UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.     )

Filed by the registrant þ
Filed by a party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement
o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12

ENTERTAINMENT PROPERTIES TRUST

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ		No fee required
o		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)		Title of each class of securities to which transaction applies:
	(2)		Aggregate number of securities to which transaction applies:
	(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)		Proposed maximum aggregate value of transaction:
	(5)		Total fee paid:

o		Fee paid previously with preliminary materials:
o		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	1)		Amount Previously Paid:
	2)		Form, Schedule or Registration Statement No.:
	3)		Filing Party:
	4)		Date Filed:

ENTERTAINMENT PROPERTIES TRUST
30 W. Pershing Road, Suite 201
Kansas City, Missouri 64108

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 13, 2009

To our shareholders:

The 2009 annual meeting of shareholders of Entertainment Properties Trust will be held at the Leawood Town Centre 20 Theatre, 11701 Nall Avenue, Leawood, Kansas 66211, on May 13, 2009 at 10:00 a.m. (local time). At the meeting, our shareholders will vote upon:

		Proposal 1:		The election of Jack A. Newman, Jr. and James A. Olson as Class III trustees to serve for a three year term,
		Proposal 2:		The approval of an amendment to the Company’s 2007 Equity Incentive Plan to increase the number of authorized shares of common shares of beneficial interest, $0.01 par value per share, issuable under the plan, from 950,000 shares to 1,950,000 shares, and
		Proposal 3:		The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2009;

and transact any other business that may properly come before the meeting.

All holders of record of our common shares at the close of business on February 18, 2009 are entitled to vote at the meeting or any postponement or adjournment of the meeting.

You are cordially invited to attend the meeting. Whether or not you intend to be present at the meeting, our Board of Trustees asks that you sign, date and return the enclosed proxy card promptly. A prepaid return envelope is provided for your convenience. Your vote is important and all shareholders are encouraged to attend and vote in person or vote by proxy.

Thank you for your support and continued interest in our Company.

Kansas City, Missouri
April 17, 2009

Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting to be Held on May 13, 2009 – the proxy statement and annual report to shareholders are available at www.edocumentview.com/EPR.

ENTERTAINMENT PROPERTIES TRUST
30 W. Pershing Road, Suite 201
Kansas City, Missouri 64108

PROXY STATEMENT

     This proxy statement provides information about the annual meeting of shareholders of Entertainment Properties Trust (“we,” “us” or the “Company”) to be held at the Leawood Town Centre 20 Theatre, 11701 Nall Avenue, Leawood, Kansas 66211, on May 13, 2009, beginning at 10:00 a.m. (local time), and at any postponement or adjournment of the meeting.

     This proxy statement and the enclosed proxy card were first mailed to shareholders on or about April 17, 2009.

Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting to be Held on May 13, 2009 – the proxy statement and annual report to shareholders are available at www.edocumentview.com/EPR.

ABOUT THE MEETING			1
PROPOSAL 1: ELECTION OF TRUSTEES			4
COMPANY GOVERNANCE			8
EXECUTIVE OFFICERS			13
EXECUTIVE COMPENSATION			14
Compensation Discussion and Analysis			14
Summary Compensation Table			24
Grants of Plan-Based Awards			25
Outstanding Equity Awards at Fiscal Year-End			26
Option Exercises and Stock Vested			27
Potential Payments Upon Termination or Change of Control			28
EQUITY COMPENSATION PLAN INFORMATION			32
COMPENSATION COMMITTEE REPORT			33
AUDIT COMMITTEE REPORT			34
TRANSACTIONS BETWEEN THE COMPANY AND TRUSTEES, OFFICERS OR THEIR AFFILIATES			35
PROPOSAL 2: AMENDMENTS TO OUR 2007 EQUITY INCENTIVE PLAN			36
PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			42
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			44
SHARE OWNERSHIP			45
SHAREHOLDER PROPOSALS, TRUSTEE NOMINATIONS AND RELATED BYLAW PROVISIONS			47

OTHER MATTERS			48
MISCELLANEOUS			49

ABOUT THE MEETING

What am I voting on?

     The Board of Trustees (also referred to herein as the “Board”) is soliciting your vote for:

	•		The election of Jack A. Newman, Jr. and James A. Olson as Class III trustees to serve for a three year term;
	•		The approval of an amendment to the Company’s 2007 Equity Incentive Plan to increase the number of authorized shares of common shares of beneficial interest, $0.01 par value per share, issuable under the plan, from 950,000 shares to 1,950,000 shares; and
	•		The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2009.

Who is entitled to vote at the meeting?

     Holders of record of our common shares at the close of business on February 18, 2009, are entitled to receive notice of the annual meeting and to vote their common shares held on that date at the meeting or any postponement or adjournment of the meeting.

How many votes do I have?

     Each common share has one vote. The enclosed proxy card shows the number of common shares you are entitled to vote.

What constitutes a quorum?

     The presence at the meeting, in person or by proxy, of the holders of a majority of our common shares outstanding on the record date will constitute a quorum, permitting the meeting to proceed. On the record date, 34,728,718 common shares of the Company were outstanding. Proxies received but marked as abstentions and broker non-votes will be included in calculating the number of common shares present at the meeting for the purpose of establishing a quorum.

How do I vote?

     If you complete and properly sign the enclosed proxy card and return it to us before the meeting, your common shares will be voted as you direct. If you are a shareholder of record and attend the meeting in person, you may deliver your completed proxy card at the meeting. You are also invited to vote in person at the meeting. You may request a ballot when you arrive.

     If your shares are held in the name of a bank, broker or other nominee and you wish to vote at the meeting, you must obtain a proxy form from the institution that holds your shares.

     If you are a participant in our dividend reinvestment and direct share purchase plan, your plan shares will be voted as you instruct on your proxy card.

Does EPR have a policy for confidential voting?

     We have a confidential voting policy. Your proxy will be kept confidential and will not be disclosed to third parties, other than our inspector of election and personnel involved in processing the proxy cards and tabulating the vote.

Can I change my vote after I return my proxy card?

     Yes. Even after you have submitted your proxy, you may change your vote or revoke your proxy at any time before the meeting by sending a written notice of revocation or a duly executed proxy with a later date to the Secretary of the Company. Your proxy will also be revoked if you attend the meeting and vote in person. If you merely attend the meeting but do not vote in person, your previously granted proxy will not be revoked.

What are the Board’s recommendations?

     Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote your common shares in accordance with the recommendations of the Board of Trustees. The Board recommends you vote:

	•		For the election of Jack A. Newman, Jr. and James A. Olson as Class III trustees to serve for a three year term;
	•		For the approval of an amendment to the Company’s 2007 Equity Incentive Plan to increase the number of authorized shares of common shares of beneficial interest, $0.01 par value per share, issuable under the plan, from 950,000 shares to 1,950,000 shares; and
	•		For the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2009.

     If any other matter properly comes before the meeting, the proxy holders will vote as recommended by the Board of Trustees or, if no recommendation is given, in their own discretion.

How many votes are needed to approve each item?

     Election of Trustee. The affirmative vote of a plurality of the common shares voted at the meeting is required for the election of the Class III trustees. This means the nominees in Class III receiving the greatest number of votes will be elected. We will not count abstentions in the election of the trustee. If you check “WITHHOLD” under a nominee’s name on your proxy card, your shares will be voted against the nominee. You may also vote against a nominee by striking through his name on your proxy card.

     Approval of the proposed amendment to the 2007 Equity Incentive Plan. The affirmative vote of a majority of the common shares voted at the meeting is required to approve the proposed amendment to the 2007 Equity Incentive Plan. As prescribed by Maryland law, abstentions will not be counted as votes at the meetings for the purposes of approval of the proposed amendment to the 2007 Equity Incentive Plan.

     Ratification of appointment of independent registered public accounting firm. The affirmative vote of a majority of the common shares voted at the meeting is required to ratify the

appointment of KPMG LLP as our independent registered public accounting firm for 2009. We will not count abstentions in the ratification of KPMG LLP as our independent registered public accounting firm for 2009.

How will broker non-votes be counted?

     Broker non-votes (which occur when a broker or other nominee has not received directions from its customers and does not have discretionary authority to vote the customers’ shares) will not have the effect of a vote against any proposal.

What does it mean if I receive more than one proxy card?

     Some of your shares may be held in more than one account. Please date, sign and return all of your proxy cards to ensure that all your common shares are voted.

What if I receive only one set of proxy materials although there are multiple shareholders at my address?

     If you and other residents at your mailing address own common shares in street name, your broker, bank or other nominee may have sent you a notice that your household will receive only one annual report and proxy statement for each company in which you hold shares through that broker, bank or nominee. This practice is called “householding.” If you did not respond that you did not want to participate in householding, you are deemed to have consented to that process. If these procedures apply to you, your nominee will have sent one copy of our annual report and proxy statement to your address. You may revoke your consent to householding at any time by contacting us at 30 W. Pershing Road, Suite 201, Kansas City, Missouri 64108 or (816) 472-1700, Attention: Secretary. If you did not receive an individual copy of our annual report and proxy statement, we will send copies to you if you contact us at the above address or telephone number. If you and other residents at your address have been receiving multiple copies of our annual report and proxy statement and desire to receive only a single copy of these materials, you may contact your broker, bank or other nominee or contact us at the above address or telephone number.

Are the proxy statement and annual report to shareholders available on the Internet?

     This proxy statement and the annual report to shareholders are available on the Internet at www.edocumentview.com/EPR.

PROPOSAL 1:
ELECTION OF TRUSTEES

     The Board of Trustees consists of five members and is divided into three classes having three-year terms that expire in successive years. Morgan G. Earnest, whose term of office expires on the date of the annual meeting, is not running for re-election at the annual meeting. The nominating/company governance committee of the Board of Trustees has nominated Jack A. Newman, Jr. and James A. Olson to serve as our Class III trustees for a term expiring at the 2012 annual meeting or until their successors are duly elected and qualified. Messrs. Newman and Olson have been nominated upon the recommendation of the independent trustees of the Company. Unless you withhold authority to vote for a nominee or you mark through a nominee’s name on your proxy card, the common shares represented by your properly executed proxy will be voted for the election of the nominee for trustee.

     Here is a brief description of the backgrounds and principal occupations of the two individuals nominated for election as trustees and each trustee whose term of office will continue after the annual meeting.

Class III Trustees (nominated for a term expiring at the 2012 annual meeting)

Jack A. Newman, Jr. Nominee		Jack A. Newman, Jr., 61 currently runs his own company, Jack Newman Advisory Services. From January 1996 through June 2008, Mr. Newman was Executive Vice President for Cerner Corporation, a NASDAQ-listed health care information systems and knowledge services company. In his role as Executive Vice President, among other responsibilities, he served as the primary senior executive charged with establishing and overseeing relationships with Cerner’s largest domestic clients. Prior to joining Cerner, Jack spent 22 years with KPMG, 14 years as a Partner, the last four of which he was National Partner in Charge of KPMG’s Health Care Strategy Practice. In that capacity he oversaw the firm’s services nationwide in delivering financial analysis, strategy development and merger/acquisition services to health care providers. Mr. Newman is a CPA, has a Bachelor of Arts degree and a Masters Degree in Public Administration. He serves as a director of Enterprise Bank and Trust.

James A. Olson Nominee and Trustee since 2003		James A. Olson, 66, is a member of Plaza Belmont Management Group, LLC, manager of the Plaza Belmont private equity funds, which acquire and operate companies in the food manufacturing industry, where he served as chief financial officer from 2004-2007. Prior to joining Plaza Belmont in 1999, Mr. Olson was a partner with Ernst & Young LLP. During his 32 years with Ernst & Young, including six years in Europe, Mr. Olson served as managing director of two of their offices and worked with a number of multinational and domestic clients in a variety of industries. In addition to providing his client companies with the traditional audit services of Ernst & Young, Mr. Olson advised them on their securities offerings, mergers and acquisitions and corporate tax strategies. He is a past president of the Missouri State Board of Accountancy and a member of the American Institute of Certified Public Accountants. Mr. Olson received his BS and MS degrees from St. Louis University. Mr. Olson serves on the Board of Directors and is Chairman of the audit committee of SAIA, Inc., a NASDAQ-listed transportation company, and he serves on the Board of Directors for the American Century Family of Mutual Funds.

Class I Trustee (serving for a term expiring at the 2010 annual meeting)

Barrett Brady Trustee since 2004		Barrett Brady, 62, retired December 31, 2008, from his position as Senior Vice President of Highwoods Properties, Inc., a REIT listed on the NYSE. Mr. Brady served as President and Chief Executive Officer of J.C. Nichols Company, a real estate company headquartered in Kansas City, Missouri, until its acquisition by Highwoods Properties, Inc. in 1998. Before joining J.C. Nichols Company in 1995, Mr. Brady was President and Chief Executive Officer of Dunn Industries, Inc., a major construction contractor. Mr. Brady received a BBA from Southern Methodist University and an MBA from the University of Missouri. Mr. Brady serves on the Boards of Directors of J.E. Dunn Construction Group, Inc. and North American Savings Bank, FSB. Mr. Brady also serves on the audit committee of J.E. Dunn Construction Group, Inc. and the audit and compensation committees of North American Savings Bank, FSB.

Class II Trustees (serving for a term expiring at the 2011 annual meeting)

Robert J. Druten Trustee since 1997		Robert J. Druten, 62, is Chairman of our Board of Trustees. In August 2006, Mr. Druten retired as Executive Vice President and Chief Financial Officer and a Corporate Officer of Hallmark Cards Incorporated. Mr. Druten serves on the Boards of Directors of Alliance GP, LLC, the managing general partner of Alliance Holdings GP, L.P., a NASDAQ-listed company indirectly engaged in the production and marketing of coal to utilities and industrial users, Kansas City Southern, a NYSE-listed transportation company, and American Italian Pasta Company, a publicly traded manufacturing company. Mr. Druten also serves as the Chairman of the audit committee and finance committee of Kansas City Southern and serves on the audit committees of Alliance GP, LLC and American Italian Pasta Company. Mr. Druten received a BS in Accounting from the University of Kansas and an MBA from Rockhurst University.
David M. Brain Trustee since 1999		David M. Brain, 54, has served as our President and Chief Executive Officer since October 1999. He served as our Chief Financial Officer from 1997 to 1999 and as our Chief Operating Officer from 1998 to 1999. Mr. Brain acted as a consultant to AMC Entertainment, Inc. in the formation of the Company in 1997. From 1996 until that time he was a Senior Vice President in the investment banking and corporate finance department of George K. Baum & Company, an investment banking firm headquartered in Kansas City, Missouri. Before joining George K. Baum & Company, Mr. Brain was Managing Director of the Corporate Finance Group of KPMG LLP, a practice unit he organized and managed for over 12 years. He received a BA in Economics and an MBA from Tulane University, where he was awarded an academic fellowship.

Each of Mr. Newman and Mr. Olson have consented to serve on the Board of Trustees for the applicable term. If either Mr. Newman or Mr. Olson should become unavailable to serve as a trustee, the nominating/company governance committee may designate a substitute nominee or may elect to keep the vacancy unfilled. In that case, the persons named as proxies will vote for the substitute nominee designated by the nominating/company governance committee.

How are trustees compensated?

     In 2008, each non-employee trustee was entitled to receive:

	•		An annual retainer of $30,000, which may be taken in the form of cash or in common shares valued at 125% of the cash retainer amount
	•		On the date of each annual meeting, equity awards consisting of 625 common shares and options to purchase 2,500 common shares
	•		$2,000 in cash for each Board meeting he attends
	•		$1,500 in cash for each committee meeting he attends
	•		Reimbursement for any out-of-town travel expenses incurred in attending Board or committee meetings and other expenses incurred on behalf of the Company

     The Chairman of the Board and the Chairmen of the audit, compensation, finance and nominating/company governance committees each receive additional annual retainers of $10,000, which could be taken in cash or in common shares valued at 125% of the cash retainer amount, provided that the Chairman of the Board does not receive an additional retainer for services as a chairman of a committee. In 2008, each of the non-employee trustees elected to take this additional retainer in the form of common shares. Employees of the Company or its affiliates who are trustees are not paid any additional compensation for their service on the Board.

     The restricted common shares granted to non-employee trustees were fully vested upon grant but may not be sold by the non-employee trustees for a period of one year after the grant. The options were fully vested upon grant but may not be exercised by the non-employee trustees for a period of one year after the grant. Options granted to non-employee trustees expire after ten years unless terminated earlier because of a trustee’s termination from the Board. All of the options were issued under our 1997 Share Incentive Plan (the “Share Incentive Plan”), or our 2007 Equity Incentive Plan, which replaced our Share Incentive Plan in 2007.

