<DOCUMENT>
<TYPE>EX-1.1
<SEQUENCE>3
<FILENAME>dex11.txt
<DESCRIPTION>EXHIBIT 1.1
<TEXT>
<PAGE>

                                                                     Exhibit 1.1

                        FEDERAL REALTY INVESTMENT TRUST

                       Common Shares and Preferred Shares
                                _______________

                             Underwriting Agreement
                             ----------------------


                                                            November 19, 2001



MORGAN STANLEY & CO. INCORPORATED
FIRST UNION SECURITIES, INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH
            INCORPORATED
SALOMON SMITH BARNEY INC.
as Representatives of the several Underwriters
  c/o Morgan Stanley & Co. Incorporated
  1585 Broadway
  New York, New York  10036

Ladies and Gentlemen:

     From time to time Federal Realty Investment Trust, a Maryland real estate
investment trust (the "Company"), proposes to enter into one or more Pricing
Agreements (each a "Pricing Agreement") in the form of Annex I hereto, with such
additions and deletions as the parties thereto may determine, and, subject to
the terms and conditions stated herein and therein, to issue and sell to the
firms named in Schedule I to the applicable Pricing Agreement (such firms
constituting the "Underwriters" with respect to such Pricing Agreement and the
securities specified therein) certain of its shares of beneficial interest (the
"Shares") specified in Schedule II to such Pricing Agreement (with respect to
such Pricing Agreement, the "Designated Shares").  The Shares may include the
Company's common shares of beneficial interest, par value $0.01 per share (the
"Common Shares"), or preferred shares of beneficial interest, par value $0.01
per share (the "Preferred Shares").

     The terms and rights of any particular issuance of Designated Shares shall
be as specified in the Pricing Agreement relating thereto and in or pursuant to
the resolutions of the board of trustees of the Company or a duly appointed
committee thereof identified in such Pricing Agreement.

     1.  Particular sales of Designated Shares may be made from time to time to
the Underwriters of such Shares, for whom the firms designated as
representatives of the Underwriters of such Shares in the Pricing Agreement
relating thereto will act as representatives
<PAGE>

(the "Representatives"). The term "Representatives" also refers to a single firm
acting as sole representative of the Underwriters and to Underwriters who act
without any firm being designated as their representative. This Underwriting
Agreement shall not be construed as an obligation of the Company to sell any of
the Shares or as an obligation of any of the Underwriters to purchase the
Shares. The obligation of the Company to issue and sell any of the Shares and
the obligation of any of the Underwriters to purchase any of the Shares shall be
evidenced by the Pricing Agreement with respect to the Designated Shares
specified therein. Each Pricing Agreement shall specify the aggregate number of
such Designated Shares, the initial public offering price of such Designated
Shares, the purchase price to the Underwriters of such Designated Shares, the
names of the Underwriters of such Designated Shares, the names of the
Representatives of such Underwriters and the number of such Designated Shares to
be purchased by each Underwriter and shall set forth the date, time and manner
of delivery of such Designated Shares and payment therefor. The Pricing
Agreement shall also specify (to the extent not set forth in the registration
statement and prospectus with respect thereto) the terms of such Designated
Shares. A Pricing Agreement shall be in the form of an executed writing (which
may be in counterparts), and may be evidenced by an exchange of telegraphic
communications or any other rapid transmission device designed to produce a
written record of communications transmitted. The obligations of the
Underwriters under this Agreement and each Pricing Agreement shall be several
and not joint.

     2.  The Company represents and warrants to, and agrees with, each of the
Underwriters that:

       (a)  A registration statement on Form S-3 (File No. 333-63619) (the
     "Registration Statement") in respect of the Shares has been filed with the
     Securities and Exchange Commission (the "Commission"); the Registration
     Statement and any post-effective amendments thereto, each in the form
     heretofore delivered or to be delivered to the Representatives and,
     excluding exhibits to such Registration Statement, but including all
     documents incorporated by reference in the prospectus contained therein, to
     the Representatives for each of the other Underwriters, has been declared
     effective by the Commission in such form; other than a registration
     statement, if any, increasing the size of the offering (a "Rule 462(b)
     Registration Statement"), filed pursuant to Rule 462(b) under the
     Securities Act of 1933, as amended (the "Act"), which became effective upon
     filing, no other documents with respect to the Registration Statement or
     documents incorporated by reference therein have heretofore been filed or
     transmitted for filing with the Commission (other than prospectuses filed
     pursuant to Rule 424(b) under the Act, each in the form heretofore
     delivered to the Representatives); and no stop order suspending the
     effectiveness of the Registration Statement, any post-effective amendments
     thereto or the Rule 462(b) Registration Statement, if any, have been issued
     and no proceeding for that purpose has been initiated or threatened by the
     Commission (any preliminary prospectus included in the Registration
     Statement or filed with the Commission pursuant to Rule 424(a) under the
     Act is hereinafter called a "Preliminary Prospectus"; the various parts of
     the Registration Statement and the Rule 462(b) Registration Statement, if
     any, including all exhibits thereto and the documents incorporated by
     reference in the prospectus contained in the Registration Statement at the
     time such part of the registration statement became effective, each as
     amended at the time such part of the Registration Statement became
     effective or such part of the Rule 462(b)

                                       2
<PAGE>

     Registration Statement, if any, became or hereafter becomes effective, are
     hereinafter collectively called the "Registration Statement"; the
     prospectus relating to the Shares, in the form in which it has most
     recently been filed, or transmitted for filing, with the Commission on or
     prior to the date of this Agreement, is hereinafter called the
     "Prospectus"; any reference herein to any Preliminary Prospectus or the
     Prospectus shall be deemed to refer to and include the documents
     incorporated by reference therein pursuant to Item 12 of Form S-3 under the
     Act, as of the date of such Preliminary Prospectus or Prospectus, as the
     case may be; any reference to any amendment or supplement to any
     Preliminary Prospectus or the Prospectus shall be deemed to refer to and
     include any documents filed after the date of such Preliminary Prospectus
     or Prospectus, as the case may be, under the Securities Exchange Act of
     1934, as amended (the "Exchange Act"), and incorporated by reference in
     such Preliminary Prospectus or Prospectus, as the case may be; any
     reference to any amendment to the Registration Statement shall be deemed to
     refer to and include any annual report of the Company filed pursuant to
     Section 13(a) or 15(d) of the Exchange Act after the effective date of the
     Registration Statement that is incorporated by reference in the
     Registration Statement; any reference to the Prospectus as amended or
     supplemented shall be deemed to refer to the Prospectus as amended or
     supplemented in relation to the applicable Designated Shares in the form in
     which it is filed with the Commission pursuant to Rule 424(b) under the Act
     in accordance with Section 5(a) hereof, including any documents
     incorporated by reference therein as of the date of such filing; and if the
     Company elects to rely on Rule 434 under the Act, any reference to the
     Prospectus shall be deemed to include, without limitation, the form of
     prospectus and the abbreviated term sheet, taken together, provided to the
     Underwriters by the Company in reliance on Rule 434 under the Act (the
     "Rule 434 Prospectus"));

       (b)  The documents incorporated by reference in the Prospectus, when they
     became effective or were filed with the Commission, as the case may be,
     conformed in all material respects to the requirements of the Act or the
     Exchange Act, as applicable, and the rules and regulations of the
     Commission thereunder, and none of such documents contained an untrue
     statement of a material fact or omitted to state a material fact required
     to be stated therein or necessary to make the statements therein not
     misleading in light of the circumstances under which they were made; and
     any further documents so filed and incorporated by reference in the
     Prospectus or any further amendment or supplement thereto, when such
     documents become effective or are filed with the Commission, as the case
     may be, will conform in all material respects to the requirements of the
     Act or the Exchange Act, as applicable, and the rules and regulations of
     the Commission thereunder and will not contain an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading;
     provided, however, that this representation and warranty shall not apply to
     any statements or omissions made in reliance upon and in conformity with
     information furnished in writing to the Company by an Underwriter of
     Designated Shares through the Representatives expressly for use in the
     Prospectus as amended or supplemented relating to such Shares;

       (c)  The Registration Statement and the Prospectus conform, and any
     further amendments or supplements to the Registration Statement or the
     Prospectus will

                                       3
<PAGE>

     conform, in all material respects to the requirements of the Act and the
     rules and regulations of the Commission thereunder and do not and will not,
     as of the applicable effective date as to the Registration Statement and
     any amendment thereto and as of the applicable filing date as to the
     Prospectus and any amendment or supplement thereto, contain an untrue
     statement of a material fact or omit to state a material fact required to
     be stated therein or necessary to make the statements therein not
     misleading in light of the circumstances under which they were made;
     provided, however, that this representation and warranty shall not apply to
     any statements or omissions made in reliance upon and in conformity with
     information furnished in writing to the Company by an Underwriter of
     Designated Shares through the Representatives expressly for use in the
     Prospectus as amended or supplemented relating to such Shares;

