Exhibit 10.11

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST

SUPPLEMENTAL RETIREMENT PLAN

FOR JONATHAN B. WELLER

TABLE OF CONTENTS

SECTION I. DEFINITIONS................................................................................. 1

SECTION II. ELIGIBILITY FOR BENEFITS.................................................................... 9

SECTION III. CONTRIBUTIONS............................................................................... 9

SECTION IV. BENEFITS.................................................................................... 11

SECTION V. VESTING OF BENEFITS......................................................................... 14

SECTION VI. PAYMENT OF BENEFITS......................................................................... 15

SECTION VII. INVESTMENT OF CONTRIBUTIONS................................................................. 16

SECTION VIII. ADMINISTRATION AND INTERPRETATION OF THE PLAN............................................... 16

SECTION IX. CLAIMS AND REVIEW PROCEDURE................................................................. 17

SECTION X. BENEFITS PAYABLE ONLY FROM ASSETS
OF THE COMPANY OR ANY TRUST CREATED TO PAY BENEFITS......................................... 19

SECTION XI. AMENDMENT AND TERMINATION................................................................... 19

SECTION XII. MISCELLANEOUS............................................................................... 20

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
SUPPLEMENTAL RETIREMENT PLAN
FOR JONATHAN B. WELLER

Pennsylvania Real Estate Investment Trust (the "Company" or "PREIT") hereby
establishes this Supplemental Retirement Plan for Jonathan B. Weller (the
"Plan") for the purpose of providing Jonathan B. Weller ("Participant") with the
retirement plan benefits set forth herein. The Plan shall be effective as of
September 1, 1994 ("Effective Date"). This Plan is intended to constitute an
unfunded, non-qualified deferred retirement plan.

SECTION I. DEFINITIONS.

For purposes of this Plan, the following words and phrases shall have the
following meanings unless a different meaning is plainly required by the
context.

(a) Accumulated Value. "Accumulated Value" shall mean, for any particular
plan, the value of the Company provided contributions for the Participant to any
defined contribution plans determined without regard to any distributions and
the Participant's accrued benefit in the case of a defined benefit plan (taking
into account any distributions received), calculated year by year, by assuming
the value thereof increases each year by the Assumed Interest Rate in effect for
such year. Accumulated Value shall be determined without regard to actual
investment gains or losses.

(b) Actuarial Assumptions. "Actuarial Assumptions" shall mean the following:

(i) Pre-Retirement Mortality - none

(ii) Post-Retirement Mortality - 1983 IAM (Male Table with 3 year
setback)

(iii) Interest Rate - pre-retirement - the Assumed Interest Rate

Interest Rate - post-retirement - 7% per year.

(iv) Salary Scale Rate - 4 1/2% per year.

(v) COLA Rate - 3 1/2% per year.

(d) Assumed Interest Rate. "Assumed Interest Rate" shall mean the average
yield to maturity available on a U.S. Treasury obligation 10 years from maturity
as of the last day of the Plan Year. Such figure shall be computed by averaging
the closing yields published in the Wall Street Journal as of the last day of
the Plan Year and the last day of the next preceding Plan Year. The Assumed
Interest Rate may change from year to year, but it shall not be adjusted for
prior years.

(e) Average Annual Compensation. "Average Annual Compensation" shall mean the
result obtained by dividing by five the sum of the Compensation received by the
Participant over the highest five (5) Plan Years of employment ending prior to
Normal Retirement Date, or if earlier, Disability, Death or Termination of
Employment, as the case may be. If the Participant is employed for less than
five (5) Plan Years, his Compensation shall be averaged over the number of Plan
Years ending prior to the earlier of Termination of Employment or Normal
Retirement Date. If a Participant is employed for more than 1,000 hours of
service but is not employed for the full Plan Year, his Compensation for the
partial year of employment will be annualized.

(f) Benefits. "Benefits" shall mean the Participant's Retirement Benefit,
Termination Benefit, Disability Benefit or Survivor Benefit, as the case may be.

(g) Board of Trustees. "Board of Trustees" shall mean the Trustees of PREIT.

(h) Code. "Code" shall mean the Internal Revenue Code of 1986, as amended.

(i) Change of Control. "Change of Control" shall mean:

(1) The acquisition by any individual, entity or group (within the
meaning of Section 13(d) (3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (a
"Person") of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 30% or more of the
combined voting power of the then outstanding voting securities
of the Company entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities");
provided, however, that for purposes of this subsection (a), the
following acquisitions shall not constitute a change of Control:
(i) any acquisition directly from the Company, (ii) any
acquisition by the Company, (iii) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company, (iv) any
acquisition by any corporation pursuant to a transaction which
complies with clauses (i), (ii) and (iii) of subsection (c)
below, or (v) any acquisition by any Person entitled to file Form
13G under the Exchange Act with respect to such acquisition; or