     The following table contains information regarding the compensation earned by non-executive members of the Board of Trustees during 2008:

																		Change in
																		Pension Value
														Non-Equity				and
		Fees												Incentive				Nonqualified
		Earned or				Stock				Option				Plan				Deferred				All Other
		Paid in				Awards				Awards				Compensa-				Compensation				Compensa-
Name		Cash				(1)				(1)				tion				Earnings				tion				Total
Barrett Brady		$	28,500			$	84,890			$	16,172			$	—			$	—			$	—			$	129,562
Robert J. Druten			22,500				84,890				16,172				—				—				—				123,562
Morgan G. Earnest II			28,500				84,890				16,172				—				—				—				129,562
James A. Olson			28,500				84,890				16,172				—				13,571				—				143,133

  For 2009, the Board of Trustees modified the compensation payable to each non-employee trustee as follows:

	•		An annual retainer of $30,000, which may be taken in the form of cash or in restricted share units valued at 150% of the cash retainer amount
	•		On the date of each annual meeting, equity awards valued at $50,000, 75% in the form of restricted share units and 25% in the form of common share options
	•		$2,000 in cash for each Board meeting he attends
	•		$1,500 in cash for each committee meeting he attends
	•		Reimbursement for any out-of-town travel expenses incurred in attending Board or committee meetings and other expenses incurred on behalf of the Company.

     Each restricted share unit will initially represent one common share. The restricted share units granted to non-employee trustees vest upon the earlier of the day preceding the next annual meeting of shareholders or a change of control. Vested restricted share units entitle the holders thereof to receive one common share for each unit upon the date such holder is no longer a trustee or such other date or dates as specified by the trustee prior to the grant. All restricted share units are granted under our 2007 Equity Incentive Plan.

COMPANY GOVERNANCE

     Our Board of Trustees is committed to effective company governance. We have adopted Company Governance Guidelines, Independence Standards for Trustees and a Code of Business Conduct and Ethics for all officers, employees and trustees. Those documents and the charters of our audit committee, nominating/company governance committee, finance committee and compensation committee may be found at the Company Governance section of our website at www.eprkc.com and are available in print to any shareholder or interested party who requests them.

Company Governance Guidelines

     Our Company Governance Guidelines address a number of topics, including the role and responsibilities of our Board, the qualifications of independent trustees, the ability of shareholders and interested parties to communicate directly with the independent trustees, Board committees, separation of the offices of Chairman and Chief Executive Officer, trustee compensation, and management succession. Our nominating/company governance committee reviews our Company Governance Guidelines on a periodic basis to ensure their continued effectiveness.

Who are our independent trustees and how was that determined?

     Our Company Governance Guidelines and the NYSE’s governance rules require that a majority of our trustees be independent. To qualify as independent, our Board must affirmatively determine that a trustee has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). To assist our Board in making this determination, the Board has used our Independence Standards for Trustees as categorical standards to evaluate the independence of our independent trustees. Using those standards, the Board reviewed the independence of Messrs. Druten, Earnest, Olson and Brady. Based upon that review, the Board has affirmatively determined that Messrs. Druten, Earnest, Olson and Brady, who constitute a majority of our Board of Trustees and who serve on our audit (except Mr. Druten), nominating/company governance, finance and compensation committees, have no material relationship with the Company and are thus independent in accordance with our Company Governance Guidelines and NYSE rules. The Board has also affirmatively determined that Mr. Newman has no material relationship with the Company and is thus independent in accordance with our Company Governance Guidelines and NYSE rules.

     The following is a summary of our Independence Standards for Trustees. For a complete description of those standards, please review our Independence Standards for Trustees at the Company Governance section of our website at www.eprkc.com.

•

A trustee is not independent if:

	•		The trustee is, or has been within the last 3 years, an employee of the Company, or an immediate family member of the trustee is, or has been within the last 3 years, an executive officer of the Company,
	•		The trustee has received, or has an immediate family member who has received, during any 12-month period within the last 3 years, more than $100,000 in direct compensation from the Company, other than trustee and committee fees and pensions or other forms of deferred compensation (provided such compensation is not contingent on future service),

	•		(A) The trustee or an immediate family member is a current partner of the firm that is our internal or external auditor, (B) the trustee is a current employee of such firm, (C) the trustee has an immediate family member who is a current employee of such 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 3 years (but is no longer) a partner or employee of such firm and personally worked on the Company’s audit within that time,
	•		The trustee or an immediate family member is, or has been within the last 3 years, employed as an executive officer of another company where any of the Company’s present executive officers at the same time serves on that company’s compensation committee, or
	•		The trustee is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last 3 years, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues.

•

A person who is an executive officer or affiliate of an entity that provides non-advisory financial services such as lending, check clearing, maintaining customer accounts, stock brokerage services or custodial and cash management services to the Company or its affiliates may be determined by the Board of Trustees to be independent if the following conditions are satisfied:

	•		The entity does not provide financial advisory services to the Company,
	•		The annual interest and/or fees payable to the entity by the Company do not exceed the numerical limitation described above,
	•		Any loan provided by the entity is made in the ordinary course of business of the Company and the lender and does not represent the Company’s principal source of credit or liquidity,
	•		The trustee has no involvement in presenting, negotiating, underwriting, documenting or closing any such non-advisory financial services and is not compensated by the Company, the entity or any of its affiliates in connection with those services,
	•		The Board affirmatively determines that the terms of the non-advisory financial services are fair and reasonable and advantageous to the Company and no more favorable to the provider than generally available from other providers,
	•		The provider is a recognized financial institution, non-bank commercial lender or securities broker,
	•		The trustee abstains from voting as a trustee to approve the transaction, and
	•		All material facts related to the transaction and the relationship of the person to the provider are disclosed by the Company in its reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and proxy statement.

	•		No person who serves, or whose immediate family member serves, as a partner, member, executive officer or in a comparable position of any firm providing accounting, consulting, legal, investment banking or financial advisory services to the Company, or as a securities analyst covering the Company, shall be considered independent until after the end of that relationship.
	•		No person who is, or who has an immediate family member who is, an officer, director, more than 5% shareholder, partner, member, attorney, consultant or affiliate of any tenant of the Company or any affiliate of such tenant shall be considered independent until three years after the end of the tenancy or such relationship.

How often did the Board meet during 2008?

     The Board of Trustees met six times in 2008. No trustee attended less than 100% of the meetings of the Board and committees on which he served. Our trustees discharge their responsibilities throughout the year, not only at Board of Trustee and committee meetings, but also through personal meetings, actions by unanimous written consent and communications with members of management and others regarding matters of interest and concern to the Company.

Do the independent trustees hold regular executive sessions?

     The independent trustees meet regularly in separate executive sessions without management. Mr. Druten serves as the presiding trustee at those meetings.

How can shareholders and interested parties communicate directly with the Board?

     Any shareholder or interested party is welcome to send a written communication to the non-management trustees about any matter of interest related to the Company. A shareholder or interested party may communicate with the non-management trustees by either sending a letter to our address listed on the cover page of this proxy statement, or by visiting the Company Governance section of our website at www.eprkc.com, clicking on “Procedures for Confidential Anonymous Submissions,” and following the instructions for making a confidential submission. Such written or electronic communication will be forwarded directly to the non-management trustees and will not be screened by management. Shareholders may also make proposals and nominate candidates for trustee for consideration at any annual meeting in accordance with the procedures described in “Shareholder Proposals, Trustee Nominations and Related Bylaw Provisions” below.

What committees has the Board established?

     The Board of Trustees has established an audit committee, a nominating/company governance committee, a finance committee and a compensation committee. All of our non-management trustees serve on all four committees, except Mr. Druten who does not serve on the audit committee. The Board believes this promotes access to a variety of views on all four committees and helps ensure that all of the committees have a broad perspective on the Company’s operations as a whole. The Board has affirmatively determined that all of the committee members are independent, as described above in “Who are our independent trustees and how was that determined?” Each committee has adopted a written charter that governs its duties and responsibilities. Copies of the committee charters may be obtained at the Company Governance section of our website at www.eprkc.com.

     Audit Committee. The audit committee oversees the accounting, auditing and financial reporting processes, policies and practices of the Company. The committee is directly responsible for assisting the

Board of Trustees in its oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, the qualifications and independence of our independent registered public accounting firm, and the performance of management’s internal audit function and internal control over financial reporting.

     The Board of Trustees has appointed an audit committee consisting of Messrs. Earnest, Olson and Brady. The committee members also meet the additional independence standards of Exchange Act Rule 10A-3. The Board of Trustees has determined that all members of the audit committee are “audit committee financial experts,” as defined by the Securities and Exchange Commission’s (the “SEC”) rules, by virtue of their experience and positions held as described elsewhere in this proxy statement. Mr. Brady serves as the Chairman of the audit committee. The committee met four times in 2008.

     The primary responsibility of the audit committee is to assist the Board’s oversight of the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the qualifications and independence of the Company’s independent registered public accounting firm, and the performance of the Company’s internal audit function and internal control over financial reporting. The independent registered public accounting firm is responsible for auditing the Company’s annual financial statements and expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles. The independent registered public accounting firm is also responsible for auditing the effectiveness of management’s internal control over financial reporting and expressing an opinion on the effectiveness of its internal control over financial reporting.

