Pennsylvania Real Estate Investment Trust (PREIT) 2011Incentive Compensation Opportunity Award for ,

2011 Incentive Opportunity²

2011 Incentive Range³ - % of Base Salary

Corporate Measure⁶

Individual Measure

“2011 Base Salary” means your regular, basic compensation from PREIT and/or a PREIT affiliate for 2011, not including bonuses or other additional compensation, but including contributions made by PREIT and/or a PREIT affiliate on your behalf, by salary reduction pursuant to your election, (i) to an arrangement described in section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”), (ii) to a “cafeteria plan” (as defined in section 125(d) of the Code), and (iii) for a “qualified transportation fringe” (as defined in section 132(f) of the Code).

“2011 Incentive Opportunity” means the opportunity to earn incentive compensation for 2011, up to     % of your Base Salary, in the event certain corporate and individual performance goals are achieved. Subject to Notes 8 and 9, corporate performance relates to PREIT’s cumulative performance with respect to one measure of its financial results for 2011, while individual performance relates to your performance within the scope of your responsibilities as an employee of PREIT and/or a PREIT affiliate.

^“2011 Incentive Range” means, depending on the level of corporate and individual performance achieved (i.e., Threshold, Target or Outperformance), the percentage of your Base Salary that you may earn under this 2011 Incentive Compensation Opportunity Award. If the corporate or individual performance is between the Threshold level and the Target level, or between the Target level and the Outperformance level, the percentage will be interpolated accordingly.

With respect to corporate performance, “Threshold” signifies a solid achievement, which is expected to have a reasonably high probability of achievement, but which may fall short of expectations. Threshold performance represents the level of performance that has to be achieved before any of your potential 2011 Incentive Compensation is earned. The Committee (after considering the recommendations of the senior management of PREIT) will decide whether you have met what the Committee determines to be the “Threshold” level for purposes of your individual performance. If the Threshold performance level is achieved with respect to both corporate and individual performance, you will earn at least     % of your 2011 Base Salary as your 2011 Incentive Compensation allocated to such performances (see note 5). If the Threshold performance level is not met with respect to corporate performance or your individual performance, you will not receive any 2011 Incentive Compensation allocated to such corporate performance or individual performance, as applicable.

“Performance Measurement Allocation” means the percent by which your 2011 Incentive Compensation is allocated between corporate performance and your individual performance. For example, if your base salary is $100,000, and 50% of your 2011 Incentive Compensation is allocated to corporate performance and 50% is allocated to your individual performance, you will earn $             (50% of     % of $100,000) of your 2011 Incentive Compensation if the Outperformance level of the corporate performance is achieved and $             (50% of     % of $100,000) of your 2011 Incentive Compensation if the Outperformance level of your individual performance is achieved.

The “Corporate Measure” is the business performance factor (or factors, if the Committee exercises its authority under note 9) on which corporate performance is based, and the “Corporate Salary Portion” is the amount of your 2011 Base Salary to which the Corporate Measure is applied. In your case, that amount is $ , or % of your 2011 Base Salary.

“FFO Per Share” means, with respect to each diluted share of beneficial interest in PREIT, “funds from operations” of PREIT for its fiscal year ending December 31, 2011, as reported to the public by PREIT after the end of the fiscal year.

The Committee shall have the authority, in its sole discretion, to adjust the Threshold, Target and Outperformance levels set forth in this award if and to the extent that, in the sole judgment of the Committee, the reported FFO Per Share does not reflect the performance of PREIT for 2011 in a manner consistent with the purposes of this award due to the effect of any unusual or nonrecurring transaction or occurrence on the reported FFO Per Share. Any such adjustment shall be made to the 2011 Incentive Compensation Opportunity Awards granted to all officers [and directors] of PREIT and PREIT affiliates. The Committee shall not be obligated to make any adjustment(s). If the Committee elects to make an adjustment, it shall be free to take such factors into account as it deems appropriate under the circumstances in its sole discretion. Further, in the case of a transaction or occurrence that also constitutes a “Change of Control” of PREIT (as defined in PREIT's 2003 Equity Incentive Plan, as amended), the Committee shall have the authority, in its sole discretion, to accelerate the determination payment of your 2011 Incentive Compensation.

The Committee shall have the authority, in its sole discretion, to determine that up to 20% of the Corporate Salary Portion shall be based upon one or more business performance factors other than FFO Per Share (such other factors, the “Supplemental Factors”). If the Committee exercises this authority, the Committee shall determine on or prior to March 15, 2012 (i) the percentage of the Corporate Salary Portion, but not in excess of 20% thereof, to be based upon the Supplemental Factor or Factors; (ii) the Supplemental Factor or Factors for 2011; and (iii) the percentage of the Corporate Salary Portion (from the Threshold to the Outperformance percentage) to be awarded in respect of the Supplemental Factor or Factors. Each of the determinations referred to in the preceding sentence shall be applied uniformly to the Corporate Salary Portion of all officers of PREIT or any of its affiliates. The Committee shall be free to select in its sole discretion the Supplemental Factor or Factors for 2011 and the weight to be accorded to each Supplemental Factor. The Committee shall be under no obligation to exercise its authority under this Note 9, and, if it does not exercise such authority, your 2011 Incentive Compensation based upon the Corporate Measure shall be determined, subject to note 8, solely by FFO Per Share. Determinations by the Committee under this note 9 and note 8 shall not affect to any extent determinations that the Committee may make for future years. The Committee will provide notice to each officer affected by a determination made under this note 9, which shall disclose the Supplemental Factor or Factors and such other information as the Committee shall elect to include in the notice. A failure to provide such notice shall not affect any determination hereunder.

The Committee has the sole discretion to set the measure for your individual performance for 2011 and to determine the level of individual performance you have achieved. However, regardless of your individual performance, no 2011 Incentive Compensation based on your individual performance will be paid if FFO Per Share (see note 7) is less than $             (subject to adjustment by the Committee in connection with an adjustment made under note 8).

The Committee has the sole authority to interpret the terms and provisions of this award and to decide any questions that may arise under the award. Its determinations shall be conclusive and shall bind all parties.