PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
EXHIBIT 10-66
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>ex10-66.txt
<DESCRIPTION>EXHIBIT 10-66
<TEXT>
<PAGE>

                                                                   Exhibit 10.66

                            PENNSYLVANIA REAL ESTATE
                                INVESTMENT TRUST
                       2002-2004 LONG-TERM INCENTIVE PLAN

                        (Effective as of January 1, 2002)


<PAGE>
                                Table of Contents
                                   (continued)
<TABLE>
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                                                                                                             Page
                                                                                                             ----
<S>     <C>                                                                                                     <C>
1.       Purposes................................................................................................1

2.       Definitions.............................................................................................1

3.       Awards..................................................................................................3

4.       Vesting of Awards; Vesting and Dividend Rights on Restricted Shares.....................................4

5.       Termination of Employment for Good Reason, Death, Disability, or Not for Cause..........................5

6.       Termination for Cause or Not for Good Reason............................................................5

7.       Change in Control.......................................................................................6

8.       Beneficiary Designation.................................................................................6

9.       Payment to Guardian.....................................................................................7

10.      Withholding; Payroll Taxes..............................................................................7

11.      Source of Funds and Shares..............................................................................7

12.      Administration..........................................................................................7

13.      Nonalienation of Benefits...............................................................................8

14.      Shareholder Approval of FFO Goals.......................................................................8

15.      Amendment and Termination...............................................................................9

16.      No Contract of Employment...............................................................................9

17.      Applicable Law..........................................................................................9

18.      Successors..............................................................................................9

19.      Headings................................................................................................9

20.      Number and Gender.......................................................................................9

APPENDIX A.......................................................................................................1

APPENDIX B.......................................................................................................1

APPENDIX C.......................................................................................................1

APPENDIX D.......................................................................................................1
</TABLE>



<PAGE>

                            PENNSYLVANIA REAL ESTATE
                                INVESTMENT TRUST
                       2002-2004 LONG-TERM INCENTIVE PLAN

                        (Effective as of January 1, 2002)


                                    PREAMBLE

   WHEREAS, the Pennsylvania Real Estate Investment Trust (the "Trust") and
PREIT Services, LLC (the "Company") desire to establish a long-term incentive
plan for the benefit of certain officers of the Trust and the Company;

   NOW, THEREFORE, effective as of January 1, 2002, the Pennsylvania Real Estate
Investment Trust 2002-2004 Long-Term Incentive Plan is hereby adopted by the
Trust and the Company under the following terms and conditions:

   1. Purposes. The purposes of the Plan are (i) to help motivate certain
officers of the Trust and the Company to reach and exceed challenging corporate
goals for the Trust of profitability and growth, and (ii) to help focus the
attention of the eligible officers on critical financial indicators that measure
the Trust's success.

   2. Definitions

      (a) "Award" means an award of Performance Units or Restricted Shares to a
Participant.

      (b) "Board" means the Board of Trustees of the Trust.

      (c) "Cause" means "Cause" as the term is defined in a Participant's
Employment Agreement.

      (d) "Change of Control" means "Change of Control" as the term is defined
in a Participant's Employment Agreement.

      (e) "Committee" means the Executive Compensation and Human Resources
Committee of the Board, to whom responsibility for administering the Plan is
delegated under Section 12.

      (f) "Company" means PREIT Services, LLC, a Delaware limited liability
company.

      (g) "Corporate Goals" means the annual financial goals, set forth in
Appendix A attached hereto for 2002 and established by the Committee for 2003
and 2004, in order for a Participant to vest (at least in part) in the portion
of his Award of Restricted Shares subject to such Corporate Goals. The Committee
shall establish the specific measures for such Corporate Goal(s) before the
beginning of the 2003 and 2004 Performance Periods. In creating these measures,
the Committee shall use one or more of the following business criteria:
per-Share FFO net operating income, return on assets, return on net assets,
return on equity, return on capital, market price appreciation of Shares,
economic value added, total shareholder return, net income, earnings per Share,
operating profit margin, net income margin, cash flow, and/or sales growth. The
business criteria may be expressed in absolute terms or relative to the
performance of other companies or an index. In addition, the Committee shall
receive recommendations on these criteria from a management committee formed for
the purpose of providing such recommendations.
<PAGE>

      (h) "Disability" means "disability" as the term is defined in a
Participant's Employment Agreement.

