Exhibit 10.5





BRANDYWINE REALTY TRUST  AMENDED AND RESTATED 1997 LONG-TERM INCENTIVE PLAN


(As amended effective May 2, 2005)





SECTION 1.  Purpose;  Definitions.  The purpose  of the Brandywine Realty Trust 1997 Long-Term Incentive Plan (the Plan) is to  offer to certain employees and trustees of Brandywine Realty Trust (the  Company), organized as a Maryland real estate investment trust, and its  subsidiaries, equity interests in the Company, options to acquire equity  interests in the Company, and other performance-based incentive awards, thereby  attracting, retaining and motivating such persons, and strengthening the  mutuality of interests between such persons and the Companys  shareholders.  The Plan was originally  adopted effective May 12, 1997 and has been amended with shareholder approval  effective May 15, 1998 and May 2, 2005.





For  purposes of the Plan, the following initially capitalized words and phrases  shall be defined as set forth below, unless the context clearly requires a  different meaning:





a.          Affiliate  means, with respect to a person or entity, a person that directly or indirectly  controls, or is controlled by, or is under common control with such person or  entity.





b.          Board  means the Board of Trustees of the Company, as constituted from time to time.





c.          Cause  occurs when the Participant, as determined by the Board:





(i)          has  engaged in any type of disloyalty to the Company, including without limitation,  fraud, embezzlement, theft, or dishonesty in the course of his employment or  engagement, or has otherwise breached any fiduciary duty owed to the Company;





(ii)         has  been convicted of a felony;





(iii)       has  disclosed trade secrets or confidential information of the Company; or





(iv)       has  breached any agreement with or duty to the Company in respect of confidentiality,  non-disclosure, non-competition or otherwise.





d.          Change  of Control means:





(i)          the  acquisition in one or more transactions by any Person (as the term person is  used for purposes of Sections 13(d) or 14(d) of the Exchange Act) of  Beneficial ownership (within the meaning of Rule 13d-3 promulgated under the  Exchange Act) of twenty-five percent (25%) or more of the combined voting power  of the Companys then outstanding voting securities (the Voting Securities),  provided that for purposes of this clause (i) Voting Securities acquired  directly from the Company by any Person shall be excluded from the  determination of such Persons Beneficial ownership of Voting Securities (but  such Voting Securities shall be included in the
calculation of the total number  of Voting Securities then outstanding); or





(ii)         approval  by shareholders of the Company of:





(A)          a  merger, reorganization or consolidation involving the Company if the  shareholders of the Company immediately before such merger, reorganization or  consolidation do not or will not own directly or indirectly immediately following  such merger, reorganization or consolidation, more than fifty percent (50%) of  the combined voting power of the outstanding voting securities of the company  resulting from or surviving such merger, reorganization or consolidation in  substantially the same proportion as their ownership of the Voting Securities  outstanding immediately before such merger, reorganization or
consolidation; or





(B)          a  complete liquidation or dissolution of the Company; or





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(C)          an  agreement for the sale or other disposition of all or substantially all of the  assets of the Company; or





(iii)       acceptance  by shareholders of the Company of shares in a share exchange if the  shareholders of the Company immediately before such share exchange do not or  will not own directly or indirectly immediately following such share exchange  more than fifty percent (50%) of the combined voting power of the outstanding  voting securities of the entity resulting from or surviving such share exchange  in substantially the same proportion as their ownership of the Voting  Securities outstanding immediately before such share exchange; or





(iv)       a  change in the composition of the Board over a period of twenty four (24) months  or less such that a majority of the Board members ceases to be comprised of  individuals who either: (i) have been board members continuously since the  beginning of such period; or (ii) have been elected or nominated for election  as Board members during such period by at least a majority of the Board members  described in clause (i) who were still in office at the time such election or  nomination was approved by the Board.





e.          Code  means the Internal Revenue Code of 1986, as amended from time to time, and any  successor thereto.





f.          Committee  shall mean the Committee appointed by the Board in accordance with Section 2 of  the Plan, if one is appointed, in which event in connection with this Plan, the  Committee shall possess all of the power and authority of, and shall be  authorized to take any and all actions required to be taken hereunder by, and  make any and all determinations required to be taken hereunder by, the Board.





g.          Disability  shall mean a disability of an employee or a trustee which renders such employee  or trustee unable to perform the full extent of his duties and responsibilities  by reason of his illness or incapacity which would entitle that employee or  trustee to receive Social Security Disability Income under the Social Security  Act, as amended, and the regulations promulgated thereunder.  Disabled shall mean having a  Disability.  The determination of  whether a Participant is Disabled shall be made by the Board, whose  determination shall be conclusive; provided that,





(i)          if  a Participant is bound by the terms of an employment agreement between the  Participant and the Company, whether the Participant is Disabled for purposes  of the Plan shall be determined in accordance with the procedures set forth in  said employment agreement, if such procedures are therein provided; and





(ii)         a  Participant bound by such an employment agreement shall not be determined to be  Disabled under the Plan any earlier than he would be determined to be disabled  under his employment agreement.





h.          Exchange  Act means the Securities Exchange Act of 1934, as amended.





i.          Fair  Market Value means, as of any date: (i) the closing price of the Shares as  reported on the principal nationally recognized stock exchange on which the  Shares are traded on such date, or if no Share prices are reported on such  date, the closing price of the Shares on the next preceding date on which there  were reported Share prices; or (ii) if the Shares are not listed or admitted to  unlisted trading privileges on a nationally recognized stock exchange, the  closing price of the Shares as reported by The NASDAQ Market on such date, or  if no Share prices are reported on such date, the closing price of the Shares  on the next preceding date on which there were reported Share prices; or (3) if  the Shares are not listed or admitted to unlisted trading
privileges on a  nationally recognized stock exchange or traded on The NASDAQ Market, then the  Fair Market Value shall be determined by the Board acting in its discretion,  which determination shall be conclusive.





j.          Incentive  Stock Option means any Option intended to be and designated as an Incentive  Stock Option within the meaning of Section 422 of the Code.





k.          Long-Term  Performance Award or Long-Term Award means an award made pursuant to Section  8 hereof that is payable in cash and/or Shares (including Restricted Shares,  Performance Shares and Performance Units) in accordance with the terms of the  grant, based on Company, business unit and/or individual performance, in each  case as determined by the Committee and as set forth in the grant letter.





