EXHIBIT 10

                SENIOR MANAGEMENT CHANGE OF CONTROL SEVERANCE PLAN


Section 1.   Purpose.

     The Company considers it essential to its best interests to foster 
the optimum performance of its senior management. The Company recognizes 
that the possibility of a Change in Control of the Company or one or 
more Subsidiaries may exist, or that the Company may engage in certain 
other transactions which may affect its senior management, and that such 
possibility, and the uncertainty and questions which it may raise, may 
result in the distraction of management or professional personnel to the 
detriment of the Company.

     In order to encourage senior management to maintain their continued 
attention and dedication to their duties and responsibilities, the 
Company has adopted this Senior Management Change of Control Severance 
Plan.  

Section 2.  Definitions.

     As hereinafter used:

     2.1   The "Board of Trustees" means the Board of Trustees of 
Liberty Property Trust.

     2.2   A "Change of Control" shall be deemed to have occurred upon 
the earliest to occur of the following events:

          (i)   the date on which the shareholders of the Company (or 
the Board of Trustees, if shareholder action is not required) approve a 
plan or other arrangement pursuant to which the Company will be 
dissolved or liquidated, or 

          (ii)   the date on which the shareholders of the Company (or 
the Board of Trustees, if shareholder action is not required) approve a 
definitive agreement to sell or otherwise dispose of substantially all 
of the assets of the Company, other than a transaction in which the 
holders of the Common Shares immediately prior to the transaction will 
have at least eighty percent (80%) of the voting power of the acquiring 
entity's voting securities immediately after such transaction (without 
regard such holders' ownership of such acquiring entity's voting 
securities immediately before or contemporaneously with such 
transaction), which voting securities are to be held by such holders 
immediately following such transaction in substantially the same 
proportion among themselves as such holders' ownership of the Common 
Shares immediately before such transaction, or 

          (iii)   the date on which the shareholders of the Company (or 
the Board of Trustees, if shareholder action is not required) and the 
shareholders of the other constituent entity (or its board of 
directors/trustees if shareholder action is not required) have approved 
a definitive agreement to merge or consolidate the Company with or into 
such other entity, other than, in either case, a merger or consolidation 
of the Company in which the holders of the Common Shares immediately 
prior to the merger or consolidation will have at least eighty percent 
(80%) of the voting power of the surviving entity's voting securities 
immediately after such merger or consolidation (without regard such 
holders' ownership of such acquiring entity's voting securities 
immediately before or contemporaneously with such merger or 
consolidation), which voting securities are to be held by such holders 
immediately following such merger or consolidation in substantially the 
same proportion among themselves as such holders' ownership of the 
Common Shares immediately before such merger or consolidation, or 

          (iv)   the date on which any entity, person or group, within 
the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities 
Exchange Act of 1934, as amended (other than the Company or any 
Subsidiary or any employee benefit plan sponsored or maintained by the 
Company or any Subsidiary), shall have become the beneficial owner of, 
or shall have obtained voting control over, more than twenty percent 
(20%) of the outstanding Common Shares (without regard to any 
contractual or other restriction on the conversion or other exchange of 
securities into or for Common Shares), or 

          (v)   the first day after the date on which the Plan is 
effective when a majority of the members of the Board of Trustees shall 
have been members of the Board of Trustees for less than two (2) years, 
unless the nomination for election of each new trustee who was not a 
trustee at the beginning of such two (2)-year period was approved by a 
vote of at least two-thirds of the trustees then still in office who 
were trustees at the beginning of such period, 

          (vi)   the first day after the date on which Liberty Property 
Trust, alone or together with one or more direct or indirect wholly 
owned subsidiaries of Liberty Property Trust, is not or are not the sole 
general partner or partners of Liberty Property Limited Partnership.

     2.3   "Claimant" has the meaning set forth in Section 6.3.
          
     2.4   "Common Shares" means the Common Shares of Beneficial 
Interest, $0.001 par value, of the Company and any other securities 
evidencing the common equity beneficial interest in the Company.

     2.5   "Company" means Liberty Property Trust and/or Liberty 
Property Limited Partnership, and any successor in interest thereto.

     2.6   "Compensation Committee" means a committee composed of John 
A. Miller, Frederick F. Buchholz and M. Leanne Lachman, and/or any other 
individuals appointed to such committee or substituted for the 
individuals named above by the Board of Trustees prior to any Change of 
Control.  Any two (2) such individuals shall constitute a quorum.  All 
members of the Compensation Committee must be members of such committee 
prior to the time a Change of Control occurs.

     2.7   "Effective Date" of the Plan is September 29, 1998.

     2.8   "Disability" has the meaning set forth in Section 3.2.

     2.9   An "Employee" means a person:

          (a)   whose name is listed in Exhibit "A" hereto, as such 
Exhibit may be amended or supplemented from time to time, or who has 
been designated in writing by the Company's Compensation Committee to 
participate in the Plan (even if such person's name is listed in Exhibit 
"A" hereto); and

          (b)   who is employed by the Company at the time of a change 
of a Change of Control.

          The term "Employee" specifically excludes any person (a) who 
is receiving severance pay or (b) who signed an agreement pursuant to 
which his or her employment will terminate in the future on a date 
certain.

     2.10   "Eligible Bonus" means the largest annual incentive bonus 
earned by an eligible Employee over the five (5)-year period preceding a 
Change of Control, excluding all commissions and all bonuses  awarded by 
the Company other than on an annual basis (such as one-time grants of 
restricted stock).

     2.11   "Extended Leave of Absence" has the meaning set forth in 
Section 3.2.

     2.12   "Good Reason" has the meaning set forth in Section 3.4.

     2.13   "Liberty Property Limited Partnership" means Liberty 
Property Limited Partnership, a Pennsylvania limited partnership.

     2.14   "Liberty Property Trust" means Liberty Property Trust, a 
Maryland real estate investment trust.

     2.15   "Notice of Termination" has the meaning set forth in Section 
3.5.

     2.16   "Paid Time Off" means time when, in accordance with the 
regular payroll practices and procedures applicable immediately 
preceding the Change of Control, the Employee is entitled to receive 
remuneration without reporting for work.

     2.17   "Pay" means the base salary of an eligible Employee at his 
or her stated weekly, monthly or annual rate as of the Employee's 
Termination Date, or, if a higher amount, as of the date of the Change 
of Control.  "Pay" does not include overtime pay, bonuses of any kind, 
commissions, incentive pay or any other remuneration.  A "Year of Pay" 
shall be calculated in accordance with the regular payroll practices and 
procedures applicable immediately preceding the Change of Control.

     2.18   "Plan" means this Senior Management Change of Control 
Severance Pay Plan as set forth herein, as amended from time to time. 

     2.19   "Severance Pay" is a payment made to an eligible Employee 
pursuant to Section 3.1.  All Severance Pay due to an eligible Employee 
must be paid to the eligible Employee within two (2) years after the 
date that the first Severance Pay is paid to such Employee. 

     2.20   "Subsidiary" means Liberty Property Limited Partnership and 
each other subsidiary of Liberty Property Trust.

     2.21   "Termination Date" means the date upon which the Employee's 
employment ceases with the Company or any Subsidiary, as the case may 
be.

     2.22   "Willful Misconduct"  has the meaning set forth in Section 
3.3.

     2.23   "Year of Pay" has the meaning set forth in Section 2.17.

Section 3.  Eligibility.

     3.1   An Employee shall be eligible to receive Severance Pay if and 
only if all of the following conditions are met (and the Employee is not 
disqualified from eligibility pursuant to Section 3.2):

          (a)   The Employee is an Employee of the Company or any 
Subsidiary after the Effective Date of the Plan; 

          (b)   The Employee is employed by the Company at the time a 
Change of Control occurs; and 

          (c)   The Employee is terminated from employment within two 
(2) years after the Change of Control described in Section 3.1(b) 
occurs, unless such termination is: (i) as a result of such Employee's 
death, or such Employee's Disability or Extended Leave of Absence in 
accordance with Section 3.2, (ii) as a result of such Employee's Willful 
Misconduct or (iii) by the Employee other than for Good Reason.  In the 
event an individual's employment is terminated for any reason prior to 
the occurrence of a Change of Control, such individual shall not be 
entitled to any benefits under the Plan by virtue of such Change of 
Control.

     3.2   Disability or Extended Leave of Absence.  If, as a result of 
an Employee's incapacity due to physical or mental illness (a 
"Disability"), or as a result of any other leave of absence (an 
"Extended Leave of Absence"), the Employee shall have been absent from 
the full-time performance of his or her duties for twelve (12) 
consecutive months, the Employee may be terminated and shall not be 
entitled to any benefits under the Plan.

