act or the Exchange Act, except to the extent that the Trust specifically incorporates this information by reference, and shall not otherwise be deemed filed under such acts.

The Compensation Committee oversees the Trust's executive compensation process on behalf of the Board of Trustees. In fulfilling its oversight responsibilities, the Committee reviewed and discussed with management the Compensation Discussion and Analysis.

In reliance on the reviews and discussions referred to above, the Committee recommended to the Board of Trustees (and the Board has approved) that the Compensation Discussion and Analysis be included in this proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2009.

Compensation Committee
M. Leanne Lachman (Chair)
Frederick F. Buchholz
Thomas C. DeLoach, Jr.

Mr. Mejia served on the Compensation Committee prior to leaving the Board on January 21, 2010.

The current members of our Compensation Committee were members of the Compensation Committee throughout 2009, are Mr. Buchholz, Mr. DeLoach and Ms. Lachman. Mr. Mejia also served as a member of the Compensation Committee until he left the Board on January 21, 2010. None of the members of the Compensation Committee was an officer or employees of the Trust or its subsidiaries during 2009, was formerly an officer of the Trust or its subsidiaries, or had any relationship with the Trust since the beginning of 2009 that requires disclosure under applicable Securities and Exchange Commission regulations.

The Board's role in the Trust's risk oversight process includes receiving regular reports from members of senior management on areas of material risk to the Trust, including operational, financial, legal and regulatory and strategic risks. The Board also works to oversee risk through its consideration and authorization of significant matters, such as major strategic, operational and financial initiatives and its oversight of management's implementation of those initiatives.

In particular, the Audit Committee is tasked pursuant to its charter to "discuss with management the Company's major policies with respect to risk assessment and risk management." As appropriate, the Chair of the Audit Committee reports to the full Board on the activities of the Audit Committee in this regard, allowing the Audit Committee and the full Board to coordinate their risk oversight activities.

In its risk oversight capacity, the Board and the Audit Committee engage in various practices, including, without limitation:

The Audit Committee is specifically responsible for discussing the guidelines and policies that govern the process by which the Trust's exposure to risk is assessed by management. As part of this process, the Audit Committee regularly assesses risks faced by the Trust in a manner designed to identify and analyze risks to achieving the Trust's business objectives. The results of these risk assessments are then discussed with management. In addition, as one component of the Trust's anti-fraud program, the Trust, under the supervision of the Audit Committee, established a hotline available to all employees for the anonymous and confidential submission of complaints relating to any matter to encourage employees to report questionable activities directly to our senior management and the Audit Committee.

Our Compensation Committee has considered the concept of risk as it relates to our compensation program. While behavior that may result in inappropriate risk taking cannot necessarily be prevented by the structure of compensation practices, we believe that our compensation policies or practices do not create risks that are reasonably likely to have a material adverse effect on us. In our "Compensation Discussion and Analysis," we discuss in general the compensation policies and practices that are applicable to our named executive officers. We believe that because these policies and practices, as well as the policy and practices utilized with respect to our more senior employees, incorporate variable compensation

elements that focus on our overall financial performance, risky behavior by any of our individual employees is disincentivized. We also have in place various operational controls, such as senior management review of significant leases and contracts, that we believe would aid in preventing the implementation of risky business arrangements.

Compensation to our executive officers and senior employees is comprised of both fixed and incentive-based elements. The fixed compensation (i.e., regular salary) provides reliable, foreseeable income that mitigates the focus of our employees on the immediate financial performance of our company or its stock price, encouraging them to make decisions in our best long-term interests. The incentive components are designed to be sensitive to both our short- and long-term performance and stock price. In combination, we believe that our compensation structures do not encourage our officers and employees to take unnecessary or excessive risks in performing their duties. Contributing to this belief is the fact that our compensation structure has been structured substantially as it is now for a number of years and we have seen no evidence that it encourages unnecessary or excessive risk taking.

Since the Trust's inception, it has had a board leadership structure under which the Chief Executive Officer also serves as Chairman of the Board. The Trust believes that it has been well-served by this structure and that the structure facilitates strong, clear and cohesive leadership, with a single person setting the tone and having the ultimate responsibility for all of the Trust's operating and strategic functions, thus providing unified leadership and direction for the Board and executive management.

Currently, Mr. Hankowsky serves in these dual capacities, as he has since June 2003, when he was named Chairman in addition to his role as Chief Executive Officer, which he has held since January 2003. While the Board does not believe that the roles of Chairman and Chief Executive Officer must always be combined, and reserves the right to reconsider the issue as it deems appropriate, it intends to continue the current arrangement for the foreseeable future.