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l.          Non-Employee  Trustee shall have the meaning set forth in Rule 16b-3(b)(3) promulgated by  the Securities and Exchange Commission under the Exchange Act, or any successor  definition adopted by the Securities and Exchange Commission (substituting the  word trustee for director); provided, however, that the Board or the  Committee may, in its sole discretion, substitute the definition of outside  director provided in the regulations under Section 162(m) of the Code in place  of the definition of Non-Employee Director contained in the Exchange Act.





m.          Non-Qualified  Stock Option means any Option that is not an Incentive Stock Option.





n.          Participant  means an employee or trustee of the Company or a Subsidiary to whom an award is  granted pursuant to the Plan.





o.          Performance  Share means an award made pursuant to Section 9 hereof of the right to receive  Shares at the end of a specified performance period.





p.          Performance  Unit means an award made pursuant to Section 10 hereof of the right to receive  cash at the end of a specified performance period.





q.          Restricted  Shares means an award of Shares that is subject to restrictions pursuant to  Section 7 hereof.





r.          Retirement  means termination of the employment of a Participant with the Company, an  Affiliate (including parent) or a Subsidiary other than (i) a termination  effected at the direction of the Company or parent (whether or not the Company  effects such termination for Cause), (ii) termination on account of Disability,  or (iii) termination on account of death.   With respect to a trustee who is not also an employee of the Company,  Retirement shall occur at such time as the individual ceases to be a trustee.





s.          Rules  means Section 16 of the Exchange Act and the regulations promulgated  thereunder.





t.          SAR  means a share appreciation right granted under the Plan and described in  Section 6 hereof.





u.          Securities  Broker means a registered securities broker acceptable to the Company who  agrees to effect the cashless exercise of an Option pursuant to Section 5(k)  hereof.





v.          Share  means a common share of beneficial interest, $.01 par value per share, of the  Company, subject to substitution or adjustment as provided in Section 3(c)  hereof.





w.          Stock  Option or Option means any option to purchase Shares (including Restricted  Shares, if the Committee so determines) granted pursuant to Section 5 hereof.





x.          Subsidiary  means, in respect of the Company or parent, a subsidiary company, whether now  or hereafter existing, as defined in Sections 424(f) and (g) of the Code, and  any other entity 50% or more of the economic interests in which are owned,  directly or indirectly, by the Company.





y.          Trustee  means a member of the Board.





SECTION 2.  Administration.  The Plan shall be administered by the  Board.  The Board may at any time by a  unanimous vote, with each member voting, appoint a Committee consisting of not  less than two Trustees to administer the Plan on behalf of the Board, subject  to such terms and conditions as the Board may prescribe, provided that each  Committee member shall be a Non-Employee Trustee.  Members of the Committee shall serve for such period of time as  the Board may determine.  Members of the  Board or the Committee who are eligible for awards or have been granted awards  may vote on any matters affecting the administration of the Plan or any awards  pursuant to the Plan.





If  a Committee is appointed, all references to actions to be taken by the Board in  the administration of the Plan shall be construed as references to the  Committee.





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From  time to time the Board may increase the size of the Committee and appoint  additional members thereto (provided such new members are Non-Employee  Trustees), remove members (with or without Cause) and appoint new members in  substitution therefor, fill vacancies however caused, or remove all members of  the Committee and thereafter directly administer the Plan.





The  Board shall have full authority to grant to eligible persons under Section 4:  (i) Options, (ii) SARs, (iii) Restricted Shares,  (iv) Long-Term Performance Awards, (v) Performance Shares and/or  (vi) Performance Units.  In  particular, the Board shall have the authority:





a.          to  select the persons to whom Options, SARs, Restricted Shares, Long-Term  Performance Awards, Performance Shares and Performance Units may from time to  time be granted hereunder;





b.          to  determine whether and to what extent Incentive Stock Options, Non-Qualified  Stock Options, SARs, Restricted Shares, Long-Term Performance Awards,  Performance Shares and Performance Units, or any combination thereof, are to be  granted hereunder;





c.          to  determine the number of Shares, if any, to be covered by each such award  granted hereunder;





d.          to  determine the terms and conditions, not inconsistent with the terms of the  Plan, of any award granted hereunder, including, but not limited to, the Share  price and any restriction or limitation, any vesting provisions, or any vesting  acceleration or forfeiture waiver regarding any Option or other award and/or  the Shares relating thereto, or the length of the period following termination  of employment of any Participant during which any Option or SAR may be exercised  (which, in the case of an Incentive Stock Option, shall be no longer than one  year in the case of the termination of employment of a Participant by reason of  death or Disability, or three months in the case of the termination of  employment of a Participant for any reason other than death or Disability),
based on such factors as the Board shall determine, in its sole discretion;





e.          to  determine whether and under what circumstances an Option may be exercised  without a payment of cash under Section 5(k); and





f.          to  determine whether, to what extent and under what circumstances Shares and other  amounts payable with respect to an award under the Plan may be deferred either  automatically or at the election of the Participant; and





g.          to  make such arrangements with a Subsidiary for awards to be made to a Participant  by such Subsidiary and for the transfer of Shares to such Subsidiary for the  purpose of delivery to such Participant, as the Board may deem necessary or  appropriate to further the purposes of the Plan.





