Common use of THE TOWN AND COUNTRY TRUST Clause in Contracts

THE TOWN AND COUNTRY TRUST. By: ----------------------------- Its: ---------------------------- Attest: -------------------------- ------------------------, as Warrant Agent By: ----------------------------- Its: ---------------------------- Attest: -------------------------- Exhibit A FORM OF WARRANT CERTIFICATE [Face of Warrant Certificate] [IF WARRANTS ARE ATTACHED TO Before _______________, this OTHER SECURITIES AND ARE NOT Warrant Certificate cannot be IMMEDIATELY DETACHABLE. transferred or exchanged unless attached to a [Title of Other Securities].] [FORM OF LEGEND IF WARRANTS ARE Before _______________, NOT IMMEDIATELY EXERCISABLE. Warrants evidenced by this Warrant Certificate cannot be exercised.] EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT AGENT AS PROVIDED HEREIN VOID AFTER [______] P.M., [CITY] TIME, ON ____________, ____ THE TOWN AND COUNTRY TRUST Warrants to Purchase [Title of Warrant Securities] No. __________ Warrant Certificate Representing___________ Warrants This certifies that ____________________________ or registered assigns is the registered owner of the above indicated number of Warrants, each Warrant entitling such owner [IF WARRANTS ARE ATTACHED TO OTHER SECURITIES AND ARE NOT IMMEDIATELY DETACHABLE -, subject to the registered owner qualifying as a "Holder" of this Warrant Certificate, as hereinafter defined) to purchase, at any time [after [___] p.m., [City] time, on _______________ and] on or before [___] p.m., [City] time, on _________________, ____________ shares of [Title of Warrant Securities] (the "Warrant Securities"), of The Town and Country Trust (the "Trust") on the following basis: during the period from _______________, through and including ______________, the exercise price of each Warrant will be ___________; during the period from ________, through and including ________, the exercise price of each warrant will be ________ (the "Warrant Price"). No adjustment shall be made for any dividends on any Warrant Securities issuable upon exercise of any Warrant so long as the record date for such dividend is prior to the effective time of the exercise of this Warrant. The Holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full [in lawful money of the United States of America] [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] in immediately available funds, the Warrant Price for each Warrant exercised to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the "Warrant Agent"), [or _______________], which is, on the date hereof, at the address specified on the reverse hereof, and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement (as hereinafter defined).

THE TOWN AND COUNTRY TRUST. By: ----------------------------- Its------------------------------------ Name: Title: THE TC OPERATING LIMITED PARTNERSHIP By: The Town and Country Trust, its General Partner By: ---------------------------- AttestName: -------------------------- ------------------------, as Warrant Agent ByTitle: ----------------------------- Its: ---------------------------- Attest: -------------------------- Exhibit A FORM OF WARRANT CERTIFICATE ANNEX I PRICING AGREEMENT [Face Names of Warrant CertificateRepresentative(s)] [IF WARRANTS ARE ATTACHED TO Before _______________, this OTHER SECURITIES AND ARE NOT Warrant Certificate cannot be IMMEDIATELY DETACHABLE. transferred or exchanged unless attached to a [Title As Representatives of Other Securities].] [FORM OF LEGEND IF WARRANTS ARE Before _______________, NOT IMMEDIATELY EXERCISABLE. Warrants evidenced by this Warrant Certificate cannot be exercised.] EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT AGENT AS PROVIDED HEREIN VOID AFTER [______] P.M.the Several Underwriters named in Schedule I hereto, [CITYc/o --------------------------------- ------------------------------------- -------------------------------------] TIMEDear Sirs: The Town and Country Trust, ON ____________a Maryland real estate investment trust (the "Trust") and a general partner of The TC Operating Limited Partnership (the "Operating Partnership"), ____ THE TOWN AND COUNTRY TRUST Warrants proposes subject to Purchase [Title of Warrant Securities] No. __________ Warrant Certificate Representing___________ Warrants This certifies that the terms and conditions stated herein and in the Underwriting Agreement, dated ____________________________ or registered assigns is the registered owner of the above indicated number of Warrants, each Warrant entitling such owner [IF WARRANTS ARE ATTACHED TO OTHER SECURITIES AND ARE NOT IMMEDIATELY DETACHABLE -, subject relating to the registered owner qualifying as a "Holder" Trust's Preferred Shares of this Warrant CertificateBeneficial Interest, as hereinafter defined) to purchase, at any time [after [___] p.m., [City] time, on _______________ and] on or before [___] p.m., [City] time, on _________________, ____________ shares of [Title of Warrant Securities] par value $.01 per share (the "Warrant SecuritiesUnderwriting Agreement"), of The Town to issue and Country Trust sell to the Underwriters named in Schedule I hereto (the "TrustUnderwriters") on the following basis: during the period from _______________, through and including ______________, the exercise price of each Warrant will be ___________; during the period from ________, through and including ________, the exercise price of each warrant will be ________ Shares specified in Schedule II hereto (the "Warrant Price"Designated Shares" [consisting of Firm Shares and any Optional Shares the Underwriters may elect to purchase]). No adjustment Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be made for any dividends on any Warrant Securities issuable upon exercise deemed to be a part of any Warrant so long as the record date for such dividend is prior this Agreement to the effective time same extent as if such provisions had been set forth in full herein; and each of the exercise representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Warrant. The Holder may exercise Pricing Agreement, except that each representation and warranty which refers to the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying Prospectus in full [in lawful money Section 2 of the United States Underwriting Agreement shall be deemed to be a representation or warranty as of America] [the date of the Underwriting Agreement in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] in immediately available funds, the Warrant Price for each Warrant exercised relation to the Warrant Agent Prospectus (as hereinafter therein defined) and by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the "Warrant Agent"), [or _______________], which is, on and also a representation and warranty as of the date hereof, at the address specified on the reverse hereof, and upon compliance with and subject of this Pricing Agreement in relation to the conditions set forth 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 Warrant 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 hereinafter therein defined). The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Shares pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth in Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Shares, in the form heretofore delivered to you is now proposed to be filed with the Commission.