     3.3   Willful Misconduct.  Termination of the Employee's employment 
for "Willful Misconduct" shall mean termination:

          (a)   Upon the willful and continued failure by the Employee 
to substantially perform his or her duties, which failure the Employee 
fails to cure (other than any such failure resulting from incapacity due 
to physical or mental illness, Disability or an Extended Leave of 
Absence or the Employee's termination of his or her employment for Good 
Reason) within ten (10) days after a written demand for substantial 
performance is delivered to the Employee by the Company or the 
Subsidiary by which he or she is employed, which demand specifically 
identifies the manner in which the Company or such Subsidiary believes 
that the Employee has not substantially performed his or her duties; or

          (b)   The willful engaging by the Employee in conduct which is 
clearly and materially injurious to the Company and/or any Subsidiary, 
monetarily or otherwise.  For purposes of this Section 3.3, no act, or 
failure to act, on the Employee's part shall be deemed "willful" unless 
done, or omitted to be done, by the Employee in bad faith and without 
reasonable belief that his or her action or omission was in or not 
opposed to the best interest of the Company and/or any Subsidiary.  

          (c)   Notwithstanding the foregoing, the Employee shall not be 
deemed to have been terminated for Willful Misconduct unless and until 
there shall have been delivered to the Employee a copy of a written 
determination of the Compensation Committee issued pursuant to a meeting 
of the Compensation Committee (after reasonable notice to the Employee 
and an opportunity for the Employee, together with his or her counsel, 
to be heard before the Compensation Committee) finding that in the good 
faith opinion of the Compensation Committee the Employee was guilty of 
conduct constituting Willful Misconduct, as set forth in this Section 
3.3, and specifying the particulars thereof in detail.

     3.4   Good Reason.  The Employee shall be entitled to terminate his 
or her employment for Good Reason and receive Severance Pay, if the 
Employee provides written notice to the Compensation Committee no later 
than two (2) weeks after the Employee's termination date of the 
Employee's election to resign and the circumstances constituting the 
Good Reason to resign.  The Employee's right to terminate his or her own 
employment pursuant to this Section 3.4 shall not be affected by his or 
her incapacity due to physical or mental illness or Disability.  The 
Employee's continued employment shall not constitute consent to, or a 
waiver of rights with respect to, any circumstance constituting Good 
Reason.  "Good Reason" shall mean, without the Employee's express 
written consent, the occurrence after a Change in Control of any of the 
following circumstances:

          (a)   The Employee is demoted to a materially lower position; 

          (b)   The Employee is assigned any material duties 
inconsistent with the status of the position that the Employee held 
immediately prior to the Change of Control or an adverse material 
alteration in the nature or status of the Employee's responsibilities or 
an adverse material alteration in the quality or amount of office 
accommodations or assistance provided to the Employee, from those in 
effect immediately prior to such Change of Control, which shall 
constitute a constructive demotion;

          (c)   A reduction in the Employee's annual base salary as in 
effect on the date immediately prior to the Change of Control, or as the 
same may be increased from time to time thereafter;

          (d)   A requirement that the Employee's site of principal 
employment be more than 50 miles from the offices at which the Employee 
was principally employed immediately prior to the date of the Change of 
Control, except for required travel on the Company's business to an 
extent substantially consistent with the Employee's business travel 
obligations immediately prior to such Change of Control;

          (e)   The failure of the Employee to receive payment of any 
portion of his or her compensation or compensation under any deferred 
compensation program of the Company within fifteen (15) days after the 
date on which the Employee notifies the Company of such failure;

          (f)   The failure to continue in effect any compensation or 
benefit plan or perquisites in which the Employee participated 
immediately prior to the Change of Control, which compensation or 
benefit plan or perquisites, or any thereof, are, or any thereof is, 
material to his or her total compensation, unless an equitable 
arrangement (embodied in an ongoing substitute or alternative plan or 
perquisite) has been made with respect to such plan or perquisites, or 
the failure by the Company which experienced the Change in Control (or 
its successor) to continue the Employee's participation therein (or in 
such substitute or alternative plan or perquisite) on a basis not 
materially less favorable, both in terms of the amount of benefits 
provided and the level of the Employee's participation relative to other 
participants, than existed immediately prior to the Change of Control; 

          (g)   The failure to continue to provide the Employee with 
benefits substantially similar to those enjoyed by him or her under any 
of the Company's life insurance, medical, accident or disability plans 
in which the Employee was participating at the time of the Change of 
Control (unless an equitable arrangement has been made with respect to 
such benefits), the taking of any action by the Company which would 
directly or indirectly materially reduce any of such benefits (unless an 
equitable arrangement has been made with respect to such reduction), or 
the failure to provide the Employee with the number of paid vacation 
days or other Paid Time Off days to which the Employee is entitled on 
the basis of his or her years of service and position with the Company 
in accordance with the vacation or Paid Time Off policy applicable and 
in effect at the time of the Change of Control; 

          (h)   The failure of the Company to obtain the unqualified 
agreement from any successor to assume or adopt the Plan; or

          (i)   Any termination of the Employee's employment that is not 
effected pursuant to a Notice of Termination satisfying the requirements 
of Section 3.3(c).

