THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Pennsylvania Real Estate Investment Trust (PEI)

4/21/2006 Proxy Information

George F. Rubin served as President and Secretary, PREIT Services, LLC and PREIT-RUBIN, Inc. from September 1997 to June 2004.

Ronald Rubin and George F. Rubin are brothers.

New Castle Transaction

On April 28, 2003, New Castle Associates acquired Cherry Hill Mall from The Rouse Company in exchange for New Castle Associates’ interest in Christiana Mall, cash and the assumption by New Castle Associates of mortgage debt on Cherry Hill Mall. One of the partners of New Castle Associates, which was both the sole general partner and a limited partner of New Castle Associates, is Pan American Associates, which is controlled by Ronald Rubin and George F. Rubin. Also on April 28, 2003, PREIT acquired 49% of the aggregate partnership interests in New Castle Associates from partners of New Castle Associates other than Pan American Associates, in exchange for an aggregate of 585,422 common units of limited partnership interest of PREIT Associates, L.P., and subsequently increased its aggregate ownership interest in New Castle Associates to approximately 73%. PREIT also obtained an option to acquire the remaining interests in New Castle Associates, including that of Pan American Associates, in exchange for an aggregate of 609,317 additional common units, which it exercised in May 2004. As a result, PREIT now owns 100% of New Castle Associates.

PREIT has agreed to provide tax protection related to its acquisition of New Castle Associates to the prior owners of New Castle Associates for a period of eight years following the closing of the transaction between New Castle Associates and The Rouse Company. Ronald Rubin and George F. Rubin are beneficiaries of this tax protection agreement.

Crown Transaction

In November 2003, PREIT merged with Crown American Realty Trust (“Crown”). In accordance with the merger agreement between PREIT and Crown, PREIT expanded the size of its board of trustees by two in December 2003 and elected Messrs. Pasquerilla and Mazziotti, who were members of Crown’s board at the time of the merger, to fill the vacancies created by the expansion. Messrs. Pasquerilla and Mazziotti continue to serve on PREIT’s board of trustees. At the time of the merger, Mr. Pasquerilla was also Crown’s chairman and chief executive officer.

In connection with the merger, PREIT Associates, L.P. acquired substantially all of the assets and liabilities of Crown American Properties, L.P. (“CAP”) other than an 11% interest in the capital and 1% interest in the profits of two partnerships that owned 14 shopping malls. CAP’s retained interest in the two partnerships (the “Retained Interest”) entitles CAP to a quarterly cumulative preferred distribution of $184,300 and is subject to a put-call arrangement between CAP and PREIT Associates, L.P. pursuant to which PREIT Associates, L.P. has the right to require CAP to contribute the Retained Interest to PREIT Associates, L.P. following the 36th month after the closing of the merger and CAP has the right to contribute the Retained Interest to PREIT Associates, L.P. following the 40th month after the closing of the merger, in each case in exchange for 341,297 common units of limited partnership interest in PREIT Associates, L.P. Holders of common units generally receive distributions at the approximate times, and in the same amounts, as PREIT pays dividends to its shareholders. Common units may be redeemed by their holders for an amount per unit equal to the average closing price of a PREIT common share on the 10 trading days immediately before the date notice of redemption is received by PREIT in its capacity as general partner of PREIT Associates, L.P. PREIT has the right to acquire any common units tendered for redemption for cash or PREIT shares, on the basis of one share for each common unit, subject to adjustments for share splits and other capital changes. After the merger, CAP became, and is today, wholly-owned by entities controlled by Mr. Pasquerilla.

In connection with the execution of the merger agreement, CAP transferred Pasquerilla Plaza in Johnstown, Pennsylvania, where Crown formerly maintained its executive offices, to Crown Investments Trust (“CIT”) in exchange for 14 unimproved parcels of property adjacent to three of Crown’s malls and approximately $1.25 million in cash. PREIT entered into a lease with CIT with respect to certain space in Pasquerilla Plaza for use in connection with PREIT’s post-closing transition activities, which has now terminated. Rental payments on this lease in 2005 totaled $11,000. PREIT also contracted with an entity controlled by Mr. Pasquerilla to provide information technology support and tax services to PREIT at Pasquerilla Plaza during the transition period, which is complete. Payments for these support services in 2005 totaled $81,000. Following the conclusion of the transition period, an entity controlled by Mr. Pasquerilla exercised its option to obtain from PREIT much of the information technology equipment through assumption of the remaining lease payments for the equipment, meeting the buyout terms of leases and through direct purchase from PREIT for $389,000.

