Pennsylvania Real Estate Investment Trust2007-2009 Restricted Share Unit Program


 Exhibit 10.2 
 PENNSYLVANIA REAL ESTATE INVESTMENT TRUST 
 2007-2009 RESTRICTED SHARE UNIT PROGRAM 
 (Established under the Pennsylvania Real Estate 
 Investment Trust 2003 Equity Incentive Plan) 






 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page
	   1.
	  	PURPOSES	  	1
			
	   2.
	  	DEFINITIONS	  	1
			
	   3.
	  	AWARD AGREEMENT	  	4
			
	   4.
	  	PERFORMANCE GOAL; DELIVERY OF SHARES	  	4
			
	   5.
	  	BENEFICIARY DESIGNATION	  	7
			
	   6.
	  	DELIVERY TO GUARDIAN	  	7
			
	   7.
	  	SOURCE OF SHARES	  	7
			
	   8.
	  	CAPITAL ADJUSTMENTS.	  	8
			
	   9.
	  	TAX WITHHOLDING.	  	8
			
	 10.
	  	ADMINISTRATION	  	8
			
	 11.
	  	AMENDMENT AND TERMINATION	  	8
			
	 12.
	  	HEADINGS	  	8
			
	 13.
	  	INCORPORATION OF PLAN BY REFERENCE	  	8
		
	APPENDIX A	  	1
		
	APPENDIX B	  	1
		
	APPENDIX C	  	1







 PENNSYLVANIA REAL ESTATE INVESTMENT TRUST 
 2007-2009 RESTRICTED SHARE UNIT PROGRAM 
 (Established under the Pennsylvania Real
Estate 
 Investment Trust 2003 Equity Incentive Plan) 
 PREAMBLE 
 WHEREAS, Pennsylvania Real Estate Investment Trust (the “Trust”)
established, and its shareholders approved, the Pennsylvania Real Estate Investment Trust 2003 Equity Incentive Plan (the “Plan”), primarily in order to award equity-based benefits to certain officers and other key employees of the Trust
and its “Related Corporations” and “Subsidiary Entities” (both as defined in the Plan); 
 WHEREAS, one kind of an
equity-based benefit that can be awarded under the Plan is a “Performance Share,” defined in the Plan as “an Award that entitles the recipient to receive Shares, without payment, following the attainment of designated individual or
Corporate Performance Goals”; 
 WHEREAS, the Trust’s Executive Compensation and Human Resources Committee (the
“Committee”) is responsible for the administration of the Plan and may, pursuant to the powers granted to it thereunder, adopt rules and regulations for the administration of the Plan and determine the terms and conditions of each award
granted thereunder; 
 WHEREAS, the Committee desires to establish a program for the 2007 through 2009 period under the Plan for the
benefit of certain officers of the Trust and PREIT Services, LLC (one of the Trust’s Subsidiary Entities) whereby such officers would receive Performance Shares under the Plan, based on the extent to which the Trust attains the corporate goal
set forth in the program; and 
 WHEREAS, the Committee established in writing the objective performance goals for use under the
program, within the meaning of Treas. Reg. §1.162-27(e)(2)(i), in its February 21, 2007 meeting; 
 NOW, THEREFORE,
effective as of January 1, 2007, the Pennsylvania Real Estate Investment Trust 2007-2009 Restricted Share Unit Program is hereby adopted (under the Plan) by the Committee, with the following terms and conditions: 
 1. Purposes. The purposes of the Program are to motivate certain officers of the Employer to reach and exceed challenging goals for the Trust of
profitability and growth, and to focus the attention of the eligible officers on a critical financial indicator used to measure the success of the Trust and of other companies in the same business as the Trust. 
 2. Definitions 
 (a)
“Award” means an award of Restricted Share Units to a Participant. 






 (b) “Award Agreement” means a written document evidencing the grant to a Participant of
an Award, as described in Section 10.1 of the Plan. 
 (c) “Base Units” means the number of Restricted Share Units set
forth in the Award Agreement (increased by any additional Restricted Share Units “purchased” pursuant to Section 4(e) hereof) by which the number of Shares that may be delivered to a Participant is measured. 
 (d) “Board” means the Board of Trustees of the Trust. 
 (e) “Business Combination” means “Business Combination” as such term is defined in the definition of “Change in Control.” 
 (f) “Cause” means “Cause” as such term is defined in a Participant’s Employment Agreement or, if the Participant is not a
party to an Employment Agreement, then (solely for purposes of this Program) as set forth below – 
 (1) Fraud in connection with the
Participant’s employment; theft, misappropriation or embezzlement of funds of the Trust or its affiliates; or a willful violation of the provisions of the Trust’s Code of Business Conduct with respect to the purchase or sale of securities
of the Trust; 
 (2) Indictment of the Participant for a crime involving moral turpitude; 
 (3) Failure of the Participant to perform his or her duties to the Employer (other than on account of illness, accident, vacation or leave of absence)
that persists – after written demand for substantial performance which specifically identifies the manner in which the Participant has failed to perform – for more than 30 calendar days after such notice to him or her; or 
 (4) The Participant’s repeated abuse of alcohol or drugs. 
 (g) “Change in Control” means “Change in Control” as such term is defined in a Participant’s Employment Agreement or, if the Participant is not party, to an Employment Agreement, then
as defined in the Plan. 
 (h) “Code” means the Internal Revenue Code of 1986, as amended. 
 (i) “Committee” means the Executive Compensation and Human Resources Committee of the Board, which Committee has developed the Program
and has the responsibility to administer the Program under Section 3 of the Plan and Section 10 hereof. 
 (j) “Corporate
Goal” means the specific performance goal, set forth in Section 4(a) hereof, which must be achieved in order for a Participant to receive Shares under an Award. 
 (k) “DER” means “DER” (dividend equivalent right) as such term is defined in the Plan. 
  

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 (l) “Disability Termination” means the termination of a Participant’s employment
under the disability provisions of the Participant’s Employment Agreement or, if the Participant is not a party to an Employment Agreement, then as a result of a “Disability” as defined in the Plan. 
 (m) “Effective Date” means January 1, 2007. 
 (n) “Employer” means, collectively and individually (as applicable), the Trust and Services, and any other “Related Corporation” or “Subsidiary Entity” (both as defined in the
Plan) that becomes an Employer under the Plan with the consent of the Trust. 
 (o) “Employment Agreement” means the written
agreement entered into by a Participant and an Employer (if any) setting forth the terms and conditions of the Participant’s employment, as amended at any applicable time. 
 (p) “Good Reason” means “Good Reason” as such term is defined in a Participant’s Employment Agreement or, if the
Participant is not a party to an Employment Agreement, then the relocation of the Participant’s principal business office outside the metropolitan Philadelphia area without the consent of the Participant. 
 (q) “Measurement Period” means the period beginning on the Effective Date and ending on the earlier of December 31, 2009 or the
date of a Change in Control (provided that, if the Change in Control arises from a Business Combination, the Measurement Period shall end on the date of the closing or effectiveness of the Business Combination, as applicable). 
 (r) “Participant” means each individual who has received an Award under the Program. 
 (s) “Plan” means the Pennsylvania Real Estate Investment Trust 2003 Equity Incentive Plan, as it may be amended from time to time.

 (t) “Program” means the Pennsylvania Real Estate Investment Trust 2007-2009 Restricted Share Unit Program (established
under the Plan), as it may be amended from time to time. 
 (u) “Restricted Share Unit” or “RSU” means an
Award of a “Performance Share,” as such term is defined in the Plan. 
 (v) “Services” means PREIT Services, LLC,
a Delaware limited liability company. 
 (w) “Shares” means “Shares” as such term is defined in the Plan.

 (x) “Subsidiary Entity” means “Subsidiary Entity” as defined in the Plan. 
 (y) “Trust” means Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust. 
 (z) “Trustee” means a member of the Board. 
  

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 3. Award Agreement. Each Participant shall be issued an Award Agreement setting forth the initial
number of Base Units awarded to the Participant and entitling the Participant to receive the number of Shares determined under Section 4 hereof based on the extent to which the Corporate Goal is achieved. Such Base Units shall be subject to the
adjustments described in Section 8 hereof. Each Award Agreement and the Shares which may be delivered thereunder are subject to the terms of this Program and the terms of the Plan. 
 4. Performance Goal; Delivery of Shares 
 (a) If, for the Measurement Period, the Trust’s performance, based on its “TRS” (as defined below), equals or exceeds the “Threshold” (as defined below), then the Trust shall deliver to each Participant the number
of Shares (rounded down to the nearest whole number of Shares) determined by first multiplying the whole percentile (expressed as a percentage equal to the percentile rounded up for fractions of one-half or greater) at which the Trust’s TRS for
the Measurement Period places the Trust among the component members of the “MSCI US REIT Index” (as defined below) for the Measurement Period, each ranked pursuant to such TRS, by two, and then multiplying that product by the
Participant’s Base Units; provided, however, that the number of Shares that may be delivered shall not exceed 150% of the Participant’s Base Units. Shares will be delivered under the Program to the extent that Shares remain available under
the Plan. If the total number of Shares to be delivered exceeds the number of Shares available under the Plan, then the number of Shares for each Participant will be reduced on a pro rata basis based on each individual Participant’s Base Units
as compared to the total of all Participants’ Base Units. If, for the Measurement Period, the Trust’s performance, based on its TRS, does not equal or exceed the Threshold, the Trust shall not deliver any Shares to the Participants. Also,
except as provided in subsection (c) below, a Participant must be employed by an Employer on the last day of the Measurement Period in order to receive any Shares under this Program. See Appendix A attached hereto for examples illustrating the
operation of this Section. 
 (b) Definitions for this Section. The following terms shall be defined as set forth below: 

(1) “MSCI US REIT Index” means the MSCI US REIT Index’s gross index (as it may be renamed from time to time) or, in the event
such index shall cease to be published, such other index as the Committee shall determine to be comparable thereto. 
 (2) “Share
Value” means, as applicable and except as provided in the following sentence, the average of the closing prices of one Share on the New York Stock Exchange (the “NYSE”) (or, if not then listed on the NYSE, on the principal market
or quotation system on which then traded) for (i) the 20 days on which Shares were traded prior to the Effective Date (for the value of a Share on the Effective Date); (ii) the 20 days on which Shares were traded prior to and including the
last day of the Measurement Period (for the value of a Share on the last day of the Measurement Period); or (iii) the 20 days on which the Shares were traded prior to and including the applicable dividend payment date (for the
“purchase” of additional RSUs under subsection (e) below). In the event of a Business Combination approved by the shareholders of the Trust on or prior to December 31, 2009, Share Value shall mean the final price per Share agreed
upon by the parties to the Business Combination. 
  

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 (3) “Threshold” means that, for
the Measurement Period, the Trust’s TRS places the Trust at least at the 25th percentile among the component
members (including the Trust) of the MSCI US REIT Index at the end of the Measurement Period (ranked based upon each such member’s TRS for the Measurement Period). 
 (4) “TRS” means total return to shareholders for the Measurement Period, as calculated by the MSCI US REIT Index for the Trust and for the other component members of such index. 
 (c) Termination of Employment. A Participant’s Award Agreement shall provide that if, prior to the last day of the Measurement Period, the
Participant’s employment with the Employer terminates for any reason (including death, a Disability Termination, termination for Good Reason, or termination by an Employer for reasons other than Cause), the Participant – subject to
paragraphs (1) and (2) below – shall forfeit all of the Base Units (and all of the Shares that may have become deliverable with respect to such Base Units) subject to the RSUs the Participant was granted under the Program. 

(1) Committee Discretion. Notwithstanding the first sentence of this subsection (c), the Committee may, on its own initiative or upon the
recommendation of the Chief Executive Officer of the Trust (but in the Committee’s sole discretion), amend the Participant’s Award Agreement to permit the Participant (or the Participant’s beneficiary(ies), if applicable) to receive
Shares under the Program, provided the Trust’s TRS equals or exceeds the Threshold for the Measurement Period. Such amendment may provide for the Participant to receive such number of Shares following the end of the Measurement Period as the
Committee shall determine, provided that such number of Shares shall not exceed the number of Shares that the Participant would have received under the original Award Agreement had such Participant been an employee at the end of the Measurement
Period. 
 (2) Termination Before Change in Control. Notwithstanding the first sentence of this subsection (c), if the Participant
terminates his or her employment with the Employer for Good Reason or if the Employer terminates the Participant’s employment for reasons other than Cause, in either case within the one-year period preceding a Change in Control (provided that,
if the Change in Control arises from a Business Combination, the one-year period shall be measured from the date of the closing or effectiveness of the Business Combination, as applicable), the Participant (or the Participant’s
beneficiary(ies), if applicable) shall be eligible to receive Shares under the Program (if any) as though the Participant had remained employed by the Employer through the end of the Measurement Period. 
 (d) Determination of Performance; Share Delivery. Within 30 days after the end of the Measurement Period, the Committee shall provide each
Participant with a written determination of whether the Trust did or did not attain the Corporate Goal for the Measurement Period (and, if applicable, the extent to which the Corporate Goal was attained) and the calculations used to make such
determination. If Shares are to be delivered under the Program, they shall be delivered to Participants on March 1, 2010 (unless a Participant elects otherwise pursuant to subsection (f) below) or, if a Change in Control occurs before
January 1, 2010, on the fifth day after the last day of the Measurement Period ending on (or, if applicable, after) the Change in Control. 
  