     3.5   Any purported termination of the Employee's employment by the 
Company or by the Employee shall be communicated by written Notice of 
Termination to the other party.  "Notice of Termination" shall mean a 
notice that shall indicate the specific termination provision in the 
Plan relied upon and shall set forth in reasonable detail the facts and 
circumstances claimed to provide a basis for termination of Employee's 
employment under the provision so indicated.  Any Notice of Termination 
to the Company shall be directed to the Compensation Committee.  All 
Notices of Termination shall be sent (i) by certified or registered mail 
and shall be deemed received three (3) business days after the date of 
mailing; (ii) by Federal Express or similar overnight courier and shall 
be deemed received one (1) business day after delivery to Federal 
Express or similar overnight courier; or (iii) by personal service and 
shall be deemed received on the same day as service.  

     3.6   An Employee may not receive Severance Pay if any of the 
following disqualifying events occur:

          (a)   The Employee is receiving severance pay at the time the 
Change of Control occurs;

          (b)   The Employee has signed an agreement pursuant to which 
his or her employment will terminate in the future on a date certain; 

          (c)   The Company does not undergo a Change of Control prior 
to termination of his or her employment; or

          (d)   Except in the case of a Change of Control, the Employee 
voluntarily terminates his or her employment with the Company.

Section 4.  Severance Benefit Amount.

     4.1  Except as otherwise provided in this Section 4, the Severance 
Pay to be paid to an eligible Employee shall be an amount equal to the 
sum of (A) the product of 2.99 multiplied by the sum of one (1) Year of 
Pay for such Employee plus such Employee's Eligible Bonus, plus (B) the 
pro rata portion, through the Termination Date, of any unpaid 
performance bonus earned by such Employee for the year in which the 
Change of Control occurs.  In addition, except as otherwise provided in 
this Section 4:

          (a)   all of such Employee's options or other rights to 
acquire Common Shares or partnership interests in Liberty Property 
Limited Partnership and all unvested amounts contributed by the Company 
to the Company-sponsored tax-qualified defined contribution plan with a 
cash or deferred arrangement, commonly known as a "401(k) plan," for the 
benefit of such Employee shall vest immediately upon the Termination 
Date, 

          (b)   for the year in which the Change of Control occurs and 
each of the two successive years, the Company shall contribute to the 
Company-sponsored tax-qualified defined contribution plan with a cash or 
deferred arrangement, commonly known as a "401(k) plan," for the benefit 
of such Employee an amount equal to the maximum amount for such year 
permitted to be so contributed under applicable laws, and

          (c)   for three (3) years after the Termination Date, the 
Company shall continue to provide such Employee with benefits 
substantially similar to those enjoyed by such Employee under the 
Company's life insurance, medical, accident or disability plans in which 
the Employee was participating at the time of the Change of Control.

     4.2   The Company, in its sole discretion, may increase the 
Severance Pay to an amount in excess of that specified in Section 4.1, 
subject to the limitations of Section 4.6.  Any increase in severance 
pay must be expressly authorized in writing by the Compensation 
Committee.

     4.3   If an Employee applies for and receives unemployment 
compensation payments for any period of time during or for which 
Severance Pay is being paid, any Severance Pay remaining to be paid 
shall not be reduced by the amount of any such unemployment compensation 
payments.

     4.4   If an Employee due to sickness or injury receives short-term 
disability payments, worker's compensation or long-term disability 
payments after the Employee's Termination Date, the Employee shall not 
receive any Severance Pay until the cessation of said payments.  Once 
such payments cease, the amount of Severance Pay to which the Employee 
is entitled shall be reduced by the amount of any such short-term 
disability, worker's compensation or long-term disability payments.

