Use these links to rapidly review the document
TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

o
 
Preliminary Proxy Statement

o
 
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý
 
Definitive Proxy Statement

o
 
Definitive Additional Materials

o
 
Soliciting Material Pursuant to §240.14a-12

CORPORATE OFFICE PROPERTIES TRUST
(Name of Registrant as Specified In Its Charter)

 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
         
Payment of Filing Fee (Check the appropriate box):

ý
 
No fee required.

o
 
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
        
    (2)   Aggregate number of securities to which transaction applies:
        
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        
    (4)   Proposed maximum aggregate value of transaction:
        
    (5)   Total fee paid:
        

o
 
Fee paid previously with preliminary materials.

o
 
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 
 
(1)
 
Amount Previously Paid:
        
    (2)   Form, Schedule or Registration Statement No.:
        
    (3)   Filing Party:
        
    (4)   Date Filed:
        

GRAPHIC   6711 Columbia Gateway Drive, Suite 300
Columbia, Maryland 21046-2104
Telephone 443-285-5400
Facsimile 443-285-7650
 www.copt.com
NYSE: OFC
     
     
     
To:   Our Shareholders

From:
 
Randall M. Griffin

Subject:
 
Invitation to the Corporate Office Properties Trust 2008 Annual Meeting of Shareholders

        You are cordially invited to attend our 2008 Annual Meeting of Shareholders to be held at 9:30 a.m. on May 22, 2008 at our corporate headquarters, which is located at 6711 Columbia Gateway Drive, Suite 300, Columbia, Maryland 21046. At this year's meeting, you will be asked to elect two members of our Board of Trustees. You will also be asked to vote on the following proposals to:

        In addition to the formal business to be transacted, we will make a presentation regarding our accomplishments in 2007 and other recent developments. You will also have the opportunity at this meeting to ask questions and make comments. Enclosed with this proxy statement are your proxy card and the 2007 Annual Report.

        I look forward to seeing you at the Annual Meeting.


 
 
GRAPHIC

 
 
Randall M. Griffin
 President and Chief Executive Officer

GRAPHIC   6711 Columbia Gateway Drive, Suite 300
Columbia, Maryland 21046-2104
Telephone 443-285-5400
Facsimile 443-285-7650
 www.copt.com
NYSE: OFC


April 9, 2008


Notice of Annual Meeting of Shareholders


Date:
 
Thursday, May 22, 2008
Time:   9:30 a.m.
Place:   Corporate Office Properties Trust
6711 Columbia Gateway Drive
Suite 300
Columbia, Maryland 21046

        We will hold our 2008 Annual Meeting of Shareholders on May 22, 2008 at 9:30 a.m. at our corporate headquarters. During the Annual Meeting, we will consider and take action on the following proposals to:

        You may vote at the meeting if you were a shareholder of record at the close of business on March 14, 2008.


By order of the Board of Trustees,
 
 

GRAPHIC
 
 
Karen M. Singer
 Senior Vice President, General Counsel and Secretary		    

PROXY STATEMENT

        This proxy statement and the accompanying proxy card are being mailed, beginning on or about April 9, 2008, to owners of common shares of beneficial interest ("common shares") of Corporate Office Properties Trust (the "Company") in connection with the solicitation of proxies by the Board of Trustees for our 2008 Annual Meeting of Shareholders. This proxy procedure is being used to permit all holders of the common shares of Corporate Office Properties Trust to vote since many may be unable to attend the Annual Meeting in person. The Board of Trustees encourages you to read this document thoroughly and to take this opportunity to vote on the matters to be decided at the Annual Meeting. Corporate Office Properties Trust's current mailing address is 6711 Columbia Gateway Drive, Suite 300, Columbia, Maryland 21046. Corporate Office Properties Trust's Internet address is www.copt.com. The information on our Internet site is not part of this proxy statement.

CONTENTS

 
   Page Number
General Information   2
Proposal 1—Election of Trustees   6
Our Board of Trustees   7
Proposal 2—Elimination of the Classification of Trustees   13
Our Executive Officers   15
Share Ownership of our Trustees, Executive Officers and 5% Beneficial Owners   16
Compensation Discussion and Analysis   18
Report of the Compensation Committee   32
Compensation Committee Interlocks and Insider Participation   32
Summary Compensation Table   33
All Other Compensation   34
Employment Agreements   34
2007 Grants of Plan-Based Awards   36
Outstanding Equity Awards at December 31, 2007   37
Option Exercises and Stock Vested in 2007   39
Nonqualified Deferred Compensation   39
Potential Payments on Termination, Change in Control, Death or Disability   40
Proposal 3—Adoption of the 2008 Omnibus Equity and Incentive Plan   44
Equity Compensation Plan Information   50
Report of the Audit Committee   51
Independent Registered Public Accounting Firm   52
Proposal 4—Ratification of the Appointment of Independent Registered Public Accounting Firm   53
Section 16(a) Beneficial Ownership Reporting Compliance   54
Code of Ethics; Review and Approval of Related Party Transactions   54
Annual Report on Form 10-K   55
Annex A—Amendment to our Amended and Restated Declaration of Trust   A-1
Annex B—2008 Omnibus Equity and Incentive Plan   B-1

1


General Information

        The questions and answers set forth below provide general information regarding this proxy statement and our 2008 Annual Meeting of Shareholders.

When are our Annual Report to Shareholders and this proxy statement first being sent to shareholders?

        Our Annual Report to Shareholders and this proxy statement are first being sent to shareholders beginning on or about April 9, 2008.

What will shareholders be voting on at the Annual Meeting?

Who is entitled to vote at the Annual Meeting and how many votes do they have?

        Common shareholders of record at the close of business on March 14, 2008 may vote at the Annual Meeting. Each share has one vote. There were 47,612,748 common shares outstanding on March 14, 2008.

How do I vote?

        You must be present, or represented by proxy, at the Annual Meeting in order to vote your shares. Since many of our shareholders are unable to attend the Annual Meeting in person, we send proxy cards to all of our shareholders to enable them to vote.

What is a proxy?

        A proxy is a person you appoint to vote on your behalf. If you vote by telephone, Internet or mail using the enclosed proxy card, your shares will be voted by the proxies identified on the proxy card.

How do I vote using my proxy card?

        You can vote using the proxy card in one of three ways:

        If you vote by telephone or by Internet, you should not return your proxy card.

        If you hold your shares through a broker, bank or other nominee, you will receive separate instructions from the nominee describing how to vote your shares.

2

If I vote using my proxy card, who am I designating as my proxy?

        You will be designating Randall M. Griffin, our President and Chief Executive Officer, and Roger A. Waesche, Jr., our Executive Vice President and Chief Operating Officer, as your proxies. They may act on your behalf together or individually and will have the authority to appoint a substitute to act as proxy.

How will my proxy vote my shares?

        Your proxy will vote according to the instructions on your proxy card. If you complete and return your proxy card but do not indicate your vote on business matters, your proxy will vote as follows:

        We do not intend to bring any other matter for a vote at the Annual Meeting, and we do not know of anyone else who intends to do so. However, your proxies are authorized to vote on your behalf, in their discretion, on any other business that properly comes before the Annual Meeting.

How do I revoke my proxy?

        You may revoke your proxy at any time before your shares are voted at the Annual Meeting by:


Who will count the votes?

        An officer of Corporate Office Properties Trust will act as the inspector of election and will count the votes.

What constitutes a quorum?

        As of March 14, 2008, Corporate Office Properties Trust had 47,612,748 common shares outstanding. A majority of the outstanding shares present or represented by proxy constitutes a quorum. If you sign and return your proxy card, your shares will be counted in determining the presence of a quorum, even if you withhold your vote. If a quorum is not present at the Annual Meeting, the shareholders present in person or by proxy may adjourn the meeting to a date not more than 120 days after March 14, 2008 until a quorum is present.

How will my vote be counted?

        With respect to Proposal 1, the election of two Trustees, votes may be cast in favor of or withheld from one or both nominees. Votes that are withheld will not be included in the vote.

        With respect to Proposal 2, the amendment of Article V, Section 5.2 of our Amended and Restated Declaration of Trust to eliminate the classification of our Board of Trustees:

3

        With respect to Proposal 3, the adoption of our 2008 Omnibus Equity and Incentive Plan:

        With respect to Proposal 4, ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current fiscal year:


What percentage of our common shares do the Trustees and executive officers own?

        Our Trustees and executive officers owned 2.1% of our outstanding common shares as of March 14, 2008. Our Trustees and executive officers beneficially owned approximately 15.8% of our common shares as of March 14, 2008 (see the discussion under the heading "Share Ownership of our Trustees, Executive Officers and 5% Beneficial Owners" for more details).

What vote is required to elect Trustees?

        Trustees are elected by a plurality of the votes, which means that the nominees with the most votes are elected.

What vote is required on other matters?

        In general, a majority of the votes cast at a meeting of shareholders is required to approve any other matter unless a greater vote is required by law or by the Company's Declaration of Trust. With respect to the proposals to be voted on at the Annual Meeting, the required votes are as follows: for Proposal 2, a vote of two-thirds of all of the common shares outstanding and entitled to vote at the Annual Meeting is required to approve the proposal; for Proposal 3, the number of votes cast on the proposal must constitute at least a majority of the shares entitled to vote on the proposal and a majority of the votes cast on the proposal must be voted in favor of the proposal; and for Proposal 4, a majority of the votes cast on the proposal will be required to approve the proposal. See "How Will My

4


Vote Be Counted" for more detail on the treatment of abstentions and "broker non-votes" on Proposals 2, 3 and 4.

Who is soliciting my proxy, how is it being solicited and who pays the cost?

        Our Board of Trustees is soliciting your proxy. The solicitation process is being conducted primarily by mail. However, proxies may also be solicited in person, by telephone or facsimile. Wells Fargo Bank, N.A., our transfer agent, will be assisting us for a fee of approximately $3,000, plus out-of-pocket expenses. We have also retained the services of Georgeson Inc. to assist us in soliciting proxies for a fee of approximately $15,500. We pay the cost of soliciting proxies and also reimburse stockbrokers and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation material to the owners of common shares.


Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 22, 2008

        The proxy statement and our 2007 annual report to shareholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2007, are available at www.copt.com under "Investor Relations," then "Annual Meeting and Proxy Materials."

When are shareholder proposals and Trustee nominations for our 2009 Annual Meeting due?

        In accordance with our bylaws, notice relating to nominations for Trustees or proposed business to be considered at the 2009 Annual Meeting must be given no earlier than February 22, 2009 and no later than March 23, 2009. These requirements do not affect the deadline for submitting shareholder proposals for inclusion in the proxy statement for the 2009 Annual Meeting (discussed in the question and answer below), nor do they apply to questions a shareholder may wish to ask at that meeting.

When are shareholder proposals intended to be included in the proxy statement for the 2009 Annual Meeting due?

        Shareholders who wish to include proposals in the proxy statement must submit such proposals in accordance with regulations adopted by the Securities and Exchange Commission. Shareholder proposals for the 2009 Annual Meeting must be submitted in writing by December 10, 2008. In addition, shareholders may wish to have a proposal presented at the 2009 Annual Meeting but not to have such proposal included in the proxy statement for the 2009 Annual Meeting. Pursuant to our bylaws, notice of any such proposal must be received by us between February 22, 2009 and March 23, 2009. If it is not received during this period, such proposal shall be deemed "untimely" for purposes of Rule 14a-4(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, therefore, the proxies will have the right to exercise discretionary voting authority with respect to such proposal.

        Any shareholder proposals must be submitted to Karen M. Singer, Senior Vice President, General Counsel and Secretary, at our mailing address set forth on the front page of this proxy statement. You should submit any proposal by a method that permits you to prove the date of delivery to us.

How can interested parties send communications to the Board of Trustees?

        Any interested parties who wish to communicate with the members of our Board of Trustees may communicate with the independent Trustees or the chairperson of any of the committees of the Board of Trustees by e-mail or regular mail. Communications by e-mail should be sent to karen.singer@copt.com. Communications by regular mail should be sent to the attention of the Chairperson, Audit Committee; Chairperson, Compensation Committee; Chairperson, Nominating and Corporate Governance Committee; Chairperson, Investment Committee; or to the independent Trustees as a group to the Independent Trustees. In each case, the communication should be sent care

5


of Karen M. Singer, Senior Vice President, General Counsel and Secretary, at our mailing address set forth on the front page of this proxy statement.

        All communications received in accordance with this process will be reviewed by management to determine whether the communication requires immediate action. Management will pass on all communications received, or a summary of such communications, to the appropriate Trustee or Trustees. However, management reserves the right to disregard any communication that it determines is unduly hostile, threatening, illegal, does not reasonably relate to us or our business or is similarly inappropriate, and has the authority to discard or disregard any inappropriate communications or to take other appropriate actions with respect to any such inappropriate communications.

How can interested parties obtain information regarding our Corporate Governance Guidelines?

        Our Board of Trustees has adopted Corporate Governance Guidelines to set forth our policies concerning overall governance practices. These Guidelines can be found in the investor relations section of our Internet website in the subsection entitled "Corporate Governance." Our Internet website address is www.copt.com. Our Corporate Governance Guidelines are also available in print to any shareholder upon request. To the extent modifications are made to our Corporate Governance Guidelines, such modifications will be reflected on our Internet website.


Proposal 1—Election of Trustees

        The terms of our two Class I Trustees expire on May 22, 2008 at the Annual Meeting. Our Board of Trustees, at the recommendation of the Nominating and Corporate Governance Committee of the Board of Trustees, has nominated these Trustees, Robert L. Denton and Randall M. Griffin, for re-election as Class I Trustees at the Annual Meeting. Both of these nominees have agreed to serve a three-year term, if elected. If Proposal 2, the amendment of Article V, Section 5.2 of our Amended and Restated Declaration of Trust to eliminate the classification of our Board of Trustees, is approved at the 2008 Annual Meeting, then each of these nominees, if elected, will serve a one-year term, along with all of our Trustees.

        Robert L. Denton, age 55, has been a member of our Board of Trustees since May 1999. Mr. Denton joined The Shidler Group, a national real estate organization that acquires, owns and manages commercial properties, in 1994 and is currently a Managing Partner and the resident principal in its New York office. Mr. Denton is responsible for directing the implementation of The Shidler Group's new investment vehicles. From 1991 to 1994, Mr. Denton was a Managing Director with Providence Capital, Inc., an investment-banking firm that he co-founded. Mr. Denton is a member of the Board of Directors of Pacific Office Properties Trust, Inc.

        Randall M. Griffin, age 63, has been a member of our Board of Trustees since February 2005. Mr. Griffin has been our President and Chief Operating Officer since September 1998, and on April 1, 2005, he became our President and Chief Executive Officer. Mr. Griffin previously served as President of Constellation Real Estate Group, Inc. and Constellation Real Estate, Inc. from June 1993 until September 1998. From 1990 through March 1993, Mr. Griffin worked as Vice President-Development for EuroDisney Development in Paris, France. From 1976 to 1990, Mr. Griffin worked for Linclay Corporation, a St. Louis-based real estate development, management and investment company, most recently as Executive Vice President and Chief Operating Officer. He serves on the Executive Committee of the Board of Governors of The National Aquarium in Baltimore and the National Aquarium Foundation Board, the National Aquarium Society Board in Washington, D.C. and the Center for Aquatic Life and Conservation Board. He also serves on the Board of Trustees of the Greater Washington Initiative, the Boards of Directors of the Maryland Business Roundtable for Education and BWI Business Partnership, the Board of Governors of the National Association of Real Estate Investment Trusts and the Board of Visitors of the University of Maryland, Baltimore County.

6

        If either of the nominees is unable to stand for election, which we do not presently contemplate, the Board of Trustees may provide for a lesser number of Trustees or designate a substitute. In the latter event, shares represented by proxies will be voted for a substitute nominee.

The Board of Trustees recommends a vote "FOR" each of the nominees listed in Proposal 1.

A description of Proposal 2 begins on page 13 of this proxy statement.

Our Board of Trustees

How is the Board of Trustees classified?

        Our Declaration of Trust currently provides for three classes of Trustees: Class I Trustees, Class II Trustees and Class III Trustees. You will elect successors to our Class I Trustees at the Annual Meeting. If Proposal 2, the amendment of Article V, Section 5.2 of our Amended and Restated Declaration of Trust to eliminate the classification of our Board of Trustees, is approved at the 2008 Annual Meeting, the terms of all of our trustees will end at the 2009 Annual Meeting and trustees will thereafter be elected for one-year terms at each annual meeting of shareholders. If Proposal 2 does not pass, then: the Board will remain classified; our shareholders will elect successors to our Class II Trustees in 2009 and to our Class III Trustees in 2010; and all Trustees will continue to be elected for three-year terms.

Besides the two nominees for election, who are the other members of our Board of Trustees?

Name
   Age
   Office
   Class
Jay H. Shidler   61   Chairman   III
Clay W. Hamlin, III   63   Vice Chairman   III
Thomas F. Brady   58   Trustee   II
Douglas M. Firstenberg   47   Trustee   III
Steven D. Kesler   56   Trustee   II
Kenneth S. Sweet, Jr.    75   Trustee   III
Kenneth D. Wethe   66   Trustee   II

        Jay H. Shidler has been Chairman of our Board of Trustees since October 1997. Mr. Shidler is the founder and Managing Partner of The Shidler Group. A nationally acknowledged expert in real estate, investment and finance, Mr. Shidler has over 35 years of experience in real estate investment and has acquired and managed properties involving several billion dollars in aggregate value. Since 1970, Mr. Shidler has been directly involved in the acquisition and management of over 2,000 properties in 40 states and Canada. Mr. Shidler is a founder and Chairman of the Board of Directors of First Industrial Realty Trust, Inc. and Pacific Office Properties Trust, Inc. From 1998 through 2005, Mr. Shidler served as a director of Primus Guaranty, Ltd. (NYSE: PRS), a Bermuda company of which Mr. Shidler is a founder and whose subsidiary is an AAA-rated financial products company.

        Clay W. Hamlin, III has been a member of our Board of Trustees since 1997 and was appointed Vice Chairman effective April 1, 2005. He was our Chief Executive Officer from October 1997 until his retirement on April 1, 2005. From May 1989 until joining us, Mr. Hamlin was the Managing Partner of The Shidler Group's Mid-Atlantic region, where he supervised the acquisition, management and leasing of over four million square feet of commercial property. He has been active in the real estate business for over 30 years. Mr. Hamlin is a founding shareholder of First Industrial Realty Trust, Inc. and also serves as a Director/Trustee of TractManager, Inc. and the National Prostate Cancer Coalition.