The Trust does not have a lead independent trustee, but receives strong leadership from all of its members. Additionally, as discussed below, the chairpersons of the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee of our Board rotate presiding over regular sessions of our non-management and independent trustees. Virtually all of our trustees take active and substantial roles in the activities of our Board at the full Board meetings. The Board believes that this open structure, as compared to a system in which there is a designated lead independent trustee, facilitates a greater sense of responsibility among our trustees, and facilitates active and effective oversight by the independent trustees of the Trust's operations and strategic initiatives, including the risks that may be attendant thereto. Trustees are able to propose items for Board meeting agendas. Additionally, the Board's meetings include time for discussion of items not on the formal agenda, and the independent and non-management trustees meet with Mr. Hankowsky in executive sessions generally before each Board meeting.

Our Board is comprised of seven independent trustees, one non-management trustee, and Mr. Hankowsky. Each of the trustees is a sophisticated and seasoned business person experienced in board processes and knowledgeable regarding matters of corporate governance, and has substantial leadership experience in his or her field. For additional information about the backgrounds and qualifications of our directors, see "Proposal 1—Election of Trustees and Continuing Trustees."

The Board has conducted a review of the independence of the trustees under the standards for independence established by the New York Stock Exchange. During this review, the Board considered any transactions and relationships between a trustee or member of that trustee's immediate family and the Trust and its subsidiaries and affiliates. The Board also examined any transactions and relationships between trustees or their affiliates and members of the Trust's senior management or their affiliates. The purpose of this review was to determine whether any such relationships or transactions were inconsistent with a determination that the trustee is independent. Taking into account the review, the Board has determined that each of the trustees, other than Messrs. Hankowsky and Lingerfelt, meets these standards, and is independent.

In connection with the Board's annual affirmative determination as to the independence of the members of the Board, the Board considered certain transactions including: the purchase of airline tickets from American Airlines, Mr. Garton's employer; and the payment of real estate brokerage fees to CB Richard Ellis, Mr. Siegel's employer.

As to the individuals, it was determined that they did not fail any of the tests set forth in Rule 303A.02(b) and that none of the aforementioned transactions represented a material relationship.

The Trust has a code of conduct for its chief executive officer and senior financial officers, including the Trust's principal financial officer and our principal accounting officer or controller within the meaning of the Securities and Exchange Commission regulations adopted under the Sarbanes-Oxley Act of 2002. The code of conduct is posted under the Investor Information section of the Trust's web site at www.libertyproperty.com.

In addition, shareholders may request a copy of the code of conduct by directing a written request to the Vice President of Investor Relations at the address of the Trust appearing on the Notice of Annual Meeting that accompanies this proxy statement.

The Trust encourages all of the trustees to attend the annual meeting of shareholders. The 2009 Annual Meeting of Shareholders was attended by all of the trustees.

The Trust provides the opportunity for shareholders to communicate with the members of the Board. In this regard, the Board of Trustees has also adopted a process by which shareholders and other interested parties may communicate with the independent trustees or the chairperson of any of the committees of the Board of Trustees by e-mail or regular mail. Communications by e-mail should be sent to corporatesecretary@libertyproperty.com. Communications by regular mail should be sent to the attention of the Chairperson, Audit Committee, Chairperson, Compensation Committee, or Chairperson, Corporate Governance and Nominating Committee, or to the independent trustees as a group to the Independent Trustees, each c/o the Secretary of the Trust at the address appearing on the notice accompanying this proxy statement.

All communications received in accordance with this process will be reviewed by the Trust's management to determine whether the communication requires immediate action. Management will pass on all communications received, or a summary of such communications, to the appropriate trustee or trustees. However, management reserves the right to disregard any communication that it determines is unduly hostile, threatening, illegal, does not reasonably relate to the Trust or its business, or is similarly inappropriate, and has the authority to discard or disregard any inappropriate communications or to take other appropriate actions with respect to any such inappropriate communications.

Shareholder nominations for election to the Board of Trustees should be sent to the attention of the Secretary of the Trust at the address appearing on the notice accompanying this proxy statement, describe the nominee's qualifications and be accompanied by the nominee's written statement of willingness and affirmative desire to serve representing the interest of all shareholders. Shareholders may also make nominations directly by following the procedure specified in the Trust's By-laws.

