EIGHTH AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

FINAL

EIGHTH AMENDMENT
TO
SECOND RESTATED AND AMENDED
AGREEMENT OF LIMITED PARTNERSHIP
OF
LIBERTY PROPERTY LIMITED PARTNERSHIP

      This Eighth Amendment to the Second Restated and Amended Agreement of Limited Partnership , dated as of August 21, 2007 (this “ Amendment ”), is entered into by LIBERTY PROPERTY TRUST, a Maryland real estate investment trust, as general partner (the “ General Partner ”) of LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership (the “ Partnership ”), for itself and on behalf of the limited partners of the Partnership, and Belmar Realty Corporation, a Delaware corporation (“ Belmar ”), Belport Realty Corporation, a Delaware corporation (“ Belport ”), Belrose Realty Corporation, a Delaware corporation (“ Belrose ”), Belshire Realty Corporation, a Delaware corporation (“ Belshire ”), Belterra Realty Corporation, a Delaware corporation (“ Belterra ”), and Beldore Realty Corporation, a Delaware corporation (“ Beldore ”, and each of Belmar, Belport, Belrose, Belshire and Belterra a “ Series H Preferred Partner ” and, collectively, the “ Series H Preferred Partners ”).

      Whereas , Section 4.2(a) of the Second Restated and Amended Agreement of Limited Partnership of the Partnership, as amended by that certain First Amendment to the Second Restated and Amended Agreement of Limited Partnership, dated as of July 28, 1999, that certain Second Amendment to the Second Restated and Amended Agreement of Limited Partnership, dated as of April 18, 2000, that certain Third Amendment to the Second Restated and Amended Agreement of Limited Partnership, dated as of June 10, 2002, that certain Fourth Amendment to the Second Restated and Amended Agreement of Limited Partnership, dated as of September 1, 2004, that certain Fifth Amendment to the Second Restated and Amended Agreement of Limited Partnership, dated as of June 16, 2005, and that certain Sixth Amendment to the Second Restated and Amended Agreement of Limited Partnership, dated as of June 30, 2005 (as amended), that certain Seventh Amendment to the Second Restated and Amended Agreement of Limited Partnership, dated as of December 15, 2006 (collectively, as amended, the “ Partnership Agreement ”), authorizes the General Partner to cause the Partnership to issue additional Partnership Units in one or more classes or series, with such designations, preferences and relative, participating, optional or other special rights, powers and duties as shall be determined by the General Partner, subject to the provisions of such section; and

      Whereas , pursuant to the authority granted to the General Partner pursuant to Sections 4.2(a) and 14.1(b) of the Partnership Agreement, the General Partner desires to amend the Partnership Agreement (i) to establish a new class of Partnership Units, the “Series H Preferred Units” (as hereinafter defined), and to set forth the designations, rights, powers, preferences and duties of such Series H Preferred Units, (ii) to issue the Series H Preferred Units to each of the Series H Preferred Partners as set forth in Annex A to this Amendment and admit each of the Series H Preferred Partners as an Additional Limited Partner and (iii) to make certain other changes to the Partnership Agreement.

      Now, therefore , in consideration of good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the General Partner hereby amends the Partnership Agreement as follows:

      Section 1. Definitions . For purposes of this Amendment, the term “ Parity Preferred Units ” shall be used to refer to any class or series of Partnership Interests of the Partnership now or hereafter authorized, issued or outstanding expressly designated by the Partnership to rank on a parity with Series H Preferred Units with respect to distributions and rights upon voluntary or involuntary liquidation, winding-up or dissolution of the Partnership including, without limitation, the “7.45% Series B Cumulative Redeemable Preferred Partnership Interests,” the “7.625% Series D Cumulative Redeemable Preferred Partnership Interests,” the “7.00% Series E Cumulative Redeemable Preferred Partnership Interests”, the “6.65% Series F Cumulative Redeemable Preferred Partnership Interests,” and the “6.70% Series G Cumulative Redeemable Preferred Partnership Interests.” The term “ Priority Return ” shall mean an amount equal to 7.40% per annum, as the same may be adjusted pursuant to Section 3(a) below, determined on the basis of a 360 day year of twelve (12) 30-day months (and for any period shorter than a full quarterly period for which distributions are computed, the amount of the distribution payable will be computed based on the ratio of the actual number of days elapsed in such period to ninety (90) days), cumulative to the extent not distributed for any given distribution period pursuant to Section 6.2 of the Partnership Agreement, of the stated value of $25 per Series H Preferred Unit, commencing on the date of issuance of such Series H Preferred Unit. The term “ Subsidiary ” shall mean with respect to any person, any corporation, partnership, limited liability company, joint venture or other entity of which a majority of (i) voting power of the voting equity securities or (ii) the outstanding equity interests, is owned, directly or indirectly, by such person. The term “ PTP ” shall mean a “publicly traded partnership” within the meaning of Section 7704 of the Internal Revenue Code (the “ Code ”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Partnership Agreement.