        Thomas F. Brady has been a member of our Board of Trustees since January 2002. Mr. Brady is an Executive Vice President, Corporate Strategy at Constellation Energy Group with responsibility for setting corporate strategy, overseeing mergers and acquisitions, managing governmental affairs, corporate communications and branding. He assumed this position in 1999. He is also Chairman of the Board of Directors of Baltimore Gas & Electric Company. Prior to 1999, Mr. Brady held various

7


executive officer positions at Baltimore Gas & Electric Company, including Vice President and Chief Accounting Officer. Mr. Brady also serves as a Trustee/Director of the Maryland Chamber of Commerce and Villa Julie College.

        Douglas M. Firstenberg has been a member of our Board of Trustees since February 2007. Mr. Firstenberg is a founding principal of Stonebridge Associates, Inc., a real estate development and advisory firm created in 1993, where he focuses on strategic planning and development projects with a primary role in major transaction negotiation. He has over 25 years of real estate investment and development experience, including construction and land development of in excess of four million square feet and more than $1.5 billion in value. Mr. Firstenberg is a member of the Board of Directors of the Montgomery College Foundation, the Duke Club of Washington and the NoMA Business Improvement District.

        Steven D. Kesler has been a member of our Board of Trustees since September 1998. Since 2006, Mr. Kesler has served as Chief Financial Officer for CRP (Chesapeake Realty Partners) Operations, LLC, a private office that is actively engaged in the development of residential land and the construction and operation of commercial properties and residential rental communities. He served as a Managing Director of The Casey Group, a regional consulting firm that helps clients find solutions to operating and financial management issues from 2005 to 2006. Mr. Kesler also served as the Chief Executive Officer and/or President of Constellation Investments, Inc. from 1988 and the Chief Executive Officer and President of Constellation Real Estate, Inc. and Constellation Health Services, Inc. from 1998 until his retirement in 2003; all of these entities were wholly-owned indirect subsidiaries of Constellation Energy Group. In these roles, Mr. Kesler managed a corporate investment entity, Constellation Energy Group's pension plan and nuclear decommissioning trust, a portfolio of real estate assets and a portfolio of assisted living facilities. Mr. Kesler previously served as a Director on the board of Atapco, Inc., a private real estate and investment company.

        Kenneth S. Sweet, Jr. has been a member of our Board of Trustees since October 1997. Mr. Sweet has been Managing Partner and Chairman of Gordon Stuart Associates, a venture capital investment firm, since 1996. Mr. Sweet was Chairman of GSA Management, LLC and Managing Director of GS Capital, LP, a venture capital and real estate partnership that he founded, from 1994 to 2004. In 1971, Mr. Sweet founded K.S. Sweet Associates, which developed and managed over one billion dollars in real estate assets. From 1957 to 1971 he was with The Fidelity Mutual Life Insurance Company, serving as Financial Vice President and Chief Investment Officer from 1965 to 1971. Mr. Sweet served as a Director, Chairman of the Real Estate Committee and a member of the Finance Committee of Main Line Health until 2006. He is also the Chairman of the Bryn Mawr Hospital Foundation, Chairman of Main Line Health Real Estate Investment & Partnership (a real estate partnership between The Lankenau Foundation and Main Line Health), Trustee of the Eisenhower Fellowship and director of the National Center for the American Revolution.

        Kenneth D. Wethe has been a member of our Board of Trustees since January 1990. Since 1988, Mr. Wethe has been the owner and principal officer of Wethe & Associates, a Dallas-based firm providing independent risk management, insurance and employee benefit services to school districts and governmental agencies. Mr. Wethe has over 27 years of experience in the group insurance and employee benefits area. Mr. Wethe is a licensed CPA.

8

How do we determine whether our Trustees are independent?

        We believe that in order for our Board of Trustees to effectively serve in its capacity, it is important, and the New York Stock Exchange mandates, that at least a majority of our Trustees be independent as defined by the applicable rules of the New York Stock Exchange. Therefore, we require that a substantial majority of the Board of Trustees be independent, as so defined. No Trustee will be considered independent unless the Board affirmatively determines that the Trustee has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). The following per se exclusions apply to the determination of Trustee independence: a Trustee will not be deemed independent until three years after the end of any of the following relationships or situations: (1) the Trustee is employed by the Company or a member of his/her immediate family is an executive officer of the Company; (2) the Trustee or a member of his/her immediate family who is an executive officer of the Company receives, in any year, more than $100,000 in direct compensation from the Company (other than Trustee and committee fees and pension or other forms of deferred compensation for prior service, provided such compensation is not contingent on continued service); (3) the Trustee is employed by or affiliated with, or a member of the Trustee's immediate family is employed by or affiliated with, the Company's present or former internal auditors or outside independent registered public accounting firm serving as the Company's auditors; (4) the Trustee or a member of his/her immediate family is employed as an executive officer of another entity of which any of the Company's then-current executive officers serves on that other entity's compensation committee; or (5) the Trustee is an executive officer or an employee, or a member of his/her immediate family is an executive officer, of another company that makes payments to or receives payments from the Company for property or services in an amount which, in any year, exceeds the greater of $1 million or 2% of such other company's consolidated gross revenues.

Are our Trustees independent of Corporate Office Properties Trust?

        The Board of Trustees has determined that each of our Trustees meet the independence guidelines described above except for Clay W. Hamlin, III, who was our Chief Executive Officer until April 1, 2005 and has served under a three-year consulting agreement described below that expired on March 31, 2008, and Randall M. Griffin, our current President and Chief Executive Officer.

What is our policy regarding Trustee attendance at regularly scheduled meetings of the Board of Trustees and annual meetings of shareholders?

        The Board of Trustees holds a minimum of four regularly scheduled meetings per year, including the annual meetings of the Board held in conjunction with our annual meetings of shareholders. Trustees are expected to attend all regularly scheduled meetings and to have reviewed, prior to the meetings, all written meeting materials distributed to them in advance. Trustees are expected to be physically present at all regularly scheduled meetings, and a Trustee who is unable to attend a meeting is expected to notify the Chairman of the Board of Trustees in advance of such meeting. If a Trustee attends a regularly scheduled meeting by telephone for the entire meeting, such Trustee shall be deemed to have attended the meeting for the purposes of determining whether a quorum exists and for voting purposes. However, a Trustee may not send a representative with a proxy to vote on his or her behalf if such Trustee is not able to attend a scheduled meeting, either in person or by telephone.

        Trustees are expected to be present at our annual meetings of shareholders. All but one of our Trustees attended the 2007 Annual Meeting of Shareholders.

What is our policy regarding meetings of non-management Trustees?

        The non-management Trustees of the Board meet in executive session at least one time per year without any Management Trustees or any other members of the Company's management present. The

9


chairperson of the Nominating and Corporate Governance Committee presides at the executive sessions. The non-management Trustees may meet in executive session at any time to consider issues that they deem important to address without management present.

How are the Trustees compensated?


Annual trustee fee   $ 35,000
Annual committee chairman fee      
  Audit     10,000
  Compensation     7,000
  Investment     8,500
  Nominating and Corporate Governance     5,000
Board meeting fee     1,000
Committee meeting fee     1,000

        Effective April 1, 2005, we entered into a three-year consulting agreement with Clay W. Hamlin, III, under which he agreed to provide services commensurate with his experience with respect to matters requested from time to time that may include, but not be limited to, acquisitions and strategic initiatives. Under the terms of the consulting agreement, Mr. Hamlin received a fee of $250,000 per year. During the term of the consulting agreement, we agreed to provide Mr. Hamlin with office facilities and administrative support services expected to cost an aggregate of approximately $150,000 per year. During the term of the consulting agreement, Mr. Hamlin also received a health insurance allowance of $23,520 per year, an auto allowance of $12,000 per year and an allowance for personal financial planning and income tax preparation totaling up to $8,500 per year. Mr. Hamlin's consulting agreement expired on March 31, 2008.

        The table below sets forth the total amounts of compensation earned by our non-employee Trustees during 2007.

Name of Trustee
   Fees Earned
(Paid in Cash)(1)
   Option
Awards(2)
   All Other
Compensation(3)
   Total
Thomas F. Brady   $ 47,750   $ 41,594   $ —   $ 89,344
Robert L. Denton     44,750     41,594     —     86,344
Douglas M. Firstenberg     44,750     26,017     —     70,767
Clay W. Hamlin, III     46,750     41,594     440,507     528,851
Steven D. Kesler     51,750     41,594     —     93,344
Jay H. Shidler     62,250     41,594     —     103,844
Kenneth S. Sweet, Jr.      50,750     41,594     —     92,344
Kenneth D. Wethe     61,750     41,594     —     103,344
(1)
This column reports the amount of cash compensation earned in 2007 for Board and committee service.

10

(2)
Represents expense recognized under Statement of Financial Accounting Standards No. 123(R), "Share-Based Payment" ("SFAS 123(R)") relating to awards of options to purchase common shares ("options"), as adjusted to exclude the effect of reductions for estimated forfeitures related to service-based vesting conditions. See Notes 2 and 12 to our consolidated financial statements included in our Annual Report to Shareholders for the year ended December 31, 2007 for additional information regarding options, including assumptions made in determining values for the options. At December 31, 2007, the aggregate number of options to non-employee Trustees outstanding was: Mr. Brady: 30,000 options; Mr. Denton: 10,000 options; Mr. Firstenberg: 5,000 options; Mr. Hamlin: 15,000 options; Mr. Kesler: 45,000 options; Mr. Shidler: 10,000 options; Mr. Sweet: 30,000 options; and Mr. Wethe: 15,000 options. The grant-date fair value under SFAS 123(R) of options granted to the non-employee Trustees in 2007 was $8.33 per share.

(3)
Reflects compensation paid under the consulting agreement with Mr. Hamlin described above, and consists specifically of the following: $250,000 for a consulting fee; $146,487 for office facilities and administrative support; $23,520 for a health insurance allowance; $12,000 for an auto allowance; and $8,500 for an allowance for personal financial planning and income tax preparation.

What are the current committees of our Board of Trustees?

        The Board of Trustees currently has four committees: (1) the Audit Committee; (2) the Nominating and Corporate Governance Committee; (3) the Investment Committee; and (4) the Compensation Committee. Descriptions of these committees are set forth below:

11

        The committees on which Trustees served and the number of meetings held during 2007 are set forth below.

Board Member
   Audit
   Nominating and
Corporate
Governance
   Investment
   Compensation
Jay H. Shidler       C   C    
Clay W. Hamlin, III           X    
Thomas F. Brady               C
Robert L. Denton   X   X        
Douglas M. Firstenberg           X   X
Steven D. Kesler   X       X    
Kenneth S. Sweet, Jr.       X   X   X
Kenneth D. Wethe   C       X    
Meetings Held in 2007   10   2   8   7
C
=  Chairman of the Committee.

X
= Member of the Committee.

        During 2007, the Board of Trustees held four quarterly meetings and five special meetings. Each incumbent Trustee who served as a Trustee in 2007 attended at least 75% of the aggregate of the meetings of the Board of Trustees and meetings held by all committees on which such Trustee served during the time such Trustee served.

12

How are our Trustees nominated?

        The Nominating and Corporate Governance Committee of the Board of Trustees is responsible for recommending nominations to the Board of Trustees and shareholders. In arriving at nominations, the Nominating and Corporate Governance Committee reviews with the Board of Trustees on an annual basis the size, function, and needs of the Board of Trustees and, in doing so, takes into account the principle that the Board of Trustees as a whole should have competency in the following areas: (1) industry knowledge; (2) accounting and finance; (3) business judgment; (4) management; (5) leadership; (6) public real estate investment trusts ("REITs") and commercial real estate business; (7) business strategy; (8) crisis management; (9) corporate governance; and (10) risk management. The Board of Trustees also seeks members from diverse backgrounds so that the Board of Trustees consists of members with a broad spectrum of experience and expertise and with a reputation for integrity and ethical behavior. Trustees should have experience in positions with a high degree of responsibility, be leaders in the companies or institutions with which they are affiliated, and be selected based upon contributions that they can make to the Company. In determining whether to recommend a Trustee for re-election, the Nominating and Corporate Governance Committee also considers the Trustee's past attendance at meetings and participation in and contributions to the activities of the Board of Trustees and committees of the Board of Trustees on which he or she served.

        The Nominating and Corporate Governance Committee has a policy regarding consideration of shareholder recommendations for Trustee nominees, which is set forth below:


Proposal 2—Amendment to Amended and Restated Declaration of Trust
Eliminating the Classification of the Board of Trustees

        The Board of Trustees has unanimously adopted, and now recommends for your approval, a proposal to amend Article V, Section 5.2 of our Amended and Restated Declaration of Trust to eliminate the classification of our Board of Trustees. Article V, Section 5.2 of our Amended and Restated Declaration of Trust currently provides for the classification of our Board of Trustees into three classes and, at each annual meeting of shareholders, the members of one class are elected to three-year terms as Trustees.

        If the proposed amendment to the Amended and Restated Declaration of Trust is approved by our shareholders, the classification of the Board of Trustees will be eliminated, the current term of office of each Trustee, including those elected at this Annual Meeting, will end at the 2009 Annual Meeting of

13


Shareholders and Trustees will thereafter be elected for one-year terms at each annual meeting of shareholders. Furthermore, any Trustee chosen as a result of a newly created Trusteeship or to fill a vacancy on the Board of Trustees will hold office until the next annual meeting of shareholders.

        If the proposed amendment to the Amended and Restated Declaration of Trust is not approved by shareholders, the Board of Trustees will remain classified, and the two Trustees elected at this Annual Meeting will each serve until the 2011 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified, subject to their earlier retirement, resignation, disqualification, removal or death. All other Trustees will continue in office for the remainder of their full three-year terms and until their successors are duly elected and qualified, subject to their earlier retirement, resignation, disqualification, removal or death.

        The classified Board of Trustees structure has been in place since 1998. The Board of Trustees believes that the classified Board structure has provided us with certain advantages, including continuity and stability in the Board of Trustee's leadership and policies. We believe that this structure has facilitated long-term planning and enhanced the ability of the Board of Trustees to implement business strategies. On the other hand, some institutional and other investors believe that classified boards have the effect of insulating Directors/Trustees from the company's shareholders by making it more difficult for shareholders to change a majority of Directors/Trustees even where a majority of the shareholders are dissatisfied with the performance of incumbent Directors/Trustees, and several major corporations have determined that, regardless of the merits of a classified board in deterring coercive takeover attempts, under current corporate governance trends, it is advisable that all Directors/Trustees of a company be elected annually. They believe that the election of Directors/Trustees is the primary means for shareholders to influence corporate governance policies and to hold management accountable for implementing these polices.

        The Board has carefully examined these perspectives, in light of our size and financial strength, and, in consultation with internal and outside advisors, determined that the classification of the Board should be eliminated. The proposed amendments will allow shareholders to review and express their opinions on the performance of all Trustees each year rather than over a three-year period. Because there is no limit to the number of terms an individual may serve, we do not believe that the continuity and stability of the Board's membership and our policies and long-term strategic planning will be affected.

        The text of the proposed amendments to the Amended and Restated Declaration of Trust is attached as Annex A to this proxy statement.

        If approved by shareholders, the proposed amendment to the Amended and Restated Declaration of Trust will be effective when we file a Certificate of Amendment to the Amended and Restated Declaration of Trust, which includes the amendments to the Amended and Restated Declaration of Trust approved by shareholders, with the State of Maryland Department of Assessments and Taxation.

        Vote Required.    If a quorum is present at the Annual Meeting, a vote of two-thirds of all of the common shares outstanding and entitled to vote at the Annual Meeting will be required to approve the proposal to amend the Amended and Restated Declaration of Trust to eliminate the classification of the Board of Trustees. Abstentions and broker non-votes will have the same effect as a vote against the proposal.

        The Board of Trustees recommends a vote "FOR" approval of the Amendment to the Amended and Restated Declaration of Trust to eliminate the classification of our Board of Trustees. Proxies solicited by the Board of Trustees will be voted for the proposal unless instructions to the contrary are given.

14


Our Executive Officers

        Below is information with respect to our executive officers who are not Trustees.

        Roger A. Waesche, Jr., age 54, has been our Executive Vice President since January 2004, after holding the position of Senior Vice President since September 1998. Mr. Waesche became our Chief Operating Officer in August 2006, after serving as our Chief Financial Officer since March 1999. Prior to joining us, Mr. Waesche served as Senior Vice President for Constellation Real Estate, Inc., where he was responsible for all financial operations, including treasury, accounting, budgeting and financial planning. Mr. Waesche also had primary responsibility for Constellation Real Estate, Inc.'s asset investment and disposition activities. Prior to joining Constellation Real Estate, Inc. in 1984, Mr. Waesche was a practicing Certified Public Accountant with Coopers & Lybrand. He serves on the Board of Trustees of Sheppard Pratt Health System. Mr. Waesche is also a member on the Maryland Industrial Development Financing Authority and a board member of the Economic Alliance of Greater Baltimore.

        Stephen E. Riffee, age 50, has been our Executive Vice President and Chief Financial Officer since August 2006. Prior to that time, Mr. Riffee served CarrAmerica Realty Corporation, a real estate investment trust, as Chief Financial Officer from April 2002 to July 2006 and Senior Vice President, Controller and Treasurer from July 1999 to March 2002. Prior to joining CarrAmerica Realty Corporation, Mr. Riffee held positions with Marriott International, Inc., Burlington Northern Railroad and KPMG Peat Marwick.

        Dwight S. Taylor, age 63, has been President of Corporate Development Services, LLC since September 1999, previously serving as Senior Vice President since joining Corporate Development Services, LLC in September 1998. Mr. Taylor also became President of COPT Development & Construction Services, LLC in 2005. Mr. Taylor has more than 25 years of real estate experience, including 14 years with Constellation Real Estate, Inc. and its predecessor company and four years with The Rouse Company. From 1977 to 1981, Mr. Taylor was Senior Vice President of the Baltimore Economic Development Corporation. He currently serves on the National Board of the National Association of Industrial and Office Properties. He also serves on the Boards of Directors of Micros Systems, Inc. and T. Rowe Price Group, Inc. as well as the Health Advisory Board of the Bloomberg School of Public Health.

        Karen M. Singer, age 43, has been our Senior Vice President, General Counsel and Secretary since September 2006, after holding the position of Vice President, General Counsel and Secretary since January 2004. Ms. Singer served as Assistant Secretary and Associate General Counsel of the Company from September 1998 through December 2003. From August 1996 through August 1998, Ms. Singer was Assistant General Counsel of Constellation Real Estate, Inc. From 1989 through January 1996, Ms. Singer was in private practice as an associate at Weinberg and Green, LLC, now a part of Saul Ewing LLP, where she provided a broad spectrum of real estate related services to various clients. Ms. Singer currently serves on the Board of Directors of Art With a Heart and Comprehensive House Assistance, Inc.