The  Board shall have the authority to adopt, alter and repeal such administrative  rules, guidelines and practices governing the Plan as it shall, from time to  time, deem advisable; to interpret the terms and provisions of the Plan and any  award issued under the Plan (and any agreements relating thereto); to amend the  terms of any agreement relating to any award issued under the Plan, provided  that the Participant consents to such amendment; and to otherwise supervise the  administration of the Plan.  The Board  may correct any defect, supply any omission or reconcile any inconsistency in  the Plan or in any award granted in the manner and to the extent it shall deem  necessary to carry out the intent of the Plan.





All  decisions made by the Board pursuant to the provisions of the Plan shall be  final and binding on all persons, including the Company and Participants.  No member of the Board shall be liable for  any good faith determination, act or failure to act in connection with the Plan  or any award made under the Plan.





SECTION 3.  Shares  Subject to the Plan.





a.          Shares  Subject to the Plan.  The Shares to  be subject or related to awards under the Plan shall be authorized and unissued  Shares of the Company or Shares previously issued and subsequently acquired by  or on behalf of the Company.  The  maximum number of Shares available for awards under the Plan is 6,600,000.  Of such Shares, (1) 6,100,000 shall be  available for Non-Qualified Stock Options, Incentive Stock Options, Restricted  Shares, SARS, Long-Term Performance Awards and/or Performance Shares; and (2)  500,000 shall be available





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solely for Non-Qualified Stock  Options, Incentive Stock Options and SARS that meet the Specified Limitation  described below in this Section 3(a) (such 500,000 Shares referred to in this  clause (2) being hereinafter referred to as the Restricted Pool).  The Company may reserve for the purposes of  the Plan 6,600,000 Shares.  If and to  the extent that an SAR, Long-Term Performance Award or Performance Unit is  settled in cash or payable solely in cash, such award shall not reduce the  number of Shares subject to the Plan.   No individual shall be granted, over the term of the Plan, Options or  SARs exercisable for more than an aggregate of 4,500,000 Shares.  In order for a Non-Qualified Stock Option or  Incentive Stock Option to meet the Specified Limitation, it must have an  exercise price per Share purchasable under the Option of not less than 100% of  the Fair Market Value of the Share on the date of the grant, and in
order for  an SAR to meet the Specified Limitation, it must entitle the recipient to  receive, upon exercise thereof, the excess of the Fair Market Value of the  Share covered by the SAR on the date of exercise over the Fair Market Value of  a Share on the date of the grant.





b.          Effect  of the Expiration or Termination of Awards.  If and to the extent that an award made under the Plan expires,  terminates or is canceled or forfeited for any reason, the number of Shares  associated with the expired, terminated, canceled or forfeited portion of the  award shall again become available for award under the Plan.





c.          Other  Adjustment.  In the event of any  merger, reorganization, consolidation, recapitalization, Share distribution or  dividend, Share split or combination, or other change in entity structure  affecting the Shares, such substitution or adjustment shall be made in the  aggregate number, type and issuer of the securities reserved for issuance under  the Plan, in the number and Option price of securities subject to outstanding Options  granted under the Plan and in the number and price of securities subject to  other awards made under the Plan, as may be determined to be appropriate by the  Board in its sole discretion, provided that the number of securities subject to  any award shall always be a whole number. The Board, in its sole discretion,  shall make appropriate
equitable anti-dilution adjustments to the number of  then-outstanding SARs, and to the Fair Market Value upon which the value of  such SARs is based.





SECTION 4.  Eligibility.  Trustees and other employees of the Company  or its Subsidiaries are eligible to be granted awards under the Plan.  Trustees and other employees who are not  employees of the Company or of a Subsidiary that is a subsidiary as defined in  Section 424(f) and (g) of the Code, are eligible to be granted awards under the  Plan, but are not eligible to be granted Incentive Stock Options.





SECTION 5.  Options.  Options granted under the Plan may be of two  types: (i) Incentive Stock Options or (ii) Non-Qualified Stock Options.  Options may be granted alone, in addition to  or in tandem with other awards granted under the Plan.  Any Option granted under the Plan shall be  in such form as the Board may from time to time approve.





The  Board shall have the authority to grant any Participant eligible under Section  4 Incentive Stock Options, Non-Qualified Stock Options, or both types of  Options (in each case with or without SARs).   To the extent that any Option does not qualify as an Incentive Stock  Option, it shall constitute a Non-Qualified Stock Option.





Options  granted under the Plan shall be subject to the following terms and conditions  and shall contain such additional terms and conditions, not inconsistent with  the terms of the Plan, as the Board shall deem appropriate; provided, however,  that the provisions of Option awards need not be the same with respect to each  Participant:





a.          Option  Price.  The exercise price per Share  purchasable under a Non-Qualified Stock Option shall be determined by the  Board; provided that the exercise price per Share of an Option awarded under  the Restricted Pool shall meet the Specified Limitation; and the exercise price  per Share purchasable under an Incentive Stock Option shall be 100% of the Fair  Market Value of the Share on the date of the grant.  However, any Incentive Stock Option granted to any Participant  who, at the time the Option is granted, owns more than 10% of the voting power  of all classes of shares of the Company or of a Subsidiary that is a subsidiary  company as defined in Section 424(f) and (g) of the Code, shall have an  exercise price per Share of not less than 110% of Fair Market
Value per Share  on the date of the grant.





b.          Option  Term.  The term of each Option shall  be fixed by the Board, but no Option shall be exercisable more than ten years  after the date the Option is granted.   However, any Incentive Stock Option granted to any Participant who, at  the time such Option is granted, owns more than 10% of the voting power of all  classes of shares of the Company or of a Subsidiary that is a subsidiary  company as defined in Section 424(f) and (g)





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of the Code, may not have a  term of more than five years.  No Option  may be exercised by any person after expiration of the term of the Option.





c.          Exercisability.  Options shall vest and be exercisable at  such time or times and subject to such terms and conditions as shall be  determined by the Board at the time of grant.   If the Board provides, in its discretion, that any Option is exercisable  only in installments, the Board may waive such installment exercise provisions  at any time at or after grant, in whole or in part, based on such factors as  the Board shall determine, in its sole discretion.





d.          Method  of Exercise.  Subject to the  exercise provisions under Section 5(c) and the termination provisions set forth  in Sections 5(f) through (i), Options may be exercised in whole or in part at  any time and from time to time during the term of the Option, by giving written  notice of exercise to the Company specifying the number of Shares to be  purchased.  Such notice shall be accompanied  by payment in full of the purchase price, either by certified or bank check, or  such other instrument as the Board may accept.   As determined by the Board, in its sole discretion, at or after grant,  payment in full or in part of the exercise price of an Option may be made in  the form of Shares that are not unvested Restricted Shares based on the Fair  Market Value
of the Shares on the date the Option is exercised; provided,  however, that, in the case of an Incentive Stock Option, the right to make a  payment in the form of already owned Shares may be authorized only at the time  the Option is granted.