       (d) The Company has been duly organized and is validly existing and in
     good standing as a real estate investment trust under the laws of the state
     of Maryland, with full power and authority to own, lease and operate its
     properties and conduct its business as described in the Prospectus; the
     Company has interests in a number of entities (collectively, the
     "Entities"), identified on Annex III, which have been duly organized and
     are validly existing as corporations, partnerships, limited liability
     corporations or joint ventures as the case may be, in good standing under
     the laws of the jurisdiction of their organization (except for joint
     ventures, which have no good standing certificate requirements), with full
     power and authority to own, lease and operate their properties and conduct
     their business as described in the Prospectus; except as otherwise denoted
     in Annex III hereto, all of the equity interests in the Entities are owned
     by the Company free and clear of all pledges, liens, encumbrances, claims,
     security interests and defects; all of the issued and outstanding stock of
     each Entity that is a corporation has been duly authorized and validly
     issued, is fully paid and non-assessable and is owned by the Company,
     except as otherwise denoted in Annex III hereto, free and clear of all
     pledges, liens, encumbrances, claims, security interests and defects; no
     options, warrants or other rights to convert any obligations into
     partnership or other ownership interests in the Entities are outstanding;
     and the Company and the Entities are duly qualified to transact business in
     all jurisdictions in which the Company and the Entities are transacting
     business and in which the conduct of their respective businesses requires
     such qualification, except where the failure to so qualify would not have a
     material adverse effect on the condition, financial or otherwise, or on the
     earnings, business affairs or business prospects of the Company and the
     Entities considered as one enterprise;

       (e)  Neither the Company nor any of the Entities has sustained since the
     date of the latest audited financial statements included or incorporated by
     reference in the Prospectus any material loss or interference with its
     business from fire, explosion, flood or other calamity, whether or not
     covered by insurance, or from any labor dispute or court or governmental
     action, order or decree, otherwise than as set forth or contemplated in the
     Prospectus; and, since the date as of which information is given in the
     Prospectus, there has not been any change in the consolidated capital stock
     (except for issuances of Common Shares pursuant to the Company's employee
     benefit plans and the Company's Dividend Reinvestment and Share Purchase
     Plan) or any increase in the consolidated long-term debt of the Company or
     any material adverse change, or any development involving a prospective
     material adverse change, in or affecting the general affairs,

                                       4
<PAGE>

     management, financial position, shareholders' equity or results of
     operations of the Company and the Entities taken as a whole, otherwise than
     as set forth or contemplated in the Prospectus;

       (f)  The Company has an authorized capitalization as set forth in the
     Prospectus, and all of the issued shares of capital stock of the Company
     have been duly and validly authorized and issued and are fully paid and,
     except as set forth in the Prospectus under the captions "Description of
     Common Shares--Shareholder Liability" and "Description of Preferred Shares-
     -Shareholder Liability", non-assessable;

       (g)  The Designated Shares have been duly and validly authorized, and,
     when Designated Shares are issued and delivered pursuant to this Agreement
     and the Pricing Agreement with respect to such Designated Shares, such
     Designated Shares will be duly and validly issued and fully paid and,
     except as set forth in the Prospectus under the captions "Description of
     Common Shares--Shareholder Liability" and "Description of Preferred Shares-
     -Shareholder Liability", non-assessable; and the Designated Shares conform
     to the description thereof contained in the Registration Statement and the
     Prospectus as amended or supplemented with respect to such Designated
     Shares;

       (h)  The issue and sale of the Designated Shares and the compliance by
     the Company with all of the provisions of this Agreement and any Pricing
     Agreement, and the consummation of the transactions herein and therein
     contemplated will not conflict with or result in a breach or violation of
     any of the terms or provisions of, or constitute a default under, any
     indenture, mortgage, deed of trust, loan agreement or other agreement or
     instrument to which the Company or any of the Entities is a party or by
     which the Company or any of the Entities is bound or to which any of the
     property or assets of the Company or any of the Entities is subject, nor
     will such action result in any violation of the provisions of the
     Declaration of Trust or By-laws of the Company or any statute or any order,
     rule or regulation of any court or governmental agency or body having
     jurisdiction over the Company or any of the Entities or any of their
     properties; and no consent, approval, authorization, order, registration or
     qualification of or with any such court or governmental agency or body is
     required for the issue and sale of the Shares or the consummation by the
     Company of the transactions contemplated by this Agreement or any Pricing
     Agreement, except such as have been, or will have been prior to the Time of
     Delivery (as defined in Section 4 hereof), obtained under the Act and the
     Exchange Act and except for the listing of the Designated Shares on the New
     York Stock Exchange, Inc. or other stock exchanges and such consents,
     approvals, authorizations, registrations or qualifications as may be
     required under state securities or Blue Sky laws in connection with the
     purchase and distribution of the Shares by the Underwriters;

       (i)  Other than as set forth in the Prospectus, there are no legal or
     governmental proceedings pending to which the Company or any of the
     Entities is a party or of which any property of the Company or any of the
     Entities is the subject which, if determined adversely to the Company or
     any of the Entities, would individually or in the aggregate have a material
     adverse effect on the consolidated financial position, shareholders' equity
     or results of operations of the Company and the Entities; and, to the best
     of the

                                       5
<PAGE>

     Company's knowledge, no such proceedings are threatened or contemplated by
     governmental authorities or threatened by others;

       (j)  The consolidated financial statements of the Company and the
     Entities, together with related notes and schedules as set forth or
     incorporated by reference in the Registration Statement, present fairly the
     financial position and the results of operations of the Company and the
     Entities at the indicated dates and for the indicated periods.  Such
     consolidated financial statements have been prepared in accordance with
     generally accepted accounting principles, consistently applied throughout
     the periods involved, and all adjustments necessary for a fair presentation
     of results for such periods have been made.  The summary financial and
     statistical data included in the Prospectus present fairly the information
     shown therein and have been compiled on a basis consistent with the
     consolidated financial statements incorporated by reference therein;

       (k)  The Company and the Entities have good and marketable title to, or
     valid and enforceable leasehold estates in, all items of real and personal
     property referred to in the Prospectus as owned or leased by the Company or
     any of the Entities, in each case free and clear of all pledges, liens,
     encumbrances, claims, security interests and defects, other than those
     referred to in the Prospectus or which are not material in amount;

       (l)  The Company and the Entities have filed all Federal, State, local
     and foreign income tax returns which have been required to be filed, or
     appropriate extensions for such filings have been obtained as required by
     law, and all Federal, State, local and foreign taxes of the Company and the
     Entities have been paid except such taxes as are not yet due or are being
     contested in good faith;

       (m)  The Company and each of the Entities hold all material licenses,
     certificates and permits from governmental authorities which are necessary
     to the conduct of their respective businesses; and neither the Company nor
     any of the Entities has infringed any patents, patent rights, trade names,
     trademarks or copyrights, which infringement is material to the business of
     the Company;

       (n)  Arthur Andersen LLP who has audited the consolidated balance sheets
     of the Company and subsidiaries as of December 31, 2000 and 1999 and the
     related consolidated statements of operations, common shareholders' equity,
     and cash flows for each of the years in the two year period ended December
     31, 2000 and Grant Thornton LLP who has audited the accompanying
     consolidated statement of operations, shareholders' equity and cash flows
     of the Company for the period ended December 31, 1998,  filed with the
     Commission as part of, or incorporated by reference in, the Registration
     Statement and Prospectus, are each independent public accountants as
     required by the Act and the rules and regulations of the Commission
     promulgated thereunder;

       (o)  The conditions for use of registration statements on Form S-3 set
     forth in the General Instructions on Form S-3 have been satisfied and the
     Company is entitled to use such form for the transaction contemplated
     herein;

                                       6
<PAGE>

       (p) Although the Company is aware of the presence of hazardous
     substances, hazardous materials, toxic substances or waste materials
     ("Hazardous Materials") on certain of its properties, nothing has come to
     the attention of the Company which, at this time, would lead the Company to
     believe that the presence of such Hazardous Materials, when considered in
     the aggregate, would materially adversely affect the financial condition of
     the Company.  In connection with the construction on or operation and use
     of the properties owned or leased by the Company or the Entities, the
     Company represents that, as of the date of this Agreement, it has no
     knowledge of any material failure by the Company or the Entities to comply
     with all applicable local, state and federal environmental laws,
     regulations, ordinances and administrative and judicial orders relating to
     the generation, recycling, reuse, sale, storage, handling, transport and
     disposal of any Hazardous Materials; and

       (q)  With respect to all tax periods regarding which the Internal Revenue
     Service is or will be entitled to assert any claim, the Company has met the
     requirements for qualification as a real estate investment trust under
     Sections 856 through 860 of the Internal Revenue Code of 1986, as amended
     (the "Code"), and the Company's present and contemplated operations, assets
     and income continue to meet such requirements; and the Company is neither
     an "investment company" nor a company "controlled" by an "investment
     company" within the meaning of the Investment Company Act of 1940, as
     amended.

     3.  Upon the execution of the Pricing Agreement applicable to any
Designated Shares and authorization by the Representatives of the release of
such Designated Shares, the several Underwriters propose to offer such
Designated Shares for sale upon the terms and conditions set forth in the
Prospectus as amended or supplemented.

     4.  Certificates for the Designated Shares to be purchased by each
Underwriter pursuant to the Pricing Agreement relating thereto, in definitive
form and in such authorized denominations and registered in such names as the
Representatives may request upon at least twenty-four hours' prior notice to the
Company, shall be delivered by or on behalf of the Company to the
Representatives for the account of such Underwriter, against payment by such
Underwriter or on its behalf of the purchase price therefor by certified or
official bank check or checks, payable to the order of the Company in the funds
specified in such Pricing Agreement, all at the place and time and date
specified in such Pricing Agreement or at such other place and time and date as
the Representatives and the Company may agree upon in writing, such time and
date being herein called the "Time of Delivery" for such Shares.

