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.          )

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

        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:

•

Eliminate the classification of our Board of Trustees;



•

Adopt the 2008 Omnibus Equity and Incentive Plan; and



•

Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current fiscal year.

        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.

		Randall M. Griffin President and Chief Executive Officer

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

                                    , 2008

Notice of Annual Meeting of Shareholders

        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:

1.

Elect two Class I Trustees;



2.

Eliminate the classification of our Board of Trustees;



3.

Adopt the 2008 Omnibus Equity and Incentive Plan;



4.

Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current fiscal year; and



5.

Transact any other business properly brought before the Annual Meeting.

        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,
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                 , 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

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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                 , 2008.

What will shareholders be voting on at the Annual Meeting?

1.

The election of two Class I Trustees.



2.

The elimination of the classification of our Board of Trustees.



3.

The adoption of the 2008 Omnibus Equity and Incentive Plan.



4.

The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current fiscal year.



5.

Any other business that properly comes before the Annual Meeting for a vote.

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 47,641,517 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:

1.

By telephone.    To vote by telephone, call the toll free number listed on your proxy card. You will need to follow the instructions on your proxy card and the prompts from the telephone voting system.



2.

By Internet.    To vote using the Internet, go to the website listed on your proxy card. You will need to follow the instructions on your proxy card and the website.



3.

By mail.    To vote by mail, simply mark, sign and date the enclosed proxy card and return it in the postage-paid envelope provided.

        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.

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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:

•

"FOR" each of the nominees for Trustee listed in Proposal 1;



•

"FOR" the elimination of the classification of our Board of Trustees;



•

"FOR" the adoption of the 2008 Omnibus Equity and Incentive Plan; and



•

"FOR" the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current fiscal year.

        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:

•

Notifying our Senior Vice President, General Counsel and Secretary, Karen M. Singer, in writing at our mailing address set forth on the first page of this proxy statement, that you are revoking your proxy;



•

Executing a later dated proxy card; or



•

Attending and voting by ballot at the Annual Meeting.

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 47,641,517 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:

•

you may abstain and your abstention will have the same effect as a vote against the elimination of the classification of our Board of Trustees; and

3

•

we believe that if you hold your shares through a broker in "street" name and you do not give instructions to your broker to vote your shares with respect to the elimination of the classification of our Board of Trustees, your broker will not vote your shares with respect to the elimination of the classification of our Board of Trustees. Because, as discussed below, 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 to eliminate the classification of our Board of Trustees, your broker's failure to vote your shares will have the same effect as a vote against this proposal.

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

•

you may abstain and your abstention will have the same effect as a vote against adoption of the plan as it will be considered a vote cast on this proposal; and



•

we believe that if you hold your shares through a broker in "street" name and you do not give instructions to your broker to vote your shares with respect to adoption of the plan, your broker will not vote your shares with respect to adoption of the plan. Your broker's failure to vote your shares in this instance will have no effect on the vote because broker non-votes are not considered votes cast, but it will affect our ability to satisfy the separate requirement that the total number of votes cast on this proposal represent more than 50% of all of the shares entitled to vote on this proposal.

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

•

you may abstain and your abstention will have no effect on the outcome of the vote; and



•

because this is a "routine matter" as defined by the rules of the New York Stock Exchange, we believe that if you hold your shares through a broker in "street" name and you do not give instructions to your broker to vote your shares with respect to ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current fiscal year, your broker may nevertheless vote your shares with respect to this proposal. Even if your broker does not do so, your broker's failure to vote your shares will have no effect on the outcome of the vote, as no vote will have been cast with respect to your shares.

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             , 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?

        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.

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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?

•

Employee Trustees receive no compensation, other than their normal salary, for serving on the Board of Trustees or its committees.



•

Non-employee Trustees receive the following:



•

Fees set forth below:

•

Reimbursement for out-of-pocket expenses, such as travel and lodging costs incurred in connection with meeting attendance; and



•

Annual grants of options to purchase 5,000 common shares with an exercise price equal to the fair market value of the common shares on the date of grant. These options are exercisable beginning one year from the date of grant and expire ten years after the date of grant.

        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.

(1)

This column reports the amount of cash compensation earned in 2007 for Board and committee service.

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(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:

•

The Audit Committee oversees the following:



•

the integrity of the Company's financial statements and other financial information provided by the Company to its shareholders and the investment community;



•

the Company's compliance with legal and regulatory requirements and ethical behavior;



•

the retention of the Company's independent registered public accounting firm, including oversight of their performance, qualifications and independence, and approval of audit and non-audit services; and



•

the Company's accounting and financial reporting processes, internal control systems and internal audit function.

The Committee also provides an avenue for communication among the Company's independent registered public accounting firm, internal auditors, management and the Board of Trustees. All members are independent non-employee Trustees. The practices of the Audit Committee are outlined in the Committee's charter, which is available in the investor relations section of our Internet website in the subsection entitled "Corporate Governance." The Committee's charter is also available in print to any shareholder upon request. To the extent modifications are made to the Committee's charter, such modifications will be reflected on our Internet website.