      Section 2. Designation and Number . A series of Partnership Interests in the Partnership designated as the “7.40% Series H Cumulative Redeemable Preferred Partnership Interests” (the “ Series H Preferred Units ”) is hereby established. The maximum number of Series H Preferred Units shall be 4,000,000.

      Section 3.

      (a) Payment of Distributions . Subject to the rights of holders of Parity Preferred Units and holders of Partnership Interests ranking senior to the Series H Preferred Units as to payment of distributions, pursuant to Section 6.2 of the Partnership Agreement, holders of Series H Preferred Units will be entitled to receive, when, as and if declared by the Partnership acting through the General Partner, out of Net Operating Cash Flow, cumulative preferential cash distributions at the rate per annum of 7.40% of the original Capital Contribution per Series H Preferred Unit (the “ Issuance Rate ”). All distributions shall be cumulative, shall accrue from the original date of issuance and will be payable (i) quarterly in arrears, on or before March 31, June 30, September 30 and December 31 of each year commencing on the first such date to occur after the original date of issuance, and, (ii), in the event of (A) an exchange of Series H Preferred Units into Series H Preferred Shares, or (B) a redemption of Series H Preferred Units, on the exchange date

or redemption date, as applicable (each a “ Preferred Unit Distribution Payment Date ”). The amount of the distribution payable for any period will be computed on the basis of a 360-day year of twelve (12) 30-day months and for any period shorter than a full quarterly period for which distributions are computed, the amount of the distribution payable will be computed based on the ratio of the actual number of days elapsed in such period to ninety (90) days. If any date on which distributions are to be made on the Series H Preferred Units is not a Business Day (as such term is defined herein), then payment of the distribution to be made on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Distributions on the Series H Preferred Units will be made to the holders of record of the Series H Preferred Units on the relevant record dates to be fixed by the Partnership acting through the General Partner, which record dates shall in no event exceed fifteen (15) Business Days prior to the relevant Preferred Unit Distribution Payment Date (the “ Preferred Unit Partnership Record Date ”).

      (b) Distributions Cumulative . Distributions on the Series H Preferred Units will accrue whether or not the terms and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness at any time prohibit the declaration, setting aside for payment or current payment of distributions, whether or not the Partnership has earnings, whether or not there are funds legally available for the payment of such distributions and whether or not such distributions are authorized. Accrued but unpaid distributions on the Series H Preferred Units will accumulate as of the Preferred Unit Distribution Payment Date on which they first become payable. Distributions on account of arrears for any past distribution periods may be declared and paid at any time, without reference to a regular Preferred Unit Distribution Payment Date to holders of record of the Series H Preferred Units on the record date fixed by the Partnership acting through the General Partner, which date shall not exceed fifteen (15) Business Days prior to the payment date. Accumulated and unpaid distributions will not bear interest.

      (c) Priority as to Distributions .

     (i)      So long as any Series H Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interest of the Partnership ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series H Preferred Units (collectively, “ Junior Units ”), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series H Preferred Units, any Parity Preferred Units or any Junior Units, unless, in each case, all distributions accumulated on all Series H Preferred Units and all classes and series of outstanding Parity Preferred Units have been paid in full or a sum sufficient for such full payment has been irrevocably deposited in trust for immediate payment. The foregoing sentence will not prohibit (a) distributions

payable solely in Junior Units, (b) the conversion of Junior Units or Parity Preferred Units into Partnership Interests of the Partnership ranking junior to the Series H Preferred Units as to distributions and rights upon the voluntary or involuntary liquidation, dissolution or winding up of the Partnership, (c) the redemption of Partnership Interests corresponding to any Series H Preferred Shares, Parity Preferred Shares or Junior Shares to be purchased by the General Partner pursuant to Article VII of the Amended and Restated Declaration of Trust of the General Partner (as amended and modified through the date hereof, the “ Charter ”) to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding purchase pursuant to Article VII of the Charter or (d) the foreclosure by the Partnership on the Partnership Interests constituting the Indemnity Collateral and/or the Special Indemnity Collateral (as such term is defined in Section 13.3 of the Partnership Agreement).

     (ii)      So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably deposited in trust for immediate payment) upon the Series H Preferred Units, all distributions authorized and declared on the Series H Preferred Units and all classes or series of outstanding Parity Preferred Units shall be authorized and declared so that the amount of distributions authorized and declared per Series H Preferred Unit and such other classes or series of Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series H Preferred Unit and such other classes or series of Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Preferred Units do not have cumulative distribution rights) bear to each other. No interest or any sum of money in lieu of interest shall be payable in respect of any distribution, payment or payments on Series H Preferred Units which may be in arrears.

      (d) No Further Rights . Holders of Series H Preferred Units shall not be entitled to any distributions, whether payable in cash, other property or otherwise, in excess of the full cumulative distributions described herein.

      Section 4. Allocations . Section 1 of Exhibit C to the Partnership Agreement is hereby deleted and replaced by the following:

      (a) Net Income . Except as otherwise provided herein, Net Income for any fiscal year or other applicable period shall be allocated in the following order and priority:

     (i)      first, to the General Partner to the extent of Net Loss previously allocated to the General Partner pursuant to Section 1(b)(iii) below for all prior fiscal years or other applicable periods exceed Net Income previously allocated to the General Partner pursuant to this Section 1(a)(i) for all prior fiscal years or other applicable periods;

     (ii)      second, to Partners holding any Partnership Interests that are entitled to any preference in distribution to the extent that Net Loss previously allocated to such holders pursuant to Section l(b)(ii) below for all prior fiscal years or other applicable periods exceeds Net Income previously allocated to such Partners pursuant to this Section 1(a)(ii) for all prior fiscal years or other applicable periods;

     (iii)      third, to Partners holding Partnership Interests of a class not entitled to preference in distribution to the extent that Net Loss previously allocated to such holders pursuant to Section 1(b)(i) below for all prior fiscal years or other applicable periods exceeds Net Income previously allocated to such holders pursuant to this Section 1(a)(iii) for all prior fiscal years or other applicable periods;

     (iv) fourth, to Partners holding any Partnership Interests that are entitled to any preference in distribution in accordance with the rights of any such class of Partnership Interests until each such Partnership Interest has been allocated, Net Income equal to the excess of (A) the cumulative amount of preferred distributions such Partners are entitled to receive to the last day of the current fiscal year or other applicable period or to the date of redemption, to the extent such Partnership Interests are redeemed during such period, over (B) the cumulative Net Income allocated to such Partners, pursuant to this Section 1(a)(iv) for all prior fiscal years or other applicable periods (and, within each such class, pro rata in proportion to the respective share of such Partnership Interests each Partner holds as of the last day of the period for which such allocation is being made); and

     (v) fifth, with respect to Partnership Interests that are not entitled to any preference in the allocation of Net Income, pro rata to each such class in accordance with the terms of such class (and, within each such class, pro rata in proportion to each Partner’s respective share of such Partnership Interests as of the last day of the period for which such allocation is being made).

Provided, further, that the holders of the Series E Preferred Units, Series F Preferred Units, Series G Preferred Units and Series H Preferred Units shall be allocated an amount of the net “rents from real property” (within the meaning of Sec. 856(d) of the Code) of the Partnership equal to all amounts paid or accrued with respect to the Series E Preferred Units, Series F Preferred Units, Series G Preferred Units, and Series H Preferred Units, respectively, pursuant to Section 3.(a) of the Fifth Amendment to the Second Restated and Amended Agreement of Limited Partnership, dated as of June 16, 2005, Section 3.(a) of the Sixth Amendment to the Second Restated and Amended Agreement of Limited Partnership, dated as of June 30, 2005 (as amended), Section 3.(a) of the Seventh Amendment to the Second Restated and Amended Agreement of Limited Partnership, dated as of December 15, 2006, and Section 3.(a) of this Amendment, respectively, with respect to such fiscal year or other period in lieu of any allocation of Net Income or Net Loss under this Section 1 and the amount of Net Income and Net Loss of the Partnership for any fiscal year or other period shall be computed after taking into account the special allocation of such net income to the holders of the Series E Preferred Units,

