1997 LTIP
1993 LTIP
 
 
 
                                                                    EXHIBIT 10.2
 
                           THE TOWN AND COUNTRY TRUST
                              AMENDED AND RESTATED
                          1993 LONG TERM INCENTIVE PLAN
 
 
1.      ESTABLISHMENT AND PURPOSE
 
        The Town and Country Trust (the "Company") hereby establishes the
AMENDED AND RESTATED 1993 LONG TERM INCENTIVE PLAN (the "Plan"). The Plan
permits the grant of share options and restricted or unrestricted share awards.
 
        The purpose of the Plan is to promote the long term growth and
profitability of the Company by providing trustees, officers and other key
employees of the Company and its subsidiaries with incentives to improve
shareholder value and contribute to the success of the Company and to enable the
Company to attract, retain and reward the best available persons for positions
of substantial responsibility.
 
2.      DEFINITIONS
 
                (a)     "Cause" means the occurrence of one of the following:
 
                        (i)     Conviction for a felony or for any crime or
                offense lesser than a felony involving the property of the
                Company, a subsidiary or a partnership in which the Company has
                a direct or indirect interest.
 
                        (ii)    Conduct that has caused demonstrable and serious
                injury to the Company, a subsidiary or a partnership in which
                the Company has a direct or indirect interest, monetary or
                otherwise, as evidenced by a final determination of a court or
                governmental agency of competent jurisdiction in effect after
                exhaustion or lapse of all rights of appeals.
 
                        (iii)   Gross neglect or dereliction of duty to the
                Company or other grave misconduct by the participant and failure
                to cure such situation within 30 days after receipt of notice
                thereof from the Chief Executive Officer of the Company. If the
                participant initiating such misconduct is the Chief Executive
                Officer of the Company, the committee appointed pursuant to
                Section 3 (the "Committee"), as authorized by not less than
                two-thirds of all of its members shall give such notice to the
                Chief Executive Officer.
 
                (b)     "Change in Control" shall mean the occurrence of either:
 
                        (i)     a change of a nature that would be required to
                be reported in response to Item 6(e) of Schedule 14A of
                Regulation 14A, or any successor provision thereto, promulgated
                under the Securities Exchange Act of 1934 ("Exchange Act");
                provided that, without limitation, a Change in Control shall be
                deemed to have occurred if (a) any "person" or "group" (as those
                terms are used in
 
 
<PAGE>
 
                Sections 13(d) and 14(d), respectively, of the Exchange Act),
                other than Alfred Lerner or a "group" including Alfred Lerner,
                is or becomes the "beneficial owner" (as defined in Rule 13d-3
                issued under the Exchange Act), directly or indirectly, of
                securities of the Company entitled to cast 25% or more of the
                votes entitled to be cast for the election of trustees of the
                Company by the holders of its then outstanding securities; and
                (b) at any time during the period of 36 months subsequent to the
                securities acquisition described above, individuals who at the
                beginning of such period constitute the Board of Trustees cease
                for any reason to constitute at least the majority thereof
                unless the nomination for election of each new trustee was
                approved by a vote of at least two-thirds of the trustees still
                in office who were trustees at the beginning of such 36 month
                period; or
 
                        (ii)    any "person" or "group," as described above,
                other than Alfred Lerner or a "group" including Alfred Lerner,
                is or becomes the "beneficial owner," directly or indirectly, of
                securities of the Company entitled to cast 40% or more of the
                votes entitled to be cast for the election of trustees of the
                Company by the holders of its then outstanding securities.
 
                (c)     "Code" means the Internal Revenue Code of 1986, as
        amended, and any successor statute.
 
                (d)     "Common Shares" means Common Shares of Beneficial
        Interest of the Company.
 
                (e)     "Competition" means acting as a director, trustee,
        partner, officer, employee, consultant or advisor with or to, or
        acquiring an ownership interest in excess of 5% of, a corporation,
        partnership, firm or other entity that engages in any business which
        competes with the Company or any subsidiary of the Company as determined
        by the Board of Trustees in its sole discretion.
 
                (f)     "Disability" means a permanent and total disability as
        defined in Section 22(e)(3) of the Code, as determined by the Committee.
 
                (g)     "Fair Market Value" of a Common Share for any purpose
        shall be determined in accordance with policies adopted by the
        Committee.
 
                (h)     Reserved.
 
                (i)     "Retirement" means retirement as defined under the Town
        and Country Management Corporation's pension or any successor plan
        thereto, if any, or termination of employment on retirement with the
        approval of the Committee.
 
                (j)     "Subsidiary" and "subsidiaries" mean only a corporation
        or corporations within the meaning of the definition of "subsidiary
        corporation" provided in Section 424(f) of the Code, or any successor
        statute of similar import.
 
 
                                      - 2 -
<PAGE>
 
3.      ADMINISTRATION
 
        The Plan shall be administered by a Committee of not less than three
trustees of the Company who are "disinterested persons." "Disinterested persons"
shall have the meaning set forth in Rule 16b-3 of the Securities and Exchange
Commission.
 
        The Committee, consistent with the provisions of the Plan, shall be
authorized to (i) select persons to participate in the Plan subject to the
provisions of Section 5 hereof, (ii) determine the form and substance of grants
made under the Plan to each participant, and the conditions and restrictions, if
any, subject to which such grants will be made, (iii) interpret the Plan and
(iv) adopt, amend, or rescind such rules and regulations for carrying out the
Plan as it may deem appropriate. Decisions of the Committee on all matters
relating to the Plan shall be in the Committee's sole discretion and shall be
conclusive and binding on all parties, including the Company, its shareholders
and the participants in the Plan. The validity, construction and effect of the
Plan and any rules and regulations relating to the Plan shall be determined in
accordance with applicable federal and state laws and rules and regulations
promulgated pursuant thereto.
 
        The Committee shall have no authority to administer, modify or interpret
Section 8 of the Plan or any grants or awards made pursuant to Section 8.
 
4.      SHARES AVAILABLE FOR THE PLAN
 
        Subject to adjustments as provided in Section 16, an aggregate of
750,000 Common Shares may be issued pursuant to the Plan. If any grant under the
Plan expires or terminates unexercised, becomes unexercisable or is forfeited as
to any Common Shares, such unpurchased or forfeited Common Shares shall
thereafter be available for further grants under the Plan, except as otherwise
provided by Rule 16b-3 of the Securities and Exchange Commission.
 
5.      PARTICIPATION
 
        Participation in the Plan, except for Section 8, is limited to those
officers and other key employees of the Company and its Subsidiaries selected by
the Committee, including trustees who are officers of the Company. Trustees who
are not officers or employees of the Company or a Subsidiary are not eligible to
participate in the Plan except as provided in Section 8. Only trustees who are
not officers or employees of the Company are eligible to participate under
Section 8.
 
        Nothing in the Plan or in any grant thereunder shall confer any right on
an employee to continue in the employ of the Company or shall interfere in any
way with the right of the Company to terminate an employee at any time.
 
6.      EMPLOYEE SHARE OPTIONS
 
        Subject to the other applicable provisions of the Plan, the Committee
from time to time may grant to eligible participants non-qualified share options
or incentive share options. Incentive share options shall be treated as, and are
intended to qualify as, "incentive stock options", as that term is defined in
Section 422 of the Code. The options granted shall be subject to the following
 
 
                                     - 3 -
<PAGE>
 
terms and conditions:
 
                (a)     Price. The price per share payable upon the exercise of
        each option ("exercise price") shall not be less than 100% of the Fair
        Market Value of the Common Shares on the date the option is granted.
 
                (b)     Payment. Options may be exercised in whole or in part
        upon payment of the exercise price of the Common Shares to be acquired.
        Payment may be made in cash or, if authorized by the Committee, in
        Common Shares or a combination of cash and Common Shares. The Fair
        Market Value of Common Shares delivered on exercise of options shall be
        determined on the date of exercise. Common Shares delivered in payment
        of the exercise price may be already owned Common Shares or, if approved
        by the Committee, Common Shares acquired upon exercise of the option.
        Any fractional Common Share will be paid in cash. The Company, in
        accordance with policies approved by the Committee, may make or
        guarantee loans to participants to assist them to exercise options.
 
                Unless otherwise determined by the Committee, a participant may
        also deliver Common Shares, including Common Shares acquired upon
        exercise of the option, in satisfaction of any amount the Company is
        required to withhold for taxes in connection with the exercise of an
        option subject, if the optionee is subject to Section 16(b) of the
        Securities Exchange Act of 1934, to such restrictions as may be imposed
        from time to time by the Securities and Exchange Commission.
 
                An election to deliver Common Shares to pay withholding taxes
        must be made on or before the date the amount of tax to be withheld is
        determined, and once made will be irrevocable. The withholding tax
        obligation that may be paid by the withholding or delivery of Common
        Shares may not exceed the participant's estimated federal, state and
        local income tax obligations in connection with the exercise of the
        option or the sale of Common Shares received upon exercise of the
        option. The Fair Market Value of the Common Shares to be withheld or
        delivered will be the Fair Market Value on the date as of which the
        amount of tax to be withheld is determined.
 
