AMENDMENT NO. 2
FIRST POTOMAC REALTY TRUST
2009 EQUITY COMPENSATION PLAN
(Proposed amendment approved by the Board of Trustees on March 30, 2011)
WHEREAS, the First Potomac Realty Trust 2009 Equity Compensation Plan (the 2009 Plan) was
approved by shareholders on May 21, 2009;
WHEREAS, Amendment No. 1 to the 2009 Plan was approved by shareholders on May 20, 2010;
WHEREAS, the Board believes that the availability of Stock Award incentives under the 2009
Plan is important to the Companys ability to attract and retain highly qualified, experienced
employees, to implement the Companys business plan and to further align employees interests with
those of the Companys shareholders;
WHEREAS, the Board wishes to amend the 2009 Plan (the Amendment No. 2) in order to increase
the aggregate number of shares reserved for issuance in order to provide appropriate incentives to
present and future employees.
NOW, THEREFORE, the 2009 Plan is amended as follows:
1. Sections 5.02 of the 2009 Plan, as amended, is hereby deleted in its entirety and replaced
in its stead with the following new Section 5.02:
5.02. Aggregate Limit
The maximum aggregate number of Common Shares that may be issued under this Plan pursuant to
the exercise of SARs and Options and the grant of Share Awards and Equity Awards and the settlement
of Performance Units is 7,400,000 shares. The maximum aggregate number of Common Shares that may be
issued under this Plan shall be subject to adjustment as provided in Article XII.
In determining the number of Common Shares that are available for grant under this Plan,
Common Shares covered by an award shall be counted as used as of the date of grant. After May 19,
2010, any Common Shares that are subject to awards of Options shall be counted against the limit
set forth in this Section 5.02 as one (1) Common Share for every one (1) Common Share subject to an
Award of Options. With respect to SARs, the number of Common Shares subject to an award of SARs
will be counted against the aggregate number of Common Shares available for issuance under the Plan
as one (1) Common Share for every one (1) Common Share subject to the Award of SARs regardless of
the number of Common Shares actually issued to settle the SAR upon exercise. Any Common Shares that
are subject to Awards other than Options or SARs shall be counted against the limit set forth in
this Section 5.02 as 3.44 Common Shares for every one (1) Common Share granted.
2. Except to the extent hereby amended and amended by Amendment No. 1, the 2009 Plan remains
unchanged and shall continue in full force and effect.
3. The effective date of this Amendment is May 19, 2011.