SPLIT-DOLLAR LIFE INSURANCE AGREEMENT
THIS SPLIT-DOLLAR LIFE INSURANCE AGREEMENT (this "Agreement") is made, entered into and
effective for all purposes this 7th day of June, 1998, by and between (i) FEDERAL REALTY INVESTMENT
TRUST, an unincorporated Business Trust organized under the laws of the District of Columbia ("FRIT"), (ii)
THE GUTTMAN FAMILY 1998 TRUST, a trust organized under the laws of the State of Maryland (the
"Trust") acting by and through its Trustees, Ron Kaplan, Evan Novenstein and Robert Tanenbaum (collectively,
the "Trustee"), and (iii) STEVEN J. GUTTMAN ("Executive").
WHEREAS, Executive is the President and Chief Executive Officer of FRIT and FRIT desires to provide life
insurance protection for the Executive's family under certain circumstances, as described herein;
WHEREAS, Executive and FRIT have entered or intend to enter into agreements related to employment and
severance, as amended (the "Employment Agreement"), whereby certain events described herein are more fully
WHEREAS, the parties hereto desire to split the ownership rights, premiums and cash surrender value with
respect to a certain life insurance policy, subject to the terms and conditions more specifically set forth herein.
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises hereinafter set forth and of other
good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the
parties hereto, intending legally to be bound, do hereby agree as follows.
1. Description of Policy. The life insurance policy described in and subject to the terms of this Agreement is that
certain life insurance policy No.______ (the "Policy") issued by Massachusetts Mutual Life Insurance Company
(the "Insurer") insuring the Executive.
2. Ownership of Policy. Except as otherwise provided in this Agreement, the Trust shall be the sole and absolute
owner of the Policy, and shall retain all rights and privileges of ownership with respe