No  Shares shall be issued upon exercise of an Option until full payment therefor  has been made.  A Participant shall not  have the right to distributions or dividends or any other rights of a  shareholder with respect to Shares subject to the Option until the Participant  has given written notice of exercise, has paid in full for such Shares, and, if  requested, has given the representation described in Section 13(a) hereof.





e.          Non-transferability  of Options.  Unless otherwise  determined by the Board, no Option shall be transferable by the Participant  otherwise than by will or by the laws of descent and distribution and all  Options shall be exercisable, during the Participants lifetime, only by the  Participant or, in the event of his Disability, by his personal representative.





f.          Termination  by Reason of Death.  Subject to  Section 5(i), if a Participants service with the Company or any Subsidiary  terminates by reason of death, any Option held by such Participant may  thereafter be exercised, to the extent then exercisable or on such accelerated  basis as the Board may determine at or after grant, by the legal representative  of the estate or by the legatee of the Participant under the will of the  Participant, for a period expiring (i) at such time as may be specified by the  Board at or after the time of grant, or (ii) if not specified by the Board,  then one year from the date of death, or (iii) if sooner than the applicable  period specified under (i) or (ii) above, then upon the expiration of the  stated term of such
Option.





g.          Termination  by Reason of Disability.  Subject to  Section 5(i), if a Participants service with the Company or any Subsidiary  terminates by reason of Disability, any Option held by such Participant may  thereafter be exercised by the Participant or his personal representative, to  the extent it was exercisable at the time of termination, or on such  accelerated basis as the Board may determine at or after grant, for a period  expiring (i) at such time as may be specified by the Board at or after the time  of grant, or (ii) if not specified by the Board, then six months from the date  of termination of service, or (iii) if sooner than the applicable period  specified under (i) or (ii) above, then upon the expiration of the stated term  of such Option; provided,
however, that if the Participant dies within such  period, any unexercised Option held by such Participant shall, at the sole  discretion of the Board, thereafter be exercisable to the extent to which it  was exercisable at the time of death for a period of one (1) year from the date  of such death (or such other period as may be specified by the Board) or until  the expiration of the stated term of such Option, whichever period is shorter.





h.          Other  Termination.  Subject to Section  5(i), if a Participants service with the Company or any Subsidiary terminates  for any reason other than death or Disability, any Option held by such  Participant may thereafter be exercised by the Participant, to the extent it  was exercisable at the time of such termination or on such accelerated basis as  the Board may determine at or after the time of grant, for a period expiring  (i) at such time as may be specified by the Board at or after the time of  grant, or (ii) if not specified by the Board, then thirty (30) days from the  date of termination of service, or (iii) if sooner than the applicable period  specified under (i) or (ii) above, then upon the expiration of the stated term  of such Option.





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i.          Change  of Control.  In the event of a  Change of Control, the Board may, in its sole discretion, cause all outstanding  Options to immediately become fully exercisable.





j.          Incentive  Stock Option Limitations.  To the  extent required for incentive stock option status under Section 422 of the  Code, the aggregate Fair Market Value (determined as of the time of grant) of  the Shares with respect to which Incentive Stock Options are exercisable for  the first time by the Participant during any calendar year under the Plan  and/or any other plan of the Company or any Subsidiary shall not exceed  $100,000.  For purposes of applying the  foregoing limitation, Incentive Stock Options shall be taken into account in  the order granted.





k.          Cashless  Exercise.  The Company may, in the  sole discretion of the Board, cooperate in a cashless exercise of an  Option.  The cashless exercise shall be  effected by the Participant delivering to the Securities Broker instructions to  sell a sufficient number of Shares to cover the costs and expenses associated  therewith.





SECTION 6.  Share  Appreciation Rights.





a.          Grant.  SARs may be granted alone (Stand-Alone  SARs) or in conjunction with all or part of any Option granted under the Plan  (Tandem SARs). In the case of a Non-Qualified Stock Option, a Tandem SAR may  be granted either at or after the time of the grant of such Option.  In the case of an Incentive Stock Option, a  Tandem SAR may be granted only at the time of the grant of such Option.





b.          Exercise.





(i)          Tandem  SARs.  A Tandem SAR or applicable  portion thereof shall terminate and no longer be exercisable upon the  termination or exercise of the related Option or portion thereof, except that,  unless otherwise determined by the Board, in its sole discretion at the time of  grant, a Tandem SAR granted with respect to less than the full number of Shares  covered by a related Option shall be reduced only after such related Option is  exercised or otherwise terminated with respect to the number of Shares not  covered by the Tandem SAR.





A  Tandem SAR may be exercised by a Participant by surrendering the applicable  portion of the related Option, only at such time or times and to the extent  that the Option to which such Tandem SAR relates shall be exercisable in  accordance with the provisions of Section 5 and this Section 6.  Options which have been so surrendered, in  whole or in part, shall no longer be exercisable to the extent the related  Tandem SARs have been exercised.





Upon  the exercise of a Tandem SAR, a Participant shall be entitled to receive, upon  surrender to the Company of all (or a portion) of an Option in exchange for cash  and/or Shares, an amount equal to the excess of (A) the Fair Market Value, as  of the date such Option (or such portion thereof) is surrendered, of the Shares  covered by such Option (or such portion thereof) over (B) the aggregate  exercise price of such Option (or such portion thereof).