     The audit committee has sole authority to engage the independent registered public accounting firm to perform audit services (subject to shareholder ratification), audit-related services, tax services and permitted non-audit services and the authorization of the payment of fees therefor. The independent registered public accounting firm reports directly to the committee and is accountable to the committee.

     The audit committee has adopted policies and procedures for the pre-approval of the performance of services by the independent registered public accounting firm on behalf of the Company. Those policies generally provide that:

	•		the performance by the firm of any audit services, audit-related services, tax services or other permitted non-audit services, and the related fees, must be specifically pre-approved by the committee or, in the absence of one or more of the committee members, a designated member of the committee
	•		pre-approvals must take into consideration, and be conducted in a manner that promotes, the effectiveness and independence of the firm
	•		each particular service to be approved must be described in detail and be supported by detailed back-up documentation

     The audit committee has engaged KPMG LLP as the Company’s independent registered public accounting firm to audit the 2009 consolidated financial statements and internal control over financial reporting for 2009, subject to shareholder ratification, and has engaged KPMG to perform specific tax return preparation and compliance, tax consulting and tax planning services during 2009. See “Ratification of Appointment of Independent Registered Public Accounting Firm.”

     The audit committee does not itself prepare financial statements or perform audits, and its members are not auditors or certifiers of the Company’s financial statements. The members of the audit committee are not professionally engaged in the practice of accounting and, notwithstanding the designation of the audit committee members as “audit committee financial experts” pursuant to SEC rules, are not experts in the field of accounting or auditing, including auditor independence. Members of the audit committee rely without independent verification on the information provided to them and the representations made to them by management, and look to management to provide full and timely disclosure of all material facts affecting the Company. Accordingly, the audit committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting policies, appropriate internal controls and procedures to ensure compliance with accounting standards and applicable laws and regulations, appropriate disclosure controls and procedures, appropriate internal control over financial reporting, or an appropriate internal audit function, or that the Company’s reports and information provided under the Exchange Act are accurate and complete. Furthermore, the audit committee’s considerations and discussions referred to above and in its charter do not assure that the audit of the Company’s financial statements has been carried out in accordance with Public Company Accounting Oversight Board rules, that the financial statements are free of material misstatement or presented in accordance with generally accepted accounting principles, that there were no significant deficiencies or material weaknesses in the Company’s internal control over financial reporting, that the Company’s independent registered public accounting firm is in fact “independent,” or that the matters required to be certified by the Company’s Chief Executive Officer and Chief Financial Officer in the Company’s annual reports on Form 10-K and quarterly reports on Form 10-Q under the Sarbanes-Oxley Act and related SEC rules have been properly and accurately certified.

     Nominating/Company Governance Committee. The Board of Trustees has appointed a nominating/company governance committee consisting of all of the independent trustees. The nominating/company governance committee evaluates and nominates candidates for election to the Board of Trustees and assists the Board in ensuring the effectiveness of our governance policies and practices. Candidates for nomination to the Board are evaluated and recommended on the basis of the value they would add to the Board in light of their integrity, experience, training and judgment, their financial literacy and sophistication and knowledge of corporate and real estate finance, their knowledge of the real estate and/or entertainment industry, their independence from Company management and other factors. The committee will consider nominations made by shareholders in compliance with the procedures described in “Shareholder Proposals, Trustee Nominations and Related Bylaw Provisions” below. The committee will use the same criteria to evaluate nominees recommended in good faith by shareholders as it uses to evaluate its own nominees, but may give greater weight to nominees recommended by holders of more than 5% of our outstanding common shares. Mr. Druten serves as Chairman of the nominating/company governance committee. The committee met two times in 2008.

     Finance Committee. The Board of Trustees has appointed a finance committee consisting of all of the independent trustees. The primary purpose of the finance committee is to review the Company’s financial policies, strategies and capital structure and take such action and make such reports and recommendations to the Board of Trustees as it deems advisable. Mr. Earnest serves as Chairman of the finance committee. The committee met one time in 2008.

     Compensation Committee. The Board of Trustees has appointed a compensation committee consisting of all of the independent trustees. The primary responsibilities of the compensation committee are to (1) review and approve Company goals and objectives relevant to the Chief Executive Officer’s compensation, evaluate the Chief Executive Officer’s performance in light of those goals and objectives, and determine and approve the Chief Executive Officer’s compensation level based on that evaluation, and (2) make recommendations to the Board regarding the compensation of the Company’s other executive officers and the independent trustees, as well as incentive compensation and equity-based plans

that are subject to Board approval. Mr. Olson serves as Chairman of the compensation committee. The committee met four times in 2008.

What is our policy regarding trustee attendance at annual meetings?

     Our trustees are expected to attend each annual meeting of shareholders, although conflict situations can arise from time to time. All of our trustees attended the 2008 annual meeting.

Family relationships.

     No family relationships exist between any of our trustees, nominees or executive officers.

EXECUTIVE OFFICERS

     Here are our executive officers and some brief information about their backgrounds.

     David M. Brain, 53, is our President and Chief Executive Officer and a member of our Board. His background is described in “Election of Trustees.”

     Gregory K. Silvers, 45, was appointed our Chief Operating Officer in 2006 and has served as our Vice President, Secretary and General Counsel since 1998 and as Chief Development Officer since 2001. From 1994 to 1998, he practiced with the law firm of Stinson Morrison Hecker LLP specializing in real estate law. Mr. Silvers received his JD in 1994 from the University of Kansas.

     Mark A. Peterson, 45, was appointed our Chief Financial Officer and Treasurer in 2006 and has been a Vice President since 2004. From 1998 to 2004, Mr. Peterson was with American Italian Pasta Company (“AIPC”), a publicly traded manufacturing company, most recently serving as Vice President-Accounting and Finance. Mr. Peterson was Chief Financial Officer of JC Nichols Company, a real estate company headquartered in Kansas City, Missouri, from 1995 until its acquisition by Highwoods Properties, Inc. in 1998. Mr. Peterson is a CPA and received a BS in Accounting, with highest honors, from the University of Illinois in 1986.

     AIPC was the subject of an investigation by the SEC. Based on discussions with the staff of the SEC, Mr. Peterson submitted an Offer of Settlement (the “Offer”) to the SEC with respect to his prior employment at AIPC. The subject matter of the SEC’s investigation and the Offer do not relate to Mr. Peterson’s service as Chief Financial Officer of the Company. Without admitting or denying any charges that may have been brought against him, Mr. Peterson offered to consent to a cease and desist order. Based upon the Offer, on September 15, 2008, the SEC issued an order (the “Order”) that Mr. Peterson cease and desist from causing any violations of certain of the SEC’s reporting requirements, and books and records and internal accounting controls provisions. The Order does not include any finding that Mr. Peterson was complicit in any fraudulent scheme that may have been committed by others at AIPC and no fine or penalty was assessed against Mr. Peterson.

     Michael L. Hirons¸ 38, was appointed our Vice President-Finance in 2006. From 2004 to 2006 Mr. Hirons was a co-founder and principal with Preferred Finance Partners, Inc., a firm that provides corporate financial consulting services. From 2000 to 2004, Mr. Hirons was with American Italian Pasta Company, a publicly traded manufacturing company, most recently serving as Director of Strategic Business Unit Finance. Mr. Hirons is a CPA and received two bachelor’s degrees, with highest distinction, from the University of Kansas in 1993.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Executive Summary

     Our compensation program for our principal executive officer, principal financial officer and two other executive officers (which we refer to collectively as our “Named Executive Officers”) is designed to attract and retain quality executives, motivating them to achieve and rewarding them for superior performance. Our executive compensation program emphasizes performance-based incentive compensation payable under our Annual Incentive Program and Long-Term Incentive Plan which are administered by the compensation committee of our Board of Trustees. The committee is responsible for establishing the underlying policies and principles for our compensation program, selecting from among our eligible executives the individuals to whom particular compensation awards will be granted and establishing the terms, conditions and amounts of those awards. No member of our compensation committee is eligible to participate in our executive compensation program, but each such member is compensated as a non-employee trustee of our Company as described under the caption “Election of Trustees – How are trustees compensated?”.

     Despite the challenging real estate and capital markets, as well as the broader economic downturn, the Company realized strong performance during 2008 in many areas including revenue growth, profit growth as measured by both net income and funds from operations (“FFO”), return on capital employed and return on average common equity. In addition, the Company maintained a strong liquidity position, and deleveraged its balance sheet by raising approximately $308 million in equity versus approximately $167 million in debt. Based on the Company’s strong overall financial and operational performance, as well as the individual performance of each of the executives, annual bonus awards at or near the maximum level for each named executive officer were approved by the committee in early 2009.

