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•	elect our Board of Trustees;

•	ratify the appointment of our independent registered public accounting firm for calendar year 2013;

•	provide an advisory, non-binding vote on our executive compensation.

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(1)	To elect seven Trustees to serve as members of our Board of Trustees until the next annual meeting of shareholders and until their successors are elected and qualified;

(2)	To ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for calendar year 2013; and

(3)	To hold an advisory, non-binding vote on our executive compensation.

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•	The election of seven Trustees to serve as members of our Board of Trustees until the next annual meeting of shareholders and until their successors are elected and qualified.

•	Ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for calendar year 2013.

•	Our executive compensation.

•	FOR the election of the Trustees nominated and named in this proxy statement to serve as Trustees;

•	FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for calendar year 2013; and

•	FOR the approval, on an advisory, non-binding basis, of the compensation of our named executive officers.

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Voting by Internet. You may vote your shares through the Internet by signing on to the website identified on the proxy card and following the procedures described on the website. Internet voting is available 24 hours a day, and the procedures are designed to authenticate votes cast by using a personal identification number located on the proxy card. The procedures allow you to appoint a proxy to vote your shares and to confirm that your instructions have been properly recorded. If you vote through the Internet, you should not return your proxy card.

•	Voting by Mail. If you choose to vote by mail, simply complete the enclosed proxy card, date and sign it, and return it in the postage-paid envelope provided. If you sign your proxy card and return it without marking any voting instructions, your shares will be voted: (1) FOR the election of all Trustee nominees; (2)

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Voting by Telephone. You may vote your shares by telephone by calling toll-free 1-800-690-6903. Telephone voting is available 24 hours a day, and the procedures are designed to authenticate votes cast by using a personal identification number located on the proxy card. The procedures allow you to appoint a proxy to vote your shares and to confirm that your instructions have been properly recorded. If you vote by telephone, you should not return your proxy card.

•	In Person Attendance. You may vote your shares in person at the Meeting. Even if you plan to attend the Meeting in person, we recommend that you submit your proxy card or voting instructions or vote by telephone or via the Internet by the applicable deadline so that your vote will be counted if you later decide not to attend the Meeting.

•	Submitting a later-dated proxy by mail, over the telephone or through the Internet.

•	Sending a written notice, including by telecopy, to our Secretary. You must send any written notice of a revocation of a proxy so as to be delivered before the taking of the vote at the Meeting to:

•	Attending the Meeting and voting in person. Your attendance at the Meeting will not in and of itself revoke your proxy. You must also vote your shares at the Meeting.

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•	accessing our Internet site at www.brandywinerealty.com and clicking on the “Investor Relations” link;

•	writing to our Manager of Investor Relations, Marge Boccuti, at 555 East Lancaster Avenue, Radnor, Pennsylvania 19087; or

•	calling Ms. Boccuti at: (610) 832-7702.

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•	the integrity of our financial statements;

•	our compliance with legal and regulatory requirements;

•	related party transactions;

•	the independence and qualifications of our independent registered public accounting firm; and

•	the performance of our internal audit function and independent registered public accounting firm.

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•	identifying individuals qualified to become Board members and recommending to our Board the nominees for election to the Board;

•	recommending to our Board any changes in our Corporate Governance Principles;

•	leading our Board in its annual review of Board performance, and making recommendations to the Board regarding Board organization, membership, function and effectiveness, as well as committee structure, membership, function and effectiveness;

•	recommending to our Board Trustee nominees for each Board committee;

•	reviewing our efforts to promote diversity among Trustees, officers, employees and contractors;

•	arranging for an orientation for all Trustees; and

•	assessing succession planning, including assisting the Board in identifying and evaluating potential successors to the President and Chief Executive Officer.

•	reviewing, evaluating and approving compensation plans and programs for our Trustees and senior executives;

•	annually reviewing and approving corporate goals and objectives relevant to compensation of our President and CEO and evaluating his performance in light of these goals and objectives;

•	reviewing and discussing with the full Board whether our compensation programs for employees generally are designed in a manner that creates incentives for employees to take inappropriate or excessive risk; and

•	retaining and terminating any consultant or outside advisor to the Committee (and has sole authority to approve any such consultant’s or advisor’s fees and other terms of engagement).

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•	The Trustee is, or has been within the last three years, an employee of ours, or an immediate family member of the Trustee is, or has been within the last three years, an executive officer of ours.

•	The Trustee has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from us (excluding compensation in the form of Board fees and Board committee fees and pension or other forms of deferred compensation not contingent on continued service).

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(A) The Trustee or an immediate family member is a current partner of a firm that is our internal or external auditor; (B) the Trustee is a current employee of such a firm; (C) the Trustee has an immediate family member who is a current employee of such a firm and who participates in the firm's audit, assurance or tax compliance (but not tax planning) practice; or (D) the Trustee or an immediate family member was within the last three years (but is no longer) a partner or employee of such a firm and personally worked on our audit within that time.

•	The Trustee or an immediate family member of the Trustee is, or has been within the last three years, employed as an executive officer of another company where any of our present executive officers at the same time serves or served on that company's compensation committee.

•	The Trustee is a current employee, or an immediate family member of the Trustee is a current executive officer, of a company that has made payments to, or received payments from, us for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such other company's consolidated gross revenues.

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•	Our Board has adopted corporate governance policies as reflected in our Corporate Governance Principles.