15


Share Ownership of our Trustees,
Executive Officers and 5% Beneficial Owners

        The following table shows certain information as of March 14, 2008 (unless otherwise noted) regarding the beneficial ownership of our common shares by each Trustee, each nominee for election as Trustee, each executive officer, all Trustees and executive officers as a group and each person known to us to be the beneficial owner of more than 5% of our outstanding common shares. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and means sole or shared voting or dispositive power with respect to securities. Each party named in the table below has sole voting and dispositive power with respect to the securities listed opposite such party's name, except as otherwise noted.

 
   Common Shares
Beneficially
Owned(1)
   Percent of All
Common Shares
Beneficially
Owned(2)
   Options
Exercisable
within 60 days
after March 14,
2008
FMR LLC(3)   4,345,213   9.1 % —
Davis Select Advisers, L.P.(4)   4,211,915   8.8   —
LaSalle Investment Management, Inc.(5)   3,526,272   7.4   —
DIAM Co., Ltd.(6)   3,038,927   6.4   —
The Vanguard Group, Inc.(7)   2,818,504   5.9   —
Security Capital Research & Management Inc.(8)   2,378,723   5.0   —
Jay H. Shidler(9)   3,488,580   6.8   5,000
Clay W. Hamlin, III(10)   3,218,835   6.3   10,000
Thomas F. Brady   25,000   *   25,000
Robert L. Denton(11)   405,000   *   5,000
Douglas M. Firstenberg   600   *   —
Steven D. Kesler   40,400   *   40,000
Kenneth S. Sweet, Jr.    25,000   *   25,000
Kenneth D. Wethe   15,635   *   10,000
Randall M. Griffin   1,032,784   2.1   505,300
Roger A. Waesche, Jr.    301,177   *   90,000
Stephen E. Riffee.    80,834   *   —
Dwight S. Taylor   83,095   *   —
Karen M. Singer   44,616   *   11,500
All Trustees and Executive Officers as a Group (13 persons)   8,761,556   15.8 % 726,800
*
Represents less than one percent.

(1)
With respect to each shareholder (or group thereof), assumes that all units in our operating partnership, Corporate Office Properties, L.P. (the "Operating Partnership"), owned by such shareholder(s) listed are exchanged for common shares and assumes we elect to issue common shares rather than pay cash upon exchange of partnership units. Also includes common shares issuable under options held by such shareholder(s) exercisable within 60 days after March 14, 2008, as reflected in the third column of this table.

(2)
Common shares issuable upon the conversion of units in the Operating Partnership and the exercise of options exercisable currently or within 60 days after March 14, 2008 are deemed outstanding and to be beneficially owned by the person holding such units or options for purposes of computing such person's percentage ownership, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

16

(3)
FMR LLC ("FMR") has sole voting power with respect to 825,195 shares and sole investment power with respect to 4,345,213 shares. FMR is located at 82 Devonshire Street, Boston, Massachusetts 02109. The information in this note was derived from a Schedule 13G/A filed with the Securities and Exchange Commission by FMR on February 14, 2008.

(4)
Davis Select Advisers, L.P. ("Davis") has sole voting power with respect to 970,041 shares and sole investment power with respect to 4,211,915 shares. Davis is located at 2949 East Elvira Road, Suite 101, Tucson, Arizona 85706. The information in this note was derived from a Schedule 13G/A filed with the Securities and Exchange Commission by Davis on February 12, 2008.

(5)
LaSalle Investment Management, Inc. ("LaSalle") has sole voting and investment power with respect to 3,526,272 shares. LaSalle is located at 200 East Randolph Drive, Chicago, Illinois 60601. The information in this note was derived from a Schedule 13G filed with the Securities and Exchange Commission by LaSalle on February 15, 2008.

(6)
DIAM Co., Ltd. ("DIAM") has sole voting and investment power with respect to 3,038,927 shares. DIAM is located at 3-1 Marunouchi 3-chome, Chiyoda-ku, Tokyo, 100-0005. The information in this note was derived from a Schedule 13G filed with the Securities and Exchange Commission by DIAM on January 30, 2008.

(7)
The Vanguard Group ("Vanguard") has sole voting power with respect to 50,497 shares and sole investment power with respect to 2,818,504 shares. Vanguard is located at 100 Vanguard Blvd., Malvern, PA 19355. The information in this note was derived from a Schedule 13G/A, Amendment No. 2, filed with the Securities and Exchange Commission by Vanguard on February 14, 2008.

(8)
Security Capital Research & Management Incorporated ("SCR&M") has sole voting power with respect to 1,629,473 shares and sole investment power with respect to 2,378,723 shares. SCR&M is located at 10 South Dearborn Street, Suite 1400, Chicago, Illinois 60603. The information in this note was derived from a Schedule 13G/A filed with the Securities and Exchange Commission by SCR&M on February 15, 2008.

(9)
Jay H. Shidler's common shares beneficially owned include 3,448,317 common units in the Operating Partnership exchangeable for common shares. Mr. Shidler's address is Davies Pacific Center, 841 Bishop Street, Suite 1700, Honolulu, Hawaii 96813.

(10)
Clay W. Hamlin, III's common shares beneficially owned include 3,198,835 common units in the Operating Partnership exchangeable for common shares; Mr. Hamlin has sole investment power with respect to 396,317 of these units and shared investment power for the remainder of these units. Mr. Hamlin's address is 40 Morris Avenue, Suite 220, Bryn Mawr, Pennsylvania 19010.

(11)
Robert L. Denton's common shares beneficially owned include 400,000 common units in the Operating Partnership exchangeable for common shares. Mr. Denton's address is 9 West 57th Street, Suite 1670, New York, New York 10019.

17


Compensation Discussion and Analysis

Overview

        This section describes the material elements of compensation for our Named Executive Officers, who are also referred to herein as executives. The Named Executive Officers are comprised of our: (1) President and Chief Executive Officer; (2) Executive Vice President and Chief Operating Officer; (3) Executive Vice President and Chief Financial Officer; (4) President of Corporate Development Services, LLC ("CDS") and COPT Development & Construction Services, LLC ("CDC"); and (5) Senior Vice President, General Counsel and Secretary. The Board of Trustees approves and administers our executive compensation plans, programs and payments to our executive officers. The Compensation Committee assists the Board of Trustees in fulfilling responsibilities relating to executive compensation.

        The Compensation Committee and the Board of Trustees have approved an executive compensation program that is designed to attract, retain and motivate superior executive personnel in the best interests of the Company and its shareholders. This program includes base salary, cash annual incentive awards, long-term incentive awards, benefits and certain perquisites.

        This section will include discussion on the following topics:

 
   Page
Number
Role of the Compensation Committee of the Board of Trustees   18
Role of Management   19
Compensation Objectives   20
Compensation Benchmarking   21
Elements of Compensation   23
Base Salary   23
Cash Annual Incentive Awards   24
Long-Term Incentive Awards   27
Retirement Benefits   29
Severance and Change-in-Control Benefits   30
Other Benefits and Perquisites   31
Accounting for Compensation Elements   31
Tax Compliance Policy   31
Executive Ownership and Capital Accumulation   32
Trading Controls   32

Role of the Compensation Committee of the Board of Trustees

        The Compensation Committee's primary responsibilities are set forth below:

18

        The Compensation Committee's scope of authority involves all aspects of compensation for the executives and members of the Board of Trustees. It is the general policy of the Company that major compensation decisions be considered by the independent members of the Board of Trustees as a whole after recommendation by the Compensation Committee. The Board of Trustees is responsible for oversight of the Compensation Committee's activities, except where the committee has sole authority to act as required by a New York Stock Exchange listing standard or applicable law. The Compensation Committee has complete and open access to management and any other resources of the Company required to assist it in carrying out its duties and responsibilities, including sole authority, in its discretion, to retain, set compensation for and terminate any consultants, legal counsel or other advisors. The Compensation Committee has budgetary authority for outside advisors it retains.

        The Compensation Committee makes use of analyses provided, at its direction, by external consultants in determining executive compensation. The Compensation Committee engaged the SMG Advisory Group LLC (formerly Schonbraun McCann Group, LLC) (the "SMG Group") as its external consultant in 2007 and 2008 to obtain executive compensation information for REIT peer groups. The REIT peer group compensation information provided by the SMG Group, at the direction of the Compensation Committee, for each executive position included base salary, cash annual incentive award level and percentage of total compensation in the form of long-term incentives awards at the 25th, 50th, 65th and 75th percentiles and the average. The SMG Group acts only as an advisor to the Compensation Committee by providing data relevant to REIT peers and discussing compensation practices as directed by the Compensation Committee. The SMG Group also makes recommendations to the Compensation Committee regarding pay programs and pay level changes. The SMG Group presents its final work product and invoices related thereto to the Compensation Committee for review and approval.

        The chairman of the Compensation Committee sets the dates and times of all committee meetings. The Compensation Committee meets at least three times per year with management present (usually the Chief Executive Officer and the Senior Vice President-Human Resources). The Compensation Committee also meets for a period of time during at least one of the Board's regularly scheduled meetings without management being present. The chairman of the Compensation Committee, in consultation with the appropriate members of the committee and management, develops the committee's meeting agendas.

Role of Management

        As discussed in greater detail in the sections below, Mr. Griffin, our President and Chief Executive Officer, meets with the Compensation Committee to make recommendations to the Committee, discuss the committee's recommendations to the Board of Trustees and present analyses based on the committee's requests. He discusses the impact of compensation recommendations to the business, reviews peer group data and informs the Committee of the executives' performance. Mr. Griffin provides information to the Compensation Committee on how he evaluates executive performance and the overall results of such evaluations. He also presents management's perspective on business objectives and discusses succession planning for the Company. Mr. Griffin attends Compensation Committee meetings and general meetings of the Board of Trustees, but he does not attend a portion of certain Board of Trustee and Compensation Committee meetings intended to be held without members of management present. He also does not participate in any deliberations of the Compensation Committee or the Board of Trustees relating to his own compensation.

19

        Mr. Riffee, our Chief Financial Officer, when directed accordingly, evaluates the financial implications of Compensation Committee actions under consideration and provides information relating thereto.

        Ms. Peg Ohrt, our Senior Vice President-Human Resources, who reports directly to Mr. Griffin, takes direction from and provides suggestions to the Compensation Committee. She oversees the actual formulation of plans incorporating the recommendations of the Compensation Committee. She also assists the Chairman of the Compensation Committee in preparing the agenda for its meetings.

Compensation Objectives

        Our compensation philosophy is to promote the achievement of the Company's annual and long-term performance objectives as set forth by the Board of Trustees, ensure that the executives' interests are aligned with the success of the Company and provide compensation opportunities that will attract, retain and motivate superior executive personnel. This philosophy holds that the compensation of each executive should be influenced significantly by the executive's individual performance, measured by financial, non-financial and market performance criteria, as well as be commensurate with the compensation levels of executives holding the same level of responsibilities and experience for an appropriate peer group of companies. Through the use of cash annual incentive awards and long-term incentive awards granted in the form of equity, executives have the opportunity to receive total compensation between the 50th percentile (for target level performance) and 75th percentile (for maximum level performance) of the peer group companies in recognition of the executive's individual performance and the role he or she played in the Company's performance. The relationship of executive compensation to target level performance can be somewhat less or somewhat more (generally within 10 percentage points of the 50th percentile) based on the executive's skill and experience in the position (both overall and with the Company), the performance level of the executive, the amount that we pay other executives and the level of competition in the marketplace for the talents of the executive; the Board of Trustees has generally established Mr. Griffin's compensation potential at the higher end of this range relative to our other executives due in large part to his longer term of experience in fulfilling his responsibilities for our Company, and his high level of performance.

        We believe that providing compensation to executives generally at no less than the 50th percentile of the peer group companies is important for us to be competitive, and believe further that providing the opportunity to earn compensation as high as the 75th percentile of the peer group companies is important for us to motivate such executives towards achieving high performance. The key objectives of our compensation philosophy include the following:

        The compensation package of our executives has been structured to provide short- and long-term incentives for executive performance that we believe promote continuing improvements in the Company's financial results and return to shareholders. The base salary paid to an executive is the fixed rate of pay for ongoing performance. The cash annual incentive awards and long-term incentive awards available to an executive both focus on the annual and future success of the Company and are determined with base salary in mind. These components collectively comprise an executive's total

20


remuneration (defined as the sum of base salary, cash annual incentive awards and long-term incentive awards).

Compensation Benchmarking

        Our objective in benchmarking is to provide compensation to executives that is comparable with compensation for executives providing comparable services for companies that are similar in size and business structure to us, and who may compete with us for executive talent. The Compensation Committee obtains executive compensation information for other companies from the SMG Group for benchmarking purposes. In order to assist in this area, the SMG Group first obtains an understanding of the goals/objectives and responsibilities of each executive position based on reviews of job descriptions and discussions with Mr. Griffin and Ms. Ohrt. Facets of this information pertaining to each executive position that are of particular interest to the Compensation Committee include: compensation levels, both in total and by element of compensation; and percentage of total compensation derived from compensation categories (base salary, cash annual incentive award, equity grant and other miscellaneous perquisites). This compensation data is considered in computing an executive's total remuneration, which is the focal point for the Committee evaluating the executives' compensation compared to peer group executives.

        In 2006, the Compensation Committee, with the assistance of the SMG Group, selected a peer group of 16 companies that it used for purposes of benchmarking the compensation of our executives in that year. The 16 companies, referred to herein as the 2006 peer group, were selected from a blend of office, diversified and industrial REITs with an equity market capitalization ranging from $567.5 million to $12.3 billion based, in large part, on the relationship of the following criteria to those of the Company: total market capitalization; equity market capitalization; geographic location; comparability of management structure; and level of performance (in terms of growth in key earnings metrics and total shareholder return). The list of companies to be included in the 2006 peer group was further refined to exclude companies that were believed to be in merger discussions with other companies. In completing the final selection process for the 2006 peer group, the Compensation Committee decided that two-thirds of the companies included in the peer group should be larger than the Company in terms of equity market capitalization due in large part to the growth that we have experienced and expect to continue. In 2007, the Compensation Committee, with the assistance of the SMG Group, started with the 2006 peer group and reconsidered the criteria used in developing that list, which resulted in the development of a new peer group of 15 companies with an equity market capitalization ranging from $925.8 million to $5.5 billion; this peer group of 15 companies, referred to herein as the 2007 base peer group, was used for the benchmarking of 2007 compensation, as described below, for all of our Named Executive Officers except Karen M. Singer, our Senior Vice President, General Counsel and Secretary (the determination of the peer group used for benchmarking Ms. Singer's compensation is discussed below). The companies included in the 2007 base peer group are set forth below:

Alexandria Real Estate Equities, Inc.   Kilroy Realty Corporation
American Financial Realty Trust   Lexington Realty Trust
Brandywine Realty Trust   Liberty Property Trust
Colonial Properties Trust   Mack-Cali Realty Corporation
Digital Realty Trust, Inc.   Maguire Properties, Inc.
Douglas Emmett, Inc.   PS Business Parks, Inc.
Duke Realty Corporation   SL Green Realty Corp.
Highwoods Properties, Inc.    

        After determining the 2007 base peer group, the Compensation Committee, with the assistance of the SMG Group, created a second peer group that was comprised of 11 of the 15 companies from the

21


base peer group, which is referred to herein as the 2007 selective peer group. The 2007 selective peer group excludes Alexandria Real Estate Equities, Inc., Douglas Emmett, Inc., Kilroy Realty Corporation and SL Green Realty Corp. since the compensation for executives of those companies was especially high in comparison to the compensation of our executives and that of the other companies in the 2007 base peer group. For purposes of 2007 compensation and for 2008 annual base salaries, benchmarking information for all of our Named Executive Officers except for Ms. Singer was obtained by averaging the 2007 base peer group and 2007 selective peer group; we did this in order to dilute the effect of the inclusion of the companies with especially high compensation programs, while not excluding those companies entirely since they still compete with us for executive talent.

        In 2007, the Compensation Committee, with the assistance of the SMG Group, developed an additional peer group of 29 companies that it used for purposes of benchmarking the compensation of Ms. Singer in 2007, referred to herein as the general counsel peer group. The Compensation Committee developed the general counsel peer group because it did not believe that the companies included in the 2007 base peer group had a sufficient number of executives with responsibilities and experience comparable to that of Ms. Singer's. The 29 companies were selected from a blend of real estate companies with an executive position comparable to that of Ms. Singer's and an equity market capitalization ranging from $500 million to $5.0 billion based, in large part, on the relationship of the following criteria to those of the Company: total market capitalization; equity market capitalization; and comparability of management structure. The companies included in the general counsel peer group are set forth below:

Acadia Realty Trust   Healthcare Realty Trust Incorporated
Affordable Residential Communities LP   Highwoods Properties, Inc.
American Financial Realty Trust   Home Properties, Inc.
Ashford Hospitality Trust, Inc.   Inland Real Estate Corporation
BioMed Realty Trust, Inc.   Liberty Property Trust
Brandywine Realty Trust   Mack-Cali Realty Corporation
Diamondrock Hospitality Company   Medical Properties Trust, Inc.
Entertainment Properties Trust   MFA Mortgage Investments, Inc.
Equity Lifestyle Properties, Inc.   Realty Income Corporation
Extra Space Storage Inc.   SL Green Realty Corp.
Federal Realty Investment Trust   Strategic Hotels & Resorts, Inc.
FelCor Lodging Trust Incorporated   The Macerich Company
Friedman, Billings, Ramsey Group, Inc.   U-Store-It Trust
Gaylord Entertainment Company   Ventas, Inc.
Getty Realty Corp.    

        In 2007, the SMG Group provided various benchmarking data to the Compensation Committee. Base salaries and cash annual incentive awards were compared to the previous year's cash compensation for comparable positions in each of the peer groups at the 25th, 50th (the median), 65th and 75th percentiles and the average. Long-term incentive awards were compared to the previous three years for comparable positions within each of the peer groups at the 25th, 50th, 65th and 75th percentiles and the average. The SMG Group provided benchmarking information for these various data points in order to expand the Compensation Committee's range of understanding regarding how the Company's executive compensation compared to that of the peer groups. Again, for purposes of benchmarking the 2007 compensation for all of our Named Executive Officers except Ms. Singer, the base salary, cash annual incentive award and long-term incentive award information described above was benchmarked to the average of the 2007 base peer group and 2007 selective peer group for comparable positions.

22

        As described below, each executive was evaluated by the Compensation Committee for individual performance and contribution to the success of the Company and, where applicable, his or her business unit. In completing such evaluations, the Compensation Committee took into account the views of other members of the Board of Trustees and Mr. Griffin. The Compensation Committee then compared each executive's compensation to the compensation benchmarking information described above and generally used these comparisons as a guideline for establishing executive compensation recommendations to the Board of Trustees; this process is discussed in further detail below.

