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
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 distributions,
cumulative preferential cash distributions at the rate per annum of 7.45% of the
$25 liquidation preference per Series B Preferred Share (the "ISSUANCE RATE").

            (ii) All distributions shall be cumulative, shall accrue from the
original date of issuance and will be payable (i) quarterly in arrears, on March
31, June 30, September 30 and December 31 of each year, commencing on the first
of such dates to occur after the original date of issuance and, (ii) in the
event of a redemption, on the redemption date (each a "PREFERRED SHARES
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 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 B
Preferred Shares is not a Business Day (as 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 B Preferred Shares will be made to the holders of
record of the Series B Preferred Shares on the relevant record dates, which,
unless otherwise provided by the Company with respect to any distribution, will
be fifteen (15) Business Days prior to the relevant Preferred Shares
Distribution Payment Date (each a "DISTRIBUTION RECORD DATE"). Notwithstanding
anything to the contrary set forth herein, each Series B Preferred Share shall
also continue to accrue all accrued and unpaid distributions up to the exchange
date on any Series B Preference Unit (as defined in the Second Restated and
Amended Agreement of Limited Partnership of Liberty Property Limited
Partnership, dated as of October 22, 1997, as amended (the "PARTNERSHIP
AGREEMENT")) validly exchanged into such Series B Preferred Share in accordance
with the provisions of such Partnership Agreement.

            (iii) "BUSINESS DAY" shall mean each day, other than a Saturday or a
Sunday, which is not a day on which banking institutions in New York, New York
are authorized or required by law, regulation or executive order to close.

      (b) Limitation on Distributions. No distributions on the Series B
Preferred Shares shall be declared or paid or set apart for payment by the
Company at such time as the terms and provisions of any agreement of the
Company, including any agreement relating to its indebtedness, prohibits such
declaration, payment or setting apart for payment or provides that such
declaration, payment or setting apart for payment would constitute a breach
thereof or a default thereunder, or if such declaration, payment or setting
apart for payment shall be restricted or prohibited by law.

      (c) Distributions Cumulative. Notwithstanding the foregoing, distributions
on the Series B Preferred Shares will accrue whether or not the terms and
provisions set forth in SECTION 3(B) hereof at any time prohibit the current
payment of distributions, whether or not the Company has earnings, whether or
not there are funds legally available for the payment of such of such
distributions and whether or not such distributions are authorized or declared.
Accrued but unpaid distributions on the Series B Preferred Shares will
accumulate as of the Preferred Shares Distribution Payment Date on which they
first become payable. Accumulated and unpaid distributions will not bear
interest.

      (d)   Priority as to Distributions.

            (i) So long as any Series B Preferred Shares 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 Common Shares
or any class or series of other Shares of the Company ranking junior as to the
payment of distributions to the Series B Preferred Shares (such Common Shares or
other junior shares including, without limitation, Series A Junior Participating
Preferred Shares authorized pursuant to Articles Supplementary filed with the
Department on December 23, 1997, collectively, "JUNIOR SHARES"), 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 B Preferred Shares, any
Parity Preferred Shares with respect to distributions or any Junior Shares,
unless, in each case, all distributions accumulated on all Series B Preferred
Shares and all classes and series of outstanding Parity Preferred Shares as to
payment of distributions have been paid in full. The foregoing sentence will not
prohibit (i) distributions payable solely in Junior Shares, (ii) the conversion
of Junior Shares or Parity Preferred Shares into Shares of the Company ranking
junior to the Series B Preferred Shares as to distributions and upon
liquidation, winding-up or dissolution, and (iii) purchase by the Company of
such Series B Preferred Shares, Parity Preferred Shares with respect to
distributions or Junior Shares pursuant to Article VII of the Charter to the
extent required to preserve the Company' s status as a real estate investment
trust.

            (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 B Preferred Shares and the Shares of any
class or series of outstanding Parity Preferred Shares, all

distributions authorized and declared on the Series B Preferred Shares and all
classes or series of outstanding Parity Preferred Shares with respect to
distributions shall be authorized and declared pro rata so that the amount of
distributions authorized and declared per share of Series B Preferred Shares and
such other classes or series of Parity Preferred Shares shall in all cases bear
to each other the same ratio that accrued distributions per share on the Series
B Preferred Shares and such other classes or series of Parity Preferred Shares
(which shall not include any accumulation in respect of unpaid distributions for
prior distribution periods if such class or series of Parity Preferred Shares do
not have cumulative distribution rights) bear to each other. No interest, or sum
of money in lieu of interest, shall be payable in respect of any dividend
payment or payments on Series B Preferred Shares or any other Parity Preferred
Shares which may be in arrears.

      (e) If, for any taxable year, the Company elects to designate as "capital
gain dividends" (as defined in Section 857 of the Internal Revenue Code of 1986,
as amended (the "Code")) any portion (the "Capital Gains Amount") of the
dividends (within the meaning of the Code) paid or made available for the year
to holders of all classes of shares of beneficial interest in the Company (the
"Total Dividends"), then the portion of the Capital Gains Amount that will be
allocable to the holders of the Series B Preferred Units will be the Capital
Gains Amount multiplied by a fraction, the numerator of which will be the total
dividends (within the meaning of the Code) paid or made available to the holders
of the Series B Preferred Units for the year and the denominator of which shall
be the Total Dividends.

      (f) No Further Rights. Holders of Series B Preferred Shares 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.  LIQUIDATION PREFERENCE.

      (a) Payment of Liquidating Distributions. Subject to the rights of holders
of Parity Preferred Shares with respect to rights upon any voluntary or
involuntary liquidation, dissolution or winding-up of the Company and subject to
equity securities ranking senior to the Series B Preferred Shares with respect
to rights upon any voluntary or involuntary liquidation, dissolution or
winding-up of the Company, the holders of Series B Preferred Shares shall be
entitled to receive out of the assets of the Company legally available for
distribution or the proceeds thereof, after payment or provision for debts and
other liabilities of the Company, but before any payment or distributions of the
assets shall be made to holders of Common Shares or any other class or series of
shares of the Company that ranks junior to the Series B Preferred Shares as to
rights upon liquidation, dissolution or winding-up of the Company, an amount
equal to the sum of (i) a liquidation preference of $25 per share of Series B
Preferred Shares, and (ii) an amount equal to any accumulated and unpaid
distributions thereon, whether or not declared, to the date of payment. In the
event that, upon such voluntary or involuntary liquidation, dissolution or
winding-up, there are insufficient assets to permit full payment of liquidating
distributions to the holders of Series B Preferred Shares and any Parity
Preferred Shares as to rights upon liquidation, dissolution or winding-up of the
Company, all payments of liquidating distributions on the Series B Preferred
Shares and such Parity Preferred Shares shall be made so that the payments on
the Series B Preferred Shares and such Parity Preferred Shares shall in all
cases

bear to each other the same ratio that the respective rights of the Series B
Preferred Shares and such other Parity Preferred Shares (which shall not include
any accumulation in respect of unpaid distributions for prior distribution
periods if such Parity Preferred Shares do not have cumulative distribution
rights) upon liquidation, dissolution or winding-up of the Company bear to each
other.

      (b) Notice. Written notice of any such voluntary or involuntary
liquidation, dissolution or winding-up of the Company, 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 pre-paid, not less than 30 and not more than sixty (60) days
prior to the payment date stated therein, to each record holder of the Series B
Preferred Shares at the respective addresses of such holders as the same shall
appear on the share transfer records of the Company.

      (c) No Further Rights. After payment of the full amount of the liquidating
distributions to which they are entitled, the holders of Series B Preferred
Shares will have no right or claim to any of the remaining assets of the
Company.

      (d) Consolidation, Merger or Certain Other Transactions. The voluntary
sale, conveyance, lease, exchange or transfer (for cash, shares of stock,
securities or other consideration) of all or substantially all of the property
or assets of the Company to, or the consolidation or merger or other business
combination of the Company with or into any corporation, trust or other entity
(or of any corporation, trust or other entity with or into the Company) shall
not be deemed to constitute a liquidation, dissolution or winding-up of the
Company.

