FEDERAL REALTY INVESTMENT TRUST
AMENDMENT TO BERKES STOCK OPTION AGT
<DOCUMENT>
<TYPE>EX-10.III
<SEQUENCE>5
<FILENAME>dex10iii.txt
<DESCRIPTION>AMENDMENT TO BERKES STOCK OPTION AGT
<TEXT>
<PAGE>


                       AMENDMENT TO STOCK OPTION AGREEMENT

     This Amendment to Stock Option Agreement ("Amendment") is made and entered
into as of the 15/th/ day of August, 2002, by and between FEDERAL REALTY
INVESTMENT TRUST, a Maryland real estate investment trust ("Trust"), and Jeffrey
S. Berkes ("Executive").

     WHEREAS, Executive and the Trust have entered into that certain Combined
Incentive and Non-Qualified Stock Option Agreement for Employees dated February
15, 2000, setting forth the terms of the award of 30,000 options at the exercise
price of $18.00, expiring February 15, 2010 (the "Stock Option Agreement"); and

     WHEREAS, Executive is now an executive officer of the Trust, and Executive
and the Trust wish to amend the above-referenced stock option agreement;

     NOW THEREFORE, in consideration of the foregoing, of the mutual promises
herein contained and of other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound, agree as follows:

     1.   The Stock Option Agreement is amended as follows:

          1.1  In Section 4, subparagraph (a)(i) is amended by deleting the
               phrase "within three months" and replacing it with the phrase
               "within one year."

          1.2  Section 5 is hereby amended by deleting all references therein to
               payment of the option exercise price in the form of a promissory
               note.

     2.   Capitalized terms used in this Amendment, unless otherwise defined
herein, have the respective meanings given to such terms in the Stock Option
Agreement.

     3.   Except as specifically modified hereby, the Stock Option Agreement
remains in full force and effect, and the Trust and Executive hereby ratify and
reaffirm each and all of the terms and provisions of the Stock Option Agreement
as modified hereby.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment to be
effective as of the day and year indicated above.

                                            FEDERAL REALTY INVESTMENT TRUST

                                            By:_________________________________
                                            Name:
                                            Title:

WITNESS:                                    EXECUTIVE

____________________________________        ____________________________________
                                            Jeffrey S. Berkes

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