•	A majority of our Trustees are independent of us and our management, and all members of the Audit Committee, Compensation Committee and Corporate Governance Committee are independent.

•	All Trustees are elected annually; we do not have a classified board.

•	The Chairman of our Board is independent.

•	Our non-management Trustees meet regularly without the presence of management.

•	The charters of our Board committees clearly establish the respective roles and responsibilities of the committees.

•	Our Board has adopted a Code of Business Conduct and Ethics that applies to all of our Trustees, officers and employees.

•	We have a toll-free hotline available to all employees, and our Audit Committee has established procedures for the anonymous submission of any employee complaint, including those relating to accounting, internal controls or auditing matters.

•	Our Board and Board committees undertake an annual performance self-evaluation.

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•	personal ethics, integrity and values;

•	inquiring and independent mind;

•	practical wisdom and mature judgment;

•	broad training and experience at the policy making level in business, government, education or technology;

•	willingness to devote the required amount of time to fulfill the duties and responsibilities of Board membership;

•	commitment to serve on the Board over a period of years in order to develop knowledge about our operations; and

•	involvement in activities or interests that do not create a conflict with the nominee’s responsibilities to us and our shareholders.

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•	forward the communication to the Trustee or Trustees to whom it is addressed. (For example, if the communication received deals with questions or complaints regarding accounting, it will be forwarded by management to the Chairman of our Audit Committee for review);

•	attempt to handle the inquiry directly (for example, where the communication is a request for information about us or our operations that does not appear to require direct attention by the Board or an individual Trustee); or

•	not forward the communication if it is primarily commercial in nature or relates to an improper or irrelevant topic.

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(1)

Represents the aggregate amount of all fees earned or paid in cash for services as a Trustee (including services on committees of the Board) in 2012 and, in the case of the 2012 annual retainer fee, whether paid in shares or cash. The following Trustee elected to receive the following fee amounts included in this column in common shares (computed based on the closing price of our shares on May 31, 2012, the date of our 2012 annual meeting of shareholders): Mr. Joyce ($15,003). Amounts include the portion of fees that a Trustee elected to defer under our Deferred Compensation Plan, which we describe later in this proxy statement. See “Compensation Discussion and Analysis - Deferred Compensation Plan.” Mr. Fowler deferred $56,913 of his 2012 cash compensation into his deferred share account under our Deferred Compensation Plan.

(2)

Represents the grant date fair value of Share Awards computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. Share Awards consist of restricted common shares awarded annually to our Trustees (other than our President and Chief Executive Officer). On May 31, 2012, each Trustee (other than our President and Chief Executive Officer) received an award of restricted common shares with a grant date fair value of $60,000. These restricted common shares vest in three equal annual installments. Each restricted common share entitles the holder to receive cash distributions and voting rights equivalent to the distribution and voting rights on a common share that is not subject to any restrictions. A restricted common share is subject to forfeiture in the event that the Trustee terminates service on the Board prior to the applicable vesting date for reasons other than death, disability, qualifying retirement or a change of control of us. As of December 31, 2012, each of our non-employee Trustees owned 8,685 unvested restricted common shares other than Mr. Diggs, who owned 7,535 unvested restricted common shares.

(3)	Represents the aggregate dollar amount of dividends paid in 2012 on unvested restricted common shares.

(4)	Represents (i) $4,841 in dividends paid in 2012 on unvested restricted common shares and (ii) $1,410 in health insurance premiums.

•	$45,000 annual fee payable in cash or common shares, at each Trustee's election;

•	$60,000 annual award payable in restricted common shares that vest in three equal annual installments (valued at the closing price of the common shares on the date of our annual meeting of shareholders);

•	$1,500 fee payable in cash for participation in each meeting and informational session of the Board;

•	$1,000 fee payable in cash for participation by a member of a Board committee in each meeting of the committee; and

•	$45,000 annual fee payable in cash for the Chair of the Board; $15,000 annual fee payable in cash for the Chair of the Audit Committee; $10,000 annual fee payable in cash for the Chair of the Compensation Committee; and $10,000 annual fee payable in cash for the Chair of the Corporate Governance Committee.

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Last Year's Say on Pay Vote; Pay for Performance Analysis Conducted Annually: As part of its commitment to pay-for-performance, our Compensation Committee considered the favorable shareholder vote on our executive compensation at the May 2012 annual meeting of shareholders (approximately 97.5% of the votes cast were cast “FOR” our executive compensation). Our Compensation Committee also assessed our pay practices in light of published guidelines of ISS and evolving views on best pay practices. In seeking to link our compensation programs and practices with performance, our Compensation Committee evaluates a variety of data, including:

•	The degree of alignment between our total shareholder return ranking and the pay ranking of our President and Chief Executive Officer (in each case measured against our peer group) over one and three-year periods.

•	The multiple of our President and Chief Executive Officer's pay relative to the peer group median.

•	The relative trends in our total shareholder returns over a five-year period and in the pay levels of our President and Chief Executive Officer during this period.

•	Hedging Policy: Our executives and Trustees are prohibited from hedging their ownership or offsetting any decline in the market value of our shares, including by trading in publicly-traded options, puts, calls or other derivative instruments related to our shares.

•	Stock Ownership Guidelines: We have share ownership requirements for executives and trustees that we believe align the financial interests of our executives and trustees with those of our shareholders. See “- Additional Compensation Information - Share Ownership Requirements.

