Pricing Agreement

Exhibit 1.2

Pricing Agreement

December 20, 2007

MERRILL LYNCH & CO.

Merrill Lynch, Pierce, Fenner & Smith

                      Incorporated

Wachovia Capital Markets, LLC

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 December 20, 2007 (the “Underwriting Agreement”), between the Company on the one hand and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Wachovia Capital Markets, LLC (together with Merrill Lynch, the “Underwriters”), on the other hand, to issue and sell to the Underwriters, the Shares specified in Schedule II hereto (the “Designated Shares”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; 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 Shares 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.

A supplement to the Prospectus relating to the Designated Shares, in the form heretofore delivered to you, is now proposed to be filed with the Commission.

Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from

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the Company, at the Time of Delivery and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the number of Shares (as defined in Schedule II hereto) set forth opposite the name of such Underwriter in Schedule I hereto.

The Company hereby agrees to reimburse the Underwriters for their reasonable out-of-pocket expenses incurred in connection with the offering.

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

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

Accepted as of the date hereof:

MERRILL LYNCH, PIERCE, FENNER & SMITH

                              INCORPORATED

WACHOVIA CAPITAL MARKETS, LLC

By: Merrill Lynch, Pierce, Fenner & Smith

                              Incorporated

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SCHEDULE I

I-1

SCHEDULE II

II-1

II-2

SCHEDULE III

List of Persons Subject to Lock-Up

Donald C. Wood

Larry E. Finger

Joseph M. Squeri

III-1