      (i) "Effective Date" means January 1, 2002.

      (j) "Employer" means the Trust and the Company.

      (k) "Employment Agreement" means the agreement entered into by the
Participant and the Trust or the Company (as applicable) setting forth the terms
and conditions of the Participant's employment, as amended and then in effect.

      (l) "Equity Incentive Plan" means the Pennsylvania Real Estate Investment
Trust 1999 Equity Incentive Plan.

      (m) "Excess Revenues" means revenues from either lease terminations or
recoveries from bankrupt or insolvent tenants in excess of the stated rent on
the relevant real estate for a one-year period, provided that any portion of
such revenues in respect of real estate that, on or before December 31, 2004,
has been re-leased at a market rental or sold shall be excluded from Excess
Revenues.

      (n) "FFO" means "funds from operations" of the Trust as publicly reported
by the Trust with respect to the Performance Period or 2004, as the case may be.

      (o) "FFO Goals" means the goals relating to FFO in 2004, set forth in
Appendix B attached hereto, which the Trust must meet in order for a Participant
to vest (at least in part) in his Performance Units. The FFO Goals shall be
subject, if applicable, to the following adjustments: (i) in the event of either
(A) any single sale or series of related sales by the Trust and its subsidiaries
during any fiscal year after December 31, 2001 of 10 percent or more of the real
estate assets of the Trust and its subsidiaries or (B) the issuance during any
fiscal year after December 31, 2001 of shares of beneficial interest of the
Trust and partnership units in PREIT Associates, L.P. which together represent
more than 10 percent of the total number of such shares of beneficial interest
and such partnership units outstanding at the beginning of the applicable fiscal
year, the Committee, taking into account the consideration received therefor and
the use thereof, shall make such adjustment with respect to the FFO Goals as, in
the good faith judgment of the Committee, shall be appropriate so that the
events described above shall not affect, either positively or negatively, the
ability of the Trust to achieve the FFO Goals; (ii) "funds from operations" in
2004 for purposes of determining FFO under the Plan for 2004 shall be calculated
without regard to the accrual in 2004 of any payments for Performance Units that
are determined to be payable in 2005; and (iii) if "funds from operations" in
2004 includes Excess Revenues, an amount equal to the Excess Revenues, reduced
(but not below zero) by revenues lost during 2004 due to tenant bankruptcies or
insolvencies occurring after December 31, 2001, shall be deducted from "funds
from operations" in determining FFO for purposes of the Plan for 2004.

                                      -2-
<PAGE>

      (p) "Good Reason" means "Good Reason" as the term is defined in a
Participant's Employment Agreement.

      (q) "Grant Date" means the date as of which the Participant's Restricted
Shares and Performance Units are granted to him pursuant to his Employment
Agreement.

      (r) "Participant" means (i) each of the individuals whose names are set
forth in Appendix C attached hereto as designated to receive an Award under the
Plan and (ii) any other individual who holds the office of Executive Vice
President or a higher office and to whom the Committee grants Performance Units
under the Plan.

      (s) "Performance Period" means the calendar year (2002, 2003, or 2004) for
which specific Corporate Goals are established by the Committee.

      (t) "Performance Unit" means an Award that grants a Participant the
potential for a payment in cash (or for a payment in a combination of cash and
up to 50 percent in Shares) if an FFO Goal is met, subject to the restrictions
set forth in Section 4(b). Each Performance Unit shall have a value of $1.00.

      (u) "Plan" means the Pennsylvania Real Estate Investment Trust 2002-2004
Long-Term Incentive Plan, effective as of January 1, 2002, and as it may be
amended from time to time.

      (v) "Restricted Shares" means an Award that grants a Participant Shares
subject to the restrictions set forth in Section 4(a).

      (w) "Share" means a share of beneficial interest in the Trust, par value
$1.00.

      (x) "Trust" means the Pennsylvania Real Estate Investment Trust, a
Pennsylvania business trust.

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

   3. Awards

      (a) Restricted Shares. Each Participant shall be granted under the Equity
Incentive Plan the number of Restricted Shares set forth next to his name in
Appendix C attached hereto. Such Restricted Shares will be subject to the terms
of this Plan, as well as to the terms of the Equity Incentive Plan.