                (c)     Terms of Options. The term during which each option may
        be exercised shall be determined by the Committee, but in no event shall
        an option be exercisable (i) prior to six months, or (ii) more than ten
        years, from the date the option is granted. All rights to purchase
        Common Shares pursuant to an option shall, unless sooner terminated,
        expire at the date designated by the Committee. The Committee shall
        determine the date on which each option shall become exercisable and may
        provide that an option shall become exercisable in installments or upon
        the occurrence of specified events. The shares constituting each
        installment may be purchased in whole or in part at any time after such
        installment becomes exercisable, subject to such minimum exercise
        requirement as may be designated by the Committee. The Committee may
        accelerate the time at which any option may be exercised, and may impose
        resale restrictions on all or a portion of the Common Shares delivered
        upon exercise of any option. Prior to the exercise of the option and
        issuance of the Common Shares issuable upon exercise of the option, the
        optionee shall have no rights to any dividends or other distributions in
        respect of such shares or be entitled
 
 
                                     - 4 -
<PAGE>
 
        to any voting rights on any Common Shares subject to outstanding
        options.
 
                (d)     Termination of Employment. If a participant ceases to be
        an employee of the Company or any subsidiary due to death or Disability,
        each of the participant's options shall become fully vested and
        exercisable and shall remain so for a period of one year from the date
        of termination of employment, but in no event after its expiration date.
 
                If a participant ceases to be an employee of the Company upon
        Retirement, each option of the participant shall become fully vested and
        exercisable and shall remain so for a period of two years from the date
        of Retirement, but in no event after its expiration date. If the
        participant engages in Competition without written approval from the
        Company to do so, any unexercised options will be forfeited.
 
                If a participant ceases to be an employee of the Company due to
        Cause, all of the participant's options shall be forfeited immediately.
 
                If a participant ceases to be an employee of the Company for any
        reason other than death, Disability, Retirement or Cause, each option of
        the participant which is vested and exercisable shall remain so for a
        period of ninety days from the date of termination of employment, but in
        no event after its expiration date, and then shall terminate. Options
        which have not vested at the termination date will be forfeited. If the
        participant engages in Competition without written approval from the
        Company to do so, all unexercised options will be forfeited.
 
                (e)     Restrictions on Incentive Share Options. The aggregate
        Fair Market Value (determined as of the grant date) of Common Shares in
        respect of which all incentive share options first become exercisable by
        any participant in any calendar year under this or any other plan of the
        Company or any related or predecessor corporation of the Company (as
        defined in the applicable regulations under the Code) may not exceed
        $100,000. If any incentive share option(s) granted under the Plan would
        cause such dollar limits to be exceeded, then the excess portion of the
        incentive share option(s) shall become exercisable in the next or
        succeeding calendar year in which its exercisability would not violate
        the dollar limitations.
 
                The exercise price of any incentive share option granted to a
        participant who owns (within the meaning of Section 422(b)(6) of the
        Code, after the application of the attribution rules in Section 424(d)
        of the Code) more than 10% of the combined voting power of all classes
        of shares of the Company or any related corporation shall be not less
        than 110% of the Fair Market Value of the Common Shares on the grant
        date and the term of such option shall not exceed five years.
 
                In the event that a participant ceases to be an employee of the
        Company or a subsidiary due to a reason other than Disability, the
        participant's incentive share options shall be treated as incentive
        share options only if exercised by the participant within ninety days
        after the date of termination of employment.
 
 
                                     - 5 -
<PAGE>
 
                No option shall be an incentive share option unless so
        designated by the Committee at the time of grant.
 
7.      Reserved.
 
8.      NON-EMPLOYEE TRUSTEE SHARE OPTIONS
 
        Each person who becomes a non-employee trustee of the Company shall be
granted a non-qualified share option to purchase 2,000 Common Shares on the date
the person becomes a trustee or, if later, the date trading of Common Shares
commenced on the New York Stock Exchange (the "First Trading Date"). The
exercise price of options granted on the First Trading Date shall be the price
at which Common Shares were first offered to the public. The exercise price for
options granted after the First Trading Date shall be the closing price of the
Common Shares on the New York Stock Exchange on the grant date.
 
        Each person who is a non-employee trustee on January 2 of each year
beginning on and after January 2, 1994 shall be granted an option to purchase
2,000 Common Shares on that date or the next day the New York Stock Exchange is
open for trading. The exercise price shall be the closing price of the Common
Shares on the New York Stock Exchange on the grant date.
 
        Options may be exercised in whole or in part by payment of the exercise
price for the Common Shares to be acquired. Payment must be made in cash.
 
        All options shall be exercisable immediately following the effective
date of grant. The term during which each option may be exercised shall be ten
years from the date it is granted. All rights to purchase shares pursuant to an
option shall, unless sooner terminated, expire ninety days after the grantee is
no longer an eligible trustee.
 