     During the first quarter of 2008, equity awards in the form of stock options and restricted stock were granted to the named executive officers taking into consideration the Company’s and each executive’s performance during 2007. Although the Company’s 2007 performance as measured by FFO per share growth, return on invested capital and return on average common equity each exceeded expectations, as did each executive’s individual performance, the Company’s 2007 total shareholder return was negative. As a result, the 2008 equity awards were below the maximum award opportunities.

     During the first quarter of 2009, equity awards in the form of stock options and restricted stock were granted to the named executive officers taking into account 2008 Company performance on many of the same performance factors considered for 2007, each executive’s performance during 2008, as well as the level of equity grants received for 2007 performance. Based on the committee’s assessment, the award values approved for Messrs. Brain, Silvers and Peterson declined significantly from the awards made in the first quarter of 2008. This reduction was in direct response to the Company’s negative total shareholder return. Mr. Hiron’s award value increased year over year to bring his compensation closer to his peer group.

     The remainder of this Compensation Discussion and Analysis addresses the following topics in greater detail:

	•		the philosophy and principles of our executive compensation program
	•		our compensation setting process

•

the design and implementation of our compensation program, including:

	o		the determination of base salary for our Named Executive Officers
	o		the determination of annual bonuses under our Annual Incentive Program and the role of equity grants in that program
	o		the determination of equity grants under our Long-Term Incentive Plan

	•		the compensation of our President and Chief Executive Officer
	•		the manner in which our Company addresses Internal Revenue Code limits on deductibility of compensation

Compensation philosophy and principles

     Our compensation committee works with management and our Board of Trustees to ensure that our executive compensation program facilitates the attraction, retention and motivation of our executives to promote our Company’s business objectives. Underlying our compensation program is a compensation philosophy that seeks to:

	•		create a balanced and competitive compensation program utilizing base salary, annual incentives, long-term equity-based incentive compensation and other benefits
	•		emphasize variable performance-based compensation
	•		reward executives for performance on measures designed to increase shareholder value
	•		use equity-based incentives, including nonvested restricted share awards, and to a lesser extent, share options, to ensure that executives are focused on providing appropriate dividend levels and building shareholder value by aligning the executive’s interests with those of our shareholders

     Elements of compensation provided to our Named Executive Officers include:

	•		base salary
	•		annual incentive awards
	•		long-term equity incentive awards
	•		perquisites and other personal benefits
	•		severance benefits

     We have adopted these various elements of compensation to attract and retain quality executives, to provide incentives to maximize certain quantitative performance measures and to align the interests of our executives with those of our shareholders, with the goal of maximizing shareholder value creation. Base salary, perquisites and other benefits are provided to compensate executives competitively relative to the market. Annual incentive awards are designed to primarily reward short-term operational and financial performance, while our equity incentive awards are designed to encourage the creation of long-term shareholder value and reward long-term performance. Severance benefits are designed to provide

stability during a potential change in control of our Company by encouraging executives to cooperate with a future process that may be supported by our Board, without being distracted by the possibility of termination or demotion after the change in control.

     Our compensation committee generally has attempted to set base salaries at or slightly below the median of base salaries provided by a peer group of companies for similarly situated positions, and to place a relatively higher emphasis on performance-based incentive compensation payable under our Annual Incentive Program and Long-Term Incentive Plan (discussed below under the caption “Compensation program design and implementation”).

Compensation setting process

     Historically, our compensation committee meets at the beginning of each year to make decisions regarding our Named Executive Officers’ compensation. When making these decisions, our compensation committee considers the performance of our Company and of each Named Executive Officer, available industry-based compensation information and the actual compensation provided to each Named Executive Officer for each of the last three fiscal years. Based upon the review of this information, together with recommendations provided by our Chief Executive Officer, Mr. Brain, our compensation committee sets, for each of the Named Executive Officers, the base salary for the new fiscal year, determines the annual incentive awards for the most recently completed year and the level of long-term incentive awards under our 2007 Equity Incentive Plan. In addition to the input of the Chief Executive Officer, other Named Executive Officers attend meetings of our compensation committee from time to time and provide historical and prospective breakdowns of primary compensation components for each executive officer and additional context with respect to Company performance. Our compensation committee makes the final determinations on all elements of each Named Executive Officer’s compensation.

     Our compensation committee attempts to provide base salary at competitive levels, based on its assessment of salary levels that are intended to appeal to talented executives who may be either prospective new hires or members of our existing executive team. Similarly, perquisites and other benefits are provided on such terms as are considered by our compensation committee to be reasonable and appropriate relative to those provided for similarly situated executive talent.

     Our compensation committee does not establish fixed or formulaic performance targets with respect to incentive compensation under either our Annual Incentive Program or our Long-Term Incentive Plan. Our compensation committee believes that a subjective approach provides it with the flexibility to address changing market conditions, while still permitting the committee to consider our Company’s performance by annually reviewing the performance factors identified by the committee early in each year. Our compensation committee determines incentive amounts based upon an assessment of a combination of the individual performance of the executive and the Company’s overall performance as evaluated in terms of a variety of goals and metrics, such as FFO growth per share, return on equity, return on invested capital, cash available for distribution, total shareholder return, dividend growth and share performance as compared to our business plan, and other real estate investment trust or “REIT” indices.

     In determining and analyzing performance factors, our compensation committee utilizes benchmarks provided by management and the committee’s compensation consultant, which benchmarks include the following:

•

Company operations, including revenue, expense control, FFO per share performance, access to capital, debt levels, vacancy levels and resolution, credit quality, acquisition

			levels, yields and internal rates of return, asset diversification, trading multiples, dividend yields and increases, executive peer evaluations and new initiatives suggested and implemented
	•		Shareholder returns, including absolute returns and comparative returns, as compared with those of other REITs and other stock indices, and a subjective analysis of the relative risk taken by peer companies
	•		REIT compensation levels, including what peer companies are paying for comparable positions, the availability of employment alternatives for the executive officer, the executive officer’s value to our Company, the future prospects for the executive officer, the anticipated difficulty of replacing the executive officer and the executive officer’s performance relative to that in prior years

     Our compensation committee determines performance bonuses awarded under our Annual Incentive Program as a percentage of annual base salary. Relevant performance factors are identified at the beginning of each year and are then reviewed at the beginning of the following year, at which time the actual bonus amount is determined. Similarly, awards under our Long-Term Incentive Plan are calculated as a multiple of annual base salary, with relevant performance factors being identified at the beginning of each year and then reviewed at the beginning of the following year, at which time the actual award under our Long-Term Incentive Plan is determined.

     Our compensation committee retained as its compensation consultant, Watson Wyatt Worldwide (“Watson Wyatt”), to advise the committee with respect to its review of compensation levels and programs for our Named Executive Officers. Watson Wyatt prepared a benchmarking analysis comparing our executive compensation practices to the compensation practices of other comparable publicly traded REITs. During 2007, the compensation committee reviewed, with the input of Watson Wyatt and management, the members of the peer group and adjusted it from the prior year to reflect changes in the marketplace and the growth of the Company. The compensation committee believes that the peer group used for 2008 is comparable to the Company based on size as measured by total capitalization and the general concentration by these REITs on retail and consumer-focused assets. The peer group used for benchmarking purposes included:

		• Acadia Realty Trust • Caplease Inc. • Cousins Properties Inc. • Equity One Inc. • Glimcher Realty Trust • Inland Real Estate Corporation		• Lexington Realty Trust • National Retail Properties, Inc. • Realty Income Corporation • Tanger Factory Outlet Centers, Inc. • Washington Real Estate Investment Trust

     The benchmarking analysis prepared by Watson Wyatt included an assessment of base salaries, annual incentives, total annual cash compensation, long-term incentives and total direct compensation. This analysis generally indicated that, consistent with our compensation philosophy, the base salaries of our Named Executive Officers were at or slightly below the median base salaries for comparable positions within the peer group organizations.

     Our compensation committee uses the elements of executive compensation described below to meet its compensation objectives for executive officers. The percentage of a Named Executive Officer’s total compensation that is comprised of each of the compensation elements is not specifically determined,

but instead is a result of the targeted competitive positioning for each element (i.e. at or slightly below market medians for base salaries, and performance based Annual Incentive Program awards and Long-Term Incentive Plan awards that are competitive with those of our peer group). Typically, Long-Term Incentive Plan awards comprise a significant portion of a Named Executive Officer’s total compensation. This is consistent with our compensation committee’s desire to reward long-term performance in a way that is aligned with shareholders’ interests. The following table sets forth the amounts of, and the percentages of total compensation represented by, the three principal elements of compensation for each of the Named Executive Officers for 2008 (but does not include severance benefits, perquisites and other personal benefits):

		Base Salary								Annual Incentive Program								Long-Term Incentive Plan
		Amount				%				Amount				%				Amount				%
David M. Brain		$	530,250				19.0			$	1,060,500				38.0			$	1,200,000				43.0
Gregory K. Silvers			383,250				21.3				613,250				34.1				800,125				44.6
Mark A. Peterson			288,750				22.2				433,250				33.3				578,000				44.5
Michael L. Hirons			183,750				29.9				200,000				32.6				230,000				37.5

     Base Salary. Base salary is established at a level that is intended to be at or slightly below the median of base salaries provided by a peer group of companies for similarly situated positions. Setting base salaries at this level is intended to allow us to emphasize performance-based incentive compensation payable under our Annual Incentive Program and Long-Term Incentive Plan. Annual base salaries for the executive officers for 2008 were set by our compensation committee at $530,250 for Mr. Brain, $383,250 for Mr. Silvers, $288,750 for Mr. Peterson and $183,750 for Mr. Hirons. For 2009, the compensation committee was advised that expectations for salary increases by comparable REITs were expected to be flat or fairly modest due primarily to general market and economic conditions. As such, our compensation committee made no adjustments to 2009 base salaries for Messrs. Brain and Silvers. However, based on the findings that the salaries for Messrs. Peterson and Hirons were significantly below the market median, their respective salaries were increased by 3.9% and 8.8%, in order to position the salary levels more closely to the market median.

     Annual Incentive Program. Our compensation committee determines annual incentive amounts based upon an assessment of a combination of the individual performance of the executive and the Company’s overall performance as evaluated in terms of a variety of goals and metrics. Our compensation committee has identified several performance factors that it considers in its determination of performance bonuses under our Annual Incentive Program, but does not set specific performance goals for these metrics. In establishing performance factors, our compensation committee strives to ensure that: (i) incentives are aligned with the strategic goals set by our Board; (ii) targets are sufficiently ambitious so as to provide a meaningful incentive; and (iii) and bonus payments will be consistent with the overall compensation program established by our compensation committee.

     At the beginning of 2008, our compensation committee identified three primary quantitative performance factors it would consider when making incentive payout decisions:

	•		FFO per share growth
	•		Return on invested capital or “ROIC”
	•		Return on average common equity or “ROACE”

     Our Board of Trustees tracks FFO per share growth on a regular basis and, like many other REITs, considers FFO per share growth to be the most important measure of Company performance. The National Association of Real Estate Investment Trusts developed FFO as a relative non-GAAP financial

measure of performance of an equity REIT in order to recognize that income-producing real estate historically has not depreciated on the basis determined under GAAP. FFO is a widely used measure of the operating performance of real estate companies.

     ROIC and ROACE also are considered by our compensation committee as important factors for Company performance that, together with FFO per share growth, provide a balanced quantitative approach to the analysis. ROIC and ROACE are measures that gauge our effective use of capital and deployment of assets.

     Our compensation committee intends to consider each year a variety of other factors, some of which are more qualitative in nature, to determine the performance bonuses that will be awarded pursuant to our Annual Incentive Program. Included in the factors the committee intends to consider when exercising this discretion is their evaluation of the individual performance of each Named Executive Officer and overall Company performance, including the evaluation of performance factors such as capital formation, debt ratios, expense management, total shareholder returns and dividend rates. After the conclusion of each fiscal year, our compensation committee considers the performance of our Company and each Named Executive Officer, the achievement of these performance factors and the recommendations of our Chief Executive Officer and makes a subjective determination as to the amount of any performance bonuses that are awarded.

     In late 2008 and early 2009, our compensation committee reviewed our Company’s performance and the factors that the committee articulated in early 2008, and considered the recommendations the Chief Executive Officer provided to our compensation committee for bonuses under our Annual Incentive Program, based on the Company’s overall performance as measured against our Company’s stated performance factors for 2008 and individual performance for each executive. Our compensation committee’s evaluation of the individual performance of executive officers is a qualitative approach based upon subjective factors. The committee viewed the personal performance of each of the executive officers very favorably, generally supported by our Company’s success with record investment and capital markets activity. Mr. Brain’s favorable performance evaluation reflects his overall management of and critical involvement with this historically active year and challenging economic environment. Mr. Silvers’ favorable performance evaluation reflects, in particular, his critical involvement in our Company’s investment activity, which included a record $493 million of investment spending in 2008. The favorable performance evaluations of Messrs. Peterson and Hirons reflect, in large part, their responsibility for the Company’s efforts in obtaining attractively priced capital and also deleveraging the Company’s balance sheet.

     In December 2008, our compensation committee reviewed estimates of growth in FFO per share, ROIC and ROACE metrics based on actual results for the first three quarters of 2008, plus management’s estimates for the fourth quarter. The committee also reviewed available peer group performance data provided by our compensation consultant. Based upon this information it was determined that our performance was in the upper half or upper quartile of the peer group’s performance, demonstrating our strong relative performance. Our compensation committee noted, however, that total shareholder return for 2008 was negative due to the reduced share price during 2008.

     Our compensation committee established for 2008 a minimum and maximum level of performance bonuses that may be paid to each Named Executive Officer under our Annual Incentive Program. The minimum and the maximum stated opportunities are shown below, subject to the discretion of the committee:

		(as a percentage of base salary)
		Minimum				Target				Maximum
David M. Brain			50	%			100	%			200	%
Gregory K. Silvers			40	%			80	%			160	%
Mark A. Peterson			40	%			80	%			160	%
Michael L. Hirons			30	%			60	%			120	%

     Based upon our compensation committee’s determination that the three primary performance factors it articulated for 2008 (growth in FFO per share, ROIC and ROACE) each exceeded expectations, the committee established bonuses under our Annual Incentive Program at or near the maximum levels established for 2008. As a result, on February 18, 2009, our compensation committee approved the following bonuses under our Annual Incentive Program for our Named Executive Officers for 2008:

		Percent of Base Salary				Amount
David M. Brain			200	%		$	1,060,500
Gregory K. Silvers			160	%			613,250
Mark A. Peterson			150	%			433,250
Michael L. Hirons			109	%			200,000

     Performance bonuses awarded under our Annual Incentive Program are payable in cash, nonvested restricted common shares or a combination of cash and nonvested restricted common shares, at the election of the executive. Our compensation committee believes that allowing executives to receive all or a portion of their annual incentive in the form of nonvested restricted common shares provides an additional opportunity to increase their ownership levels in the Company and align executives’ long-term interests with our shareholders’ interests in value creation. For 2008, executives electing to receive nonvested restricted common shares as payment of their annual incentive received an award having a value equal to 150% of the cash amount they otherwise would have received. For 2008, each of the Named Executive Officers elected to receive 100% of his performance bonus in the form of nonvested restricted common shares. Nonvested restricted common shares issued as payment of annual incentive awards vest at the rate of 33 % per year during a three-year period.

     Long-Term Incentive Plan. Our compensation committee may award incentive compensation to our executive officers pursuant to our Long-Term Incentive Plan. Historically, it has been our compensation committee’s practice to award long-term incentives annually, with 75% of the value granted in the form of nonvested restricted common shares and the remaining 25% granted in the form of either share options or payment of the difference between the annual premium payable by our Company on term life insurance for the benefit of the executive and the annual premium for the same amount of whole life insurance for that executive plus related income tax (the “Life Insurance Benefit”), or a combination of options and the Life Insurance Benefit, at the election of the executive. Our compensation committee believes that providing a portion of the award in the form of share options aligns executive and shareholder interests, as stock options only increase in value when the share price increases. In addition, offering nonvested restricted shares, which retain value during difficult business climates, enhances our ability to retain the Named Executive Officers.

     Awards under our Long-Term Incentive Plan are made in the first quarter of each fiscal year, at the same time as bonuses under our Annual Incentive Program are determined. Our compensation committee made the following awards to the Named Executive Officers in February 2008 based on 2007 performance:

		Percentage of
		Base Salary and
		Bonus under								Restricted								Insurance
		Annual Incentive				Total Value				Shares				Options				Premium and
		Program				of Award				Awarded (1)				Awarded (2)				Tax Benefit
David M. Brain			146	%		$	1,837,500				29,198				30,706			$	216,493
Gregory K. Silvers			143	%			1,175,000				18,671				23,092				111,094
Mark A. Peterson			100	%			618,750				9,832				9,482				79,688
Michael L. Hirons			50	%			167,500				2,662				822				35,370

     In 2008, our compensation committee modified this approach to permit executives to elect to receive 60% of such annual award in the form of restricted shares and the remaining 40% in the form of share options, the Life Insurance Benefit or a combination of options and the Life Insurance Benefit. The compensation committee determined that offering Named Executive Officers a choice in the overall mix of their long-term incentive award enhances the value of the program to our executives. The compensation committee also determined to revise its method for calculating awards under the Long-Term Incentive Plan from the prior approach of a percentage of total base salary and Annual Incentive Program awards to a multiple of base salary. The committee did not believe that this would have a material effect on total compensation, but would allow the committee to more easily allocate awards among the three principal elements without the mechanical impediments of the prior program.

