AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amended and Restated Employment Agreement (the "Agreement") is made as of May 7, 2002 and amends
and restates in its entirety the Amended and Restated Employment Agreement made and entered into as of
December 8, 2000, by and between Gerard H. Sweeney ("Employee") and Brandywine Realty Trust, a
Maryland real estate investment trust (the "Company").
The Company desires to employ Employee, and Employee desires to enter into the employ of the Company, on
the terms and conditions contained in this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements contained herein, and intending to be legally
bound hereby, the parties hereto agree as follows:
1. Employment. The Company hereby employs Employee, and Employee hereby accepts employment by the
Company, for the period and upon the terms and conditions contained in this Agreement.
2. Office and Duties.
(a) Employee shall be employed by the Company as its President and Chief Executive Officer and will serve as a
member of the Board of Trustees of the Company (the "Board") and member of the Executive Committee of the
Board, and shall perform such duties and shall have such authority as may from time to time be specified by the
Board. Employee shall report directly to the Board.
(b) Without further consideration, Employee shall, as directed by the Board, serve as a director or officer of, or
perform such other duties and services as may be requested for and with respect to, any of the Company's
Subsidiaries, including, without limitation, Brandywine Realty Services Corporation. As used in this Agreement,
the terms "Subsidiary" and "Subsidiaries" shall mean, with respect to any entity, any corporation, partnership,
limited liability company or other business entity in which the subject entity has the power (whether by contract,
through securities ownership, or otherwise and whether directly or indirectly through control of one or more
intermediate Subsidiaries) to elect a m