     5.  The Company agrees with each of the Underwriters of any Designated
Shares:

       (a)  If the Company does not elect to rely on Rule 434 under the Act,
     immediately following execution and delivery of the applicable Pricing
     Agreement, to prepare the Prospectus as amended and supplemented in
     relation to the applicable Designated Shares in a form approved by the
     Representatives and to file such Prospectus pursuant to Rule 424(b) under
     the Act not later than the Commission's close of business on the business
     day following the execution and delivery of the Pricing Agreement relating
     to the applicable Designated Shares or, if applicable, such earlier time as
     may be required by

                                       7
<PAGE>

     Rule 424(b), or if the Company elects to rely on Rule 434 under the Act,
     immediately following execution and delivery of the applicable Pricing
     Agreement, to prepare an abbreviated term sheet relating to the Designated
     Shares in a form approved by the Representatives that complies with the
     requirements of Rule 434 under the Act and to file such form of Rule 434
     Prospectus complying with Rule 434(c)(2) of the Act pursuant to Rule 424(b)
     under the Act not later than the Commission's close of business on the
     business day following the execution and delivery of the Pricing Agreement
     relating to the applicable Designated Shares or, if applicable, such
     earlier time as may be required by Rule 424(b); to make no further
     amendment or any supplement to the Registration Statement or Prospectus as
     amended or supplemented after the date of the Pricing Agreement relating to
     such Designated Shares and prior to the Time of Delivery for such
     Designated Shares which shall be reasonably disapproved by the
     Representatives for such Designated Shares promptly after reasonable notice
     thereof; to advise the Representatives promptly of any such amendment or
     supplement after such Time of Delivery and furnish the Representatives with
     copies thereof; to file promptly all reports and any definitive proxy or
     information statements required to be filed by the Company with the
     Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange
     Act for so long as the delivery of a prospectus is required in connection
     with the offering or sale of such Designated Shares, and during such same
     period to advise the Representatives, promptly after it receives notice
     thereof, of the time when any amendment to the Registration Statement has
     been filed or becomes effective or any supplement to the Prospectus or any
     amended Prospectus has been filed with the Commission, of the issuance by
     the Commission of any stop order or of any order preventing or suspending
     the use of any prospectus relating to the Designated Shares, of the
     suspension of the qualification of such Designated Shares for offering or
     sale in any jurisdiction, of the initiation or threatening of any
     proceeding for any such purpose, or of any request by the Commission for
     the amending or supplementing of the Registration Statement or Prospectus
     or for additional information; and, in the event of the issuance of any
     such stop order or of any such order preventing or suspending the use of
     any prospectus relating to the Designated Shares or suspending any such
     qualification, to use promptly its best efforts to obtain its withdrawal;

       (b)  Promptly from time to time to take such action as the
     Representatives may reasonably request to qualify such Designated Shares
     for offering and sale under the securities laws of such jurisdictions as
     the Representatives may request and to comply with such laws so as to
     permit the continuance of sales and dealings therein in such jurisdictions
     for as long as may be necessary to complete the distribution of such
     Designated Shares, provided that in connection therewith the Company shall
     not be required to qualify as a foreign corporation or to file a general
     consent to service of process in any jurisdiction;

       (c)  Promptly to furnish the Underwriters with copies of the Prospectus
     in New York City as amended or supplemented in such quantities as the
     Representatives may reasonably request, and, if the delivery of a
     prospectus is required at any time in connection with the offering or sale
     of the Designated Shares and if at such time any event shall have occurred
     as a result of which the Prospectus as then amended or supplemented would
     include an untrue statement of a material fact or omit to state any

                                       8
<PAGE>

     material fact necessary in order to make the statements therein, in the
     light of the circumstances under which they were made when such Prospectus
     is delivered, not misleading, or, if for any other reason it shall be
     necessary during such same period to amend or supplement the Prospectus or
     to file under the Exchange Act any document incorporated by reference in
     the Prospectus in order to comply with the Act or the Exchange Act, to
     notify the Representatives and upon their request to file such document and
     to prepare and furnish without charge to each Underwriter and to any dealer
     in securities as many copies as the Representatives may from time to time
     reasonably request of an amended Prospectus or a supplement to the
     Prospectus which will correct such statement or omission or effect such
     compliance;

       (d)  To make generally available to its securityholders as soon as
     practicable, but in any event not later than eighteen months after the
     effective date of the Registration Statement (as defined in Rule 158(c)),
     an earnings statement of the Company (which need not be audited) complying
     with Section 11(a) of the Act and the rules and regulations of the
     Commission thereunder (including at the option of the Company Rule 158);

       (e)  During the period beginning from the date of the Pricing Agreement
     for such Designated Shares and continuing to and including the earlier of
     (i) the termination of trading restrictions for such Designated Shares, as
     notified to the Company by the Representatives and (ii) the Time of
     Delivery for such Designated Shares, not to offer, sell, contract to sell
     or otherwise issue any shares of capital stock of the Company which are
     substantially similar to such Designated Shares, without the prior written
     consent of the Representatives;

       (f)  To use the net proceeds received by it from the sale of the
     Designated Shares in the manner specified in the Prospectus under the
     caption "Use of Proceeds"; and

       (g)  To qualify as a "real estate investment trust" under the Internal
     Revenue Code of 1986, as amended (the "Code"), and to use its best efforts
     to continue to meet the requirements to qualify as a "real estate
     investment trust".

     6.  The Company covenants and agrees with the several Underwriters that the
Company will pay or cause to be paid the following:  (i) the fees, disbursements
and expenses of the Company's counsel and accountants in connection with the
registration of the Shares under the Act and all other expenses in connection
with the preparation, printing and filing of the Registration Statement, any
Preliminary Prospectus and the Prospectus and amendments and supplements thereto
(including each abbreviated term sheet delivered by the Company pursuant to Rule
434 under the Act) and the mailing and delivering of copies thereof to the
Underwriters and dealers; (ii) the cost of printing or producing any Agreement
among Underwriters, this Agreement, any Pricing Agreement, any blue sky and
legal investment surveys and any other documents in connection with the
offering, purchase, sale and delivery of the Shares; (iii) all expenses in
connection with the qualification of the Shares for offering and sale under
state securities laws as provided in Section 5(b) hereof, including the fees and
disbursements of counsel for the Underwriters in connection with such
qualification and in connection with the blue sky and legal investment surveys;
(iv) any filing fees incident to any required review by the

                                       9
<PAGE>

National Association of Securities Dealers, Inc. of the terms of the sale of the
Shares; (v) the cost of preparing certificates for the Shares; (vi) the costs
and charges of any transfer agent or registrar or dividend disbursing agent; and
(vii) all other costs and expenses incident to the performance of its
obligations hereunder which are not otherwise specifically provided for in this
Section. It is understood, however, that, except as provided in this Section,
Section 8 and Section 11 hereof, the Underwriters will pay all of their own
costs and expenses, including the fees of their counsel, transfer taxes on
resale of any of the Shares by them, and any advertising expenses connected with
any offers they may make.

     7.  The obligations of the Underwriters of any Designated Shares under the
Pricing Agreement relating to such Designated Shares shall be subject, in the
discretion of the Representatives, to the condition that all representations and
warranties and other statements of the Company in, or incorporated by reference
from this Agreement into, the Pricing Agreement relating to such Designated
Shares are, at and as of the Time of Delivery for such Designated Shares, true
and correct, to the condition that the Company shall have performed all of its
obligations hereunder theretofore to be performed, and to the following
additional conditions:

       (a)  The Prospectus as amended or supplemented in relation to the
     applicable Designated Shares shall have been filed with the Commission
     pursuant to Rule 424(b) within the applicable time period prescribed for
     such filing by the rules and regulations under the Act and in accordance
     with Section 5(a) hereof; no stop order suspending the effectiveness of the
     Registration Statement or any part thereof shall have been issued and no
     proceeding for that purpose shall have been initiated or threatened by the
     Commission; and all requests for additional information on the part of the
     Commission shall have been complied with to the Representatives' reasonable
     satisfaction;

       (b)  Sidley Austin Brown & Wood LLP, counsel for the Underwriters, shall
     have furnished to the Representatives such opinion or opinions, dated the
     Time of Delivery for such Designated Shares, with respect to the
     organization of the Company, the validity of the Designated Shares being
     delivered at such Time of Delivery, the Registration Statement, the
     Prospectus as amended or supplemented and other related matters as the
     Representatives may reasonably request, and such counsel shall have
     received such papers and information as they may reasonably request to
     enable them to pass upon such matters;

       (c)  Hogan & Hartson L.L.P., counsel for the Company, shall have
     furnished to the Representatives their written opinion, dated the Time of
     Delivery for such Designated Shares, in form and substance satisfactory to
     the Representatives, to the effect that:

          (i)  The Company has been duly organized and is validly existing as a
       real estate investment trust in good standing under the laws of the state
       of Maryland, with full power and authority to own its current properties
       and conduct its business as described in the Prospectus; SRI has been
       duly organized and is validly existing as a corporation in good standing
       under the laws of the state of Maryland, with full power and authority to
       own its current properties and conduct its business as described in the
       Prospectus; the Company and SRI are authorized to transact business in
       the states specified in such

                                       10
<PAGE>

       opinion as of the respective dates of the certificates specified in such
       opinion; and the conditions for use of a registration statement on Form
       S-3 have been satisfied;

             (ii)  This Agreement and the Pricing Agreement with respect to the
       Designated Shares have been duly authorized, executed and delivered by
       the Company;

             (iii)  The information in the Prospectus as amended or supplemented
       under the captions "Description of Series B Preferred Shares" and
       "Description of Preferred Shares," to the extent that such information
       constitutes matters of law or legal conclusions, has been reviewed by
       such counsel, and is correct in all material respects;

             (iv)  The issue and sale of the Designated Shares being delivered
       at such Time of Delivery and the compliance by the Company with all of
       the provisions of this Agreement and the Pricing Agreement with respect
       to the Designated Shares and the consummation of the transactions herein
       and therein contemplated will not conflict with or result in a breach or
       violation of Title 8 of the Corporations and Associations Article of the
       Annotated Code of Maryland, the Declaration of Trust or By-laws of the
       Company or any applicable law, rule, regulation, order, judgement or
       decree known to such counsel of any Maryland court or governmental agency
       or body having jurisdiction over the Company or SRI or any of their
       respective properties or any of the agreements identified in Schedule A
       hereto;

            (v)  No consent, approval, authorization, order, registration or
       qualification of or with the Commission or any Maryland court or
       governmental agency or body is required for the issue and sale of the
       Designated Shares being delivered at such Time of Delivery or the
       consummation by the Company of the transactions contemplated by this
       Agreement or the Pricing Agreement, except such as have been obtained
       under the Act and the Exchange Act and except for the listing of the
       Designated Shares on the New York Stock Exchange, Inc. or other stock
       exchanges and such consents, approvals, authorizations, registrations or
       qualifications as may be required under state securities or Blue Sky laws
       in connection with the purchase and distribution of the Designated Shares
       by the Underwriters;

            (vi)  The documents incorporated by reference in the Prospectus as
       amended or supplemented (other than the financial statements and related
       schedules therein, as to which such counsel need express no opinion),
       when they became effective or were filed with the Commission, as the case
       may be, complied as to form in all material respects with the
       requirements of the Act or the Exchange Act, as applicable, and the rules
       and regulations of the Commission thereunder; and

             (vii)  The Registration Statement and the Prospectus as amended or
       supplemented and any further amendments and supplements thereto made by
       the Company prior to the Time of Delivery for the Designated Shares
       (other than the financial statements and related schedules therein, as to
       which such counsel need express no opinion) comply as to form in all
       material respects with the requirements of the Act and the rules and
       regulations thereunder; if applicable, the Rule 434

                                       11
<PAGE>

       Prospectus complies as to form in all material respects with the
       requirements of Rule 434 under the Act; they have no reason to believe
       that, as of its effective date, the Registration Statement or any further
       amendment thereto made by the Company prior to the Time of Delivery
       (other than the financial statements and related schedules therein, as to
       which such counsel need express no opinion) contained an untrue statement
       of a material fact or omitted to state a material fact required to be
       stated therein or necessary to make the statements therein not misleading
       or that, as of its date, the Prospectus as amended or supplemented or any
       further amendment or supplement thereto made by the Company prior to the
       Time of Delivery (other than the financial statements and related
       schedules therein, as to which such counsel need express no opinion)
       contained an untrue statement of a material fact or omitted to state a
       material fact necessary to make the statements therein, in light of the
       circumstances in which they were made, not misleading or that, as of the
       Time of Delivery, either the Registration Statement or the Prospectus as
       amended or supplemented or any further amendment or supplement thereto
       made by the Company prior to the Time of Delivery (other than the
       financial statements and related schedules therein, as to which such
       counsel need express no opinion) contains an untrue statement of a
       material fact or omits to state a material fact necessary to make the
       statements therein, in light of the circumstances in which they were
       made, not misleading; and they do not know of any amendment to the
       Registration Statement required to be filed or any contracts or other
       documents of a character required to be filed as an exhibit to the
       Registration Statement or required to be incorporated by reference into
       the Prospectus as amended or supplemented or required to be described in
       the Registration Statement or the Prospectus as amended or supplemented
       which are not filed or incorporated by reference or described as
       required.

             In delivering such opinion, counsel shall be entitled to rely in
       respect of the opinion in this clause upon opinions of local counsel and
       in respect of certain matters of fact upon certificates of officers of
       the Company, provided that such counsel shall state that they believe
       that both you and they are justified in relying upon such opinions and
       certificates.

       (d)  In addition to the above opinion, the Representatives shall have
     received the opinion or opinions of Hogan & Hartson L.L.P., Tax Counsel to
     the Company, dated the Time of Delivery for such Designated Shares, in form
     and substance satisfactory to the Representatives, to the effect that (1)
     the Company is and has been organized and operated in conformity with the
     requirements for qualification and taxation as a real estate investment
     trust ("REIT") under the Code since its taxable year ended December 31,
     1996, and the Company's current and proposed organization and method of
     operation including distributions (as described in the Prospectus,
     Prospectus Supplement, the Company's Current Report on Form 8-K filed with
     the Commission on November 15, 2001 (hereafter, the "Company's Form 8-K")
     and as represented by the Company) will enable the Company to continue to
     meet the requirements for qualification and taxation as a REIT for its
     taxable year ending December 31, 2001, and thereafter; and (2) the
     discussion in (x) the Prospectus Supplement under the caption "Federal
     Income Tax Consequences"; (y) the Prospectus under the caption "Federal
     Income Tax Considerations," except we note that the statement to the effect
     that the Company is

                                       12
<PAGE>

     generally required to distribute to shareholders 95% of its taxable income
     each year is not correct for tax years of the Company beginning after
     December 31, 2000, for which periods the Company is generally required to
     dostribute to shareholders 90% of its taxable income; and (z) the Company's
     Form 8-K under the caption "Federal Income Tax Consequences" which is
     incorporated by reference into the Prospectus, to the extent that they
     discuss matters of law or legal conclusions or purport to describe certain
     provisions of the federal tax laws, are correct summaries of the matters
     discussed therein.

       (e)  On the date of the Pricing Agreement for such Designated Shares and
     at the Time of Delivery for such Designated Shares, the independent
     accountants of the Company who have certified the financial statements of
     the Company included or incorporated by reference in the Registration
     Statement shall have furnished to the Representatives a letter, dated the
     date of the Pricing Agreement, and a letter dated such Time of Delivery,
     respectively, to the effect set forth in Annex II hereto, and with respect
     to such letter dated such Time of Delivery, as to such other matters as the
     Representatives may reasonably request and in form and substance
     satisfactory to the Representatives;

       (f)  (i) Neither the Company nor any of the Entities shall have sustained
     since the date of the latest audited financial statements included or
     incorporated by reference in the Prospectus as amended or supplemented any
     loss or interference with its business from fire, explosion, flood or other
     calamity, whether or not covered by insurance, or from any labor dispute or
     court or governmental action, order or decree, otherwise than as set forth
     or contemplated in the Prospectus as amended or supplemented, and (ii)
     since the respective dates as of which information is given in the
     Prospectus as amended or supplemented there shall not have been any change
     in the capital stock or long-term debt of the Company or any of the
     Entities or any change, or any development involving a prospective change,
     in or affecting the general affairs, management, financial position,
     shareholders' equity or results of operations of the Company and the
     Entities, otherwise than as set forth or contemplated in the Prospectus as
     amended or supplemented, the effect of which, in any such case described in
     clause (i) or (ii), is in the judgment of the Representatives so material
     and adverse as to make it impracticable or inadvisable to proceed with the
     public offering or the delivery of the Designated Shares on the terms and
     in the manner contemplated in the Prospectus as amended or supplemented;

       (g)  On or after the date of the Pricing Agreement relating to the
     Designated Shares (i) no downgrading shall have occurred in the rating
     accorded the Company's debt securities or preferred shares by any
     "nationally recognized statistical rating organization", as that term is
     defined by the Commission for purposes of Rule 436(g)(2) under the Act and
     (ii) no such organization shall have publicly announced that it has under
     surveillance or review, with possible negative implications, its rating of
     any of the Company's debt securities or preferred shares;

       (h)  On or after the date of the Pricing Agreement relating to the
     Designated Shares there shall not have occurred any of the following: (i) a
     suspension or material limitation in trading in securities generally on the
     New York Stock Exchange; (ii) a suspension or material limitation in
     trading in the Company's securities on the New York Stock Exchange; (iii) a
     general moratorium on commercial banking activities in New York

                                       13
<PAGE>

     declared by either Federal or New York State authorities; or (iv) the
     outbreak or escalation of hostilities involving the United States or the
     declaration by the United States of a national emergency or war if the
     effect of any such event specified in this clause (iv) in the judgment of
     the Representatives makes it impracticable or inadvisable to proceed with
     the public offering or the delivery of the Designated Shares on the terms
     and in the manner contemplated in the Prospectus as amended or
     supplemented;

       (i)  The Company shall have complied with the provisions of Section 5(c)
     hereof with respect to the furnishing of prospectuses; and

       (j)  The Company shall have furnished or caused to be furnished to the
     Representatives at the Time of Delivery for the Designated Shares a
     certificate or certificates of officers of the Company satisfactory to the
     Representatives as to the accuracy of the representations and warranties of
     the Company herein at and as of such Time of Delivery, as to the
     performance by the Company of all of its obligations hereunder to be
     performed at or prior to such Time of Delivery, as to the matters set forth
     in subsections (a) and (f) of this Section and as to such other matters as
     the Representatives may reasonably request.

     8.  (a)  The Company will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several, to which
such Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Shares, or any amendment
or supplement thereto (including the information deemed to be a part of the
Registration Statement pursuant to Rule 434 under the Act, if applicable), or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse each Underwriter for any
legal or other expenses reasonably incurred by such Underwriter in connection
with investigating or defending any such action or claim as such expenses are
incurred; provided, however, that the Company shall not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in any Preliminary Prospectus, any preliminary prospectus
supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Shares, or any such
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by any Underwriter of Designated Shares
through the Representatives expressly for use in the Prospectus as amended or
supplemented relating to such Shares.

       (b)  Each Underwriter will indemnify and hold harmless the Company
     against any losses, claims, damages or liabilities to which the Company may
     become subject, under the Act or otherwise, insofar as such losses, claims,
     damages or liabilities (or actions in respect thereof) arise out of or are
     based upon an untrue statement or alleged untrue statement of a material
     fact contained in any Preliminary Prospectus, any preliminary prospectus
     supplement, the Registration Statement, the Prospectus as amended or
     supplemented and any other prospectus relating to the Shares, or any
     amendment or

                                       14
<PAGE>

     supplement thereto (including the information deemed to be a part of the
     Registration Statement pursuant to Rule 434 under the Act, if applicable),
     or arise out of or are based upon the omission or alleged omission to state
     therein a material fact required to be stated therein or necessary to make
     the statements therein not misleading, in each case to the extent, but only
     to the extent, that such untrue statement or alleged untrue statement or
     omission or alleged omission was made in any Preliminary Prospectus, any
     preliminary prospectus supplement, the Registration Statement, the
     Prospectus as amended or supplemented and any other prospectus relating to
     the Shares, or any such amendment or supplement in reliance upon and in
     conformity with written information furnished to the Company by such
     Underwriter through the Representatives expressly for use therein; and will
     reimburse the Company for any legal or other expenses reasonably incurred
     by the Company in connection with investigating or defending any such
     action or claim as such expenses are incurred.

       (c)  Promptly after receipt by an indemnified party under subsection (a)
     or (b) above of notice of the commencement of any action, such indemnified
     party shall, if a claim in respect thereof is to be made against the
     indemnifying party under such subsection, notify the indemnifying party in
     writing of the commencement thereof; but the omission so to notify the
     indemnifying party shall not relieve it from any liability which it may
     have to any indemnified party otherwise than under such subsection.  In
     case any such action shall be brought against any indemnified party and it
     shall notify the indemnifying party of the commencement thereof, the
     indemnifying party shall be entitled to participate therein and, to the
     extent that it shall wish, jointly with any other indemnifying party
     similarly notified, to assume the defense thereof, with counsel
     satisfactory to such indemnified party (who shall not, except with the
     consent of the indemnified party, be counsel to the indemnifying party),
     and, after notice from the indemnifying party to such indemnified party of
     its election so to assume the defense thereof, the indemnifying party shall
     not be liable to such indemnified party under such subsection for any legal
     expenses of other counsel (unless separate counsel is required due to
     conflict of interest) or any other expenses, in each case subsequently
     incurred by such indemnified party, in connection with the defense thereof
     other than reasonable costs of investigation.  No indemnifying party shall,
     without written consent of the indemnified party, affect the settlement or
     compromise of, or consent to the entry of any judgment with respect to, any
     pending or threatened action or claim in respect of which indemnification
     or contribution may be sought hereunder (whether or not the indemnified
     party is an actual or potential party to such action or claim) unless such
     settlement, compromises or judgment (i) includes an unconditional release
     of the indemnified party from all liability arising out of such action or
     claim and (ii) does not include a statement as to or an admission of fault,
     culpability or a failure to act, by or on behalf of any indemnified party.

       (d)  If the indemnification provided for in this Section 8 is unavailable
     to or insufficient to hold harmless an indemnified party under subsection
     (a) or (b) above in respect of any losses, claims damages or liabilities
     (or actions in respect thereof) referred to therein, then each indemnifying
     party shall contribute to the amount paid or payable by such indemnified
     party as a result of such losses, claims, damages or liabilities (or
     actions in respect thereof) in such proportion as is appropriate to reflect
     the relative benefits received by the Company on the one hand and the
     Underwriters of the Designated Shares

                                       15
<PAGE>

     on the other from the offering of the Designated Shares to which such loss,
     claim, damage or liability (or action in respect thereof) relates. If,
     however, the allocation provided by the immediately preceding sentence is
     not permitted by applicable law or if the indemnified party failed to give
     the notice required under subsection (c) above, then each indemnifying
     party shall contribute to such amount paid or payable by such indemnified
     party in such proportion as is appropriate to reflect not only such
     relative benefits but also the relative fault of the Company on the one
     hand and the Underwriters of the Designated Shares on the other in
     connection with the statements or omissions which resulted in such losses,
     claims, damages or liabilities (or actions in respect thereof), as well as
     any other relevant equitable considerations. The relative benefits received
     by the Company on the one hand and such Underwriters on the other shall be
     deemed to be in the same proportion as the total net proceeds from such
     offering (before deducting expenses) received by the Company bear to the
     total underwriting discounts and commissions received by such Underwriters.
     The relative fault shall be determined by reference to, among other things,
     whether the untrue or alleged untrue statement of a material fact or the
     omission or alleged omission to state a material fact relates to
     information supplied by the Company on the one hand or such Underwriters on
     the other and the parties' relative intent, knowledge, access to
     information and opportunity to correct or prevent such statement or
     omission. The Company and the Underwriters agree that it would not be just
     and equitable if contribution pursuant to this subsection (d) were
     determined by pro rata allocation (even if the Underwriters were treated as
     one entity for such purpose) or by any other method of allocation which
     does not take account of the equitable considerations referred to above in
     this subsection (d). The amount paid or payable by an indemnified party as
     a result of the losses, claims, damages or liabilities (or actions in
     respect thereof) referred to above in this subsection (d) shall be deemed
     to include any legal or other expenses reasonably incurred by such
     indemnified party in connection with investigating or defending any such
     action or claim. Notwithstanding the provisions of this subsection (d), no
     Underwriter shall be required to contribute any amount in excess of the
     amount by which the total price at which the applicable Designated Shares
     underwritten by it and distributed to the public were offered to the public
     exceeds the amount of any damages which such Underwriter has otherwise been
     required to pay by reason of such untrue or alleged untrue statement or
     omission or alleged omission. No person guilty of fraudulent
     misrepresentation (within the meaning of Section 11(f) of the Act) shall be
     entitled to contribution from any person who was not guilty of such
     fraudulent misrepresentation. The obligations of the Underwriters of
     Designated Shares in this subsection (d) to contribute are several in
     proportion to their respective underwriting obligations with respect to
     such Shares and not joint.

       (e)  The obligations of the Company under this Section 8 shall be in
     addition to any liability which the Company may otherwise have and shall
     extend, upon the same terms and conditions, to each person, if any, who
     controls any Underwriter within the meaning of the Act; and the obligations
     of the Underwriters under this Section 8 shall be in addition to any
     liability which the respective Underwriters may otherwise have and shall
     extend, upon the same terms and conditions, to each officer and trustee of
     the Company and to each person, if any, who controls the Company within the
     meaning of the Act.

                                       16
<PAGE>

     9.  (a)  If any Underwriter shall default in its obligation to purchase the
Designated Shares which it has agreed to purchase under the Pricing Agreement
relating to such Designated Shares, the Representatives may in their discretion
arrange for themselves or another party or other parties to purchase such
Designated Shares on the terms contained herein.  If within thirty-six hours
after such default by any Underwriter the Representatives do not arrange for the
purchase of such Designated Shares, then the Company shall be entitled to a
further period of thirty-six hours within which to procure another party or
other parties satisfactory to the Representatives to purchase such Designated
Shares on such terms.  In the event that, within the respective prescribed
period, the Representatives notify the Company that they have so arranged for
the purchase of such Designated Shares, or the Company notifies the
Representatives that it has so arranged for the purchase of such Designated
Shares, the Representatives or the Company shall have the right to postpone the
time of Delivery for such Designated Shares for a period of not more than seven
days, in order to effect whatever changes may thereby be made necessary in the
Registration Statement or the Prospectus as amended or supplemented, or in any
other documents or arrangements, and the Company agrees to file promptly any
amendments or supplements to the Registration Statement or the Prospectus which
in the opinion of the Representatives may thereby be made necessary.  The term
"Underwriter" as used in this Agreement shall include any person substituted
under this Section with like effect as if such person had originally been a
party to the Pricing Agreement with respect to such Designated Shares.

       (b)  If, after giving effect to any arrangements for the purchase of the
     Designated Shares of a defaulting Underwriter or Underwriters by the
     Representatives and the Company as provided in subsection (a) above, the
     aggregate number of such Designated Shares which remains unpurchased does
     not exceed one-tenth of the aggregate number of the Designated Shares, then
     the Company shall have the right to require each non-defaulting Underwriter
     to purchase the number of Designated Shares which such Underwriter agreed
     to purchase under the Pricing Agreement relating to such Designated Shares
     and, in addition, to require each non-defaulting Underwriter to purchase
     its pro rata share (based on the number of Designated Shares which such
     Underwriter agreed to purchase under such Pricing Agreement) of the
     Designated Shares of such defaulting Underwriter or Underwriters for which
     such arrangements have not been made; but nothing herein shall relieve a
     defaulting Underwriter from liability for its default.

       (c)  If, after giving effect to any arrangements for the purchase of the
     Designated Shares of a defaulting Underwriter or Underwriters by the
     Representatives and the Company as provided in subsection (a) above, the
     aggregate number of Designated Shares which remains unpurchased exceeds
     one-tenth of the aggregate number of the Designated Shares, as referred to
     in subsection (b) above, or if the Company shall not exercise the right
     described in subsection (b) above to require non-defaulting Underwriters to
     purchase Designated Shares of a defaulting Underwriter or Underwriters,
     then the Pricing Agreement relating to such Designated Shares shall
     thereupon terminate, without liability on the part of any non-defaulting
     Underwriter or the Company, except for the expenses to be borne by the
     Company and the Underwriters as provided in Section 6 hereof and the
     indemnity and contribution agreements in Section 8 hereof; but nothing
     herein shall relieve a defaulting Underwriter from liability for its
     default.

                                       17
<PAGE>

     10.  The respective indemnities, agreements, representations, warranties
and other statements of the Company and the several Underwriters, as set forth
in this Agreement or made by or on behalf of them, respectively, pursuant to
this Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company,
or any officer or trustee or controlling person of the Company, and shall
survive delivery of and payment for the Shares.

     11.  If any Pricing Agreement shall be terminated pursuant to Section 9
hereof, the Company shall not then be under any liability to any Underwriter
with respect to the Designated Shares covered by such Pricing Agreement except
as provided in Section 6 and Section 8 hereof.  If this Agreement shall be
terminated as a result of any of the conditions set forth in Section 7 (other
than Section 7(h)(i), (iii) or (iv)) not being satisfied the Company will
reimburse the Underwriters through the Representatives for all out-of-pocket
expenses approved in writing by the Representatives, including fees and
disbursements to counsel, reasonably incurred by the Underwriters in making
preparations for the purchase, sale and delivery of such Designated Shares, but
the Company shall then be under no further liability to any Underwriter with
respect to such Designated Shares except as provided in Section 6 and Section 8
hereof.

     12.  In all dealings hereunder, the Representatives of the Underwriters of
Designated Shares shall act on behalf of each of such Underwriters, and the
parties hereto shall be entitled to act and rely upon any statement, request,
notice or agreement on behalf of any Underwriter made or given by such
Representatives jointly or by such of the Representatives, if any, as may be
designated for such purpose in the Pricing Agreement.

     All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Representatives as set forth in the
Pricing Agreement; and if to the Company shall be delivered or sent by mail,
telex or facsimile transmission to the address of the Company set forth in the
Registration Statement: Attention: Secretary; provided, however, that any notice
to an Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by
mail, telex or facsimile transmission to such Underwriter at its address set
forth in its Underwriters' Questionnaire, or telex constituting such
Questionnaire, which address will be supplied to the Company by the
Representatives upon request.  Any such statements, requests, notices or
agreements shall take effect upon receipt thereof.

     13.  This Agreement and each Pricing Agreement shall be binding upon, and
inure solely to the benefit of, the Underwriters, the Company and, to the extent
provided in Section 8 and Section 10 hereof, the officers and trustees of the
Company and each person who controls the Company or any Underwriter, and their
respective heirs, executors, administrators, successors and assigns, and no
other person shall acquire or have any right under or by virtue of this
Agreement or any such Pricing Agreement.  No purchaser of any of the Shares from
any Underwriter shall be deemed a successor or assign by reason merely of such
purchase.

     14.  Time shall be of the essence of each Pricing Agreement.  As used
herein, "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.

                                       18
<PAGE>

     15.  This Agreement and each Pricing Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

     16.  This Agreement and each Pricing Agreement may be executed by any one
or more of the parties hereto and thereto in any number of counterparts, each of
which shall be deemed to be an original, but all such respective counterparts
shall together constitute one and the same instrument.

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                       19
<PAGE>

     If the foregoing is in accordance with your understanding, please sign and
return to us four counterparts hereof.

                              Very truly yours,

                              FEDERAL REALTY INVESTMENT TRUST

                              By: /s/ NANCY J. HERMAN
                                 ------------------------------
                                  Name:  Nancy J. Herman
                                  Title:  Senior Vice President - General
                                          Counsel and Secretary
Accepted as of the date hereof:

MORGAN STANLEY & CO. INCORPORATED
FIRST UNION SECURITIES, INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH
            INCORPORATED
SALOMON SMITH BARNEY INC.

BY: MORGAN STANLEY & CO. INCORPORATED

By: /s/ HAROLD J. HENDERSHOT III
   ----------------------------------
   Name: /s/ Harold J. Hendershot III
   Title:  Executive Director

For themselves and as Representatives of the other Underwriters named in
Schedule I of Annex I hereto.

                                       20
<PAGE>

                                                                      SCHEDULE A

Indenture dated December 13, 1993, related to the Trust's 7.48% Debentures due
August 15, 2026; 8 7/8% Senior Notes due January 15, 2000; 8% Notes due April
21, 2002; 6 5/8% Notes due 2005; 6.82% Medium Term Notes due August 1, 2027;
6.74% Medium Term Notes due March 10, 2004; and 6.99% Medium Term Notes due
March 10, 2006, filed with the Commission on December 13, 1993 as exhibit 4(a)
to the Trust's Registration Statement on Form S-3, (File No. 33-51029) and
amended on Form S-3 (File No. 33-63687), effective December 4, 1995 is
incorporated herein by reference thereto.

Indenture dated September 1, 1998 related to the Trust's 8.75% Notes due
December 1, 2009 filed as exhibit 4(a) to the Trust's Registration Statement on
Form S-3 (File No. 333-63619) is incorporated herein by reference thereto.

Credit Agreement Dated as of December 19, 1997, and as subsequently amended, by
and among Federal Realty Investment Trust, as Borrower, The Financial
Institutions Party Thereto and Their Assignees Under Section 13.5.(a), as
Lenders, Corestates Bank, N.A., as Syndication Agent, First Union National Bank,
as Administrative Agent and as Arranger, and Wells Fargo Bank, as Documentation
Agent and as Co-Arranger.

Term Loan Agreement, dated as of December 22, 1998, and as subsequently amended,
by and among Federal Realty Investment Trust, as Borrower, the Financial
Institutions Party Thereto and Their Assignees Under Section 13.5.(d), as
Lenders, Commerzbank Aktiengesellschaft, New York Branch as Syndication Agent,
PNC, National Association, as Administrative Agent and Fleet National Bank, as
documentation agent.

Building Loan Agreement among FRIT San Jose Town and Country Village LLC, San
Jose Residential, Inc. and Street Retail, Inc. jointly and severally as
Borrower, Commerzbank AG, New York Branch, Fleet National Bank, Bayerische Hypo-
Und Vereinsbank AG, New York Branch and the Other Lenders named therein.
<PAGE>

                                                                         ANNEX I

                               Pricing Agreement
                               -----------------

                                                                          , 2001

Morgan Stanley & Co. Incorporated
[                              ]
As representatives of the several
Underwriters named in Schedule I hereto
  c/o Morgan Stanley & Co. Incorporated
  1585 Broadway
  New York, New York  10036

Ladies and Gentlemen:

     Federal Realty Investment Trust, a Maryland real estate investment trust
(the "Company"), proposes, subject to the terms and conditions stated herein and
in the Underwriting Agreement, dated           , 2001 (the "Underwriting
Agreement"), between the Company on the one hand and Morgan Stanley & Co.
Incorporated, [                    ] on the other hand, to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the Shares
specified in Schedule II hereto (the "Designated Shares").  Each of the
provisions of the Underwriting Agreement is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that each
representation and warranty which refers to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in relation to the Prospectus (as therein
defined), and also a representation and warranty as of the date of this Pricing
Agreement in relation to the Prospectus as amended or supplemented relating to
the Designated Shares which are the subject of this Pricing Agreement.  Each
reference to the Representatives herein and in the provisions of the
Underwriting Agreement so incorporated by reference shall be deemed to refer to
you.  Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined.  The Representatives designated to
act on behalf of the Representatives and on behalf of each of the Underwriters
of the Designated Shares pursuant to Section 12 of the Underwriting Agreement
and the address of the Representatives referred to in such Section 12 are set
forth at the end of Schedule II hereto.

     An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Shares, in the form
heretofore delivered to you is now proposed to be filed with the Commission.

     Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from
<PAGE>

the Company, at the time and place and at the purchase price to the Underwriters
set forth in Schedule II hereto, the number of Designated Shares set forth
opposite the name of such Underwriter in Schedule I hereto.


               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]





                                      I-2
<PAGE>

     If the foregoing is in accordance with your understanding, please sign and
return to us four counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company.  It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to
the Company for examination upon request, but without warranty on the part of
the Representatives as to the authority of the signers thereof.

                                         Very truly yours,

                                         FEDERAL REALTY INVESTMENT TRUST

                                         By:
                                            -------------------------------
                                            Name:
                                            Title:



Accepted as of the date hereof:

MORGAN STANLEY & CO. INCORPORATED
[                            ]

BY: MORGAN STANLEY & CO. INCORPORATED

By:
   ----------------------------------
   Name:
   Title:

For themselves and as Representatives of the other
Underwriters named in Schedule I hereto.