Nominees proposed by shareholders will be considered using the same criteria and in the same manner utilized by the Corporate Governance and Nominating Committee of the Board of Trustees in considering all nominees for election to the Board. See "Committees of the Board of Trustees—Corporate Governance and Nominating Committee."

The Board has instituted regularly scheduled executive sessions of the Board of Trustees, whereby non-management trustees meet at least twice each year, and the independent trustees at least once each year, in executive sessions. The chairpersons of the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee will rotate presiding over these sessions.

All proposals of any shareholder of the Trust that such shareholder wishes to be presented at the 2011 Annual Meeting of Shareholders and included in the proxy statement and form of proxy prepared for that meeting must be received by the Trust at its principal executive offices no later than December 21, 2010 to be considered for inclusion in such proxy statement and form of proxy. Any such proposal must be submitted in writing to the Secretary of the Trust at the address appearing on the notice accompanying this proxy statement. A proposal which does not comply with the applicable requirements of Rule 14a-8 under the Exchange Act will not be included in management's proxy soliciting material for the 2011 Annual Meeting of Shareholders.

A shareholder of the Trust may wish to have a proposal presented at the 2010 Annual Meeting of Shareholders, but not to have such proposal included in the Trust's proxy statement and form of proxy relating to that meeting. Pursuant to Section 13(a)(2) of the Trust's By-laws, notice of any such proposal must be received by the Trust between February 20, 2011 and March 21, 2011. If it is not received during this period, such proposal shall be deemed "untimely" for purposes of Rule 14a-4(c) under the Exchange Act, and, therefore, the proxies will have the right to exercise discretionary voting authority with respect to such proposal. Any such proposal must be submitted in writing to the Secretary of the Trust at the address appearing on the notice accompanying this proxy statement.

The cost of the solicitation of proxies will be borne by the Trust. In addition to the use of the mail, solicitations may be made by telephone and personal interviews by officers, trustees and regularly engaged employees of the Trust. The Trust may engage a proxy solicitor to distribute the Trust's shareholder materials and solicit proxies. The Trust may agree to pay a fee for such services and to reimburse the solicitor for all reasonable disbursements. Any such fee is estimated to be approximately $7,500. Brokerage houses, custodians, nominees and fiduciaries will be requested to forward this proxy statement to the beneficial owners of the shares held of record by such persons, and the Trust will reimburse them for their charges and expenses in this connection.

The Trust will provide without charge to each person solicited by this proxy statement, at the written request of any such person, a copy of the Trust's Annual Report on Form 10-K (including the financial statements and the schedules thereto) as filed with the Securities and Exchange Commission for its most recent fiscal year. Such written requests should be directed to the Vice President of Investor Relations at the address of the Trust appearing on the Notice of Annual Meeting that accompanies this proxy statement.

Article II, Section 2.2 of our Declaration of Trust shall be amended and replaced in its entirety by the following:

PROXY
LIBERTY PROPERTY TRUST
500 Chesterfield Parkway
Malvern, Pennsylvania 19355

The undersigned shareholder of LIBERTY PROPERTY TRUST (the "Trust") hereby appoints William P. Hankowsky and Robert E. Fenza, and each of them acting individually, as the attorney and proxy of the undersigned, with the powers the undersigned would possess if personally present, and with full power of substitution, to vote all shares of beneficial interest of the Trust which the undersigned would be entitled to vote if personally present at the annual meeting of shareholders of the Trust to be held on May 20, 2010, at 11:00 a.m., local time, at The Desmond Hotel, One Liberty Boulevard, Malvern, Pennsylvania 19355, and any adjournment or postponement thereof, upon all subjects that may properly come before the meeting, including the matters described in the proxy statement furnished herewith, subject to any directions indicated on the reverse side.

The Board of Trustees recommends a vote FOR each of the nominees of the Board of Trustees in the election of trustees, FOR the proposal to amend the Declaration of Trust to eliminate the classification of our Board of Trustees and FOR ratification of the selection of Ernst & Young LLP as the Trust's independent registered public accounting firm for 2010.

This proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder(s). If no direction is made, this proxy will be voted "FOR" each of the nominees of the Board of Trustees in the election of trustees, "FOR" the proposal to amend the Declaration of Trust to eliminate the classification of our Board of Trustees, and "FOR" ratification of the selection of Ernst & Young LLP as the Trust's independent registered public accounting firm for 2010. This proxy also delegates discretionary authority to vote with respect to any other business that may properly come before the meeting or any adjournment or postponement thereof.