9.      RESTRICTED AND UNRESTRICTED SHARE AWARDS
 
        Subject to the other applicable provisions of the Plan, the Committee at
any time and from time to time may award Common Shares to such participants and
in such amounts as it determines. Each award of Common Shares shall specify the
applicable restrictions, if any, on such shares, the duration of such
restrictions, and the time or times at which such restrictions shall lapse in
respect of all or a portion of the Common Shares that are part of the award. The
Committee may reduce or shorten the duration of any restriction applicable to
any shares awarded to any participant under the Plan.
 
        Restricted shares may be issued at the time of award, subject to
forfeiture if the restrictions do not lapse, or upon lapse of the restrictions.
If Common Shares are issued at the time of the award, the participant may be
required to pay nominal consideration in accordance with state law and will be
required to deposit the certificates with the Company during the period of
restriction thereon and to execute a blank stock power therefor. Except as
otherwise provided by the Committee, during such period of restriction the
participant shall have all of the rights of a holder of Common Shares, including
but not limited to the rights to receive dividends or other distributions in
respect of such shares (or amounts equivalent to such dividends or
distributions)
 
 
 
                                     - 6 -
<PAGE>
 
and to vote. If Common Shares are issued upon lapse of restrictions, the
Committee may provide that the participant will be entitled to receive any
amounts per share pursuant to any dividend or distribution paid by the Company
on its Common Shares to shareholders of record after the award and prior to the
issuance of the shares.
 
        Except as otherwise provided by the Committee, on termination of a
grantee's employment due to death, Disability, Retirement or a Change in Control
during any period of restriction, all restrictions on Common Shares awarded to
such grantee shall lapse. On termination of a grantee's employment for any other
reason, all restricted shares in respect of which restrictions have not lapsed
shall be forfeited to the Company.
 
        10.     Reserved.
 
        11.     WITHHOLDING OF TAXES
 
        As a condition to any grant or payment by the Company under the Plan or
to the delivery of certificates for Common Shares issued under the Plan, the
Company may require that the grantee pay to the Company in cash or, if permitted
in accordance with other provisions of the Plan or approved by the Committee, in
Common Shares valued at Fair Market Value on the date as of which the
withholding tax liability is determined, any federal, state or local taxes of
any kind required by law to be withheld in respect of any grant, payment or
issuance or delivery of Common Shares. The Company, to the extent permitted or
required by law, shall have the right to deduct from any payment of any kind
(including salary or bonus) otherwise due to a grantee any federal, state or
local taxes of any kind required by law to be withheld in respect of any grant
or payment or the issuance or delivery of Common Shares under the Plan, or to
retain or sell without notice a sufficient number of Common Shares to be issued
to such grantee to provide for any such taxes.
 
        12.     WRITTEN AGREEMENT
 
        Each employee to whom a grant is made under the Plan shall enter into a
written agreement with the Company that shall contain such provisions,
consistent with the provisions of the Plan, as may be established by the
Committee.
 
        13.     TRANSFERABILITY
 
        No option or restricted share award (prior to lapse of the
restrictions), granted under the Plan shall be transferable by an employee
otherwise than by will or the laws of descent and distribution. An option may be
exercised only by the optionee or grantee thereof or his or her guardian or
legal representative.
 
        14.     LISTING AND REGISTRATION
 
        If the Committee determines that the listing, registration or
qualification upon any securities exchange, or under any law, of Common Shares
subject to any option or award is necessary or desirable as a condition of, or
in connection with, the grant or the issuance or purchase of Common Shares
thereunder, no such option may be exercised in whole or in part and
 
 
                                     - 7 -
<PAGE>
 
no shares may be issued unless such listing, registration or qualification is
effected to the satisfaction of the Committee.
 
        15.     TRANSFER OF EMPLOYEE
 
        Transfer of an employee from the Company to a Subsidiary, from a
Subsidiary to the Company, or from one Subsidiary to another, shall not be
considered a termination of employment. Nor shall it be considered a termination
of employment if an employee is placed on military or sick leave or such other
leave of absence which is considered by the Company as continuing intact the
employment relationship, until the employee's right to reemployment shall no
longer be guaranteed either by law or contract.
 
        16.     ADJUSTMENT; BUSINESS COMBINATIONS
 
        In the event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, share exchange, consolidation,
substantial distribution of assets, or any other change in the corporate
structure or shares of the Company, the number and kind of shares reserved for
issuance under the Plan, the number and kind of shares covered by outstanding
options and awards made under the Plan, the exercise price of outstanding
options, and the number and kind of shares to be covered by options to be
granted pursuant to Section 8 of the Plan shall be appropriately adjusted.
 
        In the event of any merger, share exchange, consolidation or other
reorganization in which the Company is not the surviving or continuing
corporation, or in which the Company's shareholders become entitled to receive
cash, securities of the Company other than voting Common Shares or securities of
another issuer, or in the event of a Change in Control, (a) all outstanding
options shall become vested and immediately exercisable and (b) all restrictions
on restricted shares shall immediately lapse, at a date not later than the
effective date of the transaction, notwithstanding any restriction on exercise
or vesting.
 
        17.     TERMINATION AND MODIFICATION OF THE PLAN
 
        The Board of Trustees, without approval of the shareholders, may modify
or terminate the Plan, except that no modification shall become effective
without prior approval of the shareholders of the Company if shareholder
approval would be required for continued compliance with Rule 16b-3 of the
Securities and Exchange Commission, or if the modification would (a) increase
the total amount of shares which may be issued under the Plan (except as
provided in Section 16 hereof), (b) change the class of employees eligible to
participate, (c) materially increase benefits to participants, or (d) extend the
period during which options may be granted or exercised. No amendment to Section
8 of the Plan shall be made more than once every six months other than to
conform with changes in the Code or the rules thereunder.
 
        No termination of the Plan shall affect outstanding options or awards
previously made under the Plan.
 
        The Committee may amend or modify the grant of any outstanding option or
award in any
 
 
 
                                     - 8 -
<PAGE>
 
manner to the extent that the Committee would have had the authority to make
such grant as so modified or amended, including without limitation to change the
date or dates as of which an option becomes exercisable or restrictions on
shares are to lapse. However, no modification may be made that would materially
adversely affect any grant previously made under the Plan without the approval
of the grantee. The Committee shall be authorized to make modifications to the
Plan and outstanding awards of a minor or administrative nature or that may be
required, authorized or made desirable by Federal or state laws applicable to
the Company and/or the participants. The Board of Trustees shall exercise the
power referred to in this paragraph in respect of Section 8 of the Plan or
options granted thereunder.
 
18.     LIMITATION ON BENEFITS
 
        Notwithstanding any other provision of the Plan, no option may be
exercised and no award will vest to the extent such exercise, vesting or payment
will create an "excess parachute payment" as defined in Section 280G of the
Code, and the portion of the option or award creating the excess parachute
payment shall be forfeited and cancelled.
 
19.     EFFECTIVE DATE
 
        The Plan shall become effective as of May 19, 1993, the date of the
adoption of the original 1993 Long Term Incentive Plan by the Board of Trustees
of the Company. The Plan shall be subject to ratification within twelve months
of the effective date by an affirmative vote of a majority of Common Shares
present and entitled to vote at a shareholders' meeting at which a quorum
representing a majority of the outstanding Common Shares is present.
 
20.     TERMINATION DATE
 
        No further grants may be made under the Plan following the close of
business on the day preceding the tenth anniversary of the effective date of the
Plan.
 
 
                                     - 9 -
 
 
 
 
</TEXT>
</DOCUMENT>
 
 
 
 
 
                           THE TOWN AND COUNTRY TRUST
                          1997 LONG-TERM INCENTIVE PLAN
 
 
 
 
1.      ESTABLISHMENT AND PURPOSE
 
        The Town and Country Trust (the "Company") hereby establishes the 1997
LONG-TERM INCENTIVE PLAN (the "Plan"). The Plan permits the grant of share
options and restricted or unrestricted share awards.
 
        The purpose of the Plan is to promote the long-term growth and
profitability of the Company by providing trustees, officers and other key
employees of the Company and its subsidiaries with incentives to improve
shareholder value and contribute to the success of the Company and to enable the
Company to attract, retain and reward the best available persons for positions
of substantial responsibility.
 
2.      DEFINITIONS
 
                (a)     "Cause" means the occurrence of one of the following:
 
                        (i)     Conviction for a felony or for any crime or
                offense lesser than a felony involving the property of the
                Company, a subsidiary or a partnership in which the Company has
                a direct or indirect interest.
 
                        (ii)    Conduct that has caused demonstrable and serious
                injury to the Company, a subsidiary or a partnership in which
                the Company has a direct or indirect interest, monetary or
                otherwise, as evidenced by a final determination of a court or
                governmental agency of competent jurisdiction in effect after
                exhaustion or lapse of all rights of appeals.
 
                        (iii)   Gross neglect or dereliction of duty to the
                Company or other grave misconduct by the participant and failure
                to cure such situation within 30 days after receipt of notice
                thereof from the Chief Executive Officer of the Company. If the
                participant initiating such misconduct is the Chief Executive
                Officer of the Company, the committee appointed pursuant to
                Section 3 (the "Committee"), as authorized by not less than
                two-thirds of all of its members shall give such notice to the
                Chief Executive Officer.
 