     4.5   The severance benefit provided for in the Plan is the maximum 
benefit that the Company will pay for severance.  To the extent that a 
federal, state or local law might require the Company to make a payment 
to an Employee because of that Employee's involuntary termination, the 
benefit payable under the Plan shall be correspondingly reduced.  To the 
extent that an Employee receives severance pay in connection with the 
cessation of his or her employment other than pursuant to the Plan 
(whether pursuant to a contract or other severance plan or policy), the 
benefit payable under the Plan shall be correspondingly reduced.  Any 
overpayments made under the Plan shall be promptly repaid after written 
request.  Severance pay that will be offset does not include payments 
received by an Employee due to his or her participation in any other 
benefit plan which is not a severance plan, or payments made to an 
Employee for his or her accrued, but unused vacation or Paid Time Off 
days.

     4.6   If, at the time the Change of Control occurs, Section 280G(b) 
of the Internal Revenue Code of 1986, as amended (the "Code"), is 
applicable  to the Employee and to the Company with respect to the 
events associated with the Change of Control, then notwithstanding any 
other provision of the Plan, if the aggregate present value of the 
"parachute payments" to the Employee, determined under Section 280G(b) 
is at least three times the "base amount" determined under Section 280G, 
then the compensation otherwise payable under the Plan (and any other 
amount payable hereunder or any other severance plan, program, policy or 
obligation of the Company, Subsidiary or any other affiliate thereof) 
shall be reduced so that the aggregate present value of the parachute 
payments to the Employee determined under Section 280G, does not exceed 
2.99 times the base amount.  In no event, however, shall any benefit 
provided hereunder be reduced to the extent such benefit is specifically 
excluded by Section 280G(b) of the Code as a "parachute payment" or as 
an "excess parachute payment."  Any decisions regarding the requirement 
or implementation of such reductions shall be made by the tax counsel 
and accounting firm retained by the Company at the time the Plan is 
adopted.  

     4.7   The Company shall have the right to take such action as it 
deems necessary or appropriate to satisfy any requirements under 
federal, state or other laws to withhold or to make deductions from any 
benefits payable under the Plan.

Section 5.  Distribution of Benefits.

     5.1   The Company shall pay Severance Pay to each eligible Employee 
it employed directly out of the general assets of the Company.  Payments 
will be made in a single lump sum payment or in installments in 
accordance with normal payroll practices, as elected by the Employee.  
Such payments shall commence as soon as practicable following the 
Employee's Termination Date and continue until the benefit due is paid.  

     5.2   Severance Pay shall be paid to the estate of any eligible 
Employee who dies before the entire amount due hereunder is paid.

Section 6.  Plan Administration.

     6.1   The Plan shall be administered by the Compensation Committee, 
which shall have complete authority to prescribe, amend and rescind 
rules and regulations relating to the Plan.  

     6.2   The determinations by the Compensation Committee prior to a 
Change of Control on the matters referred to such Committee shall be 
conclusive.  Prior to a Change of Control, the Compensation Committee 
shall have full discretionary authority, the maximum discretion allowed 
by law, to administer, interpret and apply the terms of the Plan, and to 
determine any and all questions or disputes hereunder, including but not 
limited to eligibility for benefits and the amount of benefits due.  
Subsequent to a Change of Control the Compensation Committee shall not 
have full discretionary authority; rather, its determinations shall be 
made strictly in accordance with the terms of the Plan and shall be 
subject to de novo review by a court of competent jurisdiction.  

     6.3   In the event of a claim by any person, including but not 
limited to any Employee (the "Claimant"), as to whether such person is 
entitled to any benefit under the Plan, the amount of any distribution 
or its method of payment, such Claimant shall present the reason for his 
or her claim in writing to the Compensation Committee.  Such claim must 
be filed within forty-five (45) days following the date upon which the 
Claimant first learns of his or her claim.  All claims shall be in 
writing, signed and dated and shall briefly explain the basis for the


claim.  The claim shall be mailed to the Compensation Committee by 
certified mail at the following address:

Liberty Property Trust
65 Valley Stream Parkway
Malvern, PA 19355
Attention:   General Counsel's Office
Compensation Committee for the
Senior Management Change of Control Severance Plan
Telephone:(610) 648-1700
Telecopy:(610) 644-2175 (fax)