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 (e) DERs. Participants shall be awarded DERs with respect to their initial number of Base Units.
Each DER will be expressed as a specific dollar amount (the “Dollar Amount”) equal to the dollar amount of the dividend paid on an actual Share on a specific date (the “Dividend Date”) multiplied by the Participant’s initial
number of Base Units. Until the end of the Measurement Period, the Committee will apply the Dollar Amount to “purchase” a number of additional RSUs equal to the Dollar Amount divided by the Share Value. The delivery of Shares under such
additional RSUs shall also be subject to the attainment of the Corporate Goal set forth in subsection (a) above. DERs shall also be awarded on such additional RSUs and applied in the same manner (thereby increasing the Participant’s Base
Units on a cumulative basis). RSUs deemed purchased with DERs hereunder may be whole or fractional units. 
 Participants who make a deferral
election under subsection (f) below shall also be awarded DERs under the Plan with respect to their deferred Shares. Each such DER will be expressed as a Dollar Amount equal to the dollar amount of the dividend paid on an actual Share on a
Dividend Date during the deferral period multiplied by the number of Shares still deferred by the Participant as of the Dividend Date. The Committee will apply the Dollar Amount to “purchase” notional shares (on which DERs thereafter will
also be awarded and applied in the same manner) at the closing price of a Share on the Dividend Date. Notional shares deemed purchased with DERs hereunder may be whole or fractional shares. DERs expressed as a Dollar Amount will continue to be
applied to “purchase” notional shares on Dividend Dates until all of the Participant’s deferred Shares are delivered to the Participant (or to his or her beneficiary(ies), if applicable), as elected in his or her deferral election
agreement. A Participant’s notional shares “purchased” with DERs awarded with respect to his or her deferred Shares shall be 100% vested at all times. 
 The Trust shall establish a bookkeeping account (the “DER Account”) for each such Participant and credit to such account the number of whole and fractional additional RSUs and notional shares deemed
purchased with the Dollar Amounts. The Participant’s additional RSUs and notional shares shall be subject to the adjustments described in Section 8 hereof. All whole additional RSUs (for which Shares become deliverable under this Section)
and whole notional shares credited to a Participant’s DER Account shall be replaced by issued Shares on a one-to-one basis on the delivery date referred to in subsection (d) above, and the fractional additional RSUs (for which Shares
become deliverable under this Section) and fractional notional shares credited to a Participant’s DER Account shall be aggregated and replaced by issued Shares (and with cash in lieu of a fractional Share) based on the closing price of a Share
on the replacement date, and delivered to the Participant (or to his or her beneficiary(ies), if applicable) on the date the associated Shares are delivered to the Participant. 
 (f) Elective Deferrals. Except in the event of delivery on account of a Change in Control, if Shares are to be delivered under the Program, a
Participant may elect to defer delivery (and the Trust shall defer issuance) of all or a portion of the Shares until, as specified in the Participant’s deferral election agreement, (i) the Participant’s separation from service from
the Trust’s controlled group of entities and/or (ii) a date chosen by the Participant. The Participant may also elect in the deferral election agreement to receive Shares upon the occurrence of an “unforeseeable emergency,” as
defined in section 409A(a)(2)(B)(ii) of the Code, to the extent not prohibited by that section of the Code and regulations issued thereunder. If a Change in Control or the Participant’s death occurs during the deferral period, the
Participant’s Shares (and cash attributable to DERs) shall be delivered in a single sum to the 

  

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Participant or to the Participant’s beneficiary(ies) (as applicable) on the 30th day after the Change in Control (provided that, if the Change in Control arises from a Business Combination, the Change in Control shall be deemed to occur on
the date of the closing or effectiveness of the Business Combination, as applicable) or the Participant’s death (as applicable). 
 A
Participant’s deferral election agreement must be submitted to the Committee no later than June 30, 2009 in order to be effective; otherwise, Shares (and cash attributable to DERs) deliverable to the Participant, if any, will be delivered
on March 1, 2010. Unless the delivery of deferred Shares is occasioned by either of the events described in the last sentence of the preceding paragraph, if deferred Shares are to be delivered to a Participant who is a “specified
employee,” as defined in section 409A(a)(2)(B)(i) of the Code, upon his or her separation from service from the Trust’s controlled group of entities, the Trust shall issue and deliver such deferred Shares (and cash attributable to DERs) on
the date that is six months after the date of his or her separation from service. A deferral election agreement shall be substantially in the form set forth in Appendix B attached hereto. 
 The Committee shall administer the delivery of Shares (and cash attributable to DERs) under an election made pursuant to this subsection
(f) and the underlying deferral election agreement in accordance with section 409A of the Code and regulations and other guidance issued thereunder. 
 5. Beneficiary Designation 
 (a) Each Participant shall designate the person(s) as the
beneficiary(ies) to whom the Participant’s Shares shall be delivered in the event of the Participant’s death prior to the delivery of the Shares to him or her. Each beneficiary designation shall be substantially in the form set forth in
Appendix C attached hereto and shall be effective only when filed with the Committee during the Participant’s lifetime. 
 (b) Any
beneficiary designation may be changed by a Participant without the consent of any previously designated beneficiary or any other person by the filing of a new beneficiary designation with the Committee. The filing of a new beneficiary designation
shall cancel all beneficiary designations previously filed. 
 (c) If any Participant fails to designate a beneficiary in the manner provided
above, or if the beneficiary designated by a Participant predeceases the Participant, the Committee shall direct such Participant’s Shares to be delivered to the Participant’s surviving spouse or, if the Participant has no surviving
spouse, then to the Participant’s estate. 
 6. Delivery to Guardian. If Shares are issuable under this Program to a minor, a
person declared incompetent, or a person incapable of handling the disposition of property, the Committee may direct the delivery of the Shares to the guardian, legal representative, or person having the care and custody of the minor, incompetent or
incapable person. The Committee may require proof of incompetence, minority, incapacity or guardianship as the Committee may deem appropriate prior to the delivery. The delivery shall completely discharge the Committee, the Trustees and the Employer
from all liability with respect to the Shares delivered. 
 7. Source of Shares. This Program shall be unfunded, and the delivery of
Shares shall be pursuant to the Plan. Each Participant and beneficiary shall be a general and unsecured creditor of the Employer to the extent of the Shares determined hereunder, and the 

  

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Participant shall have no right, title or interest in any specific asset that the Employer may set aside, earmark or identify as reserved for the delivery of
Shares under the Program. The Employer’s obligation under the Program shall be merely that of an unfunded and unsecured promise to deliver Shares in the future, provided the Corporate Goal is met. 
 8. Capital Adjustments. Calculations required under the Program, the number of Base Units awarded under the Program, and the number of Shares that
may be delivered under the Program shall be adjusted to reflect any increase or decrease in the number of issued Shares resulting from a subdivision (share-split), consolidation (reverse split), share dividend, or other change in the capitalization
of the Trust during the Measurement Period. 
 9. Tax Withholding. The delivery of Shares (and cash, if applicable) to a Participant
or beneficiary under this Program shall be subject to applicable tax withholding pursuant to Section 10.6 of the Plan. 
 10.
Administration. This Program shall be administered by the Committee pursuant to the powers granted to it in Section 3 of the Plan. 
 11. Amendment and Termination. The Committee reserves the right to amend the Program, by written resolution, at any time and from time to time in any fashion, provided any such amendment does not conflict with the terms of the Plan,
and to terminate it at will. However, no amendment or termination of the Program shall adversely affect any Award Agreement already issued under the Program without the written consent of the affected Participant(s). 
 12. Headings. The headings of the Sections and subsections of the Program are for reference only. In the event of a conflict between a heading and
the content of a Section or subsection, the content of the Section or subsection shall control. 
 13. Incorporation of Plan by
Reference. Because the Program is established under the Plan in order to provide for, and determine the terms and conditions of, the granting of certain Awards thereunder, the terms and conditions of the Plan are hereby incorporated by reference
and made a part of this Program. If any terms of the Program conflict with the terms of the Plan, the terms of the Plan shall control. 
  

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 APPENDIX A 
 PENNSYLVANIA REAL ESTATE INVESTMENT TRUST 
 2007-2009 RESTRICTED SHARE UNIT PROGRAM 
 (Established under the Pennsylvania Real Estate 
 Investment Trust 2003 Equity Incentive Plan) 
 EXAMPLES* 
 Example 1. Full
Measurement Period 
 A is a participant in the Pennsylvania Real Estate Investment Trust 2007-2009 Restricted Share Unit Program (the
“Program”). The average closing price per beneficial interest in Pennsylvania Real Estate Investment Trust (a “Share”) for the last 20 trading days before January 1, 2007 is $40, and the average closing price per Share for
the 20 trading days ending on December 31, 2009 is $66. For the three-year period beginning January 1, 2007 and ending December 31, 2009 (the “Measurement Period”), dividends total $9 per Share (and are paid in an equal
amount on a quarterly basis – i.e., $.75 dividend per Share per quarter). 
 Total Return to Shareholders (“TRS”) on one Share
(expressed as a percentage) over the Measurement Period is calculated as follows: 
  

					
	 12/31/09 Value of One Share
	  	$	66	 
	 + Dividends over Measurement Period on One Share
	  	 	+ 9	 
		  	$	75	 
	Divided by 1/1/07 Value of One Share	  	 	/ 40	 
		  	 	1.875	 
		
	TRS	  	 	87.5	%

 Participant A receives a Restricted Share Unit award for 250 “Base Units” (as defined in the Program).
Participant A also receives “DERs” (as defined in the Program) on his Base Units, such that his total number of Base Units on December 31, 2009 is 295.5, calculated as follows: 



	 *
	 The examples set forth in this Appendix A do not show the full calculation of “TRS” (as
defined below) because, for ease of explanation, they do not reflect that each cash dividend paid during the “Measurement Period” (as defined below) is deemed to be reinvested in a fractional notional share of the “Trust” (as
defined below). When actually calculating TRS, each cash dividend will generally be deemed to be reinvested in a fractional notional share by the “MSCI US REIT Index” (as defined below) provided that such deemed reinvestment is consistent
with the index’s methodology.  










											
	 Date
	  	Base Units as
of Date	  	Total Dividend	  	 20-Day
 Average Share Price
	  	 Additional
 RSUs
“Purchased” on
Date

	 1/1/07
	  	250   	  	 	—  	  	 	—  	  	—  
	 3/15/07
	  	250   	  	$	187.50	  	$	42	  	4.5
	 6/15/07
	  	254.5	  	$	190.88	  	$	44	  	4.3
	 9/15/07
	  	258.8	  	$	194.10	  	$	46	  	4.2
	 12/15/07
	  	263   	  	$	197.25	  	$	50	  	3.9
	 3/15/08
	  	266.9	  	$	200.18	  	$	52	  	3.8
	 6/15/08
	  	270.7	  	$	203.03	  	$	54	  	3.8
	 9/15/08
	  	274.5	  	$	205.88	  	$	56	  	3.7
	 12/15/08
	  	278.2	  	$	208.65	  	$	60	  	3.5
	 3/15/09
	  	281.7	  	$	211.28	  	$	58	  	3.6
	 6/15/09
	  	285.3	  	$	213.98	  	$	62	  	3.5
	 9/15/09
	  	288.8	  	$	216.60	  	$	64	  	3.4
	 12/15/09
	  	292.2	  	$	219.15	  	$	66	  	3.3
	 12/31/09
	  	295.5	  	 	—  	  	 	—  	  	—  

 If, as of December 31, 2009, the Trust’s TRS places the Trust at the percentiles listed below among the
component members of the “MSCI US REIT Index” (as defined in the Program) (ranked pursuant to each member’s TRS over the Measurement Period), Participant A would receive the following number of Shares (with fractional Shares settled
in cash): 
  

						
	 Percentile
	  	 Percent of
 Base Units
 Deliverable in Shares
	 	 	Shares
	 Below 25th
	  	0	%	 	0
	 25th
	  	50	%	 	147 (plus cash for .8 Share)
	 40th
	  	80	%	 	236 (plus cash for .4 Share)
	 50th
	  	100	%	 	295 (plus cash for .5 Share)
	 65th
	  	130	%	 	384 (plus cash for .2 Share)
	 75th or
above
	  	150	%	 	443 (plus cash for .3 Share)

 Example 2. Change in Control 
 Assume the same facts as in Example 1, except that a “Change in Control” (as defined in the Program) occurs when the Trust’s shareholders approve a “Business Combination” (as defined in the
Program), which became effective as of October 15, 2008. From the period between January 1, 2007 and October 15, 2008 inclusive, total dividends of $5.25 per Share have been paid. Because of the Change in Control, the Measurement
Period will end on October 15, 2008, rather than December 31, 2009. The final price per Share agreed upon by the parties to the Change in Control is $55. 
  

 A-2 







 “TRS” on one Share (expressed as a percentage) over the Measurement Period (ending October 15, 2008) is
calculated as follows: 
  

					
	 10/15/08 Value of One Share
	  	$	55.00	 
	 + Dividends over Measurement Period on One Share
	  	+ $	5.25	 
		  	$	60.25	 
	 Divided by 1/1/07 Value of One Share
	  	 	/40	 
		  	 	1.506	 
	TRS	  	 	50.6	%
		  			

 As of October 15, 2008, Participant A has 274.5 Base Units. If, as of October 15, 2008, the Trust’s
TRS places the Trust at the percentiles listed below among the component members of the MSCI US REIT Index (ranked pursuant to each member’s TRS over the Measurement Period), Participant A would receive the following number of Shares (with
fractional Shares settled in cash): 
  