                (b)     "Change in Control" shall mean the occurrence of either:
 
                        (i)     a change of a nature that would be required to
                be reported in response to Item 6(e) of Schedule 14A of
                Regulation 14A, or any successor provision thereto, promulgated
                under the Securities Exchange Act of 1934 ("Exchange Act");
                provided that, without limitation, a Change in Control shall be
 
 
<PAGE>
 
                deemed to have occurred if (a) any "person" or "group" (as those
                terms are used in Sections 13(d) and 14(d), respectively, of the
                Exchange Act), other than Alfred Lerner or a "group" including
                Alfred Lerner, is or becomes the "beneficial owner" (as defined
                in Rule 13d-3 issued under the Exchange Act), directly or
                indirectly, of securities of the Company entitled to cast 25% or
                more of the votes entitled to be cast for the election of
                trustees of the Company by the holders of its then outstanding
                securities; and (b) at any time during the period of 36 months
                subsequent to the securities acquisition described above,
                individuals who at the beginning of such period constitute the
                Board of Trustees cease for any reason to constitute at least
                the majority thereof unless the nomination for election of each
                new trustee was approved by a vote of at least two-thirds of the
                trustees still in office who were trustees at the beginning of
                such 36-month period; or
 
                        (ii)    any "person" or "group," as described above,
                other than Alfred Lerner or a "group" including Alfred Lerner,
                is or becomes the "beneficial owner," directly or indirectly, of
                securities of the Company entitled to cast 40% or more of the
                votes entitled to be cast for the election of trustees of the
                Company by the holders of its then outstanding securities.
 
                (c)     "Code" means the Internal Revenue Code of 1986, as
        amended, and any successor statute.
 
                (d)     "Common Shares" means Common Shares of Beneficial
        Interest of the Company.
 
                (e)     "Competition" means acting as a director, trustee,
        partner, officer, employee, consultant or advisor with or to, or
        acquiring an ownership interest in excess of 5% of, a corporation,
        partnership, firm or other entity that engages in any business which
        competes with the Company or any subsidiary of the Company as determined
        by the Board of Trustees in its sole discretion.
 
                (f)     "Disability" means a permanent and total disability as
        defined in Section 22(e)(3) of the Code, as determined by the Committee.
 
                (g)     "Fair Market Value" of a Common Share for any purpose
        shall be determined in accordance with policies adopted by the
        Committee.
 
                (h)     "Retirement" means retirement as defined under the Town
        and Country Management Corporation's pension or any successor plan
        thereto, if any, or termination of employment on retirement with the
        approval of the Committee.
 
                (i)     "Subsidiary" and "subsidiaries" mean only a corporation
        or corporations within the meaning of the definition of "subsidiary
        corporation" provided in Section 424(f) of the Code, or any successor
        statute of similar import.
 
 
                                     - 2 -
<PAGE>
 
3.      ADMINISTRATION
 
                (a)     The Plan shall be administered by a Committee of not
        less than three trustees of the Company.
 
                (b)     The Committee, consistent with the provisions of the
        Plan, shall be authorized to (i) select persons to participate in the
        Plan subject to the provisions of Section 5 hereof, (ii) determine the
        form and substance of grants made under the Plan to each participant,
        and the conditions and restrictions, if any, subject to which such
        grants will be made, (iii) interpret the Plan and (iv) adopt, amend, or
        rescind such rules and regulations for carrying out the Plan as it may
        deem appropriate. Decisions of the Committee on all matters relating to
        the Plan shall be in the Committee's sole discretion and shall be
        conclusive and binding on all parties, including the Company, its
        shareholders and the participants in the Plan. The validity,
        construction and effect of the Plan and any rules and regulations
        relating to the Plan shall be determined in accordance with applicable
        federal and state laws and rules and regulations promulgated pursuant
        thereto.
 
                (c)     The Committee shall have no authority to administer,
        modify or interpret Section 7 of the Plan or any grants or awards made
        pursuant to Section 7.
 
4.      SHARES AVAILABLE FOR THE PLAN
 
        Subject to adjustments as provided in Section 14, an aggregate of
1,200,000 Common Shares may be issued pursuant to the Plan. If any grant under
the Plan expires or terminates unexercised, becomes unexercisable or is
forfeited as to any Common Shares, such unpurchased or forfeited Common Shares
shall thereafter be available for further grants under the Plan, except as
otherwise provided by applicable rule of the Securities and Exchange Commission.
 
5.      PARTICIPATION
 
                (a)     Participation in the Plan, except for Section 7, is
        limited to those officers and other key employees of the Company and its
        Subsidiaries selected by the Committee, including trustees who are
        officers of the Company. Trustees who are not officers or employees of
        the Company or a Subsidiary are not eligible to participate in the Plan
        except as provided in Section 7. Only trustees who are not officers or
        employees of the Company are eligible to participate under Section 7.
 
                (b)     Nothing in the Plan or in any grant thereunder shall
        confer any right on an employee to continue in the employ of the Company
        or shall interfere in any way with the right of the Company to terminate
        an employee at any time.
 
