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

Limited Partnership Agreement

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LIBERTY PROPERTY TRUST | Belair Real Estate Corporation, | Belrose Realty Corporation,

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Title: FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LIBERTY PROPERTY LIMITED PARTNERSHIP
Date: 9/2/2004

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FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT

OF LIMITED PARTNERSHIP OF LIBERTY PROPERTY LIMITED PARTNERSHIP

THIS FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT

OF LIMITED PARTNERSHIP OF LIBERTY PROPERTY LIMITED PARTNERSHIP (as amended, the

"PARTNERSHIP AGREEMENT"), dated as of August 31, 2004 (this "AMENDMENT"), is

executed by Liberty Property Trust, a Maryland real estate investment trust (the

"COMPANY"), as the General Partner, and on behalf of the existing Limited

Partners, of Liberty Property Limited Partnership, a Pennsylvania limited

partnership (the "PARTNERSHIP"), Belcrest Realty Corporation, a Delaware

corporation ("BELCREST"), Belrose Realty Corporation, a Delaware corporation

("BELROSE") and Belair Real Estate Corporation, a Delaware corporation

("Belair"; and each of Belcrest, Belrose and Belair a "SERIES B PREFERRED

PARTNER" and, collectively, the "SERIES B PREFERRED PARTNERS"). Capitalized

terms used herein but not defined herein shall have the respective definitions

ascribed to such terms in the Partnership Agreement.

W I T N E S S E T H:

WHEREAS, the Partnership and the Series B Preferred Partners desire

to (i) amend the terms of the Series B Preferred Units to provide that, from and

after August 31, 2004, the Series B Priority Return that accrues on such Series

B Preferred Units shall accrue at the rate per annum of 7.45%, and (ii) amend

certain other terms from and after the date hereof, as set forth herein;

WHEREAS, the Series B Preferred Units were established by that

certain First Amendment to the Second Amended and Restated Agreement of Limited

Partnership of Liberty Property Limited Partnership (the "FIRST AMENDMENT"),

dated as of July 28, 1999; and

WHEREAS, the parties hereto desire to cause the Articles

Supplementary attached hereto as Exhibit A (the "ARTICLES SUPPLEMENTARY"; and,

together with the Partnership Agreement, the "AMENDED DOCUMENTS"), which

Articles Supplementary reclassify the Company's 9.25% Series B Cumulative

Redeemable Preferred Stock as 7.45% Series B Cumulative Redeemable Preferred

Stock (the "SERIES B PREFERRED STOCK"), to be filed with the State Department of

Assessments and Taxation of Maryland (the "SDAT"), as set forth herein.

NOW, THEREFORE, in consideration of the foregoing, of the mutual

promises set forth herein, and of other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the parties hereto,

intending to be legally bound, agree to continue the Partnership and amend the

Amended Documents as follows:

1. Partnership Agreement. The Partnership Agreement is hereby

amended as follows:

(a) The definition of "Priority Return" in Section 1 of the First

Amendment is hereby amended by deleting the term "9.25%" therein and inserting

the term "7.45%" in lieu thereof.

(b) The definition of "Series B Preferred Units" in Section 2 of

the First Amendment is hereby amended by deleting the term "9.25%" therein and

inserting the term "7.45%" in lieu thereof.

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First Amendment is hereby amended by deleting the term "9.25%" therein and

inserting the term "7.45%" in lieu thereof.

(d) Section 3(a)(v) of the First Amendment is hereby amended by

adding the following new sentence to the end of such Section 3(a)(v): "For the

distribution payment for the quarterly period ending September 30, 2004, which

payment shall be calculated on the basis of a ninety (90) day period, with

respect to fifty-nine (59) days of such period, such payment shall be calculated

at the rate per annum of 9.25% and with respect to thirty-one (31) days of such

period, such payment shall be calculated at the rate per annum of 7.45%."

(e) Section 6(a) of the First Amendment is hereby amended by

deleting the phrase "the fifth (5th) anniversary of the issuance date" from the

first sentence therein and inserting the phrase "August 31, 2009" in lieu

thereof.

(f) Section 7 of the First Amendment is hereby amended by adding

the following new subsection (c) thereto:

"(c) Certain Additional Voting Rights. So long as any Series B

Preferred Units remain outstanding, the General Partner shall not,

without the affirmative vote of the holders of at least two-thirds

(2/3) of the Series B Preferred Units outstanding at the time, (i)

consummate any transaction or series of transactions which would

result in a Change of Control of the General Partner or the

Partnership, (ii) consummate any transaction or series of

transactions which would result in the common shares of the General

Partner or any successor entity of the General Partner ceasing to be

listed on at least one of the New York Stock Exchange, the American

Stock Exchange or the NASDAQ National Market (or, in each case, a

successor thereto) or (iii) elect not to qualify for taxation as a

real estate investment trust under Section 856 et seq. of the Code.

