Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

| --- | --- |

(a)(1) Financial Statements

Our consolidated financial statements and notes thereto, together with Management’s Report on Internal Control over Financial Reporting and Report of Independent Registered Public Accounting Firm are included as a separate section of this Annual Report on Form 10-K commencing on page F-1.

(2) Financial Statement Schedules

Our financial statement schedules are included in a separate section of this Annual Report on Form 10-K commencing on page F-37.

(3) Exhibits

A list of exhibits to this Annual Report on Form 10-K is set forth on the Exhibit Index immediately preceding such exhibits and is incorporated herein by reference.

(b) See Exhibit Index

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized this 17th day of February, 2010.


Federal Realty Investment Trust

By:		/S/ DONALD C. WOOD
		Donald C. Wood President, Chief Executive Officer and Trustee

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant and in the capacity and on the dates indicated. Each person whose signature appears below hereby constitutes and appoints each of Donald C. Wood and Dawn M. Becker as his or her attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments to this Report and to file same, with exhibits thereto and other documents in connection therewith, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his or her substitutes may do or cause to be done by virtue hereof.


Signature	Title	Date

/S/ DONALD C. WOOD Donald C. Wood	President, Chief Executive Officer and Trustee (Principal Executive Officer)	February 17, 2010

/S/ ANDREW P. BLOCHER Andrew P. Blocher	Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	February 17, 2010

/S/ JOSEPH S. VASSALLUZZO Joseph S. Vassalluzzo	Non-Executive Chairman	February 17, 2010

/S/ JON E. BORTZ Jon Bortz	Trustee	February 17, 2010

/S/ DAVID W. FAEDER David W. Faeder	Trustee	February 17, 2010

/S/ KRISTIN GAMBLE Kristin Gamble	Trustee	February 17, 2010

/S/ GAIL P. STEINEL Gail P. Steinel	Trustee	February 17, 2010

/S/ WARREN M. THOMPSON Warren M. Thompson	Trustee	February 17, 2010

Item 8 and Item 15(a)(1) and (2)

Index to Consolidated Financial Statements and Schedules


Consolidated Financial Statements		Page No.
Management Assessment Report on Internal Control over Financial Reporting		F-2
Report of Independent Registered Public Accounting Firm		F-3
Report of Independent Registered Public Accounting Firm		F-4
Consolidated Balance Sheets		F-5
Consolidated Statements of Operations		F-6
Consolidated Statement of Shareholders’ Equity		F-7
Consolidated Statements of Cash Flows		F-8
Notes to Consolidated Financial Statements		F-9-F-32

Financial Statement Schedules
Schedule III—Summary of Real Estate and Accumulated Depreciation		F-33-F-38
Schedule IV—Mortgage Loans on Real Estate		F-39-F-40

All other schedules have been omitted either because the information is not applicable, not material, or is disclosed in our consolidated financial statements and related notes.

F-1

Management Assessment Report on Internal Control over Financial Reporting

The management of Federal Realty is responsible for establishing and maintaining adequate internal control over financial reporting. Establishing and maintaining internal control over financial reporting is a process designed by, or under the supervision of, our President and Chief Executive Officer and Senior Vice President and Chief Financial Officer, as appropriate, and effected by our employees, including management and our Board of Trustees, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. This process includes policies and procedures that:

	•		pertain to the maintenance of records that accurately and fairly reflect the transactions and dispositions of our assets in reasonable detail;

	•		provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are made only in accordance with the authorization procedures we have established; and

	•		provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of any of our assets in circumstances that could have a material adverse effect on our financial statements.

Management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our internal control over financial reporting will prevent all errors and fraud. In designing and evaluating our control system, management recognized that any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Further, the design of a control system must reflect the fact that there are resource constraints, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, that may affect our operation have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management’s override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management conducted an assessment of the effectiveness of the Trust’s internal control over financial reporting as of December 31, 2009. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on this assessment, management concluded that our internal control over financial reporting is effective, based on those criteria, as of December 31, 2009.

Grant Thornton LLP, the independent registered public accounting firm that audited the Trust’s consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the Trust’s internal control over financial reporting, which appears on page F-3 of this Annual Report on Form 10-K.

F-2

Report of Independent Registered Public Accounting Firm

Trustees and Shareholders of Federal Realty Investment Trust

We have audited Federal Realty Investment Trust (a Maryland real estate investment trust) and subsidiaries’ (the Trust) internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Federal Realty Investment Trust’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Assessment Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on Federal Realty Investment Trust’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Federal Realty Investment Trust and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Federal Realty Investment Trust and subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2009 and our report dated February 17, 2010 expressed an unqualified opinion.

/s/ GRANT THORNTON LLP

McLean, Virginia

February 17, 2010

F-3

Report of Independent Registered Public Accounting Firm

Trustees and Shareholders of Federal Realty Investment Trust

We have audited the accompanying consolidated balance sheets of Federal Realty Investment Trust (a Maryland real estate investment trust) and subsidiaries (the Trust) as of December 31, 2009 and 2008, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2009. Our audits of the basic financial statements included the financial statement schedules listed in the index appearing under Item 15(a) (1) and (2). These financial statements and financial statement schedules are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Trust as of December 31, 2009 and 2008, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Trust’s internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated February 17, 2010 expressed an unqualified opinion.

/s/ GRANT THORNTON LLP

McLean, Virginia

February 17, 2010

F-4

Federal Realty Investment Trust

CONSOLIDATED BALANCE SHEETS


	December 31,
	2009			2008
	(In thousands)
ASSETS
Real estate, at cost
Operating	$	3,626,476		$	3,537,790
Construction-in-progress		132,758			115,189
Assets held for sale		—			20,706

		3,759,234			3,673,685
Less accumulated depreciation and amortization		(938,087	)		(846,258	)

Net real estate		2,821,147			2,827,427
Cash and cash equivalents		135,389			15,223
Accounts and notes receivable, net		72,191			73,688
Mortgage notes receivable, net		48,336			45,780
Investment in real estate partnership		35,633			29,252
Prepaid expenses and other assets		99,265			95,344
Debt issuance costs, net of accumulated amortization of $8,291 and $6,484 respectively		10,348			6,062

TOTAL ASSETS	$	3,222,309		$	3,092,776

LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Mortgages payable	$	539,609		$	389,318
Capital lease obligations		62,275			63,492
Notes payable		261,745			336,391
Senior notes and debentures		930,219			956,584
Accounts payable and accrued expenses		109,061			86,950
Dividends payable		40,800			38,719
Security deposits payable		11,710			11,309
Other liabilities and deferred credits		57,827			63,059

Total liabilities		2,013,246			1,945,822
Commitments and contingencies (Note 8)
Shareholders’ equity
Preferred shares, authorized 15,000,000 shares, $.01 par:
5.417% Series 1 Cumulative Convertible Preferred Shares, (stated at liquidation preference $25 per share), 399,896 shares issued and outstanding		9,997			9,997
Common shares of beneficial interest, $.01 par, 100,000,000 shares authorized, 61,242,050 and 58,985,678 issued and outstanding, respectively		612			590
Additional paid-in capital		1,653,177			1,530,589
Accumulated dividends in excess of net income		(486,449	)		(426,574	)

Total shareholders’ equity of the Trust		1,177,337			1,114,602
Noncontrolling interests		31,726			32,352

Total shareholders’ equity		1,209,063			1,146,954

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	3,222,309		$	3,092,776

The accompanying notes are an integral part of these consolidated statements.

F-5

Federal Realty Investment Trust

CONSOLIDATED STATEMENTS OF OPERATIONS


	Year Ended December 31,
	2009			2008			2007
	(In thousands, except per share data)
REVENUE
Rental income	$	513,220		$	501,627		$	465,394
Other property income		12,856			14,013			12,834
Mortgage interest income		4,943			4,548			4,560

Total revenue		531,019			520,188			482,788

EXPENSES
Rental expenses		108,806			109,718			99,363
Real estate taxes		58,173			55,481			46,783
General and administrative		22,032			26,732			26,581
Litigation provision		16,355			—			—
Depreciation and amortization		115,093			111,022			101,633

Total operating expenses		320,459			302,953			274,360

OPERATING INCOME		210,560			217,235			208,428
Other interest income		1,894			916			921
Interest expense		(108,781	)		(99,163	)		(111,365	)
Early extinguishment of debt		(2,639	)		—			—
Income from real estate partnership		1,322			1,612			1,395

INCOME FROM CONTINUING OPERATIONS		102,356			120,600			99,379
DISCONTINUED OPERATIONS
Income from discontinued operations		218			1,981			6,980
Gain on sale of real estate from discontinued operations		1,298			12,572			94,768

Results from discontinued operations		1,516			14,553			101,748

NET INCOME		103,872			135,153			201,127
Net income attributable to noncontrolling interests		(5,568	)		(5,366	)		(5,590	)

NET INCOME ATTRIBUTABLE TO THE TRUST		98,304			129,787			195,537
Dividends on preferred shares		(541	)		(541	)		(442	)

NET INCOME AVAILABLE FOR COMMON SHAREHOLDERS	$	97,763		$	129,246		$	195,095

EARNINGS PER COMMON SHARE, BASIC
Continuing operations	$	1.60		$	1.94		$	1.66
Discontinued operations		0.03			0.25			1.81

	$	1.63		$	2.19		$	3.47

Weighted average number of common shares, basic		59,704			58,665			56,108

EARNINGS PER COMMON SHARE, DILUTED
Continuing operations	$	1.60		$	1.94		$	1.65
Discontinued operations		0.03			0.25			1.80

	$	1.63		$	2.19		$	3.45

Weighted average number of common shares, diluted		59,830			58,889			56,473

The accompanying notes are an integral part of these consolidated statements.

F-6

Federal Realty Investment Trust

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY


	Shareholders’ Equity of the Trust															Noncontrolling Interests			Total Shareholders’ Equity
	Preferred Shares			Common Shares			Additional Paid-in Capital			Accumulated Dividends In Excess of Net Income			Notes Receivable From the Issuance of Common Shares
	Shares	Amount		Shares	Amount
	(In thousands, except share data)
BALANCE AT DECEMBER 31, 2006	—	$	—	55,320,537	$	553	$	1,252,425		$	(467,369	)	$	(1,531	)	$	22,191		$	806,269
Net income/comprehensive income	—		—	—		—		—			195,537			—			5,590			201,127
Dividends declared to common shareholders	—		—	—		—		—			(135,102	)		—			—			(135,102	)
Dividends declared to preferred shareholders	—		—	—		—		—			(442	)		—			—			(442	)
Distributions declared to noncontrolling interests	—		—	—		—		—			—			—			(6,733	)		(6,733	)
Common shares issued	—		—	2,884,099		29		240,162			—			—			—			240,191
Exercise of stock options	—		—	106,117		1		5,066			—			—			—			5,067
Shares issued under dividend reinvestment plan	—		—	32,615		—		2,821			—			—			—			2,821
Share-based compensation expense, net	—		—	125,541		1		8,039			—			—			—			8,040
Conversion and redemption of OP units	—		—	176,756		2		3,715			—			—			(4,124	)		(407	)
Preferred shares issued	399,896		9,997	—		—		—			—			—			—			9,997
Loans paid	—		—	—		—		—			—			728			—			728
Acquisition of noncontrolling interests	—		—	—		—		—			—			—			(1,421	)		(1,421	)
Contributions by noncontrolling interests	—		—	—		—		—			—			—			16,315			16,315

BALANCE AT DECEMBER 31, 2007	399,896		9,997	58,645,665		586		1,512,228			(407,376	)		(803	)		31,818			1,146,450
Net income/comprehensive income	—		—	—		—		—			129,787			—			5,366			135,153
Dividends declared to common shareholders	—		—	—		—		—			(148,444	)		—			—			(148,444	)
Dividends declared to preferred shareholders	—		—	—		—		—			(541	)		—			—			(541	)
Distributions declared to noncontrolling interests	—		—	—		—		—			—			—			(4,788	)		(4,788	)
Common shares issued	—		—	274		—		19			—			—			—			19
Exercise of stock options	—		—	214,853		2		8,006			—			—			—			8,008
Shares issued under dividend reinvestment plan	—		—	39,343		—		2,755			—			—			—			2,755
Share-based compensation expense, net	—		—	85,543		2		7,776			—			—			—			7,778
Conversion and redemption of OP units	—		—	—				(195	)		—			—			(368	)		(563	)
Loans paid	—		—	—		—		—			—			803			—			803
Contributions by noncontrolling interests	—		—	—		—		—			—			—			324			324

BALANCE AT DECEMBER 31, 2008	399,896		9,997	58,985,678		590		1,530,589			(426,574	)		—			32,352			1,146,954
Net income/comprehensive income	—		—	—		—		—			98,304			—			5,568			103,872
Dividends declared to common shareholders	—		—	—		—		—			(157,638	)		—			—			(157,638	)
Dividends declared to preferred shareholders	—		—	—		—		—			(541	)		—			—			(541	)
Distributions declared to noncontrolling interests	—		—	—		—		—			—			—			(6,139	)		(6,139	)
Common shares issued	—		—	1,995,563		20		109,996			—			—			—			110,016
Exercise of stock options	—		—	126,500		1		2,757			—			—			—			2,758
Shares issued under dividend reinvestment plan	—		—	50,888		—		2,728			—			—			—			2,728
Share-based compensation expense, net	—		—	83,421		1		7,138			—			—			—			7,139
Conversion and redemption of OP units	—		—	—		—		(31	)		—			—			(55	)		(86	)

BALANCE AT DECEMBER 31, 2009	399,896	$	9,997	61,242,050	$	612	$	1,653,177		$	(486,449	)	$	—		$	31,726		$	1,209,063

The accompanying notes are an integral part of these consolidated statements.