(2) individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board of Trustees") cease for any reason to constitute
at least a majority of the Board; provided, however, that any
individual becoming a trustee subsequent to the date hereof whose
election, or nomination for reelection by the Company's
shareholders, was approved by a vote of at least a majority of
the trustees then comprising the Incumbent Board shall be
considered as though such individual whose initial assumption of
office occurs as a result of an actual or threatened election
contest with respect to the election or removal of trustees or
other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board of Trustees; or

(3) approval by the shareholders of the Company of a reorganization,
merger or consolidation or sale or other disposition of all or
substantially all of the assets of the Company (a "Business
Combination"), in each case, unless, following such Business
Combination, (i) all or substantially all of the individuals and
entities who were the beneficial owners of the Outstanding
Company Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than
60% of, respectively, the then outstanding shares of common stock
and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from
such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the
Company or all or substantially all of the Company's assets
either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding
Company Voting Securities, (ii) no Person (excluding any employee
benefit plan (or related trust) of the Company or such
corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 30% or more of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such Business Combination or the
combined voting power of the then outstanding voting securities
of such corporation except to the extent that such ownership
existed prior to the Business Combination and (iii) at least a
majority of the members of the board of trustees or directors of
the entity resulting from such Business Combination were members
of the Incumbent Board at the time of the execution of the
initial agreement, or of the action of the Board of Trustees,
providing for such Business Combination; or

(4) approval by the shareholders of the Company or the Board of
Trustees of a complete liquidation or dissolution of the Company.

(j) Company Retirement Plan Accumulated Value. "Company Retirement Plan
Accumulated Value" shall mean the sum of:

(1) the accumulated Value of the single-sum benefit paid (or
projected to be paid based on the assumptions used by such plan)
to the Participant (or payable if the Participant selected
another form of payment or a rollover) from the Company's
terminated Defined Benefit Pension Plan and any other terminated
retirement plan which may be maintained by the Company,

(2) the Accumulated Value of the Company provided contributions under
any money purchase pension plan, profit sharing plan or 401(k)
plan (excluding employee elective contributions, matching
contributions and earnings thereon and the current year's
contribution to such plan),

(3) the single-sum present value of the Company provided accrued
benefit under any future defined benefit pension plan (based on
the assumptions utilized by such future plan), and

(4) the Accumulated Value of the Participant's Retirement Account
under the Plan, calculated without regard to the current Plan
Year's contribution.

Accumulated Value shall be computed as of the end of the Plan Year from the date
of distribution, transfer or rollover in the case of any terminated plan or as
of the last day of the Plan Year in the case of all other plans. Contributions
made on behalf of a Participant pursuant to a salary reduction agreement shall
not be considered as being provided by the Company. If the normal form of
benefit provided by such plans is other than a single-sum distribution, such
plan benefits shall be converted to a single-sum value or distribution, by using
the Actuarial Assumptions.

(k) Compensation. "Compensation" shall mean the sum of the gross periodic
salary payments and bonuses received by the Participant during each Plan Year,
including gross periodic salary payments deferred by the Participant under any
Section 401(k) plan, or cafeteria plan (as described under Section 125 of the
Code) maintained by the Company; provided, however, that the Compensation of the
Participant shall not, for the purposes of this Plan, exceed the greater of
$150,000 or the applicable limitation in effect as of the beginning of the Plan
Year under Section 401(a)(17) of the Code. Compensation shall not include (a)
amounts paid to the Participant pursuant to this Plan or any other qualified or
nonqualified plan(s) of deferred compensation maintained by the Company, or (b)
other fringe benefits. For purposes of calculating the Normal Retirement
Benefit, Compensation and the Section 401(a)(17) limitation shall be projected
to Normal Retirement Date, using the Salary Scale Rate and the COLA Rate,
respectively.

(l) Covered Compensation. "Covered Compensation" shall have the same meaning
as provided under Section 401(1) of the Code and the regulations thereunder, as
of the beginning of each Plan Year.

(m) Disability. "Disability" shall mean the total and permanent inability of
the Participant to perform the duties of his position with the Company. The Plan
Administrator, in its reasonable discretion, shall determine, not later than
nine months after the onset of the Participant's disability, whether the
Participant is disabled for the purpose of this Plan, provided, however, in the
event the Participant disagrees with the Plan Administrator's determination as
to whether or not the Participant is disabled, the Participant and the Plan
Administrator shall jointly appoint an independent medical doctor to determine
whether or not the Participant has suffered such disability and provided further
that in the event the Participant and the Plan Administrator cannot agree on an
independent medical doctor, the Chief of Internal Medicine at the Thomas
Jefferson University Hospital, 11th and Walnut Streets, Philadelphia, PA 19107,
shall determine whether or not the Participant has suffered such disability. The
determination of the independent medical doctor so utilized or appointed shall
be binding upon the Plan Administrator and the Participant.

(n) Employee. "Employee" shall mean Jonathan B. Weller.

(o) Hours of Service. "Hours of Service" shall mean each hour for which the
Employee is paid, or entitled to payment, for the performance of services for
the Company.