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1.	encourage the achievement of annual and longer-term business goals designed to build shareholder value;

2.	provide compensation that is competitive with peer group companies;

3.	enhance retention; and

4.	encourage executives to achieve superior performance without excessive risk taking.

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(1)	The amounts shown under the “Annual Award” column in the above table have been derived from and reflect the aggregate annual amounts presented under the “Bonus” and “Non-Equity Incentive Plan” columns in the Summary Compensation Tables in our annual proxy statements that relate to the applicable year.

(2)	The amounts shown under the “Long-Term Incentive Award” column in the above table have been derived from and reflect the amounts presented under the “Grant Date Fair Value of Share and Option Awards” column in the Grants of Plan-Based Awards tables in our annual proxy statements that relate to the applicable year. For example, the 2012 amount ($1,800,000) was awarded on March 1, 2012.

(3)	Consists of performance units ($1,206,000) and restricted common shares ($594,000) that cliff vest on the third anniversary of the award date.

(4)	Consists of performance units ($539,064); ten-year options (approximately 53% of which have vesting tied to our total shareholder return) ($658,408); and restricted common shares ($548,153) that cliff vest on the third anniversary of the award date.

(5)	Consists of performance units ($550,000); ten-year options ($700,000); and restricted common shares ($550,000) that cliff vest on the third anniversary of the award date.

(6)	Consists of performance units ($331,472); ten-year options ($21,654); and restricted common shares ($329,089) that cliff vest on the third anniversary of the award date.

(7)	Consists of ten-year options ($787,800) and restricted common shares ($626,200) that cliff-vested on the third anniversary of the award date.

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•	A description of the roles of those responsible for overseeing and implementing our executive compensation;

•	A discussion of each of the principal components of our executive compensation program;

•	An explanation of how we set compensation targets, establish performance goals and determine amounts and forms of compensation; and

•	A summary of other key aspects of our executive compensation.

•	Approving the goals and objectives relating to our President and Chief Executive Officer's compensation, evaluating the performance of our President and Chief Executive Officer in light of such goals and objectives, and setting the compensation of our President and Chief Executive Officer based on this evaluation;

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Approving the salaries and annual incentive awards of our other executive officers either (i) with the title Executive Vice President, (ii) with the title Senior Vice President or Vice President, in either case who hold a position as Managing Director, Chief Financial Officer, General Counsel or Chief Administrative Officer or (iii) who report directly to our President and Chief Executive Officer, taking into account the recommendation of our President and Chief Executive Officer and such other information as the Committee believes appropriate;

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•	Administering our equity incentive plans, including authorizing restricted common shares, performance units, options and other equity-based awards under these plans;

•	Retaining and terminating, in its sole discretion, third party consultants to assist in the evaluation of Trustee and executive compensation (with sole authority to approve any such consultant's fees and other terms of engagement); and

•	Assessing the appropriate structure and amount of compensation for our Trustees.

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(1)

The amounts shown in this column represent the grant date fair value of awards on the date of grant, computed in accordance with FASB ASC Topic 718. Whether the named executive officers ultimately realize any of the value of the equity awards generally depends on, in the case of the performance units, our total shareholder return during the three-year period beginning January 1, 2012 and ending December 31, 2014 (i) relative to the total shareholder returns of the real estate investment trusts included in the S&P US REIT index (with respect to 50% of the units) and (ii) relative to the total shareholder returns of the companies in our peer group (with respect to the other 50% of the units). Whether the named executive officers ultimately realize any of the value of the equity awards consisting of restricted common shares generally depends on their continued employment with us. Generally, the grant date fair value is the amount that we would expense in our financial statements over the vesting period of the applicable award. The grant date fair value of each restricted share awarded on March 1, 2012 equaled the closing price of our common shares on the New York Stock Exchange on that date ($10.86). The grant date fair value for the performance units awarded on March 1, 2012 was $16.11 (reflecting the average of the values for performance units measured against the S&P US REIT index ($16.47) and for performance units measured against the peer group ($15.74)) and was determined using a Monte Carlo simulation probabilistic valuation model. In the case of the performance units measured against the S&P US REIT index, we assumed volatility of 53.3%, which was calculated based on the volatility of our share price over the preceding six years, using weekly share price observations (average peer volatility over the same period was 44.6%). Our actual total shareholder return from the beginning of the performance period through the grant date was 25.2%, which was calculated using a 30-day average share price as the beginning share price and the share price on the grant date as the ending share price (average shareholder return for the index for the same period was 12.6%). In the case of the performance units measured against the peer group, we assumed volatility of 53.3%, which was calculated based on the volatility of our share price over the preceding six years, using weekly share price observations (average peer volatility over the same period was 45.7%). Our actual total shareholder return from the beginning of the performance period through the grant date was 25.2%, which was calculated using a 30-day average share price as the beginning share price and the share price on the grant date as the ending share price (average peer shareholder return for the same period was 15.6%).