F-7

Federal Realty Investment Trust

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Year Ended December 31,
	2009			2008			2007
	(In thousands)
OPERATING ACTIVITIES
Net income	$	103,872		$	135,153		$	201,127
Adjustment to reconcile net income to net cash provided by operating activities
Depreciation and amortization, including discontinued operations		115,093			111,069			105,966
Litigation provision		16,355			—			—
Gain on sale of real estate		(1,298	)		(12,572	)		(94,768	)
Early extinguishment of debt		2,639			—			—
Income from real estate partnership		(1,322	)		(1,612	)		(1,395	)
Other, net		5,265			1,585			(2,267	)
Changes in assets and liabilities net of effects of acquisitions and dispositions:
Decrease (increase) in accounts receivable		7,079			(6,303	)		(6,743	)
(Increase) decrease in prepaid expenses and other assets		(716	)		2,668			3,002
Increase (decrease) in accounts payable and accrued expenses		9,088			(4,329	)		266
Increase in security deposits and other liabilities		710			2,626			9,021

Net cash provided by operating activities		256,765			228,285			214,209

INVESTING ACTIVITIES
Acquisition of real estate		(10,531	)		(99,625	)		(69,487	)
Capital expenditures—development and redevelopment		(76,079	)		(104,196	)		(111,600	)
Capital expenditures—other		(26,000	)		(33,790	)		(25,755	)
Proceeds from sale of real estate		2,122			44,890			83,979
Investment in real estate partnership		(7,020	)		—			(20,427	)
Distribution from real estate partnership in excess of earnings		594			363			967
Leasing costs		(8,924	)		(9,921	)		(9,756	)
(Issuance) repayment of mortgage and other notes receivable, net		(1,503	)		(5,288	)		640

Net cash used in investing activities		(127,341	)		(207,567	)		(151,439	)

FINANCING ACTIVITIES
Net (repayment) borrowings under revolving credit facility, net of costs		(123,500	)		123,500			(98,000	)
Issuance of senior notes, net of costs		147,534			—			—
Purchase and retirement of senior notes/debentures		(175,867	)		(20,800	)		(150,000	)
Issuance of mortgages, capital leases and notes payable, net of costs		526,617			—			199,525
Repayment of mortgages, capital leases and notes payable		(337,221	)		(18,512	)		(7,603	)
Extension fee on term loan		—			(200	)		—
Issuance of common shares		115,502			11,585			170,855
Dividends paid to common and preferred shareholders		(156,100	)		(146,418	)		(131,443	)
Distributions to noncontrolling interests		(6,223	)		(5,341	)		(6,908	)

Net cash used in financing activities		(9,258	)		(56,186	)		(23,574	)

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		120,166			(35,468	)		39,196
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		15,223			50,691			11,495

CASH AND CASH EQUIVALENTS, END OF YEAR	$	135,389		$	15,223		$	50,691

The accompanying notes are an integral part of these consolidated statements.

F-8

Federal Realty Investment Trust

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2009, 2008 and 2007

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business and Organization

Federal Realty Investment Trust (the “Trust”) is an equity real estate investment trust (“REIT”) specializing in the ownership, management and redevelopment of retail and mixed-use properties. Our properties are located primarily in densely populated and affluent communities in strategically selected metropolitan markets in the Mid-Atlantic and Northeast regions of the United States, as well as in California. As of December 31, 2009, we owned or had a majority interest in community and neighborhood shopping centers and mixed-use properties which are operated as 84 predominantly retail real estate projects.

Principles of Consolidation and Estimates

Our consolidated financial statements include the accounts of the Trust, its corporate subsidiaries, and all entities in which the Trust has a controlling interest or has been determined to be the primary beneficiary of a variable interest entity (“VIE”). The equity interests of other investors are reflected as noncontrolling interests. All significant intercompany transactions and balances are eliminated in consolidation. We account for our interests in joint ventures, which we do not control or manage, using the equity method of accounting. Subsequent events have been evaluated through February 17, 2010, which is the date the financial statements were issued.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, referred to as “GAAP,” requires management to make estimates and assumptions that in certain circumstances affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and revenues and expenses. These estimates are prepared using management’s best judgment, after considering past, current and expected events and economic conditions. Actual results could differ from these estimates.

Reclassifications

Certain 2008 and 2007 amounts have been reclassified to conform to current period presentation.

Revenue Recognition and Accounts Receivable

Our leases with tenants are classified as operating leases. Substantially all such leases contain fixed escalations which occur at specified times during the term of the lease. Base rents are recognized on a straight-line basis from when the tenant controls the space through the term of the related lease, net of valuation adjustments, based on management’s assessment of credit, collection and other business risk. Percentage rents, which represent additional rents based upon the level of sales achieved by certain tenants, are recognized at the end of the lease year or earlier if we have determined the required sales level is achieved and the percentage rents are collectible. Real estate tax and other cost reimbursements are recognized on an accrual basis over the periods in which the related expenditures are incurred. For a tenant to terminate its lease agreement prior to the end of the agreed term, we may require that they pay a fee to cancel the lease agreement. Lease termination fees for which the tenant has relinquished control of the space are generally recognized on the termination date. When a lease is terminated early but the tenant continues to control the space under a modified lease agreement, the lease termination fee is generally recognized evenly over the remaining term of the modified lease agreement.

F-9

We make estimates of the collectability of our accounts receivable related to minimum rents, straight-line rents, expense reimbursements and other revenue. Accounts receivable is carried net of this allowance for doubtful accounts. Our determination as to the collectability of accounts receivable and correspondingly, the adequacy of this allowance, is based primarily upon evaluations of individual receivables, current economic conditions, historical experience and other relevant factors. The allowance for doubtful accounts is increased or decreased through bad debt expense. In some cases, primarily relating to straight-line rents, the collection of these amounts extends beyond one year. Our experience relative to unbilled straight-line rents is that a portion of the amounts otherwise recognizable as revenue is never billed to or collected from tenants due to early lease terminations, lease modifications, bankruptcies and other factors. Accordingly, the extended collection period for straight-line rents along with our evaluation of tenant credit risk may result in the nonrecognition of a portion of straight-line rental income until the collection of such income is reasonably assured. If our evaluation of tenant credit risk changes indicating more straight-line revenue is reasonably collectible than previously estimated and realized, the additional straight-line rental income is recognized as revenue. If our evaluation of tenant credit risk changes indicating a portion of realized straight-line rental income is no longer collectible, a reserve and bad debt expense is recorded. At December 31, 2009 and 2008, accounts receivable include approximately $41.8 million and $37.2 million, respectively, related to straight-line rents. At December 31, 2009 and 2008, our allowance for doubtful accounts was $16.1 million and $11.8 million, respectively.

Real Estate

Land, buildings and improvements are recorded at cost. Depreciation is computed using the straight-line method. Estimated useful lives range generally from 35 years to a maximum of 50 years on buildings and major improvements. Minor improvements, furniture and equipment are capitalized and depreciated over useful lives ranging from 3 to 20 years. Maintenance and repairs that do not improve or extend the useful lives of the related assets are charged to operations as incurred. Tenant improvements are capitalized and depreciated over the life of the related lease or their estimated useful life, whichever is shorter. If a tenant vacates its space prior to contractual termination of its lease, the undepreciated balance of any tenant improvements are written off if they are replaced or have no future value. In 2009, 2008 and 2007, real estate depreciation expense was $103.7 million, $101.3 million and $96.5 million, respectively, including amounts from discontinued operations and assets under capital lease obligations.

Sales of real estate are recognized only when sufficient down payments have been obtained, possession and other attributes of ownership have been transferred to the buyer and we have no significant continuing involvement. The application of this criteria can be complex and requires us to make assumptions. We believe this criteria was met for all real estate sold during 2009, 2008 and 2007.

Our methodology of allocating the cost of acquisitions to assets acquired and liabilities assumed is based on estimated fair values, replacement cost and appraised values. When we acquire operating real estate properties, the purchase price is allocated to land and buildings, intangibles such as in-place leases, and to current assets and liabilities acquired, if any. The value allocated to in-place leases is amortized over the related lease term and reflected as rental income in the statement of operations. If the value of below market lease intangibles includes renewal option periods, we include such renewal periods in the amortization period utilized. If a tenant vacates its space prior to contractual termination of its lease, the unamortized balance of any in-place lease value is written off to rental income.

When applicable, as lessee, we classify our leases of land and building as operating or capital leases. We are required to use judgment and make estimates in determining the lease term, the estimated economic life of the property and the interest rate to be used in determining whether or not the lease meets the qualification of a capital lease and is recorded as an asset.

We capitalize certain costs related to the development and redevelopment of real estate including pre-construction costs, real estate taxes, insurance, construction costs and salaries and related costs of personnel directly involved. Additionally, we capitalize interest costs related to development and redevelopment activities.

F-10

Capitalization of these costs begin when the activities and related expenditures commence and cease when the project is substantially complete and ready for its intended use at which time the project is placed in service and depreciation commences. Additionally, we make estimates as to the probability of certain development and redevelopment projects being completed. If we determine the development or redevelopment is no longer probable of completion, we expense all capitalized costs which are not recoverable.

We review for impairment on a property by property basis. Impairment is recognized on properties held for use when the expected undiscounted cash flows for a property are less than its carrying amount at which time the property is written-down to fair value. Properties held for sale are recorded at the lower of the carrying amount or the expected sales price less costs to sell. The sale or disposal of a “component of an entity” is treated as discontinued operations. The operating properties sold by us typically meet the definition of a component of an entity and as such the revenues and expenses associated with sold properties are reclassified to discontinued operations for all periods presented.

Cash and Cash Equivalents

We define cash and cash equivalents as cash on hand, demand deposits with financial institutions and short term liquid investments with an initial maturity under three months. Cash balances in individual banks may exceed the federally insured limit of $250,000 by the Federal Deposit Insurance Corporation (the “FDIC”). At December 31, 2009, we had $131.8 million in excess of the FDIC insured limit.

Prepaid Expenses and Other Assets

Prepaid expenses and other assets consist primarily of lease costs, prepaid property taxes and acquired above market leases. Capitalized lease costs are direct costs incurred which were essential to originate a lease and would not have been incurred had the leasing transaction not taken place and include third party commissions and salaries and related costs of personnel directly related to time spent obtaining a lease. Capitalized lease costs are amortized over the life of the related lease. If a tenant vacates its space prior to the contractual termination of its lease, the unamortized balance of any lease costs are written off. Other assets also include the premiums paid for split dollar life insurance covering several officers and former officers which were approximately $4.6 million at December 31, 2009 and 2008.

Debt Issuance Costs

Costs related to the issuance of debt instruments are capitalized and are amortized as interest expense over the estimated life of the related issue using the straight-line method which approximates the effective interest method. If a debt instrument is paid off prior to its original maturity date, the unamortized balance of debt issuance costs are written off to interest expense or, if significant, included in “early extinguishment of debt.”

Derivative Instruments

As of December 31, 2009 and 2008, we had no outstanding hedging instruments. At times, we may use derivative instruments to manage exposure to variable interest rate risk. We generally enter into interest rate swaps to manage our exposure to variable interest rate risk and treasury locks to manage the risk of interest rates rising prior to the issuance of debt. We enter into derivative instruments that qualify as cash flow hedges and do not enter into derivative instruments for speculative purposes.

Our cash flow hedges are recorded at fair value. We assess effectiveness of our cash flow hedges both at inception and on an ongoing basis. The effective portion of changes in fair value of our cash flow hedges is recorded in other comprehensive income, and the ineffective portion of changes in fair value of our cash flow hedges is recognized in earnings in the period affected. In February 2008, we entered into interest swap agreements to fix the variable portion of our $200 million term loan at a combined fixed rate of 2.789% through

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November 6, 2008. Both swaps were designated and qualified as cash flow hedges and were recorded at fair value until the swaps ended on November 6, 2008. Hedge ineffectiveness did not have a significant impact on earnings in 2009, 2008 and 2007, and we do not anticipate it will have a significant effect in the future.

Mortgage Notes Receivable

We have made certain mortgage loans that, because of their nature, qualify as loan receivables. At the time the loans were made, we did not intend for the arrangement to be anything other than a financing and did not contemplate a real estate investment. We evaluate each investment to determine whether the loan arrangement qualifies as a loan, joint venture or real estate investment and the appropriate accounting thereon. Such determination affects our balance sheet classification of these investments and the recognition of interest income derived therefrom. On some of the loans we receive additional interest, however, we never receive in excess of 50% of the residual profit in the project, and because the borrower has either a substantial investment in the project or has guaranteed all or a portion of our loan (or a combination thereof), the loans qualify for loan accounting. The amounts under these arrangements are presented as mortgage notes receivable at December 31, 2009 and 2008.

Share Based Compensation

We grant share based compensation awards to employees and trustees typically in the form of options, commons shares, and restricted common shares. We measure stock based compensation expense based on the grant date fair value of the award and recognize the expense ratably over the vesting period. See Note 14 for further discussion regarding our share based compensation plans and policies.

Variable Interest Entities

Certain entities that do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties or in which equity investors do not have the characteristics of a controlling financial interest qualify as VIEs. VIEs are required to be consolidated by their primary beneficiary. The primary beneficiary of a VIE is determined to be the party that absorbs a majority of the entity’s expected losses, receives a majority of its expected returns, or both. We have evaluated our investments in certain joint ventures including our real estate partnership with affiliates of a discretionary fund created and advised by ING Clarion Partners and determined that these joint ventures do not meet the requirements of a variable interest entity and, therefore, consolidation of these ventures is not required. These investments are accounted for using the equity method. We have also evaluated our mortgage loans receivable and determined that they are not VIEs. Our investment balances from our real estate partnership and mortgage notes receivable are presented separately in our consolidated balance sheets.

On October 16, 2006, we acquired the leasehold interest in Melville Mall under a 20 year master lease. Additionally, we loaned the owner of Melville Mall $34.2 million secured by a second mortgage on the property. We have an option to purchase the shopping center on or after October 16, 2021 for a price of $5.0 million plus the assumption of the first mortgage and repayment of the second mortgage. We have determined that this property is held in a variable interest entity for which we are the primary beneficiary. Accordingly, beginning October 16, 2006, we consolidated this property and its operations. As of December 31, 2009 and 2008, $23.4 million and $24.0 million, respectively, are included in mortgages payable (net of unamortized discounts) for the mortgage loan secured by Melville Mall, however, the loan is not our legal obligation. At December 31, 2009 and 2008, net real estate assets related to Melville Mall included in our consolidated balance sheet are approximately $65.6 million and $66.5 million, respectively.

In conjunction with the acquisitions of several of our properties, we entered into Reverse Section 1031 like-kind exchange agreements with a third party intermediary. The exchange agreements are for a maximum of 180 days and allow us, for tax purposes, to defer gains on sale of other properties sold within this period. Until the earlier

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of termination of the exchange agreements or 180 days after the respective acquisition dates, the third party intermediary is the legal owner of each property, although we control each property and retain all of the economic benefits and risks associated with the property. Each property is held by a third party intermediary in a variable interest entity for which we are the primary beneficiary. Accordingly, we consolidate these properties and their operations even during the period they are held by a third party intermediary.

From May 30, 2007 to October 11, 2007, a third party intermediary was the legal owner of Shoppers’ World, but we controlled the property and retained all of the economic benefit and risk associated with the property. Accordingly, we consolidated the property and its operations beginning May 30, 2007.

From May 30, 2008 to November 25, 2008, a third party intermediary was the legal owner of Del Mar Village, but we controlled the property and retained all of the economic benefit and risk associated with the property. Accordingly, we consolidated the property and its operations beginning May 30, 2008.

From July 11, 2008 to January 7, 2009, with the acquisition of 7015 & 7045 Beracasa Way and September 4, 2008 to March 2, 2009, with the acquisition of Courtyard Shops, a third party intermediary was the legal owner of the respective property. Since we controlled both properties and retained all economic benefits and risks associated with the properties, we consolidated the properties and their operations effective on July 11, 2008 for 7015 & 7045 Beracasa Way and September 4, 2008 for Courtyard Shops. Quantitative information regarding significant assets and liabilities of these variable interest entities is included in Note 2 and Note 6 of these consolidated financial statements.

Income Taxes

We operate in a manner intended to enable us to qualify as a REIT for federal income tax purposes. A REIT that distributes at least 90% of its taxable income to its shareholders each year and meets certain other conditions is not taxed on that portion of its taxable income which is distributed to its shareholders. Therefore, federal income taxes on our taxable income have been and are generally expected to be immaterial. We are obligated to pay state taxes, generally consisting of franchise or gross receipts taxes in certain states. Such state taxes also have not been material.

We have elected to treat certain of our subsidiaries as taxable REIT subsidiaries, which we refer to as a TRS. In general, a TRS may engage in any real estate business and certain non-real estate businesses, subject to certain limitations under the Internal Revenue Code of 1986, as amended (the “Code”). A TRS is subject to federal and state income taxes. Other than the sales of condominiums at Santana Row, which occurred between August 2005 and August 2006, our TRS activities have not been material.

With few exceptions, we are no longer subject to U.S. federal, state, and local tax examinations by tax authorities for years before 2005. As of December 31, 2009 and 2008, we had no material unrecognized tax benefits. While we currently have no material unrecognized tax benefits, as a policy, we recognize penalties and interest accrued related to unrecognized tax benefits as income tax expense.

Segment Information

Our primary business is the ownership, management, and redevelopment of retail and mixed use properties. We review operating and financial information for each property on an individual basis and therefore, each property represents an individual operating segment. We evaluate financial performance using property operating income, which consists of rental income, other property income and mortgage interest income, less rental expenses and real estate taxes. No individual property constitutes more than 10% of our revenues or property operating income and we have no operations outside of the United States of America. Therefore, we have aggregated our properties into one reportable segment as the properties share similar long-term economic characteristics and have other similarities including the fact that they are operated using consistent business strategies, are typically located in major metropolitan areas, and have similar tenant mixes.

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FASB Accounting Standards Codification

In June 2009, the Financial Accounting Standards Board (“FASB”) issued new accounting requirements, which make the FASB Accounting Standards Codification (“Codification”) the single source of authoritative literature for U.S. accounting and reporting standards. The Codification is not meant to change existing GAAP but rather provide a single source for all literature. We adopted the standard during the quarter ended September 30, 2009, which required us to change certain disclosures in our financial statements to reflect Codification or “plain English” references rather than references to FASB Statements, Staff Positions or Emerging Issues Task Force Abstracts. The adoption of this requirement impacted certain disclosures in the financial statement but did not have an impact on our consolidated financial position, results of operations, or cash flows.

Recently Adopted Accounting Pronouncements

Effective January 1, 2009, we adopted a new accounting standard that broadens and clarifies the definition of a business, which will result in significantly more of our acquisitions being treated as business combinations rather than asset acquisitions. The new requirement is effective for business combinations for which the acquisition date is on or after January 1, 2009, and therefore, will only impact prospective acquisitions with no change to the accounting for acquisitions completed prior to or on December 31, 2008. The new standard requires us to expense all acquisition related transaction costs as incurred which could include broker fees, transfer taxes, legal, accounting, valuation, and other professional and consulting fees. For acquisitions prior to January 1, 2009, these costs were capitalized as part of the acquisition cost. While the adoption did not have a material impact on our financial statements for 2009, the impact to our future consolidated financial statements will vary significantly depending on the timing and number of acquisitions or potential acquisitions, size of the acquisitions, and location of the acquisitions. Based on acquisitions in the past several years, transaction costs for single asset acquisitions typically ranged from $0.1 million to $1.0 million with significantly higher transaction costs for an acquisition of a larger portfolio. The new standard includes several other changes to the accounting for business combinations including requiring contingent consideration to be measured at fair value at acquisition and subsequently remeasured through the income statement if accounted for as a liability as the fair value changes, any adjustments during the purchase price allocation period to be “pushed back” to the acquisition date with prior periods being adjusted for any changes, and the business combination to be accounted for on the acquisition date or the date control is obtained. During 2008, we expensed all acquisition related costs for acquisitions which did not close prior to December 31, 2008.

Effective January 1, 2009, we adopted a new accounting standard that significantly changes the accounting and reporting of minority interests in the consolidated financial statements and requires a noncontrolling interest, which was previously referred to as a minority interest, to be recognized as a component of equity rather than included in the mezzanine section of the balance sheet where it was previously presented. On January 1, 2009, we reclassified $32.4 million from the mezzanine section of the balance sheet to shareholders’ equity. The terminology “minority interest” has been changed to “noncontrolling interest”. The “minority interest” caption on the statement of operations is now reflected as “net income attributable to noncontrolling interests” and shown after consolidated net income. This is a presentation only change for minority interest on both the balance sheet and statement of operations and has no impact to total liabilities and shareholders’ equity, net income available to common shareholders, or earnings per share (“EPS”). The statement also requires the recognition of 100% of the fair value of assets acquired and liabilities assumed in acquisitions of less than 100% controlling interest with subsequent acquisitions of the noncontrolling interest recorded as equity transactions. The new accounting standard was adopted effective January 1, 2009 and has been applied prospectively except for the presentation changes to the balance sheet and statement of operations which have been applied retrospectively in the 2008 and 2007 consolidated financial statements. While there was no additional impact on the consolidated financial statements during 2009, the impact on our future consolidated financial statements will vary depending on the level of transactions with entities involving noncontrolling interests.

Effective January 1, 2009, we adopted a new accounting standard that requires enhanced disclosures about an entity’s derivative instruments and hedging activities. The adoption did not have an impact on our consolidated financial statements as we currently have no derivative instruments outstanding.

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Effective January 1, 2009, we adopted a new accounting standard which impacts the treatment of unvested share-based payment awards in the EPS calculation. The impact of the adoption on our consolidated financial statements is further discussed in Note 16 to these consolidated financial statements.

Effective January 1, 2009, we adopted a new accounting standard which clarifies the accounting for certain transactions and impairment considerations involving equity method investments. The new accounting standard clarifies that equity method investments should initially be measured at cost, the issuance of shares by the investee would result in a gain or loss on issuance of shares reflected in the income statement of the equity investor, and that a loss in value of an equity investment which is other than a temporary decline should be recognized. The standard was effective on a prospective basis beginning on January 1, 2009, and did not have a material impact on our financial position, results of operations, or cash flows.

During the quarter ended June 30, 2009, we adopted a new accounting standard which requires disclosure regarding the fair value of financial instruments for interim reporting. The adoption resulted in additional disclosure in our quarterly financial statements.

During the quarter ended June 30, 2009, we adopted a new accounting standard which establishes general standards of accounting and disclosure of events that occur after the balance sheet date but before the financial statements are issued or available to be issued and requires disclosure of the date through which subsequent events have been evaluated. We have added disclosure in this Note 1 under “Principles of Consolidation and Estimates” regarding the date through which we have evaluated subsequent events.

Recently Issued Accounting Pronouncements

In June 2009, the FASB issued a new accounting standard which provides certain changes to the evaluation of a VIE including requiring a qualitative rather than quantitative analysis to determine the primary beneficiary of a VIE, continuous assessments of whether an enterprise is the primary beneficiary of a VIE, and enhanced disclosures about an enterprise’s involvement with a VIE. The standard is effective January 1, 2010, and is applicable to all entities in which an enterprise has a variable interest. We are currently evaluating the impact this standard will have on our consolidated financial statements.

Consolidated Statements of Cash Flows – Supplemental Disclosures

The following table provides additional information related to the consolidated statements of cash flows:


		2009			2008			2007
	(In thousands)
SUPPLEMENTAL DISCLOSURES:
Total interest costs incurred		$	114,330		$	104,464		$	125,259
Interest capitalized			(5,549	)		(5,301	)		(7,865	)
Interest expense related to discontinued operations			—			—			(6,029	)

Interest expense		$	108,781		$	99,163		$	111,365

Cash paid for interest, net of amounts capitalized		$	102,106		$	95,897		$	117,125

Cash paid for income taxes		$	324		$	444		$	1,427

NON-CASH INVESTING AND FINANCING TRANSACTIONS:
Acquisition of real estate through exchange transaction		$	(30,100	)	$	—		$	—
Proceeds from sale of real estate through exchange transaction		$	(25,100	)	$	—		$	—
Liability assumed through exchange transaction		$	5,000		$	—		$	—
Mortgage loans assumed with acquisitions		$	—		$	32,452		$	79,987
Extinguishment of capital lease obligations		$	—		$	11,545		$	76,449
Note payable issued with acquisitions		$	—		$	2,221		$	—
Common shares issued with acquisitions		$	—		$	—		$	77,957
DownREIT operating partnership units issued with acquisitions		$	—		$	—		$	16,358
Preferred shares issued with acquisitions		$	—		$	—		$	9,997

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Capitalized lease costs are direct costs incurred which were essential to originate a lease and would not have been incurred had the leasing transaction not taken place. These costs include third party commissions and salaries and personnel costs related to obtaining a lease. Capitalized lease costs are amortized over the initial term of the related lease which generally ranges from three to ten years. We view these lease costs as part of the up-front initial investment we made in order to generate a long-term cash inflow and therefore, we classify cash outflows related to leasing costs as an investing activity in our consolidated statements of cash flows.

NOTE 2. REAL ESTATE

A summary of our real estate investments and related encumbrances is as follows:


		Cost		Accumulated Depreciation and Amortization			Encumbrances
	(In thousands)
December 31, 2009
Retail and mixed-use properties		$	3,615,514	$	(899,120	)	$	515,729
Retail properties under capital leases			115,813		(29,261	)		62,275
Residential			27,907		(9,706	)		23,880

		$	3,759,234	$	(938,087	)	$	601,884

December 31, 2008
Retail and mixed-use properties		$	3,530,539	$	(811,636	)	$	389,318
Retail properties under capital leases			115,784		(25,556	)		63,492
Residential			27,362		(9,066	)		—

		$	3,673,685	$	(846,258	)	$	452,810

Retail and mixed-use properties includes the residential portion of Santana Row and Bethesda Row. The residential property investments are comprised of our investments in Rollingwood Apartments and Crest Apartments at Congressional Plaza.

2009 Significant Acquisitions and Dispositions

On June 26, 2009, one of our tenants acquired from us our fee interest in a land parcel in White Marsh, Maryland, that was subject to a long-term ground lease. The ground lease included an option for the tenant to purchase the fee interest. The sales price was $2.1 million and resulted in a gain of $0.4 million.

On October 16, 2009, we acquired 16.6 acres of riverfront property at Assembly Square in Somerville, Massachusetts, for use in future development, in exchange for the sale of 12.4 acres of adjacent inland land, $3 million in cash, and the assumption of a $5 million liability. The purchase price of the riverfront parcel was determined to be $33.1 million based on current fair value calculations. The sale of the inland land resulted in no gain or loss on sale as the fair value of the consideration exchanged equaled the cost basis of the land sold. The land we acquired is included in “construction–in-progress” in the accompanying consolidated balance sheet as of December 31, 2009 and the historical basis in the land we sold in 2009 is classified as “assets held for sale” in the accompanying consolidated balance sheet as of December 31, 2008.

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2008 Significant Acquisitions and Dispositions

A summary of our significant acquisitions in 2008 is as follows:


Date	Property	City, State	Gross Leasable Area	Purchase Price
			(In square feet)	(In millions)
May 30	Del Mar Village	Boca Raton, FL	154,000	$	41.7	(1)
July 11	7015 & 7045 Beracasa Way	Boca Raton, FL	24,000		6.7	(2)
July 16	Chelsea Commons Phase II	Chelsea, MA	26,000		8.0	(3)
September 4	Courtyard Shops	Wellington, FL	127,000		37.9	(4)
September 25 and 30	Bethesda Row	Bethesda, MD	N/A		38.8	(5)

		Total	331,000	$	133.1

(1)	Approximately $1.7 million and $7.4 million of the net assets acquired were allocated to other assets for “above market leases” and liabilities for “below market leases,” respectively.

(2)	Approximately $0.2 million of the net assets acquired were allocated to other assets for “above market leases”. The two buildings acquired are adjacent to our Del Mar Village shopping center.

(3)	Approximately $0.2 million and $0.3 million of the net assets acquired were allocated to other assets for “above market leases” and liabilities for “below market leases,” respectively. This property includes four pad sites that are adjacent to our Chelsea Commons property.

(4)	Approximately $0.6 million and $1.0 million of the net assets acquired were allocated to other assets for “above market leases” and liabilities for “below market leases,” respectively.

(5)

On September 25 and 30, 2008, we completed exchange transactions whereby we sold our fee interest in four land parcels that were subject to long-term ground leases with tenants and acquired the fee interest in two land parcels under our Bethesda Row property. Prior to the transactions, the land parcels at Bethesda Row were encumbered by capital lease obligations which were extinguished as part of the transactions. The transactions were completed as 1031 tax deferred exchange transactions and involved net cash paid to us of $23.2 million.

A summary of our significant dispositions in 2008 is as follows:


Sale Date	Property	Location	Year Acquired or Built	Gross Leasable Area		Sales Price		Gain
				(In square feet)		(In millions)
September 25 and 30	Four Land Parcels:(1)					$	38.8	$	0.9
	The Shoppes at Nottingham Square	White Marsh, MD	2007	134,000
	White Marsh Other	White Marsh, MD	2007	N/A	(2)
	White Marsh Other	White Marsh, MD	2007	3,000
	North Dartmouth	North Dartmouth, MA	2006	135,000
December 29	Greenwich Avenue	Greenwich, CT	1995	7,000			7.2		5.2	(3)

		Total		279,000		$	46.0	$	6.1

(1)

On September 25 and 30, 2008, we completed exchange transactions whereby we sold our fee interest in four land parcels that were subject to long-term ground leases with tenants and acquired the fee interest in two land parcels under our Bethesda Row property. Three of the land parcels we sold were in White Marsh, MD, and one parcel was in North Dartmouth, MA. The transactions were completed as 1031 tax deferred exchange transactions and involved net cash paid to us of $23.2 million.

(2)	This land parcel was subject to a ground lease covering 50,000 square feet of office space not included in our gross leasable area.

(3)	We sold one of two retail buildings located in Greenwich, CT.

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NOTE 3. MORTGAGE NOTES RECEIVABLE

At December 31, 2009 and 2008, we had mortgage notes receivable with an aggregate carrying amount of $48.3 million and $45.8 million, respectively, which are net of a valuation allowance of $3.7 million and $4.2 million, respectively. At December 31, 2009 and 2008, our mortgages (excluding mortgages in default at the balance sheet date as further discussed below) had a weighted average interest rate of 9.9%. Interest income is accrued as earned. Under the terms of certain of these mortgages, we receive additional interest based upon the gross income of the secured properties and upon sale, share in the appreciation of the properties.