6.      EMPLOYEE SHARE OPTIONS
 
        Subject to the other applicable provisions of the Plan, the Committee
from time to time may grant to eligible participants non-qualified share options
or incentive share options. Incentive share options shall be treated as, and are
intended to qualify as, "incentive stock options," as that
 
                                     - 3 -
<PAGE>
 
term is defined in Section 422 of the Code. The options granted shall be subject
to the following terms and conditions:
 
                (a)     Price. The price per share payable upon the exercise of
        each option ("exercise price") shall not be less than 100% of the Fair
        Market Value of the Common Shares on the date the option is granted.
 
                (b)     Payment. Options may be exercised in whole or in part
        upon payment of the exercise price of the Common Shares to be acquired.
        Payment may be made in cash or, if authorized by the Committee, in
        Common Shares or a combination of cash and Common Shares. The Fair
        Market Value of Common Shares delivered on exercise of options shall be
        determined on the date of exercise. Common Shares delivered in payment
        of the exercise price may be already owned Common Shares or, if approved
        by the Committee, Common Shares acquired upon exercise of the option.
        Any fractional Common Share will be paid in cash. The Company, in
        accordance with policies approved by the Committee, may make or
        guarantee loans to participants to assist them to exercise options.
 
                (c)     Terms of Options. The term during which each option may
        be exercised shall be determined by the Committee, but in no event shall
        an option be exercisable (i) prior to six months, or (ii) more than ten
        years from the date the option is granted. All rights to purchase Common
        Shares pursuant to an option shall, unless sooner terminated, expire at
        the date designated by the Committee. The Committee shall determine the
        date on which each option shall become exercisable and may provide that
        an option shall become exercisable in installments or upon the
        occurrence of specified events. The shares constituting each installment
        may be purchased in whole or in part at any time after such installment
        becomes exercisable, subject to such minimum exercise requirement as may
        be designated by the Committee. The Committee may accelerate the time at
        which any option may be exercised, and may impose resale restrictions on
        all or a portion of the Common Shares delivered upon exercise of any
        option. Prior to the exercise of the option and issuance of the Common
        Shares issuable upon exercise of the option, the optionee shall have no
        rights to any dividends or other distributions in respect of such shares
        or be entitled to any voting rights on any Common Shares subject to
        outstanding options.
 
                (d)     Termination of Employment.
 
                        (i)     If a participant ceases to be an employee of the
                Company or any subsidiary due to death or Disability, each of
                the participant's options shall become fully vested and
                exercisable and shall remain so for a period of one year from
                the date of termination of employment, but in no event after its
                expiration date.
 
                        (ii)    If a participant ceases to be an employee of the
                Company upon Retirement, each option of the participant shall
                become fully vested and exercisable and shall remain so for a
                period of two years from the date of Retirement, but in no event
                after its expiration date. If the participant engages in
                Competition without written approval from the Company to do so,
                any unexercised options will be forfeited.
 
 
                                     - 4 -
<PAGE>
 
                        (iii)   If a participant ceases to be an employee of the
                Company due to Cause, all of the participant's options shall be
                forfeited immediately.
 
                        (iv)    If a participant ceases to be an employee of the
                Company for any reason other than death, Disability, Retirement
                or Cause, each option of the participant which is vested and
                exercisable shall remain so for a period of ninety days from the
                date of termination of employment, but in no event after its
                expiration date, and then shall terminate. Options which have
                not vested at the termination date will be forfeited. If the
                participant engages in Competition without written approval from
                the Company to do so, all unexercised options will be forfeited.
 
                (e)     Restrictions on Incentive Share Options.
 
                        (i)     The aggregate Fair Market Value (determined as
                of the grant date) of Common Shares in respect of which all
                incentive share options first become exercisable by any
                participant in any calendar year under this or any other plan of
                the Company or any related or predecessor corporation of the
                Company (as defined in the applicable regulations under the
                Code) may not exceed $100,000. If any incentive share option(s)
                granted under the Plan would cause such dollar limits to be
                exceeded, then the excess portion of the incentive share
                option(s) shall become exercisable in the next or succeeding
                calendar year in which its exercisability would not violate the
                dollar limitations.
 
                        (ii)    The exercise price of any incentive share option
                granted to a participant who owns (within the meaning of Section
                422(b)(6) of the Code, after the application of the attribution
                rules in Section 424(d) of the Code) more than 10% of the
                combined voting power of all classes of shares of the Company or
                any related corporation shall be not less than 110% of the Fair
                Market Value of the Common Shares on the grant date and the term
                of such option shall not exceed five years.
 
                        (iii)   In the event that a participant ceases to be an
                employee of the Company or a subsidiary due to a reason other
                than Disability, the participant's incentive share options shall
                be treated as incentive share options only if exercised by the
                participant within ninety days after the date of termination of
                employment.
 