Upon  the exercise of a Tandem SAR, the Option or part thereof to which such Tandem  SAR is related shall be deemed to have been exercised and (for the purpose of  the limitation set forth in Section 3(a) of the Plan on the number of Shares  available for awards under the Plan) the number of Shares available for awards  under the Plan shall be reduced by the number of Shares, if any, issued upon  such exercise; provided however, that if the Tandem SAR is from the Restricted  Pool (as defined in Section 3(a) of the Plan), then the number of Shares  available for awards under the Plan shall instead be reduced by the total  number of Tandem SARs that are exercised and settled for Shares and not the  number of Shares, if any, issued upon such exercise.





A  Tandem SAR may be exercised only if and when the Fair Market Value of the  Shares subject to the Option exceeds the exercise price of such Option.





(ii)       Stand-Alone  SARs.  A Stand-Alone SAR may be  exercised by a Participant giving notice of intent to exercise to the Company,  provided that all or a portion of such Stand-Alone SAR shall have become vested  and exercisable as of the date of exercise.





Upon  the exercise of a Stand-Alone SAR, a Participant shall be entitled to receive,  in either cash and/or Shares, as determined by the Board, an amount equal to  the excess, if any, of (A) the Fair Market Value, as of the





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date such SAR (or portion of  such SAR) is exercised, of the Shares covered by such SAR (or portion of such  SAR) over (B) the Fair Market Value of the Shares covered by such SAR (or a  portion of such SAR) as of the date such SAR   (or a portion of such SAR) was granted.





For  the purpose of the limitation set forth in Section 3(a) of the Plan on the  number of Shares available for awards under the Plan, upon the exercise of a  Stand-Alone SAR, the number of Shares available for awards under the Plan shall  be reduced by the number of Shares, if any, issued under, and upon the exercise  of, the Stand-Alone SAR; provided however, that if the Stand-Alone SAR is from  the Restricted Pool (as defined in Section 3(a) of the Plan), then the number  of Shares available for awards under the Plan shall instead be reduced by the  total  number of Stand-Alone SARs that  are exercised and settled for Shares and not the number of Shares, if any,  issued upon such exercise.





c.          Terms  and Conditions.  SARs shall be  subject to such terms and conditions, not inconsistent with the provisions of  the Plan, as shall be determined from time to time by the Board, in its sole  discretion; provided, however, that the provisions of SAR awards need not be  the same with respect to each Participant. Such terms and conditions include  the following:





(i)          Non-Transferability.  Unless otherwise determined by the Board, no  SAR shall be transferable by the Participant otherwise than by will or by the  laws of descent and distribution and all SARs shall be exercisable, during the  Participants lifetime, only by the Participant or, in the event of his  Disability, by his personal representative.





(ii)          Term  of SAR.  The term of each SAR shall  be fixed by the Board, provided that the term of a Tandem SAR shall be  determined by the terms of the applicable Option, and provided further that the  term of a Stand-Alone SAR shall be ten (10) years, unless another term is  specified by the Board.





(iii)          Exercisability.  SARs shall vest and be exercisable at such  time or times and subject to such terms and conditions as shall be determined  by the Board at the time of grant, provided that the term of a Tandem SAR shall  be determined by the terms of the applicable Option.  A Participant shall not have any rights as a shareholder with  respect to any SAR.





(iv)          Termination  of Employment.  Unless otherwise  specified in the terms of an award, SARs shall be subject to the terms of  Sections 5(f)-(h) with respect to exercise upon termination of employment.





(v)          Change  of Control.  In the event of a  Change of Control, the Board may, in its sole discretion, cause all outstanding  SARs to immediately become fully exercisable.





SECTION 7.   Restricted  Shares.





a.          Administration.  Restricted Shares may be issued either alone  or in addition to other awards granted under the Plan.  The Board shall determine the persons to  whom, and the time or times at which, grants of Restricted Shares will be made,  the number of Shares to be awarded, the price (if any) to be paid by the  recipient of Restricted Shares, the time or times within which such awards may  be subject to forfeiture, and all other conditions of the awards.





The  Board may condition the vesting of Restricted Shares upon the attainment of  specified performance goals or such other factors as the Board may determine,  in its sole discretion, at the time of the award.  The Board may award Restricted Shares that vest without regard to  the attainment of specified performance goals.





The  provisions of Restricted Share awards need not be the same with respect to each  Participant.





b.          Awards  and Certificates.  The prospective  recipient of a Restricted Share award shall not have any rights with respect to  such award, unless and until such recipient has executed an agreement  evidencing the award and has delivered a fully executed copy thereof to the  Company, and has otherwise complied with the applicable terms and conditions of  such award.  The purchase price for  Restricted Shares may be zero.





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Each  Participant receiving a Restricted Share award shall be issued a share  certificate in respect of such Restricted Shares.  Such certificate shall be registered in the name of such  Participant, and shall bear an appropriate legend referring to the terms,  conditions, and restrictions applicable to such award, substantially in the  following form:





The  transferability of this certificate and the shares represented hereby are  subject to the terms and conditions (including forfeiture) of the Brandywine  Realty Trust Amended and Restated 1997 Long-Term Incentive Plan, as amended,  and an Agreement entered into between the registered owner and Brandywine  Realty Trust.  Copies of such Plan and  Agreement are on file in the principal offices of Brandywine Realty Trust and  will be made available to any Shareholder without charge upon request to the  Secretary of the Company.