On November 5, 2008, we entered into an agreement to loan a third party up to $7.3 million which, along with accrued interest, is secured by a first priority lien on one property and a second priority lien on another property. At December 31, 2009, approximately $7.4 million, including accrued and unpaid interest was outstanding. The loan had an initial term of one year and bore interest at LIBOR plus 725 basis points at a minimum of 10.0%, with two one-year extension options. Interest was due monthly in arrears and was payable out of net cash flow from the two properties. Any unpaid interest was due at maturity. The borrower failed to timely exercise its notice to extend the loan and consequently, the loan matured on November 4, 2009. Subsequent to the loan maturing, we placed the borrower in default and have filed foreclosure proceedings. If we foreclose on the properties, we believe the fair value of the properties is in excess of the value of our mortgage note receivable plus the outstanding amount of the first lien on the one property. Due to the status of the loan, we ceased recording interest income on the loan during 2009.

NOTE 4. REAL ESTATE PARTNERSHIP

We have a joint venture arrangement (the “Partnership”) with affiliates of a discretionary fund created and advised by ING Clarion Partners (“Clarion”). We own 30% of the equity in the Partnership and Clarion owns 70%. We hold a general partnership interest, however, Clarion has substantive participating rights and we cannot make significant decisions without Clarion’s approval. Accordingly, we account for our interest in the Partnership using the equity method. As of December 31, 2009, the Partnership owned seven retail real estate properties. We are the manager of the Partnership and its properties, earning fees for acquisitions, dispositions, management, leasing, and financing. Intercompany profit generated from the fees is eliminated in consolidation. We also have the opportunity to receive performance-based earnings through our Partnership interest. The Partnership is subject to a buy-sell provision which is customary for real estate joint venture agreements and the industry. Either partner may initiate these provisions at any time, which could result in either the sale of our interest or the use of available cash or borrowings to acquire Clarion’s interest. As of December 31, 2009, we have made total contributions of $41.8 million and received total distributions of $8.3 million. The following tables provide summarized operating results and the financial position of the Partnership:


	Year Ended December 31,
	2009		2008		2007
	(In thousands)
OPERATING RESULTS
Revenue	$	19,109	$	19,111	$	17,566
Expenses
Other operating expenses		6,019		5,185		4,478
Depreciation and amortization		4,998		4,792		4,471
Interest expense		4,430		4,537		4,478

Total expenses		15,447		14,514		13,427

Net income	$	3,662	$	4,597	$	4,139

Our share of net income from real estate partnership	$	1,322	$	1,612	$	1,395

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	December 31,
	2009		2008
	(In thousands)
BALANCE SHEETS
Real estate, net	$	183,757	$	187,910
Cash		2,959		2,604
Other assets		6,853		7,066

Total assets	$	193,569	$	197,580

Mortgages payable	$	57,780	$	81,365
Other liabilities		6,101		7,363
Partners’ capital		129,688		108,852

Total liabilities and partners’ capital	$	193,569	$	197,580

Our share of unconsolidated debt	$	17,334	$	24,410

Our investment in real estate partnership	$	35,633	$	29,252

On December 1, 2009, the Partnership repaid $23.4 million of mortgage loans secured by two properties on their maturity dates. Both partners made additional capital contributions totaling $23.4 million to repay the mortgage loans, of which our contribution was $7.0 million.

NOTE 5. ACQUIRED IN-PLACE LEASES

Acquired above market leases are included in prepaid expenses and other assets and had a balance of $18.4 million and $19.1 million and accumulated amortization of $8.3 million and $6.6 million at December 31, 2009 and 2008, respectively. Acquired below market leases are included in other liabilities and deferred credits and had a balance of $52.8 million and $53.1 million and accumulated amortization of $20.5 million and $16.6 million at December 31, 2009 and 2008, respectively. The value allocated to in-place leases is amortized over the related lease term and reflected as additional rental income for below market leases or a reduction of rental income for above market leases in the statement of operations. Rental income included net amortization from acquired in-place leases of $1.7 million, $2.2 million and $2.9 million in 2009, 2008 and 2007, respectively. The remaining weighted-average amortization period as of December 31, 2009, is 8.6 years and 14.9 years for above market leases and below market leases, respectively.

The amortization for acquired in-place leases during the next five years and thereafter, assuming no early lease terminations, is as follows:


	Above Market Leases		Below Market Leases
	(In thousands)
Year ending December 31,
2010	$	1,805	$	3,431
2011		1,477		3,093
2012		1,139		2,798
2013		873		2,389
2014		816		1,810
Thereafter		3,916		18,762

	$	10,026	$	32,283

F-19

NOTE 6. DEBT

The following is a summary of our total debt outstanding as of December 31, 2009 and 2008:


	Principal Balance as of December 31,						Stated Interest Rate as of December 31, 2009		Stated Maturity Date
Description of Debt	2009			2008
	(Dollars in thousands)
Mortgages payable
Mercer Mall	$	—		$	4,370		8.375	%	April 1, 2009
Federal Plaza		32,536			33,128		6.750	%	June 1, 2011
Tysons Station		5,898			6,070		7.400	%	September 1, 2011
Courtyard Shops		7,518			7,731		6.870	%	July 1, 2012
Bethesda Row		19,995			19,996		5.370	%	January 1, 2013
Bethesda Row		4,304			4,437		5.050	%	February 1, 2013
White Marsh Plaza		9,859			10,122		6.040	%	April 1, 2013
Crow Canyon		20,816			21,214		5.400	%	August 11, 2013
Idylwood Plaza		16,792			—		7.500	%	June 5, 2014
Leesburg Plaza		29,219			—		7.500	%	June 5, 2014
Loehmann’s Plaza		37,783			—		7.500	%	June 5, 2014
Pentagon Row		54,240			—		7.500	%	June 5, 2014
Melville Mall		23,782			24,456		5.250	%	September 1, 2014
THE AVENUE at White Marsh		58,939			60,016		5.460	%	January 1, 2015
Barracks Road		40,639			41,368		7.950	%	November 1, 2015
Hauppauge		15,320			15,595		7.950	%	November 1, 2015
Lawrence Park		28,805			29,322		7.950	%	November 1, 2015
Wildwood		25,319			25,773		7.950	%	November 1, 2015
Wynnewood		29,355			29,882		7.950	%	November 1, 2015
Brick Plaza		30,053			30,633		7.415	%	November 1, 2015
Rollingwood Apartments		23,880			—		5.540	%	May 1, 2019
Shoppers’ World		5,733			5,865		5.910	%	January 31, 2021
Mount Vernon		11,298			11,640		5.660	%	April 15, 2028
Chelsea		7,952			8,101		5.360	%	January 15, 2031

Subtotal		540,035			389,719
Net unamortized discount		(426	)		(401	)

Total mortgages payable		539,609			389,318

Notes payable
Term loan		—			200,000		LIBOR+0.575	%	November 6, 2009
Revolving credit facility		—			123,500		LIBOR+0.425	%	July 27, 2011
Term loan(1)		250,000			—		LIBOR+3.000	%	July 27, 2011
Other		1,400			2,296		6.500	%	April 1, 2012
Perring Plaza renovation		945			1,195		10.000	%	January 31, 2013
Escondido (Municipal bonds)		9,400			9,400		0.379	%	October 1, 2016

Total notes payable		261,745			336,391

Senior notes and debentures
8.75% notes		—			175,000		8.750	%	December 1, 2009
4.50% notes		75,000			75,000		4.500	%	February 15, 2011
6.00% notes		175,000			175,000		6.000	%	July 15, 2012
5.40% notes		135,000			135,000		5.400	%	December 1, 2013
5.95% notes		150,000			—		5.950	%	August 15, 2014
5.65% notes		125,000			125,000		5.650	%	June 1, 2016
6.20% notes		200,000			200,000		6.200	%	January 15, 2017
7.48% debentures		29,200			29,200		7.480	%	August 15, 2026
6.82% medium term notes		40,000			40,000		6.820	%	August 1, 2027

Subtotal		929,200			954,200
Net unamortized premium		1,019			2,384

Total senior notes and debentures		930,219			956,584

Capital lease obligations		62,275			63,492		Various		2028 through 2106

Total debt and capital lease obligations	$	1,793,848		$	1,745,785

(1)	The term loan bears interest at LIBOR, subject to a 1.5% floor, plus 300 basis points.

F-20

On January 5, 2009, we repaid the $4.4 million mortgage loan on a small portion of Mercer Mall which had an original maturity date of April 1, 2009. This loan was repaid with funds borrowed on our $300 million revolving credit facility.

On various dates from January 12, 2009 to April 1, 2009, we purchased and retired $11.1 million of our 8.75% senior notes which had an original maturity date of December 1, 2009. These notes were repaid with funds borrowed on our $300 million revolving credit facility.

On April 14, 2009, we closed on a $24.1 million, ten year loan secured by Rollingwood Apartments in Silver Spring, Maryland. The loan bears interest at 5.54% and matures on May 1, 2019.

On May 4, 2009, we refinanced our then existing $200 million term loan with a new $372 million term loan which bears interest at LIBOR, subject to a 1.50% floor, plus 300 basis points and matures on July 27, 2011. The $200 million term loan and the $135 million outstanding balance on our revolving credit facility were repaid with the proceeds from the new $372 million term loan.

On June 4, 2009, we closed on a $139.0 million, five year loan secured by Idylwood Plaza, Loehmann’s Plaza, Leesburg Plaza and Pentagon Row. The loan bears interest at 7.50% and matures on June 5, 2014.

Also on June 4, 2009, we completed a cash tender offer for our 8.75% senior notes due December 1, 2009. Approximately $40.3 million of notes were purchased and retired at a 2% premium to par value resulting in a net loss on early extinguishment of approximately $1.0 million including costs of the transaction; this amount is included in “early extinguishment of debt” in the consolidated statement of operations. The notes were repaid with funds from our term loan.

On August 13, 2009, we issued $150.0 million of fixed rate senior notes that mature on August 15, 2014 and bear interest at 5.95%. The net proceeds from this note offering after issuance discounts, underwriting fees and other costs were $147.5 million.

On October 27, 2009 and December 21, 2009, we repaid $100 million and $22 million, respectively, of our term loan. The term loan has an original maturity date of July 27, 2011, however, the loan agreement includes an option to prepay the loan, in whole or in part, at any time without premium or penalty. Due to these repayments, approximately $1.7 million of unamortized debt fees were recorded as additional interest expense in 2009 and are included in “early extinguishment of debt” in the consolidated statement of operations. The term loan was partially repaid using available cash from the 2009 debt and equity issuances.

On December 1, 2009, we repaid the remaining $123.6 million of our 8.75% senior notes on its original maturity date using available cash from the 2009 debt financings.

The maximum amount of borrowings outstanding under our $300 million revolving credit facility during 2009, 2008 and 2007 was $172.5 million, $159.0 million and $244.0 million, respectively. The weighted average amount of borrowings outstanding was $47.7 million, $61.4 million and $154.3 million for 2009, 2008 and 2007, respectively. Our revolving credit facility had a weighted average interest rate, before amortization of debt fees, of 1.4%, 3.0% and 5.6% for 2009, 2008 and 2007, respectively. In addition, we are required to pay an annual facility fee of $0.5 million. The loan was scheduled to mature on July 27, 2010, subject to a one-year extension at our option. On January 28, 2010, we delivered notice to our lender exercising our option to extend the maturity date by one year to July 27, 2011.

Our revolving credit facility, term loan and certain notes require us to comply with various financial covenants, including the maintenance of minimum shareholders’ equity and debt coverage ratios and a maximum ratio of debt to net worth. As of December 31, 2009, we were in compliance with all loan covenants.

F-21

Scheduled principal payments on mortgages payable, notes payable, senior notes and debentures as of December 31, 2009 are as follows:


	Mortgages Payable			Notes Payable			Senior Notes and Debentures		Total Principal
	(In thousands)
Year ending December 31,
2010	$	9,860		$	868		$	—	$	10,728
2011		47,571			250,720	(1)		75,000		373,291
2012		17,380			727			175,000		193,107
2013		72,107	(2)		30			135,000		207,137
2014		156,364			—			150,000		306,364
Thereafter		236,753			9,400			394,200		640,353

	$	540,035		$	261,745		$	929,200	$	1,730,980	(3)

(1)	Our $300 million revolving credit facility matures on July 27, 2011. As of December 31, 2009, there was $0 drawn under this credit facility.

(2)	Includes the repayment of the outstanding mortgage payable balance on Mount Vernon. The lender has the option to call the loan on April 15, 2013 or any time thereafter.

(3)	The total debt maturities differ from the total reported on the consolidated balance sheet due to the unamortized discount or premium on certain senior notes, debentures and mortgages payable.

Future minimum lease payments and their present value for property under capital leases as of December 31, 2009, are as follows:


	(In thousands)
Year ending December 31,
2010	$	5,590
2011		5,590
2012		5,599
2013		5,602
2014		5,602
Thereafter		148,438

		176,421
Less amount representing interest		(114,146	)

Present value	$	62,275

Certain of our capital lease obligations required payments based on the performance of the related properties in addition to the minimum payment amounts set forth above. The additional performance based payments were $4.1 million in 2007 and are included in “Income from discontinued operations.” All capital leases with performance based payments were extinguished in October 2007.

NOTE 7. FAIR VALUE OF FINANCIAL INSTRUMENTS

A fair value measurement is based on the assumptions that market participants would use in pricing an asset or liability. The hierarchy for inputs used in measuring fair value are as follows:

	1.	Level 1 Inputs—quoted prices in active markets for identical assets or liabilities

	2.	Level 2 Inputs—observable inputs other than quoted prices in active markets for identical assets and liabilities

	3.	Level 3 Inputs—unobservable inputs

F-22

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.

Except as disclosed below, the carrying amount of our financial instruments approximates their fair value. The fair value of our mortgages payable, notes payable, and senior notes and debentures is sensitive to fluctuations in interest rates. Quoted market prices (Level 1) were used to estimate the fair value of our marketable senior notes and debentures and discounted cash flow analysis (Level 2) is generally used to estimate the fair value of our mortgages and notes payable. Considerable judgment is necessary to estimate the fair value of financial instruments. The estimates of fair value presented herein are not necessarily indicative of the amounts that could be realized upon disposition of the financial instruments. A summary of the carrying amount and fair value of our mortgages payable, notes payable and senior notes and debentures is as follows:


		December 31, 2009						December 31, 2008
	Carrying Value			Fair Value			Carrying Value			Fair Value
	(In thousands)
Mortgages and notes payable		$	801,354		$	819,733		$	725,709		$	722,908
Senior notes and debentures		$	930,219		$	951,861		$	956,584		$	799,241

NOTE 8. COMMITMENTS AND CONTINGENCIES

We are sometimes involved in lawsuits, warranty claims, and environmental matters arising in the ordinary course of business. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters.

