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                             BRANDYWINE REALTY TRUST

                      EXECUTIVE DEFERRED COMPENSATION PLAN

                           (Effective October 1, 2000)


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                                    ARTICLE 1
                                     PURPOSE

                  In recognition of the services provided by certain key
employees, the Board of Trustees of Brandywine Realty Trust hereby adopts 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.

                                    ARTICLE 2
                                   DEFINITIONS


                  "Additional Company Contributions" are contributions credited
to the Participant's Retirement Distribution Account by the Company pursuant to
Section 4.6.

                  "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
Realty Trust.

                  "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.

                  "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
                           "Beneficial ownership" (within the meaning of Rule
                           13d-3 promulgated under the Exchange Act) of
                           twenty-five percent (25%) or more of the combined
                           voting power of Brandywine Realty Trust's then
                           outstanding voting securities (the "Voting
                           Securities"), provided that for purposes of this
                           clause (a) Voting Securities acquired directly from
                           Brandywine Realty Trust by any Person shall be
                           excluded from the determination of such Person's
                           Beneficial ownership of Voting Securities (but such
                           Voting Securities shall be included in the
                           calculation of the total number of Voting Securities
                           then outstanding); or

                  (b)      approval by shareholders of Brandywine Realty Trust
                           of:

                           (i)      a merger, reorganization or consolidation
                                    involving Brandywine Realty Trust if the
                                    shareholders of Brandywine Realty Trust
                                    immediately before such merger,
                                    reorganization or consolidation do not or
                                    will not own directly or indirectly
                                    immediately following such merger,
                                    reorganization or consolidation, more than
                                    fifty percent (50%) of the combined voting
                                    power of the outstanding voting securities
                                    of the company resulting from or surviving
                                    such merger, reorganization or consolidation
                                    in substantially the same proportion as
                                    their ownership of the Voting Securities
                                    outstanding immediately before such merger,
                                    reorganization or consolidation;

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                           (ii)     a complete liquidation or dissolution of
                                    Brandywine Realty Trust; or

                           (iii)    an agreement for the sale or other
                                    disposition of all or substantially all of
                                    the assets of Brandywine Realty Trust; or

                  (c)      acceptance by shareholders of Brandywine Realty Trust
                           of shares in a share exchange if the shareholders of
                           Brandywine Realty Trust immediately before such share
                           exchange do not or will not own directly or
                           indirectly immediately following such share exchange
                           more than fifty percent (50%) of the combined voting
                           power of the outstanding voting securities of the
                           entity resulting from or surviving such share
                           exchange in substantially the same proportion as
                           their ownership of the Voting Securities outstanding
                           immediately before such share exchange.

                  "Code" means the Internal Revenue Code of 1986, as amended.

                  "Committee" means the Brandywine Realty Trust Plan Committee,
which shall consist of at least one person, the member(s) of which shall be
designated from time to time by the President and Chief Executive Officer of
Brandywine Realty Trust and which may include the President and Chief Executive
Officer.

                  "Company" means Brandywine Realty Trust and each such
subsidiary, division or Affiliate identified in Appendix A as may from time to
time participate in the Plan by or pursuant to authorization of the Board and
the board of directors of such subsidiary, division or Affiliate.

                  "Compensation" means, for any Eligible Employee, for any Plan
Year, the Participant's total taxable income received from the Company with
respect to such Plan Year, including, but not limited to, base earnings, regular
bonuses, commissions and overtime, plus pre-tax contributions and elective
contributions that are not includible in gross income under section 125,
402(a)(8) or 402(h) of the Code, and excluding income recognized in connection
with stock-related options and payments, reimbursements and other expense
allowances, fringe benefits (cash and noncash), moving expenses, deferred
compensation and welfare benefits, as determined pursuant to guidelines
established and revised by the Plan Administrator from time to time and
communicated to Eligible Employees.

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                  "Compensation Deferral" means that portion of Compensation as
to which a Participant has made an annual election to defer receipt until the
date specified under the In-Service Distribution Option or the Retirement
Distribution Option.

                  "Compensation Limit" means the compensation limit of section
401(a)(17) of the Code, as in effect on the first day of the Plan Year.

                  "Disability" means a disability of an Employee which renders
such Employee unable to perform the full extent of his duties and
responsibilities by reason of his illness or incapacity which would entitle that
Employee to receive Social Security Disability Income under the Social Security
Act, as amended, and the regulations promulgated thereunder. "Disabled" means
having a Disability. The determination of whether a Participant is Disabled
shall be made by the Plan Administrator, whose determination shall be
conclusive; provided that,

                  (a) if a Participant is bound by the terms of an employment
agreement between the Participant and the Employer, whether the Participant is
"Disabled" for purposes of the Plan shall be determined in accordance with the
procedures set forth in said employment agreement, if such procedures are
therein provided; and

                  (b) a Participant bound by such an employment agreement shall
not be determined to be Disabled under the Plan any earlier than he would be
determined to be disabled under his employment agreement.

                  "Distribution Option" means the two distribution options which
are available under the Plan, consisting of the Retirement Distribution Option
and the In-Service Distribution Option.

                  "Distribution Option Account(s)" means, with respect to a
Participant, the Retirement Distribution Account and/or the In-Service
Distribution Account established on the books of account of the Company,
pursuant to Section 5.1, for each Distribution Option Period.

                  "Distribution Option Period" means, in general, a period for
which an Eligible Employee elects, in the Enrollment Agreement, the time and
manner of payment of amounts credited to the Eligible Employee's In-Service
Distribution Option Account for such period. The first Distribution Option
Period with respect to deferrals of Compensation classified as base salary shall
apply to base salary deferrals credited from October 1, 2000 to December 31,
2005, and with respect to deferrals of Compensation credited as bonus, shall
apply to bonus deferrals credited from January 1, 2001 to December 31, 2006.
Thereafter, a new Distribution Option Period will begin every five years.

                  "Earnings Crediting Options" means the deemed investment
options selected by the Participant from time to time pursuant to which deemed
earnings are credited to the Participant's Distribution Option Accounts.

                  "Effective Date" means October 1, 2000.

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                  "Eligible Employee" means an Employee who is a member of a
group of selected management and/or highly compensated Employees of the Company
and who is designated by the Plan Administrator as eligible to participate in
the Plan.

                  "Employee" means any individual employed by the Company on a
regular, full-time basis (in accordance with the personnel policies and
practices of the Company), including citizens of the United States employed
outside of their home country and resident aliens employed in the United States;
provided, however, that to qualify as an "Employee" for purposes of the Plan,
the individual must be a member of a group of "key management or other highly
compensated employees" within the meaning of Sections 201, 301 and 401 of the
Employee Retirement Income Security Act of 1974, as amended; provided further,
that individuals who are not on an employee payroll of the Company or who have
entered into an agreement with the Company which excludes them from
participation in the Plan shall not be eligible to participate in the Plan.

                  "Employer" means Brandywine Realty Trust and its Affiliates.

                  "Employer Stock Fund" means a hypothetical investment fund
consisting entirely of Shares.

                  "Enrollment Agreement" means the authorization form which an
Eligible Employee files with the Plan Administrator to participate in the Plan.

                  "Excess Bonus" means that portion of a Compensation Deferral
as defined in Section 4.6.

                  "In-Service Distribution Account" means the Account maintained
for a Participant for each Distribution Option Period to which Compensation
Deferrals are credited pursuant to the In-Service Distribution Option.

                  "In-Service Distribution Option" means the Distribution Option
pursuant to which benefits are payable in accordance with Section 7.2.

                  "Matching Contributions" are contributions credited to the
Participant's Retirement Distribution Account by the Company pursuant to Section
4.3.

                  "Participant" means an Eligible Employee who has filed a
completed and executed Enrollment Agreement with the Plan Administrator or its
designee and is participating in the Plan in accordance with the provisions of
Article 4. In the event of the death or incompetency of a Participant, the term
shall mean his personal representative or guardian. An individual shall remain a
Participant until that individual has received full distribution of any amount
credited to the Participant's Distribution Option Account(s).

                  "Plan" means the Brandywine Realty Trust Executive Deferred
Compensation Plan, as amended from time to time.

                  "Plan Administrator" means the Committee.

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                  "Plan Year" means the 12-month period beginning on each
January 1 and ending on the following December 31; provided that the initial
Plan Year shall commence on October 1, 2000 and end on December 31, 2000.

                  "Profit Sharing Contributions" are contributions credited to
the Participant's Retirement Distribution Account by the Company, based on a
percentage, as determined each year by the Company, of the Participant's
Compensation in excess of the Compensation Limit. To the extent that a
contribution is not deemed to be a Profit Sharing Contribution, it will be
considered Compensation classified as a bonus for purposes of the Plan.

                  "Retirement" means the termination of the Participant's
Service with the Employer (for reasons other than death) at or after age 55.

                  "Retirement Distribution Account" means the Account maintained
for a Participant to which Compensation Deferrals, Matching Contributions,
Additional Company Contributions, Profit Sharing Contributions, and Supplemental
Profit Sharing Contributions are credited pursuant to the Retirement
Distribution Option.

                  "Retirement Distribution Option" means the Distribution Option
pursuant to which benefits are payable in accordance with Section 7.1.

                  "Service" means the period of time during which an employment
relationship exists between an Employee and the Company, including any period
during which the Employee is on an approved leave of absence, whether paid or
unpaid. "Service" also includes employment with an Affiliate if an Employee
transfers directly between the Company and the Affiliate.

                  "Share" means a common share of beneficial interest, $.01 par
value per share, of Brandywine Realty Trust.

                  "Supplemental Profit Sharing Contributions" are contributions
credited to the Retirement Distribution Account of certain Participants by the
Company pursuant to Section 4.5.

                  "Termination Date" means the date of termination of a
Participant's Service with the Employer, determined without reference to any
compensation continuing arrangement or severance benefit arrangement that may be
applicable.

                                    ARTICLE 3
                    ADMINISTRATION OF THE PLAN AND DISCRETION

                  3.1. The Committee, as Plan Administrator, shall have full
power and authority to interpret the Plan, to prescribe, amend and rescind any
rules, forms and procedures as it deems necessary or appropriate for the proper
administration of the Plan and to make any other determinations and to take any
other such actions as it deems necessary or advisable in carrying out its duties
under the Plan. All action taken by the Plan Administrator arising out of, or in
connection with, the administration of the Plan or any rules adopted thereunder,
shall, in each case, lie within its sole discretion, and shall be final,
conclusive and binding upon the Company, the Board, all Employees, all
Beneficiaries of Employees and all persons and entities having an interest
therein. The Committee, may, however, delegate to any person or entity any of
its powers or duties under the Plan. To the extent of any such delegation, the
delegate shall become the Plan Administrator responsible for administration of
the Plan, and references to the Plan Administrator shall apply instead to the
delegate. Any action by the Committee assigning any of its responsibilities to
specific persons who are all trustees, officers, or employees of the Company
shall not constitute delegation of the Committee's responsibility but rather
shall be treated as the manner in which the Committee has determined internally
to discharge such responsibility.

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                  3.2. The Plan Administrator shall serve without compensation
for its services unless otherwise determined by the Board. All expenses of
administering the Plan shall be paid by the Company.

                  3.3. The Company shall indemnify and hold harmless the Plan
Administrator from any and all claims, losses, damages, expenses (including
counsel fees) and liability (including any amounts paid in settlement of any
claim or any other matter with the consent of the Board) arising from any act or
omission of such member, except when the same is due to gross negligence or
willful misconduct.

                  3.4. Any decisions, actions or interpretations to be made
under the Plan by the Company, the Board or the Plan Administrator shall be made
in its respective sole discretion, not as a fiduciary and need not be uniformly
applied to similarly situated individuals and shall be final, binding and
conclusive on all persons interested in the Plan.

                                    ARTICLE 4
                                  PARTICIPATION

                  4.1. Election to Participate.

                           (a) Timing of Election to Participate. Any Eligible
Employee may enroll in the Plan effective as of the first day of a Plan Year by
filing a completed and fully executed Enrollment Agreement with the Plan
Administrator by a date set by the Plan Administrator.

                                    (i) Base Salary. With respect to the
deferral of Compensation that is classified as base salary by the Company, an
executed Enrollment Agreement must be filed by December 31 of the Plan Year
preceding the Plan Year in which such base salary is to be earned, or such
earlier time as may be established by the Plan Administrator.

                                    (ii) Bonus.

                                            (A) With respect to the deferral of
Compensation that is classified by the Company as bonus, an executed Enrollment
Agreement must be filed by December 31 of the Plan Year preceding the Plan Year
in which such bonus is earned, or such earlier time as may be established by the
Plan Administrator.


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                                            (B) The Board may, as a condition of
a bonus award, require that it be deferred under the Plan and may prescribe
vesting and investment provisions with respect to such award, and may establish
separate deadlines by which Enrollment Agreements may be filed with respect to
such an award.

                                    (iii) Initial Short Plan Year. For the short
Plan Year commencing on October 1, 2000, an executed Enrollment Agreement must
be submitted by September 29, 2000 and shall be effective for (A) base salary
earned in payroll periods on and after October 1, 2000 and (B) bonuses earned in
2000 and payable in January 2001, and bonuses earned in 2001 and payable in
January 2002.

                                    (iv) Revocation of Election. Once each Plan
Year, a Participant may cancel his deferral election with respect to
Compensation that is classified by the Company as base salary, provided that
such cancellation is communicated to the Company in writing and shall be
effective for all base salary earned for the remainder of the Plan Year.
Elections with respect to bonuses are irrevocable.

                           (b) Amount of Deferral. Pursuant to said Enrollment
Agreement, the Eligible Employee shall irrevocably elect the percentages by
which (as a result of payroll deduction) an amount equal to any whole percentage
of the Participant's Compensation, up to 85 percent of base salary and 100
percent of bonus will be deferred; provided however, that deferrals will be made
after required non-deferrable payroll tax deductions and any deductions elected
by the Participant (including, but not limited to, deductions for payment of
health insurance premiums). The Plan Administrator may establish minimum amounts
that may be deferred under this Section 4.1 and may change such standards from
time to time. Any such limit shall be communicated by the Plan Administrator to
the Participants prior to the commencement of a Plan Year.

                           (c) Accounts to Which Amounts Credited. Pursuant to
said Enrollment Agreement, the Eligible Employee shall elect the Distribution
Option Accounts to which such amounts will be credited, and shall provide such
other information as the Plan Administrator shall require.

                           (d) Form of Distribution from Accounts. The first
Enrollment Agreement filed by an Eligible Employee during any Distribution
Option Period must also set forth the Participant's election as to the time and
manner of distribution from the Retirement Distribution Account and the
In-Service Distribution Account and of amounts credited for that Distribution
Option Period and related earnings.

                  4.2. New Eligible Employees. The Plan Administrator may, in
its discretion, permit Employees who first become Eligible Employees after the
beginning of a Plan Year to enroll in the Plan for that Plan Year by filing a
completed and fully executed Enrollment Agreement, in accordance with Section
4.1, as soon as practicable following the date the Employee becomes an Eligible
Employee but, in any event, not later than 30 days after such date.
Notwithstanding the foregoing, however, any election by an Eligible Employee to
defer compensation pursuant to this section 4.2 shall apply only to such amounts
as are earned by the Eligible Employee after the date on which such Enrollment
Agreement is filed.

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                  4.3. Matching Contributions. The amount of Matching
Contributions credited to a Participant's Retirement Distribution Account shall
be equal to the matching contributions which would have been made on behalf of
the Participant under the Brandywine Realty Trust 401(k) Profit Sharing Plan but
for statutory limitations. Generally, the Matching Contribution shall be equal
to the "matching percentage" (30%, as of the effective date of this Plan) set
forth in the Brandywine Realty Trust 401(k) Profit Sharing Plan, multiplied by a
specified percentage (10%, as of the effective date of this Plan) of the
Participant's Compensation in excess of the Compensation Limit that is deferred
under Section 4.1 or 4.2, as applicable.

                  If (a) the dollar amount of the matching contributions under
the Brandywine Realty Trust 401(k) Profit Sharing Plan for the Plan Year was
limited due to the application of the provisions of Section 401(m) of the Code;
(b) the percentage of the Participant's Compensation that could be deferred
under the Brandywine Realty Trust 401(k) Profit Sharing Plan was limited to an
amount less than 10% (or such other percentage that may become effective after
the effective date of the Plan) because of other Code limitations; or (c) to the
extent that a Participant's compensation for purposes of the Brandywine Realty
Trust 401(k) Profit Sharing Plan is reduced to an amount that is below the
Compensation Limit in any Plan Year by reason of deferrals made under this Plan
(regardless of whether, prior to reduction, it was in excess of such
limitation), an additional Matching Contribution shall be contributed under the
Plan equal to the amount of matching contributions that would have been made to
the Brandywine Realty Trust 401(k) Profit Sharing Plan but for such limitations,
but only if and to the extent the Participant has deferred additional amounts of
Compensation to the Plan at least equal to the amount that would have been
required to have been deferred under the Brandywine Realty Trust 401(k) Profit
Sharing Plan in order to support such additional matching contributions in the
absence of such limitations.

                  4.4. Profit Sharing Contributions. The Company shall credit to
each Participant's Retirement Distribution Account a Profit Sharing
Contribution. Profit Sharing Contributions will be credited as frequently as
determined by the Plan Administrator.

                  4.5. Supplemental Profit Sharing Contributions. To the extent
that a Participant's compensation for purposes of the Brandywine Realty Trust
401(k) Profit Sharing Plan is reduced to an amount that is below the
Compensation Limit in any Plan Year by reason of deferrals made under this Plan
(regardless of whether, prior to reduction, it was in excess of such
limitation), a Supplemental Profit Sharing Contribution will be credited to the
Retirement Distribution Account of such Participant, at least annually, equal to
the specified profit sharing percentage for the applicable Plan Year, multiplied
by the excess, if any, of (a) the lesser of (i) the Participant's Compensation
or (ii) the Compensation Limit over (b) the amount of the Participant's
compensation that is taken into account under the Brandywine Realty Trust 401(k)
Profit Sharing Plan.

                  4.6. Additional Company Contributions.

                           (a) If, pursuant to Section 4.1 or 4.2, a Participant
elects to defer receipt of 25% of his annual bonus (if any) and deems that such
deferral be invested in the Employer Stock Fund, then, with respect to any part
of such bonus in excess of 25% that is deferred and invested in the Employer
Stock Fund ("Excess Bonus"), an Additional Company Contribution equal to a
specified percentage (15% as of the effective date of the Plan) of the Excess
Bonus shall be contributed to such Participant's Retirement Distribution Account
and deemed invested in the Employer Stock Fund.

                                       9
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                           (b) The Excess Bonus and associated Additional
Company Contribution shall not be subject to Participant investment direction
for two years from the date of crediting. If, prior to the expiration of two
years from the date on which the Excess Bonus and Additional Company
Contribution are credited, (1) the Participant directs that all or a portion of
the Excess Bonus or the associated Additional Company Contribution be deemed
invested in an Earnings Crediting Option other than the Employer Stock Fund or
(2) the Participant receives a distribution pursuant to Article 10 or Article
11, any portion of which consists of all or a portion of such Excess Bonus or
Additional Company Contribution, then the Participant shall forfeit all of such
Additional Company Contribution; provided, with respect to a distribution
pursuant to Article 11, that any forfeiture will take place prior to the
determination of the Article 11 forfeiture penalty.


                                    ARTICLE 5
                          DISTRIBUTION OPTION ACCOUNTS

                  5.1. Distribution Option Accounts. The Plan Administrator
shall establish and maintain separate Distribution Option Accounts with respect
to a Participant for each Distribution Option Period. A Participant's
Distribution Option Accounts shall consist of the Retirement Distribution
Account and/or one or more In-Service Distribution Accounts. The amount of
Compensation deferred pursuant to Section 4.1 or Section 4.2 shall be credited
by the Company to the Participant's Distribution Option Accounts, in accordance
with the Distribution Option irrevocably elected by the Participant in the
Enrollment Agreement, as soon as reasonably practicable following the close of
the payroll period or bonus payment date for which the deferred Compensation
would otherwise be payable, as determined by the Plan Administrator in its sole
discretion. Any amount once taken into account as Compensation for purposes of
this Plan shall not be taken into account thereafter. Matching Contributions,
Additional Company Contributions, Profit Sharing Contributions, and Supplemental
Profit Sharing Contributions, when credited, as determined by the Plan
Administrator in its sole discretion, are credited only to the Retirement
Distribution Account. The Participant's Distribution Option Accounts shall be
reduced by the amount of payments made by the Company to the Participant or the
Participant's Beneficiary pursuant to this Plan.

                  5.2. Earnings on Distribution Option Accounts.

                           (a) General. A Participant's Distribution Option
Accounts shall be credited with earnings in accordance with the Earnings
Crediting Options elected by the Participant from time to time. Participants may
allocate their Retirement Distribution Account and/or each of their In-Service
Distribution Accounts among the Earnings Crediting Options available under the
Plan only in whole percentages of not less than five percent.



                                       10
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                           (b) Investment Options. The deemed rate of return,
positive or negative, credited under each Earnings Crediting Option is based
upon the actual investment performance of (i) the Employer Stock Fund, (ii) the
corresponding investment portfolios of the EQ Advisers Trust, open-end
investment management companies under the Investment Company Act of 1940, as
amended from time to time, or (iii) such other investment fund(s) as the Company
may designate from time to time, and shall equal the total return of such
investment fund net of asset based charges, including, without limitation, money
management fees, fund expenses and mortality and expense risk insurance contract
charges. The Company reserves the right, on a prospective basis, to add or
delete Earnings Crediting Options.

                  5.3. Earnings Crediting Options. Notwithstanding that the
rates of return credited to Participants' Distribution Option Accounts under the
Earnings Crediting Options are based upon the actual performance of the
investment options specified in Section 5.2, or such other investment funds as
the Company may designate, the Company shall not be obligated to invest any
Compensation deferred by Participants under this Plan, Matching Contributions,
Additional Company Contributions, Profit Sharing Contributions, Supplemental
Profit Sharing Contributions, or any other amounts, in such portfolios or in any
other investment funds.

                  5.4. Changes in Earnings Crediting Options. A Participant may
change the Earnings Crediting Options to which his Distribution Option Accounts
are deemed to be allocated subject to such rules as may be determined by the
Plan Administrator, provided that except as the Plan Administrator may otherwise
determine in light of legal restrictions on changes, the frequency of permitted
changes shall not be less than four times per Plan Year. Each such change may
include (a) reallocation of the Participant's existing Accounts in whole
percentages of not less than five percent, and/or (b) change in investment
allocation of amounts to be credited to the Participant's Accounts in the
future, as the Participant may elect. The effect of a Participant's change in
Earnings Crediting Options shall be reflected in the Participant's Accounts as
soon as reasonably practicable following the Plan Administrator's receipt of
notice of such change, as determined by the Plan Administrator in its sole
discretion.

                  5.5. Valuation of Accounts. Except as otherwise provided in
Section 5.7, the value of a Participant's Distribution Option Accounts as of any
date shall equal the amounts theretofore credited to such Accounts, including
any earnings (positive or negative) deemed to be earned on such Accounts in
accordance with Section 5.2 and Section 5.4 through the day preceding such date,
less the amounts theretofore deducted from such Accounts.

                  5.6. Statement of Accounts. The Plan Administrator shall
provide to each Participant, not less frequently than quarterly, a statement in
such form as the Plan Administrator deems desirable for setting forth the
balance standing to the credit of each Participant in each of his Distribution
Option Accounts.

                  5.7. Distributions from Accounts. Any distribution made to or
on behalf of a Participant from one or more of his Distribution Option Accounts
in an amount which is less than the entire balance of any such Account shall be
made pro rata from each of the Earnings Crediting Options to which such Account
is then allocated. For purposes of any provision of the Plan relating to
distribution of benefits to Participants or Beneficiaries, the value of a
Participant's Distribution Option Accounts shall be determined as of a date as
soon as reasonably practicable preceding the distribution date, as determined by
the Plan Administrator in its sole discretion. In the case of any benefit
payable in the form of a cash lump sum, the value of a Participant's
Distribution Option Accounts, as determined pursuant to this Section 5.7, shall
be distributed. In the case of any benefit payable in the form of annual
installments, as of any payment date, the amount of each installment payment
shall be determined as the quotient of (a) the value of the Participant's
Distribution Option Account subject to distribution, as determined pursuant to
this Section 5.7, divided by (b) the number of remaining annual installments
immediately preceding the payment date.

                                       11
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                                    ARTICLE 6
                              DISTRIBUTION OPTIONS

                  6.1. Election of Distribution Option. In the first completed
and fully executed Enrollment Agreement filed with the Plan Administrator for
each Distribution Option Period, an Eligible Employee shall elect the time and
manner of payment pursuant to which the Eligible Employee's Distribution Option
Accounts for that Distribution Option Period will be distributed. Annually, the
Eligible Employee shall allocate his or her deferrals between the Distribution
Options in increments of ten percent.

                  6.2. Retirement Distribution Option. Subject to Section 7.1,
distribution of the Participant's Retirement Distribution Account, if any, shall
commence upon (a) the Participant's Retirement or (b) the Participant's
attainment of age 65, as elected by the Participant in the Enrollment Agreement
pursuant to which such Retirement Distribution Account was established or
otherwise as permitted under Section 7.1(a).

                  6.3. In-Service Distribution Option. Subject to Section 7.2,
the Participant's In-Service Distribution Account for any Distribution Option
Period shall be distributed commencing in the year elected by the Participant in
the Enrollment Agreement pursuant to which such In-Service Distribution Account
was established. Notwithstanding the foregoing, a Participant shall not be
entitled to allocate any deferrals to an In-Service Distribution Account for the
two Plan Years preceding the Plan Year which includes the date on which such
Account is to be distributed and such additional deferrals shall instead be
allocated to the Retirement Distribution Account.

                                    ARTICLE 7
                            BENEFITS TO PARTICIPANTS

                  7.1. Benefits Under the Retirement Distribution Option.
Benefits under the Retirement Distribution Option shall be paid to a Participant
as follows:

                           (a) Benefits Upon Retirement.

                                       12
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                                    (i) General. In the case of a Participant
whose Service with the Employer terminates on account of his Retirement, the
Participant's Retirement Distribution Account shall be distributed in one of the
following methods, as elected by the Participant in writing either in the
Enrollment Agreement or in a separate election made prior to the date of the
Participant's Retirement: (x) in a lump sum; (y) in annual installments over 5,
10, 15 or 20 years; or (z) by any other formula that is mathematically derived
and is acceptable to the Plan Administrator.

                                    (ii) Payment of Lump Sums. Any lump-sum
benefit payable in accordance with this paragraph shall be paid in, but not
later than January 31 of, the Plan Year following the Plan Year in which the
Participant's Retirement occurs, or, if later, attainment of age 65 as elected
by the Participant in accordance with this Section 7.1 or Section 6.2.

                                    (iii) Payment of Annual Installments. Annual
installment payments, if any, shall commence in, but not later than January 31
of, the Plan Year following the Plan Year in which the Participant's Retirement
occurs, or, if later, as soon as reasonably practicable following the
Participant's attainment of age 65, as elected by the Participant in accordance
with this Section 7.1 or Section 6.2.

                           (b) Changes in Forms of Distribution. A Participant
may change the election regarding the manner of payment of the Participant's
Retirement Distribution Account by filing a revised Enrollment Agreement by the
earlier of (i) December 31 of the calendar year preceding the calendar year in
which the Participant's distribution date falls or (ii) the date six months
before such distribution date.

                           (c) Changes in Timing of Distribution. A Participant
may change the election regarding the timing of the distribution to defer the
date on which the distribution should commence by filing a revised Enrollment
Agreement by the earlier of (i) December 31 of the calendar year preceding the
calendar year in which the Participant's distribution otherwise would have
commenced or (ii) the date six months before such previously elected
distribution commencement date.

                           (d) Benefits Upon Termination of Employment. In the
case of a Participant whose Service with the Employer terminates prior to the
earliest date on which the Participant is eligible for Retirement, other than on
account of becoming Disabled or by reason of death, the Participant's Retirement
Distribution Account shall be distributed (i) in a lump sum in, but not later
than February 28 of, the Plan Year following the Plan Year that includes the
Participant's Termination Date, (ii) beginning as soon as reasonably practicable
following the Participant's attainment of age 65, or (iii) beginning as soon as
reasonably practicable following the Participant's attainment of age 55, all as
irrevocably elected by the Participant in the Enrollment Agreement pursuant to
which such Retirement Distribution Account was established; provided, however,
that the Company may override Participant's election and cause a distribution
under clause (i) notwithstanding any other election by the Participant.

                                       13
<PAGE>

                           (e) Forfeiture. If a Participant terminates Service,
other than due to Retirement, Disability or death, prior to being credited with
five (5) years of service, as determined pursuant to the terms of the Brandywine
Realty Trust 401(k) Profit Sharing Plan, all or a portion of the Participant's
Retirement Distribution Account attributable to Matching Contributions shall be
forfeited, as follows:

              Termination Prior to
              Completion of Year                 Portion Forfeited
              ------------------                 -----------------
              1                                  100%
              2                                  80%
              3                                  60%
              4                                  40%
              5                                  20%

                  7.2. Benefits Under the In-Service Distribution Option.
Benefits under the In-Service Distribution Option shall be paid to a Participant
as follows:

                           (a) In-Service Distributions. In the case of a
Participant who continues in Service with the Employer, the Participant's
In-Service Distribution Account for any Distribution Option Period shall be paid
to the Participant commencing in, but not later than January 31 of, the Plan
Year irrevocably elected by the Participant in the Enrollment Agreement pursuant
to which such In-Service Distribution Account was established, which may be no
earlier than the third Plan Year following the end of the last Plan Year in the
Distribution Option Period in which deferrals are to be credited to the
In-Service Distribution Account for that Distribution Option Period, in one lump
sum or in annual installments payable over 2, 3, 4, or 5 years.

