WITNESSETH

                          AMENDMENT TO PROMISSORY NOTES

THIS AMENDMENT TO PROMISSORY NOTES ("Amendment") made as of May 31, 2002, by and
between FEDERAL REALTY INVESTMENT TRUST ("Payee"), and XXXXXX X. XXXXXXX, an
employee of Payee ("Maker")

                                   WITNESSETH

WHEREAS, in connection with the exercise of employee stock options, Payee has
extended loans to Maker, and Maker has made four promissory notes payable to the
order of Payee, as follows:

     Amended and Restated Promissory Note dated October 21, 1987, in the
     principal amount of $100,007.25;
     Promissory Note dated November 6, 1996, in the principal amount of
$180,937.50; and
     Promissory Note dated December 31, 1992, in the principal amount of
$99,990; (collectively, as such notes may have been amended, the "Early Notes");
and
     Promissory Note dated January 2, 2002, in the principal amount of $205,000
(as such note may have been amended, the "2002 Note");

(the Early Notes and the 2002 Note being collectively referred to hereinafter as
the "Promissory Notes"); the principal amounts of which remain unpaid; and

WHEREAS, the Promissory Notes by their terms are repayable in full by Maker
within a certain amount of time after the termination of Maker's employment with
Payee; and

WHEREAS, the parties desire to amend the Promissory Notes to provide for a fixed
repayment date of May 31, 2007, irrespective of any termination of employment of
Maker;

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises herein
contained and of other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound
hereby, the parties hereby agree as follows:

1.   The second paragraph of each of the Early Notes, and the third paragraph of
the 2002 Note, is hereby amended to read, in its entirety, as follows: "The
entire principal and any accrued interest shall all be due and payable on or
before May 31, 2007."

2.   Except as specifically modified hereby, each of the Promissory Notes
remains in full force and effect, and Maker hereby ratifies and reaffirms each
and all of the terms and provisions of the Promissory Notes as modified hereby.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
date first above written.

WITNESS:                            FEDERAL REALTY INVESTMENT TRUST


____________________________        By:___________________________________
                                    Title:
WITNESS:

____________________________        ______________________________________
                                    Xxxxxx X. Xxxxxxx