Exhibit
99.1
  LIBERTY
    PROPERTY TRUST
  PROXY
    STATEMENT
    ANNUAL MEETING OF SHAREHOLDERS
    To Be Held May 15, 2008
  GENERAL
    INFORMATION
            
    On the proposal to elect four Class II trustees to hold
    office until the Annual Meeting of Shareholders to be held in
    2011 and until their successors are duly elected and qualified,
    the vote of a majority of all the votes cast at the Meeting is
    necessary to elect a trustee. Neither abstentions nor broker
    non-votes will be counted as votes cast, and therefore will have
    no effect on the results of the vote with respect to this
    proposal.
    The vote of a majority of all the votes cast at the Meeting is
    necessary to ratify the selection of Ernst & Young LLP
    as the Trusts independent registered public accounting
    firm for 2008. Neither abstentions nor broker non-votes will be
    counted as votes cast, and therefore will have no effect on the
    results of the vote with respect to this proposal.




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##### 



SECURITY
    OWNERSHIP OF CERTAIN
    BENEFICIAL OWNERS AND MANAGEMENT
  Rule 13d-3
  Number ofSharesBeneficially


Percent ofBeneficial Owner

Owned


ClassWilliam P. Hankowsky


382,490
(1)


*George J. Alburger, Jr.


566,415
(2)


*Robert E. Fenza


438,159
(3)


*James J. Bowes


276,098
(4)


*Michael T. Hagan


52,805
(5)


*Frederick F. Buchholz


56,995
(6)


*Thomas C. DeLoach, Jr.


43,803
(7)


*Daniel P. Garton


21,902
(8)


*J. Anthony Hayden


116,268
(9)


*M. Leanne Lachman


65,006
(10)


*David L. Lingerfelt


78,439
(11)


*Jose A. Mejia


4,905
(12)


*John A. Miller


58,448
(13)


*Stephen B. Siegel


36,813
(14)


*Cohen & Steers, Inc.


10,704,625
(15)


11.6
%Morgan Stanley


7,361,207
(16)


8.0
%Barclays Global Investors, NA


7,349,008
(17)


8.0
%The Vanguard Group, Inc.


5,530,904
(18)


6.0
%Abbey National Securities


4,875,600
(19)


5.3
%ING Groep N.V.


4,612,729
(20)


5.0
%All trustees and executive officers as a group (14 persons)


2,198,546
(21)


2.3
%     *
    
    Represents less than one percent of class.(1)
    
    Includes 276,269 common shares subject to options exercisable
    within 60 days after March 20, 2008.(2)
    
    Includes 441,135 common shares subject to options exercisable
    within 60 days after March 20, 2008.(3)
    
    Includes 176,756 common shares subject to options exercisable
    within 60 days after March 20, 2008 and 195,043 common
    shares issuable upon exchange of units of limited partnership
    interest (Units) of Liberty Property Limited
    Partnership, a Pennsylvania limited partnership (the
    Operating Partnership) which, as of
    December 31, 2007, was 95.6% owned by the Trust. Also
    includes 700 common shares, held by Mr. Fenza as custodian
    for his children, or owned directly by such children, as to
    which Mr. Fenza disclaims beneficial ownership. Includes
    110,000 Units pledged by the beneficial owner as security for
    loans.(4)
    
    Includes 245,793 common shares subject to options exercisable
    within 60 days after March 20, 2008.(5)
    
    Includes 17,305 common shares subject to options exercisable
    within 60 days after March 20, 2008 and 14,491 common
    shares issuable upon exchange of Units.(6)
    
    Includes 28,500 common shares subject to options exercisable
    within 60 days after March 20, 2008. 3




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##### 



(7)
    
    Includes 6,000 common shares subject to options exercisable
    within 60 days after March 20, 2008.(8)
    
    Includes 18,500 common shares subject to options exercisable
    within 60 days after March 20, 2008.(9)
    
    Includes 38,500 common shares subject to options exercisable
    within 60 days after March 20, 2008. Includes 30,000
    common shares pledged by the beneficial owner as security for
    loans.(10)
    
    Includes 28,500 common shares subject to options exercisable
    within 60 days after March 20, 2008.(11)
    
    Includes 38,500 common shares subject to options exercisable
    within 60 days after March 20, 2008 and 30,674 common
    shares issuable upon exchange of Units. Also includes 415 common
    shares held by trusts for the benefit of
    Mr. Lingerfelts children, as to which
    Mr. Lingerfelt disclaims beneficial ownership.(12)
    
    Includes 3,500 common shares subject to options exercisable
    within 60 days after March 20, 2008.(13)
    
    Includes 38,500 common shares subject to options exercisable
    within 60 days after March 20, 2008.(14)
    
    Includes 5,000 common shares subject to options exercisable
    within 60 days after March 20, 2008.(15)
    
    As of December 31, 2007, Cohen & Steers, Inc.
    (Cohen & Steers) had sole dispositive
    power and sole voting power over 10,704,625 and 10,047,969
    common shares, respectively. This information is based solely on
    a review of a Schedule 13G/A filed by Cohen &
    Steers with the Securities and Exchange Commission.
    Cohen & Steers address is 280 Park Avenue, 10th
    Floor, New York, NY 10017.(16)
    
    As of December 31, 2007, Morgan Stanley had sole
    dispositive power and sole voting power over 7,361,207 and
    4,412,210 common shares, respectively. This information is based
    solely on a review of a Schedule 13G/A filed by Morgan
    Stanley with the Securities and Exchange Commission. Morgan
    Stanleys address is 1585 Broadway, New York, NY 10036.(17)
    
    As of December 31, 2007, Barclays Global Investors, NA and
    certain of its affiliates (Barclays) had sole
    dispositive power and sole voting power over 7,349,008 and
    6,271,736 common shares, respectively. These entities expressly
    disclaim group status, as defined in
    Rule 13d-1
    under the Exchange Act. This information is based solely on a
    review of a Schedule 13G filed by Barclays with the Securities
    and Exchange Commission. Barclays address is 45 Fremont
    Street, San Francisco, CA 94105.(18)
    
    As of December 31, 2007, The Vanguard Group, Inc.
    (Vanguard) had sole dispositive power and sole
    voting power over 5,530,904 and 37,352 common shares,
    respectively. This information is based solely on a review of a
    Schedule 13G/A filed by Vanguard with the Securities and
    Exchange Commission. Vanguards address is 100 Vanguard
    Boulevard, Malvern, PA 19355.(19)
    
    As of December 31, 2007, Abbey National Securities Inc.
    (Abbey) had sole dispositive power and sole voting
    power over 4,875,600 common shares, respectively. This
    information is based solely on a review of a Schedule 13G
    filed by Abbey with the Securities and Exchange Commission.
    Abbeys address is 400 Atlantic Street, Stamford, CT 06901.(20)
    
    As of December 31, 2007, ING Groep N.V. had sole
    dispositive power and sole voting power over 4,612,729 common
    shares. This information is based solely on a review of a
    Schedule 13G/A filed by ING Groep, N.V. with the Securities
    and Exchange Commission. INGs address is Amstelveenseweg
    500, 1081KL Amsterdam, P.O. Box 810, 1000 AV
    Amsterdam, The Netherlands.(21)
    
    Includes 1,362,757 common shares subject to options exercisable
    within 60 days after March 20, 2008 and 240,208 common
    shares issuable upon exchange of Units. Includes 140,000 common
    shares pledged by the beneficial owners as security for loans,
    of which 110,000 are common shares issuable upon exchange of
    Units pledged by the beneficial owner as security for loans. 4




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##### 



ELECTION
    OF TRUSTEES AND CONTINUING TRUSTEES
          Recommendation
    and Required Vote
    Nominations
    for Election as Class II Trustees with Terms to Expire in
    2011
  Frederick F. Buchholz
  Thomas C. DeLoach, Jr.
  Daniel P. Garton
 5




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##### 



Stephen B. Siegel
  Continuing
    Class III Trustees with Terms to Expire in 2009
  William P. Hankowsky
  David L. Lingerfelt
  John A. Miller
  Jose A. Mejia
 6




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##### 



Continuing
    Class I Trustees with Terms to Expire in 2010
  J. Anthony Hayden not-for-profit
  M. Leanne Lachman Executive-in-Residence
  Additional
    Executive Officers
  George J. Alburger, Jr.
  Robert E. Fenza
  James J. Bowes
  Michael T. Hagan
    7




---



##### 



Trustees
    Compensation
   8




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##### 



10-year
  COMPENSATION
    OF EXECUTIVE OFFICERS
  Compensation
    Discussion and Analysis
  Introduction
    2007
    Compensation
  General
    Compensation
    Objectives
    
    Provide competitive levels of compensation for executive
    officers, taking into account the size of our company and the
    compensation paid by members of a peer group consisting of a
    selected group of REITs in our market sectors. We refer to this
    objective as competitive compensation.
    Create a compensation structure under which a meaningful portion
    of total compensation relates to the Trusts actual
    performance, including long-term performance. We refer to this
    objective as performance incentives.
    Encourage the aggregation and maintenance of meaningful equity
    ownership, and alignment of executive and shareholder interests,
    by providing compensation that ties the interests of executive
    officers to those of the Trusts shareholders by linking a
    portion of executive compensation directly to increases in
    shareholder value. We refer to this objective as
    stakeholder incentives.
    Provide compensation and benefits that will attract, motivate
    and retain superior talent over the long-term. We refer to this
    objective as retention incentives. 9




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##### 



Type of Compensation

Objectives AddressedSalary

Competitive CompensationBonus

Performance Incentives
    Competitive Compensation
    Retention IncentivesLong-Term Incentive
    Compensation  Restricted
    Share Awards and Options to
    Purchase Shares

Stakeholder Incentives
    Competitive Compensation
    Retention Incentives
    Performance Incentives   Determination
    of Competitive Compensation
    Alexandria Real Estate Equities, Inc.

Franklin Street Properties Corp.AMB Property Corporation

Highwoods Properties, Inc.BioMed Realty Trust, Inc.

HRPT Properties TrustBoston Properties, Inc.

Kilroy Realty CorporationBrandywine Realty Trust

Mack-Cali Realty CorporationCorporate Office Properties Trust

Maguire Properties, Inc.Cousins Properties Incorporated

Parkway Properties, Inc.DCT Industrial Trust

ProLogisDouglas Emmett, Inc.

PS Business Parks, Inc.Duke Realty Corporation

SL Green Realty Corp.Eastgroup Properties, Inc.

Washington Real Estate Investment TrustFirst Industrial Realty Trust, Inc.       
    In general, salaries for certain named executive officers were
    below market.
    In general, total cash compensation and total direct
    compensation were below market.
    In general, the bonus and long-term incentive targets for named
    executive officers were below market. 10




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##### 



Salaries
    Name

Salary*William P. Hankowsky

$
525,000George J. Alburger, Jr.

$
400,000Robert F. Fenza

$
370,000James J. Bowes

$
325,000Michael T. Hagan

$
320,000     *
    
    Salary increases were approved on March 19, 2007, to be
    effective January 1, 2007.      Annual
    Bonus Program
     11




---



##### 



Name

AmountWilliam P. Hankowsky

$
496,912George J. Alburger, Jr.

$
323,000Robert E. Fenza

$
297,480James J. Bowes

$
261,462Michael T. Hagan

$
257,632       Long-Term
    Incentive Program  Equity-Based
    Compensation
      TSR Performance

LTI Award25th Percentile of Peer Group

50% of LTI TargetMedian of Peer Group

100% of LTI Target75th Percentile of Peer Group

150% of LTI Target    12




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##### 



Shares


OptionsName

Number


Value(a)


Number


Value(b)William P. Hankowsky


14,471


$
451,500



44,792


$
113,000George J. Alburger, Jr.


6,667


$
208,000



20,635


$
52,000Robert E. Fenza


6,166


$
192,400



19,087


$
48,100James J. Bowes


5,416


$
169,000



16,766


$
42,250Michael T. Hagan


5,333


$
166,400



16,508


$
41,600     (a)
    
    Value based on the closing price of the common shares on the New
    York Stock Exchange on March 28, 2008 of $31.20.(b)
    
    Value based on a per option value of $2.52 arrived at a through
    a Black-Scholes analysis. See below for a description of the
    assumptions used in this analysis.  Overall
    2007 Compensation
    
    2007 annual salary;
    2007 annual bonus award (bonus paid in cash in 2008 in
    consideration of 2007 performance); and
    Other compensation paid in 2007.    Annual


All OtherName

Salary


Bonus(a)


Compensation(b)


TotalWilliam P. Hankowsky

$
525,000


$
496,912


$
27,274


$
1,049,186George J. Alburger, Jr.

$
400,000


$
323,000


$
1,933


$
724,933Robert E. Fenza

$
370,000


$
297,480


$
1,933


$
669,413James J. Bowes

$
325,000


$
261,462


$
1,933


$
588,395Michael T. Hagan

$
320,000


$
257,632


$
1,933


$
579,565     (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 and Hagan exercised this option
    as to 50%, 100% and 100%, respectively, of their entire annual
    bonuses and were awarded 6,327, 8,749 and 6,978 common shares,
    respectively. 13




---



##### 



(b)
    
    Includes (i) amounts paid by the Company to purchase term
    life insurance policies for the Messrs. Hankowsky,
    Alburger, Fenza, Bowes and Hagan as follows: $1,433, $1,433,
    $1,433, $1,433 and $1,433, respectively; (ii) $25,341 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 Company.  Share-Based
    Award Grant Practices
    
    Share-based awards are to be approved annually by the
    Compensation Committee at a meeting set once the data required
    by the compensation formula is available, which generally occurs
    in the second half of March.
    The annual share-based awards will not be made when the
    Compensation Committee is aware that executive officers or
    non-employee trustees are in possession of material, non-public
    information.
    While share-based awards other than annual awards may be
    granted, such awards will not be made to executive officers if
    the Compensation Committee is aware that they are in possession
    of material, non-public information.
    The Compensation Committee has established that options are
    granted only on the date the Compensation Committee meets to
    approve the grant and with an exercise price equal to the fair
    market value on the date of grant.
    Backdating of options is prohibited. 14




---



##### 



Management
    Severance Plan
    Tax
    Considerations
    change-in-control
  Role
    of Executive Officers in Determining Executive Compensation for
    Named Executive Officers
    Share
    Ownership Guidelines
  Share
    Ownership of Senior Officers
   15




---



##### 




    Company common shares acquired by a covered officer, including
    unvested restricted share awards;
    Units of limited partnership interest in Liberty Property
    Limited Partnership; and
    Company common shares owned directly by a covered officers
    spouse or minor children who reside with the covered officer, or
    held in a trust established for estate
    and/or tax
    planning purposes that is revocable by the covered officer
    and/or his
    or her spouse.      Share Ownership of Trustees
      Perquisites
    and Other Personal Benefits
      2008
    Compensation Developments
   16




---



##### 



Restricted Stock Units.
  year-by-year
      year-by-year
  Options.
 17




---



##### 



2008 Awards Under 2008 Plan.
  Number of


Number ofRSUs in


RSUs inNumber of


First Portion/FFO


Second Portion/TSRName

Options(1)


Portion(2)


Portion(3)William P. Hankowsky


166,667



13,462



13,462George J. Alburger, Jr.


76,720



6,197



6,197Robert E. Fenza


70,966



5,732



5,732James J. Bowes


62,335



5,035



5,035Michael T. Hagan


61,376



4,957



4,957     (1)
    
    The options have an exercise price of $31.20, the closing price
    of the Common Shares on the New York Stock Exchange on
    March 28, 2008, the date of grant.(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 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 TSR for the full Award
    Period. The determination of whether the Second Portion is
    earned and payable shall be made at the end of the Award Period.  Summary
    Compensation Table
    Non-EquityShare


Option


Incentive Plan


All OtherName and Principal Position

Year


Salary


Bonus


Awards(1)


Awards(2)


Compensation(3)


Compensation(4)


TotalWilliam P. Hankowsky


2007


$
525,000


$
500


$
896,223


$
105,412


$
248,456


$
170,570


$
1,946,161President and Chief


2006


$
500,000


$
500


$
848,170


$
117,162


$



$
171,675


$
1,637,507Executive OfficerGeorge J. Alburger, Jr.


2007


$
400,000


$
500


$
923,770


$
83,232


$



$
92,669


$
1,500,171Executive Vice President


2006


$
350,000


$
500


$
572,928


$
56,337


$



$
94,706


$
1,074,471and Chief Financial OfficerRobert E. Fenza


2007


$
370,000


$
500


$
229,714


$
45,661


$
297,480


$
34,346


$
977,701Executive Vice President


2006


$
355,000


$
500


$
320,631


$
55,533


$
70,610


$
40,760


$
843,034and Chief Operating OfficerJames J. Bowes


2007


$
325,000


$
500


$
173,154


$
38,852


$
261,462


$
27,442


$
826,410General Counsel


2006


$
305,000


$
500


$
173,142


$
45,181


$
121,329


$
30,929


$
676,081Michael T. Hagan


2007


$
320,000


$
500


$
414,263


$
22,609


$



$
21,251


$
778,623Chief Investment Officer


2006


$
275,000


$
500


$
194,851


$
21,881


$



$
14,914


$
507,146     (1)
    
    This column indicates the dollar amount recognized as
    compensation expense by the Trust for financial statement
    reporting purposes during 2007 and 2006 under SFAS 123(R)
    with respect to restricted shares granted to the named executive
    officer. Accordingly, it includes amounts from awards made
    during and prior to the referenced year. These amounts reflect
    the Companys accounting expense for these awards and do
    not correspond to the actual amounts received by the named
    executive officers as compensation for the referenced year. 18




---



##### 



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 2007 or 2006. 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 28, 2008 ($31.20) for
    bonuses included in 2007 compensation or March 19, 2007
    ($49.74) for bonuses included in 2006 compensation. The dollar
    amounts of Bonus Value recognized in accordance with
    SFAS 123(R) during 2007 and 2006 are reflected under the
    Share Awards column. Pursuant to these elections,
    Messrs. Hankowsky, Alburger and Hagan were awarded 6,327,
    8,749 and 6,978 common shares, respectively, as 2007
    compensation and 3,920, 2,029 and 1,858 common shares,
    respectively, as 2006 compensation, and Mr. Fenza was
    awarded 1,029 shares as 2006 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 28, 2009 for the awards made as 2007
    compensation and expired on March 19, 2008 for the awards
    made as 2006 compensation.(2)
    
    This column indicates the dollar amounts recognized as
    compensation expense by the Trust for financial statement
    reporting purposes during 2007 and 2006 under SFAS 123(R)
    with respect to all options to purchase common shares granted to
    the named executive officer, regardless of the date of grant.
    Accordingly, it includes amounts from grants made during and
    prior to the referenced years. These amounts reflect the
    Companys accounting expense for these awards in the
    referenced years and do not correspond to the actual amounts
    received by the named executive officers as compensation for
    that year. For information regarding the assumptions made in the
    valuations of these amounts, see Footnote 10 to the Trusts
    financial statements for the year ended December 31, 2007
    included in the Companys Annual Report on
    Form 10-K
    for such year.(3)
    
    This column shows amounts of annual performance non-equity
    incentive compensation for 2007 and 2006 taken by the named
    executive officers in cash.(4)
    
    Consists of amounts paid by the Company to purchase term life
    insurance policies for the Messrs. Hankowsky, Alburger,
    Fenza, Bowes and Hagan as follows: $1,433, $1,433, $1,433,
    $1,433 and $1,433, respectively, for 2007 and $1,500, $1,500,
    $1,500, $1,500 and $1,436, respectively for 2006. Includes
    dividends paid on unrestricted shares to Messrs. Hankowsky,
    Alburger, Fenza, Bowes and Hagan as follows: $59,642, $31,601,
    $32,913, $26,010 and $19,819, respectively, for 2007 and
    $74,419, $37,169, $39,260, $29,429 and $13,478, respectively,
    for 2006. Includes unvested reinvested dividends paid on
    unvested restricted shares to Messrs. Hankowsky and
    Alburger as follows: $84,154 and $59,635, respectively, for 2007
    and $79,074 and $56,037, respectively, for 2006. Includes
    $25,341 and $16,682 in payments made during 2007 and 2006,
    respectively, to provide a car service to Mr. Hankowsky
    from time to time. 19




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##### 



Grants of
    Plan Based Awards
    All Other


All OtherStock


Option





Grant DateAwards:


Awards:


Exercise


FairNumber of


Number of


or Base


Value ofEstimated Possible Payouts


Shares of


Securities


Price of


Share andUnder Non-Equity Incentive Plan Awards(2)


Stock or


Underlying


Option


OptionName

Grant Date(1)


Threshold


Target


Maximum


Units(3)


Options(4)


Awards


Awards(5)William P. Hankowsky


N/A






$
551,250


$
826,875















3/19/2007















8,645










$
430,0003/19/2007



















18,926


$
49.74


$
107,500George J. Alburger, Jr.


N/A






$
340,000


$
510,000















3/19/2007















3,659










$
182,0003/19/2007



















8,011


$
49.74


$
45,500Robert E. Fenza


N/A






$
314,500


$
471,750















3/19/2007















3,711










$
184,6003/19/2007



















8,125


$
49.74


$
46,150James J. Bowes


N/A






$
276,250


$
414,375















3/19/2007















3,189










$
158,6003/19/2007



















6,981


$
49.74


$
39,650Michael T. Hagan


N/A






$
272,000


$
408,000















3/19/2007















2,875










$
143,0003/19/2007



















6,294


$
49.74


$
35,750     (1)
    
    March 19, 2007 represents (a) the date on which our
    Board set the range of potential annual bonus awards for 2007
    performance by Named Executive Officers, and (b) the date
    on which it made grants of restricted shares that comprised the
    Long-Term Incentive (LTI) payment earned by the
    named executive officers in 2006. These restricted shares awards
    were determined in reference to the range of potential LTI
    payments for 2006 performance established by the Board at its
    March 19, 2007 meeting. At the March 19, 2007 meeting,
    the Board also established the range of potential LTI payments
    for 2007 performance. Ultimately, as discussed in Compensation
    Discuss and Analysis, no grants of restricted shares were made
    for 2007 performance.(2)
    
    This award reflects the range of potential annual bonus
    available to be earned by the named executive officer for 2007.
    The actual amounts earned for 2007 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). The
    base amount of the bonus was then subject to a multiplier
    calculated in accordance with the three-part formula discussed
    under Compensation Discussion and Analysis 
    Annual Bonus Program.The dollar amounts of the actual awards under the annual bonus
    program for 2007 performance, determined by the Compensation
    Committee at its March 28, 2008 meeting, were as follows:  Name

Dollar Value(a)William P. Hankowsky

$
496,912George J. Alburger, Jr.

$
323,000Robert E. Fenza

$
297,480James J. Bowes

$
261,462Michael T. Hagan

$
257,632  20




---



##### 



(a)
    See footnote (1) to the Summary Compensation Table for a
    discussion of the election by some of the Named Executive
    Officers to receive common shares in lieu of cash for all or
    part of their annual bonus compensation for 2007.  (3)
    
    This column shows the restricted share component of the LTI
    payment made on March 19, 2007 related to 2006 performance.
    The shares will vest ratably over a five-year period.(4)
    
    This column shows the share option component of the LTI payment
    made on March 19, 2007 related to 2006 performance. The
    options will vest 20% on the first anniversary of the date of
    grant, 50% on the second anniversary and 100% on the third
    anniversary.(5)
    
    The value of the restricted share awards was based on the
    closing price of the common shares on the New York Stock
    Exchange on March 19, 2007 of $49.74. The value of the
    share options reflects a per option value of $5.68 arrived at a
    through a Black-Scholes analysis. The assumptions used in this
    analysis were as follows:  
    5 year expected life
    0.183 expected volatility
    4.47% risk free interest rate
    5.16% dividend yield  Outstanding
    Equity Awards at Fiscal Year-End
    Share AwardsEquityIncentiveEquity


PlanOption Awards








Incentive


Awards:Equity














Plan


Market orIncentive














Awards:


PayoutPlan











Market


Number of


Value ofAwards:











Value of


Unearned


UnearnedNumber of








Number of


Shares or


Shares,


Shares,Securities








Shares or


Units of


Units or


Units orNumber of


Underlying








Units of


Shares


Other


OtherSecurities Underlying


Unexercised


Option


Option


Shares That


That


Rights That


Rights ThatUnexercised Options


Unearned


Exercise


Expiration


Have Not


Have Not


Have Not


Have NotName

Exercisable


Unexercisable


Options


Price


Date


Vested


Vested(1)


Vested


Vested(1)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















15,275



15,275
(2)





$
40.35



3/16/2015















2,996



11,986
(3)





$
48.54



3/16/2016



















18,926
(4)





$
49.74



3/19/2017



































68,026
(5)

$
1,959,829







George J. Alburger, Jr.


96,000










$
21.875



2/26/2009







128,040










$
22.6875



2/29/2010















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















6,295



6,295
(2)





$
40.35



3/16/2015















1,254



5,015
(3)





$
48.54



3/16/2016



















8,011
(4)





$
49.74



3/19/2017



































40,194
(6)

$
1,157,989







 21




---



##### 



Share AwardsEquityIncentiveEquity


PlanOption Awards








Incentive


Awards:Equity














Plan


Market orIncentive














Awards:


PayoutPlan











Market


Number of


Value ofAwards:











Value of


Unearned


UnearnedNumber of








Number of


Shares or


Shares,


Shares,Securities








Shares or


Units of


Units or


Units orNumber of


Underlying








Units of


Shares


Other


OtherSecurities Underlying


Unexercised


Option


Option


Shares That


That


Rights That


Rights ThatUnexercised Options


Unearned


Exercise


Expiration


Have Not


Have Not


Have Not


Have NotName

Exercisable


Unexercisable


Options


Price


Date


Vested


Vested(1)


Vested


Vested(1)Robert E. Fenza


107,649










$
30.10



2/28/2012















27,768










$
31.22



2/28/2013















23,603










$
43.45



3/16/2014















6,449



6,450
(2)





$
40.35



3/16/2015















1,285



5,138
(3)





$
48.54



3/16/2016



















8,125
(4)





$
49.74



3/19/2017



































14,867
(7)

$
428,318







James J. Bowes


2,000










$
21.875



2/26/2009















90,695










$
22.6875



2/29/2010















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















5,522



5,522
(2)





$
40.35



3/16/2015















1,100



4,399
(3)





$
48.54



3/16/2016



















6,981
(4)





$
49.74



3/19/2017



































11,082
(8)

$
319,272







Michael T. Hagan


8,940










$
43.45



3/16/2014















2,535



2,536
(2)





$
40.35



3/16/2015















783



3,134
(3)





$
48.54



3/16/2016



















6,294
(4)





$
49.74



3/19/2017



































10,639
(9)

$
306,510







     (1)
    
    Value is calculated by multiplying the number of shares subject
    to vesting by $28.81, the closing price of the common shares on
    the New York Stock Exchange on December 31, 2007.(2)
    
    Represents options granted on March 16, 2005 with respect
    to the fiscal year ended December 31, 2004. Such options
    became exercisable up to 20% after the first year and 50% after
    two years, and will become exercisable 100% after three years.(3)
    
    Represents options granted on March 16, 2006 with respect
    to the fiscal year ended December 31, 2005. Such options
    became exercisable up to 20% after the first year, and will
    become exercisable 50% after two years and 100% after three
    years.(4)
    
    Represents options granted on March 19, 2007 with respect
    to the fiscal year ended December 31, 2006. Such options
    will become exercisable up to 20% after the first year, 50%
    after two years and 100% after three years.(5)
    
    These shares will vest as follows:  
    3,139 shares on February 28, 2008 (a 20% portion of
    the annual grant of 15,695 shares made on February 28,
    2003);
    6,234 shares on March 16, 2008 and 6,235 on
    March 16, 2009 (consisting of 20% portions of annual grants
    of 13,671, 11,145 and 6,358 shares made, respectively, on
    March 16, 2004, 2005 and 2006);
    3,500 shares on March 16, 2010 (consisting of 20%
    portions of annual grants of 11,145 and 6,358 shares made,
    respectively, on March 16, 2005 and 2006);
    1,274 shares on March 16, 2011 (a 20% portion of the
    annual grant of 6,358 shares made on March 16, 2006);
    1,729 shares on each of March 19, 2008, 2009, 2010,
    2011 and 2012 (consisting of 20% portions of annual grant of
    8,645 shares made on March 19, 2007); and 22




---



##### 




    3,920 shares on March 19, 2008 (shares granted on
    March 19, 2007 pursuant to the Trusts bonus program,
    under which the executive can elect to receive restricted common
    shares, subject to a one year vesting period, in lieu of a
    portion of his annual bonus).  The remaining 35,079 shares will vest on March 17,
    2013 (Mr. Hankowskys sixty-second (62nd) birthday).
    These shares consist of 30,000 shares granted to
    Mr. Hankowsky on March 7, 2005 under the Share
    Incentive Plan, as well as dividends of an aggregate of
    5,079 shares paid in connection with the Trusts
    quarterly dividends to shareholders since the date of grant. The
    purpose of the award was to design an incentive that would
    enhance the ability of the Trust to retain the services of
    Mr. Hankowsky. The restrictions on these shares will lapse
    as to all such shares on Mr. Hankowskys sixty-second
    (62nd) birthday, provided that Mr. Hankowsky continues to
    be employed by, or is in the service of, the Trust as of such
    date. The shares will also vest upon Mr. Hankowskys
    death or Disability (as defined in the Share Incentive Plan),
    should either occur prior to the date described in the preceding
    sentence. Dividends are paid on the full amount of the shares,
    without regard to vesting, from the date of grant, and are
    automatically reinvested, through the Trusts Dividend
    Reinvestment and Share Purchase Plan, in common shares, which
    are subject to the restrictions described above.(6)
    
    These shares will vest as follows:  
    2,307 shares on February 28, 2008 (a 20% portion of
    the annual grant of 11,531 shares made on February 28,
    2003);
    2,678 shares on March 16, 2008 and 2,677 shares
    on March 16, 2009 (consisting of 20% portions of annual
    grants of 6,139, 4,593 and 2,661 shares made, respectively,
    on March 16, 2004, 2005 and 2006);
    1,453 shares on March 16, 2010 (consisting of 20%
    portions of annual grants of 4,593 and 2,661 shares made,
    respectively, on March 16, 2005 and 2006);
    533 shares on March 16, 2011 (a 20% portion of the
    annual grant of 2,661 shares made on March 16, 2006);
    731 shares on each of March 19, 2008, 2009, 2010 and
    2011 and 735 shares on March 19, 2012 (consisting of
    20% portions of annual grant of 3,659 shares made on
    March 19, 2007); and
    2,029 shares on March 19, 2008 (shares granted on
    March 19, 2007 pursuant to the Trusts bonus program,
    under which the executive can elect to receive restricted common
    shares, subject to a one year vesting period, in lieu of a
    portion of his annual bonus).  The remaining 24,858 shares will vest on April 27,
    2009 (Mr. Alburgers sixty-second (62nd) birthday).
    These shares consist of 20,000 shares granted to
    Mr. Alburger on March 7, 2005 under the Share
    Incentive Plan, as well as dividends of an aggregate of
    4,858 shares paid in connection with the Trusts
    quarterly dividends to shareholders since the date of grant. The
    purpose of the award was to design an incentive that would
    enhance the ability of the Trust to retain the services of
    Mr. Alburger. The restrictions on these shares will lapse
    as to all such shares on Mr. Alburgers sixty-second
    (62nd) birthday, provided that Mr. Alburger 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 death or
    Disability (as defined in the Share Incentive Plan), should
    either occur prior to the date described in the preceding
    sentence. Dividends are paid on the full amount of the shares,
    without regard to vesting, from the date of grant, and are
    automatically reinvested, through the Trusts Dividend
    Reinvestment and Share Purchase Plan, in common shares, which
    are subject to the restrictions described above.(7)
    
    These shares will vest as follows:  
    2,496 shares on February 28, 2008 (a 20% portion of
    the annual grant of 12,484 shares made on February 28,
    2003);
    2,798 shares on March 16, 2008 and 2,800 shares
    on March 16, 2009 (consisting of 20% portions of annual
    grants of 6,562, 4,706 and 2,726 shares made, respectively,
    on March 16, 2004, 2005 and 2006);
    1,487 shares on March 16, 2010 (consisting of 20%
    portions of annual grants of 4,706 and 2,726 shares made,
    respectively, on March 16, 2005 and 2006);
    546 shares on March 16, 2011 (a 20% portion of the
    annual grant of 2,726 shares made on March 16, 2006); 23




---



##### 




    742 shares on each of March 19, 2008, 2009, 2010 and
    2011 and 743 shares on March 19, 2012 (consisting of
    20% portions of annual grant of 3,711 shares made on
    March 19, 2007); and
    1,029 shares on March 19, 2008 (shares granted on
    March 19, 2007 pursuant to the Trusts bonus program,
    under which the executive can elect to receive restricted common
    shares, subject to a one year vesting period, in lieu of a
    portion of his annual bonus).  (8)
    
    These shares will vest as follows:  
    1,451 shares on February 28, 2008 (a 20% portion of
    the annual grant of 7,247 shares made on February 28,
    2003);
    2,348 shares on March 16, 2008 and 2,349 shares
    on March 16, 2009 (consisting of 20% portions of annual
    grants of 5,386, 4,029 and 2,334 shares made, respectively,
    on March 16, 2004, 2005 and 2006);
    1,275 shares on March 16, 2010 (consisting of 20%
    portions of annual grants of 4,029 and 2,334 shares made,
    respectively, on March 16, 2005 and 2006);
    470 shares on March 16, 2011 (a 20% portion of the
    annual grant of 2,334 shares made on March 16,
    2006); and
    637 shares on each of March 19, 2008, 2009, 2010 and
    2011 and 641 shares on March 19, 2012 (consisting of
    20% portions of annual grant of 3,189 shares made on
    March 19, 2007).  (9)
    
    These shares will vest as follows:  
    461 shares on February 28, 2008 (a 20% portion of the
    annual grant of 2,289 shares made on February 28,
    2003);
    1,199 shares on March 16, 2008 and 1,200 shares
    on March 16, 2009 (consisting of 20% portions of annual
    grants of 2,486, 1,850 and 1,662 shares made, respectively,
    on March 16, 2004, 2005 and 2006);
    702 shares on March 16, 2010 (consisting of 20%
    portions of annual grants of 1,850 and 1,662 shares made,
    respectively, on March 16, 2005 and 2006);
    334 shares on March 16, 2011 (a 20% portion of the
    annual grant of 1,662 shares made on March 16, 2006);
    977 shares on each of March 19, 2008, 2009, 2010, 2011
    and 2012 (consisting of 20% portions of annual grant of
    2,875 shares made on March 19, 2007 and a special
    grant of 2,010 shares, also made on March 19, 2007, in
    recognition of the accomplishment of the Companys
    acquisition and disposition goals); and
    1,858 shares on March 19, 2008 (shares granted on
    March 19, 2007 pursuant to the Trusts bonus program,
    under which the executive can elect to receive restricted common
    shares, subject to a one year vesting period, in lieu of a
    portion of his annual bonus).  Option
    Exercises and Shares Vested
    Option Awards


Share AwardsNumber of





Number ofShares





SharesAcquired on


Value Realized


Acquired on


Value RealizedName

Exercise


on Exercise


Vesting


on VestingWilliam P. Hankowsky










16,312


$
816,160George J. Alburger, Jr.


42,806


$
1,038,045



9,607


$
482,276Robert E. Fenza


110,451


$
2,437,370



6,612


$
334,220James J. Bowes


37,500


$
1,077,562



4,819


$
243,076Michael T. Hagan










3,778


$
188,110  24




---



##### 



Equity
    Compensation Plan Information
    Number ofSecurities RemainingAvailable forFuture IssuanceNumber of





Under EquitySecurities to





Compensation Plansbe Issued


Weighted-Average Exercise


(Excluding SecuritiesUpon Exercise


Price of


Reflected inof Outstanding


Outstanding Options,


Column 1Options, Warrants


Warrants and


of thisPlan Category

and Rights(1)


Rights


table)(1)Equity Compensation Plans Approved by Security Holders


2,416,236


$
33.67



2,738,176Equity Compensation Plans Not Approved by Security Holders










Total


2,416,236


$
33.67



2,738,176     (1)
    
    Does not reflect restricted shares and options awarded in 2008
    with respect to the fiscal year ended December 31, 2007.
    Taking into account restricted shares and options subject to
    awards under the 2008 Plan made on March 28, 2008 the
    numbers listed above would be as follows: 3,074,213 (number of
    shares to be issued); $33.14 (weighted-average price); and
    1,929,440 (number of securities remaining available).  Payments
    upon Termination Events, Including Following a Change of
    Control
     25




---



##### 



Payments
    Made Upon Termination by Trust Not for Cause
    
    non-equity incentive compensation earned during the fiscal year;
    unused vacation pay  Payments
    Made Upon Retirement
    Minimum YearsAge

of Service to Trust


Amount to Vest55-56


10


Options and restricted shares that would have vested in
    accordance with their terms during the 12month period
    after the named executive officers retirement shall vest
    as of the date of retirement57-58


8


Options and restricted shares that would have vested in
    accordance with their terms during the 24month period
    after the named executive officers retirement shall vest
    as of the date of retirement59-60


6


Options that would have vested in accordance with their terms
    during the 24month 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 36month
    period after the named executive officers retirement shall
    vest as of the date of retirement61-62


4


Options and restricted shares that would have vested in
    accordance with their terms during the 48month period
    after the named executive officers retirement shall vest
    as of the date of retirement63-64


2


Options and restricted shares that would have vested in
    accordance with their terms during the 60month period
    after the named executive officers retirement shall vest
    as of the date of retirement65 or more





Alloptions and restricted shares not vested at the date
    of retirement shall vest as of the date of retirement     YearsName

Age


of ServiceWilliam P. Hankowsky


56



7George J. Alburger, Jr.


60



12+Robert E. Fenza


50



23+James J. Bowes


54



11+Michael T. Hagan


50



18+     Payments
    Made Upon Death or Disability
   26




---



##### 



Payments
    Made Upon a Termination Following a Change of Control
    
    the named executive officer will receive:  
    a lump sum severance payment of 2.99 times the sum of the
    executives current annual base salary plus the largest
    annual performance bonus paid to him over the previous five
    years;
    a lump sum amount representing a pro rata portion, through the
    date of termination, of unpaid performance bonus for the year in
    which the termination occurs, assuming achievement of the target
    level of the performance goals;
    a lump sum 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;
    an amount equal to the excise tax charged to the named executive
    officer as a result of the receipt of any
    change-of-control
    payments; and  
    continuation of employee group benefits coverage for a period of
    three years after the date of termination.
    all options and restricted shares held by the executive, as well
    as contributions previously made by the Trust to the
    individuals account under the 401(k) plan, will
    automatically vest  Form 10-K
         27




---



##### 



William
    P. Hankowsky
  Termination








Termination Withinby Trust Not





Death or


Two Years FollowingFor Cause


Retirement


Disability


a Change of ControlCash Severance

$
666,696






$
666,696


$
3,104,305Value of Accelerated Share-Based Awards










1,959,829



1,959,829Excise Tax
    Gross-Up














1,522,141Total

$
666,696






$
2,626,525


$
6,586,275   George
    J. Alburger, Jr.
  Termination








Termination Withinby Trust Not





Death or


Two Years FollowingFor Cause


Retirement


Disability


a Change of ControlCash Severance

$
635,458






$
635,458


$
2,120,858Value of Accelerated Share-Based Awards





$
1,100,427



1,157,989



1,157,989Excise Tax
    Gross-Up














Total

$
635,458


$
1,100,427


$
1,793,447


$
3,278,847   Robert
    E. Fenza
  Termination








Termination Withinby Trust Not





Death or


Two Years FollowingFor Cause


Retirement


Disability


a Change of ControlCash Severance

$
676,226






$
676,226


$
2,134,253Value of Accelerated Share-Based Awards










428,318



428,318Excise Tax
    Gross-Up














Total

$
676,226






$
1,104,544


$
2,562,571   James
    J. Bowes
  Termination








Termination Withinby Trust Not





Death or


Two Years FollowingFor Cause


Retirement


Disability


a Change of ControlCash Severance

$
433,007






$
433,007


$
1,802,309Value of Accelerated Share-Based Awards










319,272



319,272Excise Tax
    Gross-Up














Total

$
433,007






$
752,279


$
2,121,581  28




---



##### 



Michael
    T. Hagan
  Termination








Termination Withinby Trust Not





Death or


Two Years FollowingFor Cause


Retirement


Disability


a Change of ControlCash Severance

$
523,167






$
523,167


$
1,775,908Value of Accelerated Share-Based Awards










306,510



306,510Excise Tax
    Gross-Up














Total

$
523,167






$
829,677


$
2,082,418   SECTION 16(A)
    BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
    TRUSTEE
    COMPENSATION
    FeesEarnedor Paid


Share


Option


All OtherName

in Cash


Awards(1)(2)


Awards(1)(2)


Compensation


TotalFrederick F. Buchholz

$
48,000


$
34,500


$
22,365






$
104,865Thomas C. DeLoach, Jr.

$
56,500


$
34,500


$
22,365






$
113,365Daniel P. Garton

$
34,500


$
34,500


$
22,365






$
91,365J. Anthony Hayden

$
42,000


$
34,500


$
22,365






$
98,865M. Leanne Lachman

$
52,500


$
34,500


$
22,365






$
109,365David L. Lingerfelt

$
32,000


$
34,500


$
22,365






$
88,865Jose A. Mejia

$
43,500


$
34,500


$
17,428






$
95,428John A. Miller

$
47,000


$
34,500


$
22,365






$
103,865Stephen B. Siegel

$
39,000


$
34,500


$
22,365






$
95,865     (1)
    
    The aggregate numbers of shares and shares issuable upon the
    exercise of options to purchase shares for the trustees
    outstanding as of December 31, 2007 are as follows:
    Mr. Buchholz (28,494 shares; options to purchase
    40,000 shares); Mr. DeLoach (37,803 shares;
    options to purchase 17,500 shares); Mr. Garton
    (3,402 shares; options to purchase 30,000 shares);
    Mr. Hayden (77,768 shares; options to purchase
    50,000 shares); Ms. Lachman (36,506 shares;
    options to purchase 35,000 shares); Mr. Lingerfelt
    (8,850 shares; options to purchase 50,000 shares);
    Mr. Mejia (1,405 shares; options to purchase
    15,000 shares); Mr. Miller (19,948 shares;
    options to purchase 50,000 shares); and Mr. Siegel
    (31,813 shares; options to purchase 16,500 shares).(2)
    
    The grant date fair values of the shares awards and option
    awards made to each of the non-employee trustees in 2007 were
    $49.74 and $5.33, respectively.   29




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##### 



10-year
 30




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##### 



RATIFICATION
    OF SELECTION OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      Fees
    billed to the Trust by Ernst & Young LLP during 2007
    and 2006
    Audit Fees. Form 10-Q
  Audit-Related Fees.
  Tax Fees.
  All Other Fees.
       31




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##### 



Recommendation
    and Required Vote
    CERTAIN
    RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
    POLICY
    FOR APPROVING RELATED PARTY TRANSACTIONS
   32