Nonqualified Supplemental Executive Retirement Agt--Douglas S. Grayson



 Exhibit 10.69 
 NONQUALIFIED SUPPLEMENTAL 
 EXECUTIVE RETIREMENT AGREEMENT 
 (As Amended and Restated Effective January 1, 2009) 
 THIS AGREEMENT, dated as of the 30th day of December, 2008, is between Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust (the “Trust”), and Douglas S. Grayson (the
“Executive”), an officer of the Trust. 
 WHEREAS, the Trust desires to continue to provide a nonqualified supplemental
executive retirement benefit to the Executive as hereinafter provided, in accordance with the terms of the amended and restated Employment Agreement entered into by the Trust and the Executive in December 2008; 
 WHEREAS, the supplemental retirement benefits credited to the Executive’s account before January 1, 2005 were vested upon such crediting
so that such benefits (plus earnings therein) are not subject to the deferred compensation rules set forth in section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations issued thereunder;

 WHEREAS, in order to preserve the application of federal tax law other than section 409A to such benefits, the terms and conditions
governing such benefits may not be materially modified after October 3, 2004; and 
 WHEREAS, in order to preserve such terms and
conditions and to set forth different terms and conditions applicable to the Executive’s post-2004 benefits, the Trust and the Executive desire to restate this Agreement; 
 NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto,
intending to be legally bound hereby, agree as follows: 
 1. Supplemental Retirement Benefit. The Trust shall continue a bookkeeping
account for the Executive and shall credit such account each fiscal year beginning January 1, 2009 or later with a deemed contribution of $25,000. Such deemed contributions shall be credited as of January 1 of the applicable fiscal year
and shall earn interest at the rate of 10 percent, compounded annually. 
 2. Vesting. The Executive shall be fully vested in all
amounts credited to his account at all times. 
 3. Payments to Executive 
 (a) Pre-2005 Account. Upon termination of the Executive’s employment with the Trust for any reason, the Trust shall pay to the Executive the
amount 








 
credited to his account as of December 31, 2004, plus earnings thereon after December 31, 2004 (the “Pre-2005 Account”) in a single sum
within 60 calendar days after such termination of employment. If the Executive’s employment is terminated due to his death, such amount shall be paid to the Executive’s beneficiary, as designated on the attached Exhibit A. 
 (b) Post-2004 Account. Upon termination of the Executive’s employment with the Trust (within the meaning of subparagraph (c)(1) below) for
any reason, the Trust (subject to subparagraph (c)(2) below) shall pay to the Executive the amount credited to his account on and after January 1, 2005, plus earnings thereon (the “Post-2004 Account”) in a single sum within 60
calendar days after such termination of employment. If the Executive’s employment is terminated due to his death, such amount shall be paid to the Executive’s beneficiary, as designated on the attached Exhibit A, within 60 calendar days
after the Executive’s death. 
 (c) Rules to Effect Compliance with (or Exemption from) Section 409A of Code 
 (1) Termination of Employment. The Executive shall only have incurred a termination of employment from the Trust for purposes of the Post-2004
Account if the Executive has separated from service with all entities in the group of entities under common control with the Trust, within the meaning of sections 414(b) and 414(c) of the Code (using the phrase “at least 50 percent” rather
than the phrase “at least 80 percent,” where applicable). The determination of whether the Executive has had a termination of employment from the Trust shall be made by the Executive Compensation and Human Resources Committee of the Board
of Trustees of the Trust, applying the rules set forth in Treas. Reg. §1.409A-1(h) and any amendment thereof or successor thereto. 
 (2) Required Delay for Some Payments. Notwithstanding the payment date set forth in subparagraph (b) above, if the Executive is a “specified employee,” as defined in Treas. Reg. §1.409A-1(i) and any amendment
thereof or successor thereto, on the date his termination of employment from the Trust occurs, his Post-2004 Account will not be paid to him under subparagraph (b) above during the first six months after his termination of employment, and will
instead be paid to him on the first business day of the seventh calendar month following the calendar month of such termination of employment. 
 4. Section 409A Compliance. Except for amounts credited to the Executive’s Pre-2005 Account, this Agreement is intended to comply with the requirements of section 409A of the Code and the final regulations issued thereunder
and shall be construed and interpreted in accordance therewith in order to avoid the imposition of additional tax hereunder. 
 5.
Agreement Unfunded. This Agreement shall be unfunded and the payment of benefits hereunder shall be made from the general assets of the Trust. Any assets which may be set aside, earmarked or identified as being intended for the payment of
benefits under this Agreement shall remain assets of the Trust and shall be subject to the claims of its general creditors. The Executive shall be a general and unsecured creditor of the Trust to the extent of the amount in his accounts, and he
shall have no right, title or interest in any specific asset that the Trust may set aside, earmark or identify as for the payment of benefits under this Agreement. 
  