						
	 Percentile
	  	 Percent of
 Base Units
 Deliverable in Shares
	 	 	Shares
	 Below 25th
	  	0	%	 	0
	 25th
	  	50	%	 	137 (plus cash for .3 Share)
	 40th
	  	80	%	 	219 (plus cash for .6 Share)
	 50th
	  	100	%	 	274 (plus cash for .5 Share)
	 65th
	  	130	%	 	356 (plus cash for .9 Share)
	 75th or
above
	  	150	%	 	411 (plus cash for .8 Share)

 Example 3. Termination During the Measurement Period 
 Assume the same facts as in Example 1, except that Participant A’s employment is terminated without Cause on May 5, 2008 (and no Change in Control occurs on or
before May 5, 2009). The Committee, upon the recommendation of the Chief Executive Officer of the Trust but in the Committee’s sole discretion, elects to allow the Participant to receive a pro-rated number of Shares based on the
Trust’s performance for the Measurement Period, even though the Participant’s employment terminated before the end of the Measurement Period (see Section 4(c) of the Program). From the period between January 1, 2007 and
May 5, 2008 inclusive, total dividends of $3.75 per Share have been paid. Thus, as of his date of termination, Participant A has 266.9 Base Units. Because Participant A was employed for 491 days of the 1097 days in the Measurement Period, the
Committee decides to award him 45% (491/1097) of the Shares he would have been entitled to if he had remained an employee through the end of the Measurement Period. 
 If, as of December 31, 2009, the Trust’s TRS places the Trust at the percentiles listed below among the component members of the MSCI US REIT Index (ranked pursuant to each member’s TRS over the
Measurement Period), Participant A would receive the following number of Shares (with fractional Shares settled in cash): 
  

 A-3 








									
	 Percentile
	  	 Percent of
 Base Units Deliverable
in Shares
	 	 	Pro-Rated Award	 	 	Shares
	 Below 25th
	  	0	%	 	45	%	 	0
	 25th
	  	50	%	 	45	%	 	60 (plus cash for .1 Share)
	 40th
	  	80	%	 	45	%	 	96 (plus cash for .1 Share)
	 50th 
	  	100	%	 	45	%	 	120 (plus cash for .1 Share)
	 65th
	  	130	%	 	45	%	 	156 (plus cash for .1 Share)
	 75th or
above
	  	150	%	 	45	%	 	180 (plus cash for .2 Share)

  

 A-4 







 APPENDIX B 
 PENNSYLVANIA REAL ESTATE INVESTMENT TRUST 
 2007-2009 RESTRICTED SHARE UNIT PROGRAM 
 (Established under the Pennsylvania Real Estate 
 Investment Trust 2003 Equity Incentive Plan) 
 DEFERRAL ELECTION
AGREEMENT* 
 The Pennsylvania Real Estate Investment Trust 2007-2009 Restricted Share Unit Program effective as of January 1, 2007 (the “Program”), provides a select group of management or highly compensated employees with the ability to
defer a portion of their compensation earned under the Program. The purpose of this Deferral Election Agreement is to allow you to defer the delivery of all or a portion of the Shares (and Shares deliverable with respect to dividend equivalent
rights (“DERs”) awarded thereon) that are otherwise deliverable to you under the Program until one of the events selected below occurs. 
 AFTER
YOU SIGN THIS DEFERRAL ELECTION AGREEMENT AND IT IS ACCEPTED BY PENNSYLVANIA REAL ESTATE INVESTMENT TRUST (THE “TRUST”), YOU MAY NOT REVOKE IT AFTER JUNE 30, 2009. IF YOU DECIDE SUBSEQUENTLY TO CHOOSE A LATER DELIVERY DATE, YOU MUST SUBMIT
A NEW DEFERRAL ELECTION AGREEMENT AT LEAST 12 MONTHS PRIOR TO YOUR ORIGINAL DELIVERY DATE AND YOUR NEW DELIVERY DATE MUST BE AT LEAST FIVE YEARS AFTER YOUR ORIGINAL DELIVERY DATE. YOU MAY NOT, UNDER ANY CIRCUMSTANCES, ACCELERATE THE DELIVERY OF YOUR
PERFORMANCE SHARES (OR THE SHARES DELIVERABLE WITH RESPECT TO ANY DERS AWARDED THEREON) AFTER THIS DEFERRAL ELECTION AGREEMENT HAS BECOME EFFECTIVE (OTHER THAN AS A RESULT OF AN UNFORESEEABLE EMERGENCY, IF ELECTED BELOW). 
 You need only complete this Deferral Election Agreement if you wish to defer the delivery of Shares (and Shares deliverable with respect to DERs awarded thereon) that
become deliverable to you under the Program. Capitalized terms in this Deferral Election Agreement are defined in the Program. 
  