Elements of Compensation

        The elements of the Company's executive compensation are primarily comprised of base salary, cash annual incentive awards and long-term incentive awards (which are equity based awards, as discussed further below). All three compensation elements are designed to complement each other in meeting the compensation objectives set forth above. The Compensation Committee determines the mix and weightings of each of our key compensation elements by benchmarking to the peer group data. The identification and mix of the elements of executive compensation are believed to be appropriate for the Company for reasons including the following:

Base Salary

        We view base salary as the fixed rate of pay for ongoing performance throughout the year that is required to attract and retain executives. The base salaries of executives are determined in consideration of their position's scope of responsibilities and their personal skills and experience. Executives are eligible for periodic increases in their base salary as a result of individual performance, significant increases in their duties and responsibilities or increases in the base salaries of executives in the peer group. The Compensation Committee annually reviews peer group base salary information for each executive position, as provided by an external consultant. The Chief Executive Officer evaluates the data provided by the external consultant, after which he submits recommendations for executives to the Compensation Committee for their consideration. The Compensation Committee recommends, and the Board of Trustees considers and approves, any salary changes for the executives once the Compensation Committee has completed their process of considering the following: recommendations for changes in base salaries received from the external consultant and the Chief Executive Officer; the performance of the executives; affordability; and the effect of internal salary compression (relationship of each executive's salary recommendation to the salaries of other employees of ours with similar experience, responsibilities and performance levels). Base salary compensation is paid in cash bi-weekly.

        The base salaries of our Named Executive Officers, which had last been increased effective June 26, 2006 (except in the case of Stephen E. Riffee, who joined the Company in August 2006), were not changed in 2007 as a result of a request by the executive team, and approval by the Compensation Committee and the Board of Trustees, to change the timing of periodic increases to a calendar-year basis in order to better facilitate executive performance evaluations and periodic increases in light of prior year results. On February 28, 2008, the Compensation Committee recommended, and the Board

23


of Trustees approved, increases in the annual base salaries of the executives, retroactively effective as of January 1, 2008, as follows:

        The executives' adjusted salary levels were based on the applicable 2007 peer groups projected 2008 annual base salaries for a range comprising the 50th and 75th percentiles. The increases described above for all of the executives were made in part to reflect a projected increase of annual base salaries in the REIT industry of 4 to 6%, based on projections received from the SMG Group. Mr. Riffee, Mr. Taylor and Ms. Singer received increases of greater than 4 to 6% generally due to their prior annual base salaries having lagged the applicable peer group to a greater extent than Mr. Griffin's and Mr. Waesche's annual base salaries.

Cash Annual Incentive Awards

        Our philosophy of awarding cash annual incentive awards is designed to relate executive pay to annual performance by the Company overall and, in most cases, by such executive. The Compensation Committee establishes defined cash annual incentive award levels for different thresholds of Company and business unit performance, all determined by performance against defined objectives. Actual cash annual incentive awards are determined once actual performance in these areas is known. Cash annual incentive awards are reflected in the compensation tables appearing later in this proxy statement under the heading entitled "non-equity incentive plan compensation."

        In the fourth quarter of each year, management presents an annual budget to the Board of Trustees for the following year, which is considered and approved by the Board of Trustees in the first quarter of the following year. The annual budget sets forth numerous Company objectives for the following year. Using the objectives in the annual budget, along with information regarding other related business and operations initiatives, the Compensation Committee, after considering recommendations from the Chief Executive Officer, derives objectives levels on which cash annual incentive awards will be based for each executive officer for three levels of performance: a threshold level, a target level and a maximum level. The target level performance for objectives used in cash annual incentive awards equates to management's estimate of the related objectives set forth in the annual budget; this level of performance is intended to be challenging yet attainable. The maximum level of performance for objectives is intended to have a much lower likelihood of being attained, but it is intended to still be attainable with superior performance, as it is established within the range for objectives set forth in the budget. The threshold level of performance for objectives is established at a level that is somewhat higher than the lower range of the objectives set forth in the budget and, therefore, has a higher likelihood of being attained than the target.

        Each year, the Compensation Committee receives data from its external compensation consultant regarding cash annual incentive award levels of executives in the peer group, and provides a copy to the Chief Executive Officer. The Compensation Committee, again after considering peer group data and recommendations from the Chief Executive Officer, then derives cash annual incentive awards, as a percentage of base salary, for each of the three levels of performance, to be presented to the Board of Trustees. In the first quarter of each year, the Compensation Committee and the Board of Trustees approve cash annual incentive awards, as a percentage of base salary, for the three levels of performance for that year. During the first quarter of the following year, the Compensation Committee reviews the results of performance relative to the objectives levels to determine the appropriate award.

24


To assist in this process, the Chief Executive Officer submits cash annual incentive award recommendations to the Compensation Committee for its consideration. The Compensation Committee then recommends, and the Board of Trustees approves, the cash annual incentive awards for the executive officers.

        As noted above, the Company has two classifications of objectives that it uses for cash annual incentive awards: (1) Company objectives and (2) business unit objectives. The measures used in defining Company objectives in 2007 were fully diluted funds from operations per share ("diluted FFO per share") and fully diluted adjusted funds from operations per share ("diluted AFFO per share"), both of which are measurements used by equity REITs to evaluate financial performance. We use diluted FFO per share and diluted AFFO per share for the Company objectives because we believe that they are useful measures in evaluating the effectiveness of our operations and are core objectives in our annual budgets. For purposes of these objectives, the diluted FFO per share and adjusted funds from operation used in computing diluted AFFO per share are calculated in the same manner as they are in our financial results reported to the investment community on a quarterly and annual basis. The mix between these classifications of objectives, as set forth in the table below, varied by executive based on the responsibilities of such executives:

 
   Weight of Objectives
on 2007 Annual Incentive Award
    
  
 
   Company Objectives
    
    
  
Name of Executive
   Diluted FFO
per Share
   Diluted AFFO
per Share
   Business Unit
Objectives
   Total
  
Randall M. Griffin   50.0 % 50.0 % 0.0 % 100.0 %
Roger A. Waesche, Jr.    37.5 % 37.5 % 25.0 % 100.0 %
Stephen E. Riffee   42.5 % 42.5 % 15.0 % 100.0 %
Dwight S. Taylor   20.0 % 20.0 % 60.0 % 100.0 %
Karen M. Singer   25.0 % 25.0 % 50.0 % 100.0 %

        Mr. Griffin's annual incentive award was based solely on Company objectives since his responsibilities were substantially for the Company as a whole. The measures used in defining business unit performance for other executives were tailored to apply to the nature of the business units' operations for which the executive is responsible. Some executive business unit objectives had defined measures set forth for determining the level of performance for purposes of computing award levels while other objectives that were not as conducive to the assignment of specific measures did not. The level of performance for executive business unit objectives that did not have defined measures set forth for determining performance was determined based upon a subjective evaluation by Mr. Griffin, the Compensation Committee and the Board of Trustees. Business unit objectives for the other Named Executive Officers included the following:

25

        The Board of Trustees uses discretion on a case-by-case basis in determining adjustments to executive cash annual incentive awards in order to enable the consideration of other factors that award computations may not capture.

        The table below sets forth the 2007 Company objectives levels on which executive cash annual incentive awards were based for diluted FFO per share and diluted AFFO per share, as well as the actual diluted FFO and diluted AFFO per share achieved for 2007:

Company Objective
   Threshold
Level
   Target
Level
   Maximum
Level
   Actual
Achieved
Diluted FFO per share   $ 2.15   $ 2.21   $ 2.27   $ 2.24
Diluted AFFO per share     1.50     1.55     1.60     1.62

        All of the executives with business unit objectives had aggregate actual achieved business unit objectives between the target and maximum level, except for Mr. Taylor who achieved performance between the threshold and target level but would have achieved performance between the target and maximum level had management not decided to defer certain construction and development activities.

        The range of cash annual incentive awards established and ultimately awarded by the Board of Trustees for 2007 for the executive officers are set forth below:

 
   Threshold Level
   Target Level
   Maximum Level
   Actual
Name of Executive
   % of Base
Salary
   Amount
   % of Base
Salary
   Amount
   % of Base
Salary
   Amount
   Award as
% of Base
Salary
   Award
Amount
   Actual
Amount
Received(1)
Randall M. Griffin   85.0 % $ 484,500   150.0 % $ 855,000   200.0 % $ 1,140,000   187.5 % $ 1,068,750   $ 1,000,000
Roger A. Waesche, Jr.    75.0 %   318,750   100.0 %   425,000   150.0 %   637,500   130.8 %   555,980     532,000
Stephen E. Riffee   65.0 %   221,000   85.0 %   289,000   120.0 %   408,000   109.4 %   372,004     355,000
Dwight S. Taylor   65.0 %   202,150   100.0 %   311,000   120.0 %   373,200   83.3 %   259,129     330,000
Karen M. Singer   65.0 %   165,750   85.0 %   216,750   120.0 %   306,000   110.4 %   281,644     300,000
(1)
For Mr. Griffin, Mr. Waesche and Mr. Riffee, the difference between the award amount determined by the necessary actual performance against the performance objectives and the actual amount awarded represents voluntary reductions by such executives in order to leave additional capacity for awards to others in the Company. For Mr. Taylor and Ms. Singer, the difference between the award amount determined by the necessary actual performance against the performance objectives and the actual amount awarded represents discretionary awards granted to these executives over the established award computation, as discussed further below.

        The 2007 cash annual incentive awards for the executive officers were generally determined based on the 50th percentile of the peer groups for achieving target level performance, with increases to as high as the 75th percentile for achieving the maximum level of performance. The 2007 actual award amounts were all determined by the computed achievement of objectives except in the case of Mr. Taylor, who received a $70,871 discretionary award, and Ms. Singer, who received an $18,356 discretionary award. Mr. Taylor's discretionary award was primarily to recognize the continued large

26


volume of construction and development undertaken by his team during the year, which neither Mr. Griffin, the Compensation Committee nor the Board of Trustees believed was sufficiently reflected in the computed amount. Ms. Singer's discretionary award was primarily to recognize her contributions pertaining to a number of areas that neither Mr. Griffin, the Compensation Committee nor the Board of Trustees believed were sufficiently reflected in the computed amount, including: the "COPT Way" training initiative undertaken by Ms. Singer during the year; the completion of the Nottingham Acquisition in January 2007; and her performance pertaining to corporate governance matters.

Long-Term Incentive Awards

        Long-term incentive awards are equity awards designed to link executive compensation to the Company's growth and long-term common share performance. Since these awards typically vest over a period of time, such awards also encourage the executives to remain with the Company. Long-term incentive awards typically take the following forms:

        In terms of how long-term incentive awards are determined, each year, the Compensation Committee uses certain of the objectives set forth in the annual budget and recommendations from the Chief Executive Officer to derive Company objectives levels on which long-term incentive awards will be based for each executive officer for three levels of performance: threshold, target and maximum. Unlike cash annual incentive awards, long-term incentive awards do not include business unit objectives. As is generally the case with cash annual incentive awards, the target level performance for objectives used in long-term incentive awards equates to management's estimate of the related objectives set forth in the annual budget; this level of performance is intended to be challenging yet attainable. The maximum level of performance for objectives is intended to have a much lower likelihood of being attained, but it is intended to still be attainable with superior performance, as it is established within the range for objectives set forth in the budget. The threshold level of performance for objectives is established at a level that is somewhat higher than the lower range of the objectives set forth in the budget and, therefore, has a higher likelihood of being attained than the target.

        The Compensation Committee uses data received, at its direction, from its external consultant in the prior year regarding long-term incentive awards for executives in the peer group to derive percentages of executives' total remuneration to be in the form of long-term incentive awards for the three levels of performance (again, total remuneration is the sum of base salary, cash annual incentive awards and long-term incentive awards, which means that the level of cash annual incentive awards affects the level of long-term incentive awards). To assist in this process, the Chief Executive Officer evaluates the data provided by the external consultant and, based on such evaluation, submits recommendations for executive long-term incentive awards to the Compensation Committee for its

27


consideration. By the first quarter of each year, the Compensation Committee and the Board of Trustees approve long-term incentive awards, as percentages of total remuneration, to be applied for the three levels of performance for that year. During the first quarter of the next year, the Compensation Committee reviews the results of performance relative to the objectives levels to determine the appropriate award. To assist in this process, the Chief Executive Officer submits long-term incentive award recommendations to the Compensation Committee for its consideration. The Compensation Committee then recommends, and the Board of Trustees approves, the long-term incentive awards for the executive officers.

        For 2007, long-term incentive awards were available based on the following criteria:


        We use total shareholder return as a long-term incentive award criteria because we believe it further aligns the interests of the executive to shareholder interests. We use diluted FFO per share and diluted AFFO per share as long-term incentive award criteria because we believe that they are useful measures in evaluating the effectiveness of our operations and are core objectives in our annual budgets. In addition, a portion of the long-term incentive award is discretionary to enable the consideration of other factors that formulas may not capture.

        The table below sets forth the 2007 Company objectives levels on which executive long-term incentive awards were based for diluted FFO per share, diluted AFFO per share and total shareholder return, as well as the actual amounts achieved for those measures:

Company Objective
   Threshold
Level
   Target
Level
   Maximum
Level
   Actual
Achieved
  
Diluted FFO per share   $ 2.15   $ 2.21   $ 2.27   $ 2.24  
Diluted AFFO per share     1.50     1.55     1.60     1.62  
Total one-year shareholder return     6 %   12 %   18 %   (15 )%

        The range of long-term incentive awards established and ultimately awarded by the Board of Trustees for 2007 for the executive officers are set forth below:

 
    
    
    
   Actual(1)
 
   Threshold
Level as
% of Total
Remuneration
   Target
Level as
% of Total
Remuneration
   Maximum
Level as
% of Total
Remuneration
Name of Executive
   Award as
% of Total
Remuneration(2)
   Grant Date
Fair Value
of Award
   Number of
Shares
Awarded
Randall M. Griffin   50.0 % 55.0 % 65.0 % 54.1 % $ 1,933,467   61,089
Roger A. Waesche, Jr.    40.0 % 50.0 % 60.0 % 48.2 %   914,653   28,899
Stephen E. Riffee   35.0 % 45.0 % 55.0 % 43.2 %   542,639   17,145
Dwight S. Taylor   35.0 % 45.0 % 55.0 % 43.2 %   488,515   N/A
Karen M. Singer   35.0 % 45.0 % 55.0 % 43.2 %   422,971   13,364
(1)
The common shares awarded vest over a three-year period in equal increments on the first three anniversaries of the grant date based on continued employment. The Board of Trustees agreed to pay Mr. Taylor the value of his awards in the form of cash rather than in the form of common shares due to his expected retirement in March 2009; $162,675 will be paid on April 4, 2008 and $325,840 will be paid on March 2, 2009, assuming that he remains continuously employed by us through those respective dates.

(2)
Total remuneration is based upon the actual award amount for each executive's cash annual incentive awards, including discretionary awards, but do not reflect the effect of voluntary reductions in such awards.

28

        The 2007 long-term incentive awards for the executive officers were generally determined based on the 50th percentile of the applicable peer groups' long-term incentive awards for achieving target level performance, with increases to as high as the 75th percentile for achieving the maximum level of performance. The Company objective portion of the 2007 actual award was determined by the formulaic achievement of the objectives set forth above. In addition, the Board of Trustees assessed the discretionary portion of the grant at the maximum level in arriving at the long-term incentive awards reported. The Board of Trustees agreed to this assessment, at the recommendation of the Compensation Committee, based on its evaluation of the Company's market and fundamental performance both on an absolute basis and relative to the industry; the SMG Group assisted the Board of Trustees in performing the analysis needed to support this assessment.

        The Company considered the restricted shares to be granted on February 28, 2008, the date the Compensation Committee and the Board of Trustees approved the grant. The common shares granted for 2007 performance under the long-term incentive plan vest annually in the following increments: 33.3% on February 28, 2009, 33.3% on February 28, 2010 and 33.4% on February 28, 2011.

        The Compensation Committee and the Board of Trustees also approved the grant of 30,000 restricted shares to Mr. Riffee effective on February 28, 2008 in recognition of his accomplishments since commencing employment with the Company on August 14, 2006 and to serve as an additional retention tool. The forfeiture restrictions on all of these shares lapse upon the fifth anniversary of the grant date.

        In December 2006, the Compensation Committee and the Board of Trustees approved a long-term incentive compensation program that contained an out-performance component. Participants in this program, consisting of employees at the director level or above, would have shared in a "performance pool" if our total shareholder return (calculated as a combination of total dividend return and growth in common share price) for the period from January 1, 2007 through December 31, 2009 was in excess of 18% annually over such period. Participants would have received LTIP Units or restricted shares valued at 12% of the total shareholder return value in excess of the 18% annual target return, plus the amount of distributions that would have been paid on such LTIP Units or restricted shares during the measurement period if the units or shares had been issued and had vested as of the beginning of the performance period. At the end of the three-year measurement period, 331/3% of the award would vest immediately, and the remainder would vest ratably over the following two years subject to continued employment. The total value of awards under this component was capped at $25.0 million. In 2007, the Compensation Committee and the Board of Trustees canceled this program as a result of the failure of the Amended and Restated 1998 Long-Term Incentive Plan to receive shareholder approval at the 2007 Annual Meeting of Shareholders.

Retirement Benefits

        Our retirement benefits are designed to assist executives in accumulating sufficient wealth to provide income during their retirement years. The retirement benefits are designed to attract and retain executives and to encourage such executives to save money for their retirement, while allowing us to maintain a competitive cost structure. Information pertaining to our retirement benefits is set forth below.

401(k) plan

        We have a 401(k) defined contribution plan covering substantially all of our employees that permits participants to defer up to a maximum of 15% of their compensation up to the applicable Internal Revenue Service wage or contribution limits. We match a participant's contribution in an amount equal to 50% of the participant's elective deferral for the plan year up to a maximum of 6% of a participant's annual compensation. Employees' contributions are fully vested and our matching

29


contributions vest in annual one-third increments. Once an employee has been with the Company for three years, all matching contributions are fully vested. All Named Executive Officers are eligible to participate in this plan.

Nonqualified deferred compensation plan

        We offer our senior management team (director level and above) a nonqualified deferred compensation plan. This plan allows for the deferral of up to 100% of a participant's cash compensation on a pre-tax basis and enables such participant to receive a tax-deferred return on such deferrals. The plan also provides for us to match the participant's contribution in an amount equal to 50% of the participant's elective deferral for the plan up to a maximum of 6% of a participant's annual compensation after deducting contributions, if any, made under our 401(k) plan. Participants may diversify their investments among a wide array of investment alternatives, including mutual funds and brokerage accounts. The plan does not guarantee a return or provide for above-market preferential earnings. The plan is not qualified under the Employee Retirement and Income Security Act of 1974. The deferral account balances increase or decrease in value based on the performance of the investments selected by the participants. Participants in this plan may choose to receive account balances in a lump sum or in five, 10 or 15 annual installments upon termination of employment or in the event of a "change in control" of the Company, as defined in the plan. Payments are also due to parties designated by the participant in lump sum upon the death of a participant. Participant account balances become fully vested in the event of a "change in control" of the Company, as defined in the plan, or in the event that a participant becomes permanently disabled. Participation in the deferred compensation plans is voluntary. Information about the Named Executive Officers' participation in our deferred compensation plans is set forth below in the tables entitled "All Other Compensation" and "Nonqualified Deferred Compensation Table."

Severance and Change-in-Control Benefits

        The employment agreements of all the executives have termination of employment clauses related to: (1) premature termination; (2) constructive termination; (3) cause; (4) death; (5) disability; (6) change in control; and (7) voluntary termination. The terms of our employment agreements reflect negotiations with our executives in order to recruit and retain their services. We believe that these clauses are consistent with market practice and, therefore, make the terms of these agreements competitive.

        The employment agreements of our executives provide for severance payments and accelerated vesting of long-term incentive awards in the event of termination by us without cause (premature termination) or by the executives based upon constructive termination. The employment agreements provide for these items in order to assist employees in their transition to new employment.

        The employment agreements also provide for payments to executives and accelerated vesting of long-term incentive awards in the event of a change in control of the Company. We adopted the change in control provisions to increase the likelihood that, in the event that the Company is considering a change in control transaction, the employees involved in considering the offer will act in the interest of the shareholders. If a change in control were to occur, the employees would likely no longer be in a position to influence our performance and may not be in a position to earn their incentive awards or vest in their equity awards. Therefore, the change-in-control provisions are designed to make a transaction as neutral to the employees' economic interests as possible.

        The terms of severance and change in control benefits are described in detail in the section below entitled "Potential Payments on Termination, Change in Control, Death or Disability."

        Due to the authority vested with the executive officers and the knowledge of Company proprietary information held by such executives, the Company must protect its real estate interests in each of its

30


major markets. For this reason, executive employment agreements include non-compete provisions for a 24-month period following termination of employment of executives.

Other Benefits and Perquisites

        As employees, our executive officers are eligible to participate in employee benefit programs generally available to our other employees, including medical, dental, life and disability insurance. In addition, we compensate our executive officers with certain personal benefits and perquisites that are not generally available to most of our other employees; these benefits and perquisites include the following:

        The value of these benefits to the Named Executive Officers is included in the tables below entitled "Summary Compensation Table" and "All Other Compensation." The Compensation Committee believes that these benefits are aligned with our desire to attract and retain superior management talent for the benefit of the Company.

Accounting for Compensation Elements

        The tax and accounting implications associated with the key elements of our executive compensation are set forth below:

Tax Compliance Policy

        Section 162(m) of the Internal Revenue Code of 1986, as amended, limits the deductibility on Corporate Office Properties Trust's income tax return to compensation of $1 million for Named Executive Officers. Certain performance-based compensation plans are excluded from this limitation provided that the shareholders approve the plan and certain other requirements are met. The Compensation Committee's policy with respect to Section 162(m) is to make reasonable efforts to ensure that compensation is deductible to the extent permitted, while simultaneously providing the Company's executives with appropriate rewards for their performance. We did not pay any compensation in 2007 that was not deductible under Section 162(m) of the Internal Revenue Code, and do not believe that any future nondeductible compensation that is paid will have a material impact on the Company.

31

Executive Ownership and Capital Accumulation

        We issue common shares to executives through our long-term incentive plan. We believe that the ownership of shares by executives assists in aligning executive interests with that of the Company's shareholders. We do not have set guidelines for share ownership by executives.

        The Compensation Committee and the Board of Trustees consider the accumulated wealth of executive officers from prior year awards under our long-term incentive plan in making compensation decisions, although this consideration did not affect the amount of compensation awarded to our executives in 2007.

Trading Controls

        Executive officers are required to receive the permission of Karen M. Singer, Senior Vice President, General Counsel and Secretary, prior to entering into transactions in Company shares or share equivalents. Executives are subject to black-out periods on the trading of Company shares for a period of time before the completion of each quarter end and a period of time following the release of earnings for each quarter end.

        Executives bear full responsibility if they violate Company policy by permitting shares to be bought or sold without pre-approval by Ms. Singer or when trading is restricted.


Report of the Compensation Committee

        The Compensation Committee has reviewed the Compensation Discussion and Analysis and discussed with management. Based on its review and discussions with management, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in the Company's Annual Report on Form 10-K for 2007 and the Company's 2008 proxy statement. This report is provided by the following independent Trustees, who comprise the committee.

 
    
    COMPENSATION COMMITTEE

 
 
Thomas F. Brady, Chairman
Douglas M. Firstenberg
Kenneth S. Sweet, Jr.


Compensation Committee Interlocks and Insider Participation

        The Compensation Committee is comprised entirely of the three independent Trustees listed above. No Compensation Committee member has any non-trivial professional, familial or financial relationship with the Chief Executive Officer, other executive officers or the Company, other than his relationship as a Trustee.

32


Summary Compensation Table

        The following table summarizes the compensation earned by our Named Executive Officers for 2007 and 2006.

Name and Principal Position
   Year
   Salary
   Bonus(1)
   Stock Awards(2)
   Option Awards(3)
   Non-Equity
Incentive Plan
Compensation(4)
   All Other Compensation(5)
   Total
Randall M. Griffin
President and Chief
Executive Officer		   2007
2006		   $
 570,000
552,500		   $
 —
—		   $
 1,234,853
997,294		   $
 —
—		   $
 1,000,000
650,000		   $
 30,285
886,280		   $
 2,835,138
3,086,074
 
 
 
 
 
 
 
 
Roger A. Waesche, Jr.
Executive Vice President and Chief Operating Officer(6)		   2007
2006		     425,000
384,100		     —
—		     571,563
350,141		     —
—		     532,000
266,000		     16,808
82,912		     1,545,371
1,083,153
 
 
 
 
 
 
 
 
Stephen E. Riffee
Executive Vice President and Chief Financial Officer(7)		   2007
2006		     340,000
137,915		     —
—		     323,573
104,114		     —
—		     355,000
55,000		     23,237
23,215		     1,041,810
320,244
 
 
 
 
 
 
 
 
Dwight S. Taylor
President of CDS and CDC		   2007
2006		     311,000
281,500		     70,871
—		     355,413
150,590		     —
—		     259,129
251,000		     22,338
48,586		     1,018,751
731,676
 
 
 
 
 
 
 
 
Karen M. Singer
Senior Vice President, General Counsel and Secretary		   2007
2006		     255,000
222,027		     18,356
—		     180,065
67,541		     —
4,946		     281,644
208,000		     18,529
31,215		     753,594
533,729
(1)
The portion of the cash annual incentive awards determined by the necessary actual performance against the performance objectives granted in 2008 and 2007 as compensation for services performed during 2007 and 2006, respectively, is included in the column of this table entitled "Non-Equity Incentive Plan Compensation." The amounts included in this column represent additional discretionary cash amounts awarded in 2008 and 2007 above the awards determined by the necessary actual performance against the performance objectives for services performed during 2007 and 2006, respectively.

(2)
Represents expense recognized under SFAS 123(R) relating to awards of restricted shares, as adjusted to exclude the effect of reductions for estimated forfeitures related to service-based vesting conditions. See Notes 2 and 12 to the Company's consolidated financial statements included in the Company's Annual Report to shareholders for the year ended December 31, 2007 for additional information regarding restricted shares.

(3)
Represents expense recognized under SFAS 123(R) relating to awards of options, as adjusted to exclude the effect of reductions for estimated forfeitures related to service-based vesting conditions. See Notes 2 and 12 to the Company's consolidated financial statements included in the Company's Annual Report to shareholders for the year ended December 31, 2007 for additional information regarding options, including assumptions made in determining values for common share options.

(4)
Represents the portion of the cash annual incentive awards determined by the necessary actual performance against the performance objectives granted in 2008 and 2007 as compensation for services performed during 2007 and 2006, respectively.

(5)
Refer to the table below entitled "All Other Compensation" for amounts, which include perquisites, auto allowances, personal financial and tax preparation fees paid by the Company on behalf of the officers, dividends on unvested restricted common shares in 2006 and Company match on employee contributions to the Company's 401(k) and nonqualified deferred compensation plans.

(6)
Mr. Waesche served as our Chief Financial Officer until August 14, 2006, when he was promoted to Chief Operating Officer.

(7)
Mr. Riffee joined the Company on August 14, 2006.

33


All Other Compensation

Name
   Year
   Financial Advice and Tax Preparation Benefits
   Auto Allowance
   Johns Hopkins Wellness Program Participation
   Dividends on Unvested Restricted Shares(1)
   Tax Gross-Ups Upon Restricted Share Vesting(2)
   Matching of Contributions to 401(k) and Deferred Compensation Plans
   Total
Randall M. Griffin   2007
2006		   $
 5,862
4,300		   $
 15,000
15,000		   $
 2,673
—		   $
 —
192,295		   $
 —
668,085		   $
 6,750
6,600		   $
 30,285
886,280
 
 
 
 
 
 
 
 

Roger A. Waesche, Jr. 
 
2007
2006
 
 
—
—
 
 
12,000
12,000
 
 
—
2,260
 
 
—
62,052
 
 
—
—
 
 
4,808
6,600
 
 
16,808
82,912


 

 

 

 

 

 

 

 

Stephen E. Riffee
 
2007
2006
 
 
1,075
—
 
 
13,200
4,615
 
 
2,212
—
 
 
—
18,600
 
 
—
—
 
 
6,750
—
 
 
23,237
23,215


 

 

 

 

 

 

 

 

Dwight S. Taylor
 
2007
2006
 
 
—
4,741
 
 
13,200
10,546
 
 
2,388
—
 
 
—
26,699
 
 
—
—
 
 
6,750
6,600
 
 
22,338
48,586


 

 

 

 

 

 

 

 

Karen M. Singer
 
2007
2006
 
 
1,579
956
 
 
10,200
9,231
 
 
—
2,259
 
 
—
12,169
 
 
—
—
 
 
6,750
6,600
 
 
18,529
31,215
(1)
For 2006, includes dividends on unvested restricted shares. For 2007, the value of the stock awards, as set forth in the table entitled "Summary Compensation" under the heading entitled "Stock Awards" reflects the value of the right to receive dividends on unvested restricted shares. While the same was true for 2006, we have reconsidered the applicable disclosure rule and determined for purposes of 2007 reporting that the actual receipt of dividends on restricted shares should not be included in "All Other Compensation."

(2)
This represents the reimbursement of income taxes resulting from the vesting of restricted shares associated with restricted share awards that originated in 1999 and 2000. We have not since issued restricted share awards that provide for such a reimbursement of income taxes and do not expect to do so in the future.


Employment Agreements

        We have employment agreements with our Named Executive Officers that establish various parameters of their compensation, particularly their base salaries and certain benefit entitlements. A description of material terms of these agreements follows:

        Each of these agreements has a continuous and self-renewing one-year term after the basic term unless otherwise indicated by either the Company or the executive prior to a specified point in time during the then current term. These agreements may be terminated by either the Company or the executive at any time on one day's prior notice. Under the employment agreements, the executive officers are required to devote their full business time to our affairs and are prohibited from competing directly or indirectly with us during the term of the agreement and for a period thereafter. The

34


agreements provide that incentive compensation shall be set by the Board of Trustees upon the Compensation Committee's recommendation. The Compensation Committee may take action in future years to increase the executive officers' base salaries. Current base salary and allowance for automobile, personal financial planning and income tax preparation provided for under the agreements of the Named Executive Officers are set forth below:

Name of Executive
   Current Base Salary
   Allowance for Automobile, Personal Financial Planning and Income Tax Preparation
Randall M. Griffin   $ 600,000   $ 21,000
Roger A. Waesche, Jr.      450,000     17,000
Stephen E. Riffee     370,000     18,200
Dwight S. Taylor     340,000     17,200
Karen M. Singer     280,000     12,200

        These employment agreements provide for severance packages in the event of (1) termination by us without cause or by the executive based upon constructive termination or (2) a change of control of Corporate Office Properties Trust, as defined in the agreements. The employment agreements also provide for full vesting of common share options and restricted shares upon death or disability. These provisions are discussed further in the section below entitled "Potential Payments on Termination, Change in Control, Death or Disability."

35


2007 Grants of Plan-Based Awards

        The following table sets forth information about equity and non-equity awards granted to the Named Executive Officers for 2007.

 
    
   Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2)
    
    
Name
   Grant Date
(1)
   Threshold
($)
   Target
($)
   Maximum
($)
   All Other Stock Awards: Number of Shares of Stock or Units
(3)
   Grant Date Fair Value of Stock Awards
($)(3)(4)

Randall M. Griffin
 
3/1/2007
3/1/2007
 
$
484,500
—
 
$
855,000
—
 
$
1,140,000
—
 
—
30,188
 

$
—
1,526,607


 

 

 

 

 

 

Roger A. Waesche, Jr. 
 
3/1/2007
3/1/2007
 
 
318,750
—
 
 
425,000
—
 
 
637,500
—
 
—
13,708
 
 
—
693,214


 

 

 

 

 

 

Stephen E. Riffee
 
3/1/2007
3/1/2007
 
 
221,000
—
 
 
289,000
—
 
 
408,000
—
 
—
3,689
 
 
—
186,553


 

 

 

 

 

 

Dwight S. Taylor
 
3/1/2007
3/1/2007
 
 
202,150
—
 
 
311,000
—
 
 
373,200
—
 
—
9,122
 
 
—
461,300


 

 

 

 

 

 

Karen M. Singer
 
3/1/2007
3/1/2007
 
 
165,750
—
 
 
216,750
—
 
 
306,000
—
 
—
7,515
 
 
—
380,034
(1)
March 1, 2007 is the date on which the Board of Trustees established the range of potential cash annual incentive awards for 2007 performance by Named Executive Officers, and the date on which it made 2007 grants of restricted shares under the long-term incentive program for the such executives; such restricted share grants related to 2006 performance, and were determined in connection with the range of potential long-term incentive payouts established in March 2006 for 2006 performance. At the March 1, 2007 meeting, the Board of Trustees also established the range of potential long-term incentive payouts for 2007 performance. Grants of restricted shares were made on February 28, 2008 with respect to 2007 performance. See the section entitled "Compensation Discuss and Analysis" for a discussion and presentation of these grants.

(2)
As described in the section entitled "Compensation Discussion and Analysis," the Board of Trustees approved cash annual incentive awards for the executive officers, as a percentage of base salary, for three levels of performance. These columns show the estimated future payouts of annual incentive awards for the three levels of performance approved by the Board of Trustees for 2007, as converted from the percentages of base salary, using the executive's base salary used to compute

36

Name of Executive
   Award as % of Base Salary
   Award Amount
   Actual Amount Received(a)
Randall M. Griffin   187.5 % $ 1,068,750   $ 1,000,000
Roger A. Waesche, Jr.    130.8 %   555,980     532,000
Stephen E. Riffee   109.4 %   372,004     355,000
Dwight S. Taylor   83.3 %   259,129     330,000
Karen M. Singer   110.4 %   281,644     300,000
(3)
This column reflects the restricted share awards made on March 1, 2007 under the long-term incentive plan related to 2006 performance. These shares vest over a three-year period in equal increments on the anniversary of the grant date.

(4)
The grant date fair value was calculated using the closing common share price on the NYSE on March 1, 2007 of $50.57.


Outstanding Equity Awards at December 31, 2007

        The table below provides information about unexercised common share options and unvested restricted shares at December 31, 2007 for the Named Executive Officers.

 
    
   Option Awards
   Restricted Share Awards
 
    
   Number of Securities Underlying Unexercised Options
    
    
    
    
 
    
    
    
   Number of Shares That Have Not Vested(1)
   Market Value of Shares That Have Not Vested ($)(2)
Name
    
   Option Exercise Price($)
   Option Expiration Date
  Grant Date
   Exercisable
   Unexercisable
Randall M. Griffin   9/28/1998   25,300   —   $ 9.25   9/28/2008   —   $ —
    3/11/1999   20,000   —     9.25   3/11/2009   —     —
    12/16/1999   210,000   —     7.38   12/16/2009   —     —
    1/1/2000   6,932   —     7.63   1/1/2010   —     —
    9/12/2000   25,000   —     9.75   9/12/2010   —     —
    3/8/2001   50,000   —     9.90   3/8/2011   —     —
    3/7/2002   168,068   —     12.45   3/7/2012   —     —
    5/15/2003   —   —     —   N/A   3,600     113,400
    2/26/2004   —   —     —   N/A   13,702     431,613
    2/25/2005   —   —     —   N/A   27,235     857,903
    3/9/2006   —   —     —   N/A   40,236     1,267,434
    3/1/2007   —   —     —   N/A   30,188     950,922
 
 
 
 
 
 
 

37


Roger A. Waesche, Jr. 
 
9/12/2000
 
40,000
 
—
 
 
9.75
 
9/12/2010
 
—
 
 
—
    3/7/2002   50,000   —     12.45   3/7/2012   —     —
    5/15/2003   —   —     —   N/A   1,440     45,360
    2/26/2004   —   —     —   N/A   7,771     244,787
    2/25/2005   —   —     —   N/A   16,049     505,544
    3/9/2006   —   —     —   N/A   15,091     475,367
    3/1/2007   —   —     —   N/A   13,708     431,802
 
 
 
 
 
 
 

Stephen E. Riffee
 
8/14/2006
 
—
 
—
 
 
—
 
N/A
 
25,200
 
 
793,800
    3/1/2007   —   —     —   N/A   3,689     116,204
 
 
 
 
 
 
 

Dwight S. Taylor
 
5/15/2003
 
—
 
—
 
 
—
 
N/A
 
1,296
 
 
40,824
    2/26/2004   —   —     —   N/A   3,357     105,746
    2/25/2005   —   —     —   N/A   6,002     189,063
    3/9/2006   —   —     —   N/A   6,241     196,592
    3/1/2007   —   —     —   N/A   9,122     287,343
 
 
 
 
 
 
 

Karen M. Singer
 
1/1/2002
 
4,000
 
—
 
 
11.87
 
1/1/2012
 
—
 
 
—
    1/1/2004   7,500   —     20.34   1/1/2014   —     —
    1/31/2003   —   —     —   N/A   1,156     36,414
    1/31/2004   —   —     —   N/A   1,013     31,910
    2/25/2005   —   —     —   N/A   1,998     62,937
    3/9/2006   —   —     —   N/A   3,444     108,486
    3/1/2007   —   —     —   N/A   7,515     236,723
(1)
The forfeiture restrictions on restricted share awards that were unvested at December 31, 2007 lapsed or will lapse on the following dates:

Grant Date
   Vesting Schedule
1/31/2003   All remaining shares vested on 1/31/2008.
5/15/2003   All remaining shares vest on 5/15/2008.
1/31/2004   48% vested on 1/31/2008 and 52% vest on 1/31/2009.
2/26/2004   48% vested on 2/26/2008 and 52% vest on 2/26/2009.
2/25/2005   30% vested on 2/25/2008; 33% vest on 2/25/2009; and 37% vest on 2/25/2010.
3/9/2006   21% vested on 3/9/2008; 24% vest on 3/9/2009; 26% vest on 3/9/2010; and 29% vest on 3/9/2011.
8/14/2006   21% vest on 8/14/2008; 24% vest on 8/14/2009; 26% vest on 8/14/2010; and 29% vest on 8/14/2011.
3/1/2007   33.3% vested on 3/1/08; 33.3% vest on 3/31/2009; and 33.4% vest on 3/1/2010.
(2)
Value is calculated by multiplying the number of shares subject to vesting by $31.50, the closing price of our common shares on the NYSE on December 31, 2007.

