<PAGE>

                                                                     Exhibit 4.2
                                                                     -----------

                           FORM OF SHARE CERTIFICATE
                           -------------------------

            8  1/2% SERIES B CUMULATIVE REDEEMABLE PREFERRED SHARES
                           $0.01 PAR VALUE PER SHARE
                    LIQUIDATION PREFERENCE $25.00 PER SHARE

                   [LOGO OF FEDERAL REALTY INVESTMENT TRUST]
                (GOVERNING LAW CHANGED TO THE STATE OF MARYLAND)

                                         CUSIP #313747 50 3

                                         SEE REVERSE FOR IMPORTANT NOTICE OF
                                         TRANSFER RESTRICTIONS AND OTHER
                                         INFORMATION

THIS CERTIFIES THAT [SPECIMEN]

is the owner of _________________

fully paid and non-assessable 8 1/2% Series B Cumulative Redeemable Preferred
Shares, par value $0.01 per share, in Federal Realty Investment Trust,
transferable on the books of the Trust in person or by attorney duly authorized
in writing upon the surrender of this certificate properly endorsed.  This
certificate and the shares represented hereby are issued and shall be held
subject to all provisions of the Trust's Declaration of Trust and any amendments
thereof, copies of which are on file with the transfer agent, to all provisions
of which the holder hereof by acceptance of this certificate assents.  This
certificate is not valid unless countersigned by the transfer agent and
registered by the transfer agent and registrar.

WITNESS the facsimile seal of the Trust and the facsimile signatures of its duly
authorized officers.

DATED:

                                         Countersigned and Registered: American
                                         Stock Transfer & Trust Company,
                                         Transfer Agent and Registrar


/s/ Steven J. Guttman            /s/ Nancy J. Herman       By:
Chairman and Chief Executive     Secretary
Officer                                                    Authorized Signature



                                      16
<PAGE>

                        [FORM OF REVERSE OF CERTIFICATE]

     DUE TO THE AMENDMENT AND RESTATEMENT OF THE TRUST'S DECLARATION OF TRUST,
THE SHARES REPRESENTED HEREBY ARE ISSUED AND HELD SUBJECT TO ALL OF THE
PROVISIONS OF THE BYLAWS OF THE TRUST, AS AMENDED, IN ADDITION TO THE
DECLARATION OF TRUST, AS AMENDED


     The following abbreviations,  when used in the inscription on the face of
this  certificate,  shall be construed a though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S>                                                                <C>
TEN COM  --  as tenants in common                                  UNIF GIFT MIN ACT
                                                                                     ----------------------------------------------
TEN ENT  --  as tenant by the entireties                                                   (Cust.)              (Minor)

JT TEN   --  as joint tenants with the                                               under Uniform Gifts to Minors Act
             right of survivorship and not as
             tenants in common                                                       --------------------------------------
                                                                                                    (State)
</TABLE>

Additional abbreviations may be used though not in the above list.

For Value Received, ____________________________________ hereby sell, assign and
transfer unto

                     PLEASE INSERT SOCIAL SECURITY OR OTHER
                        IDENTIFYING NUMBER OF ASSIGNEE.
                        -------------------------------
|                                 |
                                  -

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)

                                                       8 1/2% Series B
-------------------------------------------------------
Cumulative Redeemable Preferred Shares, $0.01 par value, represented by the
within Certificate, and do hereby irrevocably constitute and appoint
                                                        Attorney  to  transfer
-------------------------------------------------------
the said  shares on the books of the within-named Trust with full power of
substitution in the premises.

Dated
      -------------------          ------------------------------------------
                                   NOTICE:  The signature to this assignment
                                   must correspond with the name as written
                                   upon the form of the Certificate in every
                                   particular, without alteration or
                                   enlargement or any change whatever.

                               IMPORTANT NOTICE
                               ----------------

     THE TRUST WILL FURNISH TO ANY SHAREHOLDER, ON REQUEST AND WITHOUT CHARGE, A
FULL STATEMENT OF THE INFORMATION REQUIRED BY SECTION 8-203(d) OF THE
CORPORATIONS AND ASSOCIATIONS ARTICLE OF THE ANNOTATED CODE OF MARYLAND WITH
RESPECT TO THE DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND OTHER RIGHTS,
VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND OTHER
DISTRIBUTIONS, QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE
SHARES OF EACH CLASS OF BENEFICIAL INTEREST WHICH THE TRUST HAS AUTHORITY TO
ISSUE AND, IF THE TRUST IS AUTHORIZED TO ISSUE ANY PREFERRED SHARES OF ANY
SPECIAL CLASS IN SERIES, (i) THE DIFFERENCES IN THE RELATIVE RIGHTS AND
PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT SET, AND (ii) THE
AUTHORITY OF THE BOARD OF TRUSTEES TO SET SUCH RIGHTS AND PREFERENCES OF
SUBSEQUENT SERIES.  THE FOREGOING SUMMARY DOES NOT PURPORT TO BE COMPLETE AND IS
SUBJECT TO AND QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE DECLARATION OF
TRUST, A COPY OF WHICH WILL BE SENT WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO
REQUESTS.  SUCH REQUEST MUST BE MADE TO THE SECRETARY OF THE TRUST AT ITS
PRINCIPAL OFFICE OR TO THE TRANSFER AGENT.

     THE TRUST WILL FURNISH A FULL STATEMENT OF THE RESTRICTIONS ON
TRANSFERABILITY TO ANY SHAREHOLDER OF THE TRUST ON REQUEST AND WITHOUT CHARGE.
SUCH REQUEST MUST BE MADE TO THE SECRETARY OF THE TRUST AT ITS PRINCIPAL OFFICE
OR TO THE TRANSFER AGENT.

                                      17