(2)

The amounts shown in this column represent the grant date fair value of awards on the date of grant, computed in accordance with FASB ASC Topic 718. Whether the named executive officers ultimately realize any of the value of the equity awards generally depends on, in the case of the performance units, our total shareholder return during the three-year period beginning January 1, 2013 and ending December 31, 2015 (i) relative to the total shareholder returns of the real estate investment trusts included in the S&P US REIT index (with respect to 50% of the units) and (ii) relative to the total shareholder returns of the companies in our peer group (with respect to the other 50% of the units). Whether the named executive officers ultimately realize any of the value of the equity awards consisting of restricted common shares generally depends on their continued employment with us. Generally, the grant date fair value is the amount that we would expense in our financial statements over the vesting period of the applicable award. The grant date fair value of each restricted share awarded on February 25, 2013 equaled the closing price of our common shares on the New York Stock Exchange on that date ($12.96). The grant date fair value for the performance units awarded on February 25, 2013 was $17.90 (reflecting the average of the values for performance units measured against the S&P US REIT index ($18.35) and for performance units measured against the peer group ($17.45)) and was determined using a Monte Carlo simulation probabilistic valuation model. In the case of the performance units

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•	Base salary;

•	Annual incentive awards; and

•	Equity-based long-term incentives.

•	Health and disability coverage, 401(k) matching contributions, life insurance, deferred compensation;

•	An opportunity to participate in our employee share purchase plan; and

•	Change-in-control benefits.

•	Aligns management and shareholder interests;

•	Aligns pay programs with our business strategy;

•	Provides retention and recruitment incentives; and

•	Provides appropriate, market based equity ownership by officers.

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(1)

We compute FFO in accordance with standards established by the National Association of Real Estate Investment Trusts (NAREIT), which may not be comparable to FFO reported by other REITs that do not compute FFO in accordance with the NAREIT definition, or that interpret the NAREIT definition differently than we do.  NAREIT defines FFO as net income (loss) before non-controlling interests of unit holders (preferred and common) and excluding gains (losses) on sales of property and extraordinary items (computed in accordance with GAAP); plus real estate related depreciation and amortization (excluding amortization of deferred financing costs), and after similar adjustments for unconsolidated joint ventures.  Net income, the GAAP measure that we believe to be most directly comparable to FFO, includes depreciation and amortization expenses, gains or losses on property sales, extraordinary items and non-controlling interests. To facilitate a clear understanding of our historical operating results, FFO should be examined in conjunction with net income (determined in accordance with GAAP) as presented in the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2012.  FFO does not represent cash flow from operating activities (determined in accordance with GAAP) and should not be considered to be an alternative to net income (loss) (determined in accordance with GAAP) as an indication of our financial performance or to be an alternative to cash flow from operating activities (determined in accordance with GAAP) as a measure of our liquidity, nor is it indicative of funds available for our cash needs, including our ability to make cash distributions to shareholders. For information purposes, we also provide FFO adjusted for impairment charges.  Although our calculation of FFO as adjusted differs from NAREIT's definition of FFO and may not be comparable to that of other REITs and real estate companies, we believe it provides a meaningful supplemental measure of our operating performance because we believe that by excluding impairment charges, shareholders and potential investors are presented with an indicator of our operating performance that more closely achieves the objectives of the real estate industry in presenting FFO.

(2)	Cash available for distribution, or CAD, is a non-GAAP financial measure that is not intended as an alternative to cash flow from operating activities as determined under GAAP. CAD is presented in our investor presentations solely as a supplemental disclosure with respect to liquidity because we believe it provides useful information regarding our

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(3)	The weighting among components in the stated percentage reflects the Committee's exercise of discretion and judgment.

•	Our FFO target and actual FFO for 2012 (as adjusted for designated investment and capital markets activity) were $1.34 and $1.37, respectively. Our CAD target and actual CAD for 2012 (as adjusted for designated investment activity) were $0.67 and $0.80, respectively. Accordingly, we achieved 102% of our FFO metric and 119% of our CAD metric.

•	Our year-end occupancy target for 2012 was 90% and our actual year-end occupancy was 88.3%, or 98% of target.

•	Lease retention rate reflects our renewal of existing leases against internal targets. Our lease retention target for 2012 was 60% and our actual achievement was 66.2%, or 110% of target.

•	Speculative revenue achievement reflects lease activity against an internal target. Our 2012 internal target was $45.4 million and our actual achievement was $44.3 million, or 98% of target.

•	Our year-end leased target for 2012 was 92% and our actual result for 2012 was 90.3%, or 98% of target.

•	Sales/Joint Venture activity relates to assets sold or contributed into joint ventures for strategic purposes. For 2012 we achieved this target with the sale of $175.8 million of properties in various markets.

•	We achieved our 2012 Development activity, which relates to commencement of new developments.

•	Our 2012 Acquisition activity relates to our completion of property acquisitions. For 2012, we completed $75.9 million in acquisitions of consolidated properties, achieving our target.

•	Our Joint Venture Investment activity relates to our completion of property acquisitions through joint ventures. For 2012, we completed $120.6 million in acquisitions, exceeding our $119 million target by 1.3%.

•	Our leverage target is a ratio of debt to gross asset values, excluding cash. Our 2012 target was 43.5% and our actual year-end ratio was 42.8%, or better than target.

•	For 2012 our indebtedness strategy was measured through a net debt to EBITDA ratio, with our target set at 7.1, which we achieved.

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(1)	Qualifying Retirement means an executive’s voluntary termination of employment after reaching age 57 and accumulating at least 15 years of service with us. None of our named executive officers has met conditions to elect a qualifying retirement as of the date of this proxy statement.

