Investor Relations

LIBERTY PROPERTY TRUST CODE OF CONDUCT

I. Background - Administration

The reputation and integrity of the Company is a valuable asset that is vital to the Company's success. Each employee, including each officer, is responsible for conducting the Company's business in a manner that demonstrates a commitment to the highest standards of integrity. This Code has been adopted to help employees meet these standards. Specifically, the purpose of this Code is:

• to encourage among our employees a culture of honesty, accountability and mutual respect,
• to provide guidance to help employees to recognize and deal with ethical issues and
• to provide additional mechanisms for employees to report unethical conduct.

While this Code is designed to provide helpful guidelines, it is not intended to address every specific situation. Nevertheless, in every instance, we require that employees act honestly, fairly and with a view towards "doing the right thing." Therefore, dishonest, unethical or illegal conduct will constitute a violation of this Code, regardless of whether such conduct is specifically referenced in this Code.

Our Board of Trustees is ultimately responsible for the implementation of the Code of Conduct. The Board has designated General Counsel to be the compliance officer (the "Compliance Officer") for the implementation and administration of the Code. Employees should feel free to direct questions concerning this Code to the Compliance Officer. Whenever the term "Executive Officer" is used it means the Chief Executive Officer, President, any Executive Vice President, Chief Operating Officer, Chief Financial Officer, Director of Strategic Initiatives or General Counsel of the Company, depending on the subject matter.

II. Overview

It is the policy of the Company: (a) to comply with all applicable governmental laws, rules and regulations; (b) to expect that all employees at all times observe honest and ethical conduct in the performance of the Company's related responsibilities, including avoidance of conflicts of interest; (c) to expect all employees to treat others with dignity, including other employees, shareholders, tenants and vendors; and (d) to encourage and support internal disclosure of any violation of this policy for appropriate action.

The Code of Conduct governs the business-related conduct of all Company employees, including, but not limited to the chief executive officer, chief financial officer and all other officers of the Company.

III. Compliance With Law

A variety of laws apply to the Company and its operations. Each employee is expected to comply with all such laws, including securities laws, as well as rules and regulations adopted under such laws. Examples of criminal violations under these laws include:

• stealing, embezzling or misapplying Company funds,
• using threats, physical force or other unauthorized means to collect money,
• making false entries in the books and records of the Company, or engaging in any conduct that results in the making of such false entries,
• making a payment for an expressed purpose on the Company's behalf to an individual who intends to use it for a different purpose;
• utilizing Company funds or other assets or services to make a political contribution or expenditure; and
• making payments, whether Company-related or personal, of cash or other items of value that are intended to influence the judgment or actions of political candidates, government officials or businesses in connection with any of Company activities.

IV. Conflicts of Interest

Employees are expected to make or participate in business decisions and actions in the course of their employment with the Company based on the best interests of the Company as a whole, and not based on personal relationships or benefits. A conflict of interest, which can occur or appear to occur in a wide variety of situations, can compromise employees' business ethics. Generally speaking, a conflict of interest occurs when an employee's or an employee's immediate family's personal interest interferes with, or has the potential to interfere with, the interests or business of the Company. For example, a conflict of interest may occur where an employee or a family member receives a gift, a unique advantage, or an improper personal benefit as a result of the employee's position at the Company. A conflict of interest could make it difficult for an employee to perform Company-related duties objectively and effectively because he or she is involved in a competing interest. The following is a discussion of certain common areas that raise conflict of interest issues. However, a conflict of interest can occur in a variety of situations. You must be alert to recognize any situation that may raise conflict of interest issues and must disclose to the Compliance Officer any material transaction or relationship that reasonably could be expected to give rise to actual or apparent conflicts of interest with the Company.

Outside Activities/Employment - Any outside activity must not significantly encroach on the time and attention employees devote to their Company-related duties and should not adversely affect the quality or quantity of their work. In addition, employees may not make personal use of Company equipment, facilities or supplies without permission from the Compliance Officer, or imply (without the Company's approval) the Company's sponsorship or support of any outside activity, and under no circumstances are employees permitted to take for themselves or their family members business opportunities that are discovered or made available by virtue of their positions at the Company. Moreover, no employee may perform services for or, except as noted in the following paragraph, have a financial interest in any entity that is or to an employee's knowledge may become, a vendor, tenant or competitor of the Company. Officers of the Company may not engage in outside employment without the Company's prior written approval.

