AMENDED AND RESTATED SEVERANCE AGREEMENT
THIS AMENDED AND RESTATED SEVERANCE AGREEMENT ("Amended and Restated Severance
Agreement"), made and entered into as of this 6th day of March, 1998 by and between FEDERAL REALTY
INVESTMENT TRUST, an unincorporated business trust organized under the laws of the District of Columbia
("Employer"), and Ron D. Kaplan ("Employee").
WHEREAS, Employee and Employer entered into a Severance Agreement ("Severance Agreement") dated as
of December 31, 1994; and
WHEREAS, Employee and Employer wish to amend and restate that Severance Agreement as set forth herein;
NOW THEREFORE, in consideration of the foregoing, of the mutual promises herein contained and of other
good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be
legally bound hereby, agree to amend and restate the Severance Agreement as follows:
1. Termination of Severance Agreement. As of the date first written above, the Severance Agreement shall be
null and void and of no further force or effect.
2. Effective Date of Amended and Restated Severance Agreement. This Amended and Restated Severance
Agreement shall be effective as of the date first written above and shall continue and remain in full force and effect
until terminated by the parties in writing.
3. Termination Without Cause. In the event that Employee's employment with Employer is terminated under any
of the circumstances in Sections 3(a) or 3(b), Employee will be deemed to have been Terminated Without Cause
and shall receive payments and benefits as described in this Section 3; provided, however, in the event
Employee's employment with Employer is terminated pursuant to Section 3(b)(iii), Employee shall receive such
payments and benefits as are set forth in the Executive Agreement between Employee and Employer in effect
from time to time ("Executive Agreement") in lieu of the payments and benefits under this Section 3:
(a) by Employer other than with Cause (as "