For the purposes of this Section 7(c), "Change of Control" shall

mean: (i) any sale or other disposition of all or substantially all

of the assets of the Partnership or the General Partner, as the case

may be, to an entity that is not an Affiliate of the General

Partner; or (ii) any consolidation, amalgamation, merger, business

combination, share exchange, reorganization or similar transaction

involving the Partnership or the General Partner, as the case may

be, pursuant to which the Partners of the Partnership or the

shareholders of the General Partner, as the case may be, immediately

prior to the consummation of such transaction will own less than a

majority of the equity interest in the entity surviving such

transaction. If the requisite holders of the Series B Preferred

Units fail to approve any of the General Partner actions specified

in clauses (i), (ii) or (iii) of the first sentence of this Section

7(c) (each a "MANDATORY REDEMPTION EVENT") the Partnership shall

redeem, on the date such Mandatory Redemption Event is consummated

or otherwise becomes effective, all of the Series B Preferred Units

outstanding at a redemption price, payable in cash, equal to the

Capital Account balance of the holders of the Series B Preferred

Units or, if greater, the original Capital Contribution of such

holders plus the current Series B Priority Return, whether or not

declared, to the date of such redemption to the extent not

previously distributed; provided, however, that notwithstanding any

provision hereof to the contrary, the actions specified in clause

(i) of the first sentence of this Section 7(c) shall not constitute

a Mandatory Redemption Event if, on or prior to the date of the

consummation of such transaction or transactions, a "nationally

recognized statistical rating organization" (as such term is defined

for purposes of Rule 436(g)(2)

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promulgated under the Securities Act) shall have affirmed the rating

accorded the senior unsecured debt of the General Partner

immediately prior to the public announcement of such transaction or

transactions, or shall have upgraded such rating (or, if the General

Partner is not the surviving entity in such transaction or

transactions, affirmed that the rating of the securities of the

successor to the General Partner shall be at least equal to the

rating accorded the securities of the General Partner immediately

prior to the public announcement of such transaction or

transactions). The date of such redemption shall be the date of the

Mandatory Redemption Event."

(g) Section 9(a)(i) of the First Amendment is hereby amended by

(x) deleting the phrase "the tenth (10th) anniversary of the issuance date" from

the first sentence therein and inserting the phrase "August 31, 2013" in lieu

thereof, (y) deleting the term "9.25%" from the definition of "Series B

Preferred Shares" and inserting the term "7.45%" in lieu thereof and (z)

deleting the phrase "the tenth (10th) anniversary of the issuance date and after

the third (3rd) anniversary thereof" from the second sentence therein and

inserting the phrase "August 31, 2013" in lieu thereof.

(h) Except as amended by the provisions hereof, the Partnership

Agreement, as previously amended, shall remain in full force and effect in

accordance with its terms; provided, however, that to the extent there shall be

a conflict between the provisions of the Partnership Agreement and this

Amendment, this Amendment shall prevail. The Partnership Agreement, as amended

hereby, is hereby ratified, confirmed and reaffirmed by the undersigned for all

purposes and in all respects. Except as otherwise provided herein, all

references to the Partnership Agreement in any document relating to the Series B

Preferred Partners shall mean the Partnership Agreement, as amended hereby.

2. The parties hereto hereby request the Company, and the Company

hereby agrees, to file with the State Dept. of Assessment and Taxation of the

State of Maryland the Articles Supplementary. The preferences, conversion and

other rights, voting powers, restrictions, limitations as to dividends and other

distributions, qualifications and terms and conditions of redemption of the

Series B Preferred Stock, as set forth in the Articles Supplementary, shall be

effective at the earliest time possible in accordance with applicable law. The

Articles Supplementary shall be filed with the SDAT as soon as reasonably

practicable and in any event no later than September 15, 2004.

3. The Partnership hereby agrees that the obligations of the

Partnership contained in Section 4(d) and Section 4(i) of that certain

Contribution Agreement, dated as of July 28, 1999, by and among Belcrest,

Belair, the Partnership and the Company shall be extended through December 31,

2004.