Also in connection with the execution of the merger agreement, Mr. Pasquerilla and certain entities with which he is affiliated (the “Pasquerilla Group”) entered into an indemnification agreement with PREIT, dated as of May 13, 2003, whereby the Pasquerilla Group agreed to indemnify PREIT for certain liabilities that PREIT might have incurred as a result of various transactions among the Pasquerilla Group, on the one hand, and Crown and CAP, on the other hand. PREIT is no longer entitled to indemnification under the agreement. The indemnification agreement continues to provide participation rights for PREIT in any net proceeds in excess of a specified amount that are received by the Pasquerilla Group upon the sale of Pasquerilla Plaza within three years from the date of consummation of the merger.

PREIT also entered into a tax protection agreement with the members of the Pasquerilla Group in connection with the merger. Under this tax protection agreement, PREIT agreed not to dispose of certain protected properties acquired in the merger in a taxable transaction until the earlier of November 20, 2011 or the date on which the Pasquerilla Group collectively owns less than 25% of the aggregate of the shares and units that they acquired in the merger. If PREIT violates the tax protection agreement during the first five years of the protection period, it would owe as damages the sum of the hypothetical tax owed by the Pasquerilla Group, plus an amount intended to make the Pasquerilla Group whole for taxes that may be due upon receipt of those damages. From the end of the first five years through the end of the tax protection period, damages are intended to compensate the affected parties for interest expense incurred on amounts borrowed to pay the taxes incurred on the prohibited sale. If PREIT were to sell properties in violation of the tax protection agreement, the amounts that PREIT would be required to pay to the Pasquerilla Group could be substantial.

The members of the Pasquerilla Group entered into several additional agreements with PREIT in connection with the closing of the merger. These agreements include (1) a shareholder agreement, under which the Pasquerilla Group agreed that, for a period of five years and nine months following the closing of the merger, if any of them transfer the PREIT common shares received by the Pasquerilla Group in connection with the merger or the related transactions other than in accordance with the terms of the shareholder agreement, they will forfeit a portion of their rights under the tax protection agreement or, in certain circumstances, Mr. Pasquerilla can elect to resign from PREIT’s board of trustees in lieu of forfeiting a portion of the rights under the tax protection agreement; (2) a registration rights agreement, under which PREIT granted to the Pasquerilla Group certain registration rights in respect of the PREIT common shares and the PREIT common shares underlying units of limited partnership interest in PREIT Associates, L.P. received by the Pasquerilla Group in connection with the merger and the related transactions; (3) a standstill agreement, under which the Pasquerilla Group agreed to certain restrictions on their ability to acquire additional securities of PREIT or otherwise seek, alone or together with others, to acquire control of the board of trustees of PREIT, which restrictions will remain in place until the later of the eighth anniversary of the closing of the merger or such time as Mr. Pasquerilla no longer serves as a trustee of PREIT; (4) a non-competition agreement, under which the Pasquerilla Group agreed that, for a period of eight years following the closing of the merger, they will not engage in certain activities that would be competitive with PREIT, solicit PREIT’s employees or induce PREIT’s business contacts to curtail or terminate their business relationship with PREIT; and (5) an intellectual property license agreement, under which certain members of the Pasquerilla Group granted a non-exclusive, non-assignable, non-transferable, non-sublicenseable, royalty-free license for PREIT and its affiliates to use certain intellectual property and domain names associated with the Crown name and logo.

Cumberland Mall Transaction

On October 8, 2004, PREIT signed an agreement to purchase 100% of the partnership interests in Cumberland Mall Associates, a New Jersey limited partnership that owned the Cumberland Mall in Vineland, New Jersey. On February 1, 2005, PREIT completed this purchase and the purchase of a vacant 1.7 acre parcel adjacent to the mall. PREIT-RUBIN, Inc. had provided management and leasing services to Cumberland Mall since 1997 for Cumberland Mall Associates. Ronald Rubin and George F. Rubin controlled and had a substantial ownership interest in Cumberland Mall Associates and the entity that owned the adjacent undeveloped parcel.

The total price paid for the mall and the adjacent undeveloped parcel was approximately $59.5 million, including the assumption of approximately $47.7 million in mortgage debt. PREIT paid the approximately $0.9 million purchase price of the adjacent parcel in cash. After certain closing adjustments, the portion of the purchase price for the mall remaining after assumption of the mortgage debt was approximately $11.0 million, which was paid using common units issued by PREIT Associates, L.P. that were valued based on the average of the closing price of PREIT’s common shares on the ten consecutive trading days immediately before the closing date of the transaction.

A committee of non-management trustees was formed to evaluate the transactions on behalf of PREIT. The committee obtained an independent appraisal and found the purchase price to be fair to PREIT. The committee also approved the reduction of the fee payable by Cumberland Mall Associates to PREIT-RUBIN, Inc. under the existing management agreement upon the sale of the mall from 3% of the purchase price to 1% of the purchase price. PREIT’s board of trustees also approved the transaction.

PREIT has agreed to provide tax protection related to its acquisition of Cumberland Mall Associates to the prior owners of Cumberland Mall Associates for a period of eight years following the closing. Ronald Rubin and George F. Rubin are beneficiaries of this tax protection agreement.

Unit Purchase Agreement

On December 22, 2005, PREIT entered into an agreement (the “Unit Purchase Agreement”) to purchase 339,300 common units of limited partnership interest in PREIT Associates, L.P. from CAP for cash in an aggregate amount of approximately $12,342,000. The terms of the Unit Purchase Agreement were negotiated between PREIT and CAP and determined without reference to the provisions of the PREIT Associates, L.P. partnership agreement. In addition, CAP and its affiliates, including Mr. Pasquerilla, agreed to a standard lockup from selling or transferring securities of PREIT and PREIT Associates, L.P. for a period of approximately 135 days. The end date of the lock up coincides with the end of the customary blackout period applicable to PREIT’s trustees and officers following the announcement of PREIT’s financial results for the first quarter of 2006. The transaction was approved by PREIT’s board of trustees.

Other Transactions

PREIT-RUBIN, Inc. currently provides management, leasing and development services to 11 properties owned by partnerships and other entities in which certain officers or trustees of PREIT and PREIT-RUBIN, Inc. have indirect ownership interests. In addition, the mother of Stephen B. Cohen, a trustee of PREIT, has an interest in two additional properties for which PREIT-RUBIN, Inc. provides management, leasing and development services. Total revenues earned by PREIT-RUBIN, Inc. for such services were $0.8 million for the year ended December 31, 2005. As of December 31, 2005, $0.2 million was due from these partnerships, $0.1 million of which was collected subsequent to December 31, 2005.

PREIT-RUBIN, Inc. holds a note receivable from an entity in which Ronald Rubin and George F. Rubin have an interest with a balance of $0.1 million that is due in installments through 2010 and bears an interest rate of 10% per annum.

PREIT leases its principal executive offices from Bellevue Associates, an entity in which certain PREIT officers/trustees have an interest. The lease has a term of 10 years, and it commenced November 1, 2004. PREIT has the option to renew the lease for up to two additional five year periods at the then-current fair market rate calculated in accordance with the terms of the lease. PREIT has the right on one occasion at any time during the seventh lease year to terminate the lease upon the satisfaction of certain conditions. PREIT rents approximately 68,100 square feet under the lease. Base rent is $1.4 million per year during the first five years of the lease and $1.5 million per year during the second five years. PREIT paid rent of approximately $1.5 million in 2005 under the lease, which includes base rent and other amounts paid in 2005 pursuant to the terms of the lease. Ronald Rubin and George F. Rubin, collectively with members of their immediate families, own approximately a 50% interest in the Landlord.

PREIT uses an airplane in which Ronald Rubin owns a fractional interest. PREIT paid $0.2 million in 2005 for flight time used by employees on PREIT-related business.

Ronald Rubin and George F. Rubin are brothers. Two of George F. Rubin’s sons, Daniel Rubin and Timothy Rubin, are employed by subsidiaries of PREIT. Daniel Rubin’s annual salary in 2005 was approximately $110,000 and in 2006 is $112,200. Timothy Rubin’s annual salary in 2005 was $200,000 and in 2006 is $210,000. In addition, Daniel Rubin received 2,000 restricted shares in 2005 valued at $81,500 and his bonus for 2005 was $15,758 and Timothy Rubin received 4,000 restricted shares in 2005 valued at approximately $163,000 and his bonus for 2005 was $223,401.