Series F Preferred Units, Series G Preferred Units and Series H Preferred Units, provided that the amount of net “rents from real property” that are allocated to the holders of the Series E Preferred Units, Series F Preferred Units, Series G Preferred Units and Series H Preferred Units with respect to any fiscal year or other period shall not exceed the amount of Net Income that would have been allocated to such holders under this Section 1 had the foregoing allocations of net “rents from real property” not been included in the Partnership Agreement.

      (b) Net Loss . Except as otherwise provided herein, Net Loss for any fiscal year or other applicable period shall be allocated in the following order and priority:

     (i)      first, with respect to classes of Partnership Interests that are not entitled to any preference in distribution (including the General Partner Interest), pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to each Partner’s respective share of such Partnership Interests as of the last day of the period for which such allocation is being made) until the Adjusted Capital Account (ignoring for this purpose any amounts a Partner is obligated to contribute to the capital of the Partnership or is deemed obligated to contribute pursuant to Regulations Section 1.704-1(b)(2)(ii)(c)(2)) of each Partner with respect to such Partnership Interests is reduced to zero;

     (ii)      second, to the Partners holding any Partnership Interests that are entitled to any preference in distribution in accordance with the rights of any such class of Partnership Interests (and, if there is more than one class of such Partnership Interests, then in the reverse order of their preference in distribution), until the Adjusted Capital Account (modified in the same manner as in clause (i)) of each such Partner with respect to such Partnership Interests is reduced to zero; and

     (iii)      third, to the General Partner.

     To the extent permitted under Section 704 of the Code, solely for purposes of allocating Net Income or Net Loss in any taxable year (or a portion thereof) to Partners holding Series B Preferred Units, Series D Preferred Units, Series E Preferred Units, Series F Preferred Units, Series G Preferred Units or Series H Preferred Units pursuant to this Section 1, items of Net Income or Net Loss, as the case may be, shall not include Depreciation with respect to properties that are “ceiling limited” in respect of holders of Series B Preferred Units, Series D Preferred Units, Series E Preferred Units, Series F Preferred Units, Series G Preferred Units or Series H Preferred Units. For purposes of the preceding sentence, Partnership property shall be considered “ceiling limited” in respect of a holder of Series B Preferred Units, Series D Preferred Units, Series E Preferred Units, Series F Preferred Units, Series G Preferred Units or Series H Preferred Units if Depreciation attributable to such Partnership property which would otherwise be allocable to such Partner, without regard to this paragraph, exceeds depreciation determined for federal income tax purposes attributable to such Partnership property which would otherwise be allocable to such holder by more than 5%. Notwithstanding the foregoing sentences in this paragraph, in applying this paragraph, the General Partner may, in its discretion for administrative ease and convenience, calculate Net Income or Net Loss in any taxable year (or a

portion thereof) allocable to the Partners holding Series B Preferred Units, Series D Preferred Units, Series E Preferred Units, Series F Preferred Units, Series G Preferred Units or Series H Preferred Units by excluding Depreciation with respect to all properties of the Partnership. The parties intend hereunder that the aggregate Capital Account balance of the holders of Series B Preferred Units, Series D Preferred Units, Series E Preferred Units, Series F Preferred Units, Series G Preferred Units or Series H Preferred Units at any date shall not exceed the amount of the original Capital Contribution of such holder plus the cumulative Priority Return, whether or not declared, to the extent not previously distributed.

      Section 5. Liquidation Proceeds .

      (a) Upon any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Partnership, distributions on the Series H Preferred Units shall be made in accordance with Section 8.2 of the Partnership Agreement.

      (b) Notice . Written notice of any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by (i) fax and (ii) by first class mail, postage prepaid, not less than twenty (20) and not more than sixty (60) days prior to the payment date stated therein, to each record holder of the Series H Preferred Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership.

      (c) No Further Rights . After payment of the full amount of the liquidating distributions to which they are entitled, the ho