FEDERAL REALTY INVESTMENT TRUST
RESTRICTED SHARE AWARD AGREEMENT
This Restricted Share Award Agreement (this "Agreement") is made as of January 1, 1998 between Federal
Realty Investment Trust, an unincorporated business trust organized under the laws of the District of Columbia
(the "Trust"), and Ron D. Kaplan, an individual employee of the Trust (the "Key Employee").
WHEREAS, the Compensation Committee of the Board of Trustees of the Trust (the "Board of Trustees") has
authorized the award by the Trust to the Key Employee of a Restricted Share Award for a certain number of
shares of beneficial interest, no par value of the Trust (the "Shares");
WHEREAS, this Restricted Share Award is not made under the Trust's Amended and Restated 1993 Long-
Term Incentive Plan (the "Amended Plan"); and
WHEREAS, the parties hereto desire to set forth in this Agreement their respective rights and obligations with
respect to such Shares;
NOW, THEREFORE, in consideration of the foregoing, the mutual promises herein contained and other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound hereby, agree as follows:
1. Award of Restricted Shares.
1.1. The Trust hereby grants to the Key Employee, as of January 1, 1998 (the "Award Date"), twelve thousand
five hundred (12,500) Shares (the "Restricted Shares"), subject to the restrictions and other terms and conditions
set forth herein.
1.2. On or as soon as practicable after the Award 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 a stop-transfer order and such other restrictions as the Board of Trustees or any
committee thereof may deem advisable under the rules, regulations, and other requirements of the Securities and
Exchange Commission, any stock exchange upon which the Shares are listed and any