We are currently a party to various legal proceedings. We accrue a liability for litigation if an unfavorable outcome is probable and the amount of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, we accrue the best estimate within the range; however, if no amount within the range is a better estimate than any other amount, the minimum within the range is accrued. Legal fees related to litigation are expensed as incurred. Other than as described below, we do not believe that the ultimate outcome of these matters, either individually or in the aggregate, could have a material adverse effect on our financial position or overall trends in results of operations; however, litigation is subject to inherent uncertainties. Also under our leases, tenants are typically obligated to indemnify us from and against all liabilities, costs and expenses imposed upon or asserted against us (1) as owner of the properties due to certain matters relating to the operation of the properties by the tenant, and (2) where appropriate, due to certain matters relating to the ownership of the properties prior to their acquisition by us.

In May 2003, a breach of contract action was filed against us alleging that a one page document entitled “Final Proposal” constituted a ground lease of a parcel of property located adjacent to our Santana Row property and gave the plaintiff the option to require that we acquire the property at a price determined in accordance with a formula included in the “Final Proposal.” The “Final Proposal” explicitly stated that it was subject to approval of the terms and conditions of a formal agreement. A trial as to liability only was held in June 2006 and a jury rendered a verdict against us. A trial on the issue of damages was held in April 2008 and the court issued a tentative ruling in April 2009 awarding damages to the plaintiff of approximately $14.4 million plus interest.

Based on this tentative ruling, we estimated interest could range from $2.1 million to $8.4 million. Accordingly, considering all the information available to us on May 6, 2009, when we filed our Form 10-Q for the three months ended March 31, 2009, our best estimate of damages, interest, and other costs was $21.4 million. Accordingly, we increased our accrual for the matter from $0.8 million at December 31, 2008, to $21.4 million at March 31, 2009. In June 2009, the court issued a final judgment awarding damages of $15.9 million (including interest) plus costs of suit. In July 2009, we and the plaintiff both filed a notice of appeal. The plaintiff also filed reimbursement motions for $2.1 million of legal fees, expert fees, and court costs of which $1.9 million was subsequently denied. In December 2009, the plaintiff filed an “appellee’s principal and response brief” providing additional information regarding the issues the plaintiff is appealing. The plaintiff’s appeal included only the denial of expert fees which totals approximately $0.4 million. Given the additional information

F-23

regarding the appeal, we lowered our accrual to $16.4 million, which reflects our best estimate of the litigation liability. The net increase in our accrual of $15.6 million is included in “litigation provision” in our consolidated statement of operations, and the $16.4 million accrual is included in the “accounts payable and accrued expenses” line item in our consolidated balance sheet as of December 31, 2009. During 2009, we incurred additional legal and other costs related to this lawsuit and appeal process which are also included in the “litigation provision” line item in the consolidated statement of operations.

We expect oral arguments on the appeal to be scheduled for later in 2010. All judgments will be stayed until completion of the appeals. Furthermore, we continue to believe that the “Final Proposal” which included express language that it was subject to formal documentation was not a binding contract and that we should have no liability whatsoever, and will vigorously defend our position as part of the appeal process.

We were also involved in a litigation matter relating to a shopping center in New Jersey where a former tenant alleged that we and our management agent acted improperly by failing to disclose a condemnation action at the property that was pending when the lease was signed. A trial as to liability only was concluded in April 2007, and in May 2008, a judgment was entered that ruled in our favor on certain legal issues and against us on other legal issues. In December 2008, we reached a settlement with the plaintiff of those matters where the court ruled against us and determined that we were liable. The total settlement amount was $3.3 million, including $1.0 million of the plaintiff’s legal fees, of which we paid 50% and the third party management agent paid 50%. Our share of the total estimated settlement is included in “general and administrative expense” in the statement of operations.

We reserve for estimated losses, if any, associated with warranties given to a buyer at the time real estate is sold or other potential liabilities relating to that sale, taking any insurance policies into account. These warranties may extend up to ten years and require significant judgment. If changes in facts and circumstances indicate that warranty reserves are understated, we will accrue additional reserves at such time a liability has been incurred and the costs can be reasonably estimated. Warranty reserves are released once the legal liability period has expired or all related work has been substantially completed. Any increases to our estimated warranty losses would usually result in a decrease in net income.

In 2005 and 2006, warranty reserves for condominium units sold at Santana Row were established to cover potential costs for materials, labor and other items associated with warranty-type claims that may arise within the ten-year statutorily mandated latent construction defect warranty period. In 2006 and 2007, we increased our warranty reserves by $2.5 million and $5.1 million, respectively, net of taxes, related to defective work done by third party contractors while upgrades were made to certain units being prepared for sale. During 2007 and 2008, we evaluated the potentially affected units, and as of December 31, 2008, have substantially completed the inspections and repairs. The extent of the damages encountered in the units and the resulting costs to repair varied considerably amongst the units. As a result, we adjusted the warranty reserve at December 31, 2008, to reflect the actual costs incurred related to these issues which is approximately $2.4 million, net of $1.5 million of taxes. The change in the reserve of $5.2 million is included in “Gain on sale of real estate from discontinued operations” in 2008. These amounts do not reflect any amounts we may recover in the future from insurance or the contractors responsible for the defective work. Due to the inherent uncertainty related to the recovery from insurance or the contractor, we are unable to estimate an expected recovery; any recovery will be reflected in our financial statements once the amount is determinable, considered probable, and collectible.

We are self-insured for general liability costs up to predetermined retained amounts per claim, and we believe that we maintain adequate accruals to cover our retained liability. We currently do not maintain third party stop-loss insurance policies to cover liability costs in excess of predetermined retained amounts. Our accrual for self-insurance liability is determined by management and is based on claims filed and an estimate of claims incurred but not yet reported. Management considers a number of factors, including third-party actuarial analysis and future increases in costs of claims, when making these determinations. If our liability costs exceed these accruals, it will reduce our net income.

At December 31, 2009 and 2008, our reserves for warranties and general liability costs were $8.0 million and $8.6 million, respectively, and are included in “accounts payable and accrued expenses” in our consolidated

F-24

balance sheet as of December 31, 2009 and 2008. Any potential losses which exceed our estimates would result in a decrease in our net income. During 2009 and 2008, we made payments from these reserves of $1.0 million and $2.5 million, respectively. Although we consider the reserve to be adequate, there can be no assurance that the reserve will prove to be adequate over-time to cover losses due to the difference between the assumptions used to estimate the reserve and actual losses.

At December 31, 2009, we had letters of credit outstanding of approximately $10.7 million which are collateral for existing indebtedness and other obligations of the Trust.

Under the terms of the Congressional Plaza partnership agreement, from and after January 1, 1986, an unaffiliated third party has the right to require us and the two other minority partners to purchase between one-half to all of its 29.47% interest in Congressional Plaza at the interest’s then-current fair market value. Based on management’s current estimate of fair market value as of December 31, 2009, our estimated maximum liability upon exercise of the put option would range from approximately $38 million to $44 million.

Under the terms of one other partnership which owns a project in southern California, if certain leasing and revenue levels are obtained for the property owned by the partnership, the other partner may require us to purchase their 10% partnership interest at a formula price based upon property operating income. The purchase price for the partnership interest will be paid using our common shares or, subject to certain conditions, cash. If the other partner does not redeem their interest, we may choose to purchase the partnership interest upon the same terms.

Under the terms of various other partnership agreements, the partners have the right to exchange their operating units for cash or the same number of our common shares, at our option. As of December 31, 2009, a total of 371,260 operating units are outstanding which have a total fair value of $25.1 million, based on our closing stock price on December 31, 2009.

We have one ground lease in which the lessor has a put option, which would require us to purchase the property during the remaining lease term. If the lessor were to exercise this option in 2009, the purchase price would be approximately $7.2 million.

A master lease for Mercer Mall includes a fixed purchase price option for $55 million in 2023. If we fail to exercise our purchase option, the owner of Mercer Mall has a put option which would require us to purchase Mercer Mall for $60 million in 2025.

A master lease for Melville Mall includes a fixed purchase price option in 2021 for $5 million and the assumption of the owner’s debt which is $23.8 million at December 31, 2009. If we fail to exercise our purchase option, the owner of Melville Mall has a put option which would require us to purchase Melville Mall in 2023 for $5 million and the assumption of the owner’s debt.

As of December 31, 2009 in connection with renovation, development, and redevelopment projects, the Trust has contractual obligations of approximately $37.6 million.

We are obligated under ground lease agreements on several shopping centers requiring minimum annual payments as follows, as of December 31, 2009:


	(In thousands)
Year ending December 31,
2010	$	3,125
2011		3,161
2012		3,050
2013		3,057
2014		3,047
Thereafter		182,350

	$	197,790

F-25

NOTE 9. SHAREHOLDERS’ EQUITY

We have a Dividend Reinvestment Plan (the “Plan”), whereby shareholders may use their dividends and optional cash payments to purchase shares. In 2009, 2008 and 2007, 50,888 shares, 39,343 shares, and 32,615 shares, respectively, were issued under the Plan.

On March 8, 2007, as part of the consideration to acquire the White Marsh portfolio, we issued (i) 884,066 common shares at $88.18 per share, par value $0.01 per share, (ii) 399,896 shares of 5.417% Series 1 Cumulative Convertible Preferred Shares (“Series 1 Preferred Shares”) at the liquidation preference of $25 per share, par value $0.01 per share, and (iii) 185,504 downREIT operating partnership units at $88.18 per share. The Series 1 Preferred Shares accrue dividends at a rate of 5.417% per year and are convertible at any time by the holders to our common shares at a conversion rate of $104.69 per share. The Series 1 Preferred Shares are also convertible under certain circumstances at our election. The holders of the Series 1 Preferred Shares have no voting rights.

On December 27, 2007, we issued 2.0 million common shares at $81.21 per share, for cash proceeds of approximately $162.2 million net of expenses of the offering. The proceeds were used to reduce the amount outstanding on our revolving credit facility.

On August 14, 2009, we issued 2.0 million common shares at $57.50 per share, for cash proceeds of approximately $110.0 million net of expenses of the offering.

NOTE 10. DIVIDENDS

A summary of dividends declared and paid per share is as follows:


		Year Ended December 31,
	2009						2008						2007
	Declared			Paid			Declared			Paid			Declared			Paid
Common shares		$	2.620		$	2.610		$	2.520		$	2.480		$	2.370		$	2.335
5.417% Series 1 Cumulative Convertible Preferred		$	1.354		$	1.354		$	1.354		$	1.354		$	1.106		$	0.767

A summary of the income tax status of dividends per share paid is as follows:


		Year Ended December 31,
	2009			2008			2007
Common shares
Ordinary dividend		$	2.377		$	2.455		$	2.174
Ordinary dividend eligible for 15% rate			0.024			0.025			0.044
Return of capital			0.183			—			—
Capital gain			0.026			—			0.117

		$	2.610		$	2.480		$	2.335

5.417% Series 1 Cumulative Convertible Preferred
Ordinary dividend		$	1.246		$	1.341		$	0.714
Ordinary dividend eligible for 15% rate			0.095			0.013			0.015
Capital gain			0.013			—			0.038

		$	1.354		$	1.354		$	0.767

On November 4, 2009, the Trustees declared a quarterly cash dividend of $0.66 per common share, payable January 15, 2010 to common shareholders of record on January 4, 2010.

F-26

NOTE 11. OPERATING LEASES

At December 31, 2009, our 84 predominantly retail shopping center and mixed use properties are located in 13 states and the District of Columbia. There are approximately 2,400 leases with tenants providing a wide range of retail products and services. These tenants range from sole proprietorships to national retailers; no one tenant or corporate group of tenants accounts for more than 2.6% of annualized base rent.

Our leases with commercial property and residential tenants are classified as operating leases. Commercial property leases generally range from three to ten years (certain leases with anchor tenants may be longer), and in addition to minimum rents, usually provide for percentage rents based on the tenant’s level of sales achieved and cost recoveries for the tenant’s share of certain operating costs. Leases on apartments are generally for a period of one year or less.

As of December 31, 2009, minimum future commercial property rentals from noncancelable operating leases, before any reserve for uncollectible amounts and assuming no early lease terminations, at our operating properties are as follows:


	(In thousands)
Year ending December 31,
2010	$	370,771
2011		341,618
2012		303,017
2013		254,009
2014		202,403
Thereafter		1,180,954

	$	2,652,772

NOTE 12. COMPONENTS OF RENTAL INCOME AND EXPENSE

The principal components of rental income are as follows:


		Year Ended December 31,
	2009			2008			2007
	(In thousands)
Minimum rents
Retail and commercial		$	373,920		$	366,277		$	345,267
Residential			21,093			18,326			15,312
Cost reimbursement			104,133			103,147			91,049
Percentage rent			6,508			8,415			7,884
Other			7,566			5,462			5,882

Total rental income		$	513,220		$	501,627		$	465,394

Minimum rents include $5.3 million, $5.9 million and $8.0 million for 2009, 2008 and 2007, respectively, to recognize minimum rents on a straight-line basis. In addition, minimum rents include $1.7 million, $2.2 million and $2.9 million for 2009, 2008 and 2007, respectively, to recognize income from the amortization of in-place leases.

F-27

The principal components of rental expenses are as follows:


		Year Ended December 31,
	2009			2008			2007
	(In thousands)
Repairs and maintenance		$	41,259		$	38,969		$	35,403
Utilities			17,994			18,112			16,837
Management fees and costs			14,342			14,082			13,127
Payroll properties			7,786			8,093			7,445
Bad debt expense			6,395			6,228			1,660
Ground rent			4,458			5,875			6,002
Insurance			4,839			5,510			6,888
Marketing			4,847			5,953			4,539
Other operating			6,886			6,896			7,462

Total rental expenses		$	108,806		$	109,718		$	99,363

NOTE 13. DISCONTINUED OPERATIONS

Results of properties sold which meet certain requirements, constitute discontinued operations and as such, the operations of these properties are classified as discontinued operations for all periods presented. A summary of the financial information for the discontinued operations is as follows:


		Year Ended December 31,
	2009			2008			2007
	(In thousands)
Revenue from discontinued operations		$	227		$	3,061		$	24,324
Income from discontinued operations		$	218		$	1,981		$	6,980

In September 2008, we applied for a refund of taxes paid to the state of California related to our TRS activities, primarily the condominium units sold in 2005 and 2006 at Santana Row. The refund related to the condominium units of $1.1 million is included in “Gain on sale of real estate from discontinued operations” in 2008.

NOTE 14. SHARE-BASED COMPENSATION PLANS

A summary of share-based compensation expense included in net income is as follows:


		Year Ended December 31,
	2009				2008				2007
	(In thousands)
Share-based compensation incurred
Grants of common shares		$	5,718			$	6,442			$	6,867
Grants of options			1,421				1,336				1,173

			7,139				7,778				8,040
Capitalized share-based compensation			(945	)			(1,208	)			(805	)

Share-based compensation expensed		$	6,194			$	6,570			$	7,235

As of December 31, 2009, we have grants outstanding under two share-based compensation plans. In May 2007, our shareholders approved an amendment to the 2001 Long Term Incentive Plan (the “2001 Plan”), originally established in May 2001, which increased the authorization to grant share options, common shares and other share-based awards from 1,750,000 common shares of beneficial interest to 3,250,000 common shares of beneficial interest. Our 1993 Long Term Incentive Plan (the “1993 Plan”) authorized the grant of share options, common shares and other share-based awards for up to 5,500,000 common shares of beneficial interest. The 1993 Plan expired in May 2003.

F-28

Option awards under the 2001 Plan and the 1993 Plan are required to have an exercise price at least equal to the closing trading price of our common shares on the date of grant. Options and restricted share awards under these plans generally vest over three to six years and option awards typically have a ten-year contractual term. We pay dividends on unvested shares. Certain options and share awards provide for accelerated vesting if there is a change in control. Additionally, the vesting on certain option and share awards can accelerate in part or in full upon retirement based on the age of the retiree or upon termination without cause.

Effective December 31, 2007, Larry Finger, our former Chief Financial Officer, was no longer employed by the Trust. Under his existing severance agreement, his departure was treated as a termination without cause. As a result, we recognized approximately $0.6 million related to the accelerated vesting of unvested shares and options and $0.4 million related to a cash payment to Mr. Finger. These amounts are included in “general and administrative” expenses in the 2007 consolidated statement of operations.

As a result of the exercise of options, we had notes outstanding from our officers and employees for $0.8 million at December 31, 2007; the notes were fully repaid during 2008. These notes bore interest at LIBOR plus a market-rate spread with the rate adjusted annually on the anniversary date and were collateralized by the shares with recourse to the borrower. Option awards made in 2001 and later do not provide for employees to be able to exercise their options with a loan from the Trust.

The fair value of each option award is estimated on the date of grant using the Black-Scholes model. Expected volatilities, term, dividend yields, employee exercises and estimated forfeitures are primarily based on historical data. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The fair value of each share award is determined based on the closing trading price of our common shares on the grant date.

The following table provides a summary of the weighted-average assumption used to value options:


	Year Ended December 31,
	2009		2008		2007
Volatility	28.6	%	21.4	%	20.0	%
Expected dividend yield	3.6	%	3.6	%	3.4	%
Expected term (in years)	4.9		5.4		4.1
Risk free interest rate	1.6	%	2.7	%	4.7	%

The following table provides a summary of option activity for 2009:


	Shares Under Option		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value
					(In years)	(In thousands)
Outstanding at December 31, 2008	825,346		$	57.52
Granted	193,038			43.48
Exercised	(126,500	)		22.74
Forfeited or expired	(18,517	)		62.31

Outstanding at December 31, 2009	873,367		$	59.35	6.7	$	9,946

Exercisable at December 31, 2009	402,074		$	57.12	5.0	$	5,262

The weighted-average grant-date fair value of options granted during 2009, 2008 and 2007 was $7.62 per share, $10.46 per share and $14.48 per share, respectively. The total cash received from options exercised during 2009, 2008 and 2007 was $2.9 million, $8.0 million and $5.1 million, respectively. The total intrinsic value of options exercised during the year ended December 31, 2009, 2008 and 2007 was $4.6 million, $9.3 million and $4.1 million, respectively.

F-29

The following table provides a summary of restricted share activity for 2009:


	Shares		Weighted-Average Grant-Date Fair Value
Unvested at December 31, 2008	185,291		$	79.49
Granted	84,916			45.77
Vested	(68,458	)		77.58
Forfeited	(1,495	)		85.18

Unvested at December 31, 2009	200,254		$	65.81

The weighted-average grant-date fair value of stock awarded in 2009, 2008 and 2007 was $45.77, $72.98 and $91.13, respectively. The total vesting-date fair value of shares vested during the year ended December 31, 2009, 2008 and 2007 was $4.6 million, $5.9 million and $10.7 million, respectively.

As of December 31, 2009, there was $10.8 million of total unrecognized compensation cost related to unvested share-based compensation arrangements (i.e. options and unvested shares) granted under our plans. This cost is expected to be recognized over the next 4.9 years with a weighted-average period of 2.6 years.

Subsequent to December 31, 2009, common shares and options were awarded under various incentive compensation plans as follows:


Date	Award	Vesting Term	Beneficiary
February 16, 2010	59,566 Restricted shares	3 to 5 years	Officers and key employees
February 16, 2010	717 Options	5 years	Officers and key employees
January 4, 2010	4,798 Shares	Immediate	Trustees

NOTE 15. SAVINGS AND RETIREMENT PLANS

We have a savings and retirement plan in accordance with the provisions of Section 401(k) of the Code. Generally, employees can elect, at their discretion, to contribute a portion of their compensation up to a maximum of $16,500, $15,500 and $15,500 for 2009, 2008 and 2007, respectively. Under the plan, we contribute 50% of each employee’s first 5% of contributions. In addition, we may make discretionary contributions within the limits of deductibility set forth by the Code. Our employees are immediately eligible to become plan participants. Employees are eligible to receive matching contributions immediately on their participation; however, these matching payments will not vest until their first anniversary of employment. Our expense for the years ended December 31, 2009, 2008 and 2007 was approximately $282,000, $397,000 and $365,000, respectively.

A non-qualified deferred compensation plan for our officers and certain other employees was established in 1994 that allows the participants to defer a portion of their income. As of December 31, 2009, we are liable to participants for approximately $4.8 million under this plan. Although this is an unfunded plan, we have purchased certain investments to match this obligation. Our obligation under this plan and the related investments are both included in the accompanying financial statements.

NOTE 16. EARNINGS PER SHARE

In June 2008, the FASB issued a new accounting standard which requires unvested share-based payment awards that contain non-forfeitable rights to receive dividends (whether paid or unpaid) to be treated as participating securities and should be included in the computation of EPS pursuant to the two-class method. As part of our stock based compensation program, we issue restricted shares which typically vest over a three to six year period; these shares have non-forfeitable rights to dividends immediately after issuance. Prior to January 1, 2009, we excluded the unvested shares from the basic EPS calculation and included them in diluted EPS using the treasury stock method.

F-30

Effective January 1, 2009, we adopted the new accounting standard and have calculated EPS under the two-class method for all periods presented. The two-class method is an earnings allocation methodology whereby EPS for each class of common stock and participating securities is calculated according to dividends declared and participation rights in undistributed earnings. For 2009, 2008 and 2007, we had approximately 0.2 million weighted average unvested shares outstanding which are considered participating securities. Therefore, we have allocated our earnings for basic and diluted EPS between common shares and unvested shares; the portion of earnings allocated to the unvested shares is reflected as “earnings allocated to unvested shares” in the reconciliation below.

In the dilutive EPS calculation, dilutive stock options were calculated using the treasury stock method consistent with prior periods; certain stock options have been excluded as they were anti-dilutive. The conversions of downREIT operating partnership units and Series 1 Preferred Shares are anti-dilutive for all periods presented and accordingly, have been excluded from the weighted average common shares used to compute diluted EPS.

EPS for prior periods has been restated to conform to the requirements of the new accounting standard. The implementation did not result in a significant change to basic or diluted EPS for the periods presented. The following table provides a reconciliation of the numerator and denominator of the basic and diluted EPS calculations:


	Year Ended December 31,
	2009			2008			2007
	(In thousands, except per share data)
NUMERATOR
Income from continuing operations	$	102,356		$	120,600		$	99,379
Preferred share dividends		(541	)		(541	)		(442	)
Less: Net income attributable to noncontrolling interests		(5,568	)		(5,366	)		(5,590	)
Less: Earnings allocated to unvested shares		(510	)		(506	)		(469	)

Income from continuing operations available for common shareholders		95,737			114,187			92,878
Results from discontinued operations		1,516			14,553			101,748

Net income available for common shareholders, basic and diluted	$	97,253		$	128,740		$	194,626

DENOMINATOR
Weighted average common shares outstanding—basic		59,704			58,665			56,108
Effect of dilutive securities:
Stock options		126			224			365

Weighted average common shares outstanding—diluted		59,830			58,889			56,473

EARNINGS PER COMMON SHARE, BASIC
Continuing operations	$	1.60		$	1.94		$	1.66
Discontinued operations		0.03			0.25			1.81

	$	1.63		$	2.19		$	3.47

EARNINGS PER COMMON SHARE, DILUTED
Continuing operations	$	1.60		$	1.94		$	1.65
Discontinued operations		0.03			0.25			1.80

	$	1.63		$	2.19		$	3.45

Income from continuing operations attributable to the Trust	$	96,788		$	115,234		$	93,789

F-31

NOTE 17. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

Summarized quarterly financial data is as follows:


	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
	(In thousands, except per share data)
2009
Revenue(1)	$	131,076	$	130,338	$	130,992	$	138,613
Operating Income	$	34,178	$	55,403	$	57,651	$	63,328
Net income	$	11,873	$	29,794	$	28,839	$	33,366
Net income attributable to the Trust	$	10,484	$	28,417	$	27,433	$	31,970
Net income available for common shareholders	$	10,349	$	28,282	$	27,297	$	31,835
Earnings per common share—basic	$	0.17	$	0.48	$	0.45	$	0.52
Earnings per common share—diluted	$	0.17	$	0.48	$	0.45	$	0.52

	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
	(In thousands, except per share data)

2008
Revenue(1)	$	126,242	$	128,712	$	131,707	$	133,527
Operating Income	$	54,319	$	53,515	$	55,446	$	53,955
Net income	$	31,318	$	30,383	$	38,417	$	35,035
Net income attributable to the Trust	$	29,986	$	28,974	$	37,102	$	33,725
Net income available for common shareholders	$	29,851	$	28,839	$	36,966	$	33,590
Earnings per common share—basic	$	0.51	$	0.49	$	0.63	$	0.57
Earnings per common share—diluted	$	0.51	$	0.49	$	0.63	$	0.57

(1)	Revenue has been reduced to reflect the results of discontinued operations. Revenue from discontinued operations, by quarter, is summarized as follows:


		First Quarter		Second Quarter		Third Quarter		Fourth Quarter
	(In thousands)
2009 revenue from discontinued operations		$	125	$	102	$	—	$	—
2008 revenue from discontinued operations		$	980	$	982	$	810	$	289

F-32

FEDERAL REALTY INVESTMENT TRUST

SCHEDULE III

SUMMARY OF REAL ESTATE AND ACCUMULATED

DEPRECIATION

DECEMBER 31, 2009

(Dollars in thousands)


COLUMN A			COLUMN B		COLUMN C		COLUMN D	COLUMN E			COLUMN F	COLUMN G	COLUMN H	COLUMN I
Descriptions			Encumbrance		Initial cost to company		Cost Capitalized Subsequent to Acquisition	Gross amount at which carried at close of period			Accumulated Depreciation and Amortization	Date of Construction	Date Acquired	Life on which depreciation in latest income statements is computed
		Land		Building and Improvements		Land	Building and Improvements	Total
150 POST STREET (California)	CA		—		11,685	9,181	16,709	11,685	25,890	37,575	11,094	1908	10/23/97	35 years
ANDORRA (Pennsylvania)	PA		—		2,432	12,346	8,520	2,432	20,866	23,298	12,978	1953	01/12/88	35 years
ASSEMBLY SQUARE (Massachusetts)	MA		—		38,319	34,196	97,376	66,434	103,457	169,891	8,965	2005	2005-2009	35 years
THE AVENUE AT WHITE MARSH (Maryland)	MD		58,982		20,682	72,432	1,413	20,682	73,845	94,527	7,588	1997	03/08/07	35 years
BALA CYNWYD (Pennsylvania)	PA		—		3,565	14,466	16,533	3,566	30,998	34,564	10,736	1955	09/22/93	35 years
BARRACKS ROAD (Virginia)	VA		40,639		4,363	16,459	27,089	4,363	43,548	47,911	28,989	1958	12/31/85	35 years
BETHESDA ROW (Maryland)	MD		25,290		36,971	35,406	119,637	35,276	156,738	192,014	27,134	1945-2008	12/31/93, 1/20/06, 9/25/08, & 9/30/08	35 - 50 years
BRICK PLAZA (New Jersey)	NJ		30,053		—	24,715	32,326	3,788	53,253	57,041	34,054	1958	12/28/89	35 years
BRISTOL (Connecticut)	CT		—		3,856	15,959	7,770	3,856	23,729	27,585	9,637	1959	09/22/95	35 years
CHELSEA COMMONS (Massachusetts)	MA		7,579		9,417	19,466	410	9,441	19,852	29,293	1,651	1962/1969/2008	08/25/06, 1/30/07, & 7/16/08	35 years
COLORADO BLVD (California)	CA		—		5,262	4,071	7,300	5,262	11,371	16,633	5,931	1905/1915/1980	12/31/96 & 8/14/98	35 years
CONGRESSIONAL PLAZA (Maryland)	MD		—		2,793	7,424	60,250	2,793	67,674	70,467	37,017	1965/2003	04/01/65	35 years
COURTHOUSE CENTER (Maryland)	MD		—		1,750	1,869	644	1,750	2,513	4,263	1,016	1975	12/17/97	35 years
COURTYARD SHOPS (Florida)	FL		7,690		16,862	21,851	178	16,894	21,997	38,891	1,075	1990	09/04/08	35 years
CROSSROADS (Illinois)	IL		—		4,635	11,611	7,716	4,635	19,327	23,962	9,403	1959	07/19/93	35 years
CROW CANYON COMMONS (California)	CA		20,816		8,638	54,575	1,784	8,638	56,359	64,997	6,711	Late 1970's/2006	12/29/05 & 02/28/07	35 years
DEDHAM PLAZA (Massachusetts)	MA		—		12,287	12,918	6,906	12,287	19,824	32,111	9,186	1959	12/31/93	35 years
DEL MAR VILLAGE (Florida)	FL		—		14,218	39,559	672	14,180	40,269	54,449	2,078	1982/1984	5/30/08 & 7/11/08	35 years
EASTGATE (North Carolina)	NC		—		1,608	5,775	18,650	1,608	24,425	26,033	11,883	1963	12/18/86	35 years
ELLISBURG CIRCLE (New Jersey)	NJ		—		4,028	11,309	12,558	4,013	23,882	27,895	14,287	1959	10/16/92	35 years

F-33

FEDERAL REALTY INVESTMENT TRUST

SCHEDULE III

SUMMARY OF REAL ESTATE AND ACCUMULATED

DEPRECIATION—CONTINUED

DECEMBER 31, 2009

(Dollars in thousands)


COLUMN A			COLUMN B		COLUMN C		COLUMN D			COLUMN E			COLUMN F	COLUMN G	COLUMN H	COLUMN I
Descriptions			Encumbrance		Initial cost to company		Cost Capitalized Subsequent to Acquisition			Gross amount at which carried at close of period			Accumulated Depreciation and Amortization	Date of Construction	Date Acquired	Life on which depreciation in latest income statements is computed
		Land		Building and Improvements		Land	Building and Improvements		Total
ESCONDIDO PROMENADE (California)	CA		—		11,505	12,147	4,969			11,505	17,116	28,621	6,058	1987	12/31/96	35 years
FALLS PLAZA (Virginia)	VA		—		1,798	1,270	8,914			1,819	10,163	11,982	6,122	1960/1962	09/30/67 & 10/05/72	25 years
FEASTERVILLE (Pennsylvania)	PA		—		1,431	1,600	8,858			1,452	10,437	11,889	7,572	1958	07/23/80	20 years
FEDERAL PLAZA (Maryland)	MD		32,536		10,216	17,895	34,092			10,216	51,987	62,203	29,118	1970	06/29/89	35 years
FIFTH AVENUE (California) (4)	CA		—		3,844	1,352	7,773			3,874	9,095	12,969	3,739	1888-1995	1996-1997	35 years
FINLEY SQUARE (Illinois)	IL		—		9,252	9,544	13,011			9,252	22,555	31,807	11,739	1974	04/27/95	35 years
FLOURTOWN (Pennsylvania)	PA		—		1,345	3,943	10,282			1,470	14,100	15,570	6,688	1957	04/25/80	35 years
FOREST HILLS (New York)	NY		—		2,885	2,885	2,328			3,031	5,067	8,098	1,990	1937 -1987	12/16/97	35 years
FRESH MEADOWS (New York)	NY		—		24,625	25,255	19,419			24,627	44,672	69,299	19,579	1946-1949	12/05/97	35 years
FRIENDSHIP CTR (District of Columbia)	DC		—		12,696	20,803	(84	)		12,696	20,719	33,415	4,947	1998	09/21/01	35 years
GAITHERSBURG SQUARE (Maryland)	MD		—		7,701	5,271	11,434			5,973	18,433	24,406	12,214	1966	04/22/93	35 years
GARDEN MARKET (Illinois)	IL		—		2,677	4,829	4,522			2,677	9,351	12,028	4,390	1958	07/28/94	35 years
GOVERNOR PLAZA (Maryland)	MD		—		2,068	4,905	14,910			2,068	19,815	21,883	11,988	1963	10/01/85	35 years
GRATIOT PLAZA (Michigan)	MI		—		525	1,601	16,561			525	18,162	18,687	10,983	1964	03/29/73	25 3/4 years
GREENWICH AVENUE (Connecticut)	CT		—		7,484	5,445	1,043			7,484	6,488	13,972	2,623	1900-1993	1995	35 years
HAUPPAUGE (New York)	NY		15,320		8,791	15,262	3,914			8,791	19,176	27,967	6,437	1963	08/06/98	35 years
HERMOSA AVE. (California)	CA		—		1,116	280	4,082			1,368	4,110	5,478	1,663	1923	09/17/97	35 years
HOLLYWOOD BLVD. (California)	CA		—		8,300	16,920	13,956			8,300	30,876	39,176	4,946	1929/1991	3/22/99 & 6/18/99	35 years
HOUSTON STREET (Texas)(8)	TX		—		14,680	1,976	53,141			14,778	55,019	69,797	17,811	var	1998	35 years
HUNTINGTON (New York)	NY		—		—	16,008	22,663			11,713	26,958	38,671	7,254	1962	12/12/88 & 10/26/07	35 years
IDYLWOOD PLAZA (Virginia)	VA		16,792		4,308	10,026	1,373			4,308	11,399	15,707	5,228	1991	04/15/94	35 years
KINGS COURT (California)	CA		—		—	10,714	891			—	11,605	11,605	5,262	1960	08/24/98	26 years
LANCASTER (Pennsylvania)	PA		4,907		—	2,103	9,324			75	11,352	11,427	5,923	1958	04/24/80	22 years
LANGHORNE SQUARE (Pennsylvania)	PA		—		720	2,974	15,413			720	18,387	19,107	10,092	1966	01/31/85	35 years
LAUREL (Maryland)	MD		—		7,458	22,525	17,920			7,576	40,327	47,903	27,207	1956	08/15/86	35 years
LAWRENCE PARK (Pennsylvania)	PA		28,805		5,723	7,160	16,972			5,734	24,121	29,855	20,263	1972	07/23/80	22 years
LEESBURG PLAZA (Virginia)	VA		29,219		8,184	10,722	15,615			8,184	26,337	34,521	6,950	1967	09/15/98	35 years
LINDEN SQUARE (Massachusetts)	MA		—		79,382	19,247	43,994			79,370	63,253	142,623	3,716	1960-2008	08/24/06	35 years

F-34

FEDERAL REALTY INVESTMENT TRUST

SCHEDULE III

SUMMARY OF REAL ESTATE AND ACCUMULATED

DEPRECIATION—CONTINUED

DECEMBER 31, 2009

(Dollars in thousands)


COLUMN A			COLUMN B		COLUMN C		COLUMN D			COLUMN E			COLUMN F	COLUMN G	COLUMN H	COLUMN I
Descriptions			Encumbrance		Initial cost to company		Cost Capitalized Subsequent to Acquisition			Gross amount at which carried at close of period			Accumulated Depreciation and Amortization	Date of Construction	Date Acquired	Life on which depreciation in latest income statements is computed
		Land		Building and Improvements		Land	Building and Improvements		Total
LOEHMANN'S PLAZA (Virginia)	VA		37,783		1,237	15,096	16,402			1,248	31,487	32,735	19,330	1971	07/21/83	35 years
MELVILLE MALL (New York)	NY		23,417		35,622	32,882	139			35,622	33,021	68,643	3,053	1974	10/16/06	35 years
MERCER MALL (New Jersey)	NJ		50,045		4,488	70,076	29,523			5,032	99,055	104,087	21,475	1975	10/14/03	25 - 35 years
MID PIKE PLAZA (Maryland)	MD		—		—	10,335	34,981			7,517	37,799	45,316	5,552	1963	05/18/82 & 10/26/07	50 years
MOUNT VERNON/SOUTH VALLEY/7770 RICHMOND HWY. (Virginia)	VA		11,298		10,068	33,501	33,996			10,147	67,418	77,565	12,721	1972/1966/1974	03/31/03, 3/21/03, & 1/27/06	35 years
TOWN CENTER OF NEW BRITAIN (Pennsylvania)	PA		—		1,282	12,285	817			1,262	13,122	14,384	1,425	1969	06/29/06	35 years
NORTH DARTMOUTH (Massachusetts)	MA		—		27,214	—	(17,846	)		9,366	2	9,368	—	2004	08/24/06	—
NORTHEAST (Pennsylvania)	PA		—		1,152	10,596	11,334			1,153	21,929	23,082	14,799	1959	08/30/83	35 years
NORTH LAKE COMMONS (Illinois)	IL		—		2,782	8,604	2,553			2,628	11,311	13,939	4,994	1989	04/27/94	35 years
OLD KEENE MILL (Virginia)	VA		—		638	998	4,378			638	5,376	6,014	4,438	1968	06/15/76	33 1/3 years
OLD TOWN CENTER (California)	CA		—		3,420	2,765	27,941			3,420	30,706	34,126	13,739	1962, 1997-1998	10/22/97	35 years
PAN AM SHOPPING CENTER (Virginia)	VA		—		8,694	12,929	6,808			8,695	19,736	28,431	10,071	1979	02/05/93	35 years
PENTAGON ROW (Virginia)	VA		54,240		—	2,955	84,996			—	87,951	87,951	25,577	1999 - 2002	1998	35 years
PERRING PLAZA (Maryland)	MD		—		2,800	6,461	17,850			2,800	24,311	27,111	16,502	1963	10/01/85	35 years
PIKE 7 (Virginia)	VA		—		9,709	22,799	2,357			9,709	25,156	34,865	9,904	1968	03/31/97	35 years
QUEEN ANNE PLAZA (Massachusetts)	MA		—		3,319	8,457	3,885			3,319	12,342	15,661	6,472	1967	12/23/94	35 years
QUINCE ORCHARD PLAZA (Maryland)	MD		—		3,197	7,949	10,379			2,928	18,597	21,525	11,096	1975	04/22/93	35 years
ROCKVILLE TOWN SQUARE (Maryland)	MD		—		—	8,092	29,248			—	37,340	37,340	3,242	2005 - 2007	2006 - 2007	50 years
ROLLINGWOOD APTS. (Maryland)	MD		23,880		552	2,246	4,938			572	7,164	7,736	6,364	1960	01/15/71	25 years
SAM'S PARK & SHOP (District of Columbia)	DC		—		4,840	6,319	1,080			4,840	7,399	12,239	3,064	1930	12/01/95	35 years
SANTANA ROW (California)	CA		—		41,969	1,161	492,674			49,725	486,079	535,804	70,561	1999 -2008	03/05/97	40 - 50 years
SAUGUS (Massachusetts)	MA		—		4,383	8,291	915			4,383	9,206	13,589	3,758	1976	10/01/96	35 years
SHIRLINGTON (Virginia)	VA		6,292		9,761	14,808	27,628			5,798	46,399	52,197	11,981	1940, 2006-2008	12/21/95	35 years

F-35

FEDERAL REALTY INVESTMENT TRUST

SCHEDULE III

SUMMARY OF REAL ESTATE AND ACCUMULATED

DEPRECIATION—CONTINUED

DECEMBER 31, 2009

(Dollars in thousands)


COLUMN A			COLUMN B			COLUMN C				COLUMN D				COLUMN E						COLUMN F		COLUMN G	COLUMN H	COLUMN I
Descriptions			Encumbrance			Initial cost to company				Cost Capitalized Subsequent to Acquisition				Gross amount at which carried at close of period						Accumulated Depreciation and Amortization		Date of Construction	Date Acquired	Life on which depreciation in latest income statements is computed
		Land			Building and Improvements			Land		Building and Improvements			Total
SHOPPERS WORLD (Virginia)	VA			5,688			10,211		18,863		976				10,225		19,825		30,050		1,757	1975 - 2001	05/30/07	35 years
THE SHOPPES AT NOTTINGHAM SQUARE (Maryland)	MD			—			27,029		12,849		(12,309	)			14,692		12,877		27,569		1,275	2005 -2006	03/08/07	35 years
THIRD STREET PROMENADE (California) (9)	CA			—			22,645		12,709		41,120				25,125		51,349		76,474		20,333	1888-2000	1996-2000	35 years
TOWER (Virginia)	VA			—			7,170		10,518		2,583				7,129		13,142		20,271		4,733	1953-1960	08/24/98	35 years
TROY (New Jersey)	NJ			—			3,126		5,193		16,959				4,028		21,250		25,278		15,226	1966	07/23/80	22 years
TYSON'S STATION (Virginia)	VA			5,898			388		453		2,831				475		3,197		3,672		2,958	1954	01/17/78	17 years
WESTGATE MALL (California)	CA			—			6,319		107,284		2,685				6,319		109,969		116,288		15,998	1960-1966	03/31/04	35 years
WHITE MARSH PLAZA (Maryland)	MD			10,041			3,478		21,413		66				3,478		21,479		24,957		2,246	1987	03/08/07	35 years
WHITE MARSH OTHER (Maryland)	MD			—			37,812		1,843		(10,798	)			27,009		1,848		28,857		204	1985	03/08/07	35 years
WILDWOOD (Maryland)	MD			25,319			9,111		1,061		7,534				9,111		8,595		17,706		7,372	1958	05/05/69	33 1/3 years
WILLOW GROVE (Pennsylvania)	PA			—			1,499		6,643		19,188				1,499		25,831		27,330		18,617	1953	11/20/84	35 years
WILLOW LAWN (Virginia)	VA			—			3,192		7,723		65,435				7,790		68,560		76,350		39,702	1957	12/05/83	35 years
WYNNEWOOD (Pennsylvania)	PA			29,355			8,055		13,759		14,844				8,055		28,603		36,658		13,633	1948	10/29/96	35 years

TOTALS			$	601,884		$	759,247	$	1,200,166	$	1,799,821			$	778,906	$	2,980,328	$	3,759,234	$	938,087

F-36

FEDERAL REALTY INVESTMENT TRUST

SCHEDULE III

SUMMARY OF REAL ESTATE AND ACCUMULATED

DEPRECIATION—CONTINUED

Three Years Ended December 31, 2009

Reconciliation of Total Cost

(In thousands)


Balance, December 31, 2006	$	3,204,258
Additions during period
Acquisitions		313,934
Improvements		140,613
Deduction during period—disposition and retirements of property		(205,958	)

Balance, December 31, 2007		3,452,847
Additions during period
Acquisitions		122,662
Improvements		144,192
Deduction during period—disposition and retirements of property		(46,016	)

Balance, December 31, 2008		3,673,685
Additions during period
Acquisitions		34,485
Improvements		93,304
Deduction during period—disposition and retirements of property		(42,240	)

Balance, December 31, 2009	$	3,759,234

(A)	For Federal tax purposes, the aggregate cost basis is approximately $3.3 billion as of December 31, 2009.

F-37

FEDERAL REALTY INVESTMENT TRUST

SCHEDULE III

SUMMARY OF REAL ESTATE AND ACCUMULATED

DEPRECIATION—CONTINUED

Three Years Ended December 31, 2009

Reconciliation of Accumulated

Depreciation and Amortization

(In thousands)


Balance, December 31, 2006	$	740,507
Additions during period—depreciation and amortization expense		96,454
Deductions during period—disposition and retirements of property		(80,258	)

Balance, December 31, 2007		756,703
Additions during period—depreciation and amortization expense		101,321
Deductions during period—disposition and retirements of property		(11,766	)

Balance, December 31, 2008		846,258
Additions during period—depreciation and amortization expense		103.698
Deductions during period—disposition and retirements of property		(11,869	)

Balance, December 31, 2009	$	938,087

F-38

FEDERAL REALTY INVESTMENT TRUST

SCHEDULE IV

MORTGAGE LOANS ON REAL ESTATE

Year Ended December 31, 2009

(Dollars in thousands)


Column A	Column B	Column C	Column D	Column E			Column F		Column G			Column H
Description of Lien	Interest Rate	Maturity Date	Periodic Payment Terms	Prior Liens			Face Amount of Mortgages		Carrying Amount of Mortgages(1)			Principal Amount of Loans Subject to delinquent Principal or Interest
Mortgage on a commercial building and second mortgage on two commercial buildings in Norwalk, CT	Greater of 10% or LIBOR plus 725 basis points	November 2009	Interest only, balloon payment due at maturity(2)	$	11,000	(3)	$	7,150	$	7,380	(4)	$	7,150

Second Mortgage on hotel in San Jose, CA	9%	August 2016	Principal and interest; balloon payment due at maturity(5)		36,000	(3)		15,493		11,817			—

Mortgage on retail buildings in Philadelphia, PA	8% or 10% based on timing of draws, plus participation	May 2021	Interest only monthly; balloon payment due at maturity		—			19,889		19,889	(6)		—

Mortgage on retail buildings in Philadelphia, PA	10% plus participation	May 2021	Interest only monthly; balloon payment due at maturity		—			9,250		9,250			—

				$	47,000		$	51,782	$	48,336		$	7,150

(1)	For Federal tax purposes, the aggregate tax basis is approximately $52.0 million as of December 31, 2009.

(2)	Interest was due monthly in arrears and was payable out of net cash flow from the two properties. Any unpaid interest was due at maturity. Included in the carrying amount of the mortgage at December 31, 2009 was $0.4 million of accrued but unpaid interest.

(3)	We do not hold the first mortgage loan on one of these properties. Accordingly, the amount of the prior lien at December 31, 2009 is estimated.

(4)

The borrower had two one-year extension options with interest at the greater of 12% or LIBOR plus 925 basis points, however, because the borrower failed to timely exercise its notice to extend the loan, the loan matured on November 4, 2009. Subsequent to the loan maturing, we placed the borrower in default and filed foreclosure proceedings. If we foreclose on the properties, we believe the fair value of the properties is in excess of the value of our mortgage note receivable plus the outstanding amount of the first lien on one property. Due to the status of the loan, we ceased recording interest income on the loan during 2009.

(5)	This note was amended on August 4, 2006. The amended note decreased the interest from 14% to 9% per annum, and requires monthly payments of principal and interest based on 15-year amortization schedule.

(6)	This mortgage is available for up to $25.0 million.

F-39

FEDERAL REALTY INVESTMENT TRUST

SCHEDULE IV

MORTGAGE LOANS ON REAL ESTATE—CONTINUED

Three Years Ended December 31, 2009

Reconciliation of Carrying Amount

(In thousands)


Balance, December 31, 2006	$	40,756
Additions during period:
Issuance of loans		8
Deductions during period:
Collection and satisfaction of loans		(556	)
Amortization of discount		430

Balance, December 31, 2007		40,638
Additions during period:
Issuance of loans		5,612
Loan fee		(219	)
Deductions during period:
Collection and satisfaction of loans		(719	)
Amortization of discount /loan fee		468

Balance, December 31, 2008		45,780
Additions during period:
Issuance of loans		2,759
Loan fee		(15	)
Deductions during period:
Collection and satisfaction of loans		(728	)
Amortization of discount /loan fee		540

Balance, December 31, 2009	$	48,336

F-40

EXHIBIT INDEX


Exhibit No.		Description
3.1		Declaration of Trust of Federal Realty Investment Trust dated May 5, 1999 as amended by the Articles of Amendment of Declaration of Trust of Federal Realty Investment Trust dated May 6, 2004, as corrected by the Certificate of Correction of Articles of Amendment of Declaration of Trust of Federal Realty Investment Trust dated June 17, 2004, as amended by the Articles of Amendment of Declaration of Trust of Federal Realty Investment Trust dated May 6, 2009 (previously filed as Exhibit 3.1 to the Trust’s Registration Statement on Form S-3 (File No. 333-160009) and incorporated herein by reference)

3.2		Amended and Restated Bylaws of Federal Realty Investment Trust dated February 12, 2003, as amended October 29, 2003, May 5, 2004, February 17, 2006 and May 6, 2009 (previously filed as Exhibit 3.2 to the Trust’s Registration Statement on Form S-3 (File No. 333-160009) and incorporated herein by reference)

4.1		Specimen Common Share certificate (previously filed as Exhibit 4(i) to the Trust’s Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 1-07533) and incorporated herein by reference)

4.2		Articles Supplementary relating to the 5.417% Series 1 Cumulative Convertible Preferred Shares of Beneficial Interest (previously filed as Exhibit 4.1 to the Trust’s Current Report on Form 8-K filed on March 13, 2007, (File No. 1-07533) and incorporated herein by reference)

4.3		Amended and Restated Rights Agreement, dated March 11, 1999, between the Trust and American Stock Transfer & Trust Company (previously filed as Exhibit 1 to the Trust’s Registration Statement on Form 8-A/A filed on March 11, 1999 (File No. 1-07533) and incorporated herein by reference)

4.4		First Amendment to Amended and Restated Rights Agreement, dated as of November 2003, between the Trust and American Stock Transfer & Trust Company (previously filed as Exhibit 4.5 to the Trust’s Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 1-07533) and incorporated herein by reference)

4.5		Second Amendment to Amended and Restated Rights Agreement, dated as of March 11, 2009, between the Trust and American Stock Transfer & Trust Company (previously filed as Exhibit 4.3 to the Trust’s current Report on Form 8-K (File No. 001-07533) and incorporated herein by reference)

4.6		Indenture dated December 1, 1993 related to the Trust’s 7.48% Debentures due August 15, 2026; and 6.82% Medium Term Notes due August 1, 2027; (previously filed 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), filed on December 13, 1993 and incorporated herein by reference)

4.7		Indenture dated September 1, 1998 related to the Trust’s 8.75% Notes due December 1, 2009; 6 1/8% Notes due November 15, 2007; 4.50% Notes due 2011; 5.65% Notes due 2016; 6.00% Notes due 2012; 6.20% Notes due 2017; 5.40% Notes due 2013; and 5.95% Notes due 2014 (previously filed as Exhibit 4(a) to the Trust’s Registration Statement on Form S-3 (File No. 333-63619) filed on September 17, 1998 and incorporated herein by reference)

4.8		Pursuant to Regulation S-K Item 601(b)(4)(iii), the Trust by this filing agrees, upon request, to furnish to the Securities and Exchange Commission a copy of other instruments defining the rights of holders of long-term debt of the Trust

10.1		Amended and Restated 1993 Long-Term Incentive Plan, as amended on October 6, 1997 and further amended on May 6, 1998 (previously filed as Exhibit 10.26 to the Trust’s Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 1-07533) and incorporated herein by reference)

EXHIBIT INDEX


Exhibit No.		Description
10.2		Form of Severance Agreement between the Trust and Certain of its Officers dated December 31, 1994 (previously filed as a portion of Exhibit 10 to the Trust’s Annual Report on Form 10-K for the year ended December 31, 1994 (File No. 1-07533) and incorporated herein by reference)

10.3		* Severance Agreement between the Trust and Donald C. Wood dated February 22, 1999 (previously filed as a portion of Exhibit 10 to the Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 (File No. 1-07533) (the “1999 1Q Form 10-Q”) and incorporated herein by reference)

10.4		* Executive Agreement between Federal Realty Investment Trust and Donald C. Wood dated February 22, 1999 (previously filed as a portion of Exhibit 10 to the 1999 1Q Form 10-Q and incorporated herein by reference)

10.5		* Amendment to Executive Agreement between Federal Realty Investment Trust and Donald C. Wood dated February 16, 2005 (previously filed as Exhibit 10.12 to the Trust’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 1-07533) (the “2004 Form 10-K”) and incorporated herein by reference)

10.6		* Split Dollar Life Insurance Agreement dated August 12, 1998 between the Trust and Donald C. Wood (previously filed as a portion of Exhibit 10 to the Trust’s Annual Report on Form 10-K for the year ended December 31, 2000 (File No. 1-07533) and incorporated herein by reference)

10.7		* Severance Agreement between the Trust and Jeffrey S. Berkes dated March 1, 2000 (previously filed as a portion of Exhibit 10 to the Trust’s Annual Report on Form 10-K for the year ended December 31, 2001 (File No. 1-07533) and incorporated herein by reference)

10.8		* Amendment to Severance Agreement between Federal Realty Investment Trust and Jeffrey S. Berkes dated February 16, 2005 (previously filed as Exhibit 10.17 to the 2004 Form 10-K and incorporated herein by reference)

10.9		* Severance Agreement dated March 1, 2002 between the Trust and Larry E. Finger (previously filed as a portion of Exhibit 10 to the Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (File No. 1-07533) and incorporated herein by reference)

10.10		* Amendment to Severance Agreement between Federal Realty Investment Trust and Larry E. Finger dated February 16, 2005 (previously filed as Exhibit 10.19 to the 2004 Form 10-K and incorporated herein by reference)

10.11		* Amendment to Stock Option Agreement dated August 15, 2002 between the Trust and Dawn M. Becker (previously filed as a portion of Exhibit 10 to the Trust’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002 (File No. 1-075330 and incorporated herein by reference)

10.12		2001 Long-Term Incentive Plan (previously filed as Exhibit 99.1 to the Trust’s S-8 Registration Number 333-60364 filed on May 7, 2001 and incorporated herein by reference)

10.13		* Health Coverage Continuation Agreement between Federal Realty Investment Trust and Donald C. Wood dated February 16, 2005 (previously filed as Exhibit 10.26 to the 2004 Form 10-K and incorporated herein by reference)

10.14		* Severance Agreement between the Trust and Dawn M. Becker dated April 19, 2000 (previously filed as Exhibit 10.26 to the Trust’s 2005 2Q Form 10-Q and incorporated herein by reference)

10.15		* Amendment to Severance Agreement between the Trust and Dawn M. Becker dated February 16, 2005 (previously filed as Exhibit 10.27 to the 2004 Form 10-K and incorporated herein by reference)

EXHIBIT INDEX


Exhibit No.		Description
10.16		Form of Restricted Share Award Agreement for awards made under the Trust’s 2003 Long-Term Incentive Award Program for shares issued out of 2001 Long-Term Incentive Plan (previously filed as Exhibit 10.28 to the 2004 Form 10-K and incorporated herein by reference)

10.17		Form of Restricted Share Award Agreement for awards made under the Trust’s Annual Incentive Bonus Program for shares issued out of 2001 Long-Term Incentive Plan (previously filed as Exhibit 10.29 to the 2004 Form 10-K and incorporated herein by reference)

10.18		Form of Option Award Agreement for options awarded under 2001 Long-Term Incentive Plan (previously filed as Exhibit 10.30 to the 2004 Form 10-K and incorporated herein by reference)

10.19		Form of Option Award Agreement for awards made under the Trust’s 2003 Long-Term Incentive Award Program for shares issued out of the 2001 Long-Term Incentive Plan (previously filed as Exhibit 10.32 to the 2005 Form 10-K and incorporated herein by reference)

10.20		Credit Agreement dated as of July 28, 2006, by and between the Trust, Wachovia Capital Markets LLC, Wachovia Bank, National Association and various other financial institutions (previously filed as Exhibit 10.1 to the Trust’s Current Report on Form 8-K (File No. 1-07533), filed on July 31, 2006 and incorporated herein by reference)

10.21		Amended and Restated 2001 Long-Term Incentive Plan (previously filed as Exhibit 10.34 to the Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 (File No. 1-07533) and incorporated herein by reference)

10.22		Restricted Share Award Agreement between the Trust and Joseph M. Squeri dated October 1, 2007 (previously filed as Exhibit 10.23 to the Trust’s Annual Report on Form 10-K for the year ended December 31, 2007 (File No 1-07533) (the “2007 Form 10-K”) and incorporated herein by reference)

10.23		Severance Agreement between the Trust and Joseph M. Squeri dated October 1, 2007 (previously filed as Exhibit 10.24 to the 2007 Form 10-K and incorporated herein by reference)

10.24		Credit Agreement dated as of November 9, 2007, by and among the Trust, Wachovia Capital Markets LLC, Wachovia Bank, National Association and various other financial institutions (previously filed as Exhibit 10.25 to the 2007 Form 10-K and incorporated herein by reference)

10.25		Change in Control Agreement between the Trust and Andrew P. Blocher dated February 12, 2007 (previously filed as Exhibit 10.27 to the Trust’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (File No. 1-07533) and incorporated herein by reference)

10.26		Amendment to Severance Agreement between the Trust and Donald C. Wood dated January 1, 2009 (previously filed as Exhibit 10.26 to the Trust’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-07533) (“the 2008 Form 10-K”) and incorporated herein by reference)

10.27		Second Amendment to Executive Agreement between the Trust and Donald C. Wood dated January 1, 2009 (previously filed as Exhibit 10.27 to the Trust’s 2008 Form 10-K and incorporated herein by reference)

10.28		Amendment to Health Coverage Continuation Agreement between the Trust and Donald C. Wood dated January 1, 2009 (previously filed as Exhibit 10.28 to the Trust’s 2008 Form 10-K and incorporated herein by reference)

10.29		Second Amendment to Severance Agreement between the Trust and Jeffrey S. Berkes dated January 1, 2009 (previously filed as Exhibit 10.29 to the Trust’s 2008 Form 10-K and incorporated herein by reference)

EXHIBIT INDEX


Exhibit No.		Description
10.30		Second Amendment to Severance Agreement between the Trust and Dawn M. Becker dated January 1, 2009 (previously filed as Exhibit 10.30 to the Trust’s 2008 Form 10-K and incorporated herein by reference)

10.31		Amendment to Change in Control Agreement between the Trust and Andrew P. Blocher dated January 1, 2009 (previously filed as Exhibit 10.31 to the Trust’s 2008 Form 10-K and incorporated herein by reference)

10.32		Amendment to Stock Option Agreements between the Trust and Andrew P. Blocher dated February 17, 2009 (previously filed as Exhibit 10.32 to the Trust’s 2008 Form 10-K and incorporated herein by reference)

10.33		Restricted Share Award Agreement between the Trust and Andrew P. Blocher dated February 17, 2009 (previously filed as Exhibit 10.33 to the Trust’s 2008 Form 10-K and incorporated herein by reference)

10.34		Combined Incentive and Non-Qualified Stock Option Agreement between the Trust and Andrew P. Blocher dated February 17, 2009 (previously filed as Exhibit 10.34 to the Trust’s 2008 Form 10-K and incorporated herein by reference)

10.35		Severance Agreement between the Trust and Andrew P. Blocher dated February 17, 2009 (previously filed as Exhibit 10.35 to the Trust’s 2008 Form 10-K and incorporated herein by reference)

10.36		Credit Agreement dated as of May 4, 2009, by and among the Trust, Wachovia Capital Markets LLC, PNC Capital Markets LLC, Wachovia Bank, National Association, PNC Bank, National Association and various other financial institutions (previously filed as Exhibit 10.37 to the Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 (File No. 1-07533) and incorporated herein by reference)

21.1		Subsidiaries of Federal Realty Investment Trust (filed herewith)

23.1		Consent of Grant Thornton LLP (filed herewith)

24.1		Power of Attorney (included on signature page)

31.1		Rule 13a-14(a) Certification of Chief Executive Officer (filed herewith)

31.2		Rule 13a-14(a) Certification of Chief Financial Officer (filed herewith)

32.1		Section 1350 Certification of Chief Executive Officer (filed herewith)

32.2		Section 1350 Certification of Chief Financial Officer (filed herewith)

*	Management contract or compensatory plan to be filed under Item 15(b) of Form 10-K.

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