            SECTION 5.  OPTIONAL REDEMPTION.

      (a) Right of Optional Redemption. The Series B Preferred Shares may not be
redeemed prior to August 31, 2009. However, in order to ensure that the Company
remains a qualified real estate investment trust ("REIT") for federal income tax
purposes, the Series B Preferred Shares shall be subject to the provisions of
Article VII of the Charter pursuant to which Series B Preferred Shares owned by
a shareholder in excess of the Ownership Limit (as defined in the Charter) will
automatically be exchanged for Excess Shares (as defined in the Charter) and the
Company will have the right to purchase Excess Shares from the holder. On or
after August 31, 2009, the Company shall have the right to redeem the Series B
Preferred Shares, in whole or in part, at any time or from time to time, upon
not less than 30 nor more than 60 days' written notice, at a redemption price,
payable in cash, equal to $25 per Series B Preferred Share plus accumulated and
unpaid distributions, whether or not declared, to the date of redemption. If
fewer than all of the outstanding Series B Preferred Shares are to be redeemed,
the Series B Preferred Shares to be redeemed shall be selected pro rata (as
nearly as practicable without creating fractional units).

      (b) Limitation on Redemption. (i) The redemption price of the Series B
Preferred Shares (other than the portion thereof consisting of accumulated but
unpaid distributions) will be payable solely out of the sale proceeds of capital
stock of the Company and from no other

source. For purposes of the preceding sentence, "capital stock" means any equity
securities (including Common Shares and Preferred Shares), shares, participation
or other ownership interests (however designated) and any rights (other than
debt securities convertible into or exchangeable for equity securities) or
options to purchase any of the foregoing.

            (ii) The Company may not redeem fewer than all of the outstanding
Series B Preferred Shares unless all accumulated and unpaid distributions have
been paid in full (or a sum sufficient for such payment has been irrevocably
deposited in trust for immediate payment) on all outstanding Series B Preferred
Shares for all quarterly distribution periods, including the current period,
terminating on or prior to the date of redemption provided, however, that the
foregoing shall not prevent the purchase by the Company of Excess Shares in
order to ensure that the Company remains qualified as a REIT for federal income
tax purposes or the purchase or acquisition of Series B Preferred Shares
pursuant to a purchase or exchange offer made on the same terms to holders of
all outstanding Series B Preferred Shares.

      (c)   Procedures for Redemption.

            (i) Notice of redemption will be (i) faxed, and (ii) mailed by the
Company, postage prepaid, not less than thirty (30) nor more than sixty (60)
days prior to the redemption date, addressed to the respective holders of record
of the Series B Preferred Shares to be redeemed at their respective addresses as
they appear on the transfer records of the Company. No failure to give or defect
in such notice shall affect the validity of the proceedings for the redemption
of any Series B Preferred Shares except as to the holder to whom such notice was
defective or not given. In addition to any information required by law or by the
applicable rules of any exchange upon which the Series B Preferred Shares may be
listed or admitted to trading, each such notice shall state: (i) the redemption
date, (ii) the redemption price, (iii) the number of Series B Preferred Shares
to be redeemed, (iv) the place or places where such Series B Preferred Shares
are to be surrendered for payment of the redemption price, (v) that
distributions on the Series B Preferred Shares to be redeemed will cease to
accumulate on such redemption date and (vi) that payment of the redemption price
and any accumulated and unpaid distributions will be made upon presentation and
surrender of such Series B Preferred Shares. If fewer than all of the Series B
Preferred Shares held by any holder are to be redeemed, the notice mailed to
such holder shall also specify the number of Series B Preferred Shares held by
such holder to be redeemed.

            (ii) If the Company gives a notice of redemption in respect of
Series B Preferred Shares (which notice will be irrevocable) then, by 12:00
noon, New York City time, on the redemption date, the Company will deposit
irrevocably in trust for the benefit of the Series B Preferred Shares being
redeemed funds sufficient to pay the applicable redemption price, plus any
accumulated and unpaid distributions, if any, on such shares to the date fixed
for redemption, without interest, and will give irrevocable instructions and
authority to pay such redemption price and any accumulated and unpaid
distributions, whether or not declared, if any, on such shares to the holders of
the Series B Preferred Shares upon surrender of the Series B Preferred Shares by
such holders at the place designated in the notice of redemption. If fewer than
all Series B Preferred Shares evidenced by any certificate is being redeemed, a
new certificate shall be issued upon surrender of the certificate evidencing all
Series B Preferred Shares, evidencing

the unredeemed Series B Preferred Shares without cost to the holder thereof. On
and after the date of redemption, distributions will cease to accumulate on the
Series B Preferred Shares or portions thereof called for redemption, unless the
Company defaults in the payment thereof. If any date fixed for redemption of
Series B Preferred Shares is not a Business Day, then payment of the redemption
price payable 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 falls in the next calendar year, such
payment will be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on such date fixed for redemption. If
payment of the redemption price or any accumulated or unpaid distributions in
respect of the Series B Preferred Shares is improperly withheld or refused and
not paid by the Company, distributions on such Series B Preferred Shares will
continue to accumulate from the original redemption date to the date of payment,
in which case the actual payment date will be considered the date fixed for
redemption for purposes of calculating the applicable redemption price and any
accumulated and unpaid distributions.

      (d) Application of Article VII. The Series B Preferred Shares are subject
to the provisions of Article VII of the Charter, including, without limitation,
the provision for the redemption of Excess Shares. Notwithstanding the
provisions of Article IX of the Charter, Series B Preferred Shares which have
been exchanged pursuant to the Charter for Excess Shares may be redeemed, in
whole or in part, at any time or from time to time, for cash at a redemption
price of $25.00 per share, plus all accrued and unpaid distributions thereon to
the date of redemption, without interest. If less than all of the outstanding
Excess Shares are to be redeemed, the Excess Shares to be redeemed shall be
selected pro rata (as nearly as may be practicable without creating fractional
shares).

      (e) Status of Redeemed Shares. Any Series B Preferred Shares that shall at
any time have been redeemed shall after such redemption, have the status of
authorized but unissued Preferred Shares, without designation as to class or
series until such shares are once more designated as part of a particular class
or series by the Board.

            SECTION 6.  VOTING RIGHTS.

      (a) General. Holders of the Series B Preferred Shares will not have any
voting rights, except as set forth below.

      (b)   Right to Elect Trustees.

            (i) If at any time full distributions shall not have been timely
made on any Series B Preferred Shares with respect to any six (6) prior
quarterly distribution periods, whether or not consecutive, (a "PREFERRED
DISTRIBUTION DEFAULT"), the holders such Series B Preferred Shares, voting
together as a single class with the holders of each class or series of Parity
Preferred Shares upon which like voting rights have been conferred and are
exercisable, will have the right to elect two (2) additional trustees to serve
on the Company's Board (the "PREFERRED SHARES TRUSTEES") at a special meeting
called in accordance with Section 6(b)(ii) (unless such request is received less
than ninety (90) days before the date fixed for the next annual meeting) or at
the next annual meeting of shareholders, and at each subsequent annual

meeting of shareholders or special meeting held in place thereof, until all such
distributions in arrears and distributions for the current quarterly period on
the Series B Preferred Shares and each such class or series of Parity Preferred
Shares have been paid in full or an amount sufficient for such payment has been
irrevocably deposited in trust for immediate payment.

            (ii) At any time when such voting rights shall have vested, a proper
officer of the Company shall call or cause to be called, upon written request of
holders of record of at least 20% of the outstanding Series B Preferred Shares,
a special meeting of the holders of Series B Preferred Shares and all the series
of Parity Preferred Shares upon which like voting rights have been conferred and
are exercisable (collectively, the "PARITY SECURITIES") by mailing or causing to
be mailed to such holders a notice of such special meeting to be held not less
than ten and not more than 45 days after the date such notice is given. The
record date for determining holders of the Parity Securities entitled to notice
of and to vote at such special meeting will be the close of business on the
third Business Day preceding the day on which such notice is mailed. At any such
special meeting, all of the holders of the Parity Securities, by plurality vote,
voting together as a single class without regard to series will be entitled to
elect two directors on the basis of one vote per $25.00 of liquidation
preference to which such Parity Securities are entitled by their terms
(excluding amounts in respect of accumulated and unpaid dividends) and not
cumulatively. The holder or holders of one-third of the Parity Securities then
outstanding, present in person or by proxy, will constitute a quorum for the
election of the Preferred Shares Trustees except as otherwise provided by law.
Notice of all meetings at which holders of the Series B Preferred Shares shall
be entitled to vote will be given to such holders at their addresses as they
appear in the transfer records. At any such meeting or adjournment thereof in
the absence of a quorum, subject to the provisions of any applicable law, a
majority of the holders of the Parity Securities present in person or by proxy
shall have the power to adjourn the meeting for the election of the Preferred
Shares Trustees, without notice other than an announcement at the meeting, until
a quorum is present. If a Preferred Distribution Default shall terminate after
the notice of a special meeting has been given but before such special meeting
has been held, the Company shall, as soon as practicable after such termination,
mail or cause to be mailed notice of such termination to holders of the Series B
Preferred Shares that would have been entitled to vote at such special meeting.

            (iii) If and when all accumulated distributions and the distribution
for the current distribution period on the Series B Preferred Shares shall have
been paid in full or a sum sufficient for such payment is irrevocably deposited
in trust for payment, the holders of the Series B Preferred Shares shall be
divested of the voting rights set forth in SECTION 6(B) herein (subject to
revesting in the event of each and every Preferred Distribution Default) and, if
all distributions in arrears and the distributions for the current distribution
period have been paid in full or set aside for payment in full on all other
classes or series of Parity Preferred Shares upon which like voting rights have
been conferred and are exercisable, the term and office of each Preferred Shares
Trustees so elected shall terminate. Any Preferred Shares Trustees may be
removed at any time with or without cause by the vote of, and shall not be
removed otherwise than by the vote of, the holders of record of a majority of
the outstanding Series B Preferred Shares when they have the voting rights set
forth in SECTION 6(B) (voting separately as a single class with all other
classes or series of Parity Preferred Shares upon which like voting rights have
been conferred and are exercisable). So long as a Preferred Distribution Default
shall continue,

any vacancy in the office of a Preferred Shares Trustees may be filled by
written consent of the Preferred Shares Trustees remaining in office, or if none
remains in office, by a vote of the holders of record of a majority of the
outstanding Series B Preferred Shares when they have the voting rights set forth
in SECTION 6(B) (voting separately as a single class with all other classes or
series of Parity Preferred Shares upon which like voting rights have been
conferred and are exercisable). The Preferred Shares Director shall each be
entitled to one vote per director on any matter.

      (c) Certain Voting Rights. So long as any Series B Preferred Shares remain
outstanding, the Company shall not, without the affirmative vote of the holders
of at least two thirds of the Series B Preferred Shares outstanding at the time
(i) (A) designate or create, or increase the authorized or issued amount of, any
class or series of shares ranking senior to the Series B Preferred Shares with
respect to payment of distributions or rights upon liquidation, dissolution or
winding-up, (B) reclassify any authorized shares of the Company into any such
shares, or (C) create, authorize or issue any obligations or security
convertible into or evidencing the right to purchase any such shares, (ii) (A)
designate or create, or increase the authorized or issued amount of, any Parity
Preferred Shares, (B) reclassify any authorized shares of the Company into a
Parity Preferred Shares or (C) create, authorize or issue any obligations or
security convertible into or evidencing the right to purchase any Parity
Preferred Share; provided, that restrictions contained in the clause (ii) of
this Paragraph (c) shall apply only to Parity Preferred Shares that are issued
to an Affiliate of the Company other than on arm's length terms, or (iii) either
(A) consolidate, or merge into or with, any corporation or other entity, or (B)
amend, alter or repeal the provisions of the Company's Charter (including these
Articles Supplementary) or By-laws, whether by merger, consolidation or
otherwise, in such a way that would materially and adversely affect the powers,
special rights, preferences, privileges or voting power of the Series B
Preferred Shares or the holders thereof; provided, however, that with respect to
the occurrence of a merger or consolidation, so long as (a) the Company is the
surviving entity and the Series B Preferred Shares remains outstanding with the
terms thereof unchanged, or (b) the resulting, surviving or transferee entity is
a corporation organized under the laws of any state and substitutes for the
Series B Preferred Shares other Preferred Shares having substantially the same
terms and same rights as the Series B Preferred Shares, including with respect
to distributions, voting rights and rights upon liquidation, dissolution or
winding-up, then the occurrence of any such event shall not be deemed materially
and adversely affect the rights, privileges or voting powers of the holders of
the Series B Preferred Shares; provided further, that any increase in the amount
of authorized Preferred Shares or the creation or issuance of any other class or
series of Preferred Shares or any increase in an amount of authorized shares of
each class or series, shall not be deemed to materially and adversely affect the
rights, preferences, privileges or voting powers of the Series B Preferred
Shares, if such Series B Preferred Shares rank (y) junior to the Series B
Preferred Shares with respect to payment of distributions or the distribution of
assets upon liquidation, dissolution or winding-up, or (z) on a parity with the
Series B Preferred Shares with respect to payment of distributions or the
distribution of assets upon liquidation, dissolution or winding-up; provided,
that any Series B Preferred Shares issued in reliance on the preceding clause
(z) shall not have been issued to an Affiliate of the Company or are issued to
such Affiliate on arm's length terms. In the event of any conflict or
inconsistency between this Section 6 and Sections 8.2, 10.1 and 10.3 of the
Charter, this Section 6 shall control.

            SECTION 7. TRANSFER RESTRICTIONS. The Series B Preferred Shares
shall be subject to the provisions of Article VII of the Charter.

            SECTION 8. NO CONVERSION RIGHTS. The holders of the Series B
Preferred Shares shall not have any rights to convert such shares into shares of
any other class or series of shares or into any other securities of, or interest
in, the Company except that the Series B Preferred Shares may be exchanged by
the Company for Excess Shares, in accordance with the Charter.

            SECTION 9. NO SINKING FUND. No sinking fund shall be established for
the retirement or redemption of Series B Preferred Shares.

            SECTION 10. NO PREEMPTIVE RIGHTS. No holder of the Series B
Preferred Shares of the Company shall, as such holder, have any preemptive
rights to purchase or subscribe for additional Shares of the Company or any
other security of the Company which it may issue or sell.

            SECOND: The Series B Preferred Shares have been classified and
designated by the Board under the authority contained in the Charter.

            THIRD: These Articles Supplementary have been approved by the Board
in the manner and by the vote required by law.

            FOURTH: These Articles Supplementary shall be effective at the time
the State Department of Assessments and Taxation of Maryland accepts these
Articles Supplementary for record.

            FIFTH: The undersigned Chairman of the Board of Trustees and Chief
Executive Officer of the Company acknowledges these Articles Supplementary to be
the corporate act of the Company and, as to all matters or facts required to be
verified under oath, the undersigned Chairman of the Board of Trustees and Chief
Executive Officer acknowledges that to the best of his knowledge, information
and belief, these matters and facts are true in all material respects and that
this statement is made under the penalties for perjury.

            IN WITNESS WHEREOF, the Company has caused these Articles
Supplementary to be executed under seal in its name and on its behalf by its
President and Chief Executive Officer and attested to by its Secretary on this
1st day of September, 2004.


                              LIBERTY PROPERTY TRUST


                              By: /s/ William P. Hankowsky
                                 ________________________________
                              Name:  William P. Hankowsky
                              Title: Chairman, President and Chief
                                     Executive Officer



[SEAL]

ATTEST:


/s/ James J. Bowes
______________________________
Name:  James J. Bowes
Title: Secretary