FOURTH AMENDMENT of the EMPLOYMENT AGREEMENT

Employment Agreement Amendment

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This Employment Agreement Amendment involves

HERITAGE PROPERTY INVESTMENT TRUST INC | THOMAS C. PRENDERGAST

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Title: FOURTH AMENDMENT of the EMPLOYMENT AGREEMENT
Governing Law: Maryland Date: 1/5/2006
Industry: REOPER

Search Employment Agreement Amendment by:

Exhibit 10

Exhibit 10.1

FOURTH AMENDMENT

of the

EMPLOYMENT AGREEMENT

between

THOMAS C. PRENDERGAST

and

HERITAGE PROPERTY INVESTMENT TRUST, INC.

This agreement (the “Agreement”), dated this 30^th day of December, 2005, is by and between Heritage Property Investment Trust, Inc., a corporation organized under the laws of the State of Maryland and having its principal place of business at 131 Dartmouth Street, Boston, Massachusetts 02116 (the “Company”), and Thomas C. Prendergast, an individual currently residing at 62 Jack Pine Drive, Sudbury, Massachusetts 01776 (the “Executive”):

WITNESSETH THAT:

WHEREAS, the Executive and the Company have heretofore entered into an employment agreement, dated as of July 9, 1999 (the “Employment Agreement”);

WHEREAS, the Employment Agreement may be amended by a written instrument signed by the Executive and a duly authorized representative of the Board of Directors of the Company;

WHEREAS, the Company and the Executive have previously amended the Employment Agreement by their written agreements dated April 3, 2000, February 1, 2001 and July 24, 2002;

WHEREAS, the Company and the Executive desire and intend to further amend the Employment Agreement as provided herein

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