Common use of THE TOWN AND COUNTRY TRUST Clause in Contracts

THE TOWN AND COUNTRY TRUST. By: ------------------------------ Name: Accepted as of the date hereof: Title: Name(s) of Representative(s) THE TC OPERATING LIMITED PARTNERSHIP By: By: The Town and Country Trust, ------------------------------- its General Partner Name: Title: By: ------------------------------- Name: Title: SCHEDULE I [Maximum Number Number of of Optional [Firm] Shares Shares Which UNDERWRITER to be Purchased May be Purchased] ----------- --------------- ----------------- [Names of Underwriters]........................... [Total.............................. ------------------- -------------------] SCHEDULE II TITLE OF DESIGNATED SHARES: Preferred Shares of Beneficial Interest, par value $.01 per share DATE OF BOARD RESOLUTION ESTABLISHING THE DESIGNATED SHARES: ---------------------, --------- NUMBER OF DESIGNATED SHARES: Number of Firm Shares: Maximum Number of Optional Shares: INITIAL OFFERING PRICE TO PUBLIC: [$__________ Per Share] PURCHASE PRICE BY UNDERWRITERS: [$__________ Per Share] [COMMISSION PAYABLE TO UNDERWRITERS: $________ per Share in [specify same form of funds as in Specified Funds below]] FORM OF DESIGNATED SHARES: Definitive form, to be made available for checking [and packaging] at least twenty-four hours prior to the Time of Delivery at the office of [The Depository Trust Company or its designated custodian] [the Representatives] [Book-entry only form represented by one or more global securities deposited with The Depository Trust Company ("DTC") or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Time of Delivery at the office of DTC.] SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Federal (same-day) funds. DIVIDEND RATE: [______% per annum] DIVIDEND PAYMENT DATES: [months and dates] DIVIDEND RIGHTS: [Non-]cumulative VOTING RIGHTS: LIQUIDATION RIGHTS: PREEMPTIVE AND CONVERSION RIGHTS: REDEMPTION PROVISIONS: [No provisions for redemption] [The Designated Shares may be redeemed, [otherwise than through a mandatory redemption,] in whole or in part at the option of the Trust, on or after _____________, _____ at the following redemption prices: REDEMPTION YEAR PRICE ---- ---------- and thereafter at $ ______ per share, together in each case with accrued dividends to the redemption date.] [On any dividend payment date falling on or after ______________,_____, at the election of the Trust, at a redemption price equal to the stated amount thereof, plus accrued dividends to the date of redemption.] [Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for changes in tax law] MANDATORY REDEMPTION PROVISIONS [None] [The Designated Shares are entitled to the benefit of a mandatory redemption to retire _____ Designated Shares on __________ in each of the years _____ through _____ at 100% of their stated amount plus accrued dividends] [, together with [cumulative] [non-cumulative] redemptions at the option of the Trust to retire an additional _______ Designated Shares in the years _____ through ______ at 100% of their stated amounts plus accrued dividends.]

THE TOWN AND COUNTRY TRUST. By: ------------------------------ -------------------------------------- Name: Accepted as of the date hereof: Title: Name(s) of Representative(s) THE TC OPERATING LIMITED PARTNERSHIP By: By: The Town and Country Trust, ------------------------------- its General Partner By: -------------------------------------- Name: Title: ByANNEX I PRICING AGREEMENT [NAMES OF REPRESENTATIVE] As Representatives of the Several Underwriters named in Schedule I hereto, [C/O ------------------------ ---------------------------- ----------------------------] Dear Sirs: ------------------------------- Name: Title: SCHEDULE I [Maximum Number Number The Town and Country Trust, a Maryland real estate investment trust (the "Trust") and general partner of of Optional [Firm] Shares Shares Which UNDERWRITER The TC Operating Limited Partnership (the "Operating Partnership"), proposes, subject to be Purchased May be Purchased] ----------- --------------- ----------------- [Names of Underwriters]........................... [Total.............................. ------------------- -------------------] SCHEDULE II TITLE OF DESIGNATED SHARES: Preferred Shares of Beneficial Interestthe terms and conditions stated herein and in the Underwriting Agreement, par value $.01 per share DATE OF BOARD RESOLUTION ESTABLISHING THE DESIGNATED SHARES: ---------------------, --------- NUMBER OF DESIGNATED SHARES: Number of Firm Shares: Maximum Number of Optional Shares: INITIAL OFFERING PRICE TO PUBLIC: [$dated __________ Per Share] PURCHASE PRICE BY UNDERWRITERS: [$__________ Per Share] [COMMISSION PAYABLE TO UNDERWRITERS: $________ per Share in [specify same form of funds as in Specified Funds below]] FORM OF DESIGNATED SHARES: Definitive form, to be made available for checking [and packaging] at least twenty-four hours prior to the Time of Delivery at the office of [The Depository Trust Company or its designated custodian] [the Representatives] [Book-entry only form represented by one or more global securities deposited with The Depository Trust Company ("DTC") or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Time of Delivery at the office of DTC.] SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Federal (same-day) funds. DIVIDEND RATE: [______% per annum] DIVIDEND PAYMENT DATES: [months and dates] DIVIDEND RIGHTS: [Non-]cumulative VOTING RIGHTS: LIQUIDATION RIGHTS: PREEMPTIVE AND CONVERSION RIGHTS: REDEMPTION PROVISIONS: [No provisions for redemption] [The Designated Shares may be redeemed, [otherwise than through a mandatory redemption,] in whole or in part at the option of the Trust, on or after _____________, _____ at the following redemption prices: REDEMPTION YEAR PRICE ---- ---------- and thereafter at $ ______ per share, together in each case with accrued dividends relating to the redemption date.] Trust's Common Shares of Beneficial Interest, par value $.01 per share (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Shares specified in Schedule II hereto (the "Designated Shares" [On consisting of Firm Shares and any dividend payment date falling on or after ______________,_____, at Optional Shares the election Underwriters may elect to purchase]). Each of the Trustprovisions of the Underwriting Agreement is incorporated herein by reference in its entirety, at and shall be deemed to be a redemption price equal part of this Agreement to the stated amount thereof, plus accrued dividends 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 redemption.] [Other possible redemption provisionsthis Pricing Agreement, such except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as mandatory redemption upon occurrence of certain events the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or redemption for changes in tax law] MANDATORY REDEMPTION PROVISIONS [None] [The supplemented relating to the Designated Shares which are entitled the subject of this Pricing Agreement. Each reference to the benefit Representatives herein and in the provisions of a mandatory redemption the Underwriting Agreement so incorporated by reference shall be deemed to retire _____ Designated Shares refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on __________ in behalf of the Representatives and on behalf of each of the years _____ through _____ at 100% of their stated amount plus accrued dividends] [, together with [cumulative] [non-cumulative] redemptions at the option Underwriters of the Trust to retire an additional _______ 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 years _____ through ______ at 100% of their stated amounts plus accrued dividendsform heretofore delivered to you is now proposed to be filed with the Commission.]

THE TOWN AND COUNTRY TRUST. By: ------------------------------ Name----------------------------- Its: Accepted ---------------------------- Attest: -------------------------- ------------------------, as of the date hereof: Title: Name(s) of Representative(s) THE TC OPERATING LIMITED PARTNERSHIP Warrant Agent By: By----------------------------- Its: The Town and Country Trust---------------------------- Attest: -------------------------- Exhibit A FORM OF WARRANT CERTIFICATE [Face of Warrant Certificate] [IF WARRANTS ARE ATTACHED TO Before _______________, ------------------------------- its General Partner Name: Title: By: ------------------------------- Name: Title: SCHEDULE I this OTHER SECURITIES AND ARE NOT Warrant Certificate cannot be IMMEDIATELY DETACHABLE. transferred or exchanged unless attached to a [Maximum Number Number 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 Optional [FirmWarrant Securities] Shares Shares Which UNDERWRITER to be Purchased May be Purchased] ----------- --------------- ----------------- [Names of Underwriters]........................... [Total.............................. ------------------- -------------------] SCHEDULE II TITLE OF DESIGNATED SHARES: Preferred Shares of Beneficial Interest, par value $.01 per share DATE OF BOARD RESOLUTION ESTABLISHING THE DESIGNATED SHARES: ---------------------, --------- NUMBER OF DESIGNATED SHARES: Number of Firm Shares: Maximum Number of Optional Shares: INITIAL OFFERING PRICE TO PUBLIC: [$No. __________ Per Share] PURCHASE PRICE BY UNDERWRITERS: [$Warrant Certificate Representing___________ Per Share] [COMMISSION PAYABLE TO UNDERWRITERS: $Warrants This certifies that ____________________________ per Share in or registered assigns is the registered owner of the above indicated number of Warrants, each Warrant entitling such owner [specify same form of funds as in Specified Funds below]] FORM OF DESIGNATED SHARES: Definitive formIF WARRANTS ARE ATTACHED TO OTHER SECURITIES AND ARE NOT IMMEDIATELY DETACHABLE -, to be made available for checking [and packaging] at least twenty-four hours prior subject to the Time registered owner qualifying as a "Holder" of Delivery this Warrant Certificate, as hereinafter defined) to purchase, at the office of any time [The Depository Trust Company or its designated custodianafter [___] p.m., [the RepresentativesCity] [Book-entry only form represented by one or more global securities deposited with The Depository Trust Company ("DTC") or its designated custodiantime, to be made available for checking by the Representatives at least twenty-four hours prior to the Time of Delivery at the office of DTC.] SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Federal (same-day) funds. DIVIDEND RATE: [on ______% per annum_________ and] DIVIDEND PAYMENT DATES: on or before [months and dates___] DIVIDEND RIGHTS: [Non-]cumulative VOTING RIGHTS: LIQUIDATION RIGHTS: PREEMPTIVE AND CONVERSION RIGHTS: REDEMPTION PROVISIONS: [No provisions for redemption] [The Designated Shares may be redeemedp.m., [otherwise than through a mandatory redemption,City] in whole or in part at the option of the Trusttime, on or after _________________, _____ at the following redemption prices: REDEMPTION YEAR PRICE ---- ---------- and thereafter at $ ________ per shareshares of [Title of Warrant Securities] (the "Warrant Securities"), together in each case with accrued dividends to of The Town and Country Trust (the redemption date.] [On any dividend payment date falling "Trust") on or after the following basis: during the period from ______________,_____, at the election of the Trust, at a redemption price equal to the stated amount thereof, plus accrued dividends to the date of redemption.] [Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for changes in tax law] MANDATORY REDEMPTION PROVISIONS [None] [The Designated Shares are entitled to the benefit of a mandatory redemption to retire _____ Designated Shares on through and including __________ in each of the years _____ through _, the exercise price of each Warrant will be _____ at 100% _______; during the period from ________, through and including ________, the exercise price of their stated amount plus accrued dividends] [, together with [cumulative] [non-cumulative] redemptions at the option of the Trust to retire an additional each warrant will be ________ Designated Shares (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 years _____ through 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 100% of their stated amounts plus accrued dividendsthe 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: ------------------------------ ----------------------------------------- Name: Title: Accepted as of the date hereof: Title: THE TC OPERATING LIMITED PARTNERSHIP Name(s) of Representative(s) THE TC OPERATING LIMITED PARTNERSHIP By: By: The Town and Country Trust, ------------------------------- its General Partner By: By: ------------------------------ ----------------------------------------- Name: Name: Title: By: ------------------------------- Name: Title: SCHEDULE I [Maximum Number Number of of Optional [Firm] of Optional Shares Shares Which UNDERWRITER to be Shares which may Underwriter Purchased May be Purchased] ----------- --------------- ----------------- ---------------- ---------------- [Names of Underwriters]........................... ] ....... [Total.............................. ------------------- -------------------] ]........ SCHEDULE II TITLE OF DESIGNATED SHARES: Preferred Common Shares of Beneficial Interest, par value $.01 per share DATE OF BOARD RESOLUTION ESTABLISHING THE DESIGNATED SHARES: ---------------------, --------- NUMBER OF DESIGNATED SHARES: Number of Firm Shares: Maximum Number of Optional Shares: INITIAL OFFERING PRICE TO PUBLIC: [$__________ Per per Share] PURCHASE PRICE BY UNDERWRITERS: [$__________ Per per Share] [COMMISSION PAYABLE TO UNDERWRITERS: $________ per Share in [specify same form of funds as in Specified Funds below]] FORM OF DESIGNATED SHARES: Definitive form, to be made available for checking [and packaging] at least twenty-four hours prior to the Time of Delivery at the office of [The Depository Trust Company or its designated custodian] [the Representatives] [Book-entry only form represented by one or more global securities deposited with The Depository Trust Company ("DTC") or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Time of Delivery at the office of DTC.] SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Federal (same-day) funds. DIVIDEND RATEfunds TIME OF DELIVERY: [______% per annum] DIVIDEND PAYMENT DATES: [months and dates] DIVIDEND RIGHTS: [Non-]cumulative VOTING RIGHTS: LIQUIDATION RIGHTS: PREEMPTIVE AND CONVERSION RIGHTS: REDEMPTION PROVISIONS: [No provisions for redemption] [The Designated Shares may be redeemed, [otherwise than through a mandatory redemption,] in whole or in part at the option of the Trust, on or after _____________, _____ at the following redemption prices: REDEMPTION YEAR PRICE ---- ---------- and thereafter at $ ______ per share, together in each case with accrued dividends to the redemption date.] [On any dividend payment date falling on or after ______________,_____, at the election of the Trust, at a redemption price equal to the stated amount thereof, plus accrued dividends to the date of redemption.] [Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for changes in tax law] MANDATORY REDEMPTION PROVISIONS [None] [The Designated Shares are entitled to the benefit of a mandatory redemption to retire _____ Designated Shares on __________ in each a.m. (New York City time), [specify date] CLOSING LOCATION: NAMES AND ADDRESSES OF REPRESENTATIVES: Designated Representatives: Address for Notices, etc.: [other persons subject to Section 5(e) lockup] [Other Terms] ANNEX II Pursuant to Section 7(d) of the years _____ through _____ at 100% of their stated amount plus accrued dividends] [Underwriting Agreement, together with [cumulative] [non-cumulative] redemptions at the option of accountants shall furnish letters to the Trust Underwriters to retire an additional _______ Designated Shares in the years _____ through ______ at 100% of their stated amounts plus accrued dividends.]effect that:

THE TOWN AND COUNTRY TRUST. By: ------------------------------ ------------------------------------ Name: Accepted as of the date hereof: Title: Name(s) of Representative(s) THE TC OPERATING LIMITED PARTNERSHIP By: By: The Town and Country Trust, ------------------------------- its General Partner By: ---------------------------- Name: Title: By: ------------------------------- Name: Title: SCHEDULE ANNEX I [Maximum Number Number of of Optional [Firm] Shares Shares Which UNDERWRITER to be Purchased May be Purchased] ----------- --------------- ----------------- PRICING AGREEMENT [Names of Underwriters]........................... Representative(s)] As Representatives of the Several Underwriters named in Schedule I hereto, [Total.............................. ------------------- -------------------c/o --------------------------------- ------------------------------------- -------------------------------------] SCHEDULE II TITLE OF DESIGNATED SHARESDear Sirs: Preferred Shares The Town and Country Trust, a Maryland real estate investment trust (the "Trust") and a general partner of Beneficial InterestThe TC Operating Limited Partnership (the "Operating Partnership"), par value $.01 per share DATE OF BOARD RESOLUTION ESTABLISHING THE DESIGNATED SHARES: ---------------------proposes subject to the terms and conditions stated herein and in the Underwriting Agreement, --------- NUMBER OF DESIGNATED SHARES: Number of Firm Shares: Maximum Number of Optional Shares: INITIAL OFFERING PRICE TO PUBLIC: [$dated __________ Per Share] PURCHASE PRICE BY UNDERWRITERS: [$__________ Per Share] [COMMISSION PAYABLE TO UNDERWRITERS: $________ per Share in [specify same form of funds as in Specified Funds below]] FORM OF DESIGNATED SHARES: Definitive form, to be made available for checking [and packaging] at least twenty-four hours prior to the Time of Delivery at the office of [The Depository Trust Company or its designated custodian] [the Representatives] [Book-entry only form represented by one or more global securities deposited with The Depository Trust Company ("DTC") or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Time of Delivery at the office of DTC.] SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Federal (same-day) funds. DIVIDEND RATE: [______% per annum] DIVIDEND PAYMENT DATES: [months and dates] DIVIDEND RIGHTS: [Non-]cumulative VOTING RIGHTS: LIQUIDATION RIGHTS: PREEMPTIVE AND CONVERSION RIGHTS: REDEMPTION PROVISIONS: [No provisions for redemption] [The Designated Shares may be redeemed, [otherwise than through a mandatory redemption,] in whole or in part at the option of the Trust, on or after _____________, _____ at the following redemption prices: REDEMPTION YEAR PRICE ---- ---------- and thereafter at $ ______ per share, together in each case with accrued dividends relating to the redemption date.] Trust's Preferred Shares of Beneficial Interest, par value $.01 per share (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Shares specified in Schedule II hereto (the "Designated Shares" [On consisting of Firm Shares and any dividend payment date falling on or after ______________,_____, at Optional Shares the election Underwriters may elect to purchase]). Each of the Trustprovisions of the Underwriting Agreement is incorporated herein by reference in its entirety, at and shall be deemed to be a redemption price equal part of this Agreement to the stated amount thereof, plus accrued dividends 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 redemption.] [Other possible redemption provisionsthis Pricing Agreement, such except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as mandatory redemption upon occurrence of certain events the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or redemption for changes in tax law] MANDATORY REDEMPTION PROVISIONS [None] [The supplemented relating to the Designated Shares which are entitled the subject of this Pricing Agreement. Each reference to the benefit Representatives herein and in the provisions of a mandatory redemption the Underwriting Agreement so incorporated by reference shall be deemed to retire _____ Designated Shares refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on __________ in behalf of the Representatives and on behalf of each of the years _____ through _____ at 100% of their stated amount plus accrued dividends] [, together with [cumulative] [non-cumulative] redemptions at the option Underwriters of the Trust to retire an additional _______ 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 years _____ through ______ at 100% of their stated amounts plus accrued dividendsform heretofore delivered to you is now proposed to be filed with the Commission.]