The  Board may require that the share certificates evidencing Restricted Shares be  held in custody by the Company until the restrictions thereon shall have  lapsed, and that, as a condition of any Restricted Share award, the Participant  shall have delivered to the Company a share power, endorsed in blank, relating  to the Shares covered by such award.





c.          Restrictions  and Conditions.  The Restricted  Shares awarded pursuant to this Section 7 shall be subject to the following  restrictions and conditions:





(i)          During  a period set by the Board commencing with the date of such award (the  Restriction Period), the Participant shall not be permitted to sell,  transfer, pledge, assign or otherwise encumber Restricted Shares awarded under  the Plan.  The Board, in its sole  discretion, may provide for the lapse of such restrictions in installments and  may accelerate or waive such restrictions in whole or in part, based on  service, performance and/or such other factors or criteria as the Board may determine,  in its sole discretion.  The Board may,  in its sole discretion, issue Restricted Shares under the Plan for which all  restrictions are waived, including, but not limited to, Restricted
Shares  issued to Trustees as part or all of their Trustees fees for any period.





(ii)         Except  as provided in this paragraph (ii) and Section 7(c)(i), once the Participant  has been issued a certificate or certificates for Restricted Shares, the  Participant shall have, with respect to the Restricted Shares, all of the  rights of a shareholder of the Company, including the right to vote the Shares,  and the right to receive any cash distributions or dividends.  The Board, in its sole discretion, as  determined at the time of award, may permit or require the payment of cash  distributions or dividends to be deferred and, if the Board so determines,  reinvested in additional Restricted Shares to the extent Shares are available  under Section 3 of the Plan.





(iii)       Subject  to the applicable provisions of the award agreement and this Section 7, upon  termination of a Participants service with the Company for reasons other than  death or Disability during the Restriction Period, all Restricted Shares still subject  to restriction shall be forfeited by the Participant.  Subject to the provisions of the Plan, the Board, in its sole  discretion, may provide for the lapse of such restrictions in installments and  may waive such restrictions, in whole or in part, at any time, based on such  factors as the Board shall deem appropriate in its sole discretion.  Unless otherwise provided in an award  agreement, upon the death or Disability of a Participant during the
Restriction  Period, restrictions will lapse with respect to a percentage of the Restricted  Shares award granted to the Participant that is equal to the percentage of the  Restriction Period that has elapsed as of the date of death or the date on  which such Disability commenced (as determined by the Board in its sole  discretion), and a share certificate or share certificates representing such  Shares, without bearing the restrictive legend described in Section 7(b), shall  be delivered by the Company to the Participant or the Participants estate, as  the case may be, in exchange for the share certificate or share certificates  that contain such restrictive legend.





(iv)       In  the event of hardship or other special circumstances of a Participant whose  service with the Company is involuntarily terminated (other than for Cause),  the Board may, in its sole discretion, waive in whole or in part any or all  remaining restrictions with respect to such Participants Restricted Shares,  based on such factors as the Board may deem appropriate.





(v)        If  and when the Restriction Period expires without a prior forfeiture of the  Restricted Shares subject to such Restriction Period, the certificates for such  Shares, without bearing the restrictive legend described in Section 7(b), shall  be promptly delivered by the Company to the Participant, in exchange for the  share certificate or share certificates that contain such restrictive legend.





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(vi)       In  the event of a Change of Control, the Board, in its sole discretion, may cause  all Restricted Shares remaining subject to forfeiture to immediately cease to  be subject to forfeiture and a share certificate or shares certificates representing  such Shares, without bearing the restrictive legend described in Section 7(b),  shall be issued by the Company and delivered to the Participant, in exchange  for the share certificate or share certificates that contain such restrictive  legend.





SECTION 8.  Long-Term  Performance Awards.





a.          Awards  and Administration.  Long-Term  Performance Awards may be awarded either alone or in addition to other awards  granted under the Plan.  Prior to award  of a Long-Term Performance Award, the Board shall determine the nature, length  and starting date of the performance period (the performance period) for each  Long-Term Performance Award.   Performance periods may overlap and Participants may participate  simultaneously with respect to Long-Term Performance Awards that are subject to  different performance periods and/or different performance factors and  criteria.  Prior to award of a Long-Term  Performance Award, the Board shall determine the performance objectives to be  used in awarding Long-Term Performance Awards and determine
the extent to which  such Long-Term Performance Awards have been earned.  Performance objectives may vary from Participant to Participant  and between groups of Participants and shall be based upon such Company,  business unit and/or individual performance factors and criteria as the Board  may deem appropriate, including, but not limited to, earnings per Share or  return on equity.





At  the beginning of each performance period, the Board shall determine for each  Long-Term Performance Award subject to such performance period the range of  dollar values and/or number of Shares to be awarded to the Participant at the  end of the performance period if and to the extent that the relevant measure(s)  of performance for such Long-Term Performance Award is (are) met.  Such dollar values or number of Shares may  be fixed or may vary in accordance with such performance and/or other criteria  as may be specified by the Board, in its sole discretion.





b.          Adjustment  of Awards.  In the event of special  or unusual events or circumstances affecting the application of one or more  performance objectives to a Long-Term Performance Award, the Board may revise  the performance objectives and/or underlying factors and criteria applicable to  the Long-Term Performance Awards affected, to the extent deemed appropriate by  the Board, in its sole discretion, to avoid unintended windfalls or hardship.





c.          Termination  of Service.  Unless otherwise  provided in the applicable award agreements, if a Participant terminates  service with the Company during a performance period because of death,  Disability or Retirement, such Participant (or his estate) shall be entitled to  a payment with respect to each outstanding Long-Term Performance Award at the  end of the applicable performance period:





(i)          based,  to the extent relevant under the terms of the award, upon the Participants  performance for the portion of such performance period ending on the date of  termination and the performance of the applicable business unit(s) for the  entire performance period, and





(ii)         pro-rated,  where deemed appropriate by the Board, for the portion of the performance  period during which the Participant was employed by or served on the Board of  the Company, all as determined by the Board, in its sole discretion.





However,  the Board may provide for an earlier payment in settlement of such award in  such amount and under such terms and conditions as the Board deems appropriate,  in its sole discretion.