(p) Normal Retirement Benefit. "Normal Retirement Benefit" means the
projected monthly benefit payable for life with 10 years certain, commencing at
Normal Retirement Date, equal to one-twelfth of the sum of (i) 1.958% times
Average Annual Compensation up to Covered Compensation at Normal Retirement Date
times Years of Service to 25 years, and (ii) 2.5495% times Average Annual
Compensation at Normal Retirement Date in excess of his Covered Compensation
times Years of Service to 25 years. For purposes of projecting such benefit, the
Actuarial Assumptions and the limitation of Section 415(b) of the Code shall be
used.

(q) Normal Retirement Date. "Normal Retirement Date" shall mean the first
day of the month following the Participant's sixty-fifth (65th) birthday.

(r) Participant. "Participant" shall mean Jonathan B. Weller, provided that
he has entered into the Participation Agreement.

(s) Participation Agreement. "Participation Agreement" shall mean the
written agreement between the Participant and the Company whereby the Employee
agrees to participate in this Plan and abide by its terms.

(t) Plan Administrator. "Plan Administrator" means the Company.

(u) Plan Year. "Plan Year" means the period September 1 - August 31.

(v) Retirement. "Retirement" shall mean the Participant's Termination of
Employment with the Company after reaching his Normal Retirement Date.

(w) Retirement Account. "Retirement Account" shall mean the account
maintained for the Participant from which his Benefits will be paid.

(x) Termination of Employment. "Termination of Employment" shall mean the
Participant's ceasing to be employed by the Company for any reason whatsoever,
whether on a voluntary or involuntary basis.

(y) Trust. "Trust" shall mean the Trust Agreement with respect to the Plan
between the Company and the trustees specified therein.

(z) Trustee. "Trustee" shall mean the trustee(s) specified in the Trust.

(aa) Valuation Date. "Valuation Date" shall mean August 31 of each year and
such other date(s) selected by the Trustee.

(bb) Vested Benefit. "Vested Benefit" shall mean the product of the balance
of Participant's Retirement Account multiplied by the vesting percentage
determined under Section V.

(cc) Year of Service. "Year of Service" shall mean each twelve (12) month
period that ends on the last day of a Plan Year (including periods prior to the
Effective Date which correspond to a Plan Year) in which the Participant
completes or has completed at least one thousand (1,000) hours of service as a
full-time employee of the Company. As of the Effective Date, Participant has
completed 20 Years of Service.

SECTION II. ELIGIBILITY FOR BENEFITS.

Jonathan B. Weller shall be entitled to participate in this Plan following
execution of the Participation Agreement. Except for any rights to vested
benefits under Section IV, the Participant shall cease to be a Participant upon
the earlier of (a) his Termination of Employment prior to his Normal Retirement
Date, (b) his Disability, and (c) his Retirement.

SECTION III. CONTRIBUTIONS

(a) Provided the Participant completes at least 1,000 hours of service
during the Plan Year, the Company shall make a net contribution to the Plan, as
determined under paragraphs (b) and (c), provided, however, such service
requirement shall be waived if the Participant terminates service during the
Plan Year as a result of death or Disability.

(b) For each Plan Year ending prior to the Participant's Normal Retirement
Date, the Company's enrolled actuary shall determine the gross annual
contribution required for such year to fund the difference between (i) the
present value of the Participant's Normal Retirement Benefit and (ii) his
Company Retirement Plan Accumulated Value. Such values and computations, except
as otherwise defined herein, shall be based on the following equation:

GC(t) = PVB(t) - AV(t) x S(t)
-------------
PVS(t)

The terms of the above equation are defined as follows:

(t) = a date of reference which in this case shall mean the last day of the
Plan Year of reference.

GC(t) = gross annual contribution for a Plan Year of reference which is deemed
paid on the date (t).

PVB(t) = the single-sum present value of the Participant's Normal Retirement
Benefit as of the date represented by (t) calculated by applying the
Actuarial Assumptions.

AV(t) = the Participant's Company Retirement Plan Accumulated Value as of the
date (t).

S(t) = the Participant's Compensation (without regard to the limitations
provided in Section I(k)) for the Plan Year ended on the date (t). For
purposes of this plan equation, the Compensation for the Plan year will
be deemed paid on the last day of such year.

PVS(t)= the present value on the date represented by (t) of the Participant's
projected future Compensation for all Plan Years from and including (t)
through the last day of the Plan Year next preceding the Participant's
Normal Retirement Date. For purposes of this equation, Compensation for
each Plan Year will be deemed paid on the last day of such year and
shall be projected to increase annually at the Salary Scale Rate. The
present value at the date (t) of the Participant's projected future
Compensation shall be calculated by applying the Assumed Interest Rate.

(c) The Company's net contribution shall be equal to the difference between
(i) the gross contribution determined in paragraph (b) and (ii) the Company's
contribution made on behalf of the Participant (other than elective and matching
contributions) to any other Company retirement plan described in Section
I(j)(2).

(d) The Company's net contribution will be made within sixty (60) days
following the end of the Plan Year; provided, however, if a contribution is
required for the Plan Year in which the Participant's Normal Retirement Date
occurs, such contribution shall be made within sixty (60) days following the
Participant's Normal Retirement Date.

(e) Attached hereto as Schedule A is a sample computation for the
Participant computed as of the Effective Date based on various assumptions. Line
12 of Schedule A reflects the gross contribution, line 13 reflects the projected
Company Contribution to the Company's 401(k) plan, and line 14 reflects the net
contribution to the Plan.

SECTION IV. BENEFITS.

(a) Retirement Benefit. Upon Participant's Retirement, the Company shall pay
the Participant commencing on the Retirement Benefit Commencement Date (as
defined herein), in lieu of the Participant's "Disability Benefit" (as defined
herein), "Survivor Benefit" (as defined herein), and "Termination Benefit" (as
defined herein), an annual retirement benefit ("Retirement Benefit") based on
the balance of his Retirement Account. Retirement Benefits shall be paid in five
(5) annual installments commencing within sixty (60) days following Retirement
("Retirement Benefit Commencement Date") and on the four (4) anniversaries
thereafter until five (5) installment payments have been made. Annual benefits
shall be calculated by dividing the balance in the Participant's Retirement
Account as of the most recent anniversary by the number of remaining payments,
provided the entire balance shall be distributed with the last installment.

(b) Termination of Employment Benefit. Following the Participant's
Termination of Employment prior to the Participant's Retirement, the Company
shall pay the Participant on the Termination Benefit Commencement Date (as
defined herein), in lieu of the Participant's Retirement Benefit, Disability
Benefit and Survivor Benefit, a benefit ("Termination Benefit") equal to his
Vested Benefit. Termination Benefits shall be paid in five (5) annual
installments commencing within sixty (60) days following Participant's Normal
Retirement Date ("Termination Benefit Commencement Date") and on the four (4)
anniversaries thereafter until five (5) installment payments have been made.
Annual benefits shall be calculated by dividing the balance of the Vested
Benefit in the Participant's Retirement Account as of the most recent
anniversary by the number of remaining payments, provided the entire balance
shall be distributed with the last installment.

(c) Disability Benefit. If the Participant terminates employment prior to
his Normal Retirement Date due to a Disability, or incurs a Disability after
terminating employment, the Company shall pay the Participant commencing on the
Disability Benefit Commencement Date (as defined herein), in lieu of the
Participant's Retirement Benefit, Survivor Benefit and Termination Benefit, a
disability benefit ("Disability Benefit") equal to his Vested Benefit.
Disability Benefits shall be paid in five (5) annual installments commencing
within sixty (60) days of the Plan Administrator's determination of Disability
("Disability Benefit Commencement Date") and on the four (4) anniversaries
thereafter until five (5) installment payments have been made. Annual benefits
shall be calculated by dividing the balance of the Vested Benefit in the
Participant's Retirement Account as of the most recent anniversary by the number
of remaining payments, provided the entire balance shall be distributed with the
last installment.

(d) Suvivor Benefit - Death Prior to Commencement of Benefits. If the
Participant dies prior to commencement of Benefits, the Company shall pay to the
Participant's Beneficiary not later than the sixtieth (60th) day following the
Participant's death ("Survivor Benefit Commencement Date"), in lieu of the
Participant's Retirement Benefit, Disability Benefit and Termination Benefit, a
single sum payment ("Survivor Benefit") equal to his Vested Benefit.

(e) Survivor Benefit - Death After Commencement of Benefits. If the
Participant dies after Benefits have commenced but before he has received his
entire Benefit, the Company shall pay to the Participant's beneficiary, the
balance of his Vested Benefit in a single sum not later than the sixtieth (60th)
day following the Participant's death.

(f) Participant's Election to Receive Benefits in Alternate Form or at
Alternate Date. Notwithstanding the date on which Benefits are scheduled to
commence or the period over which benefits are payable under paragraphs (a),
(b), (c), (d), or (e), the Participant may, prior to commencing participation
hereunder, elect to receive Benefits at an earlier or later date and over a
shorter or longer time period or to have Survivor Benefits paid over a longer
time period. Once an election had been made by the Participant, such election
shall be irrevocable and cannot be changed.

(g) Change of Control.

(1) Causing Termination of Employment. If the Participant is terminated
within six (6) months following a Change of Control, Benefits shall
be paid in a single sum within thirty (30) days of termination.

(2) Following Termination of Employment. If a Change of Control occurs
following termination of employment, Benefits shall be paid in a
single-sum within thirty (30) days of the effective date of the
Change of Control.

(3) Liquidation or Dissolution of Company. If there is a liquidation or
dissolution of the Company, all Benefits shall be paid in a single-
sum with thirty (30) days of the date of (i) approval of such
liquidation or dissolution by the shareholders or (ii) if earlier,
approval by the Board of Trustees.

SECTION V. VESTING OF BENEFITS.

(a) The Participant shall be entitled to a vested (nonforfeitable) interest
in his Benefits based upon his Years of Service in accordance with the following
schedule:

Years of Vested
Service Percentage
--------------------- ---------------------

1 20%
2 40%
3 60%
4 80%
5 100%

(b) Notwithstanding the foregoing vesting schedule, the Participant's
Benefits shall become fully vested (nonforfeitable) upon the occurrence of any
of the following events while employed by the Company.

(i) After Retirement. Retirement of the Participant.

(ii) Plan Termination. Termination of this Plan by the Company.

(iii) Death. Death of the Participant.

(iv) Disability. Disability of the Participant.

(v) Change of Control. Change of Control of the Company.

SECTION VI. PAYMENT OF BENEFITS.

(a) All Benefits shall be payable solely from the Retirement Account
established for the Participant. Such payment shall be made in cash, unless the
Participant or Beneficiary elects, and the Trustee in his sole discretion
consents, to pay the Participant in kind with any property in the Participant's
Retirement Account.

(b) Beneficiary. The Participant shall designate a beneficiary or
beneficiaries by delivering written notice of such designation to the Trustee in
such form as the Company may prescribe. The Participant may revoke or modify the
designation at any time by a further written designation delivered to the
Trustee in accordance with the terms hereof. If for any reason more than one
such designation has been made, the most recent such designation shall control
for the purpose of any payments to be made by the Trustee.

(c) Beneficiary Under Other Plan Provisions. In the case of any payment that
the Company shall make under this Plan, the Participant's beneficiary
designation shall be deemed automatically revoked in the event of the death of
the beneficiary or, if the beneficiary is the Participant's spouse, in the event
of dissolution of marriage. If no designation shall be in effect at the time
when any Benefits payable by the Company or Trustee under this Plan shall become
due, the beneficiary shall be the spouse of the Participant, or if no spouse is
then living, the beneficiaries shall be the Participant's children, per stirpes,
or if none, the beneficiary shall be the legal representative of the
Participant's estate. In the event a Benefit is payable by the Company or
Trustee under this Plan to a beneficiary who is a minor or a person declared
incompetent, or to a person incapable of handling the disposition of his
property, the Company or Trustee may pay such Benefit to the beneficiary's
guardian or legal representative, or if none, to any other person having the
care or custody of the beneficiary. The Company or Trustee may require such
proof of incompetency, minority, legal custody, guardianship, etc., as it deems
appropriate prior to distribution of the Benefit. Such distribution shall
completely discharge the Company and its officers and trustees from all
liability with respect to such Benefit.

SECTION VII. INVESTMENT OF CONTRIBUTIONS.

(a) Self-Direction of Investments. The Trustee shall have the sole authority
to invest the assets of the Trust; however, the Participant may request that the
Trustee invest contributions made to the Participant's Retirement Account in any
investment authorized by the Trust, including Company stock. The Trustee, in its
discretion, may agree to invest contributions in such self-directed investments;
provided, however, if the Trustee does not invest in such self-directed
investments, the value of the Participant's Retirement Account and the Benefits
payable hereunder shall nonetheless be calculated as if such self-directed
investments were made. The Company shall make an additional contribution to the
Trust to cure any deficiency in the value of the Participant's Retirement
Account to the extent the Trustee fails to follow the investment direction of
the Participant. Such contribution shall be made in the same manner and at the
same time as other contributions. The Participant and his Beneficiary shall have
no interest in any assets purchased by the Trustee.

(b) Valuation of Assets. The Participant's Retirement Account balance shall
be adjusted as of each Valuation Date for contributions, realized and unrealized
earnings and losses, and Benefit payments.

SECTION VIII. ADMINISTRATION AND INTERPRETATION OF THE PLAN.

(a) Company. The Plan Administrator may appoint any person, or persons to
assist it in the administration and interpretation of this Plan including but
not limited to employing a certified actuary to determine the amount of the
Participant's Benefits under this Plan. The Plan Administrator may adopt such
rules and regulations relating to this Plan as it may deem necessary or
advisable for the administration and interpretation of this Plan. Subject to
Section IX, interpretation of the Plan provisions by the Plan Administrator,
including, but not limited to determining the amount of the Participant's
Benefits, shall be final and binding upon the Participant and his Beneficiaries.

(b) Reliance Upon Information. The Company and the Plan Administrator shall
not be liable for any decision or action taken in good faith in connection with
the administration of this Plan. Without limiting the generality of the previous
sentence, any such decision or action taken by the Company or the Plan
Administrator in reliance upon any information supplied to it by an officer of
the Company, the Company's legal counsel, the Company's enrolled actuary, or the
Company's independent accountants in connection with the administration of this
Plan shall be deemed to have been taken in good faith.

(c) Fiduciaries. The Plan Administrator is hereby designated as the Plan's
named fiduciary, as defined in the Employee Retirement Income Security Act of
1974, as amended.

(d) Cost of Administration. The costs of administering the Plan shall be
paid by the Company.

SECTION IX. CLAIMS AND REVIEW PROCEDURE.

(a) Claims and Procedure. If the Participant or the Participant's
beneficiary (hereinafter referred to as the "Claimant") is denied all or a
portion of any expected Benefit under this Plan for any reason, he may file a
claim with the Plan Administrator. The Plan Administrator shall notify the
Claimant within sixty (60) days of allowance or denial of the claim, unless the
Claimant receives written notice from the Plan Administrator prior to the end of
the sixty (60) day period stating that (a) special circumstances exist which
require an extension of time for its decision and (b) the date by which it
expects to receive a final decision. The notice of the Plan Administrator's
decision shall be in writing, sent by mail to Claimant's last known address,
and, if a denial of the claim, shall contain the following information: the
specific reasons for the denial; specific reference to pertinent provisions of
the Plan on which the denial is based, if applicable, a description of any
additional information or material necessary to perfect the claim and an
explanation of why such information or material is necessary; and an explanation
of the review procedure.

(b) Request for Review. A Claimant is entitled to request a review of any
denial of his or her claim by the Plan Administrator. The request for review
must be submitted to the Plan Administrator in writing within sixty (60) days of
mailing and notice of the denial. Absent a request for review within the sixty
(60) day period, the claim will be deemed to be conclusively denied.

(c) Review. The Claimant or his representative shall be entitled to review
all pertinent documents and to submit issues and comments in writing. The Plan
Administrator in its sole discretion may afford the Claimant a hearing. The Plan
Administrator shall render a review decision in writing within sixty (60) days
after receipt of a request for a review, provided that, in special circumstances
(such as to hold a hearing) the Plan Administrator may extend the time for
decision by not more than sixty (60) days upon written notice to Claimant. The
Claimant shall receive written notice of the Plan Administrator's reviewed
decision, which shall contain specific reasons for the decision with references
to the pertinent provisions of the Plan.

SECTION X. BENEFITS PAYABLE ONLY FROM ASSETS
OF THE COMPANY OR ANY TRUST CREATED TO PAY BENEFITS.

(a) Trust. The Company shall establish a Trust Fund with the Trustee to
which all contributions required hereunder shall be made. Such trust shall be a
grantor trust under applicable provisions of the Code. All assets allocable to a
Participant's Retirement Account shall be held in the name of the Trustee and,
subject to paragraph (b) below, shall solely be used to provide Benefits to the
Participant and his Beneficiary. No moneys in the Trust shall be returned to the
Company until all obligations to the Participant and his Beneficiary have been
satisfied in full.

(b) Unsecured Creditor. The right of the Participant or his Beneficiary to
any Benefits under this Plan shall be solely that of an unsecured creditor of
the Company. Any insurance policy, annuity or other assets held by Company or
the Trust in connection with its liabilities hereunder shall not be deemed to be
held under any trust for the benefit of the Participant or his Beneficiary or to
be security for the performance of the obligations of the Company, but shall be,
and remain a general, unpledged and unrestricted asset of the Company.

SECTION XI. AMENDMENT AND TERMINATION.

Subject to any limitations or conditions imposed in a Participant's
employment agreement or changes required by applicable law, the Board of
Trustees of the Company may not, prior to the end of any term of the
Participant's employment agreement, amend or terminate this Plan. The Board of
Trustees of the Company may not reduce or modify any Benefits which have vested
under Section V without the written consent of the Participant, or if he had
died, his Beneficiary.

SECTION XII. MISCELLANEOUS.

(a) Assignment of Benefits. Neither the Participant nor any Beneficiary
under this Plan shall have any right to assign, transfer, pledge or otherwise
encumber the right to receive any Benefits hereunder, and any attempted
assignment, transfer, pledge or other encumbrance shall be void and have no
further force and effect. No Benefits payable hereunder shall in any manner be
subject to the debts, contracts, liabilities, engagements or torts of any
person, nor shall they be subject to attachment or other legal process for or
against any person, except to such extent as may be required by law.

(b) Employment Not Guaranteed by Plan. Neither this Plan nor any action
taken hereunder shall be construed as giving the Participant the right to be
retained as an Employee of the Company for any period.

(c) Taxes. All taxes on amounts earned by the Trust shall be paid by the
Company from assets other than the assets held in the Trust. The Company shall
deduct from all Benefit payments or accruals made to Participant or to a
Participant's beneficiaries hereunder all applicable federal, state or local
taxes required by law to be withheld from such payments or accruals.

(d) Construction. The Plan shall be construed according to the laws of the
Commonwealth of Pennsylvania.

(e) Form of Communication. Any election, claim, notice or other
communication required or permitted to be made by a Participant or a
Participant's Beneficiary under this Plan shall be made in writing and in such
form as shall be prescribed. Such communication shall be effective upon written
receipt, or if mailed, when delivered to the United States Post Office if sent
by certified mail, return receipt requested, postage prepaid and addressed to
President, Pennsylvania Real Estate Investment Trust, 455 Pennsylvania Avenue,
Suite 135, Fort Washington, Pennsylvania 19034.