Important Notice Regarding the Availability of
Proxy Materials for the Annual Meeting of Shareholders to be Held on May 20, 2010

This proxy statement and our 2009 annual report to shareholders are available at www.libertyproperty.com in the "Investor Relations" section.


1.	Election of three Class I trustees to hold office until 2013 (or, if the proposal to eliminate the classification of our Board of Trustees is approved, until 2011).
Nominees: (01) J. Anthony Hayden, (02) M. Leanne Lachman and (03) Stephen D. Steinour
	FOR o	WITHHELD o



		FOR ALL NOMINEES, EXCEPT AS NOTED ABOVE.
2.	Approval of the proposal to eliminate the classification of our Board of Trustees.
	FOR o	AGAINST o	ABSTAIN o
3.	Approval of the proposal to ratify the selection of Ernst & Young LLP as the Trust's independent registered public accounting firm for 2010.
	FOR o	AGAINST o	ABSTAIN o
				MARK HERE FOR ADDRESS o CHANGE AND NOTE AT LEFT
	The undersigned hereby acknowledges receipt of the notice of annual meeting, the proxy statement furnished in connection therewith and the annual report to shareholders and hereby ratifies all that the said attorneys and proxies may do by virtue hereof.
	NOTE: Please mark, date and sign this proxy card and return it in the enclosed envelope. Please sign as your name appears hereon. If shares are registered in more than one name, all owners should sign. If signing in a fiduciary or representative capacity, please give full title and attach evidence of authority. Corporations please sign with full corporate name by a duly authorized officer and affix corporate seal.

From Philadelphia: Take the Schuylkill Expressway (I-76) West. Follow I-76 to Route 202 South. Take Route 202 South to the Great Valley/Route 29 North Exit. At the end of the ramp, proceed through the light onto Liberty Blvd. The Hotel will be on the right.

From Philadelphia Airport: Take I-95 South to 476 North. Follow 476 North to the Schuylkill Expressway (I-76) West to Route 202 South. Take Route 202 South to the Route 29 North Exit. At the end of the ramp, proceed through the light onto Liberty Blvd. The Hotel will be on the right.

From Wilmington and Points South (Delaware and Maryland): Take I-95 North to Route 202 North. Follow Route 202 North to the Great Valley/Route 29 North Exit. At the end of the ramp, turn right onto Matthews Road. Turn right at next light onto 29 North. Turn right at second light onto Liberty Blvd. The Hotel will be on the left.

From New York and Points North: Take the New Jersey Turnpike South to Exit 6, the Pennsylvania Turnpike Extension. Follow the Turnpike West to Exit 326, Valley Forge. Take Route 202 South to the Great Valley/Route 29 North Exit. At the end of the ramp, proceed through the light onto Liberty Blvd. The Hotel will be on the right.

From Harrisburg and Points West: Take the PA Turnpike East to Exit 326, Valley Forge. Take Route 202 South to the Great Valley/Route 29 North Exit. At the end of the ramp, proceed through the light onto Liberty Blvd. The Hotel will be on the right.


Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
o		Preliminary Proxy Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material under §240.14a-12


Alexandria Real Estate Equities, Inc.		Franklin Street Properties Corp.
AMB Property Corporation		Highwoods Properties, Inc.
BioMed Realty Trust, Inc.		HRPT Properties Trust
Boston Properties, Inc.		Kilroy Realty Corporation
Brandywine Realty Trust		Mack-Cali Realty Corporation
Corporate Office Properties Trust		Maguire Properties, Inc.
Cousins Properties Incorporated		Parkway Properties, Inc.
DCT Industrial Trust		ProLogis
Douglas Emmett, Inc.		PS Business Parks, Inc.
Duke Realty Corporation		SL Green Realty Corp.
EastGroup Properties, Inc.		Washington Real Estate Investment Trust
First Industrial Realty Trust, Inc.