THE TOWN AND COUNTRY TRUST. By: ----------------------------- Its-------------------------------------- Name: ---------------------------- AttestTitle: -------------------------- ------------------------, as Warrant Agent THE TC OPERATING LIMITED PARTNERSHIP By: ----------------------------- ItsThe Town and Country Trust, its General Partner By: ---------------------------- Attest-------------------------------------- Name: -------------------------- Exhibit A FORM Title: ANNEX I PRICING AGREEMENT [NAMES OF WARRANT CERTIFICATE [Face REPRESENTATIVE] As Representatives of Warrant Certificate] [IF WARRANTS ARE ATTACHED TO Before _______________, this OTHER SECURITIES AND ARE NOT Warrant Certificate cannot be IMMEDIATELY DETACHABLE. transferred or exchanged unless attached to a [Title of Other Securities].] [FORM OF LEGEND IF WARRANTS ARE Before _______________, NOT IMMEDIATELY EXERCISABLE. Warrants evidenced by this Warrant Certificate cannot be exercised.] EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT AGENT AS PROVIDED HEREIN VOID AFTER [______] P.M.the Several Underwriters named in Schedule I hereto, [CITYC/O ------------------------ ---------------------------- ----------------------------] TIMEDear Sirs: The Town and Country Trust, ON ____________a Maryland real estate investment trust (the "Trust") and general partner of The TC Operating Limited Partnership (the "Operating Partnership"), ____ THE TOWN AND COUNTRY TRUST Warrants to Purchase [Title of Warrant Securities] No. __________ Warrant Certificate Representing___________ Warrants This certifies that ____________________________ or registered assigns is the registered owner of the above indicated number of Warrants, each Warrant entitling such owner [IF WARRANTS ARE ATTACHED TO OTHER SECURITIES AND ARE NOT IMMEDIATELY DETACHABLE -proposes, subject to the registered owner qualifying as a "Holder" of this Warrant Certificateterms and conditions stated herein and in the Underwriting Agreement, as hereinafter defined) to purchase, at any time [after [___] p.m., [City] time, on _______________ and] on or before [___] p.m., [City] time, on __dated _______________, ____________ shares , relating to the Trust's Common Shares of [Title of Warrant Securities] Beneficial Interest, par value $.01 per share (the "Warrant SecuritiesUnderwriting Agreement"), of The Town to issue and Country Trust sell to the Underwriters named in Schedule I hereto (the "TrustUnderwriters") on the following basis: during the period from _______________, through and including ______________, the exercise price of each Warrant will be ___________; during the period from ________, through and including ________, the exercise price of each warrant will be ________ Shares specified in Schedule II hereto (the "Warrant Price"Designated Shares" [consisting of Firm Shares and any Optional Shares the Underwriters may elect to purchase]). No adjustment Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be made for any dividends on any Warrant Securities issuable upon exercise deemed to be a part of any Warrant so long as the record date for such dividend is prior this Agreement to the effective time same extent as if such provisions had been set forth in full herein; and each of the exercise representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Warrant. The Holder may exercise Pricing Agreement, except that each representation and warranty which refers to the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying Prospectus in full [in lawful money Section 2 of the United States Underwriting Agreement shall be deemed to be a representation or warranty as of America] [the date of the Underwriting Agreement in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] in immediately available funds, the Warrant Price for each Warrant exercised relation to the Warrant Agent Prospectus (as hereinafter therein defined) and by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the "Warrant Agent"), [or _______________], which is, on and also a representation and warranty as of the date hereof, at the address specified on the reverse hereof, and upon compliance with and subject of this Pricing Agreement in relation to the conditions set forth 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 Warrant 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 hereinafter therein defined). The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Shares pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth in Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Shares, in the form heretofore delivered to you is now proposed to be filed with the Commission.

THE TOWN AND COUNTRY TRUST. By (SEAL) ------------------------- ---------------------------- James Dolphin Senior Vice Presxxxxx XXXXXXS OR ATTEST: THE TC OPERATING LIMITED PARTNERSHIP By: ----------------------------- ItsThe Town and Country Trust Managing General Partner By (SEAL) ------------------------- ----------------------- James Dolphin Senior Vice Xxxxxxxxx XITNESS OR ATTEST: ---------------------------- Attest: -------------------------- ------------------------, as Warrant Agent THE TC PROPERTY COMPANY II By: The TC Operating Limited Partnership Managing General Partner By: The Town and Country Trust Managing General Partner By (SEAL) ------------------------- ----------------- James Dolphin Seniox Xxxx Xxxxxxent WITNESS: ALLFIRST BANK By (SEAL) ------------------------- ---------------------------- Name: Title: STATE OF ______________, __________ OF __________, TO WIT: I HEREBY CERTIFY, that on this ______ day of ______________, 2002, before me, the undersigned Notary Public of said State, personally appeared James Dolphin, who acknowledged himself to be a Senior Vice President xx Xxx Xxxx and Country Trust, a real estate investment trust organized and existing under the laws of the State of Maryland, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he executed the same for the purposes therein contained as the duly authorized Senior Vice President of said real estate investment trust by signing the name of the real estate investment trust by himself as Senior Vice President. WITNESS my hand and Notarial Seal. ----------------------------- ItsNotary Public My Commission Expires: ---------------------------- AttestSTATE OF ______________, __________ OF __________, TO WIT: -------------------------- Exhibit A FORM I HEREBY CERTIFY, that on this ______ day of ______________, 2002, before me, the undersigned Notary Public of said State, personally appeared James Dolphin, who acknowledged himself to be a Senior Vice President xx Xxx Xxxx and Country Trust, a real estate investment trust organized and existing under the laws of the State of Maryland, and general partner of The TC Operating Limited Partnership, a Maryland limited partnership, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he executed the same for the purposes therein contained as the duly authorized Senior Vice President of said real estate investment trust by signing the name of the real estate investment trust by himself as Senior Vice President. WITNESS my hand and Notarial Seal. ----------------------------- Notary Public My Commission Expires: STATE OF WARRANT CERTIFICATE [Face ______________, __________ OF __________, TO WIT: I HEREBY CERTIFY, that on this ______ day of Warrant Certificate] [IF WARRANTS ARE ATTACHED ______________, 2002, before me, the undersigned Notary Public of said State, personally appeared James Dolphin, who acknowledged himself to be a Senior Vice President xx Xxx Xxxx and Country Trust, a real estate investment trust organized and existing under the laws of the State of Maryland, and general partner of The TC Operating Limited Partnership, a Maryland limited partnership and managing general partner of The TC Property Company II, a Maryland general partnership, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he executed the same for the purposes therein contained as the duly authorized Senior Vice President of said real estate investment trust by signing the name of the real estate investment trust by himself as Senior Vice President. WITNESS my hand and Notarial Seal. ----------------------------- Notary Public My Commission Expires: STATE OF MARYLAND, __________ OF __________, TO Before WIT: I HEREBY CERTIFY, that on this ______ day of ______________, 2002, before me, the undersigned Notary Public of said State, personally appeared _______________________, this OTHER SECURITIES AND ARE NOT Warrant Certificate cannot who acknowledged himself/herself to be IMMEDIATELY DETACHABLE. transferred or exchanged unless attached to a [Title of Other Securities].] [FORM OF LEGEND IF WARRANTS ARE Before _______________, NOT IMMEDIATELY EXERCISABLE. Warrants evidenced by this Warrant Certificate cannot be exercised.] EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT AGENT AS PROVIDED HEREIN VOID AFTER [______] P.M._ of Allfirst Bank, [CITY] TIMEa Maryland banking corporation, ON known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he/she executed the same for the purposes therein contained as the duly authorized ____________, ____ THE TOWN AND COUNTRY TRUST Warrants to Purchase [Title of Warrant Securities] No. __________ Warrant Certificate Representing___________ Warrants This certifies that of said Bank by signing the name of the Bank by himself/herself as ____________________________ or registered assigns is the registered owner of the above indicated number of Warrants, each Warrant entitling such owner [IF WARRANTS ARE ATTACHED TO OTHER SECURITIES AND ARE NOT IMMEDIATELY DETACHABLE -, subject to the registered owner qualifying as a "Holder" of this Warrant Certificate, as hereinafter defined) to purchase, at any time [after [___] p.m., [City] time, on _______________ and] on or before [___] p.m., [City] time, on _________________, ____________ shares of [Title of Warrant Securities] (the "Warrant Securities"), of The Town . WITNESS my hand and Country Trust (the "Trust") on the following basis: during the period from _______________, through and including ______________, the exercise price of each Warrant will be ___________; during the period from ________, through and including ________, the exercise price of each warrant will be ________ (the "Warrant Price")Notarial Seal. No adjustment shall be made for any dividends on any Warrant Securities issuable upon exercise of any Warrant so long as the record date for such dividend is prior to the effective time of the exercise of this Warrant. The Holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full [in lawful money of the United States of America] [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] in immediately available funds, the Warrant Price for each Warrant exercised to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the "Warrant Agent"), [or _______________], which is, on the date hereof, at the address specified on the reverse hereof, and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement (as hereinafter defined).----------------------------- Notary Public My Commission Expires: