NONQUALIFIED SUPPLEMENTAL
                         EXECUTIVE RETIREMENT AGREEMENT
                         ------------------------------



         This AGREEMENT, dated as of the 5th day of November, 2002, is between
the Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust
(the "Trust"), and George F. Rubin (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 Employment Agreement, dated March 22, 2002,
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, 2002, 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. 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.

         7. 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.

         8. 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.

         9. 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/ George F. Rubin
                                                 -------------------------------
                                                         George F. Rubin












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