Name

William P. Hankowsky	104,992	20,648	20,649
George J. Alburger, Jr.	48,285	9,505	9,505
Robert E. Fenza	44,664	8,792	8,792
James J. Bowes	39,232	7,722	7,723
Michael T. Hagan	38,628	7,604	7,604

	Number of RSUs Earned

Name	RSU Award		Resulting from Application of Percent Multiplier		Dividends		Total
William P. Hankowsky		6,883		2,065		443		9,391
George J. Alburger, Jr.		3,168		950		204		4,322
Robert E. Fenza		2,931		879		189		3,999
James J. Bowes		2,574		772		166		3,512
Michael T. Hagan		2,535		761		163		3,459

	Number of RSUs Earned

Name	RSU Award		Resulting from Application of Percent Multiplier		Dividends		Total
William P. Hankowsky		4,487		1,346		375		6,208
George J. Alburger, Jr.		2,066		620		173		2,859
Robert E. Fenza		1,911		573		160		2,644
James J. Bowes		1,678		503		140		2,321
Michael T. Hagan		1,652		496		138		2,286



		By Order of the Board of Trustees,
		James J. Bowes Secretary

Name	Amount

William P. Hankowsky	$	549,045
George J. Alburger, Jr.	$	340,000
Robert E. Fenza	$	308,210
James J. Bowes	$	274,040
Michael T. Hagan	$	268,736

Name	Amount

William P. Hankowsky	$	439,215	22,054
George J. Alburger, Jr.	$	272,000	13,655
Robert E. Fenza	$	246,568	12,378
James J. Bowes	$	219,245	11,003
Michael T. Hagan	$	214,976	10,795

Name

William P. Hankowsky	84,337	12,840	12,840
George J. Alburger, Jr.	38,822	5,910	5,910
Robert E. Fenza	35,910	5,467	5,467
James J. Bowes	31,543	4,802	4,802
Michael T. Hagan	31,057	4,728	4,728

	Option Awards				Share Awards

Name	Number of Shares Acquired on Exercise		Value Realized on Exercise		Number of Shares Acquired on Vesting		Value Realized on Vesting
William P. Hankowsky		—		—		14,291	$	269,438
George J. Alburger, Jr.		128,040	$	1,225,086		40,527	$	900,040
Robert E. Fenza		—		—		3,542	$	65,211
James J. Bowes		45,348	$	365,890		2,986	$	54,988
Michael T. Hagan		—		—		9,155	$	176,527

Plan Category		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights

Equity Compensation Plans Approved by Security Holders	3,184,082	$	32.61	9,142,276
Equity Compensation Plans Not Approved by Security Holders	—		—	—

Total	3,184,082	$	32.61	9,142,276

Age		Amount to Vest

55-56	10	Options and restricted shares that would have vested in accordance with their terms during the 12 month period after the named executive officer's retirement shall vest as of the date of retirement
57-58	8	Options and restricted shares that would have vested in accordance with their terms during the 24 month period after the named executive officer's retirement shall vest as of the date of retirement

		Termination by Trust Not For Cause		Retirement		Death or Disability		Termination Within Two Years Following a Change of Control

Cash Severance		$	738,590	$	—	$	738,590	$	3,285,935
Value of Accelerated Share-Based Awards			—		752,931		4,279,449		4,279,449
Excise Tax Gross-Up			—		—		—		1,970,945

	Total	$	738,590	$	752,931	$	5,018,039	$	9,536,329

		Termination by Trust Not For Cause		Retirement		Death or Disability		Termination Within Two Years Following a Change of Control

Cash Severance		$	685,941	$	—	$	685,941	$	2,274,802
Value of Accelerated Share-Based Awards			—		2,415,602		1,652,388		1,652,388
Excise Tax Gross-Up			—		—		—		—

	Total	$	685,941	$	2,415,602	$	2,338,329	$	3,927,190

		Termination by Trust Not For Cause			Death or Disability		Termination Within Two Years Following a Change of Control

Cash Severance		$	704,866	—	$	704,866	$	2,103,318
Value of Accelerated Share-Based Awards			—	—		1,185,394		1,185,394
Excise Tax Gross-Up			—	—		—		—

	Total	$	704,866	—	$	1,890,260	$	3,288,712

		Termination by Trust Not For Cause		Retirement		Death or Disability		Termination Within Two Years Following a Change of Control

Cash Severance		$	500,545	$	—	$	500,545	$	1,859,293
Value of Accelerated Share-Based Awards			—		69,282		1,038,596		1,038,596
Excise Tax Gross-Up			—		—		—		—

	Total	$	500,545	$	69,282	$	1,539,141	$	2,897,889

		Termination by Trust Not For Cause			Death or Disability		Termination Within Two Years Following a Change of Control

Cash Severance		$	578,442	—	$	578,442	$	1,828,079
Value of Accelerated Share-Based Awards			—	—		1,336,545		1,336,545
Excise Tax Gross-Up			—	—		—		—

	Total	$	578,442	—	$	1,914,987	$	3,164,624