Exhibit 10.6
                            NONQUALIFIED SUPPLEMENTAL
                         EXECUTIVE RETIREMENT AGREEMENT

                  This AGREEMENT, dated as of the 9th day of September, is
between Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust
(the "Trust"), and Bruce Goldman (the "Executive"), an officer of the Trust.

                  WHEREAS, the Trust desires to provide a nonqualified
supplemental executive retirement benefit to the Executive as hereinafter
provided, in accordance with the terms of the Amendment to Employment Agreement,
dated July 28, 2004, entered into by the Trust and the Executive;

                  NOW, THEREFORE, in consideration of the mutual covenants
hereinafter set forth and for other good and valuable consideration, the parties
hereto, intending to be legally bound hereby, agree as follows:

                  1. Supplemental Retirement Benefit. The Trust shall establish
a bookkeeping account for the Executive and shall credit such account each
fiscal year with a deemed contribution of $25,000. Such deemed contributions
shall be credited as of January 1 of each year beginning with January 1, 2003,
and shall earn interest at the rate of 10 percent, compounded annually.

                  2. Vesting. The Executive shall be fully vested in all amounts
credited to his account at all times.

                  3. Payments to Executive. Upon termination of the Executive's
employment with the Trust for any reason, the Trust shall pay to the Executive
the amount credited to his account in a single sum within 60 days after such
termination of employment. If the Executive's employment is terminated due to
his death, such amount shall be paid to the Executive's beneficiary, as
designated on the attached Exhibit A.

                  4. Agreement Unfunded. This Agreement shall be unfunded and
the payment of benefits hereunder shall be made from the general assets of the
Trust. Any assets which may be set aside, earmarked, or identified as being
intended for the payment of benefits under this Agreement shall remain assets of
the Trust and shall be subject to the claims of its general creditors. The
Executive shall be a general and unsecured creditor of the Trust to the extent
of the amount in his account, and he shall have no right, title, or interest in
any specific asset that the Trust may set aside, earmark, or identify as for the
payment of benefits under this Agreement.

                  5. Non-Assignability. No benefits under this Agreement shall
be subject in any manner to assignment, anticipation, alienation, sale,
transfer, pledge or encumbrance, and any attempt to do so shall be void and
unenforceable. Such benefits shall not be subject to or liable for the debts,
contracts, liabilities, engagement or torts of the Executive.








                  6. Claims Procedures. The Trust's procedures for claims for
benefits under this Agreement are set forth in Exhibit B attached hereto.

                  7. Amendment and Termination. This Agreement may be amended or
terminated, in whole or in part, upon the mutual agreement of the Executive and
the Trust.

                  8. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the Trust, its successors and assigns, and the
Executive and his heirs, executors, administrators, and legal representatives.

                  9. Headings. The headings of Paragraphs of this Agreement are
for reference only. In the event of a conflict between a heading and the content
of a Paragraph, the content of the Paragraph shall control.

                  10. Governing Law. This Agreement shall be construed in
accordance with, and governed by, the laws of the Commonwealth of Pennsylvania
(without reference to the principles of conflict of laws).

                  IN WITNESS WHEREOF, the Trust has caused this Agreement to be
duly executed by its duly authorized officer, and the Executive has hereunto set
his hand and seal, all as of the day and year first above written.


                                                     PENNSYLVANIA REAL ESTATE
                                                     INVESTMENT TRUST


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



                                                      /s/ Bruce Goldman
                                                     ---------------------------
                                                          Bruce Goldman