                                      I-3
<PAGE>

                                   SCHEDULE I


                                                      Number of
                                                  Designated Shares
                 Underwriter                       to be Purchased
                 -----------                      ------------------














   Total
<PAGE>

                                  SCHEDULE II

Title of Designated Shares:

Number of Designated Shares:

Overallotment Option:

Initial Offering Price to Public:

Purchase price per share for Designated Shares:

Liquidation Preference, if applicable:

Specified Funds for Payment of Purchase Price:

Dividend Payment Dates, if applicable:

Redemption provisions, if applicable:

Sinking fund requirements, if applicable:

Names and addresses of Representatives:  Morgan Stanley & Co. Incorporated

Address for Notices, etc.:  c/o Morgan Stanley & Co. Incorporated, 1585
                            Broadway, New York, New York, 10036

Other Terms:

Time of Delivery:

Closing Location:
<PAGE>

                                                                        ANNEX II

     Pursuant to Section 7(e) of the Underwriting Agreement, Arthur Andersen LLP
shall furnish letters to the Underwriters to the effect that (it being
understood that Arthur Andersen LLP shall not be required to address any periods
to April 1, 1999):

                1. They are independent certified public accountants with
        respect to the Company and its subsidiaries within the meaning of the
        Act and the applicable published rules and regulations thereunder;

                2. In their opinion, the financial statements and any
        supplementary financial information and schedules audited (and, if
        applicable, financial forecasts and/or pro forma financial information)
        examined by them and included or incorporated by reference in the
        Registration Statement or the Prospectus comply as to form in all
        material respects with the applicable accounting requirements of the Act
        or the Exchange Act, as applicable, and the related published rules and
        regulations thereunder; and, if applicable, they have made a review in
        accordance with standards established by the American Institute of
        Certified Public Accountants of the consolidated interim financial
        statements, selected financial data, pro forma financial information,
        financial forecasts and/or condensed financial statements derived from
        audited financial statements of the Company for the periods specified in
        such letter, as indicated in their reports thereon, copies of which have
        been furnished to the representatives of the Underwriters (the
        "Representatives");

                3. They have made a review in accordance with standards
        established by the American Institute of Certified Public Accountants of
        the unaudited condensed consolidated statements of income, consolidated
        balance sheets and consolidated statements of cash flows included in the
        Prospectus and/or included in the Company's quarterly report on Form 10-
        Q incorporated by reference into the Prospectus as indicated in their
        reports thereon copies of which are attached hereto; and on the basis of
        specified procedures including inquiries of officials of the Company who
        have responsibility for financial and accounting matters regarding
        whether the unaudited condensed consolidated financial statements
        referred to in paragraph (6)(a)(i) below comply as to form in all
        material respects with the applicable accounting requirements of the Act
        and the Exchange Act and the related published rules and regulations,
        nothing came to their attention that caused them to believe that the
        unaudited condensed consolidated financial statements do not comply as
        to form in all material respects with the applicable accounting
        requirements of the Act and the Exchange Act and the related published
        rules and regulations;

                4. The unaudited selected financial information with respect to
        the consolidated results of operations and financial position of the
        Company for the five most recent fiscal years included in the Prospectus
        and included or incorporated by reference in Item 6 of the Company's
        Annual Report on Form 10-K for the most recent fiscal year agrees with
        the corresponding amounts (after restatement where applicable) in the
        audited consolidated financial statements for five such fiscal years
        which were included

<PAGE>

        or incorporated by reference in the Company's Annual Reports on Form 10-
        K for such fiscal years;

                5. They have compared the information in the Prospectus under
        selected captions with the disclosure requirements of Regulation S-K and
        on the basis of limited procedures specified in such letter nothing came
        to their attention as a result to the foregoing procedures that caused
        them to believe that this information does not conform in all material
        respects with the disclosure requirements of Items 301, 302, 402 and
        503(d), respectively, of Regulation S-K;

                6. On the basis of limited procedures, not constituting an
        examination in accordance with generally accepted auditing standards,
        consisting of a reading of the unaudited financial statements and other
        information referred to below, a reading of the latest available interim
        financial statements of the Company and its subsidiaries, inspection of
        the minute books of the Company and its subsidiaries since the date of
        the latest audited financial statements included or incorporated by
        reference in the Prospectus, inquiries of officials of the Company and
        its subsidiaries responsible for financial and accounting matters and
        such other inquiries and procedures as may be specified in such letter,
        nothing came to their attention that caused them to believe that:

               (a)  (i)  the unaudited condensed consolidated statements of
          income, consolidated balance sheets and consolidated statements of
          cash flows included in the Prospectus and/or included or incorporated
          by reference in the Company's Quarterly Reports on Form 10-Q
          incorporated by reference in the Prospectus do not comply as to form
          in all material respects with the applicable accounting requirements
          of the Exchange Act and the related published rules and regulations or
          (ii) any material modifications should be made to the unaudited
          condensed consolidated statements of income, consolidated balance
          sheets and consolidated statements of cash flows included in the
          Prospectus or included in the Company's Quarterly Reports on Form 10-Q
          incorporated by reference in the Prospectus for them to be in
          conformity with generally accepted accounting principles;

               (b)  any other unaudited income statement data and balance sheet
          items included in the Prospectus do not agree with the corresponding
          items in the unaudited consolidated financial statements from which
          such data and items were derived, and any such unaudited data and
          items were not determined on a basis substantially consistent with the
          basis for the corresponding amounts in the audited consolidated
          financial statements included or incorporated by reference in the
          Company's Annual Report on Form 10-K for the most recent fiscal year;

               (c)  the unaudited financial statements which were not included
          in the Prospectus but from which were derived the unaudited condensed
          financial statements referred to in clause (A) and any unaudited
          income statement data and balance sheet items included in the
          Prospectus and referred to in clause (B) were not determined on a
          basis substantially consistent with the basis for the audited
          financial statements included or incorporated by reference in the
          Company's Annual Report on Form 10-K for the most recent fiscal year;


                                     II-2
<PAGE>

               (d)  any unaudited pro forma consolidated condensed financial
          statements included or incorporated by reference in the Prospectus do
          not comply as to form in all material respects with the applicable
          accounting requirements of the Act and the published rules and
          regulations thereunder or the pro forma adjustments have not been
          properly applied to the historical amounts in the compilation of those
          statements;

               (e)  as of a specified date not more than three days prior to the
          date of such letter, there have been any changes in the consolidated
          capital stock (other than issuances of capital stock upon exercise of
          options and stock appreciation rights, upon earn-outs of performance
          shares and upon conversions of convertible securities, in each case
          which were outstanding on the date of the latest balance sheet
          included or incorporated by reference in the Prospectus) or any
          increase in the consolidated long-term debt of the Company, or any
          decreases in consolidated net current assets or net assets or other
          items specified by the Representatives, or any increases in any items
          specified by the Representatives, in each case as compared with
          amounts shown in the latest balance sheet included or incorporated by
          reference in the Prospectus, except in each case for changes,
          increases or decreases which the Prospectus discloses have occurred or
          may occur or which are described in such letter; and

               (f)  for the period from the date of the latest financial
          statements included or incorporated by reference in the Prospectus to
          the specified date referred to in clause (E) there were any decreases
          in revenue, or in income before gain on sale of real estate and
          extraordinary items or the total or per share amounts of consolidated
          net income or other items specified by the Representatives, or any
          increases in any items specified by the Representatives, in each case
          as compared with the comparable period of the preceding year and with
          any other period of corresponding length specified by the
          Representatives, except in each case for increases or decreases which
          the Prospectus discloses have occurred or may occur or which are
          described in such letter; and

                7. In addition to the audit referred to in their reports
        included or incorporated by reference in the Prospectus and the limited
        procedures, inspection of minute books, inquiries and other procedures
        referred to in paragraphs (iii) and (vi) above, they have carried out
        certain specified procedures, not constituting an audit in accordance
        with generally accepted auditing standards, with respect to certain
        amounts, percentages and financial information specified by the
        Representatives which are derived from the general accounting records of
        the Company and its subsidiaries, which appear in the Prospectus
        (excluding documents incorporated by reference), or in Part II of, or in
        exhibits and schedules to, the Registration Statement specified by the
        Representatives or in documents incorporated by reference in the
        Prospectus specified by the Representatives, and have compared certain
        of such amounts, percentages and financial information with the
        accounting records of the Company and its subsidiaries and have found
        them to be in agreement.


                                     II-3
<PAGE>

        All references in this Annex II to the Prospectus shall be deemed to
refer to the Prospectus (including the documents incorporated by reference
therein) as defined in the Underwriting Agreement as of the date of the letter
delivered on the date of the Pricing Agreement for purposes of such letter and
to the Prospectus as amended or supplemented (including the documents
incorporated by reference therein) in relation to the applicable Designated
Shares for purposes of the letter delivered at the Time of Delivery for such
Designated Shares.


                                     II-4
<PAGE>

                                                                       ANNEX III

Corporations (including Subsidiaries), Partnerships, Limited Liability Companies
         and Joint Ventures of Federal Realty Investment Trust ("FRIT")

FEDERAL REALTY INVESTMENT TRUST
-------------------------------
<TABLE>
<S>                                                                             <C>
FR Associates Limited Partnership ("FR")                                        99%
           Andorra Associates                                                   99% (1% FR)
           Governor Plaza Associates                                            99% (1% FR)
           Shopping Center Associates                                           99% (1% FR)
           Berman Enterprises Ii Limited Partnership                            99% (1% FR)
           Virginia Real Estate Investors Limited Partnership                   99.762% (.238% FR)
FRIT Escondido Promenade, LLC                                                   70%
FRIT Leasing & Development Services, Inc.                                       100% voting stock
Congressional Plaza Associates                                                  55.7065%
FR Pike 7 Limited Partnership (DownREIT)                                        99%
Federal Realty Partners L. P. (Master DownREIT- 576,669 units                   40 units (FRLP Inc.)
           outstanding - 164,952 units have been redeemed)
Federal Realty Partners, Inc.                                                   100% voting stock
Loehmann's Plaza Limited Partnership (DownREIT)                                 1% Gen. Partner Int.
FRLP, Inc.                                                                      100% voting stock
FR Leesburg Plaza, LP (DownREIT-352,500 total units issued)                     214,500 units (LLC)
FR Leesburg Plaza, LLC                                                          100%
FRIT Property Services, Inc. (f/k/a Terranomics Retail                          100% nonvoting stock
           Services, Inc. f/k/a TRS Acquisition, Inc.)
Ravenswood Development Services, Inc.                                           100% nonvoting stock
Federal Realty Management Services, Inc.                                        100% voting stock
FR Federal Plaza, Inc.                                                          100% voting stock
FR Federal Plaza, LLC                                                           100%
Street Retail, Inc.                                                             100% voting stock