                                    (i) Any lump-sum benefit payable in
accordance with this paragraph shall be paid in, but not later than January 31
of, the Plan Year elected by the Participant in accordance with Section 6.3.

                                    (ii) Annual installment payments, if any,
shall commence in, not later than January 31 of, the Plan Year elected by the
Participant in accordance with Section 6.3.

                           (b) Benefits Upon Termination of Employment. In the
case of a Participant whose Service with the Employer terminates prior to the
date on which the Participant's In-Service Distribution Account would otherwise
be distributed, other than on account of becoming Disabled or by reason of
death, such In-Service Distribution Account shall be distributed (i) in a lump
sum in, but not later than February 28, of the year following the Participant's
Termination Date, (ii) in annual installments commencing on the date such
In-Service Distribution Account would otherwise have been distributed, or (iii)
in a lump sum on the date such In-Service Distribution Account would otherwise
have been distributed, all as irrevocably elected by the Participant in the
Enrollment Agreement pursuant to which such In-Service Distribution Account was
established; provided, however, that the Company may override a Participant's
election and cause a distribution under clause (i) notwithstanding any other
election by the Participant.




                                       14
<PAGE>

                                    ARTICLE 8
                                   DISABILITY

                  8.1. In the event a Participant becomes Disabled, the
Participant's right to make any further deferrals under this Plan shall
terminate as of the date the Participant terminates due to Disability. The
Participant's Distribution Option Accounts shall continue to be credited with
earnings in accordance with Section 5.2 until such Accounts are fully
distributed. For purposes of this Plan, a Disabled Participant will not be
treated as having terminated Service. The Participant's Retirement Distribution
Account, if any, shall be distributed to the Participant in accordance with
Section 7.1(a), provided, however, that distribution of the Participant's
Retirement Distribution Accounts, if any, shall commence not later than January
31 of the Plan Year immediately following the later of (a) the Plan Year in
which the Participant first becomes eligible for Retirement, or (b) the Plan
Year in which the Participant first terminated due to Disability. The
Participant's In-Service Distribution Accounts, if any, will be distributed to
the Participant in accordance with Section 7.2(a) without regard to the fact
that the Participant became Disabled.

                                    ARTICLE 9
                                SURVIVOR BENEFITS

                  9.1. Death of Participant Prior to the Commencement of
Benefits. In the event of a Participant's death prior to the commencement of
benefits in accordance with Article 7, benefits shall be paid to the
Participant's Beneficiary, as determined under Section 12.4, pursuant to Section
9.2 or 9.3, whichever is applicable, in lieu of any benefits otherwise payable
under the Plan to or on behalf of such Participant.

                  9.2. Survivor Benefits Under the Retirement Distribution
Option. In the case of a Participant with respect to whom the Company has
established a Retirement Distribution Account, and who dies prior to the
commencement of benefits under such Retirement Distribution Account pursuant to
Section 7.1, distribution of such Retirement Distribution Account shall be made
in the manner and at such time as elected by the Participant in the Enrollment
Agreement pursuant to which such Retirement Distribution Account was established
or as may have been changed by the Participant.

                  9.3. Survivor Benefits Under the In-Service Distribution
Option. In the case of a Participant with respect to whom the Company has
established one or more In-Service Distribution Accounts, and who dies prior to
the date on which such In-Service Distribution Accounts are to be paid pursuant
to Section 7.2, distribution of such In-Service Distribution Accounts shall be
made at such time and in such form as irrevocably elected by the Participant in
the Enrollment Agreement pursuant to which such In-Service Distribution Accounts
were established.

                  9.4. Death of Participant After Benefits Have Commenced. In
the event a Participant who dies after annual installment benefits payable under
Section 7.1 and/or Section 7.2 from the Participant's Retirement Distribution
Account and/or In-Service Distribution Account has commenced, but before the
entire balance of such Accounts has been paid, any remaining annual installments
shall continue to be paid to the Participant's Beneficiary, subject to Section
11.3, at such times and in such amounts as they would have been paid to the
Participant had he survived.

                                       15
<PAGE>

                                   ARTICLE 10
                                EMERGENCY BENEFIT

                  10.1. In the event that the Plan Administrator, upon written
request of a Participant, determines, in its sole discretion, that the
Participant has suffered an unforeseeable financial emergency, the Company shall
pay to the Participant from his Distribution Option Account, as soon as
practicable following such determination, an amount necessary to meet the
emergency, after deduction of any and all taxes as may be required pursuant to
Section 12.10 (the "Emergency Benefit"). For purposes of this Plan, an
unforeseeable financial emergency is an unexpected need for cash arising from an
illness, casualty loss, sudden financial reversal, or other such unforeseeable
occurrence. Cash needs arising from foreseeable events such as the purchase of a
house or education expenses for children shall not be considered to be the
result of an unforeseeable financial emergency. Emergency Benefits shall be paid
first from the Participant's In-Service Distribution Accounts, if any, to the
extent the balance of one or more of such InService Distribution Accounts is
sufficient to meet the emergency, in the order in which such Accounts would
otherwise be distributed to the Participant. If the distribution exhausts the
InService Distribution Accounts, the Retirement Distribution Account may be
accessed. With respect to that portion of any Distribution Option Account which
is distributed to a Participant as an Emergency Benefit in accordance with this
Article 10, no further benefit shall be payable to the Participant under this
Plan. Notwithstanding anything in this Plan to the contrary, a Participant who
receives an Emergency Benefit in any Plan Year shall not be entitled to make any
further deferrals for the remainder of such Plan Year. It is intended that the
Plan Administrator's determination as to whether a Participant has suffered an
"unforeseeable financial emergency" shall be made consistent with the
requirements under section 457(d) of the Code.

                                   ARTICLE 11
                            ACCELERATED DISTRIBUTION

                  11.1. Availability of Withdrawal Prior to Retirement. Upon the
Participant's written election, the Participant may elect to withdraw all or a
portion of the Participant's Distribution Option Account at any time prior to
the time such Distribution Option Account otherwise becomes payable under the
Plan, provided the conditions specified in Section 11.3, Section 11.4. and
Section 11.5 are satisfied.

                  11.2. Acceleration of Periodic Distributions. Upon the
Participant's written election, the Participant or Participant's Beneficiary who
is receiving annual installment payments under the Plan may elect to have all or
a percentage of the remaining annual installments distributed in the form of an
immediately payable lump sum, provided the condition specified in Section 11.3
is satisfied.

                                       16
<PAGE>

                  11.3. Forfeiture Penalty. In the event of a withdrawal
pursuant to Section 11.1, or an accelerated distribution pursuant to Section
11.2, the Participant shall forfeit from his Distribution Option Account from
which the withdrawal is made an amount equal to 10% of the amount of the
withdrawal or accelerated distribution, as the case may be. The forfeited amount
shall be deducted from the applicable Distribution Option Account prior to
giving effect to the withdrawal or acceleration. The Participant and the
Participant's Beneficiary shall not have any right or claim to the forfeited
amount and the Company shall have no obligation whatsoever to the Participant,
the Participant's Beneficiary or any other person with regard to the forfeited
amount.

                  11.4. Minimum Withdrawal. In no event shall the amount
withdrawn in accordance with Section 11.1 be less than 25% of the amount
credited to the Participant's Distribution Option Account immediately prior to
the withdrawal.

                  11.5. Suspension from Deferrals. In the event of a withdrawal
pursuant to Section 11.1, a Participant who is otherwise eligible to make
deferrals under Article 4 shall be prohibited from making any deferrals with
respect to the Plan Year immediately following the Plan Year during which the
withdrawal was made, and any election previously made by the Participant with
respect to deferrals for the Plan Year of the withdrawal shall be void and of no
effect with respect to subsequent deferrals for such Plan Year.

                                   ARTICLE 12
                                  MISCELLANEOUS

                  12.1. Amendment and Termination. The Plan may be amended,
suspended, discontinued or terminated at any time by the Plan Administrator;
provided, however, that no such amendment, suspension, discontinuance or
termination shall reduce or in any manner adversely affect the rights of any
Participant with respect to benefits that are payable or may become payable
under the Plan based upon the balance of the Participant's Accounts as of the
effective date of such amendment, suspension, discontinuance or termination.

                  12.2. Change of Control.

                           (a) Notwithstanding Section 12.1, in the event of a
Change of Control, Brandywine Realty Trust, or its successor, shall have the
discretion, with respect to amounts standing to the credit of Participants'
Distribution Option Accounts, to modify and/or completely override Participants'
elections regarding the timing and/or form of distribution from such
Distribution Option Accounts, including providing for a complete or partial
distribution of all amounts due such Participants in the form of immediate lump
sum payments.

                           (b) In the event of a Change of Control in which
Shares are converted into cash or equity, amounts deemed invested in the
Employer Stock Fund as of such Change of Control shall be deemed to be converted
in the same manner as Shares; provided if holders of Shares are given a choice
between forms of consideration, the amounts deemed invested in the Employer
Stock Fund as of such Change of Control shall be deemed converted into that form
of consideration chosen by the majority of the holders of Shares.

                                       17
<PAGE>

                  12.3. Claims Procedure.

                           (a) Claim. A person who believes that he is being
denied a benefit to which he is entitled under the Plan (hereinafter referred to
as a "Claimant") may file a written request for such benefit with the Plan
Administrator, setting forth the claim.

                           (b) Claim Decision. Upon receipt of a claim, the Plan
Administrator shall advise the Claimant within ninety (90) days of receipt of
the claim whether the claim is denied. If special circumstances require more
than ninety (90) days for processing, the Claimant will be notified in writing
within ninety (90) days of filing the claim that the Plan Administrator requires
up to an additional ninety (90) days to reply. The notice will explain what
special circumstances make an extension necessary and indicate the date a final
decision is expected to be made.

                  If the Claimant does not receive a written denial notice or
notice of an extension within ninety (90) days, the Claimant may consider the
claim denied and may then request a review of denial of the claim, as described
below.

                  If the claim is denied in whole or in part, the Claimant shall
be provided a written opinion, using language calculated to be understood by the
Claimant, setting forth:

                                    (i) The specific reason or reasons for such
denial;

                                    (ii) The specific reference to pertinent
provisions of this Plan on which such denial is based;

                                    (iii) A description of any additional
material or information necessary for the Claimant to perfect his claim and an
explanation why such material or such information is necessary;

                                    (iv) Appropriate information as to the steps
to be taken if the Claimant wishes to submit the claim for review; and

                                    (v) The time limits for requesting a review
under subsection (c) and for review under subsection (d) hereof.

                           (c) Request for Review. Within sixty (60) days after
the receipt by the Claimant of the written opinion described above, the Claimant
may request in writing that the Plan Administrator review its determination. The
Claimant or his duly authorized representative may, but need not, review the
pertinent documents and submit issues and comments in writing for consideration
by the Plan Administrator. If the Claimant does not request a review of the
initial determination within such sixty (60) day period, the Claimant shall be
barred and estopped from challenging the determination.

                           (d) Review of Decision. Within sixty (60) days after
the Plan Administrator's receipt of a request for review, it will review the
initial determination. After considering all materials presented by the
Claimant, the Plan Administrator will render a written opinion, written in a
manner calculated to be understood by the Claimant, setting forth the specific
reasons for the decision and containing specific references to the pertinent
provisions of this Agreement on which the decision is based. If special
circumstances require that the sixty (60) day time period be extended, the Plan
Administrator will so notify the Claimant and will render the decision as soon
as possible, but no later than one hundred twenty (120) days after receipt of
the request for review.

                                       18
<PAGE>

                  12.4. Designation of Benefit. Each Participant may designate a
Beneficiary or Beneficiaries (which Beneficiary may be an entity other than a
natural person) to receive any payments which may be made following the
Participant's death. Such designation may be changed or canceled at any time
without the consent of any such Beneficiary. Any such designation, change or
cancellation must be made in a form approved by the Plan Administrator and shall
not be effective until received by the Plan Administrator, or its designee. If
no Beneficiary has been named, or the designated Beneficiary or Beneficiaries
shall have predeceased the Participant, the Beneficiary shall be the
Participant's estate. If a Participant designates more than one Beneficiary, the
interests of such Beneficiaries shall be paid in equal shares, unless the
Participant has specifically designated otherwise.

                  12.5. Limitation of Participant's Right. Nothing in this Plan
shall be construed as conferring upon any Participant any right to continue in
the employment of the Company, nor shall it interfere with the rights of the
Company to terminate the employment of any Participant and/or to take any
personnel action affecting any Participant without regard to the effect which
such action may have upon such Participant as a recipient or prospective
recipient of benefits under the Plan. Any amounts payable hereunder shall not be
deemed salary or other compensation to a Participant for the purposes of
computing benefits to which the Participant may be entitled under any other
arrangement established by the Employer for the benefit of its employees.

                  12.6. No Limitation on Company Actions. Nothing contained in
the Plan shall be construed to prevent the Company from taking any action which
is deemed by it to be appropriate or in its best interest. No Participant,
Beneficiary, or other person shall have any claim against the Company as a
result of such action.

                  12.7. Obligations to Company. If a Participant becomes
entitled to a distribution of benefits under the Plan, and if at such time the
Participant has outstanding any debt, obligation, or other liability
representing an amount owing to the Employer, then the Employer may offset such
amount owed to it against the amount of benefits otherwise distributable. Such
determination shall be made by the Plan Administrator.

                  12.8. Nonalienation of Benefits. Except as expressly provided
herein, no Participant or Beneficiary shall have the power or right to transfer
(otherwise than by will or the laws of descent and distribution), alienate, or
otherwise encumber the Participant's or Beneficiary's interest under the Plan.
The Company's obligations under this Plan are not assignable or transferable,
except to (a) any corporation or partnership which acquires all or substantially
all of the Company's assets or (b) any corporation or partnership into which the
Company may be merged or consolidated. A Participant's or Beneficiary's interest
under the Plan is not assignable or transferable pursuant to a domestic
relations order. The provisions of the Plan shall inure to the benefit of each
Participant and the Participant's Beneficiaries, heirs, executors,
administrators or successors in interest.

                                       19
<PAGE>

                  12.9. Protective Provisions. Each Participant shall cooperate
with the Company by furnishing any and all information requested by the Company
in order to facilitate the payment of benefits hereunder, taking such physical
examinations as the Company may deem necessary and taking such other relevant
action as may be requested by the Company. If a Participant refuses to
cooperate, the Company shall have no further obligation to the Participant under
the Plan, other than payment to such Participant of the then current balance of
the Participant's Distribution Option Accounts in accordance with his prior
elections.

                  12.10. Taxes. The Company may make such provisions and take
such action as it may deem appropriate for the withholding of any taxes which
the Company is required by any law or regulation of any governmental authority,
whether Federal, state or local, to withhold in connection with any benefits
under the Plan, including, but not limited to, the withholding of appropriate
sums from any amount otherwise payable to the Participant (or his Beneficiary).
Each Participant, however, shall be responsible for the payment of all
individual tax liabilities relating to any such benefits.

                  12.11. Unfunded Status of Plan. The Plan is an "unfunded" plan
for tax and Employee Retirement Income Security Act purposes. This means that
the value of a Participant's Distribution Option Accounts is based on the value
assigned to a hypothetical bookkeeping account, which is invested in
hypothetical shares of investments funds available under the Plan. As the nature
of the investment fund which forms the "index" or "meter" for the valuation of
the bookkeeping account changes, the valuation of the bookkeeping account
changes as well. The amount owed to a Participant is based on the value assigned
to the bookkeeping account. Brandywine Realty Trust may decide to use a "rabbi
trust" to anticipate its potential Plan liabilities, and it may attempt to have
Plan investments mirror the hypothetical investments deemed credited to the
bookkeeping accounts. However, the liability to pay the benefits is Brandywine
Realty Trusts's, and the assets of the rabbi trust are potentially available to
satisfy the claims of non-participant creditors of Brandywine Realty Trust.

                  12.12. Severability. If any provision of this Plan is held
unenforceable, the remainder of the Plan shall continue in full force and effect
without regard to such unenforceable provision and shall be applied as though
the unenforceable provision were not contained in the Plan.

                  12.13. Governing Law. The Plan shall be construed in
accordance with and governed by the laws of the Commonwealth of Pennsylvania,
without reference to the principles of conflict of laws.

                  12.14. Headings. Headings are inserted in this Plan for
convenience of reference only and are to be ignored in the construction of the
provisions of the Plan.


                                       20
<PAGE>


                  12.15. Gender, Singular and Plural. All pronouns and any
variations thereof shall be deemed to refer to the masculine, feminine, or
neuter, as the identity of the person or persons may require. As the context may
require, the singular may read as the plural and the plural as the singular.

                  12.16. Notice. Any notice or filing required or permitted to
be given to the Plan Administrator under the Plan shall be sufficient if in
writing and hand delivered, or sent by registered or certified mail, to
Brandywine Realty Trust, 14 Campus Boulevard, Newtown Square, Pennsylvania,
19073, Attention: Chief Accounting Officer, or to such other entity as the Plan
Administrator may designate from time to time. Such notice shall be deemed given
as to the date of delivery, or, if delivery is made by mail, as of the date
shown on the postmark on the receipt for registration or certification.



                                       21
<PAGE>


                                   APPENDIX A


Participating Companies as of October 1, 2000:

Brandywine Realty Services Corporation



                                       22