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 6. Non-Assignability. No benefits under this Agreement shall be subject in any manner to
assignment, anticipation, alienation, sale, transfer, pledge or encumbrance, and any attempt to do so shall be void and unenforceable. Such benefits shall not be subject to or liable for the debts, contracts, liabilities, engagement or torts of the
Executive. 
 7. Amendment and Termination 
 (a) Pre-2005 Account. As for the Pre-2005 Account, this Agreement may be amended or terminated, in whole or in part, upon the mutual agreement of the Executive and the Trust. 
 (b) Post-2004 Account. As for the Post-2004 Account, this Agreement may be amended or terminated, in whole or in part, upon the mutual agreement
of the Executive and the Trust. However, if terminated, the Post-2004 Account shall be paid to the Executive in a single sum pursuant to the rules set forth in Treas. Reg. §1.409A-3(j)(4)(ix) and any amendment thereof or successor thereto.

 8. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Trust, its successors and assigns,
and the Executive and his heirs, executors, administrators and legal representatives. 
 9. Headings. The headings of Paragraphs and
subparagraphs of this Agreement are for the convenience of reference only. In the event of a conflict between a heading and the content of a Paragraph or subparagraph, the content of the Paragraph or subparagraph shall control. 
 10. Governing Law. This Agreement shall be construed in accordance with, and governed by, the laws of the Commonwealth of Pennsylvania (without
reference to the principles of conflict of laws). 
 IN WITNESS WHEREOF, the Trust has caused this Agreement to be duly executed by its duly
authorized officer, and the Executive has hereunto set his hand and seal, all as of the day and year first above written. 
  

			
	PENNSYLVANIA REAL ESTATE
INVESTMENT TRUST
		
	By	 	 /s/    Bruce Goldman

	
	 /s/    Douglas S. Grayson

	Douglas S. Grayson


  

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 EXHIBIT A 
 NONQUALIFIED SUPPLEMENTAL 
 EXECUTIVE RETIREMENT AGREEMENT 
 BENEFICIARY DESIGNATION 
 This form is
for your use pursuant to the Nonqualified Supplemental Executive Retirement Agreement (the “Agreement”), as amended and restated effective as of January 1, 2009, between you and Pennsylvania Real Estate Investment Trust, a
Pennsylvania business trust (the “Trust”), to name a beneficiary for the amount payable to you under the Agreement. You should complete the form, sign it, have it signed by the Trust, and date it. 
 * * * * * 
 I understand that, in the event
my employment with the Trust is terminated due to my death, the amount payable under the Agreement will be paid in a single sum to the beneficiary designated by me below or, if none or if my designated beneficiary predeceases me, to my surviving
spouse or, if none, to my estate. I further understand that the last beneficiary designation filed by me during my lifetime cancels all prior beneficiary designations previously filed by me under the Agreement. 
 I hereby state that Leslie Grayson, residing at 1044 2nd Avenue, Royersford, PA 19468, is designated as my beneficiary. 
  
  

					
	  
	 		 	  

	 Signature of Executive
	 		 	Date

 ACCEPTED: 
 PENNSYLVANIA REAL ESTATE INVESTMENT TRUST 

			
		
	 By:
	 	      

		
	 Date:
	 	  


  

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