STREET RETAIL, INC.
-------------------

SRI Old Town, LLC                                                               100%
Street Retail Forest Hills I, LLC                                               90%
Street Retail Forest Hills II, LLC                                              90%
Street Retail Tempe I, LLC                                                      85%
Street Retail West GP, Inc. ("SRWGP")                                           100% voting stock
           Street Retail West I, L.P.                                           90%  (10%  SRI)
           Street Retail West II, L.P.                                          90%  (10%  SRI)
           Street Retail West 3, L.P.                                           90%  (10%  SRI)
           Street Retail West 4, L.P.                                           90%
           Street Retail West 6, L.P.,                                          90%
</TABLE>
<PAGE>

<TABLE>
<S>                                                                            <C>
           Street Retail West 7, L.P.                                           90%
           Street Retail West 10, L.P.                                          90%

Street Retail San Antonio, LP                                                   .1% SRI San Antonio
                                                                                99.9% SRI Texas
SRI San Antonio, Inc. (f/k/a Dim Sum, Inc.                                      100% voting stock
           f/k/a FR Acquisition Holding Co., Inc.)
SRI Texas, Inc.                                                                 100% voting stock
JS&DB, Inc.                                                                     100% voting stock
SRI Holding Company, Inc.                                                       100% nonvoting stock
Street Retail West 9, L.P.                                                      90%
FRIT San Jose Town and Country Village, LLC                                     75%
San Jose Residential, Inc.                                                      100% nonvoting stock
580 Market, LLC                                                                 100%
Santana Row Services, Inc.                                                      100% voting
Santana Row ROF, Inc.                                                           100% voting
La Rive Gauche San Jose, LLC                                                    37.5%
Straits Santana Row, LLC                                                        90%
</TABLE>

Santana Row Association, a California non-profit mutual benefit corporation

                                     III-2
<PAGE>

                               Pricing Agreement
                               -----------------

                                                            November 19, 2001

Morgan Stanley & Co. Incorporated
First Union Securities, Inc.
Merrill Lynch, Pierce, Fenner & Smith
            Incorporated
Salomon Smith Barney Inc.
As representatives of the several
Underwriters named in Schedule I hereto
  c/o Morgan Stanley & Co. Incorporated
  1585 Broadway
  New York, New York  10036

Ladies and Gentlemen:

     Federal Realty Investment Trust, a Maryland real estate investment trust
(the "Company"), proposes, subject to the terms and conditions stated herein and
in the Underwriting Agreement, dated November 19, 2001 (the "Underwriting
Agreement"), between the Company on the one hand and Morgan Stanley & Co.
Incorporated, First Union Securities, Inc., Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Salomon Smith Barney Inc. on the other hand, to issue and
sell to the Underwriters named in Schedule I hereto (the "Underwriters") the
Shares specified in Schedule II hereto (the "Designated Shares").  Each of the
provisions of the Underwriting Agreement is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that each
representation and warranty which refers to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in relation to the Prospectus (as therein
defined), and also a representation and warranty as of the date of this Pricing
Agreement in relation to the Prospectus as amended or supplemented relating to
the Designated Shares which are the subject of this Pricing Agreement.  Each
reference to the Representatives herein and in the provisions of the
Underwriting Agreement so incorporated by reference shall be deemed to refer to
you.  Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined.  The Representatives designated to
act on behalf of the Underwriters of the Designated Shares pursuant to Section
12 of the Underwriting Agreement and the address of the Representatives referred
to in such Section 12 are set forth at the end of Schedule II hereto.

     An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Shares, in the form
heretofore delivered to you is now proposed to be filed with the Commission.

     Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the
<PAGE>

Underwriters, and each of the Underwriters agrees, severally and not jointly, to
purchase from the Company, at the time and place and at the purchase price to
the Underwriters set forth in Schedule II hereto, the number of Designated
Shares set forth opposite the name of such Underwriter in Schedule I hereto.









               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]









                                       2
<PAGE>

     If the foregoing is in accordance with your understanding, please sign and
return to us four counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company.  It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement Among Underwriters, the form of which shall be submitted to
the Company for examination upon request, but without warranty on the part of
the Representatives as to the authority of the signers thereof.

                                Very truly yours,

                                FEDERAL REALTY INVESTMENT TRUST


                                By: /s/ NANCY J. HERMAN
                                    ----------------------------
                                    Name:  Nancy J. Herman
                                    Title:  Senior Vice President - General
                                            Counsel and Secretary



Accepted as of the date hereof:

MORGAN STANLEY & CO. INCORPORATED
FIRST UNION SECURITIES, INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH
            INCORPORATED
SALOMON SMITH BARNEY INC.

BY: MORGAN STANLEY & CO. INCORPORATED

By: /s/ HAROLD J. HENDERSHOT III
   ---------------------------------
   Name:  Harold J. Hendershot III
   Title:  Executive Director

For themselves and as Representatives of the other
Underwriters named in Schedule I hereto.



                                       3
<PAGE>

                                  SCHEDULE I

<TABLE>
<CAPTION>
                                                                                   Number of
                                                                               Designated Shares
                            Underwriter                                         to be Purchased
                          --------------                                     ---------------------
<S>                                                                             <C>
Morgan Stanley & Co. Incorporated                                                   1,047,500
First Union Securities, Inc.                                                        1,047,500
Merrill Lynch, Pierce, Fenner & Smith                                               1,047,500
               Incorporated
Salomon Smith Barney Inc.                                                           1,047,500
A.G. Edwards & Sons, Inc.                                                              30,000
Banc of America Securities LLC                                                         30,000
Bear, Stearns & Co. Inc.                                                               30,000
CIBC World Markets Corp.                                                               30,000
Dain Rauscher Wessels                                                                  30,000
Deutsche Banc Alex. Brown Inc.                                                         30,000
H&R Block Financial Advisors, Inc.                                                     30,000
HSBC Securities (USA) Inc.                                                             30,000
McDonald Investments Inc., a KeyCorp Company                                           30,000
Prudential Securities Incorporated                                                     30,000
Quick and Reilly                                                                       30,000
Raymond James & Associates, Inc.                                                       30,000
Charles Schwab & Co., Inc.                                                             30,000
Tucker Anthony Incorporated                                                            30,000
U.S. Bancorp Piper Jaffray Inc.                                                        30,000
Wachovia Securities, Inc.                                                              30,000
Wells Fargo Van Kasper, LLC                                                            30,000
Advest Inc.                                                                            15,000
Robert W. Baird & Co. Incorporated                                                     15,000
BB&T Capital Markets, a Division of Scott & Stringfellow                               15,000
William Blair & Co.                                                                    15,000
Davenport & Company LLC                                                                15,000
D.A. Davidson & Co.                                                                    15,000
Fahnestock & Co. Inc.                                                                  15,000
Fifth Third Securities, Inc.                                                           15,000
Gibraltar Securities Co.                                                               15,000
Gruntal & Co., L.L.C.                                                                  15,000
J.J.B. Hilliard, W.L. Lyons, Inc.                                                      15,000
Janney Montgomery Scott LLC                                                            15,000
C.L. King & Associates, Inc.                                                           15,000
McGinn, Smith & Co., Inc.                                                              15,000
Mesirow Financial, Inc.                                                                15,000
Parker/Hunter Incorporated                                                             15,000
Pershing/ a Division of Donaldson, Lufkin & Jenrette                                   15,000
Ryan, Beck & Co. LLC                                                                   15,000
Southwest Securities, Inc.                                                             15,000
Stifel, Nicolaus & Company Incorporated                                                15,000
                                                                                    ---------
   Total                                                                            5,000,000
                                                                                    =========
</TABLE>
<PAGE>

                                  SCHEDULE II


Title of Designated Shares:  8 1/2% Series B Cumulative Redeemable Preferred
                             Shares

Number of Designated Shares:  5,000,000

Overallotment Option:  750,000

Initial Offering Price to Public: $25.00

Purchase price per share for Designated Shares:  $24.2125

Liquidation Preference:  $25.00 per Series B Cumulative Redeemable Preferred
                         Share

Specified Funds for Payment of Purchase Price: Immediately available funds

Dividend Payment Dates:  The last day of January, April, July and October,
                         beginning on January 31, 2002

Redemption provisions:  Except in certain circumstances relating to the
                        preservation of the Company's status as a REIT for
                        federal income tax purposes, the Series B Cumulative
                        Redeemable Preferred Shares will not be redeemable prior
                        to November 27, 2006. On or after November 27, 2006, the
                        Company, at its option upon not less than 30 or more
                        than 60 days' written notice, may redeem the Series B
                        Cumulative Redeemable Preferred Shares, in whole or in
                        part, at any time or from time to time, at a redemption
                        price of $25.00 per share, plus all accumulated and
                        unpaid dividends thereon to the date of redemption.

Sinking fund requirements:  None

Names and addresses of Representatives:  Morgan Stanley & Co. Incorporated,
                                         First Union Securities, Inc., Merrill
                                         Lynch, Pierce, Fenner & Smith
                                         Incorporated and Salomon Smith Barney
                                         Inc.

Address for Notices, etc.:  c/o Morgan Stanley & Co. Incorporated,
                            1585 Broadway, New York, New York, 10036

Other Terms:  None

Time of Delivery:  November 27, 2001

Closing Location:  Sidley Austin Brown & Wood llp, 875 Third Avenue, New York,
                   New York 10022

</TEXT>
</DOCUMENT>