38


Option Exercises and Stock Vested in 2007

        The table below provides information about the value realized on options exercised and restricted shares vesting during 2007 for the Named Executive Officers.

 
   Option Awards
   Restricted Share Awards
Name
   Number of Shares Acquired on Exercise
   Value Realized on Exercise(1)
   Number of Shares Acquired on Vesting
   Value Realized on Vesting(2)
Randall M. Griffin   94,700   $ 4,242,238   24,349   $ 1,224,806
Roger A. Waesche, Jr.    45,000     1,901,565   11,951     606,325
Stephen E. Riffee   —     —   4,800     191,232
Dwight S. Taylor   102,500     3,809,034   5,474     272,987
Karen M. Singer   10,000     328,989   2,702     140,898
(1)
Value realized on share options exercised is calculated by multiplying the difference between the option exercise price and the common share price upon exercise of options by the number of common shares underlying the options.

(2)
Value realized on vesting of restricted shares is calculated by multiplying the average of the high and low common share prices, as reported by the NYSE on the vesting date, by the number of shares vesting.


Nonqualified Deferred Compensation

        The following table shows the contributions, earnings and account balances for the Named Executive Officers in the Company's nonqualified deferred compensation plan:

Named Executive
   Executive Contributions in 2007(1)
   Company Contributions in 2007(2)
   Aggregate (Losses) Earnings in 2007(3)
   Aggregate Distributions in 2007
   Aggregate Balance at 12/31/07(4)
Randall M. Griffin   $ 166,694   $ —   $ (129,834 ) $ —   $ 1,445,891
Roger A. Waesche, Jr.      (800 )   —     39,276     —     555,615
Stephen E. Riffee     14,929     —     231     —     15,160
Dwight S. Taylor     23,909     —     10,530     —     346,730
Karen M. Singer     64,947     —     3,300     (73,826 )   120,405
(1)
The amounts in this column include amounts reflected in the Summary Compensation Table in the salary column, as well as non-equity incentive plan compensation paid in 2007 for 2006.
(2)
The amounts in this column are also included in the Summary Compensation Table in the all other compensation column as a portion of the 401(k) and deferred compensation plan match.
(3)
The amounts in this column reflect aggregate losses or earnings on participant-directed investments. The nonqualified deferred compensation plan does not pay above-market interest rates.
(4)
The table below sets forth the portions of the amounts included in this column that were reported in the Summary Compensation Table appearing in the Company's proxy statements in this year or in prior years:

39

 
 
   Amounts Reported as Compensation
    
Named Executive
    
  Current Year
   Prior Years
   Total
Randall M. Griffin   $ 166,694   $ 1,016,545   $ 1,183,239
Roger A. Waesche, Jr.      —     302,487     302,487
Stephen E. Riffee     14,929     —     14,929
Dwight S. Taylor     23,923     165,498     189,421
Karen M. Singer     61,422     108,876     170,298


Potential Payments on Termination, Change in Control, Death or Disability

        The employment agreement of Mr. Griffin provides for the following severance package in the event of (1) termination by us without cause or by the executive based upon constructive termination or (2) a change in control of the Company or Mr. Griffin's employer:

        The employment agreements of Mr. Waesche and Mr. Taylor provide for the following severance package in the event of (1) termination by us without cause or by the executive based upon constructive termination or (2) a change in control of the Company or the executive's employer:

40

        The employment agreement of Mr. Riffee provides for the following severance package in the event of (1) termination by us without cause or by Mr. Riffee based upon constructive termination or (2) a change in control of the Company or Mr. Riffee's employer:

        The employment agreement of Ms. Singer provides for the following severance package in the event of (1) termination by us without cause or by Ms. Singer based upon constructive termination or (2) a change in control of the Company or Ms. Singer's employer:

        Under the employment agreements, a termination by us without cause is termination of employment for any reason other than (1) expiration of the term of the executive's employment agreement or any renewal term; (2) termination upon disability; or (3) a "for-cause" termination. A "for- cause" termination is the termination of employment by us on the basis or as a result of (1) a violation by the executive of any applicable law or regulation respecting the Company's business; (2) the executive's conviction of a felony or any crime involving moral turpitude; (3) any act of dishonesty or fraud, or the executive's commission of an act which in the opinion of the Board of Trustees disqualifies the executive from serving as an executive or Trustee; (4) the willful or negligent failure of the executive to perform his or her duties under the employment agreement, which failure continues for a period of 30 days after written notice thereof is given to the executive; or (5) a violation of any provision of the Company's Code of Business Conduct and Ethics by the executive.

        Under the employment agreements, constructive termination is termination initiated by the executive upon such executive being "constructively discharged" by us, which means the occurrence of any of the following events (not in connection with a "for-cause" termination): (1) the executive is not re-elected to, or is removed from, his or her position, other than as a result of the executive's election or appointment to positions of equal or superior scope and responsibility; (2) the executive shall fail to be vested by the Company with the powers, authority and support services normally attendant to any of said offices; (3) the Company notifies the executive that the employment of the executive will be terminated or materially modified in the future or that the executive will be constructively discharged in the future; (4) the Company changes the primary employment location of the executive to a place that is more than 50 miles from the primary employment location as of the date of the employment agreement; or (5) the Company otherwise commits a material breach of its obligations under the employment agreement.

41

        Under the employment agreements, a change in control means the occurrence of any of the following during the term of the employment agreement: (1) the consummation of the acquisition by any person, (as such term is defined in Section 13(d) or 14(d) of the Exchange Act of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the combined voting power embodied in the then outstanding voting securities of the Company or the executive's employer; or (2) approval by the shareholders of the Company or the executive's employer of: (a) a merger or consolidation of the Company or the executive's employer, if the shareholders of the Company or the employer of the executive immediately before such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities of the entity resulting from such merger or consolidation in substantially the same proportion as was represented by their ownership of the combined voting power of the voting securities of the Company or the executive's employer outstanding immediately before such merger or consolidation; or (b) a complete or substantial liquidation or dissolution, or an agreement for the sale or other disposition, of all or substantially all of the assets of the Company or the employer of the executive.

        In the event of death or disability, the employment agreements provide for the full vesting of all options and restricted shares granted to executive officers under any stock plan or similar program.

42

        The table below reflects the payments that may be made to the Named Executive Officers pursuant to the provisions discussed above, assuming that the termination event described occurred on December 31, 2007.

Name
   Cash Severance Payments(1)
   Continuation of Medical/Welfare Benefits(2)
   Value of Share Option and Restricted Share Vestings(3)
   Parachute Excise Tax Gross-Up Payment(4)
   Total Termination Benefits
Randall M. Griffin                              
  Premature or Constructive Termination
Change in Control
Death or Disability		   $
$
$		 3,896,404
3,896,404
—		   $
$
$		 64,412
64,412
—		   $
$
$		 3,621,272
3,621,272
3,621,272		   $
$
$		 —
—
—		   $
$
$		 7,582,088
7,582,088
3,621,272

Roger A. Waesche, Jr.
    Premature or Constructive Termination
    Change in Control
    Death or Disability
 

$
$
$

2,206,000
2,206,000
—
 

$
$
$

62,142
62,142
—
 

$
$
$

1,702,859
1,702,859
1,702,859
 

$
$
$

—
—
—
 

$
$
$

3,971,001
3,971,001
1,702,859

Stephen E. Riffee
    Premature or Constructive Termination
    Change in Control
    Death or Disability
 

$
$
$

1,185,000
1,185,000
—
 

$
$
$

32,120
32,120
—
 

$
$
$

910,004
910,004
910,004
 

$
$
$

—
579,495
—
 

$
$
$

2,127,124
2,706,619
910,004

Dwight S. Taylor
    Premature or Constructive Termination
    Change in Control
    Death or Disability
 

$
$
$

1,504,000
1,504,000
—
 

$
$
$

37,754
37,754
—
 

$
$
$

819,567
819,567
819,567
 

$
$
$

—
—
—
 

$
$
$

2,361,321
2,361,321
819,567

Karen M. Singer
    Premature or Constructive Termination
    Change in Control
    Death or Disability
 

$
$
$

383,667
383,667
—
 

$
$
$

14,004
14,004
—
 

$
$
$

476,469
476,469
476,469
 

$
$
$

—
—
—
 

$
$
$

874,140
874,140
476,469
(1)
Cash payments due to the Named Executive Officers upon premature or constructive termination would be paid by the Company monthly over a 12-month period unless otherwise required by or mutually-agreed upon due to tax considerations. Cash payments due to the Named Executive Officers upon a change in control would be paid by the Company in a lump sum.

(2)
These benefits were computed based on the monthly medical and welfare benefits, auto allowances, and financial planning allowances for the Named Executive Officers as of December 31, 2007 multiplied by the number of months over which such benefits are to continue beyond such executives' employment termination.

(3)
Value on vesting of stock options is calculated by multiplying the difference between stock option exercise prices and $31.50, the closing price of our common shares on the NYSE on December 31, 2007, by the number of common shares underlying unvested stock options as of December 31, 2007. Value on restricted share vestings is calculated by multiplying the number of shares subject to vesting as of December 31, 2007 by $31.50.

(4)
The gross-up payments do not take account of mitigation for payments being paid in consideration of non-competition agreements or as reasonable compensation. The amounts in the table are based on an excise tax rate of 20%, a Federal income tax rate of 35%, a Medicare tax rate of 1.45% and a state income tax rate of 7.0%. While the employment agreements of Mr. Griffin, Mr. Waesche and Mr. Taylor provide for reimbursement of parachute excise taxes and related tax gross-ups, we determined that no excise taxes were due for such executives in the periods used in the computation.

43


Proposal 3—Adoption of the 2008 Omnibus Equity and Incentive Plan

        On April 2, 2008, our Board of Trustees adopted the 2008 Omnibus Equity and Incentive Plan (the "2008 Plan"), subject to the approval of our shareholders. The 2008 Plan will become effective if and when approved by our shareholders and will replace our 1998 Long Term Incentive Plan (the "1998 Plan"). The 1998 Plan expired on March 12, 2008.

        For years, we have successfully used equity awards granted under the 1998 Plan to attract, retain and motivate employees. We believe that having a plan in place that permits us to grant equity awards to existing and prospective employees remains critical to our ability to attract, retain and motivate employees in a highly competitive marketplace. Because the 1998 Plan expired on March 12, 2008, unless the 2008 Plan is approved by our shareholders, we will not be able to grant equity awards to existing or prospective employees. Our inability to grant equity awards could have a significant adverse affect on our ability to attract, retain and motivate the well qualified employees that are critical to our success. Accordingly, we are seeking shareholder approval of the 2008 Plan.

The Board of Trustees unanimously recommends a vote "FOR" the 2008 Plan.

Summary of the 2008 Plan

        The following description of certain material features of the 2008 Plan is intended to be a summary only. The summary is qualified in its entirety by the full text of the 2008 Plan that is attached hereto as Annex B.

        Shares Available.    The maximum number of shares to be issued under the 2008 Plan is 2,900,000 common shares; provided that different types of awards will count differently against the total number of shares available. Any award that delivers the full value of the underlying shares such as deferred share awards, restricted share awards, unrestricted share awards or performance share awards (a "Full Value Award") will be counted against the overall share limitation as 3.1 shares. The grant of any option or share appreciation right that has a term of five years or less from the date of grant will be counted against the overall share limitation as 0.8 shares. All other awards will be counted against the overall share limitation as 1.0 shares. Based solely on the closing price of our common shares as reported on the NYSE on March 14, 2008, the maximum aggregate market value of the 2,900,000 shares that could potentially be issued under the 2008 Plan is $92,887,000.

        The shares underlying any awards that are forfeited, canceled, expired, reacquired by us prior to vesting, satisfied without the issuance of common shares or otherwise terminated (other than by exercise) under the 2008 Plan are added back to the shares available for issuance under the 2008 Plan. Shares tendered or held back upon exercise of an option or settlement of an award to cover the exercise price or tax withholding are not available for future issuance under the 2008 Plan. In addition, upon exercise of share appreciation rights, the gross number of shares exercised shall be deducted from the total number of shares remaining available for issuance under the 2008 Plan.

        Types of Awards.    The types of awards permitted under the 2008 Plan will include share options, share appreciation rights, deferred share awards, restricted share awards, unrestricted share awards, cash-based awards, performance shares, dividend equivalent rights and other equity-based awards.

        Eligibility.    All officers, employees, non-employee Trustees and other key persons (including consultants and prospective employees) of the Company and its subsidiaries will be eligible to receive awards under the 2008 Plan. Persons eligible to participate in the 2008 Plan will be those officers, employees, non-employee Trustees and other key persons (including consultants and prospective employees) of the Company and its subsidiaries as selected from time to time by the Administrator. Approximately 360 individuals are currently eligible to participate in the 2008 Plan.

44

        Plan Administration.    The 2008 Plan will be administered by either the Compensation Committee of the Board of Trustees, the Board of Trustees or by such other committee of the Board of Trustees performing the functions of the Compensation Committee (in either case, the "Administrator"). The Administrator has full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, and to determine the specific terms and conditions of each award, subject to the provisions of the 2008 Plan. The Administrator may delegate the authority to grant awards to employees who are not subject to the reporting and other provisions of Section 16 of the Exchange Act to our Chief Executive Officer.

        Change of Control.    In the event of a change in control or sale of the Company, the time-based vesting provisions of all awards granted under the 2008 Plan will fully accelerate, except as the Administrator may otherwise specify with respect to particular awards, and performance-based vesting may accelerate.

        Term.    No awards may be granted under the 2008 Plan 10 years after the date of shareholder approval.

        Amendment.    The 2008 Plan may not be amended without common shareholder approval to the extent required by the NYSE or to preserve the qualified status of incentive options or ensure that compensation earned under the 2008 Plan qualifies as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986 (the "Code"). Generally, under current NYSE rules, all material amendments to the 2008 Plan, including those that materially increase the number of shares available, expand the types of awards available or the persons eligible to receive awards, extend the term of the 2008 Plan, change the method of determining the strike price of options or delete or limit any provision prohibiting the repricing of options, must be approved by our common shareholders. Otherwise, our Board of Trustees may at any time amend or discontinue the 2008 Plan.

        Repricing.    The Administrator may not reprice or reduce the exercise price of any outstanding options or share appreciation rights, other than as a result of a proportionate adjustment made in connection with a reorganization, recapitalization, reclassification, share dividend, share split, reverse share split, extraordinary dividend or other similar event.

        Limitations on Individual Grants of Options or Share Appreciation Rights.    The maximum award of options or share appreciation rights granted to any one individual will not exceed 2,500,000 shares (subject to adjustment for share splits and similar events) for any calendar year period.

        Performance-Based Compensation.    To ensure that certain awards granted under the 2008 Plan to a "Covered Employee" (as defined in the Code) qualify as "performance-based compensation" under Section 162(m) of the Code, the 2008 Plan provides that the Administrator may require that the vesting of such awards be conditioned on the satisfaction of performance criteria that may include any or all of the following: (1) earnings before interest, taxes, depreciation and/or amortization, (2) net income (loss) (either before or after interest, taxes, depreciation and/or amortization), (3) changes in the market price of our common shares, (4) economic value-added, (5) funds from operations or similar measure, (6) sales or revenue, (7) acquisitions or strategic transactions, (8) operating income (loss), (9) cash flow (including, but not limited to, operating cash flow and free cash flow), (10) return on capital, assets, equity, or investment, (11) shareholder returns, (12) return on sales, (13) gross or net profit levels, (14) productivity, (15) expense, (16) margins, (17) operating efficiency, (18) customer satisfaction, (19) working capital, (20) earnings (loss) per share, (21) rent growth, (22) objectively determinable expense management, (23) capital deployment, (24) development milestones, (25) sales or market shares and (26) number of customers, any of which may be measured either in absolute terms, or on a per share basis, as compared to any incremental increase or as compared to results of a peer group. The Administrator will select the particular performance criteria within 90 days following the commencement of a performance cycle. Subject to adjustments for share splits and similar events, the

45


maximum award granted to any one individual that is intended to qualify as "performance-based compensation" under Section 162(m) of the Code will not exceed 700,000 shares of common shares for any performance cycle. If a performance-based award is payable in cash to any executive, it cannot exceed $10,000,000 for any performance cycle.

        Share Options.    The 2008 Plan permits the granting of (1) options intended to qualify as incentive stock options under Section 422 of the Code and (2) options that do not so qualify. Options granted under the 2008 Plan will be non-qualified options if they fail to qualify as incentive options or exceed the annual limit on incentive stock options. Non-qualified options may be granted to any persons eligible to receive incentive options and to non-employee Trustees and key persons. The exercise price of each option will be determined by the Administrator but may not be less than 100% of the fair market value of our common shares on the date of grant.

        The term of each option will be fixed by the Administrator and may not exceed ten years from the date of grant. The Administrator will determine at what time or times each option may be exercised. Options may be made exercisable in installments and the exercisability of options may be accelerated by the Administrator. Options may be exercised in whole or in part with written notice to the Company.

        Upon exercise of options, the option exercise price must be paid in full either in cash, by certified or bank check or other instrument acceptable to the Administrator, or by delivery (or attestation to the ownership) of shares that are beneficially owned by the optionee. Subject to applicable law, the exercise price may also be delivered to the Company by a broker pursuant to irrevocable instructions to the broker from the optionee.

        To qualify as incentive options, options must meet additional federal tax requirements, including a $100,000 limit on the value of shares subject to incentive options that first become exercisable by a participant in any one calendar year.

        Share Appreciation Rights.    The Administrator may award share appreciation rights to participants subject to such conditions and restrictions as the Administrator may determine, provided that the exercise price may not be less than 100% of the fair market value of our common shares on the date of grant. Share appreciation rights are settled in common shares. In addition, no share appreciation rights shall be exercisable more than 10 years after the date the Share Appreciation Right is granted.

