BRANDYWINE REALTY TRUST
EXECUTIVE DEFERRED COMPENSATION PLAN
EFFECTIVE OCTOBER 1, 2000
AMENDED AND RESTATED EFFECTIVE MARCH 25, 2004
In recognition of the services provided by certain key employees, the Board of Trustees of Brandywine Realty
Trust previously adopted the Brandywine Realty Trust Executive Deferred Compensation Plan to make
additional retirement benefits and increased financial security available on a tax-favored basis to those individuals.
The Plan is hereby amended and restated, effective March 25, 2004.
"Additional Company Contributions" are contributions credited to the Participant's Retirement Distribution
Account by the Company pursuant to
"Affiliate" means: (a) any firm, partnership, or corporation that directly or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with Brandywine Realty Trust; (b) any
other organization similarly related to Brandywine Realty Trust that is designated as such by the Board; and (c)
any other entity 50% or more of the economic interests in which are owned, directly or indirectly, by Brandywine
"Beneficiary" means the person or persons designated as such in accordance with Section 12.4.
"Board" means the Board of Trustees of Brandywine Realty Trust.
"Board Remuneration" means for any Trustee, for any Plan Year, the annual retainer and Board meeting fees;
provided that committee fees and informal Board discussion fees shall not be "Board Remuneration;" provided
further that such remuneration shall not be eligible for Matching Contributions, Profit Sharing Contributions,
Supplemental Profit Sharing Contributions or Additional Company Contributions.
"Change of Control" means:
(a) the acquisition in one or more transactions by any "Person" (as the term person is used for purposes of
Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of