(2)	The employment agreements for Messrs. Sweeney and Sipzner provide for the lapse of vesting restrictions on their restricted common shares and options if either were to be terminated without cause or to resign for good reason.

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•	Charles P. Pizzi (Chair)

•	Walter D’Alessio

•	Wyche Fowler

•	Michael J. Joyce

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(1)	Executives are eligible to defer a portion of their salaries under our Nonqualified Deferred Compensation Plan. The amounts shown in this column have not been reduced by any deferrals under the Nonqualified Deferred Compensation Plan. Amounts deferred in 2012 are shown in the Nonqualified Deferred Compensation table below.

(2)

Amounts shown under the “Bonus” and “Non-Equity Incentive Plan Compensation” columns for 2012, 2011 and 2010 were approved by the Compensation Committee on February 25, 2013, March 1, 2012 and March 2, 2011, respectively. Executives are eligible to defer a portion of the amounts shown under the “Bonus” and “Non-Equity Incentive Plan Compensation” columns under our Deferred Compensation Plan. Amounts that are deferred into the Company Share Fund under our Deferred Compensation Plan may be entitled to a 15% discount to the market price of our common shares on the date of the award. See “Compensation Discussion and

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(3)

This column represents the grant date fair value of Share Awards computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. Share Awards consist of (i) restricted common shares (or share equivalents) that vest on the third anniversary of the award date and (ii) awards of performance units. Restricted common shares (or share equivalents) vest early upon a change of control or upon the death, disability or qualifying retirement of the holder of the shares. The holder of restricted common shares (or share equivalents) is entitled to receive distributions on the shares from the date of the award. Vesting of the restricted common shares (or share equivalents) is not subject to performance-based conditions. The fair value of each restricted common share awarded in 2012 was equal to the closing price of our common shares on the New York Stock Exchange on the award date ($10.86 on March 1, 2012). The fair value of each restricted common share awarded in 2011 was equal to the closing price of our common shares on the New York Stock Exchange on the award date ($11.89 on March 2, 2011). The fair value of each restricted common share awarded in 2010 was equal to the closing price of our common shares on the New York Stock Exchange on the award date ($11.31 on March 4, 2010). The fair value of each performance unit awarded in 2012 ($16.11) was determined using a Monte Carlo simulation probabilistic valuation model and averaging the results for the performance units tied to the S&P US REIT index ($16.47) and the performance units tied to our peer group ($15.74). For purposes of the 2012 simulation, we assumed volatility of 53.3%, which was calculated based on the volatility of our share price over the preceding six years, using weekly share price observations. Our actual total shareholder return from the beginning of the performance period through the grant date was 25.2%, which was calculated using a 60-day average share price as the beginning share price and the share price on the grant date as the ending share price. The fair value of each performance unit awarded in 2011 ($16.37) was determined using a Monte Carlo simulation probabilistic valuation model. For purposes of the 2011 simulation, we assumed volatility of 51.2%, which was calculated based on the volatility of our share price over the preceding six years, using weekly share price observations (average peer volatility over the same period was 44.4%). Our actual total shareholder return from the beginning of the performance period through the grant date was 4.4%, which was calculated using a 60-day average share price as the beginning share price and the share price on the grant date as the ending share price (average peer shareholder return for the same period was 6.0%). The fair value of each performance unit awarded in 2010 ($16.29) was determined using a Monte Carlo simulation probabilistic valuation model. For purposes of the 2010 simulation, we assumed volatility of 50.1%, which was calculated based on the volatility of our share price over the preceding six years, using weekly share price observations (average peer volatility over the same period was 46.1%). Our actual total shareholder return from the beginning of the performance period through the grant date was 10.3%, which was calculated using a 60-day average share price as the beginning share price and the share price on the grant date as the ending share price (average peer shareholder return for the same period was 10.4%).

(4)

This column represents the grant date fair value of Option Awards computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. Notes 14, 15 and 13 to the financial statements in our Annual Reports on Form 10-K for fiscal years 2011 and 2010, respectively, include a description of the assumptions that we made in determining grant date fair values. We have also summarized these assumptions, in the case of the 2011 awards, above, in “Compensation Discussion and Analysis - Equity-Based Long-Term Incentive Compensation - Share Option Awards.”

(5)

Represents for 2012 (i) $167,119 in dividends paid in 2012 on unvested restricted common shares; (ii) $4,500 in employer matching and profit sharing contributions to our 401(k) retirement and profit sharing plan and deferred compensation plan; (iii) $960 in life insurance premiums; and (iv) $7,051 from participation in the Employee Share Purchase Plan. Represents for 2011 (i) $182,238 in dividends paid in 2011 on unvested restricted common shares; (ii) $4,410 in employer matching and profit sharing contributions to our 401(k) retirement and profit sharing plan and deferred compensation plan; (iii) $960 in life insurance premiums; and (iv) $3,535 from participation in the Employee Share Purchase Plan. Represents for 2010 (i) $177,014 in dividends paid in 2010 on unvested restricted common shares; (ii) $4,410 in employer matching and profit sharing contributions to our 401(k) retirement and profit sharing plan and deferred compensation plan; (iii) $840 in life insurance premiums; and (iv) $17,650 from participation in the Employee Share Purchase Plan.

(6)	Represents a $200,000 signing bonus paid to Mr. Sipzner upon his entry into a replacement employment agreement on February 3, 2010. See “-Employment and Other Agreements

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(7)

Represents for 2012 (i) $40,812 in dividends paid in 2012 on unvested restricted common shares; (ii) $4,500 in employer matching and profit sharing contributions to our 401(k) retirement and profit sharing plan and deferred compensation plan; (iii) $960 in life insurance premiums; and (iv) $8,469 from participation in the Employee Share Purchase Plan. Represents for 2011 (i) $45,102 in dividends paid in 2011 on unvested restricted common shares; (ii) $4,410 in employer matching and profit sharing contributions to our 401(k) retirement and profit sharing plan and deferred compensation plan; (iii) $960 in life insurance premiums; and (iv) $2,663 from participation in the Employee Share Purchase Plan. Represents for 2010 (i) $40,989 in dividends paid in 2010 on unvested restricted common shares; (ii) $4,410 in employer matching and profit sharing contributions to our 401(k) retirement and profit sharing plan and deferred compensation plan; (iii) $840 in life insurance premiums; and (iv) $8,393 from participation in the Employee Share Purchase Plan.

(8)

Represents for 2012 (i) $26,293 in dividends paid in 2012 on unvested restricted common shares; (ii) $4,500 in employer matching and profit sharing contributions to our 401(k) retirement and profit sharing plan and deferred compensation plan; and (iii) $960 in life insurance premiums. Represents for 2011 (i) $27,750 in dividends paid in 2011 on unvested restricted common shares; (ii) $4,410 in employer matching and profit sharing contributions to our 401(k) retirement and profit sharing plan and deferred compensation plan; and (iii) $960 in life insurance premiums. Represents for 2010 (i) $25,523 in dividends paid in 2010 on unvested restricted common shares; (ii) $4,410 in employer matching and profit sharing contributions to our 401(k) retirement and profit sharing plan and deferred compensation plan; and (iii) $840 in life insurance premiums.

(9)

Represents for 2012 (i) $35,183 in dividends paid in 2012 on unvested restricted common shares; (ii) $4,500 in employer matching and profit sharing contributions to our 401(k) retirement and profit sharing plan and deferred compensation plan; and (iii) $960 in life insurance premiums. Represents for 2011 (i) $38,453 in dividends paid in 2011 on unvested restricted common shares; (ii) $4,410 in employer matching and profit sharing contributions to our 401(k) retirement and profit sharing plan and deferred compensation plan; and (iii) $960 in life insurance premiums. Represents for 2010 (i) $35,535 in dividends paid in 2010 on unvested restricted common shares; (ii) $4,410 in employer matching and profit sharing contributions to our 401(k) retirement and profit sharing plan and deferred compensation plan; and (iii) $840 in life insurance premiums.

(10)

Represents for 2012 (i) $32,104 in dividends paid in 2012 on unvested restricted common shares; (ii) $4,500 in employer matching and profit sharing contributions to our 401(k) retirement and profit sharing plan and deferred compensation plan; and (iii) $960 in life insurance premiums. Represents for 2011 (i) $33,062 in dividends paid in 2011 on unvested restricted common shares; (ii) $4,410 in employer matching and profit sharing contributions to our 401(k) retirement and profit sharing plan and deferred compensation plan; and (iii) $960 in life insurance premiums. Represents for 2010 (i) $30,736 in dividends paid in 2010 on unvested restricted common shares; (ii) $4,410 in employer matching and profit sharing contributions to our 401(k) retirement and profit sharing plan and deferred compensation plan; and (iii) $840 in life insurance premiums.

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(1)

Actual non-equity incentive awards for 2012 were made on February 25, 2013. See the Summary Compensation Table above for the actual amounts of the annual incentive awards earned by each named executive officer for 2012. The “Threshold” column represents the minimum amount payable when threshold performance is met. The “Target” column represents the amount payable if the specified performance targets are reached. The “Maximum” column represents the maximum payment opportunity. See “Compensation Discussion and Analysis - Discussion - Annual Incentive Awards."

(2)

All equity and equity-based awards were made under our Amended and Restated 1997 Long-Term Incentive Plan. The numbers shown under Estimated Future Payouts Under Equity Incentive Plan Awards represent the number of shares issuable under performance units, not including performance units resulting from the deemed investment of amounts equal to dividends paid on an equivalent number of common shares. The recipient is not entitled to any voting rights in connection with performance units. See “Compensation Discussion and Analysis - Equity-Based Long-Term Incentive Compensation - Performance Units” for a description of, and a discussion of the objectives of, the performance units. Whether the named executive officers will receive any shares in respect of performance units depends on whether we achieve total shareholder return hurdles. If the measurement period had ended on December 31, 2012,the following number of shares would have been issued under the performance units awarded on March 1, 2012 to the

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(3)

Consists of restricted common shares (or share equivalents) that vest on April 15, 2015. Restricted common shares (or share equivalents) vest prior to April 15, 2015 upon a change of control, upon the death or disability of the holder of the shares or, in the case of each of Messrs. Sweeney and Sipzner, his termination without cause or resignation for good reason. The holder of restricted common shares is entitled to receive dividends on the shares from the date of the award. Vesting of the restricted common shares (or share equivalents) is not subject to performance-based conditions.

(4)

The amounts shown in this column represent the grant date fair value of awards on the date of grant, computed in accordance with FASB ASC Topic 718. Whether the named executive officers ultimately realize any of the value of the equity awards depends on, in the case of the performance units, our total return to shareholders during the three-year period beginning January 1, 2012 and ending December 31, 2014 relative to the Index REITs, and, in the case of restricted common shares, continued employment with us. Generally, the grant date fair value is the amount that we would expense in our financial statements over the vesting period of the applicable Share Award. For the March 1, 2012 grants of restricted common shares the value was calculated based on the closing price of our common shares on the date of grant ($10.86). The grant date fair value for the performance units awarded on March 1, 2012 was $16.11 (reflecting the average of the values for performance units measured against the S&P US REIT index ($16.47) and for performance units measured against the peer group ($15.74)) and was determined using a Monte Carlo simulation probabilistic valuation model. In the case of the performance units measured against the S&P US REIT index, we assumed volatility of 53.3%, which was calculated based on the volatility of our share price over the preceding six years, using weekly share price observations (average peer volatility over the same period was 44.6%). Our actual total shareholder return from the beginning of the performance period through the grant date was 25.2%, which was calculated using a 30-day average share price as the beginning share price and the share price on the grant date as the ending share price (average shareholder return for the index for the same period was 12.6%). In the case of the performance units measured against the peer group, we assumed volatility of 53.3%, which was calculated based on the volatility of our share price over the preceding six years, using weekly share price observations (average peer volatility over the same period was 45.7%). Our actual total shareholder return from the beginning of the performance period through the grant date was 25.2%, which was calculated using a 30-day average share price as the beginning share price and the share price on the grant date as the ending share price (average peer shareholder return for the same period was 15.6%).

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(1)

The options with a $20.61 per share exercise price were awarded on April 8, 2008 and vested in equal installments on the first, second and third anniversaries of the award date. The options with a $2.91 per share exercise price were awarded on April 1, 2009 and vested in equal installments on the first, second and third anniversaries of the award date. The options with an $11.31 per share exercise price were awarded on March 4, 2010 and vested in equal installments on the first, second and third anniversaries of the award date. The options with an $11.89 per share exercise price were awarded on March 2, 2011 and vest in equal installments on the first, second and third anniversaries of the award date.

(2)	The unvested shares shown in this column vest or vested in the following amounts and on the following dates:

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(3)

Represents hypothetical payment amount, if any, under performance units awarded on March 2, 2011 and March 1, 2012. For a discussion of the terms of performance units, see “Compensation Discussion and Analysis - Equity-Based Long-Term Incentive Compensation - Performance Units.” The number of common shares, if any, that we will issue on account of performance units will depend on whether, and the extent to which, our total shareholder return exceeds the hurdles applicable to performance units. The dollar amounts shown above were computed on the basis of (i) the closing price of our common shares on December 31, 2012 (the last trading day of 2012) ($12.19) and (ii) the assumed occurrence of a change of control on December 31, 2012 (resulting in an early termination of the three-year measurement period applicable to performance units). If the measurement period had ended on December 31, 2012, we would have issued 0.74 common shares per unit awarded on March 2, 2011 and two common shares per unit awarded on March 1, 2012. As we discussed above, the measurement period for the performance units awarded on Mach 1, 2010 ended on December 31, 2012, resulting in a payout under these units of 0.50 common shares per unit. See “Compensation Discussion and Analysis - Capsule Information - Capsule Information: Settlement under 2009 Performance Units."

(4)	These options have an expiration date tied to Mr. Sweeney’s employment with us.

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(1)	Reflects the number of restricted common shares (or share equivalents) that vested in 2011 multiplied by the closing market price of the common shares on the applicable vesting date.

(1)

Amounts shown reflect the portion of the executive's 2012 salary, annual incentive award and vested performance shares deferred into our Nonqualified Deferred Compensation Plan. These amounts are also reported in the Summary Compensation Table. All amounts shown in the year-end balance column have been reported either as salary, bonus or non-equity incentive plan compensation in the Summary Compensation Table of our proxy statements for previous years for those of the named executive officers who were named executive officers in proxy statements for such previous years, other than the component of the year-end balances that represents earnings.

(2)	Amounts that represent aggregate earnings and appreciation since inception in the Plan, measured at December 31, 2012, are: $1,378,847 for Mr. Sweeney; $1,164,624 for Mr. Sipzner; $100,638 for Mr. DeVuono; $699,044 for Mr. Molotsky; and $182,737 for Mr. Johnstone.

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(1)	Computed as a multiple of the sum salary and annual bonus.

(2)

Represents the aggregate value of unvested equity awards as of December 31, 2012 that would vest upon a change of control, death, disability or qualifying retirement or, in the case of each of Messrs. Sweeney and Sipzner, his termination without cause or resignation for good reason. Unvested equity awards are comprised of restricted common shares, performance units and options. We computed the value of the accelerated equity awards using the closing price of our common shares on December 30, 2012 (the last trading day of 2012) ($12.19).

(1)	Relates to our Amended and Restated 1997 Long-Term Incentive Plan (most recently approved by shareholders in June 2010) and 46,667 options awarded prior to adoption of the Amended and Restated 1997 Long-Term Incentive Plan.

(2)	Does not include 597,708 unvested restricted common shares awarded under our Amended and Restated 1997 Long-Term Incentive Plan that were outstanding as of December 31, 2012.