•

The Nominating and Corporate Governance Committee serves the following purposes:



•

recommends to the Board of Trustees the structure and operations of the Board of Trustees;



•

identifies individuals qualified to serve as Trustees and recommends that the Board of Trustees select the Trustee nominees identified by the Committee for election at the next annual meeting of shareholders;



•

recommends to the Board of Trustees the responsibilities of each Board of Trustees committee, the structure and operation of each committee and the Trustee nominees for assignment to each committee;



•

oversees the Board of Trustees' annual evaluation of its performance and the performance of other Board committees; and

11

•

develops and recommends to the Board of Trustees for adoption a set of Corporate Governance Guidelines applicable to the Company and periodically reviews the same.

All members are independent, non-employee Trustees. The practices of the Nominating and Corporate Governance Committee are outlined in the Committee's charter, which is available in the investor relations section of our Internet website in the subsection entitled "Corporate Governance." The Committee's charter is also available in print to any shareholder upon request. To the extent modifications are made to the Committee's charter, such modifications will be reflected on our Internet website.

•

The Investment Committee approves all of our investments, acquisitions, dispositions and borrowings that are individually in excess of $5.0 million, or are in the aggregate in excess of $25.0 million in any one calendar year. Investments of greater than $50 million must also be approved by the full Board of Trustees.



•

The Compensation Committee administers executive compensation programs, policies and practices. The Compensation Committee also recommends executive compensation to the Board of Trustees and administers our executive incentive plans. All members are independent non-employee Trustees. The practices of the Compensation Committee are outlined in the Committee's charter, which is available in the investor relations section of our Internet website in the subsection entitled "Corporate Governance." The Committee's charter is also available in print to any shareholder upon request. To the extent modifications are made to the Committee's charter, such modifications will be reflected on our Internet website.

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

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.

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

12

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:

The Committee considers nominees recommended by the Company's common shareholders using the same criteria it employs in identifying its own nominees. Any shareholder wishing to make a recommendation should send the following information to the Chairman of the Nominating and Corporate Governance Committee, care of Karen M. Singer, Senior Vice President, General Counsel and Secretary, at our mailing address set forth on the first page of this proxy statement, no later than the date that is 120 days prior to the one-year anniversary of the date of the mailing of the Company's proxy statement for its most recent annual meeting of shareholders:

•

the name of the candidate and the information about the individual that would be required to be included in a proxy statement under the rules of the Securities and Exchange Commission;



•

information about the relationship between the candidate and the nominating shareholder;



•

the consent of the candidate to serve as a Trustee;



•

proof of the number of shares of the Company's common shares that the nominating shareholder owns and the length of time the shares have been owned; and



•

a separate statement of the candidate's qualifications relating to the Board of Trustees' membership criteria.

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 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.

13

        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.

*

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:

Role of the Compensation Committee of the Board of Trustees

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

•

to periodically review and, based on such review, recommend to the Board of Trustees our compensation philosophy and the adequacy of compensation plans and programs for executives;



•

to recommend to the Board of Trustees compensation arrangements and incentive goals for executives and to administer compensation plans and programs;



•

to review the performance of executives and recommend for approval to the Board of Trustees incentive compensation and compensation arrangements, as appropriate based upon performance;



•

to recommend to the Board of Trustees compensation arrangements for members of the Board of Trustees;

18

•

to review and monitor management development and succession plans and activities; and



•

to review and discuss the section of this proxy statement entitled "Compensation Discussion and Analysis" prepared by management and determine whether to recommend it to the Board of Trustees for inclusion in this annual proxy statement.

        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:

•

establish a plan that attracts, retains and motivates executives through compensation that is competitive with compensation for executive officers providing comparable services at comparable companies, which we refer to as the competitive compensation objective;



•

link a portion of executive compensation with the achievement of the Company's business plan by using measurements of the Company's operating results and shareholder return, which we refer to as the performance incentives objective; and



•

build a pay-for-performance structure that encourages and rewards successful initiatives within a team environment, which we refer to as the leadership incentives objective.

        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:

        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:

        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:

•

they focus on both operating results (short-term focus) and creation of shareholder value (long-term focus);



•

they align the interests of the executive to shareholder interests through long-term incentive awards and the use of total shareholder return as a metric;



•

they emphasize leadership and teamwork for long-term Company success, given the current business climate and intense competitive challenges; and



•

they are comparable to the types and mix of executive compensation relative to executives in the peer groups.

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:

•

Mr. Griffin's increased from $570,000 to $600,000, or 5.3%;



•

Mr. Waesche's increased from $425,000 to $450,000, or 5.9%;



•

Mr. Riffee's increased from $340,000 to $370,000, or 8.8%;



•

Mr. Taylor's increased from $311,000 to $340,000, or 9.3%; and



•

Ms. Singer's increased from $255,000 to $280,000, or 9.8%.