(f) Captions. The captions at the head of sections of this Plan are designed
for convenience of reference only and are not to be resorted to for the purpose
of interpreting any provision of this Plan.

(g) Severability. The invalidity of any portion of this Plan shall not
invalidate the remainder, and the remainder shall continue in full force and
effect.

(h) Binding Agreement. The provisions of this Plan shall be binding upon the
Participant, the Company and their successors, assigns, heirs, executors, legal
representatives and beneficiaries.

(i) Number and Gender. When from the context it appears appropriate, each
term stated either in the singular or the plural shall include the singular and
the plural, and the pronouns stated either in the masculine, the feminine or the
neuter shall include the masculine, the feminine and the neuter.

(j) The name and designation Pennsylvania Real Estate Investment Trust is
the designation of the Trustees from time to time under the Trust Agreement
amended and restated as of December 16, 1987 and recorded in the Office for the
Recording of deeds in Norristown, Montgomery County, Pennsylvania, in Deed Book
4864, page 1463, and all persons dealing with the Pennsylvania Real Estate
Investment Trust must look solely to the property thereof for the enforcement of
any claims against Pennsylvania Real Estate Investment Trust, as neither the
trustees thereof, officers, agents or shareholders of the Pennsylvania Real
Estate Investment Trust assume any personal liability for obligations entered
into by the Pennsylvania Real Estate Investment Trust by reasons of their status
as said trustee, officer, agent or shareholder.

This Plan is duly adopted by the Company this 27th day of October, 1995.

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST

ATTEST:
/s/ Jeffrey A. Linn By: /s/ Sylvan M. Cohen
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Sylvan M. Cohen, Chairman

By: /s/ Robert Rogers
---------------------------
Trustee

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
SUPPLEMENTAL RETIREMENT PLAN FOR JONATHAN B. WELLER
PARTICIPATION AGREEMENT

THIS AGREEMENT is made and entered into as of the 1st day of September, 1994
by and between PENNSYLVANIA REAL ESTATE INVESTMENT TRUST (the "Company") and
JONATHAN B. WELLER (the "Employee").

W I T N E S E T H:

WHEREAS, in order to retain Employee's continued services, the Company has
agreed to provide the Employee with certain supplemental retirement benefits;
and

WHEREAS, in order to provide such supplemental retirement benefits, the
Company has adopted the Pennsylvania Real Estate Investment Trust Supplemental
Retirement Plan for Jonathan B. Weller, a copy of which is attached hereto as
Exhibit "A" (the "Plan").

NOW, THEREFORE, in consideration of the above premises and other valuable
consideration the receipt and sufficiency of which is acknowledged by the
parties hereto, the parties intending to be legally bound agree as follows:

1. Participant. The Employee is hereby designated as the Participant in the
Plan, and the Employee shall continue as a Participant in the Plan in accordance
with its terms.

2. Incorporation of the Plan. The Plan, including any future amendments, is
hereby incorporated into and made a part of this Agreement as though set forth
in full herein. The parties shall be bound by, and have the benefit of, each and
every provision of the Plan.

3. Information Regarding the Employee. The Employee represents that he was
born on December 14, 1996, and that his Social Security Number is [omitted].

4. Entire Agreement. This Agreement constitutes the entire agreement between
the parties and supersedes all prior agreements or proposals with regards to the
pension plan benefits to be provided to the Employee by the Company. No rights
are granted to the Employee by virtue of this Agreement other than those
specifically set forth in the Plan.

5. Employee's initial primary beneficiary shall be Janine S. Weller, his
wife and his contingent beneficiaries shall be Andrew Weller, Robert Weller and
Margot Weller, his children. Employee shall have the right to change his
beneficiary at any time by providing a Designation of Beneficiary Form to the
Company.

6. Benefit Payments. Employee hereby elects to have Benefits distributed as
follows: Retirement and Termination Benefits - (3) annual payments commencing 30
days after Retirement; provided, however, if such Benefits are considered wages
under the Social Security Retirement Test or if the receipt of such Benefits
would result in a reduction in the Participant's Social Security benefits,
Benefits shall be distributed in a single sum on the same date. Death Benefits -
single sum within 60 days of death. Employee hereby acknowledges that his
election under this section concerning the time and manner in which Benefits are
distributed is irrevocable.

7. Taxes. Employee and his Beneficiary shall be responsible for any and all
taxes which may be payable with respect to the Benefits paid by the Trust. The
Company shall withhold such amounts as may be required under Federal, state or
local law. The Company will reflect such amounts annually on From W-2, Form 1099
or such other form deemed appropriate.

8. This Agreement shall be subject to the terms and conditions of the
Employment Agreement between the Company and the Employee.

IN WITNESS WHEREOF, the parties have entered into this Agreement this 27th
day of October, 1995, as of the day and year written above.

ATTEST: PENNSYLVANIA REAL ESTATE INVESTMENT TRUST

[graphic omitted] By: /s/ Sylvan M. Cohen
- --------------------- -----------------------------
Secretary Sylvan M. Cohen, Chairman

EMPLOYEE:

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

AMENDMENT NO.1
TO THE
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
SUPPLEMENTAL RETIREMENT PLAN
FOR JONATHAN B. WELLER

WHEREAS, the Pennsylvania Real Estate Investment Trust (the "Trust")
established the Pennsylvania Real Estate Investment Trust Supplemental
Retirement Plan for Jonathan B. Weller (the "Plan") effective September 1, 1994,
in order to provide Jonathan B. Weller the retirement benefits set forth
therein;

WHEREAS, the Trust changed its fiscal year end to December 31 in 1997; and

WHEREAS, the Trust desires to amend the Plan to change the Plan Year end to
December 31 effective in 1998, and to make additional corresponding changes to
the Plan;

NOW, THEREFORE, effective September 1, 1998, the plan is hereby amended, as
follows:

1. Paragraph (a) of Section I (DEFINITIONS) is amended to read as follows:

(a) Accumulated Value. "Accumulated Value" shall mean, for any
particular plan, the value of the Company-provided contributions for the
Participant to any defined contribution plans determined without regard to
any distributions and the Participant's accrued benefit in the case of a
defined benefit plan (taking into account any distributions received),
calculated on a Plan Year basis, by assuming the value thereof increases
each Plan Year by the Assumed Interest Rate in effect for such Plan Year.
Accumulated Value shall be determined without regard to actual investment
gains or losses.

2. A new sentence is added to the end of paragraph (e) (Average Annual
Compensation) of Section I to read as follows:

For purposes of this Section I(e), a Participant's Compensation for the
short Plan Year from September 1-December 31, 1998 will be annualized.

3. Paragraph (k) of Section I is amended to read as follows:

(k) Compensation. "Compensation" shall mean the sum of the gross
periodic salary payments and bonuses received by the Participant during each
Plan Year, including gross periodic salary payments deferred by the
Participant under any Section 401(k) plan, or cafeteria plan (as described
under Section 125 of the Code) maintained by the Company; provided, however,
that the Participant's Compensation for the short Plan Year from September
1,-December 31, 1998 shall be equal to his Compensation for the 1998
calendar year multiplied by one-third. The Compensation of the Participant
for any Plan Year shall not exceed $150,000 or the applicable limitation in
effect as of the beginning of the Plan Year under Section 401(a)(17) of the
Code. Compensation shall not include (a) amounts paid to the Participant
pursuant to this Plan or any other qualified or nonqualified plan(s) of
deferred compensation maintained by the Company, or (b) other fringe
benefits. For purposes of calculating the Normal Retirement Benefit,
Compensation and the Section 401(a)(17) limitation shall be projected to
Normal Retirement Date, using the Salary Scale Rate and the COLA Rate,
respectively.

4. Paragraph (u) of Section I is amended to read as follows:

(u) Plan Year. "Plan Year" shall mean, prior to August 31, 1998, the
period from September 1 - August 31. There shall be a short Plan Year from
September 1 - December 31, 1998, and effective January 1, 1999, "Plan Year"
shall mean the calendar year.

5. Paragraph (aa) of Section I is amended to read as follows:

(aa) Valuation Date. "Valuation Date" shall mean the last day of each
Plan Year and such other date(s) selected by the Trustee.

6. Paragraph (cc) of Section I is amended to read as follows:

(cc) Year of Service. "Year of Service" shall mean each Plan Year in
which the Participant completes or has completed at least one thousand
(1,000) Hours of Service as a full-time employee of the Company. In
addition, the Participant's Years of Service shall include each twelve (12)
month period prior to the Effective Date ending on August 31 in which he
completed at least one thousand (1,000) Hours of Service as a full-time
employee of the Company. Notwithstanding the foregoing, for the short Plan
Year from September 1 - December 31, 1998, the Participant shall receive
credit for one-third of a Year of Service, provided he completes at least
333.33 Hours of Service in such Plan Year.

7. Paragraph (a) of Section III (CONTRIBUTIONS) is amended to read as
follows:

(a) Provided the Participant completes at least 1,000 Hours of Service
during the Plan Year, the Company shall make a net contribution to the Plan,
as determined under paragraphs (b) and (c); provided, however, such service
requirement shall be waived if the Participant terminates service during the
Plan Year as a result of death or Disability. For the short Plan Year
commencing September 1, 1998 and ending December 31, 1998, "333.33" shall be
substituted for "1,000" in the preceding sentence.

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8. Section V is amended to read as follows:

As of August 31, 1998, the Participant has completed five Years of
Service and, therefore, is fully vested in his Benefits under the Plan.

IN WITNESS WHEREOF, the undersigned hereby adopt this Amendment No. 1 on
behalf of the Trust.

[SEAL] PENNSYLVANIA REAL ESTATE INVESTMENT TRUST

Attest: By: /s/ Dante J. Massimini
- ------------------------- ------------------------------------
5/16/2000 Senior Vice President and Treasurer

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