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[FEDERAL REALTY INVESTMENT TRUST LETTERHEAD]
April 12, 1999
Dear Shareholder:
A few weeks ago, we mailed you proxy materials relating to the Annual
Meeting of the Trust's shareholders, scheduled for May 5, 1999. This year's
meeting is of particular importance since, in addition to electing Trustees,
shareholders are being asked to consider and approve a proposal to change the
domicile of the Trust from the District of Columbia to Maryland by amending our
declaration of trust.
Your Board of Trustees believes that this reorganization is in the best
interests of the Trust and its shareholders, and unanimously recommends a vote
FOR this important proposal. Your Board believes that Maryland law will provide
specific rights and powers in connection with the organization and operation of
the Trust and will make clear rights and powers which are not specifically
granted to trusts under District of Columbia law. In addition, Maryland trust
REITs are not subject to annual franchise or similar taxes imposed by many other
states on corporate or trust entities. The Board believes that reorganization as
a Maryland trust REIT should provide greater predictability with respect to
the Trust's affairs.
In order to be approved, the reorganization proposal must receive the
affirmative vote of holders of at least two-thirds of the Trust's outstanding
shares. Therefore, a failure to vote will have the same effect as a vote AGAINST
the reorganization proposal. Accordingly, please complete the enclosed
duplicate proxy and return it in the envelope provided at your earliest
convenience. We hope every shareholder will vote his or her shares.
Your interest and participation in the affairs of the Trust are
appreciated.
Sincerely,
/s/
Steven J. Guttman
President and Chief
Executive Officer