      (b) Performance Units. A total of 4.95 million Performance Units are
authorized for insurance under the Plan. Each Participant listed in Appendix C
attached hereto shall be granted the number of Performance Units that equals the
value of the Performance Unit Award set forth next to his name in such Appendix.
Each other Participant (if any) designated by the Committee on or before
December 31, 2002, shall be granted a number of Performance Units determined by
the Committee, also on or before December 31, 2002, in its sole discretion.

                                      -3-
<PAGE>

   4. Vesting of Awards; Vesting and Dividend Rights on Restricted Shares

      (a) Restricted Shares. One-half of a Participant's Restricted Shares shall
be subject to time vesting and one-half of the Restricted Shares shall be
subject to performance vesting.

          (1) Time Vesting. Each Participant shall vest in (i.e, have the right
to sell, assign, transfer, pledge, or otherwise encumber or dispose of)
one-third of his Restricted Shares that are subject to time vesting on and after
the first February 15 after each of the Performance Periods.

          (2) Performance Vesting. Each Participant shall vest in (i.e, have the
right to sell, assign, transfer, pledge, or otherwise encumber or dispose of)
one-third of his Restricted Shares that are subject to performance vesting upon
the Committee's written determination that the Trust has attained the highest
Corporate Goal set forth in Appendix A attached hereto (for 2002) or hereafter
set by the Committee (for 2003 and 2004). If the Trust attains less than the
lowest Corporate Goal for the Performance Period, one-third of the Participant's
Restricted Shares subject to performance vesting shall be forfeited. If the
Trust attains at least the lowest Corporate Goal but less than the highest
Corporate Goal for a Performance Period, the Participant shall vest in the
percentage of one-third of his Restricted Shares subject to performance vesting
as set forth in Appendix A (for 2002) or decided by the Committee (for 2003 and
2004). Appendix A attached hereto states the various Corporate Goals and the
resulting vesting for the 2002 Performance Period only. The Committee shall
determine for the 2003 and 2004 Performance Periods the various Corporate Goals
and the resulting vesting for each of those Performance Periods.

          (3) Voting and Dividend Rights. A Participant shall have voting rights
on nonvested Restricted Shares (both those that are subject to time vesting and
those that are subject to performance vesting) and receive as compensation
(subject to the withholding of applicable taxes) an amount equal to the
dividends that otherwise would have been payable to the Participant had the
Participant been vested in such Restricted Shares on the date of their original
issuance.

      (b) Performance Units. Each Participant shall have the right to receive a
cash (or cash and up to 50 percent in Shares, as determined by the Committee)
payment equal to the value of the Participant's Performance Units following the
Committee's written determination that the Trust has attained FFO of at least
$3.24/Share for 2004. Such payment shall be made within the 90-day period after
such determination. If the Trust attains FFO of less than $3.12/Share for 2004,
all of the Participant's Performance Units shall be forfeited. If the Trust
attains FFO of less than $3.24/Share for 2004 but at least $3.12/Share, the
Participant's payment shall equal the value of his Performance Units times the
applicable percentage set forth in Appendix B attached hereto.

                                      -4-
<PAGE>

      (c) Committee Determination. Within 90 days of the end of each Performance
Period, the Committee shall provide each Participant with a written
determination of whether the Trust has or has not attained any of the Corporate
Goals for such Performance Period and the calculations used to make such
determination. Within 90 days of the end of the 2004 Performance Period, the
Committee shall provide each Participant with a written determination of whether
the Trust did or did not attain any of the FFO Goals for 2004.

   5. Termination of Employment for Good Reason, Death, Disability, or Not for
Cause. If a Participant ceases to be an employee of the Trust or the Company for
Good Reason, death, or Disability, or if the Participant is terminated by the
Trust or the Company but not for Cause, as the case may be, the following shall
apply:

      (a) Restricted Shares

          (1) Time-Vested Shares. All Restricted Shares subject to time vesting
that were not vested prior to the Participant's termination of employment shall
immediately vest upon such termination.

          (2) Performance-Based Shares. A portion of the Restricted Shares
subject to performance vesting for the Performance Period in which the
Participant's termination of employment occurs shall vest to the extent (as
described in Section 4(a)(2)) the Trust achieves the Corporate Goals applicable
to such Performance Period. Such portion shall equal the product of the number
of such Restricted Shares subject to such Performance Period (i) multiplied by
the applicable percentage determined pursuant to Section 4(a)(2) for such
Performance Period and then (ii) multiplied by a fraction the numerator of which
is the number of days in such Performance Period prior to the Participant's
termination of employment and the denominator of which is the total number of
days in such Performance Period. The Participant shall not vest in any
Restricted Shares for any Performance Period following the Performance Period in
which occurs his termination of employment. If the Participant was an employee
of the Trust or the Company on the last day of the Performance Period preceding
the Performance Period in which his termination of employment occurs but not on
the date on which full or partial vesting (or forfeiture) occurs (i.e., the date
on which the Committee determines that the Trust has (or has not) attained the
Corporate Goals for the preceding Performance Period), he shall become vested in
(or forfeit) the same number of Restricted Shares as he would have had his
employment continued until such determination is made

      (b) Performance Units. If the Participant's termination of employment
occurs prior to December 31, 2004, then the Participant's Performance Units
shall vest (if at all) and be paid to the extent they would have vested and been
paid under Section 4(b) if the Participant had remained an employee of the Trust
or the Company until the date on which the Committee determines that the Trust
has (or has not) attained any of the FFO Goals for 2004.

   6. Termination for Cause or Not for Good Reason. If a Participant terminates
his employment not for Good Reason or is terminated by the Trust or the Company
for Cause, all unvested Awards shall be immediately forfeited.

                                      -5-
<PAGE>

   7. Change in Control

      (a) Restricted Shares. Notwithstanding any other provision of this Plan,
all outstanding Restricted Shares previously awarded to a Participant (both
time-based and performance-based) shall become fully vested upon a Change in
Control if the Participant is an employee of the Trust or the Company on the
date of the Change in Control. If (i) the Participant terminated employment
before the date of the Change in Control for Good Reason, death, or Disability,
or was terminated before such date by the Trust or the Company but not for Cause
(and thus became vested in his time-based Restricted Shares under Section
5(a)(1)), and (ii) the Change in Control occurs on or before the end of the
Performance Period in which the Participant's termination of employment occurs,
a portion of the Participant's Restricted Shares subject to performance vesting
for such Performance Period shall immediately vest upon such Change in Control.
Such portion shall equal the product of the number of such Restricted Shares
subject to such Performance Period multiplied by a fraction the numerator of
which is the number of days in such Performance Period prior to the
Participant's termination of employment and the denominator of which is the
number of days in such Performance Period ending with the date of the Change in
Control. The Participant shall not vest in any Restricted Shares for any
Performance Period following the Performance Period in which occurs his
termination of employment.

      (b) Performance Units. Notwithstanding any other provision of this Plan,
all Performance Units awarded to a Participant shall become fully vested upon a
Change in Control if the Participant is an employee of the Trust or the Company
on the date of the Change in Control and shall be paid to the Participant within
the 90-day period after the Change in Control. If (i) the Participant terminated
employment before the date of the Change in Control for Good Reason, death, or
Disability, or was terminated before such date by the Trust or the Company but
not for Cause, and (ii) the Change in Control occurs on or before the end of
2004, a portion of the Participant's Performance Units shall immediately vest
upon such Change in Control and shall be paid to the Participant within the
90-day period after the Change in Control. Such portion shall equal the product
of the number of such Performance Units multiplied by a fraction the numerator
of which is the number of days on and after the Effective Date prior to the
Participant's termination of employment and the denominator of which is the
number of days commencing on the Effective Date and ending with the date of the
Change in Control.

   8. Beneficiary Designation

      (a) Each Participant shall designate the person or persons as his
beneficiary or beneficiaries to whom his Performance Units shall be paid in the
event of his death prior to the payment of the Performance Units to him. Each
beneficiary designation shall be substantially in the form set forth in Appendix
D attached hereto and shall be effective only when filed with the Committee
during the Participant's lifetime.

      (b) Any beneficiary designation may be changed by a Participant without
the consent of any previously designated beneficiary or any other person by the
filing of a new beneficiary designation with the Committee. The filing of a new
beneficiary designation shall cancel all beneficiary designations previously
filed.

                                      -6-
<PAGE>

      (c) If any Participant fails to designate a beneficiary in the manner
provided above, or if the beneficiary designated by a Participant predeceases
the Participant, the Committee shall direct such Participant's Performance Units
to be distributed as follows:

          (1) to the Participant's surviving spouse; or

          (2) if the Participant has no surviving spouse, then to the
Participant's estate.

   9. Payment to Guardian. If an amount is payable under this Plan to a minor, a
person declared incompetent, or a person incapable of handling the disposition
of property, the Committee may direct the payment of the amount to the guardian,
legal representative, or person having the care and custody of the minor,
incompetent, or incapable person. The Committee may require proof of
incompetency, minority, incapacity, or guardianship as the Committee may deem
appropriate prior to the payment. The payment shall completely discharge the
Committee, the Trustees, the Trust, and the Company from all liability with
respect to the amount paid.

   10. Withholding; Payroll Taxes. The Employer shall withhold from payments
made under the Plan any taxes required to be withheld from a Participant's
compensation for Federal, state, or local income tax.

   11. Source of Funds and Shares. This Plan shall be unfunded, and the payment
of Performance Units hereunder shall be made from the general assets of the
Employer. Each Participant and beneficiary shall be a general and unsecured
creditor of the Employer to the extent of the value of his Performance Units
determined hereunder, and the Participant shall have no right, title, or
interest in any specific asset that the Employer may set aside, earmark, or
identify as for the payment of Performance Units under the Plan. The Employer's
obligation under the Plan shall be merely that of an unfunded and unsecured
promise to pay money in the future. If the Committee determines to pay a portion
of a Participant's Performance Units in Shares, such Shares shall come from the
Equity Incentive Plan or from treasury Shares, as is determined by the Committee
in its sole discretion. All Restricted Shares shall come from the Equity
Incentive Plan.

   12. Administration

      (a) In General. This Plan shall be administered by the Committee. The
Committee shall have the authority to:

          (1) determine the specific Corporate Goals and resulting vesting that
are applicable for the 2003 and 2004 Performance Periods and inform each
Participant accordingly;

          (2) designate, on or before December 31, 2002, any additional
individual to become a Participant in the Plan and grant Performance Units to
him, also on or before December 31, 2002, provided such individual holds the
office of Executive Vice President or a higher office;

          (3) interpret any disputed provision of the Plan; and

                                      -7-
<PAGE>

          (4) determine all questions concerning Awards under the Plan.

Any remaining dispute with a Participant shall be settled by arbitration
pursuant to the arbitration provision in the Participant's Employment Agreement.

      (b) Records and Reports. The Committee (or its designee) shall keep a
record of the Committee's actions and shall maintain all books of account,
records, and other data as necessary for the proper administration of the Plan.
Such records shall contain all relevant data pertaining to individual
Participants and their rights under the Plan. The Committee shall have the duty
to carry into effect all rights or benefits provided hereunder to the extent
assets of the Employer are properly available therefor. Any Participant shall
have access to the books of account, records and other data pertaining to the
Plan generally and to such Participant's own rights under the Plan upon written
request and during normal business hours; provided, however, that no Participant
shall have the right to view data pertaining to any other Participant in the
Plan. Upon written request, the Committee shall provide each Participant with an
explanation of the Corporate Goals and the calculations used to determine the
extent to which they have been attained.

      (c) Indemnification for Liability. Each Employer shall indemnify the
members of the Committee from and against any and all claims, losses, damages,
expenses, and liabilities arising from their responsibilities in connection with
the Plan, unless the same is determined to be due to their gross negligence or
willful misconduct.

   13. Nonalienation of Benefits. Except as hereinafter provided with respect to
marital disputes, none of the Awards or rights of a Participant or any
beneficiary of a Participant shall be subject to the claim of any creditor. In
particular, to the fullest extent permitted by law, all such Awards and rights
shall be free from attachment, garnishment, or any other legal or equitable
process available to any creditor of the Participant or his beneficiary. Neither
the Participant nor his beneficiary shall have the right to alienate,
anticipate, commute, pledge, encumber, or assign any of the payments which he
may expect to receive, contingently or otherwise, under this Plan, except the
right to designate a beneficiary to receive death benefits provided hereunder.
In cases of marital dispute, the Employer shall observe the terms of the Plan
unless and until ordered to do otherwise by a state or federal court. As a
condition of participation, a Participant agrees to hold the Employer harmless
from any harm that arises out of its obeying the final order of any state or
federal court, whether such order effects a judgment of such court or is issued
to enforce a judgment or order of another court.

   14. Shareholder Approval of FFO Goals. This Plan shall become effective as of
January 1, 2002; provided, however, that if the "material terms" (within the
meaning of Treas. Reg. ss. 1.162-27(e)(4)(i) or any successor thereto) of the
FFO Goals are not approved by the shareholders of the Trust, in the manner
described in Section 15(b), at the 2002 annual meeting of such shareholders,
Performance Units granted hereunder shall be null and void and no additional
Performance Units shall be granted hereunder. If the shareholders should decide
not to approve the material terms of the FFO Goals, such decision shall have no
effect on the award or vesting of Restricted Shares under the Plan.

                                      -8-
<PAGE>

   15. Amendment and Termination

      (a) Amendment and Termination. The Chief Executive Officer of the Trust
(the "CEO") may approve and execute changes of a technical nature to the Plan
which do not materially affect the substance thereof and which, in the opinion
of the CEO, are necessary and desirable. In addition, the Trustees reserve the
right to amend the Plan, by written resolution, at any time and from time to
time in any fashion, and to terminate it at will except that the following
amendments shall require the approval of shareholders (given in the manner set
forth in subsection (b) below) -

          (1) a modification of the material terms of the FFO Goals, within the
meaning of Treas. Reg. ss. 1.162-27(e)(4)(vi) or any successor thereto; and

          (2) any amendment for which shareholder approval is required under the
rules of the exchange or market on which the Shares are listed.

      (b) Manner of Shareholder Approval. The approval of shareholders must be
effected by a majority of the votes cast (including abstentions, to the extent
abstentions are counted as voting under applicable state law), in a separate
vote of the shareholders.

      (c) No Adverse Effect. No amendment or termination of the Plan shall
adversely affect any Award already granted under the Plan without the consent of
the affected Participant(s).

   16. No Contract of Employment. Nothing contained herein shall be construed as
conferring upon any person the right to be employed by the Employer or to
continue in the employ of the Employer.

   17. Applicable Law. This Plan shall be construed and interpreted according to
the laws of the Commonwealth of Pennsylvania (without reference to the
principles of conflict of laws).

   18. Successors. This Plan shall bind and inure to the benefit of the Trust
and the Company and their successors and assigns. The term "successors" as used
herein shall include any corporate or other business entity which shall, whether
by merger, consolidation, purchase or otherwise, acquire all or substantially
all of the business and assets of the Trust or the Company, and the successors
of any such corporation or other business entity.

   19. Headings. The headings of the Sections of the Plan are for reference
only. In the event of a conflict between a heading and the content of a Section,
the content of the Section shall control.

   20. Number and Gender. Whenever any words used herein are in the singular
form or in the masculine form, they shall be construed as though they were also
used in the plural form or in the feminine or neuter form in all cases where
they would so apply.

                                      -9-
<PAGE>


         IN WITNESS WHEREOF, the Pennsylvania Real Estate Investment
Trust and PREIT Services, LLC have caused these presents to be duly executed
this 22nd day of March, 2002.

                                 PENNSYLVANIA REAL ESTATE
                                 INVESTMENT TRUST


                                 By: /s/ Jonathan B. Weller
                                     --------------------------------------


                                 PREIT SERVICES, LLC

                                 By: PREIT Associates, L.P., its sole member

                                     By: Pennsylvania Real Estate Investment
                                         Trust, the general partner of PREIT
                                         Associates, L.P.


                                 By: /s/ Jonathan B. Weller
                                     --------------------------------------



                                      -10-
<PAGE>

                                   APPENDIX A

                            PENNSYLVANIA REAL ESTATE
                                INVESTMENT TRUST
                       2002-2004 LONG-TERM INCENTIVE PLAN

        VESTING IN RESTRICTED SHARES FOR CORPORATE GOAL ACHIEVED IN 2002*
        -----------------------------------------------------------------

                                              Percentage of Performance-Based
Corporate Goal Achieved                       Restricted Share Award Vested
-----------------------                       -----------------------------

At least $2.78 FFO/Share                      33 [OBJECT OMITTED]%
but less than $2.79 FFO/Share

At least $2.79 FFO/Share                      50%
but less than $2.80 FFO/Share

At least $2.80 FFO/Share                      80%
but less $2.81 FFO/Share

At least $2.81 FFO/Share                      90%
but less than $2.82 FFO/Share

Equal to or greater than $2.82 FFO/Share      100%

* If less than $2.78 FFO/Share is achieved for 2002, one-third of the
Participant's performance-based Restricted Share Award shall be forfeited. The
specific Corporate Goal achievements that will result in vesting for the 2003
and 2004 Performance Periods shall be determined by the Committee in its
discretion provided that the resulting vesting for the achievement of the lowest
Corporate Goal shall not be less than 33 1/3%.

                                      A-1
<PAGE>



                                   APPENDIX B

                            PENNSYLVANIA REAL ESTATE
                                INVESTMENT TRUST
                       2002-2004 LONG-TERM INCENTIVE PLAN

           VESTING IN PERFORMANCE UNITS FOR FFO GOAL ACHIEVED IN 2004
           ----------------------------------------------------------

FFO Goal Achieved*                        Percentage of Performance Units Vested
------------------                        --------------------------------------

At least $3.12 FFO/Share                  33 [OBJECT OMITTED]%
but less than $3.18 FFO/Share

At least $3.18 FFO/Share                  66 [OBJECT OMITTED]%

but less than $3.24 FFO/Share

Equal to or greater than $3.24 FFO/Share  100%

* If less than $3.12 FFO/Share is achieved for 2004, all of the Participant's
Performance Units shall be forfeited.


                                      B-1
<PAGE>

                                   APPENDIX C

                            PENNSYLVANIA REAL ESTATE
                                INVESTMENT TRUST
                       2002-2004 LONG-TERM INCENTIVE PLAN

                             PARTICIPANTS AND AWARDS
<TABLE>
<CAPTION>
                                                       Value of
                                                       Restricted                Number of                   Value of
Name                      Title                        Share Award               Restricted Shares(1)        Performance Unit Award
----                      -----                        -----------               --------------------        ----------------------
<S>                      <C>                           <C>                      <C>                         <C>
R. Rubin                  CEO                          $600,000                  25,952                      $1,200,000

J. Weller                 President/COO                $450,000                  19,464                      $  900,000

G. Rubin                  President/PSLLC & PRI        $330,000                  14,273                      $  700,000

J. Coradino               EVP/Retail                   $315,000                  13,625                      $  600,000

D. Grayson                EVP/Development              $300,000                  12,976                      $  550,000

J. Linn                   SVP/Acquisitions Secretary   $150,000                   6,488                      $  300,000

</TABLE>
----------------
(1) This number of Restricted Shares was calculated by dividing the value of the
Participant's Restricted Share Award by the average closing price (rounded to
two decimal places; so that the $23.115 average was rounded to $23.12) of a
Share during the 20 trading days preceding February 15, 2002. The number of
Restricted Shares so calculated was then rounded to the nearest whole Restricted
Share; so that, for example, 14,273.356 Restricted Shares were rounded to 14,273
Restricted Shares.

                                      C-1
<PAGE>


                                   APPENDIX D

                            PENNSYLVANIA REAL ESTATE
                                INVESTMENT TRUST
                       2002-2004 LONG-TERM INCENTIVE PLAN

                          BENEFICIARY DESIGNATION FORM


         This Form is for your use under the Pennsylvania Real Estate Investment
Trust 2002-2004 Long-Term Incentive Plan (the "Plan") to name a beneficiary for
the Performance Units payable to you from the Plan. You should complete the
Form, sign it, have it signed by your Employer, and date it.

*  *  *  *

         I understand that in the event of my death before I receive Performance
Units payable to me under the Plan, the Performance Units will be paid in a
single sum to the beneficiary designated by me below or, if none or if my
designated beneficiary predeceases me, to my surviving spouse or, if none, to my
estate. I further understand that the last beneficiary designation filed by me
during my lifetime cancels all prior beneficiary designations previously filed
by me for the Plan.

         I hereby state that__________________________________ [insert name],
residing at_____________________________________ [insert address], whose Social
Security number is__________________________________ , is designated as my
beneficiary.


________________________________                     ___________________________
Signature of Participant                             Date

                                                     ___________________________
                                                     ACCEPTED:

                                                     ___________________________
                                                     [Insert Name of Employer]



                                                     By:________________________

                                                     ___________________________
                                                     Date


                                      D-1


</TEXT>
</DOCUMENT>