     For awards made for 2008, our compensation committee granted long-term incentive awards based on an approach similar to that used with our Annual Incentive Program, considering the same performance factors. The Named Executive Officers had the opportunity to realize awards (stated as a multiple of annual base salary under our Long-Term Incentive Plan), which the committee targeted to be between the minimum and the maximum multiples stated below, subject to the discretion of the committee:

		Minimum				Target				Maximum
David M. Brain			1.25				2.50				5.00
Gregory K. Silvers			1.00				2.00				4.00
Mark A. Peterson			1.00				2.00				4.00
Michael L. Hirons			.625				1.25				2.50

     For 2008 awards, our compensation committee generally utilized the same performance factors to determine awards under our Long-Term Incentive Plan as it used with our Annual Incentive Program. As a result, the committee noted that strong results in 2008 with respect to FFO per share growth, ROIC and ROACE, together with strong individual performance by each of the Named Executive Officers as discussed above, indicated awards at the high end of the range or even at the maximum level. However, the committee determined that because a fundamental goal of our Long-Term Incentive Plan is to align the interests of the Named Executive Officers with those of the shareholders, total shareholder return should be a more prominent factor when determining Long-Term Incentive Plan awards. Due to the negative total shareholder return in 2008, the committee determined to provide awards generally at or near the target levels. Our compensation committee made the following awards under our Long-Term Incentive Plan to the executive officers of our Company in February 2009 based on 2008 performance:

										Restricted								Insurance
		Multiple of Base				Total Value				Shares				Options				Premium and
		Salary				of Award				Awarded (1)				Awarded (2)				Tax Benefit
David M. Brain			2.3				1,200,000				30,303				140,762				—
Gregory K. Silvers			2.1				800,125				20,205				61,640				109,857
Mark A. Peterson			2.0				578,000				14,596				67,801				—
Michael L. Hirons			1.3				230,000				5,808				26,799				—

     Perquisites and Other Personal Benefits. Our Company offers the following personal benefits and perquisites to the Named Executive Officers:

	•		Vehicles. We have acquired vehicles that the Named Executive Officers are entitled to use. Each of those Named Executive Officers is taxed for his personal use of the vehicles.
	•		Life Insurance. Under our Company’s Section 79 insurance plan, our Company pays the premium for term life insurance for the benefit of each Named Executive Officer. At the election of each Named Executive Officer, a portion of each award under our Long-Term Incentive Plan may be used for the payment of the difference between the annual premium payable by our Company on such term life insurance and the annual premium for the same amount of whole life insurance for that executive plus related income tax.

     Employment Agreements and Severance Benefits. In February 2007, each of our Named Executive Officers entered into employment agreements. The employment agreements include severance benefits for the Named Executive Officers. These agreements were designed to:

	•		preserve our ability to compete for executive talent; and
	•		provide stability during a potential change in control by encouraging executives to cooperate with a future process that may be supported by the Board, without being distracted by the possibility of termination or demotion after the change in control.

     Under the employment agreements, severance benefits are triggered in the event of death, termination due to disability, termination by our Company without cause, or termination by the executive for good reason. The definitions of “cause” and “good reason” are provided in the description of the employment agreements under “Potential Payments Upon Change in Control.” The severance benefits consist of:

•

the sum of the executive’s base salary in effect on the date of termination, the value of the annual incentive bonus under our Annual Incentive Program for the most recently completed year, and the value of the most recent long-term incentive award made under our Long-Term Incentive Plan, multiplied by a severance multiple (which is three for Messrs. Brain, Silvers and Peterson, and two for Mr. Hirons),

	•		continuation of certain health plan benefits for a period of years equal to the severance multiple, and
	•		vesting of all unvested equity awards.

How was the Company’s President and Chief Executive Officer compensated?

     Our Company’s President and Chief Executive Officer, David M. Brain, was compensated in 2008 pursuant to an employment agreement entered into in 2007. In December 2008, our compensation committee conducted a formal evaluation of Mr. Brain and interviewed him regarding his performance and the performance of our Company generally. In establishing Mr. Brain’s compensation, our compensation committee took the following into account: (i) the compensation of similar officers of REITs with comparable market capitalizations; (ii) Mr. Brain’s contributions to our Company’s financial performance; and (iii) our Company’s increase in FFO per share and in dividends per common share during 2008 and the successful execution of our Company’s acquisition and financing strategies during 2008.

     Mr. Brain received a base salary of $530,250 in 2008 and a bonus under our Annual Incentive Program of $1,060,500 for 2008. The incentive award paid to Mr. Brain was based on our Company’s achievement of certain financial results and shareholder returns, including FFO per share growth and dividends per common share, as well as an evaluation of Mr. Brain’s personal performance during 2008. Mr. Brain elected to take payment of the bonus in the form of nonvested restricted common shares valued at 150% of the bonus. An award of $1,200,000 was made under 2009, under our Long-Term Incentive Plan, payable as described above. Based upon its review of the various factors described above, the committee believes Mr. Brain’s compensation is reasonable and not excessive.

Share ownership guidelines

     In 2008, the compensation committee adopted share ownership guidelines applicable to the named executive officers and trustees of the Company. Prior to September 10, 2012, each of the named executive officers and trustees are required to have acquired common shares having a market value in excess of the following:

	•		Trustees, four times the then-current basic retainer,
	•		CEO, five times his then-current base salary,
	•		Chief Operating Officer and Chief Financial Officer, three times the respective officer’s then-current base salary, and
	•		Each other named executive officer, the then-current base salary of such officer.

How is the Company addressing Internal Revenue Code limits on deductibility of compensation?

     Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public companies for compensation in excess of $1,000,000 paid for any fiscal year to a company’s chief executive officer and the four other most highly compensated executive officers. The statute exempts qualifying performance-based compensation from the deduction limit if stated requirements are met. Our compensation committee and our Board of Trustees reserve the authority to award non-deductible compensation in circumstances they consider appropriate.

     The following table contains information on the compensation earned by our Chief Executive Officer and Chief Financial Officer and each of our other most highly compensated executive officers whose compensation exceeded $100,000 in 2008.

																										Change in
																										Pension
																										Value and
																						Non-Equity				Nonqualified
																						Incentive				Deferred				All
Name and														Share				Option				Plan				Compensa-				Other
Principal														Awards				Awards				Compen-				tion				Compen-
Position		Year				Salary				Bonus (1)				(2)(3)				(3)				sation				Earnings				sation (4)				Total
David M. Brain,			2008			$	530,250			$	1,060,500			$	1,411,460			$	193,355			$	—			$	—			$	231,993			$	3,427,558
President and Chief			2007				505,000				757,500				1,186,810				181,290				—				—				166,630				2,797,230
Executive Officer			2006				481,000				577,200				708,909				116,439				—				—				167,236				2,050,784
Gregory K. Silvers,			2008				383,250				613,250				991,807				82,692				—				—				126,594				2,197,593
Vice President,			2007				365,000				456,250				824,821				68,113				—				—				127,404				1,841,588
Chief Operating			2006				316,000				316,000				294,957				36,724				—				—				126,994				1,090,675
Officer, Secretary and General Counsel
Mark A. Peterson,			2008				288,750				433,250				407,839				30,024				—				—				95,188				1,255,051
Vice President,			2007				275,000				343,750				298,835				22,002				—				—				95,873				1,035,460
Chief Financial			2006				227,000				204,300				66,131				6,337				—				—				71,466				575,234
Officer and Treasurer
Michael L. Hirons,			2008				183,750				200,000				81,778				11,684				—				—				50,870				528,082
Vice President —			2007				175,000				157,500				33,093				11,220				—				—				51,486				428,299
Finance (5)			2006				100,969				72,500				—				11,220				—				—				14,639				199,328

Grants of Plan-Based Awards

     The following table provides information about grants of plan-based awards under equity incentive plans to the Named Executive Officers in 2008. These grants were made under the 2007 Equity Incentive Plan pursuant to the Annual Incentive Program and the Long-Term Incentive Plan. Grants were in the form of nonvested restricted common share awards and common share options.

																																		All Other
						Estimated Future Payouts																								All Other				Option				Exercise				Grant
						Under																								Shares				Awards:				or Base				date Fair
						Non-Equity Incentive Plan												Estimated Future Payouts Under												Awards:				Number of				Price of				Value of
						Awards												Equity Incentive Plan Awards												Number of				Securities				Option				Stock and
		Grant				Thres-								Maxi-				Thres-								Maxi-				Shares or				Underlying				Awards				Option
Name		Date				hold				Target				mum				hold				Target				mum				Units (1)				Options				(2)				Awards
David M. Brain			02/20/08				—				—				—				—				—				—				—				30,706			$	47.20			$	4.23
			02/20/08				—				—				—				—				—				—				48,561				—				—				47.20
Mark A. Peterson			02/20/08				—				—				—				—				—				—				—				9,482				47.20				4.23
			02/20/08				—				—				—				—				—				—				18,619				—				—				47.20
Gregory K. Silvers			02/20/08				—				—				—				—				—				—				—				23,092				47.20				4.23
			02/20/08				—				—				—				—				—				—				30,334				—				—				47.20
Michael L. Hirons			02/20/08				—				—				—				—				—				—				—				822				47.20				4.23
			02/20/08				—				—				—				—				—				—				7,493				—				—				47.20

     The following table provides information regarding outstanding awards to the Named Executive Officers that have been granted but not vested or exercised as of December 31, 2008.

		Option Awards																				Stock Awards
																														Equity				Equity
										Equity																				Incentive				Incentive Plan
										Incentive																				Plan				Awards:
										Plan																				Awards:				Market or
										Awards:																Market				Number of				Payout Value
		Number of				Number of				Number of												Number of				Value of				Unearned				of Unearned
		Securities				Securities				Securities												Shares or				Shares or				Shares, Units				Shares, Units
		Underlying				Underlying				Underlying												Units of				Units of				or Other				or Other
		Unexercised				Unexercised				Unexercised				Option				Option				Stock that				Stock that				Rights that				Rights that
		Options (#)				Options (#)				Unearned				Exercise				Expiration				Have Not				Have Not				Have Not				Have Not
Name		Exercisable				Unexercisable				Options				Price				Date				Vested				Vested				Vested				Vested
David M. Brain			100,928				—							$	14.13				1/13/2010				—			$	—				—			$	—
			81,547				—				—				16.05				5/9/2011				—				—				—				—
			63,967				—				—				22.90				4/9/2012				—				—				—				—
			169,661				—				—				24.86				3/11/2013				—				—				—				—
			34,331				8,582				—				39.80				3/30/2014				—				—				—				—
			30,558				20,373				—				42.01				11/16/2015				—				—				—				—
			19,658				29,486				—				42.46				1/1/2016				—				—				—				—
			9,109				36,434				—				65.50				1/1/2017				—				—				—				—
			—				30,706				—				47.20				1/1/2018				—				—				—				—
			—				—				—				—				—				3,091				92,112				—				—
			—				—				—				—				—				7,334				218,553				—				—
			—				—				—				—				—				14,709				438,328				—				—
			—				—				—				—								14,199				423,130				—				—
			—				—				—				—				—				29,198				870,100				—				—
			—				—				—				—				—				16,000				476,800				—				—
			—				—				—				—				—				3,668				109,307				—				—
			—				—				—				—				—				8,293				247,132				—				—
TOTAL			—				—				—				—				—				19,363				577,017				—				—
			509,759				125,581				—												115,855				3,452,479				—				—
Mark A. Peterson			—				4,000				—				33.58				6/14/2014				—								—				—
			722				1,445				—				42.01				11/16/2015				—				—				—				—
			—				219				—				42.46				1/1/2016				—				—				—				—
			1,961				7,842				—				65.50				1/1/2017				—				—				—				—
			—				9,482				—				47.20				1/1/2018				—				—				—				—
			—				—				—				—				—				520				15,496				—				—
			—				—				—				—				—				2,517				75,006				—				—
			—				—				—				—				—				4,809				143,308				—				—
			—				—				—				—				—				9,832				292,994				—				—
			—				—				—				—				—				8,000				238,400				—				—
			—				—				—				—				—				922				27,475				—				—
TOTAL			—				—				—				—				—				2,936				87,493				—				—
			—				—				—				—				—				8,787				261,853				—				—
			2,683				22,988				—												38,323				1,142,025				—				—
Gregory K. Silvers			—				3,166				—				39.80				3/30/2014				—				—				—				—
			3,918				7,835				—				42.01				11/16/2015				—				—				—				—
			—				6,548				—				42.46				1/1/2016				—				—				—				—
			4,364				17,456				—				65.50				1/1/2017				—				—				—				—
			—				23,092				—				47.20				1/1/2018				—				—				—				—
			—				—				—				—				—				1,141				34,002				—				—
			—				—				—				—				—				2,820				84,036				—				—
			—				—				—				—				—				6,669				198,736				—				—
			—				—				—				—				—				8,250				245,850				—				—
			—				—				—				—				—				18,671				556,396				—				—
			—				—				—				—				—				24,000				715,200				—				—
			—				—				—				—				—				1,931				57,544				—				—
			—				—				—				—				—				4,540				135,292				—				—
			—				—				—				—				—				11,663				347,557				—				—
TOTAL			8,282				58,097				—												79,685				2,374,613				—				—
Michael L. Hirons			1,068				9,000				—				40.55				5/1/2016				—				—				—				—
			—				822				—				47.20				1/1/2018				—				—				—				—
			—				—				—				—				—				996				29,681				—				—
			—				—				—				—				—				2,662				79,327				—				—
			—				—				—				—				—				1,250				37,250				—				—
			—				—				—				—				—				4,831				143,964				—				—
TOTAL			1,068				9,822								—								9,739				290,222

Option Exercises and Stock Vested

     The following table provides information regarding option exercises by our Named Executive Officers and restricted shares held by our Named Executive Officers which vested during 2008.

		Option Awards								Stock Awards
		Number of Shares Acquired								Number of Shares Acquired
Name		on Exercise				Value Realized on Exercise				on Vesting				Value Realized on Vesting
David M. Brain			—			$	—				34,312			$	1,589,675
Mark A. Peterson			4,796				98,930				7,259				336,309
Gregory K. Silvers			24,522				542,066				20,151				933,596
Michael L. Hirons			4,932				63,560				875				40,539

     The following table provides information regarding potential payments upon termination of our Named Executive Officers or a change of control. These payments are provided for in the employment agreements the Company has entered into with each Named Executive Officer, which have been previously filed with the SEC and which are described below.

										Before Change
										in Control		After Change in Control
										Termination				Termination
										w/o Cause or				w/o Cause
				Voluntary						for Good		No		or for Good
Name		Benefit		Termination		Death		Disability		Reason		Termination		Reason
David M. Brain		Cash Severance		$—		$11,875,500		$11,875,500		$11,875,500		$—		$11,875,500
		Health Benefits
		Continuation (1)		—		37,454		37,454		37,454		—		37,454
		Accelerated Vesting of
		Options(2)		—		—		—		—		—		—
		Accelerated Vesting of
		Restricted Stock (2)		—		3,452,479		3,452,479		3,452,479		3,452,479		3,452,479
		Excise Tax Gross-up		—		—		—		—		—		5,397,880
Mark A. Peterson		Cash Severance		—		4,672,125		4,672,125		4,672,125		—		4,672,125
		Health Benefits
		Continuation (1)		—		36,927		36,927		36,927		—		36,927
		Accelerated Vesting of
		Options(2)		—		—		—		—		—		—
		Accelerated Vesting of
		Restricted Stock (2)		—		1,142,025		1,142,025		1,142,025		1,142,025		1,142,025
		Excise Tax Gross-up		—		—		—		—		—		2,339,073
Gregory K. Silvers		Cash Severance		—		7,434,375		7,434,375		7,434,375		—		7,434,375
		Health Benefits
		Continuation (1)		—		36,885		36,885		36,885		—		36,885
		Accelerated Vesting of
		Options(2)		—		—		—		—		—		—
		Accelerated Vesting of
		Restricted Stock (2)		—		2,374,613		2,374,613		2,374,613		2,374,613		2,374,613
		Excise Tax Gross-up		—		—		—		—		—		3,208,298
Michael L. Hirons		Cash Severance		—		1,302,500		1,302,500		1,302,500		—		1,302,500
		Health Benefits
		Continuation (1)		—		24,555		24,555		24,555		—		24,555
		Accelerated Vesting of
		Options(2)		—		—		—		—		—		—
		Accelerated Vesting of
		Restricted Stock (2)		—		290,222		290,222		290,222		290,222		290,222
		Excise Tax Gross-up		—		—		—		—		—		626,117