<DOCUMENT>
<TYPE>EX-1.2
<SEQUENCE>4
<FILENAME>dex12.txt
<DESCRIPTION>PRICING AGREEMENT
<TEXT>
<PAGE>


                                                                     Exhibit 1.2

                                Pricing Agreement

June 6, 2002

FIRST UNION SECURITIES, INC.
As representative of the Underwriter named in Schedule I hereto
7 St. Paul Street
Baltimore, Maryland 21202

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 June 6, 2002 (the "Underwriting Agreement"),
between the Company on the one hand and First Union Securities, Inc. on the
other hand, to issue and sell to the Underwriter named in Schedule I hereto (the
"Underwriter") 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
Pricing Agreement to the same extent as if such provisions had been set forth in
full herein, except that all reference in the Underwriting Agreement to the
"Underwriters" (and all similar reference) shall be deemed to refer to the
Underwriter, mutatis mutandis; 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
Representative herein and to the Representatives 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 Representative designated to
act on behalf of the Underwriter of the Designated Shares pursuant to Section 12
of the Underwriting Agreement and the address of the Representative referred to
in such Section 12 are set forth in Schedule II hereto.

A supplement to the Prospectus 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 the Underwriter, and the Underwriter agrees to purchase from the Company, at
the Time of Delivery and place and at the purchase price to the Underwriter set
forth in Schedule II hereto, the number of Initial Shares

<PAGE>

(as defined in Schedule II hereto) set forth opposite the name of such
Underwriter in Schedule I hereto.

In addition, subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company hereby
grants an option to the Underwriter to purchase up to the number of Option
Shares (as defined in Schedule II hereto) specified in Schedule II hereto at the
place and purchase price to the Underwriter set forth in Schedule II hereto and
at the Option Closing Time specified by the Representative as provided below.
The option hereby granted will expire at 11:59 p.m. (New York City time) on the
30th day after the date of this Pricing Agreement and may be exercised once, in
whole or in part, for the purpose of covering over-allotments which may be made
in connection with the offering and distribution of the Initial Shares upon
notice by the Representative to the Company setting forth the number of Option
Shares as to which the Underwriter is then exercising the option and the Option
Closing Time for such Option Shares. Any such Option Closing Time shall be
determined by the Representative but shall not be later than seven full business
days after the exercise of such option nor in any event prior to the Time of
Delivery. If the option is exercised as to all or any portion of the Option
Shares, the Underwriter will be obligated to purchase such number of Option
Shares then being purchased, and the Company shall be obligated to issue and
sell such Option Shares to the Underwriter, in each case subject to the terms
and conditions set forth herein and in the Underwriting Agreement incorporated
by reference herein.

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

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                       2

<PAGE>

If the foregoing is in accordance with your understanding, please sign and
return this Pricing Agreement to us, and upon acceptance hereof by you, on
behalf of the Underwriter, this Pricing Agreement and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between the Underwriter and the
Company.

                                 Very truly yours,

                                 FEDERAL REALTY INVESTMENT TRUST

                                 By:   /s/ Larry E. Finger
                                    --------------------------------------------
                                    Name:  Larry E. Finger
                                    Title: Senior Vice President - Chief
                                           Financial Officer and Treasurer

Accepted as of the date hereof:

FIRST UNION SECURITIES, INC.

By:   /s/ J. Brit Stephens
   ------------------------------------------------------
                  J. Brit Stephens
        Managing Director - Equity Syndicate

                                       3

<PAGE>

                                   SCHEDULE I

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

First Union Securities, Inc. .........................       1,900,000
                                                             ---------

         Total .......................................       1,900,000
                                                             =========

<PAGE>

                                   SCHEDULE II

Title of Designated Shares:        Common Shares of Beneficial Interest

Number of Designated Shares:       2,185,000 shares.  The Designated Shares
                                   consist of an aggregate of 1,900,000
                                   Designated Shares (the "Initial Shares") that
                                   the Underwriter has agreed to purchase and
                                   that the Company has agreed to sell and an
                                   aggregate of up to 285,000 Designated Shares
                                   (the "Option Shares") that the Underwriter
                                   has the option to purchase from the Company,
                                   all subject to the terms and conditions set
                                   forth in this Pricing Agreement and the
                                   Underwriting Agreement incorporated by
                                   reference herein.

Initial Offering Price to Public   $26.50 per share.
Per Share for Designated Shares

Purchase Price per Share for       $25.9825 per share; provided, however, that
Designated Shares to be Paid by    the purchase price per share for any Option
the Underwriter                    Shares purchased by the Underwriter shall be
                                   reduced by an amount per share equal to the
                                   aggregate amount per share of any dividends
                                   or distributions declared, paid or payable
                                   with respect to the Initial Shares but not
                                   payable with respect to such Option Shares.

Names and addresses of             First Union Securities, Inc.
Representative:                    7 St. Paul Street
                                   Baltimore, Maryland  21202

Address for Notices, etc.:         First Union Securities, Inc.
                                   7 St. Paul Street
                                   Baltimore, Maryland  21202

Time of Delivery:                  9:00 a.m. (New York City time) on June 12,
                                   2002

Place of Delivery of Designated    New York, New York
Shares:

                                       5

<PAGE>

                                  SCHEDULE III

                       List of Persons Subject to Lock-Up

Steven J. Guttman

Donald C. Wood

Larry E. Finger

                                       6

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