With respect to vendors, tenants or competitors, employees may have a passive investment in up to one percent of the total outstanding shares of an entity that is listed on a national or international exchange, or quoted on Nasdaq, the OTC Bulletin Board or a similar quotation service, provided that the investment is not so large financially either in absolute dollars or percentage of the employee's total investment that it creates the appearance of a conflict of interest.

Civic/Political Activities - Employees are encouraged to participate in civic, charitable or political activities so long as such participation does not encroach on the time and attention they are expected to devote to their Company-related duties. Such activities are to be conducted in a manner that does not involve the Company or its assets or facilities, and does not create an appearance of the Company's involvement or endorsement.

Inventions, Books and Publications - Employees must receive written permission from the Compliance Officer before developing, outside of the Company, any products, software or intellectual property that may be related to the Company's current or potential business.

Proper Payments - Company employees should pay for and receive only that which is proper. Company employees should not make or promise payments to influence another's acts or decisions, and Company employees must not give gifts beyond those extended in normal business.

Gifts - Company employees and members of their families must not give or receive valuable gifts (including gifts of equipment or money, discounts or favored personal treatment) to or from any person associated with the Company' vendors or tenants. Acceptance of a gift in the nature of a memento, such as a conference gift or other inconsequential gift valued at no more than three hundred dollars ($300) is permitted. Engaging in normal occasional business related entertainment, such as meals or use of sporting, theatrical or other public event tickets is permissible with the understanding that it is expected the Company's employee will exercise sound judgment in reliance on this exception so as to avoid any situation that may otherwise be subject to question. Frequently asked questions and the appropriate answers regarding this topic appear in the Company's Employee Manual.

Loans to Employees - The Company will not make loans or extend credit guarantees to or for the personal benefit of officers except as permitted by law and the listing standards of the New York Stock Exchange, or any other exchange or quotation system on which the Company's Common Shares are listed in the future. Loans or guarantees may be extended to other employees only with the Company's approval.

Insider Trading - Employees are prohibited from trading in securities while in possession of material inside information. Among other things, trading while in possession of material inside information can subject the employee to criminal or civil penalties.

It is likely that at various moments in time you will have information about the Company that is not known to the investing public and is "material," in that it might be significant to a decision as to whether to buy, sell or hold the Company's common shares or other securities. In such event, under the securities laws of the United States and our policy, you must not:

• use such information as an opportunity for personal gain; or
• disclose such information to persons outside the Company.

The safest policy is not to conduct any transactions in the Company's common shares or other securities at any time without consulting our General Counsel. The Company expects strict compliance with this policy by all personnel at every level. Failure to observe this policy may result in serious legal difficulties for you, as well as the Company. A failure to follow the letter and spirit of this policy would be considered a matter of extreme seriousness. If you ever have any questions concerning appropriate behavior in this area, do not make your own judgment. Consult with our General Counsel.

V. Sexual Harassment

All employees have the right to work in an environment free from any type of discrimination, including freedom from sexual harassment.

The Company prohibits the sexual harassment of our employees in any form, by any party. Such conduct may result in disciplinary action being taken against any employee who is found to have harassed another employee, up to and including dismissal from employment.

Specifically, no supervisor may threaten or insinuate, either explicitly or implicitly, that an employee's refusal to submit to sexual advances will adversely affect the employment, evaluation, wages, advancement, assigned duties or any other term or condition of employment or career development of any employee.

Other sexually harassing conduct in the workplace, whether committed by supervisors or non-supervisory personnel, is also strictly prohibited. Such conduct includes: repeated offensive sexual flirtations, advances or propositions; continual or repeated verbal abuse of a sexual nature; graphic verbal commentaries about an individual's body; sexually degrading words used to describe an individual; or the display in the workplace of sexually suggestive objects or pictures.

Moreover, the Company will not tolerate any client, guest or visitor engaging in any of the aforesaid types of harassment against any of its employees. Appropriate remedial action will be taken against any such non-employee who sexually harasses an employee of the Company.

Any employee who believes that he or she has been a victim of or subject to sexual harassment should immediately report such conduct to his or her supervisor or regional manager, and failing a satisfactory response, then to Human Resources or to a member of senior management. Employees subjected to such acts will be asked to sign a statement detailing the conduct which they feel constitutes harassment. All complaints will be thoroughly and impartially investigated, in strict confidence. Whenever a complaint is found to be have merit, prompt remedial action will be taken.

This policy statement is meant to assure all of our employees that under no circumstances will the Company tolerate any form of sexual harassment.

VI. Fair Dealing

Each employee should deal fairly and in good faith with the Company's other employees, tenants, suppliers, regulators, business partners and others. No employee may take unfair advantage of anyone through manipulation, misrepresentation, inappropriate threats, fraud, abuse of confidential information or other related conduct.

VII. Proper Use of Company Assets

The Company assets, including facilities, materials, supplies, time, information, intellectual property, software, and other assets owned or leased by the Company, or that are otherwise in the Company's possession, may be used only for legitimate business purposes. The personal use of the Company's assets without the Company's approval is prohibited.

VIII. Delegation of Authority

Each employee, and particularly each of the Company's officers, must exercise due care to ensure that any delegation of authority is authorized, reasonable and appropriate in scope, and includes appropriate and continuous monitoring.

IX. Handling Confidential Information

Employees should observe the confidentiality of information that they acquire by virtue of their employment by the Company, including information concerning tenants, vendors, competitors and other employees, except where disclosure is approved by the Company or otherwise legally mandated. Of special sensitivity is financial information about the Company, tenants, vendors and competitors, which should under all circumstances be considered confidential. In addition, employees must safeguard proprietary information, which includes information that is not generally known to the public and has commercial value. Proprietary information includes, among other things, software programs, source and object codes, trade secrets, ideas, techniques, inventions (whether patentable or not) and other information relating to designs, algorithms and research. It also includes information relating to marketing, pricing, customers, and terms of compensation for the Company's employees. The obligation to preserve proprietary information continues even after employment ends.

X. Public Disclosures

As a public company, the Company must insure that its filings and submissions with the Securities and Exchange Commission and public communications provide full, fair, timely, accurate and understandable disclosure. Employees engaged in the preparation of these filings, submissions and communications ("Public Disclosure Personnel") must endeavor to insure that the Company's filings, submissions, and communications meet these objectives. Depending on their duties and responsibilities, other employees may be called upon to provide information to assure that the Company's reports are complete, fair and understandable. The Company expects all of its personnel to take this responsibility very seriously. If requested by Public Disclosure Personnel to provide information for use in such filings, submissions or communications, employees will provide, as promptly as practicable, accurate, understandable and complete information on a timely basis.

XI. Special Ethics Guidelines for Designated Employees with Financial Reporting Responsibilities

The Company's Chief Executive Officer, Chief Financial Officer and Senior Vice President - Financial Services (the "Designated Financial Officers") bear a special responsibility for promoting integrity throughout the organization. The Designated Financial Officers have a special role both to adhere to these principles themselves and also to ensure that a culture exists throughout the Company as a whole that ensures the fair and timely reporting of Company financial results and condition, as well as other information required by Securities and Exchange Commission regulations.

Because of this special role, the Designated Financial Officers are bound by the following Designated Financial Officer Code of Ethics.

The Designated Financial Officers will:

• Act in an honest and ethical manner, ensuring the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.
• Endeavor to ensure full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission ("SEC Reports"), and in other public communications made by the Company.
• Endeavor to ensure compliance with applicable laws, rules and regulations of federal, state and local governments.
• Promptly report to the Compliance Officer and/or the Audit Committee any conduct that he or she believes to be a violation of the Designated Financial Officer Code of Ethics.
• Be accountable for adherence to the Designated Financial Officer Code of Ethics.

Violations of this Designated Financial Officer Code of Ethics, including failures to report violations by others, will be viewed as a severe disciplinary matter that may result in personnel action, including termination of employment. If you believe that a violation of the Designated Financial Officer Code of Ethics has occurred, you must report it. You may contact either the Compliance Officer or the Audit Committee of the Board of Trustees as described in Section XII of this Code of Conduct to report your belief that a violation has occurred.

It is against Company policy to retaliate against any employee for good faith reporting of violations of this Designated Financial Officer Code of Ethics.

XII. Report of Violations, Including Complaints Regarding Accounting, Internal Accounting Controls or Auditing.

Administration - General Policy Regarding Report of Violations
Employees who observe, learn of, or, in good faith, suspect a violation of the Code must immediately report the violation to the Compliance Officer. Employees who wish to make complaints regarding accounting, internal accounting controls and auditing matters may make these reports directly to the Audit Committee of the Board of Trustees. Employees who report violations or suspected violations in good faith will not be subject to retaliation of any kind. Reported violations will be investigated and addressed promptly and will be treated confidentially to the extent possible. A violation of the Code of Conduct may result in disciplinary action, which may include termination of employment.

Complaint Procedure

• Notification of Complaint - Employees who observe, learn of or, in good faith, suspect a violation of the Code must report the violation immediately to the Compliance Officer. Employees who wish to make complaints regarding accounting, internal accounting controls or auditing matters may make these reports directly to the Audit Committee of the Board of Trustees. Whenever practical, the complaint should be made in writing. It is unacceptable to submit a complaint knowing it is false. Employees who wish to make complaints directly to the Audit Committee can do so as follows:

1. In writing to:


Audit Committee of Liberty Property Trust
c/o Thomas C. DeLoach, Jr.
121 Sailview Road
Mooresville, NC 28117



2. By e-mail at: lryaudit@aol.com

3. By phone message at: (866) 374-8111


• Investigation - Reports of violations will be investigated under the supervision of the Compliance Officer. Company employees are expected to cooperate in the investigation of reported violations.
• Confidentiality - Except as may be required by law or the requirements of the resulting investigation, the Compliance Officer and others conducting the investigation shall not disclose the identity of anyone who reports a suspected violation if anonymity is requested.
• Protection Against Retaliation - Retaliation in any form against an individual who reports an alleged violation of this Code of Conduct or the Designated Financial Officer Code of Ethics, or makes a complaint regarding the accounting, internal accounting or auditing practices of the Company, even if the report is mistaken, may itself be a violation of law and is a serious violation of this Code of Conduct. Any alleged act of retaliation must be reported immediately to the Compliance Officer. If determined to have in fact occurred, any act of retaliation will result in appropriate disciplinary action, which may include termination of employment.

XIII. Waivers

Requests for a waiver of a provision of the Code of Conduct must be submitted in writing to the Compliance Officer for appropriate review, and an Executive Officer, trustee or appropriate Board committee will decide the outcome. For conduct involving an Executive Officer, only the Board of Trustees or the Audit Committee of the Board has the authority to waive a provision of the Code. The Audit Committee must review and approve any "related party" transaction as defined in Item 404(a) of Regulation S-K, promulgated by the Securities and Exchange Commission, before it is consummated. In the event of an approved waiver of the Designated Financial Officer Code of Ethics involving the conduct of an Executive Officer, appropriate and prompt disclosure must be made to the Company's stockholders as required by Securities and Exchange Commission or other regulation or by applicable listing standards of the New York Stock Exchange, or any other exchange or quotation system on which the Company's Common Shares are listed in the future.

Statements in the Code of Conduct to the effect that certain actions may be taken only with "the Company's approval" will be interpreted to mean that appropriate officers or members of the Board of Trustees must give prior written approval before the proposed action may be undertaken.

XIV. Compliance

Adherence to Code; Disciplinary Action - All Company employees have a responsibility to understand and follow this Code of Conduct. In addition, all Company employees are expected to perform their work with honesty and integrity in all areas not specifically addressed in this Policy. A violation of this policy may result in appropriate disciplinary action, including the possible termination from employment with the Company.

Communications; Training; Annual Certification - The Company strongly encourages dialogue among employees and their supervisors to make everyone aware of situations that give rise to ethical questions and to articulate acceptable ways of handling those situations. Employees will receive periodic training on the contents and importance of the Code of Conduct and related policies and the manner in which violations must be reported and waivers must be requested. In addition, each officer and each other managerial employee of the Company has an obligation to annually certify that he or she has read and reviewed this Code of Conduct with his or her subordinates, and every Company employee must certify that he or she has read this Code of Conduct and to the best of his or her knowledge is in compliance with all its provisions.

Responsibility of Senior Employees - All Company officers and other managerial employees will be responsible for the enforcement of, and compliance with, this Code of Conduct, including necessary distribution to assure employee knowledge and compliance. Officers and other managerial employees are expected to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. Managerial employees may be disciplined if they condone misconduct, do not report misconduct, do not take reasonable measures to detect misconduct, or do not demonstrate the appropriate leadership to insure compliance.

XV. Related Policies

This Code of Conduct should be read in conjunction with the Company's other policy statements, including the Company's Employee Manual.