        Deferred Shares.    Deferred share awards are ultimately payable in the form of common shares and may be subject to such conditions and restrictions as the Administrator may determine. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment with the Company through a specified vesting period. In the event these awards granted to employees have a performance-based restriction, the restriction period will be at least one year, and in the event these awards have a time-based restriction, the restriction period will be at least three years, but vesting can occur incrementally over the three-year period. In addition, at the Administrator's discretion, these minimum vesting requirements may be reduced with respect to any employee who has provided notice to the Company of his or her intent to retire from the Company within the restriction or vesting period. The minimum vesting requirements set forth above will not apply to deferred share awards granted to non-employee Trustees. In the Administrator's sole discretion, and subject to the participant's compliance with the procedures established by the Administrator and requirements of Section 409A of the Code, it may permit a participant to make an advance election to receive a portion of his or her future cash compensation otherwise due in the form of a deferred share award.

        Restricted Shares.    The Administrator may award shares to participants subject to such conditions and restrictions as the Administrator may determine. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment with us through a specified restriction period. However, in the event these awards granted to employees have a performance-based

46


restriction, the restriction period will be at least one year, and in the event these awards granted to employees have a time-based restriction, the restriction period will be at least three years, but vesting can occur incrementally over the three-year period. In addition, at the Administrator's discretion, these minimum vesting requirements may be reduced with respect to any employee who has provided notice to the Company of his or her intent to retire from the Company within the restriction or vesting period. The minimum vesting requirements set forth above will not apply to restricted shares granted to non-employee Trustees.

        Unrestricted Shares.    The 2008 Plan gives the Administrator discretion to grant share awards free of any restrictions. Unrestricted shares may be granted to any participant in recognition of past services or other valid consideration and may be issued in lieu of cash compensation due to such participant.

        Cash-based Awards.    Each cash-based award shall specify a cash-denominated payment amount, formula or payment ranges as determined by the Administrator. Payment, if any, with respect to a cash-based award may be made in cash or in common shares, as the Administrator determines.

        Performance Share Awards.    The Administrator may grant performance share awards to any participant which entitle the recipient to receive common shares upon the achievement of certain performance goals and such other conditions as the Administrator shall determine. Such conditions may include: the performance goals; the periods during which performance is to be measured, which may not be less than one year in the case of performance share awards granted to employees, provided that, in the Administrator's discretion, such minimum vesting requirement may be reduced with respect to any employee who has provided notice to the Company of his or her intent to retire from the Company within such one-year period; and such other limitations and conditions as the Administrator shall determine. The minimum vesting requirement set forth in the foregoing sentence will not apply to performance share awards granted to non-employee Trustees.

        Dividend Equivalent Rights.    Dividend equivalent rights are awards entitling the grantee to current or deferred payments equal to dividends on a specified number of common shares. Dividend equivalent rights may be settled in cash or shares and are subject to other conditions as the Administrator shall determine. Dividend equivalent rights shall not be granted to any grantee as a component of an option or a share appreciation right.

        Other Equity-Based Awards.    The Administrator may grant units or any other membership or ownership interests (which may be expressed as units or otherwise) in a subsidiary (or other affiliate of the Company), with any shares being issued in connection with the conversion of (or other distribution on account of) an interest granted under the provisions of the 2008 Plan.

        Tax Withholding.    Participants in the 2008 Plan are responsible for the payment of any federal, state or local taxes that we are required by law to withhold upon any option exercise or vesting of other awards. Subject to approval by the Administrator, participants may elect to have the minimum tax withholding obligations satisfied by authorizing the Company to withhold shares to be issued pursuant to an option exercise or other award.

Tax Aspects Under the Code

        The following is a summary of the principal federal income tax consequences of certain transactions under the 2008 Plan. It does not describe all federal tax consequences under the 2008 Plan, nor does it describe state or local tax consequences.

        Incentive Options.    No taxable income is generally realized by the optionee upon the grant or exercise of an incentive option. If shares issued to an optionee pursuant to the exercise of an incentive option are sold or transferred after two years from the date of grant and after one year from the date of exercise, then (1) upon sale of such shares, any amount realized in excess of the option price (the

47


amount paid for the shares) will be taxed to the optionee as a long-term capital gain, and any loss sustained will be a long-term capital loss, and (2) we will not be entitled to any deduction for federal income tax purposes. The exercise of an incentive option will give rise to an item of tax preference that may result in alternative minimum tax liability for the optionee.

        An incentive option will not be eligible for the tax treatment described above if it is exercised more than three months following termination of employment (or one year in the case of termination of employment by reason of disability). In the case of termination of employment by reason of death, the three-month rule does not apply.

        If shares acquired upon the exercise of an incentive option are disposed of prior to the expiration of the two-year and one-year holding periods described above, generally: (1) the optionee will realize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of the shares at exercise (or, if less, the amount realized on a sale of such shares) over the option price thereof; and (2) we will be entitled to deduct such amount. Special rules will apply where all or a portion of the exercise price of the incentive option is paid by tendering shares.

        Non-Qualified Options.    No taxable income is generally realized by the optionee upon the grant of a non-qualified option. Generally: (1) at exercise, ordinary income is realized by the optionee in an amount equal to the difference between the option price and the fair market value of the shares on the date of exercise, and we receive a tax deduction for the same amount; and (2) at disposition, appreciation or depreciation after the date of exercise is treated as either short-term or long-term capital gain or loss depending on how long the shares have been held. Special rules will apply where all or a portion of the exercise price of the non-qualified option is paid by tendering shares. Upon exercise, the optionee will also be subject to Social Security taxes on the excess of the fair market value over the exercise price of the option.

        Parachute Payments.    The vesting of any portion of an option or other award that is accelerated due to the occurrence of a change in control may cause a portion of the payments with respect to such accelerated awards to be treated as "parachute payments," as defined in the Code. Any such parachute payments may be non-deductible to us, in whole or in part, and may subject the recipient to a non-deductible 20% federal excise tax on all or a portion of such payment (in addition to other taxes ordinarily payable).

        Limitation on the Company's Deductions.    As a result of Section 162(m) of the Code, our deduction for certain awards under the 2008 Plan may be limited to the extent that the Chief Executive Officer or other executive officer whose compensation is required to be reported in the summary compensation table receives compensation in excess of $1 million a year (other than performance-based compensation that otherwise meets the requirements of Section 162(m) of the Code). The 2008 Plan is structured to allow certain grants to qualify as performance-based compensation.

New Plan Benefits

        No grants have been issued with respect to the shares to be reserved for issuance under the 2008 Plan. The number of shares that may be granted to any participant in the 2008 Plan is not determinable at this time, as such grants are subject to the discretion of the Administrator. Accordingly, in lieu of providing benefits that will be received by the following individuals under the 2008 Plan, the

48


following table provides information concerning equity awards granted to the following individuals during fiscal year ended December 31, 2007:

Name of Executive or Group
   Common Shares Underlying Share Options
   Other Awards Under the Plan
Randall M. Griffin   —   30,188
Roger A. Waesche, Jr.    —   13,708
Stephen E. Riffee   —   3,689
Dwight S. Taylor   —   9,122
Karen M. Singer   —   7,515
All current executive officers as a group   —   64,222
All current Trustees who are not executive officers, as a group   40,000   —
All current employees who are not executive officers, as a group   257,691   77,137

Vote Required

        Because this proposal is required to be approved by shareholders under the rules of the New York Stock Exchange, two separate thresholds must be met for this proposal to be approved: (1) votes for the proposal must be at least a majority of all of the votes cast on the proposal (including votes for and against and abstentions) and (2) the total number of votes cast on the proposal (regardless of whether they are for or against or abstentions) must represent more than 50% of all of the shares entitled to vote on the proposal. For these purposes, abstentions will be treated as votes cast and broker non-votes will not be treated as votes cast.

        Our Board of Trustees unanimously recommends a vote FOR the approval of the 2008 Omnibus Equity and Incentive Plan. Proxies solicited by the Board of Trustees will be voted for the proposal unless instructions to the contrary are given.

49


Equity Compensation Plan Information

        The table below provides information as of December 31, 2007 regarding our compensation plans under which equity securities are authorized for issuance to employees or non-employees in exchange for consideration in the form of goods and services.

Plan Category
   Number of Securities
to be Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights
(a)
   Weighted-average
Exercise Price of
Outstanding
Options, Warrants
and Rights
(b)
   Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
in Column (a))
(c)
  
Equity compensation plans approved by
    security holders		   2,141,344   $ 25.29   975,504 (1)
Equity compensation plans not approved
    by security holders		   —     N/A   —  
   
 
 
 
  Total   2,141,344   $ 25.29   975,504  
   
 
 
 
(1)
Includes 975,504 awards available to be issued under the 1998 Long Term Incentive Plan; total awards issuable under this plan are computed based on 13% of the total of (i) our common shares outstanding plus (ii) the number of common shares which would be outstanding upon redemption of all units in our operating partnership or other securities which are convertible into common shares (subject to adjustment to prevent antidilution or enlargement of the rights of plan participants). Currently, there are no shares available to be issued under the 1998 Plan as it expired on March 12, 2008.

        As of March 14, 2008, the number of securities to be issued upon the exercise of outstanding options is equal to 2,122,799, the weighted average exercise price of outstanding options is equal to $25.24, the weighted average term is 5.6 years and there are no securities remaining for issuance. In addition, a total of 547,223 restricted shares were outstanding as of March 14, 2008.

        During 2005, 2006 and 2007, we granted 521,588, 503,800 and 297,691 options and 130,975, 163,420 and 141,359 restricted shares, respectively. Our weighted average common shares outstanding for 2005, 2006 and 2007 totaled 37,370,585, 41,462,982 and 46,527,216, respectively.

50


Report of the Audit Committee

        The Audit Committee of Corporate Office Properties Trust's Board of Trustees is comprised of the three Trustees named below. Each of the Trustees meets the independence and experience requirements of the New York Stock Exchange and satisfies the Securities and Exchange Commission's additional independence requirements for members of audit committees. The Board of Trustees has determined that Kenneth D. Wethe is an "audit committee financial expert" as defined by the Securities and Exchange Commission. The Audit Committee adopted and, in September 2006, the Board of Trustees approved, a charter outlining the Audit Committee's practices. A copy of the charter is available in the investor relations section of the Company's Internet website in the subsection entitled "Corporate Governance." The Audit Committee's charter is also available in print to any shareholder upon request. To the extent modifications are made to the Audit Committee's charter, such modifications will be reflected on the Company's Internet website.

        Management is responsible for the Company's financial statements, financial reporting process, internal financial controls, compliance with legal and regulatory requirements and ethical behavior. The Company's independent registered public accounting firm is responsible for expressing opinions on the conformity of the Company's consolidated financial statements with generally accepted accounting principles, the presentation of the fairness of the Company's financial statement schedule and the effectiveness of the Company's internal control over financial reporting. The Company's internal audit function is responsible for, among other things, helping to evaluate and improve the effectiveness of risk management, control and governance processes, and being a resource to assist in improving the Company's operations. The role of the Audit Committee is to oversee these activities.

        Management completed the documentation, testing and evaluation of the Company's system of internal control over financial reporting in response to the requirements set forth in Section 404 of the Sarbanes-Oxley Act of 2002 and related regulations. The Audit Committee was kept apprised of the progress of the evaluation and provided oversight and advice to management during the process. In connection with this oversight, the Committee received periodic updates provided by management, the internal audit function and the independent registered public accounting firm at each regularly scheduled Committee meeting. At the conclusion of the process, management provided the Committee with a report on the effectiveness of the Company's internal control over financial reporting, and represented to the Audit Committee that the Company's internal control over financial reporting was effective as of December 31, 2007 based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Committee also reviewed Management's Report on Internal Control over Financial Reporting contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Securities and Exchange Commission, as well as the independent registered public accounting firm's Report of Independent Registered Public Accounting Firm (included in the Company's Annual Report on Form 10-K). The Report of Independent Registered Public Accounting Firm related to the audit of: (i) the consolidated financial statements and financial statement schedule included in Form 10-K; and (ii) the effectiveness of internal control over financial reporting. The Committee continues to oversee the Company's efforts related to its internal control over financial reporting and management's preparations for the evaluation in 2008.

        The Audit Committee met with the Company's accounting and financial management team, the internal audit function and the independent registered public accounting firm to review the Company's annual and quarterly periodic filings containing annual and quarterly consolidated financial statements prior to the Company's submission of such filings to the Securities and Exchange Commission. In addition, the Audit Committee met with the internal audit function and with the independent registered public accounting firm without the presence of management.

51

        Management represented to the Audit Committee that the Company's consolidated financial statements for the year ended December 31, 2007 were prepared in accordance with generally accepted accounting principles. The Audit Committee discussed with the independent registered public accounting firm the matters required to be discussed under Statement on Auditing Standards No. 61, as amended, which addresses communication between audit committees and independent registered public accounting firms. The Audit Committee received from the independent registered public accounting firm the written disclosures and letter required by Independence Standards Board Standard No. 1, which addresses independence discussions between auditors and audit committees. The Audit Committee also held discussions with the independent registered public accounting firm regarding their independence from the Company and its management and considered whether the independent registered public accounting firm's provision of audit and non-audit services provided to the Company during 2007 was compatible with maintaining the registered public accounting firm's independence.

        In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Trustees that the Company's audited consolidated financial statements for the year ended December 31, 2007 be included in the Company's 2007 Annual Report to Shareholders and Annual Report on Form 10-K for the year ended December 31, 2007 for filing with the Securities and Exchange Commission. This report is provided by the following independent Trustees, who constitute the Audit Committee.

        The Report of the Audit Committee shall not be deemed incorporated by reference by any general statement that incorporates by reference any portion of this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such acts.


Independent Registered Public Accounting Firm

        PricewaterhouseCoopers LLP ("PwC") served as our independent registered public accounting firm for the years ended December 31, 2007 and 2006. PwC also provided the Company with other auditing and advisory services. We are cognizant of the need for PwC to maintain its independence and objectivity in order to effectively serve in its role as our independent registered public accounting firm. As a result, our Audit Committee restricted the services for which PwC can be engaged to those services that could not impair or appear to impair PwC's independence and objectivity. In making this determination, the Audit Committee contemplates the nature of the services, the benefits that PwC performing such services brings both to the services and to their audit and PwC's proposed cost for providing such services.

        The Audit Committee has procedures in place regarding the pre-approval of all services provided by PwC. Specifically, the Company's Management contacts the Audit Committee Chairman regarding the potential need for a service from PwC. PwC then provides an engagement letter to management pertaining to the service, which management reviews for the service description and proposed fee. Once management agrees with the engagement letter, it forwards the engagement letter to the Audit Committee Chairman. The Audit Committee Chairman then reviews the engagement letter for the criteria described in the previous paragraph and if, based on such review, he approves of the terms of the engagement letter, he forwards the letter to the other Audit Committee members requesting that they respond within a certain period of time should they not approve of the engagement letter. If the

52


Audit Committee Chairman does not hear timely responses to the contrary, the Audit Committee Chairman is authorized to approve the engagement letter on behalf of the Audit Committee. All fees paid to PwC in 2007 were approved by the Audit Committee in accordance with this policy.

        For the years ended December 31, 2007 and 2006, we incurred the approximate fees and expenses set forth below with PwC:

 
   2007
   2006
Audit fees(1)   $ 651,373   $ 879,900
Audit-related fees(2)     134,079     223,980
Tax fees(3)     89,624     106,048
All other fees(4)     —     —
   
 
  Total   $ 875,076   $ 1,209,928
   
 

        None of the fees reflected above were approved by the Audit Committee pursuant to the "de-minimis exception" in Rule 2-01 of Regulation S-X.

        We expect that PwC will serve as our independent registered public accounting firm for 2008, though we have asked that our shareholders ratify PwC's service as discussed under Proposal 4 below. We expect that a representative of PwC will be present at the 2008 Annual Meeting. The representative will have an opportunity to make a statement if he or she desires to do so and to answer appropriate questions.


Proposal 4—Ratification of the Appointment of Independent Registered Public Accounting Firm

        The Audit Committee of the Board of Directors has selected and appointed PwC as our independent registered public accounting firm to audit our consolidated financial statements for the year ending December 31, 2008. Although ratification by shareholders is not required by law or by our By-Laws, the Audit Committee believes that submission of its selection to shareholders is a matter of good corporate governance. Even if the appointment is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time if the Audit

53


Committee believes that such a change would be in the best interests of the Company and its shareholders. If our shareholders do not ratify the appointment of PwC, the Audit Committee will take that fact into consideration, together with such other factors it deems relevant, in determining its next selection of independent registered public accounting firm.

        Vote Required.    If a quorum is present at the 2008 Annual Meeting, the vote of a majority of the votes cast at a meeting at the Meeting will be required to approve the proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current fiscal year. Abstentions and broker non-votes will have no effect on the proposal.

        The Board of Trustees recommends a vote "FOR" approval of the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current fiscal year.


Section 16(a) Beneficial Ownership Reporting Compliance

        The rules of the Securities and Exchange Commission require that we disclose late filings of initial reports of share ownership and reports of changes in share ownership by our Trustees, officers and greater than 10% shareholders. Our Trustees, officers and greater than 10% shareholders are required by those rules to furnish us with copies of the reports of share ownership (and changes in share ownership) they file with the Securities and Exchange Commission. Based solely on our review of the copies of such reports received by us and other information provided by these parties, we believe that during the year ended December 31, 2007, our Trustees, officers and greater than 10% shareholders filed all required reports on a timely basis with the following exception:


Code of Ethics; Review and Approval of Related Party Transactions

        The Company has a Code of Business Conduct and Ethics for all employees and Trustees and a Code of Ethics for Financial Officers. These codes of ethics documents are available in the investor relations section of the Company's Internet website in the subsection entitled "Corporate Governance." The Company's Internet website address is www.copt.com. We intend to make available on our Internet website any future amendments or waivers to our Code of Business Conduct and Ethics and Code of Ethics for Financial Officers within four business days after any such amendments or waivers. In addition, shareholders may request a copy of these codes of ethics documents, free of charge, by making this request in writing to the Vice President and Treasurer, at ir@copt.com or at our mailing address.

        Our Code of Business Conduct and Ethics mandates that the Audit Committee must review and approve any "related party transaction," as defined by relevant SEC rules (generally, transactions involving amounts exceeding $120,000 in which a related person has a direct or indirect material interest). In considering the transaction, the Audit Committee will consider all relevant factors, including, among others, our business rationale for entering into the transaction, any potential alternatives to entering into the transaction, whether the transaction is on terms that would be comparable to those available to third parties and the overall fairness of the transaction to the Company.

        In general, either management or the affected Trustee or executive officer will bring the matter to the attention of either the chairman of the Audit Committee or our Senior Vice President, Secretary and General Counsel. If a member of the Audit Committee is involved in the transaction, he will be recused from all discussions and decisions about the transaction. The transaction must be approved in

54


advance whenever practicable, and if not practicable, must be ratified as promptly as practicable. We earned fees from unconsolidated joint ventures totaling approximately $458,000 in 2007 for property management, construction and leasing services performed.


