AMENDMENT TO STOCK OPTION AGREEMENTS This Amendment to Stock Option Agreements ("Amendment") is made and entered into as of the 15/th/ day of August, 2002, by and between FEDERAL REALTY INVESTMENT TRUST, a Maryland real estate investment trust...

                      AMENDMENT TO STOCK OPTION AGREEMENTS

     This Amendment to Stock Option Agreements ("Amendment") is made and entered
into as of the 15/th/ day of August, 2002, by and between FEDERAL REALTY
INVESTMENT TRUST, a Maryland real estate investment trust ("Trust"), and Xxxx X.
Xxxxxx ("Executive").

     WHEREAS, Executive and the Trust have entered into the following stock
option agreements:

     Combined Incentive and Non-Qualified Stock Option Agreement for Employees
     dated April 17, 1998, setting forth the terms of the award of 7,500 options
     at the exercise price of $25.1875, expiring January 26, 2008;

     Combined Incentive and Non-Qualified Stock Option Agreement for Employees
     dated February 22, 1999, setting forth the terms of the award of 10,000
     options at the exercise price of $21.0625, expiring February 22, 2009; and

     Combined Incentive and Non-Qualified Stock Option Agreement for Employees
     dated July 27, 2000, setting forth the terms of the award of 20,000 options
     at the exercise price of $20.9375, expiring July 27, 2010;

(collectively referred to hereinafter as the "Stock Option Agreements"); and

     WHEREAS, Executive is now an executive officer of the Trust, and Executive
and the Trust wish to amend the Stock Option Agreements;

     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, the parties hereto, intending to be
legally bound, agree as follows:

     1.   The Stock Option Agreements are hereby amended as follows:

          1.1  In Section 4, subparagraph (a)(i) is amended by deleting the
               phrase "within three months" and replacing it with the phrase
               "within one year."

          1.2  Section 5 is hereby amended by deleting all references therein to
               payment of the option exercise price in the form of a promissory
               note.

     2.   Capitalized terms used in this Amendment, unless otherwise defined
herein, have the respective meanings given to such terms in the Stock Option
Agreements.



     3.   Except as specifically modified hereby, the Stock Option Agreements
remain in full force and effect, and the Trust and Executive hereby ratify and
reaffirm each and all of the terms and provisions of the Stock Option Agreements
as modified hereby.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment to be
effective as of the day and year indicated above.

                                            FEDERAL REALTY INVESTMENT TRUST

                                            By:_________________________________
                                            Name:
                                            Title:

WITNESS:                                    EXECUTIVE

____________________________________        ____________________________________
                                            Xxxx X. Xxxxxx