AMENDMENT TO SEVERANCE AGREEMENT
with Donald C. Wood
THIS AMENDMENT TO SEVERANCE AGREEMENT (this “Amendment”), effective as of January 1, 2009, by and
between FEDERAL REALTY INVESTMENT TRUST , a Maryland real estate investment trust (“Employer”), and DONALD C.
WOOD (“Employee”), amends that certain Severance Agreement dated as of February 22, 1999, by and between Employer and
Employee (the “Severance Agreement”).
A. Employer, acting through its Board of Trustees, and Employee have determined that it is in the best interest of
Employer and Employee to modify the Severance Agreement to reflect the requirements of the final regulations under
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to amend the
Severance Agreement as follows:
1. Section 1 of the Severance Agreement is hereby amended by inserting in the second line after “Sections 1(a) or (b)”
the following: “that constitute a Separation from Service (as defined herein).”
2. Section 1(b) of the Severance Agreement is hereby amended by deleting the introductory paragraph and replacing it
with the following:
3. Section 1(d) of the Severance Agreement is hereby amended by inserting after the word “salary” at the end of the
first sentence the following: “which amount shall be paid as soon as possible and in any event, within two and one-half (2 1 /
2 ) months following the end of the year in which the Termination Date occurs.” Section 1(d) of the Severance Agreement is
further amended by inserting the following text at the end of the second to last sentence thereof: “, with payment to be made
within 60 days after the Employee’s Termination Date”.
4. Section 1(g) of the Severance Agreement is hereby amended by adding at the end thereof the foll