        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:

        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:

•

Mr. Waesche had nine business unit objectives consisting of: property operations measures, including asset management objectives (such as net operating income, capital expenditures, occupancy rate and growth in same-office property net operating income); and property management objectives (including customer satisfaction survey results and property operating expense savings). All of his business unit objectives had defined measures set forth for determining his levels of performance. The weightings of these objectives as a percentage of his total business unit objectives ranged from 2.5% to 25%;



•

Mr. Riffee had eight business unit objectives relating to the progress of the Company's finance and information technology departments on certain initiatives. Most of his business unit objectives had defined measures set forth for determining his levels of performance. The weightings of these objectives as a percentage of his total business unit objectives ranged from 10% to 15%;

25

•

Mr. Taylor had 31 business unit objectives that addressed: timeliness and cost effectiveness of construction deliveries; construction starts for designated properties; design and permitting progress on designated properties; and third party fee generation. Most of his business unit objectives had defined measures set forth for determining his levels of performance. The weightings of Mr. Taylor's objectives as a percentage of his total business unit objectives ranged from 2% to 10%; and



•

Ms. Singer had two business unit objectives that collectively addressed the quality, timeliness and accuracy of legal guidance and the legal department's performance associated with major business transactions. Neither of these objectives, which were each weighted at 50% of her total business unit objectives, had defined measures set forth for determining her levels of performance.

        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:

        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:

(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:

•

Common shares subject to forfeiture restrictions ("restricted shares").  The Company periodically issues restricted shares to the executive officers. We believe that the ownership of shares by executives assists in aligning executive interests with those of the Company's shareholders since, through ownership, they benefit from the long-term success of the Company in the same manner as other shareholders. Restricted share grants are typically made upon the achievement of performance criteria, as described further below. Restricted shares have also been granted upon the hiring of new executives. Once granted, restricted shares vest over a defined period of time as the executive remains employed by the Company. Recipients of restricted share grants are entitled to receive dividends on such shares and can cast votes on shareholder matters for such shares prior to share vesting. Restricted shares were the only form of long-term incentive award granted to executive officers in 2007.



•

Options to purchase common shares ("options").  The Company has, in the past, granted executives options, although since 2002 they have been used to a lesser extent than restricted shares and no grants of options were made to our executives in 2006 or 2007. Options vest over a defined period of time as the executive remains employed by the Company.

        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:

•

35% of available award based on the achievement of Company's objectives for total shareholder return, which is calculated based on a combination of total dividend return and growth in common share price during the year;



•

25% of available award based on the achievement of Company's objectives for diluted FFO per share (same objective used for cash annual incentive award);



•

25% of available award based on the achievement of Company's objectives for diluted AFFO per share (same objective used for cash annual incentive award); and



•

15% of available award as a discretionary grant by the Board of Trustees based on the executive's performance.

        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:

        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:

(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:

•

auto allowances;



•

reimbursement for income taxes associated with vesting of restricted shares for certain shares granted prior to 2001;



•

reimbursement for a defined amount of personal financial and tax preparation fees;



•

participation in the Johns Hopkins Executive Wellness Program; and



•

supplemental long-term disability insurance coverage in the case of our Chief Executive Officer and Chief Operating Officer (our Chief Operating Officer has elected not to receive such coverage).

        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:

•

Salary is expensed as incurred.



•

Cash annual incentive awards are recognized over the period to which such awards relate.



•

Option and restricted share grants are recognized over the period during which the employee is required to provide service in exchange for the award (generally the vesting period).

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.

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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 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.

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Summary Compensation Table

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

(1)

The formula-driven portion of the cash annual incentive awards 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 formula-driven awards as compensation 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 formula-driven portion of the cash annual incentive awards 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

(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:

•

Randall M. Griffin is party to an agreement that commenced on April 1, 2005 and expires on June 30, 2010;



•

Roger A. Waesche, Jr. is party to an agreement that commenced on July 1, 2002 and expires on June 30, 2013;



•

Stephen E. Riffee is party to an agreement that commenced on August 14, 2006 and expires on August 13, 2012;



•

Dwight S. Taylor is party to an agreement that commenced on July 1, 2002 and expires on March 31, 2009; and



•

Karen M. Singer is party to an agreement that commenced on September 15, 2005 and expires on September 14, 2010.

        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 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,

34

personal financial planning and income tax preparation provided for under the agreements of the Named Executive Officers are set forth below:

        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."

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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.

(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 the 2007 annual incentive award. The table below sets forth the actual annual incentive award payouts approved by the Board of Trustees on February 28, 2008.

---

(a)

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

36

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 computation provided for under the Plan.

(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.

37

(1)

The forfeiture restrictions on restricted share awards that were unvested at December 31, 2007 lapsed or will lapse on the following dates:

---

(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.

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.

(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.

38

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:

(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: