EXHIBIT 1.2
Pricing Agreement
November 28, 2006
W ACHOVIA C APITAL M ARKETS , LLC
C ITIGROUP G LOBAL M ARKETS I NC .
B EAR , S TEARNS & C O .
I NC
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B ANC OF A MERICA S ECURITIES LLC
C OMMERZBANK C APITAL M ARKETS C ORP .
J.P. M ORGAN S ECURITIES I NC .
P IPER J AFFRAY & C O .
PNC C APITAL M ARKETS LLC
S UN T RUST C APITAL M ARKETS , I NC .
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c/o
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Wachovia
Capital Markets, LLC
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301 South
College Street
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NC0602
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Charlotte, NC
28288
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and
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Citigroup
Global Markets Inc.
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388 Greenwich
Street
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New York, New
York 10013
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Ladies and Gentlemen:
Federal Realty Investment Trust, a
Maryland real estate investment trust (the “Company”),
proposes, subject to the terms and conditions stated herein and in
the Underwriting Agreement, dated November 28, 2006 (the
“Underwriting Agreement”), between the Company on the
one hand and Wachovia Capital Markets, LLC, Citigroup Global
Markets Inc., Bear, Stearns & Co. Inc., Banc of America
Securities LLC, Commerzbank Capital Markets Corp., J.P. Morgan
Securities Inc., Piper Jaffray & Co., PNC Capital Markets
LLC and SunTrust Capital Markets, Inc. on the other hand, to issue
and sell to the Underwriters named in Schedule I hereto (the
“Underwriters”) the Securities specified in Schedule II
hereto (the “Designated Securities”). Each of the
provisions of the Underwriting Agreement is incorporated herein by
reference in its entirety, and shall be deemed to be a part of this
Pricing Agreement to the same extent as if such provisions had been
set forth in full herein; and each of the representations and
warranties set forth therein shall be deemed to have been made at
and as of the date of this Pricing Agreement, except that each
representation and warranty which refers to the Prospectus and the
General Disclosure Package in Section 2 of the Underwriting
Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in relation to the
Prospectus (as therein defined) and the General Disclosure Package
(as therein defined), and also a representation and warranty as of
the date of this Pricing Agreement in relation to the General
Disclosure Package and the Prospectus as amended or supplemented
relating to the Designated Securities which are the subject of this
Pricing Agreement. Each reference to the
Representatives herein and in the provisions of
the Underwriting Agreement so incorporated by reference shall be
deemed to refer to you. Unless otherwise defined herein, terms
defined in the Underwriting Agreement are used herein as therein
defined. The Representatives designated to act on behalf of the
Underwriters pursuant to Section 12 of the Underwriting
Agreement are Wachovia Capital Markets, LLC and Citigroup Global
Markets Inc., and the addresses of the Representatives referred to
in such Section 12 are set forth in Schedule II
hereto.
An amendment to the Registration
Statem