Except  as otherwise determined by the Board, if a Participant terminates service with  the Company during a performance period for any other reason, then such  Participant shall not be entitled to any payment with respect to the Long-Term  Performance Awards subject to such performance period, unless the Board shall  otherwise determine, in its sole discretion.





In  the event of a Change of Control, the Board may, in its sole discretion, cause  all conditions applicable to a Long-Term Performance Award to immediately  terminate and a share certificate or share certificates representing Shares  subject to such award, or cash, as the case may be, to be issued and/or  delivered to the Participant.





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d.          Form  of Payment.  The earned portion of a  Long-Term Performance Award may be paid currently or on a deferred basis,  together with such interest or earnings equivalent as may be determined by the  Board, in its sole discretion.  Payment  shall be made in the form of cash or whole Shares, including Restricted Shares,  either in a lump sum payment or in annual installments commencing as soon as  practicable after the end of the relevant performance period, all as the Board  shall determine at or after grant.  A  Participant whose Long-Term Performance Award is payable in Shares or  Restricted Shares shall not have any rights as a shareholder until such share  certificate or share certificates have been issued to such Participant, and, if  requested, the
Participant has given the representation described in Section  13(a) hereof.





SECTION 9.  Performance  Shares.





a.          Awards  and Administration.  The Board shall  determine the persons to whom and the time or times at which Performance Shares  shall be awarded, the number of Performance Shares to be awarded to any such  person, the duration of the period (the performance period) during which, and  the conditions under which, receipt of the Shares will be deferred, and the  other terms and conditions of the award in addition to those set forth below.





The  Board may condition the receipt of Shares pursuant to a Performance Share award  upon the attainment of specified performance goals or such other factors or  criteria as the Board shall determine, in its sole discretion.





The  provisions of Performance Share awards need not be the same with respect to  each Participant, and such awards to individual Participants need not be the  same in subsequent years.





b.          Terms  and Conditions.  Performance Shares  awarded pursuant to this Section 9 shall be subject to the following terms and  conditions and such other terms and conditions, not inconsistent with the terms  of this Plan, as the Board shall deem desirable:





(i)          Conditions.  The Board, in its sole discretion, shall  specify the performance period during which, and the conditions under which,  the receipt of Shares covered by the Performance Share award will be deferred.





(ii)         Share  Certificate.  At the expiration of  the performance period, if the Board, in its sole discretion, determines that  the conditions specified in the Performance Share agreement have been  satisfied, a share certificate or share certificates evidencing the number of  Shares covered by the Performance Share award shall be issued and delivered to  the Participant.  A Participant shall  not be deemed to be the holder of Shares, or to have the rights of a holder of  Shares, with respect to the Performance Shares unless and until a share  certificate or share certificates evidencing such Shares are issued to such  Participant.  If, with respect to an  award of Performance Shares, the
Board determines after the expiration of the  performance period that a Participant is not entitled to the entire number of  Performance Shares represented by the award, then the Shares representing the  portion of the award that is not paid to the Participant shall again become  available for award under the Plan, subject to Section 3(b).





(iii)       Death,  Disability or Retirement.  Subject  to the provisions of the Plan, and unless otherwise provided in the Performance  Share Agreement, if a Participant terminates service with the Company during a  performance period because of death, Disability or Retirement, such Participant  (or his estate) shall be entitled to receive, at the expiration of the  performance period, a percentage of Performance Shares that is equal to the  percentage of the performance period that had elapsed as of the date of  termination, provided that the Board, in its sole discretion, determines that  the conditions specified in the Performance Share agreement have been  satisfied.  In such event, a share  certificate or
share certificates evidencing such Shares shall be issued and  delivered to the Participant or the Participants estate, as the case may be.





(iv)       Termination  of Service.  Unless otherwise  determined by the Board at the time of grant, the Performance Shares will be  forfeited upon a termination of service during the performance period for any  reason other than death, Disability or Retirement.





(v)         Change  of Control.  In the event of a  Change of Control, the Board may, in its sole discretion, cause all conditions  applicable to the Performance Shares to immediately terminate and a share





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certificate or share  certificates evidencing Shares subject to the Share award to be issued and  delivered to the Participant.





SECTION 10.  Performance  Units.





a.          Awards  and Administration.  The Board shall  determine the persons to whom and the time or times at which Performance Units  shall be awarded, the number of Performance Units to be awarded to any such  person, the duration of the period (the performance period) during which, and  the conditions under which, a Participants right to Performance Units will be  vested, the ability of Participants to defer the receipt of payment of such  Performance Units, and the other terms and conditions of the award in addition  to those set forth below.





A  Performance Unit shall have a fixed dollar value.





The  Board may condition the vesting of Performance Units upon the attainment of  specified performance goals or such other factors or criteria as the Board  shall determine, in its sole discretion.





The  provisions of Performance Unit awards need not be the same with respect to each  Participant, and such awards to individual Participants need not be the same in  subsequent years.





b.          Terms  and Conditions.  Performance Units  awarded pursuant to this Section 10 shall be subject to the following terms and  conditions and such other terms and conditions, not inconsistent with the terms  of this Plan, as the Board shall deem desirable:





(i)          Conditions.  The Board, in its sole discretion, shall  specify the performance period during which, and the conditions under which,  the Participants right to Performance Units will be vested.





(ii)         Vesting.  At the expiration of the performance period,  the Board, in its sole discretion, shall determine the extent to which the performance  goals have been achieved, and the percentage of the Performance Units of each  Participant that have vested.





(iii)        Death,  Disability or Retirement.  Subject  to the provisions of this Plan, and unless otherwise provided in the award  agreement, if a Participant terminates service with the Company during a  performance period because of death, Disability or Retirement, such Participant  (or the Participants estate) shall be entitled to receive, at the expiration  of the performance period, a percentage of Performance Units that is equal to  the percentage of the performance period that had elapsed as of the date of  termination, provided that the Board, in its sole discretion, determines that  the conditions specified in the Performance Unit agreement have been satisfied,  and payment thereof shall be made
to the Participant or the Participants  estate, as the case may be.