(3)	The weighted average remaining term of the options as of December 31, 2012 was approximately 5.95 years (assuming a 15 year term from the grant date for 46,667 options that do not have a stated expiration date).

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(1)	Unless indicated otherwise, the business address of each person listed is 555 East Lancaster Avenue, Radnor, Pennsylvania 19087.

(2)

Information regarding beneficial ownership of our common shares by The Vanguard Group, Inc. is included herein based on an Amendment No. 7 to Schedule 13G filed with the SEC on February 11, 2013, relating to such shares beneficially owned as of December 31, 2012. Vanguard has an address of 100 Vanguard Blvd., Malvern, Pennsylvania 19355. Such report provides that Vanguard Group, Inc. is the beneficial owner of 18,366,550 common shares, with sole dispositive power over 18,120,218 of such shares and shared dispositive power over 246,332 of such shares and with sole power to vote 329,883 of such shares and shared power to vote 118,734 of such shares. Information in an Amendment No. 3 to Schedule 13G filed with the SEC on February 14, 2013 by Vanguard Specialized Funds-Vanguard REIT Index Fund indicates that Vanguard Specialized Funds-Vanguard REIT Index Fund is the beneficial owner of 9,493,217 of the foregoing common shares and has sole power to vote such shares.

(3)	Information regarding beneficial ownership of our common shares by Systematic Financial Management, L.P. is included herein based on Schedule 13G filed with the SEC on February 12, 2013, relating to such

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(4)

Information regarding beneficial ownership of our common shares by FMR LLC and certain related entities is included herein based on an Amendment No. 3 to Schedule 13G filed with the SEC on February 14, 2013, relating to such shares beneficially owned as of December 31, 2012. FMR LLC has an address of 82 Devonshire Street, Boston, Massachusetts 02109. Such report provides that FMR LLC, an investment advisor, is beneficial owner of 8,023,134 of such common shares and with Edward C. Johnson III each has sole dispositive power with respect to 8,022,900 of such common shares; and neither FMR LLC nor Mr. Johnson has sole or shared power to vote or direct the voting of these shares other than in respect of 234 of such common shares.

(5)

Information regarding beneficial ownership of our common shares by BlackRock, Inc. is included herein based on Schedule 13G filed with the SEC on January 30, 2013, relating to such shares beneficially owned as of December 31, 2012. BlackRock, Inc. has an address of 40 East 52nd Street, New York, New York 10022. Such report provides that BlackRock, Inc. is the beneficial owner of 7,732,346 common shares and has sole dispositive power with respect to, and sole power to vote, all of such shares.

(6)

Includes (a) 783,601 common shares (including 190,759 common shares held by a family limited partnership) and (b) 1,697,832 common shares issuable upon the exercise of options. Does not include 99,483 common share equivalents credited to Mr. Sweeney's account in the deferred compensation plan as of April 2, 2013, does not include 156,520 unvested restricted shares, and does not include 63,234 common shares issuable upon the exercise of options that remained unvested as of April 2, 2013.

(7)

Includes (a) 284,756 common shares and (b) 161,320 common shares issuable upon the exercise of options. Does not include 29,945 common share equivalents credited to Mr. Sipzner's account in the deferred compensation plan as of April 2, 2013, does not include 55,505 unvested restricted shares, and does not include 19,874 common shares issuable upon the exercise of options that remained unvested as of April 2, 2013.

(8)

Includes (a) 51,966 common shares and (b) 115,998 common shares issuable upon the exercise of options. Does not include 20,826 common share equivalents credited to Mr. Johnstone's account in the deferred compensation plan as of April 2, 2013, does not include 29,367 unvested restricted common shares, and does not include 9,222 common shares issuable upon the exercise of options that remained unvested as of April 2, 2013.

(9)

Includes (a) 89,947 common shares and (b) 174,649 common shares issuable upon the exercise of options. Does not include 67,262 share equivalents credited to Mr. Molotsky's account in the deferred compensation plan as of April 2, 2013, does not include 45,572 unvested restricted common shares, and does not include 15,808 common shares issuable upon the exercise of options that remained unvested as of April 2, 2013.

(10)

Includes (a) 80,289 common shares and (b) 62,816 common shares issuable upon the exercise of options. Does not include 11,157 common share equivalents credited to Mr. DeVuono's account in the deferred compensation plan as of April 2, 2013, does not include 36,221 unvested restricted common shares, and does not include 10,727 common shares issuable upon the exercise of options that remained unvested as of April 2, 2013.

(11)	Mr. D'Alessio has a business address at 1600 Market Street, Philadelphia, Pennsylvania 19103.

(12)	Mr. Diggs has a residence at 100 Central Avenue, Sarasota, Florida 34236.

(13)	Does not include 9,973 common share equivalents credited to Mr. Fowler's account in the deferred compensation plan as of April 2, 2013. Mr. Fowler has a residence at 2734 Peachtree Road NW, Atlanta, Georgia 30305.

(14)	Mr. Joyce has a residence at 1and, South Carolina 29928.

(15)	Includes 21,992 common shares held by a family limited partnership. Mr. Nichols has an address at 3637 Crayton Road, Naples, Florida 34103-3516.

(16)	Mr. Pizzi has a residence at 8601 Thomas Mill Drive, Philadelphia, Pennsylvania 19128.

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•	Michael J. Joyce (Chair)

•	James C. Diggs

•	Charles P. Pizzi

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