FEDERAL REALTY INVESTMENT TRUST
RESTRICTED SHARE AWARD AGREEMENT
(Award under the Federal Realty Investment Trust
Amended and Restated 2003 Long Term Incentive Award Program)
February 17, 2009
The parties to this Restricted Share Award Agreement (this “Agreement”) are Federal Realty Investment Trust, a Maryland real
estate investment trust (the “Trust”), and Andrew P. Blocher , an individual employee of the Trust (the “Key Employee”)
The Board of Trustees of the Trust (the “Board of Trustees”) has authorized the award by the Trust to the Key Employee,
under the Trust’s 2001 Long-Term Incentive Plan (the “Plan”) of a Restricted Share Award for a certain number of shares of
beneficial interest of the Trust (the “Shares”), subject to certain restrictions and covenants on the part of Key Employee. The
parties hereto desire to set forth in this Agreement their respective rights and obligations with respect to such Shares.
Capitalized terms used in this Agreement, unless otherwise defined herein, have the respective meanings given to such
terms in the Plan. The terms of the Plan are incorporated by reference as if set forth herein in their entirety. To the extent this
Restricted Share Award Agreement is in any way inconsistent with the Plan, the terms and provisions of the Plan shall prevail.
In consideration of the covenants set forth in this Agreement, and intending to be legally bound hereby, the parties hereto
agree as follows:
(a) The Trust hereby confirms the grant to the Key Employee, as of February 17, 2009 (the “Grant Date”), of Sixteen
Thousand Ninety-Nine (16,099) Shares (the “Restricted Shares”), subject to the restrictions and other terms and conditions set
forth herein and in the Plan.
(b) On or as soon as practicable after the Grant Date, the Trust shall cause one or more stock certificates representing
the Restricted Shares to be registered in the name of the Key Employee. Such stock certificate or certificates shall be subject to
such stop-transfer ord