LIBERTY PROPERTY TRUST



               AMENDED AND RESTATED SHARE INCENTIVE PLAN



                            February 28, 2002





1.  Purpose. The Liberty Property Trust Amended and Restated Share

Incentive Plan (the "Plan") is intended to recognize the contributions

made to Liberty Property Trust (the "Company") by key employees,

consultants and advisors of the Company or an Affiliate (including

employees who are members of the Board of Trustees) of the Company or

any Affiliate, to provide such persons with additional incentive to

devote themselves to the future success of the Company or an Affiliate,

and to improve the ability of the Company or an Affiliate to attract,

retain, and motivate individuals upon whom the Company's sustained

growth and financial success depend, by providing such persons with an

opportunity to acquire or increase their proprietary interest in the

Company through receipt of rights to acquire common shares of

beneficial interest, $.001 par value per share (the "Shares"), in the

Company, and through transfers of Shares subject to conditions of

forfeiture. In addition, the Plan is intended as an additional

incentive to members of the Board of Trustees (the "Trustees") who are

not employees of the Company or an Affiliate to serve on the Board of

Trustees and to devote themselves to the future success of the Company

by providing them with an opportunity to acquire or increase their

proprietary interest in the Company through the receipt of Options to

acquire Shares.



2.  Definitions.  Unless the context clearly indicates otherwise, the

following terms shall have the following meanings:



    (a)  "Affiliate" means a corporation which is a parent corporation

or a subsidiary corporation with respect to the Company within the

meaning of Section 424(e) or (f) of the Code. In addition, "Affiliate"

means any other entity in which the Company owns an interest which

would be an Affiliate as defined in the preceding sentence but for the

fact that such entity is not a corporation. Employees of any such non-

corporate affiliate shall not be granted ISOs under the Plan.



    (b)  "Award" means a grant of Shares subject to conditions of

forfeiture made pursuant to the terms of the Plan.



    (c)  "Award Agreement" means the agreement between the Company and

a Grantee with respect to an Award made pursuant to the Plan.



    (d)  "Awardee" means a person to whom an Award has been granted

pursuant to the Plan.



    (e)  "Board of Trustees" means the Board of Trustees of the

Company.



    (f)  "Change of Control" has the meaning as set forth in Section 10

of the Plan.



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



    (h)  "Committee" has the meaning set forth in Section 3 of the

Plan.



    (i)  "Company" means Liberty Property Trust, a Maryland real estate

investment trust.



    (j)  "Disability" has the meaning set forth in Section 22(e)(3) of

the Code.



    (k)  "Fair Market Value" has the meaning set forth in Subsection

8(b) of the Plan.



    (l)  "Grantee" means a person to whom an Option or an Award has

been granted pursuant to the Plan.



    (m)  "ISO" means an Option granted under the Plan which is intended

to qualify as an "incentive stock option" within the meaning of Section

422(b) of the Code.



    (n)  "Non-employee Trustee " means a member of the Board of

Trustees who is not an employee of the Company or an Affiliate and who

qualifies both as a "non-employee director" as that term is used in

Rule 16b-3 and as an "outside director" as that term is used in

applicable IRS regulations promulgated under Code Section 162(m).



    (o)  "Non-qualified Stock Option" means an Option granted under the

Plan which is not intended to qualify, or otherwise does not qualify,

as an "incentive stock option" within the meaning of Section 422(b) of

the Code.



    (p)  "Option" means either an ISO or a Non-qualified Stock Option

granted under the Plan.



    (q)  "Optionee" means a person to whom an Option has been granted

under the Plan, which Option has not been exercised and has not expired

or terminated.



    (r)  "Option Document" means the document described in Section 8 or

Section 9 of the Plan, as applicable, which sets forth the terms and

conditions of each grant of Options.



    (s)  "Option Price" means the price at which Shares may be

purchased upon exercise of an Option, as calculated pursuant to

Subsection 8(b) or Subsection 9(a) of the Plan.



    (t)  "Restricted Share" means a Share subject to conditions of

forfeiture and transfer granted to any person pursuant to an Award

under the Plan.



    (u)  "Retirement" shall mean a termination of an Optionee's

employment or services for the Company or an Affiliate at any time

after such Optionee has (i) reached age 65, (ii) attained age 55 with

at least 10 years of employment or services for the Company or an

Affiliate, or (iii) attained an age of 55 or greater which when

combined with the Optionee's years of employment or services for the

Company or an Affiliate equals 65, provided that the Compensation

Committee determines in its sole discretion that the Optionee/Awardee

has retired while in good standing.



    (v)  "Rule 16b-3" means Rule 16b-3 promulgated under the Securities

Exchange Act of 1934, as amended, or any successor rule.



    (w)  "Section 16 Officer" means any person who is an "officer"

within the meaning of Rule 16a-1(f) promulgated under the Securities

Exchange Act of 1934, as amended, or any successor rule.



    (x)  "Shares" means the shares of beneficial interest, $.01 par

value per share, of the Company.



    (y)  "Trustee" means a member of the Board of Trustees.

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