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                                                                   Exhibit 4.01

                               [Face of Security]

                         FEDERAL REALTY INVESTMENT TRUST

                        6 1/8% Note due November 15, 2007

No.                                                                $150,000,000
    --------


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY, ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO THE DEPOSITORY OR
ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A
SUCCESSOR OF THE DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR.

THIS NOTE WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF
$1,000 AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF.

         FEDERAL REALTY INVESTMENT TRUST, a Maryland real estate investment
trust (herein referred to as the "Company," which term includes any successor
corporation under the Indenture referred to on the reverse hereof), for value
received, hereby promises to pay to Cede & Co. or registered assigns the
principal sum of One Hundred Fifty Million Dollars on November 15, 2007 (the
"Stated Maturity Date") or the date fixed for earlier redemption (the
"Redemption Date," and together with the Stated Maturity Date with respect to
principal repayable on such date, the "Maturity Date"), and to pay interest
thereon from November 19, 2002 or from the most recent interest payment date to
which interest has been paid or duly provided for, semi-annually on May 15 and
November 15 in each year (each, an "Interest Payment Date"), commencing May 15,
2003, at the rate of 6 1/8% per annum, until the principal hereof is paid or
duly provided for. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Holder in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be May 1 or November 1 (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date at the office or
agency of the Company maintained for such purpose; provided, however, that such
interest may be paid, at the Company's option, by mailing a check to such Holder
at its

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registered address or by transfer of funds to an account maintained by such
Holder within the United States. Any such interest not so punctually paid or
duly provided for shall forthwith cease to be payable to the Holder on such
Regular Record Date, and may be paid to the Holder in whose name this Note (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee referred to on the reverse hereof, notice whereof shall be given to
Holders of Notes of this series not less than 10 days prior to such Special
Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes
of this series may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture. Interest will be computed
on the basis of a 360-day year of twelve 30-day months.

         The principal of this Note payable on the Stated Maturity Date or the
principal of, premium, if any, and, if the Redemption Date is not an Interest
Payment Date, interest on this Note payable on the Redemption Date will be paid
against presentation of this Note at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York,
in such coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.

         Interest payable on this Note on any Interest Payment Date and on the
Maturity Date, as the case may be, will include interest accrued from and
including the next preceding Interest Payment Date in respect of which interest
has been paid or duly provided for (or from and including November 19, 2002, if
no interest has been paid on this Note) to but excluding such Interest Payment
Date or the Maturity Date, as the case may be. If any Interest Payment Date or
the Maturity Date falls on a day that is not a Business Day, as defined below,
principal, premium, if any, and/or interest payable with respect to such
Interest Payment Date or Maturity Date, as the case may be, will be paid on the
next succeeding Business Day with the same force and effect as if it were paid
on the date such payment was due, and no interest shall accrue on the amount so
payable for the period from and after such Interest Payment Date or Maturity
Date, as the case may be. "Business Day" means any day, other than a Saturday or
Sunday, on which banks in the City of New York and the City of Charlotte, State
of North Carolina, are not required or authorized by law or executive order to
close.

         All payments of principal, premium, if any, and interest in respect of
this Note will be made by the Company in immediately available funds.

         Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the Certificate of Authentication hereon has been executed by
the Trustee by manual signature of one of its authorized signatories, this Note
shall not be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.

                      [This space intentionally left blank]

                                       2

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         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

Dated: November __, 2002

                         FEDERAL REALTY INVESTMENT TRUST

                         By: ______________________________________
                             Steven J. Guttman
                             Chief Executive Officer and
                             Trustee

Attest:


-----------------------------
Dawn M. Becker
Vice President, General Counsel
and Secretary

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is the Note of the series designated therein referred to in the
within-mentioned Indenture.

                         WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee


                         By: ______________________________________
                             Authorized Signatory




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                              [Reverse of Security]

                         FEDERAL REALTY INVESTMENT TRUST

                        6 1/8% Note due November 15, 2007

         This Note is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of September 1, 1998 (herein called the
"Indenture") between the Company and Wachovia Bank, National Association, as
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture with respect to the series of which this Note is a part), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Note is one of the duly authorized series of
Securities designated as "6 1/8% Notes due November 15, 2007" (collectively, the
"Notes"), and the aggregate principal amount of the Notes to be issued under
such series is limited to $150,000,000 (except for Notes authenticated and
delivered upon transfer of, or in exchange for, or in lieu of other Notes). All
terms used in this Note which are defined in the Indenture shall have the
meanings assigned to them in the Indenture.

         If an Event of Default, as defined in the Indenture, shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.

         The Notes are subject to redemption at any time, in whole or in part,
at the election of the Company, at a redemption price equal to the greater of
(1) 100% of the principal amount of the Notes being redeemed, and (2) as
determined by the Quotation Agent (as defined below), the sum of the present
values of the remaining scheduled payments of principal and interest thereon
(not including any portion of such payments of interest accrued as of the
Redemption Date) discounted to the Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate (as defined below) plus 37.5 basis points plus, in each case,
accrued interest thereon to the Redemption Date; provided, however, that
installments of interest on this Note whose Stated Maturity Date is on or prior
to such Redemption Date will be payable to the Holder of this Note, or one or
more Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.

         As used herein:

          "Adjusted Treasury Rate" means, with respect to any Redemption Date,
     the rate per year equal to the semi-annual equivalent yield to maturity of
     the Comparable Treasury Issue, assuming a price for the Comparable Treasury
     Issue (expressed as a percentage of its principal amount) equal to the
     Comparable Treasury Price for such Redemption Date.

          "Comparable Treasury Issue" means the United States Treasury security
     selected by the Quotation Agent as having a maturity comparable to the
     remaining term of the

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     notes to be redeemed that would be utilized, at the time of selection and
     in accordance with customary financial practice, in pricing new issues of
     corporate debt securities of comparable maturity to the remaining term of
     such notes.

          "Comparable Treasury Price" means, with respect to any Redemption
     Date, (1) the average of the Reference Treasury Dealer Quotations for such
     Redemption Date, after excluding the highest and lowest such Reference
     Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than three
     such Reference Treasury Dealer quotations, the average of all such
     Quotations.

          "Quotation Agent" means the Reference Treasury Dealer appointed by the
     Company.

          "Reference Treasury Dealer" means (1) each of Merrill, Lynch, Pierce,
     Fenner & Smith Incorporated, Salomon Smith Barney Inc. and Wachovia
     Securities, Inc., and their respective successors; provided, however, that
     if any of the foregoing cease to be a primary U.S. Government securities
     dealer (a "Primary Treasury Dealer"), the Company will substitute therefor
     another Primary Treasury Dealer; and (2) any other Primary Treasury Dealer
     selected by the Company.

          "Reference Treasury Dealer Quotations" means, with respect to each
     Reference Treasury Dealer and any Redemption Date, the average, as
     determined by the Company, of the bid and asked prices for the Comparable
     Treasury Issue (expressed in each case as a percentage of its principal
     amount) quoted in writing to the Trustee by such Reference Treasury Dealer
     at 5:00 p.m. New York City time, on the third Business Day preceding such
     Redemption Date, together in the case of any such redemption with accrued
     interest to the Redemption Date; provided, however, that installments of
     interest on this Note whose Stated Maturity Date is on or prior to such
     Redemption Date will be payable to the Holder of this Note, or one or more
     Predecessor Securities, of record at the close of business on the relevant
     Record Dates referred to on the face hereof, all as provided in the
     Indenture.

         Notice of redemption will be given by mail to Holders of Securities,
not less than 30 nor more than 60 days prior to the Redemption Date, all as
provided in the Indenture.

         In the event of redemption of this Note in part only, a new Note or
Notes for the unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the cancellation hereof.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of not
less than a majority of the aggregate principal amount of all Securities issued
under the Indenture at the time Outstanding and affected thereby. The Indenture
also contains provisions permitting the Holders of not less than a majority of
the aggregate principal amount of the Outstanding Securities, on behalf of the
Holders of all such Securities, to waive compliance by the Company with certain
provisions of the Indenture.

                                       2

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Furthermore, provisions in the Indenture permit the Holders of not less than a
majority of the aggregate principal amount, in certain instances, of the
Outstanding Securities of any series to waive, on behalf of all of the Holders
of Securities of such series, certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Note shall
be conclusive and binding upon such Holder and upon all future Holders of this
Note and other Notes issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Note.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Note at the times, places and rate, and in the coin or
currency, herein prescribed.

         The Company will not, and will not permit any Subsidiary to, incur any
Debt (as defined below) if, immediately after giving effect to the incurrence of
such Debt and the application of the proceeds thereof, the aggregate principal
amount of all outstanding Debt of the Company and its Subsidiaries on a
consolidated basis determined in accordance with generally accepted accounting
principles is greater than 65% of the sum of (without duplication) (i) Total
Assets as of the end of the calendar quarter covered in the Company's Annual
Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most
recently filed with the Securities and Exchange Commission (or, if such filing
is not permitted under the Securities Exchange Act of 1934, with the Trustee)
prior to the incurrence of such additional Debt and (ii) the purchase price of
any real estate assets or mortgages receivable acquired, and the amount of any
securities offering proceeds received (to the extent such proceeds were not used
to acquire real estate assets or mortgages receivable or used to reduce Debt),
by the Company or any Subsidiary since the end of such calendar quarter,
including those proceeds obtained in connection with the incurrence of such
additional Debt.

         In addition to the foregoing limitation on the incurrence of Debt, the
Company will not, and will not permit any Subsidiary to, incur any Debt secured
by any mortgage, lien, charge, pledge, encumbrance or security interest of any
kind upon any of the property of the Company or any Subsidiary if, immediately
after giving effect to the incurrence of such Debt and the application of the
proceeds thereof, the aggregate principal amount of all outstanding Debt of the
Company and its Subsidiaries on a consolidated basis which is secured by any
mortgage, lien, charge, pledge, encumbrance or security interest on property of
the Company or any Subsidiary is greater than 40% of the sum of (without
duplication) (1) Total Assets as of the end of the calendar quarter covered in
the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as
the case may be, most recently filed with the Securities and Exchange Commission
(or, if such filing is not permitted under the Securities Exchange Act of 1934,
with the Trustee) prior to the incurrence of such additional Debt and (2) the
purchase price of any real estate assets or mortgages receivable acquired, and
the amount of any securities offering proceeds received (to the extent such
proceeds were not used to acquire real estate assets or mortgages receivable or
used to reduce Debt), by the Company or any Subsidiary since the end of such
calendar quarter, including those proceeds obtained in connection with the
occurrence of such additional Debt; provided, however, that for purposes of this
limitation, the amount of obligations under capital leases shown as a liability
on the Company's consolidated balance sheet shall be deducted from Debt and
Total Assets.

                                       3

<PAGE>

         Furthermore, the Company will not, and will not permit any Subsidiary
to, incur any Debt if the ratio of Consolidated Income Available for Debt
Service (as defined below) to the Annual Debt Service Charge (as defined below)
for the four consecutive fiscal quarters most recently ended prior to the date
on which such additional Debt is to be incurred shall have been less than 1.5 to
1, on an unaudited pro forma basis after giving effect thereto and to the
application of the proceeds therefrom, and calculated on the assumption that (i)
such Debt and any other Debt incurred by the Company and its Subsidiaries since
the first day of such four-quarter period and the application of the proceeds
therefrom, including to refinance other Debt, had occurred at the beginning of
such period; (ii) the repayment or retirement of any other Debt by the Company
and its Subsidiaries since the first day of such four-quarter period had been
incurred, repaid or retired at the beginning of such period (except that, in
making such computation, the amount of Debt under any revolving credit facility
shall be computed based upon the average daily balance of such Debt during such
period); (iii) in the case of Acquired Debt or Debt incurred in connection with
any acquisition since the first day of such four-quarter period, the related
acquisition had occurred as of the first day of such period with the appropriate
adjustments with respect to such acquisition being included in such unaudited
pro forma calculation; and (iv) in the case of any acquisition or disposition by
the Company or its Subsidiaries of any asset or group of assets since the first
day of such four-quarter period, whether by merger, stock purchase or sale, or
asset purchase or sale, such acquisition or disposition or any related repayment
of Debt had occurred as of the first day of such period with the appropriate
adjustments with respect to such acquisition or disposition being included in
such unaudited pro forma calculation.

         Furthermore, the Company and each of its Subsidiaries taken as a whole,
will, at all times maintain an Unencumbered Total Asset Value (as defined below)
in an amount not less than 125% of the aggregate outstanding principal amount of
the unsecured Debt of the Company and each of its Subsidiaries, taken as a
whole.

          As used herein,

          "Acquired Debt" means Debt of a Person (i) existing at the time such
     Person becomes a Subsidiary or (ii) assumed in connection with the
     acquisition of assets from such Person, in each case, other than Debt
     incurred in connection with, or in contemplation of, such Person becoming a
     Subsidiary or such acquisition. Acquired Debt shall be deemed to be
     incurred on the date of the related acquisition of assets from any Person
     or the date the acquired Person becomes a Subsidiary.

          "Annual Debt Service Charge" as of any date means the maximum amount
     which is payable in any period for interest on, and original issue discount
     of, Debt of the Company and its Subsidiaries and the amount of dividends
     which are payable in respect of any Disqualified Stock (as defined below).

          "Capital Stock" means, with respect to any Person, any capital stock
     (including preferred stock), shares, interests, participations or other
     ownership interests (however

                                       4

<PAGE>

     designated) of such Person and any rights (other than debt securities
     convertible into or exchangeable for corporate stock), warrants or options
     to purchase any thereof.

          "Consolidated Income Available for Debt Service" for any period means
     Funds from Operations (as defined below) of the Company and its
     Subsidiaries plus amounts which have been deducted for interest on Debt of
     the Company and its Subsidiaries.

          "Debt" means any indebtedness of the Company, or any Subsidiary,
     whether or not contingent, in respect of (without duplication) (i) borrowed
     money evidenced by bonds, notes, debentures or similar instruments, (ii)
     indebtedness secured by any mortgage, pledge, lien, charge, encumbrance or
     any security interest existing on property owned by the Company or any
     Subsidiary, (iii) the reimbursement obligations, contingent or otherwise,
     in connection with any letters of credit actually issued or amounts
     representing the balance deferred and unpaid of the purchase price of any
     property or services, except any such balance that constitutes an accrued
     expense or trade payable, or all conditional sale obligations or
     obligations under any title retention agreement, (iv) the principal amount
     of all obligations of the Company or any Subsidiary with respect to
     redemption, repayment or other repurchase of any Disqualified Stock or (v)
     any lease of property by the Company or any Subsidiary as lessee which is
     reflected on the Company's consolidated balance sheet as a capitalized
     lease in accordance with generally accepted accounting principles to the
     extent, in the case of items of indebtedness under (i) through (iii) above,
     that any such items (other than letters of credit) would appear as a
     liability on the Company's consolidated balance sheet in accordance with
     generally accepted accounting principles, and also includes, to the extent
     not otherwise included, any obligation of the Company or any Subsidiary to
     be liable for, or to pay, as obligor, guarantor or otherwise (other than
     for purposes of collection in the ordinary course of business or for the
     purposes of guaranteeing the payment of all amounts due and owing pursuant
     to leases to which the Company is a party and has assigned its interest,
     provided that such assignee of the Company is not in default of any amounts
     due and owing under such leases), Debt of another Person (other than the
     Company or any Subsidiary) (it being understood that Debt shall be deemed
     to be incurred by the Company or any Subsidiary whenever the Company or
     such Subsidiary shall create, assume, guarantee or otherwise become liable
     in respect thereof).

          "Disqualified Stock" means, with respect to any Person, any Capital
     Stock of such Person which by the terms of such Capital Stock (or by the
     terms of any security into which it is convertible or for which it is
     exchangeable or exercisable), upon the happening of any event or otherwise
     (i) matures or is mandatorily redeemable, pursuant to a sinking fund
     obligation or otherwise, (ii) is convertible into or exchangeable or
     exercisable for Debt or Disqualified Stock or (iii) is redeemable at the
     option of the holder thereof, in whole or in part, in each case on or prior
     to the Stated Maturity of the Notes.

          "Funds from Operations" for any period means income available to
     common shareholders before depreciation and amortization of real estate
     assets and before extraordinary items less gain on sale of real estate.

                                       5

<PAGE>

          "Total Assets" as of any date means the sum of (i) the Company's and
     its Subsidiaries' Undepreciated Real Estate Assets and (ii) all other
     assets of the Company and its Subsidiaries determined in accordance with
     generally accepted accounting principles (but excluding goodwill).

          "Undepreciated Real Estate Assets" as of any date means the cost
     (original cost plus capital improvements) of real estate assets of the
     Company and its Subsidiaries on such date, before depreciation and
     amortization determined on a consolidated basis in accordance with
     generally accepted accounting principles.

          "Unencumbered Total Asset Value" as of any date means the sum of (i)
     those Undepreciated Real Estate Assets not encumbered by any mortgage,
     lien, charge, pledge or security interest and (ii) all other assets of the
     Company and each of its Subsidiaries on a consolidated basis determined in
     accordance with generally accepted accounting principles (but excluding
     intangibles and accounts receivable), in each case which are unencumbered
     by any mortgage, lien, charge, pledge or security interest.

         As provided in the Indenture and subject to certain limitations therein
and herein set forth, the transfer of this Note is registrable in the Security
Register of the Company upon surrender of this Note for registration of transfer
at the office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this Note are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or by his
attorney duly authorized in writing, and thereupon one or more new Notes, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

         As provided in the Indenture and subject to certain limitations therein
and herein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of different authorized denominations but otherwise having the
same terms and conditions, as requested by the Holder hereof surrendering the
same.

         The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

                                       6

<PAGE>

         The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed entirely in such State.

                                       7