	1.	Participation Election 

  ̈ I hereby elect to defer under the terms of the Program the delivery of              % [insert any whole
percentage from one to 100 percent, inclusive] of the Shares that may become deliverable to me under the Program. 


	 *
	 Because of the complexities involved in the application of federal, state and local tax laws to specific
circumstances and the uncertainties as to possible future changes in the tax laws, you should consult your personal tax advisor regarding your own situation before completing this Deferral Election Agreement. 









	2.	Delivery Date Election 

 I hereby elect to have the Trust deliver
the percentage set forth above of the Shares (and the Shares deliverable with respect to DERs awarded thereon) that may become deliverable to me under the Program upon the following event [check only one box]: 
  ̈ (A) On
the 10th calendar day after my separation from service from the Trust’s controlled group of entities (the date
which is six months after such separation from service if I am a “specified employee” at that time – see Section 4(f) of the Program). 
  ̈ (B) On the following date:
                         , 20     [must be after March 1, 2010]. 

 ̈ (C)
Upon the earlier of the 10th calendar day after my separation from service (as described in event (A) above) or
the following date:                          , 20     [must be after March 1,
2010]. 
  

	3.	Acceleration in the Event of an Unforeseeable Emergency 

 In
addition to the election I made in 2 above, if I check the following box, I also elect to have the Trust deliver Shares (and Shares deliverable with respect to DERs awarded thereon), to the extent permitted by applicable law, to me: 
  ̈ Upon an “Unforeseeable Emergency,” as defined in
Section 4(f) of the Program. (This term is defined quite restrictively in the Internal Revenue Code. See the footnote on the previous page regarding consulting with your own tax advisor before completing this Deferral Election Agreement.)

  

	4.	Change in Control or Death 

 If a Change in Control or my death occurs before all of the Shares (and Shares deliverable with respect to DERs awarded thereon) are delivered to me, such Shares shall be delivered in a single sum to me or to my
beneficiary(ies) designated in my Beneficiary Designation Form (as applicable) on the 30th day after such Change in
Control (provided that, if the Change in Control arises from a Business Combination, the Change in Control shall be deemed to occur on the date of the closing or effectiveness of the Business Combination, as applicable) or death (as applicable).

  

	5.	Insufficient Share Possibility 

 Because of the finite number of
Shares available under the Pennsylvania Real Estate Investment Trust 2003 Equity Incentive Plan, I understand that it is possible that not enough Shares will still be available under the Plan to deliver all of the Shares otherwise required to be
delivered to me (or to my beneficiary(ies)) on the deferral date(s) chosen in 2 and 3 above. 
 *    *    *    *    * 
  

 B-2 







 By signing this Deferral Election Agreement, I agree to the terms and conditions of the Program as the Program now
exists, and as it may be amended from time to time (provided that no amendment of the Program will adversely affect my rights under the Program without my written consent). 
  

					
	  
	 		 	  

	Signature of Participant	 		 	Date

  

			
	ACCEPTED:
	
	Executive Compensation and Human Resources Committee of Pennsylvania Real Estate Investment Trust
		
	By:	 	  

		
	Date:	 	  



  

 B-3 







 APPENDIX C 
 PENNSYLVANIA REAL ESTATE INVESTMENT TRUST 
 2007-2009 RESTRICTED SHARE UNIT PROGRAM 
 (Established under the Pennsylvania Real Estate 
 Investment Trust 2003 Equity Incentive Plan) 
 BENEFICIARY DESIGNATION FORM 
 This Form is for your use under the Pennsylvania Real Estate Investment Trust 2007-2009 Restricted Share Unit Program (the “Program”) to name a
beneficiary for the Shares that may be deliverable to you from the Program. You should complete the Form, sign it, have it signed by your Employer, and date it. 
 *             *            
*             * 
 I understand that in the event of my death before I receive
Shares that may be deliverable to me under the Program, the Shares will be delivered 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 and accepted by my Employer cancels all prior beneficiary designations previously filed by me under the Program. 
 I hereby state that
                                        
[insert name], residing at
                                        
                                 [insert address], whose Social Security number is
                        , is designated as my beneficiary. 
  

							
	  
	 		 	  

	Signature of Participant	 		 	Date
			
		 		 	ACCEPTED:
			
		 		 	  

		 		 	[insert name of Employer]
		 		 	By:	 	  

		 		 	Date: