**TABLE OF CONTENTS**           **Page**       section 1 Purpose  A-1  section 2 Definitions  A-1  2.1 “Applicable Multiplier”  A-1  2.2 “Board of Trustees”  A-1  2.3 A “Change of Control”  A-1  2.4 “Claimant”  2  2.5 “Common Shares”  2  2.6 “Company”  2  2.7 “Compensation Committee”  2  2.8 “Effective Date”  2  2.9 “Disability”  3  2.10 “Employee”  3  2.11 “Eligible Bonus”  3  2.12 “Extended Leave of Absence”  3  2.13 “Good Reason”  3  2.14 “Liberty Property Limited Partnership”  3  2.15 “Liberty Property Trust”  3  2.16 “Notice of Termination”  3  2.17 “Paid Time Off”  3  2.18 “Pay”  3  2.19 “Plan”  4  2.20 “Severance Pay”  4  2.21 “Subsidiary”  4  2.22 “Termination Date”  4  2.23 “Willful Misconduct”  4  2.24 “Year of Pay”  4  section 3 Eligibility  4  3.1 Eligible Employees  4  3.2 Disability or Extended Leave of Absence  4  3.3 Willful Misconduct  5  3.4 Good Reason  5 
 

 
**TABLE OF CONTENTS**           **Page**       3.5 Termination of Employment  6  3.6 Disqualification  6  section 4 Severance Benefit Amount  7  4.1 Severance Pay  7  4.2 Increases to Severance Pay  8  4.3 Unemployment Compensation  8  4.4 Sickness; Disability  8  4.5 Reduction of Severance Pay  8  4.6 Section 280G(b) of Code  9  (a) 8      (c) 9      4.7 Further Actions  10  section 5 Distribution of Benefits  10  5.1 Payment  10  5.2 Deceased Employees  10  section 6 Plan Administration  10  6.1 Compensation Committee  11  6.2 Determinations Conclusive  11  6.3 Disputes  11  6.4 Payment of Fees  11  section 7 Plan Modification or Termination  12  7.1 Automatic Termination  12  7.2 Modifications and Amendments  12  7.3 Determination of Claims  12  section 8 General Provisions  13  8.1 No Right to Employment  13  8.2 Vacancies on Compensation Committee  13  8.3 Assignments  13  8.4 Plan Unfunded  13  8.5 No Set Off; No Mitigation  13  8.6 Governing Law  14 
 

 
**TABLE OF CONTENTS**           **Page**       8.7 Welfare Plan  14 
 

 
**SECTION 1****PURPOSE**     The Company considers it essential to its best interests to foster the optimum performance ofits management employees. The Company recognizes the possibility that a Change in Control of theCompany or one or more Subsidiaries may occur, or that the Company may engage in certain othertransactions which may affect its management employees, and that such possibility, and theuncertainty and questions which it may raise, may result in the distraction of management to thedetriment of the Company.     In order to encourage management employees to maintain their continued attention anddedication to their duties and responsibilities, the Company has adopted this Management SeverancePlan.**SECTION 2****DEFINITIONS**     As hereinafter used:     2.1 **“Applicable Multiplier**” with respect to each Employee, which shall be either 1.99 or 2.99,shall be set forth opposite the name of such Employee on Exhibit “A.”     2.2 “**Board of Trustees**” means the Board of Trustees of Liberty Property Trust.     2.3 A “**Change of Control**” shall be deemed to have occurred upon the earliest to occur of thefollowing events:               (a) the date on which the shareholders of the Company (or the Board of Trustees, ifshareholder action is not required) approve a plan or other arrangement pursuant to which theCompany will be dissolved or liquidated, or               (b) the date on which the transactions contemplated by a definitive agreement to sell orotherwise dispose of substantially all of the assets of the Company are consummated, other than atransaction in which the holders of the Common Shares immediately prior to the transaction willhave at least fifty percent (50%) of the voting power of the acquiring entity’s voting securitiesimmediately after such transaction (without regard to such holders’ ownership of such acquiringentity’s voting securities immediately before or contemporaneously with such transaction), whichvoting securities are to be held by such holders immediately following such transaction insubstantially the same proportion among themselves as such holders’ ownership of the Common Sharesimmediately before such transaction, or               (c) the first date on which (i) the transactions contemplated by a definitive agreement tomerge or consolidate the Company with or into the other constituent entity, or to merge such otherentity with or into the Company, have been
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**TABLE OF CONTENTS**