Annual Report on Form 10-K

        We will provide without charge to each person solicited by this proxy statement a copy of our Annual Report on Form 10-K for the year ended December 31, 2007 as filed with the Securities and Exchange Commission. You must make this request in writing to our Vice President and Treasurer, at ir@copt.com or at our mailing address set forth on the first page of this proxy statement.

55


Annex A


Text of Amendment to Article V, Section 5.2 of our Amended and Restated Declaration of Trust

        Article V, Section 5.2 of our Amended and Restated Declaration of Trust shall be amended and replaced in its entirety by the following:

        "Section 5.2    NUMBER AND CLASS.    The number of Trustees (hereinafter the "Trustees") is nine (9), which number may be increased or decreased pursuant to the Bylaws of the Trust. The Trustees shall be elected at each annual meeting of shareholders in the manner provided in the Bylaws or, in order to fill any vacancy on the Board of Trustees, in the manner provided in the Bylaws. It shall not be necessary to list in the Declaration of Trust the names and addresses of any Trustees."

A-1


Annex B


CORPORATE OFFICE PROPERTIES TRUST

2008 OMNIBUS EQUITY AND INCENTIVE PLAN

SECTION 1.    GENERAL PURPOSE OF THE PLAN; DEFINITIONS    

        The name of the plan is the Corporate Office Properties Trust 2008 Omnibus Equity and Incentive Plan (the "Plan"). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Trustees and other key persons (including consultants and prospective employees) of Corporate Office Properties Trust (the "Company") and its Subsidiaries upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company's welfare will assure a closer identification of their interests with those of the Company and its shareholders, thereby stimulating their efforts on the Company's behalf and strengthening their desire to remain with the Company.

        The following terms shall be defined as set forth below:

        "Act" means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

        "Administrator" means either the Board or the compensation committee of the Board or a similar committee performing the functions of the compensation committee and which is comprised of not less than two Non-Employee Trustees who are independent.

        "Award" or "Awards," except where referring to a particular category of grant under the Plan, shall include Incentive Options, Non-Qualified Options, Share Appreciation Rights, Deferred Share Awards, Restricted Share Awards, Unrestricted Share Awards, Cash-Based Awards, Performance Share Awards, Dividend Equivalent Rights, Units and other equity-based Awards as contemplated herein.

        "Award Agreement" means a written or electronic agreement setting forth the terms and provisions applicable to an Award granted under the Plan. Each Award Agreement is subject to the terms and conditions of the Plan.

        "Board" means the Board of Trustees of the Company.

        "Cash-Based Award" means an Award entitling the recipient to receive a cash-denominated payment.

        "Code" means the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.

        "Covered Employee" means an employee who is a "Covered Employee" within the meaning of Section 162(m) of the Code.

        "Deferred Share Award" means an Award of phantom units to a grantee.

        "Dividend Equivalent Right" means an Award entitling the grantee to receive credits based on cash dividends that would have been paid on the Shares specified in the Dividend Equivalent Right (or other award to which it relates) if such Shares had been issued to and held by the grantee.

        "Effective Date" means the date on which the Plan is approved by shareholders as set forth in Section 22.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

B-1

        "Fair Market Value" of the Shares on any given date means the fair market value of the Shares determined in good faith by the Administrator; provided, however, that if the Shares are listed on the New York Share Exchange ("NYSE") or another national securities exchange, the determination shall be made by reference to market quotations. If there are no market quotations for such date, the determination shall be made by reference to the last date preceding such date for which there are market quotations.

        "Family-Member" of a grantee means a grantee's child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the grantee's household (other than a tenant of the grantee), a trust in which these persons (or the grantee) have more than 50 percent of the beneficial interest, a foundation in which these persons (or the grantee) control the management of assets, and any other entity in which these persons (or the grantee) own more than 50 percent of the voting interests.

        "Full-Value Award" means Deferred Share Awards, Restricted Share Awards, Unrestricted Share Awards, Performance Share Awards and any other Award that delivers the full value of the underlying Shares.

        "Incentive Option" means any Option designated and qualified as an "incentive stock option" as defined in Section 422 of the Code.

        "Non-Employee Trustee" means a member of the Board who is not an employee of the Company or any Subsidiary, provided, however, "Non-Employee Trustees" may serve as consultants to the Company or a Subsidiary.

        "Non-Qualified Option" means any Option that is not an Incentive Option.

        "Operating Partnership" means Corporate Office Properties, L.P., a Delaware limited partnership.

        "Option" means any option to purchase Shares granted pursuant to Section 5.

        "Performance-Based Award" means any Restricted Share Award, Deferred Share Award, Performance Share Award, Units or Cash-Based Award granted to a Covered Employee that is intended to qualify as "performance-based compensation" under Section 162(m) of the Code and the regulations promulgated thereunder.

        "Performance Criteria" means the criteria that the Administrator selects for purposes of establishing the Performance Goal or Performance Goals for an individual for a Performance Cycle. The Performance Criteria (which shall be applicable to the organizational level specified by the Administrator, including, but not limited to, the Company or a unit, division, group, or Subsidiary of the Company) that will be used to establish Performance Goals are limited to one or more of the following: earnings before interest, taxes, depreciation and amortization, net income (loss) (either before or after interest, taxes, depreciation and/or amortization), changes in the market price of the Shares, economic value-added, funds from operations or similar measure, sales or revenue, acquisitions or strategic transactions, operating income (loss), cash flow (including, but not limited to, operating cash flow and free cash flow), return on capital, assets, equity, or investment, shareholder returns, return on sales, gross or net profit levels, productivity, expense, margins, operating efficiency, customer satisfaction, working capital, earnings (loss) per share, rent growth, objectively determinable expense management, capital deployment, development milestones, sales or market shares and number of customers, any of which may be measured either in absolute terms, or on a per share basis as compared to any incremental increase or as compared to results of a peer group.

        "Performance Cycle" means one or more periods of time, which may be of varying and overlapping durations, as the Administrator may select, over which the attainment of one or more Performance

B-2


Criteria will be measured for the purpose of determining a grantee's right to and the payment of a Performance-Based Award.

        "Performance Goals" means, for a Performance Cycle, the specific goals established in writing by the Administrator for a Performance Cycle based upon the Performance Criteria.

        "Performance Share Award" means an Award entitling the recipient to acquire Shares upon the attainment of specified Performance Goals.

        "Restricted Share Award" means an Award entitling the recipient to a grant of Shares subject to such restrictions and conditions as the Administrator may determine at the time of grant.

        "Sale Event" shall mean (i) the consummation of the acquisition by any person, (as such term is defined in Section 13(d) or 14(d) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the combined voting power embodied in the then outstanding voting securities of the Company; or (ii) approval by the shareholders of the Company of: (a) a merger or consolidation of the Company, if the shareholders of the Company immediately before such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities of the entity resulting from such merger or consolidation in substantially the same proportion as was represented by their ownership of the combined voting power of the voting securities of the Company outstanding immediately before such merger or consolidation; or (b) a complete or substantial liquidation or dissolution, or an agreement for the sale or other disposition, of all or substantially all of the assets of the Company.

        "Sale Price" means the value as determined by the Administrator, consistent with the terms of the applicable Sale Event, of the consideration payable, or otherwise to be received by shareholders, per Share pursuant to a Sale Event.

        "Section 409A" means Section 409A of the Code and the regulations and other guidance promulgated thereunder.

        "Shares" means the common shares of beneficial interest, $.01 par value per share of the Company, subject to adjustments pursuant to Section 3.

        "Share Appreciation Right" means an Award entitling the recipient to receive Shares having a value equal to the excess of the Fair Market Value of the Shares on the date of exercise over the exercise price of the Share Appreciation Right multiplied by the number of Shares with respect to which the Share Appreciation Right shall have been exercised.

        "Subsidiary" means any corporation or other entity (other than the Company) in which the Company has at least a 50 percent interest, either directly or indirectly.

        "Ten Percent Owner" means an employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10 percent of the combined voting power of all classes of shares of beneficial interest in the Company or any parent or subsidiary corporation.

        "Units" means units of partnership interest, including one or more classes of profit interests in the Operating Partnership.

        "Unrestricted Share Award" means an Award of Shares free of any restrictions.

B-3

SECTION 2.    ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS    

B-4

SECTION 3.    SHARES ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION    

B-5

B-6

SECTION 4.    ELIGIBILITY    

        Grantees under the Plan will be such full or part-time officers or other employees, Non-Employee Trustees and key persons (including consultants and prospective employees) of the Company and its Subsidiaries as are selected from time to time by the Administrator in its sole discretion (the "Eligible Grantees").

SECTION 5.    OPTIONS    

        Any Option granted under the Plan shall be in such form as the Administrator may from time to time approve.

        Options granted under the Plan may be either Incentive Options or Non-Qualified Options. Incentive Options may be granted only to employees of the Company or any Subsidiary that is a "subsidiary corporation" within the meaning of Section 424(f) of the Code. To the extent that any Option does not qualify as an Incentive Option, it shall be deemed a Non-Qualified Option.

B-7

B-8

SECTION 6.    SHARE APPRECIATION RIGHTS    

SECTION 7.    RESTRICTED SHARE AWARDS    

B-9

SECTION 8.    DEFERRED SHARE AWARDS    

B-10

SECTION 9.    UNRESTRICTED SHARE AWARDS    

        The Administrator may, in its sole discretion, grant (or sell at par value or such higher purchase price determined by the Administrator) an Unrestricted Share Award under the Plan. Unrestricted Share Awards may be granted in respect of past services or other valid consideration, or in lieu of cash compensation due to such grantee.

SECTION 10.    CASH-BASED AWARDS    

        The Administrator may, in its sole discretion, grant Cash-Based Awards to any grantee in such number or amount and upon such terms, and subject to such conditions, as the Administrator shall determine at the time of grant. The Administrator shall determine the maximum duration of the Cash-Based Award, the amount of cash to which the Cash-Based Award pertains, the conditions upon which the Cash-Based Award shall become vested or payable, and such other provisions as the Administrator shall determine. Each Cash-Based Award shall specify a cash-denominated payment amount, formula or payment ranges as determined by the Administrator. Payment, if any, with respect to a Cash-Based Award shall be made in accordance with the terms of the Award and may be made in cash or in Shares as the Administrator determines.

SECTION 11.    PERFORMANCE SHARE AWARDS    

B-11

SECTION 12.    PERFORMANCE-BASED AWARDS TO COVERED EMPLOYEES    

B-12

SECTION 13.    DIVIDEND EQUIVALENT RIGHTS    

SECTION 14.    OTHER EQUITY-BASED AWARDS    

        The Administrator shall have the right to grant Units or any other membership or ownership interests (which may be expressed as units or otherwise) in a Subsidiary (or other affiliate of the Company), with any Shares being issued in connection with the conversion of (or other distribution on account of) an interest granted under the authority of Section 14 to be subject to Section 3 and the other provisions of the Plan.

SECTION 15.    TRANSFERABILITY OF AWARDS    

B-13

        SECTION 16.    TAX WITHHOLDING    

SECTION 17.    SECTION 409A AWARDS.    

        To the extent that any Award is determined to constitute "nonqualified deferred compensation" within the meaning of Section 409A (a "409A Award"), the Award shall be subject to such additional rules and requirements as specified by the Administrator from time to time in order to comply with Section 409A. In this regard, if any amount under a 409A Award is payable upon a "separation from service" (within the meaning of Section 409A) to a grantee who is then considered a "specified employee" (within the meaning of Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) six months and one day after the grantee's separation from service, or (ii) the grantee's death, but only to the extent such delay is necessary to prevent such payment from being subject to interest, penalties and/or additional tax imposed pursuant to Section 409A. Further, the settlement of any such Award may not be accelerated except to the extent permitted by Section 409A.

SECTION 18.    TRANSFER, LEAVE OF ABSENCE, ETC.    

        For purposes of the Plan, the following events shall not be deemed a termination of employment (or service relationship):

        (a)    a transfer to the employment of the Company from a Subsidiary or from the Company to a Subsidiary, or from one Subsidiary to another;

        (b)    an approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if the employee's right to re-employment is guaranteed either by a statute

B-14


or by contract or under the policy pursuant to which the leave of absence was granted or if the Administrator otherwise so provides in writing; or

        (c)    any other change in the grantee's employment or service relationship as determined by the Administrator, in its sole discretion, including without limitation, a change from employee to consultant.

SECTION 19.    AMENDMENTS AND TERMINATION    

        The Board may, at any time, amend or discontinue the Plan and the Administrator may, at any time, amend or cancel any outstanding Award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding Award without the holder's consent. Except as provided in Section 3(c) or 3(d), in no event may the Administrator exercise its discretion to reduce the exercise price of outstanding Options or Share Appreciation Rights or effect repricing through cancellation and re-grants. To the extent required under the rules of any securities exchange or market system on which the Shares are listed, to the extent determined by the Administrator to be required by the Code to ensure that Incentive Options granted under the Plan are qualified under Section 422 of the Code, or to ensure that compensation earned under Awards qualifies as performance-based compensation under Section 162(m) of the Code, Plan amendments shall be subject to approval by the Company shareholders entitled to vote at a meeting of shareholders. Nothing in this Section 19 shall limit the Administrator's authority to take any action permitted pursuant to Section 3(d).

SECTION 20.    STATUS OF PLAN    

        With respect to the portion of any Award that has not been exercised and any payments in cash, Shares or other consideration not received by a grantee, a grantee shall have no rights greater than those of a general creditor of the Company unless the Administrator shall otherwise expressly determine in connection with any Award or Awards. In its sole discretion, the Administrator may authorize the creation of trusts or other arrangements to meet the Company's obligations to deliver Shares or make payments with respect to Awards hereunder, provided that the existence of such trusts or other arrangements is consistent with the foregoing sentence.

SECTION 21.    GENERAL PROVISIONS    

B-15

SECTION 22.    EFFECTIVE DATE OF PLAN    

        This Plan shall become effective upon approval by the holders of a majority of the votes cast at a meeting of shareholders at which a quorum is present. No grants of Options and other Awards may be made hereunder after the tenth anniversary of the Effective Date, provided, however, no grants of Incentive Options may be made hereunder after the tenth anniversary of the date the Plan is approved by the Board.

SECTION 23.    GOVERNING LAW    

        This Plan and all Awards and actions taken thereunder shall be governed by, and construed in accordance with, the laws of the State of Maryland, applied without regard to conflict of law principles.

        DATE APPROVED BY BOARD OF TRUSTEES: April 2, 2008

        DATE APPROVED BY SHAREHOLDERS:

B-16

CORPORATE OFFICE PROPERTIES TRUST

 

ANNUAL MEETING OF SHAREHOLDERS

 

Thursday, May 22, 2008

9:30 a.m.

 

Corporate Office Properties Trust

6711 Columbia Gateway Drive

Suite 300

Columbia, Maryland 21046

 

 

 

·

From 95 South: Take 95 South to exit 41B (MD-175 W). Take the Columbia Gateway Drive ramp and turn onto Columbia Gateway Drive. At second traffic light, make left to 6711 Columbia Gateway Drive.

GRAPHIC

 

 

·

From 95 North: Take 95 North to exit 41 B (MD-175W). Take the Columbia Gateway Drive ramp and turn onto Columbia Gateway Drive. At second traffic light, make left to 6711 Columbia Gateway Drive.

 

 

·

From Baltimore-Washington International Airport: Take I 95 West and merge into 95 South via exit 4B. Exit to MD-175W via exit 41B. Take the Columbia Gateway Drive ramp and turn onto Columbia Gateway Drive. At second traffic light, make left to 6711 Columbia Gateway Drive.

 

 

 







Corporate Office Properties Trust
6711 Columbia Gateway Drive, Suite 300
Columbia, MD 21046-2104

 

proxy

 

This proxy is solicited by the Board of Trustees for use at the Annual Meeting on May 22, 2008.

 

The common shares you hold in your account or in a dividend reinvestment account will be voted as you specify on the reverse side.

 

If no choice is specified, the proxy will be voted “FOR” Items 1, 2, 3 and 4.

 

By signing the proxy, you revoke all prior proxies and appoint Randall M. Griffin and Roger A. Waesche, Jr., and each of them acting in the absence of the other, with full power of substitution, to vote your shares on the matters shown on the reverse side and any other matters which may come before the Annual Meeting and all adjournments.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See reverse for voting instructions

 

 


 

 

 

COMPANY#

914

 

 

1001999

 

There are three ways to vote your Proxy

 

Your telephone or Internet vote authorizes the Named Proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.

 

VOTE BY TELEPHONE — TOLL FREE — 1-800-560-1965 — QUICK *** EASY *** IMMEDIATE

 

·                  Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a week, until 12:00 p.m. (CT) on May 21, 2008.

·                  Please have your proxy card and the last four digits of your Social Security Number or Tax Identification Number available. Follow the simple instructions the voice provides you.

 

VOTE BY INTERNET — http://www.eproxy.com/ofc/ — QUICK *** EASY *** IMMEDIATE

 

·                  Use the Internet to vote your proxy 24 hours a day, 7 days a week, until 12:00 p.m. (CT) on May 21, 2008.

·                  Please have your proxy card and the last four digits of your Social Security Number or Tax Identification Number available. Follow the simple instructions to obtain your records and create an electronic ballot.

 

VOTE BY MAIL

 

Mark, sign and date your proxy card and return it in the enclosed postage-paid envelope or return it to Corporate Office Properties Trust, c/o Shareowner ServicesSM, P.O. Box 64873, St. Paul, MN 55164-0873.

 

If you vote by telephone or Internet, please do not mail your Proxy Card.

 

 

V

 Please detach here

V

 

 

The Board of Trustees Recommends a Vote FOR Items 1, 2, 3 and 4.

 

1. Election of Trustees:

01. Robert L. Denton

 

o

Vote FOR

o

Vote WITHHELD

 

02. Randall M. Griffin

 

 

the nominees

 

from the nominees

 

 

(except as marked)

 

 

 

 

(Instructions: To withhold authority to vote for any indicated nominee,
write the number(s) of the nominee(s) in the box provided to the right.)

 

 

2.

Elimination of the classification of our Board of Trustees.

o  For

o  Against

o  Abstain

 

3.

Adoption of the 2008 Omnibus Equity and Incentive Plan:

o  For

o  Against

o  Abstain

 

4.

Ratification of the Appointment of Independent Registered Public Accounting Firm:

o  For

o  Against

o  Abstain

 

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL.

 

 

Address Change? Mark Box  o

 

Indicate changes below:

Date

 

 

 

 

 

 

 

 

 

 

 

 

Signature(s) in Box

 

Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the proxy.