The Compensation Committee shall, within ninety (90) days after receipt 
of such written claim, decide the claim and send written notification to 
the Claimant as to its disposition; provided that the Compensation 
Committee may elect to extend such period for an additional ninety (90) 
days if special circumstances so warrant and the Claimant is so notified 
in writing prior to the expiration of the original ninety (90)-day 
period.  In the event the claim is wholly or partially denied, such 
written notification shall (a) state the specific reason or reasons for 
the denial; (b) make specific reference to pertinent Plan provisions on 
which the denial is based; (c) provide a description of any additional 
material or information necessary for the Claimant to perfect the claim 
and an explanation of why such material or information is necessary; and 
(d) set forth the procedure by which the Claimant may appeal the denial 
of his or her claim.  The Claimant may request a review of such denial 
by making application in writing to the Compensation Committee within 
sixty (60) days after receipt of such denial.  Such application must be 
via certified mail.  Such Claimant (or his or her duly authorized 
representative) may, upon written request to the Compensation Committee, 
review any documents pertinent to his or her claim, and submit in 
writing issues and comments in support of his or her claim or position.  
Within sixty (60) days after receipt of a written appeal, the 
Compensation Committee shall decide the appeal and notify the Claimant 
of the final decision; provided that the Compensation Committee may 
elect to extend such sixty (60)-day period to up to one hundred twenty 
(120) days after receipt of the written appeal.  The final decision 
shall be in writing and shall include specific reasons for the decision, 
written in a manner calculated to be understood by the Claimant, and 
specific references to the pertinent Plan provisions on which the 
decision is based.

Section 7.  Plan Modification or Termination.

     7.1   The Plan shall terminate automatically on the day following 
the annual meeting of the Company's shareholders to be held in 2002.  
Unless the Company's Board of Trustees determines, prior to such 
termination, that the duration of the Plan shall not be extended, then, 
on the date of each annual meeting of the Company's shareholders 
(beginning with the meeting to be held in 2002), the Plan shall be 
extended automatically until the day following the next annual meeting 
of the Company's shareholders.

     7.2   Prior to a Change of Control, the Plan may be modified or 
amended by the Compensation Committee unless such amendment or 
modification, in the reasonable judgment of the Compensation Committee 
(which judgment shall be conclusive), does not have a material adverse 
effect on the rights of any eligible Employee under the Plan.  If a 
Change of Control occurs, the Plan may not be modified, amended or 
terminated until two (2) years after the Change of Control occurs, 
except for such modifications or amendments which do not adversely 
affect the rights of any eligible Employee under the Plan.

     7.3   All claims for benefits hereunder, even if raised after 
termination of the Plan, shall be determined pursuant to Section 6.3, 
and when acting pursuant thereto, the Compensation Committee shall 
retain the authority provided in Section 6.  Notwithstanding any 
termination of the Plan, if a Change of Control has occurred, all 
Employees who are eligible before the date of termination to receive 
Severance Pay pursuant to the Plan shall remain entitled to receive said 
benefit under the terms and conditions of the Plan.

Section 8.  General Provisions.

     8.1   Nothing herein contained shall be deemed to give any Employee 
the right to be retained in the employ of the Company or to interfere 
with the right of the Company to discharge him or her at any time, with 
or without cause.

     8.2   If any of the positions on the Compensation Committee becomes 
vacant, either the Chairman of the Board or President of the Company may 
appoint such person or persons as he or she determines, to carry out the 
responsibilities assigned to such position under the Plan, so long as, 
if a Change of Control has occurred within two (2) years prior to such 
appointment, such person was employed by the Company or was a member of 
the Board of Trustees prior to any such Change of Control.

     8.3   Except as otherwise provided by law, no right or interest of 
any Employee under the Plan shall be assignable or  transferable, in 
whole or in part, either directly or by operation of law or otherwise, 
including without limitation by execution, levy, garnishment, 
attachment, pledge or in any other manner, but excluding adjudication of 
incompetency; no attempted assignment or transfer thereof shall be 
effective; and no right or interest of any Employee under the Plan shall 
be liable for, or subject to, any obligation or liability of such 
Employee, except to the extent specifically provided for herein.

     8.4   The Plan is unfunded.  All benefits payable under the Plan 
shall be paid out of the general assets of the entity which employed the 
Employee at the time the Change of Control pursuant to which he or she 
is eligible for benefits hereunder.

     8.5   The Plan shall be governed by and construed in accordance 
with the Employee Retirement Income Security Act of 1974, as amended, 
and to the extent not preempted, the laws of the Commonwealth of 
Pennsylvania.

     8.6   The Plan is intended to constitute a "welfare plan" under the 
Employee Retirement Income Security Act of 1974, as amended, and any 
ambiguities in the Plan shall be construed to effect that intent.



                                          Exhibit "A"

Employees
Referenced in Section 2.9(a)




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