4. As soon as reasonably practicable following the execution of

this Amendment by the Series B Partners, such Series B Partners shall return to

the Partnership all of the certificates representing the Series B Preferred

Units outstanding immediately prior to the date of this amendment. As soon as

reasonably practicable following the receipt by the Partnership of such

certificates, the Partnership shall issue new certificates to reflect the terms

of Series B Preferred Units.

5. Each of the Series B Preferred Partners makes the following

representations and warranties to the Partnership and the Company as of the date

hereof:

(a) Such Series B Preferred Partner is duly organized and validly

existing under the laws of the state of its organization and has been duly

authorized by all necessary and appropriate action to enter into this Amendment

and to consummate the transactions contemplated herein and the individuals

executing this Amendment on behalf of such Series B Preferred Partner have been

duly authorized by all necessary and appropriate action on behalf of such Series

B Preferred Partner. Assuming the due

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execution and delivery hereof by the Company and the General Partner, this

Amendment is a valid and binding obligation of such Series B Preferred Partner,

enforceable against such Series B Preferred Partner in accordance with its

terms, except insofar as enforceability may be affected by bankruptcy,

insolvency or similar laws affecting creditor's rights generally and the

availability of any particular equitable remedy.

(b) Neither the execution nor the delivery of this Amendment nor

the consummation of the transactions contemplated herein nor fulfillment of or

compliance with the terms and conditions hereof (a) conflict with or will result

in a breach of any of the terms, conditions or provisions of (i) the articles of

incorporation, bylaws or other organizational documents of such Series B

Preferred Partner or (ii) any agreement, order, judgment, decree, arbitration

award, statute, regulation or instrument to which such Series B Preferred

Partner is a party or by which it or its assets are bound, or (b) constitutes or

will constitute a breach, violation or default under any of the foregoing. No

consent or approval, authorization, order, regulation or qualification of any

governmental entity or any other person is required for the execution and

delivery of this Amendment and the consummation of the transactions contemplated

hereby by such Series B Preferred Partner.

Preference Units issued pursuant to the Contribution Agreement and the First

Amendment.

(d) Each of the Series B Preferred Partners is an "accredited

investor" within the meaning of Regulation D under the Securities Act and has

knowledge and experience in financial and business matters such that it is

capable of evaluating the merits and risks of entering into this Amendment. In

entering into this Amendment, each of the Series B Preferred Partners is relying

upon the advice of its own personal, legal and tax advisors with respect to the

tax and other aspects of this Amendment.

6. Each of the Partnership and the Company (each a "LIBERTY

ENTITY") makes the following representations and warranties to each of the

Series B Preferred Partners as of the date hereof:

(a) Such Liberty Entity is duly organized and validly existing

under the laws of the state of its organization and has been duly authorized by

all necessary and appropriate action to enter into this Amendment and to

consummate the transactions contemplated herein and the individuals executing

this Amendment on behalf of such Liberty Entity have been duly authorized by all

necessary and appropriate action on behalf of such Liberty Entity. Assuming the

due execution and delivery hereof by the Series B Preferred Partner, this

Amendment is a valid and binding obligation of such Liberty Entity, enforceable

against such Liberty Entity in accordance with its terms (except, with respect

to the Company, such enforceability is limited to the terms of Sections 1(e) and

1(f) hereof), except insofar as enforceability may be affected by bankruptcy,

insolvency or similar laws affecting creditor's rights generally and the

availability of any particular equitable remedy.

(b) Neither the execution nor the delivery of this Amendment nor

the consummation of the transactions contemplated herein nor fulfillment of or

compliance with the terms and conditions hereof (a) conflict with or will result

in a breach of any of the terms, conditions or provisions of (i) the articles of

incorporation, bylaws or other organizational documents of such Liberty Entity

or (ii) any agreement, order, judgment, decree, arbitration award, statute,

regulation or instrument to which such Liberty Entity is a party or by which it

or its assets are bound, or (b) constitutes or will constitute a breach,

violation or default under any of the foregoing. No consent or approval,

authorization, order, regulation or qualification of any governmental entity or

any other person is required for the execution and delivery of this Amendment

and the consummation of the transactions contemplated hereby by such Liberty

Entity.

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7. The parties agree to cooperate with either other in

effectuating the transactions described herein and agree to execute such further

documents and instruments as may reasonably be required to effectuate the

transactions described herein.

8. This Amendment shall be binding upon and shall inure to the

benefit of the parties hereto, their respective legal representatives,

successors and assigns.

9. This Amendment may be executed in counterparts, all of which

together shall constitute one agreement binding on all the parties hereto,

notwithstanding that all such parties are not signatories to the original or the

same counterpart.

10. This Amendment shall be effective on and after August 31,

2004.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK.]

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment

as of the date first written above.

LIBERTY PROPERTY TRUST

By:

---------------------------------

Name:

Title:

BELCREST REALTY CORPORATION

By:

---------------------------------

Name:

Title:

BELROSE REALTY CORPORATION

By:

---------------------------------

Name:

Title:

BELAIR REAL ESTATE CORPORATION

By:

---------------------------------

Name:

Title:

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EXHIBIT A

LIBERTY PROPERTY TRUST

ARTICLES SUPPLEMENTARY

3,800,000 SHARES

7.45% SERIES B CUMULATIVE REDEEMABLE PREFERRED SHARES

OF BENEFICIAL INTEREST

Liberty Property Trust, a Maryland real estate investment trust (the

"COMPANY"), hereby certifies to the State Department of Assessments and Taxation

of Maryland (the "DEPARTMENT") that:

FIRST: Pursuant to the authority expressly vested in the Board of

Trustees of the Company by Sections 3.2(e), 6.1 and 6.3 of the Amended and

Restated Declaration of Trust of the Company filed with the Department on May

29, 1997, as amended June 22, 2004 and as supplemented by (i) the Articles

Supplementary accepted for record by the Department on August 7, 1997, (ii) the

Articles Supplementary accepted for record by the Department on December 23,

1997, (iii) the Articles Supplementary accepted for record by the Department on

July 28, 1999, (iv) the Articles Supplementary accepted for record by the

Department on April 18, 2000, and (v) the Articles Supplementary accepted for

record by the Department on June 10, 2002 (the "CHARTER") and Section 8-203 of

the Corporations and Associations Article of the Annotated Code of Maryland, the

Board of Trustees of the Company (the "BOARD"), by resolutions duly adopted on

August 26, 2004, has reclassified the 3,800,000 unissued shares of the

200,000,000 authorized but unissued shares of beneficial interest in the Company

previously designated the 9.25% Series B Cumulative Redeemable Preferred Shares

of Beneficial Interest as a series designated the 7.45% Series B Cumulative

Redeemable Preferred Shares of Beneficial Interest, with the intent that this

Articles Supplementary shall supercede the Articles Supplementary accepted for

record by the Department on July 28, 1999, and with the following preferences,

conversion and other rights, voting powers, restrictions, limitations as to

dividends, qualifications, terms and conditions of redemption and other terms

and conditions:

SECTION 1. DESIGNATION AND NUMBER. The series of preferred shares of

beneficial interest of the Company, previously designated the "9.25% Series B

Cumulative Redeemable Preferred Shares of Beneficial Interest" (the "SERIES B

PREFERRED SHARES") is hereby reclassified as the "7.45% Series B Cumulative

Redeemable Preferred Shares of Beneficial Interest," par value $0.001 per share.

The number of Series B Preferred Shares shall remain 3,800,000.

SECTION 2. RANK. The Series B Preferred Shares will, with respect to

distributions and rights upon voluntary or involuntary liquidation, winding-up

or dissolution of the Company, rank senior to all classes or series of Common

Shares (as defined in the Charter) and to all classes or series of equity

securities of the Company now or hereafter authorized, issued or outstanding

including, without limitation, the "Series A Junior Participating Preferred

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Shares," other than any class or series of equity securities of the Company

expressly designated as ranking on a parity with or senior to the Series B

Preferred Shares as to distributions and rights upon voluntary or involuntary

liquidation, winding-up or dissolution of the Company. For purposes of these

Articles Supplementary, the term "PARITY PREFERRED SHARES" shall be used to

refer to any class or series of equity securities of the Company now or

hereafter authorized, issued or outstanding expressly designated by the Company

to rank on a parity with Series B Preferred Shares with respect to distributions

and rights upon voluntary or involuntary liquidation, winding-up or dissolution

of the Company including, without limitation, the "8.80% Series A Cumulative

Redeemable Preferred Shares of Beneficial Interest." The term "equity

securities" does not include debt securities, which will rank senior to the

Series B Preferred Shares prior to conversion.

SECTION 3. DISTRIBUTIONS.

(a) Payment of Distributions.

(i) Subject to the rights of holders of Parity Preferred Shares

and holders of equity securities ranking senior to the Series B Preferred Shares

as to payment of distributions, holders of Series B Preferred Shares will be

entitled to receive, when, as and if declared by the Board of Trustees of the

Company, out of funds legally available for the payment of distributio

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