LIBERTY PROPERTY TRUST



                      EMPLOYEE STOCK PURCHASE PLAN



The purpose of the Liberty Property Trust Employee Stock Purchase Plan

is to provide eligible employees of the Company and its subsidiaries an

opportunity to purchase the common shares of beneficial interest in

Liberty Property Trust (the "Company").  The Board of Trustees of the

Company believes that employee participation in stock ownership will be

to the mutual benefit of the employees and the Company.  The Plan must

be approved by the shareholders of the Company within 12 months after

the date on which the Plan is adopted.



                                ARTICLE I

                               Definitions



Sec. 1.01  "Board of Trustees" means the Board of Trustees of the

Company.



Sec. 1.02  "Code" means the Internal Revenue Code of 1986, as amended.

References to specific sections of the Code shall be taken to be

references to corresponding sections of any successor statute.



Sec. 1.03  "Committee" means the committee appointed by the Board of

Trustees to administer the Plan, as provided in Section 5.04.



Sec. 1.04  "Company" means Liberty Property Trust, a Maryland real

estate investment trust, or any successor by merger or otherwise.



Sec. 1.05   "Compensation" means a Participant's base wages, overtime

pay, commissions, cash bonuses, premium pay and shift differential,

before giving effect to any compensation reductions made in connection

with plans described in section 401(k) or 125 of the Code.



Sec. 1.06  "Effective Date" shall mean May 1, 2001.



Sec. 1.07  "Election Date" means each June 1 and January 1 or such

other dates as the Committee shall specify; provided that the first

Election Date for the Plan shall be the Effective Date.



Sec. 1.08  "Eligible Employee" means each employee of the Employer:



      (i) Who is employed by the Employer as an employee (and not as an



independent contractor),



      (ii) Whose customary employment is for more than 20 hours per

week and for more than five months per year,



      (iii) Who is not deemed for purposes of section 423(b)(3) of the

Code to own stock possessing five percent or more of the total combined

voting power or value of all classes of stock of the Company or any

subsidiary, and



      (iv) Who has completed at least 1 year of service with the

Employer, including any period of service with any predecessor business

unit acquired by the Employer (whether by asset purchase, stock

purchase, merger or otherwise).



Sec. 1.09  "Employer" means the Company and each Subsidiary.



Sec. 1.10  "Exchange Act" means the Securities Exchange Act of 1934, as

amended, and as the same may hereafter be amended.



Sec. 1.11  "Market Value" means the last price for the Stock as

reported on the principal market on which the Stock is traded for the

date of reference.  If there was no such price reported for the date of

reference, "Market Value" means the last reported price for the Stock

on the day next preceding the date of reference for which such price

was reported or, if there was no such reported price, the fair market

value as determined by the Committee.



Sec. 1.12  "Participant" means each Eligible Employee who elects to

participate in the Plan.

Sec. 1.13  "Plan" means the Liberty Property Trust Employee Stock

Purchase Plan, as set forth herein and as hereafter amended.



Sec. 1.14  "Plan Year" means each calendar year during which the Plan

is in effect.



Sec. 1.15  "Purchase Agreement" means the instrument prescribed by the

Committee pursuant to which an Eligible Employee may enroll as a

Participant and subscribe for the purchase of shares of Stock on the

terms and conditions offered by the Company.  The Purchase Agreement is

intended to evidence the Company's offer of an option to the Eligible

Employee to purchase Stock on the terms and conditions set forth

therein and herein.



Sec. 1.17  "Purchase Date" means the last day of each Purchase Period.



Sec. 1.18  "Purchase Period" means each six-month period or other

period specified by the Committee, beginning on or after the Effective

Date, during which the Participant's Stock purchase is funded through

payroll deduction accumulations.  The first Purchase Period shall begin

on the Effective Date and continue until December 31, 2001.



Sec. 1.19   "Purchase Price" means the purchase price for shares of

Stock purchased under the Plan, determined as set forth in Section

3.03.



Sec. 1.20  "Stock" means the common shares of beneficial interest,

$.001 par value per share, in the Company.



Sec. 1.21  "Subsidiary" means any present or future corporation which

(i) constitutes a "subsidiary corporation" of the Company as that term

is defined in section 424 of the Code and (ii) is designated as a

participating entity in the Plan by the Committee.





                               ARTICLE II

                       Admission to Participation



Sec. 2.01  Initial Participation.  An Eligible Employee may elect to

participate in the Plan and may become a Participant effective as of

any Election Date, by executing and filing with the Committee a

Purchase Agreement at such time in advance of the Election Date as the

Committee shall prescribe.  The Purchase Agreement shall remain in

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