(iv)       Termination  of Service.  Unless otherwise  determined by the Board at the time of grant, the Performance Units will be  forfeited upon a termination of service during the performance period for any  reason other than death, Disability or Retirement.





(v)         Change  of Control.  In the event of a  Change of Control, the Board may, in its sole discretion, cause all conditions  applicable to Performance Units to immediately terminate and cash representing  the full amount of such award to be paid to the Participant.





SECTION 11.  Amendments  and Termination.  The  Board may amend, alter or discontinue the Plan at any time, but no amendment,  alteration or discontinuation shall be made which would impair the rights of a  Participant with respect to an Option, SAR, Restricted Share, Long-Term  Performance Award, Performance Share or Performance Unit which has been granted  under the Plan, without the Participants consent, or which, without the  approval of such amendment within one year (365 days) of its adoption by the  Board, by a majority of the votes cast at a duly held shareholder meeting at  which a quorum representing a majority of the Companys outstanding voting  shares is present (either in person or by proxy) (Shareholder Approval),  would:





a.          except  as expressly provided in the Plan, increase the total number of Shares reserved  for the purposes of the Plan;





b.          change  the persons or class of persons eligible to participate in the Plan; or





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c.          extend  the maximum Option term under Section 5(b) of the Plan.





Except  as permitted by Section 3(c), the Board shall not, without Shareholder  Approval, amend a previously granted Option or grant a new Option in  substitution for a previously granted Option, if such amended or substituted  Option would have an exercise price that is lower than the original Option.





Subject  to the above provisions, the Board shall have broad authority to amend the Plan  to take into account changes in applicable tax laws and accounting rules, as  well as other developments.





SECTION 12.  Unfunded  Status of Plan.  The Plan  is intended to constitute an unfunded plan for incentive and deferred  compensation.  With respect to any  payments not yet made to a Participant by the Company, nothing contained herein  shall give any such Participant any rights that are greater than those of a  general creditor of the Company.  In its  sole discretion, the Board may authorize the creation of trusts or other  arrangements to meet the obligations created under the Plan to deliver Shares  or payments in lieu of Shares or with respect to awards hereunder.





SECTION 13.   General  Provisions.





a.          The  Board may require each person acquiring Shares or a Share-based award under the  Plan to represent to and agree with the Company in writing that the Participant  is acquiring the Shares or Share-based award for investment purposes and without  a view to distribution thereof and as to such other matters as the Board  believes are appropriate to ensure compliance with applicable Federal and state  securities laws.  The certificate  evidencing such award and any securities issued pursuant thereto may include  any legend which the Board deems appropriate to reflect any restrictions on  transfer and compliance with securities laws.





All  certificates for Shares or other securities delivered under the Plan shall be  subject to such share transfer orders and other restrictions as the Board may  deem advisable under the rules, regulations, and other requirements of the  Securities Act of 1933, as amended, the Exchange Act, any stock exchange upon  which the Shares are then listed, and any other applicable Federal or state  securities laws, and the Board may cause a legend or legends to be put on any  such certificates to make appropriate reference to such restrictions.





b.          Nothing  contained in the Plan shall prevent the Board from adopting other or additional  compensation arrangements, subject to shareholder approval if such approval is  required by law or any stock exchange upon which the Shares are then listed;  and such arrangements may be either generally applicable or applicable only in  specific cases.





c.          The  adoption of the Plan shall not confer upon any employee of the Company or a  Subsidiary any right to continued employment with the Company or such  Subsidiary, nor shall it interfere in any way with the right of the Company or  such Subsidiary to terminate the employment of any of its employees at any  time.





d.          No  later than the date as of which an amount first becomes includable in the gross  income of the Participant for Federal income tax purposes with respect to any  award under the Plan, the Participant shall pay to the Company, or make  arrangements satisfactory to the Board regarding the payment, of any Federal,  state or local taxes of any kind required by law to be withheld with respect to  such amount.  Unless otherwise  determined by the Board, the minimum required withholding obligations may be  settled with Shares, including Shares that are part of the award that gives  rise to the withholding requirement.  The  obligations of the Company under the Plan shall be conditional on such payment  or arrangements and the Company shall, to the extent permitted by law,
have the  right to deduct any such taxes from any payment of any kind otherwise due to  the Participant.





e.          At  the time of grant of an award under the Plan, the Board may provide that the  Shares received as a result of such grant shall be subject to a right of first  refusal, pursuant to which the Participant shall be required to offer to the  Company any Shares that the Participant wishes to sell, with the price being  the then Fair Market Value of the Shares, subject to such other terms and  conditions as the Board may specify at the time of grant.





f.          The  Board shall establish such procedures as it deems appropriate for a Participant  to designate a beneficiary to whom any amounts payable in the event of the  Participants death are to be paid.





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g.          The  Plan and all awards made and actions taken thereunder shall be governed by and  construed in accordance with the laws of the State of Maryland.





SECTION 14.  Effective  Date of Plan.  This Plan  shall become effective on the date that it is adopted by the Board; provided,  however, that it shall not be an Incentive Stock Option Plan if it is not  approved, within one year (365 days) of its adoption by the Board, by a  majority of the votes cast at a duly held shareholder meeting at which a quorum  representing a majority of Companys outstanding voting shares is present,  either in person or by proxy.  The Board  may make awards hereunder prior to approval of the Plan; provided, however, that  any and all Incentive Stock Options so awarded automatically shall be converted  into Non-Qualified Stock Options if the Plan is not approved by shareholders  within 365 days of its adoption.





SECTION 15.  Term  of Plan.  No Option, SAR,  Restricted Share, Long-Term Performance Award, Performance Share or Performance  Unit shall be granted pursuant to the Plan on or after the tenth (10th)  anniversary of the latest date of shareholder approval of either the Plan or an  amendment to the Plan, but awards granted prior to such tenth (10th) anniversary  may extend beyond that date.





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