                        (iv)    No option shall be an incentive share option
                unless so designated by the Committee at the time of grant.
 
7.      NON-EMPLOYEE TRUSTEE SHARE OPTIONS
 
                (a)     Each person who becomes a non-employee trustee of the
        Company shall be granted a non-qualified share option to purchase 2,000
        Common Shares on the date the
 
 
                                     - 5 -
<PAGE>
 
        person becomes a trustee. The exercise price shall be the closing price
        of the Common Shares on the New York Stock Exchange on the grant date.
 
                (b)     Each person who is a non-employee trustee on January 2
        of each year beginning on and after January 2, 1998 shall be granted an
        option to purchase 2,000 Common Shares on that date or the next day the
        New York Stock Exchange is open for trading. The exercise price shall be
        the closing price of the Common Shares on the New York Stock Exchange on
        the grant date.
 
                (c)     Options may be exercised in whole or in part by payment
        of the exercise price for the Common Shares to be acquired. Payment must
        be made in cash.
 
                (d)     All options shall be exercisable immediately following
        the effective date of grant. The term during which each option may be
        exercised shall be ten years from the date it is granted. All rights to
        purchase shares pursuant to an option shall, unless sooner terminated,
        expire ninety days after the grantee is no longer an eligible trustee.
 
8.      RESTRICTED AND UNRESTRICTED SHARE AWARDS
 
                (a)     Subject to the other applicable provisions of the Plan,
        the Committee at any time and from time to time may award Common Shares
        to such participants and in such amounts as it determines. Each award of
        Common Shares shall specify the applicable restrictions, if any, on such
        shares, the duration of such restrictions, and the time or times at
        which such restrictions shall lapse in respect of all or a portion of
        the Common Shares that are part of the award. The Committee may reduce
        or shorten the duration of any restriction applicable to any shares
        awarded to any participant under the Plan.
 
                (b)     Restricted shares may be issued at the time of award,
        subject to forfeiture if the restrictions do not lapse, or upon lapse of
        the restrictions. If Common Shares are issued at the time of the award,
        the participant may be required to pay nominal consideration in
        accordance with state law and will be required to deposit the
        certificates with the Company during the period of restriction thereon
        and to execute a blank stock power therefor. Except as otherwise
        provided by the Committee, during such period of restriction the
        participant shall have all of the rights of a holder of Common Shares,
        including but not limited to the rights to receive dividends or other
        distributions in respect of such shares (or amounts equivalent to such
        dividends or distributions) and to vote. If Common Shares are issued
        upon lapse of restrictions, the Committee may provide that the
        participant will be entitled to receive any amounts per share pursuant
        to any dividend or distribution paid by the Company on its Common Shares
        to shareholders of record after the award and prior to the issuance of
        the shares.
 
                (c)     Except as otherwise provided by the Committee, on
        termination of a grantee's employment due to death, Disability,
        Retirement or a Change in Control during any period of restriction, all
        restrictions on Common Shares awarded to such grantee shall lapse. On
        termination of a grantee's employment for any other reason, all
        restricted shares in respect of which restrictions have not lapsed shall
        be forfeited to the Company.
 
 
                                     - 6 -
<PAGE>
 
9.      WITHHOLDING OF TAXES
 
                (a)     As a condition to any grant or payment by the Company
        under the Plan or to the delivery of certificates for Common Shares
        issued under the Plan, the Company may require that the grantee pay to
        the Company in cash or, if permitted in accordance with other provisions
        of the Plan or approved by the Committee, in Common Shares valued at
        Fair Market Value on the date as of which the withholding tax liability
        is determined, any federal, state or local taxes of any kind required by
        law to be withheld in respect of any grant, payment or issuance or
        delivery of Common Shares.
 
                (b)     Unless otherwise determined by the Committee, a
        participant may also deliver Common Shares, including Common Shares
        acquired upon exercise of the option, in satisfaction of any amount the
        Company is required to withhold for taxes in connection with the
        exercise of an option subject, if the optionee is subject to Section
        16(b) of the Securities Exchange Act of 1934, to such restrictions as
        may be imposed from time to time by the Securities and Exchange
        Commission.
 
                (c)     An election to deliver Common Shares to pay withholding
        taxes must be made on or before the date the amount of tax to be
        withheld is determined, and once made will be irrevocable. The
        withholding tax obligation that may be paid by the withholding or
        delivery of Common Shares may not exceed the participant's estimated
        federal, state and local income tax obligations in connection with the
        exercise of the option or the sale of Common Shares received upon
        exercise of the option. The Fair Market Value of the Common Shares to be
        withheld or delivered will be the Fair Market Value on the date as of
        which the amount of tax to be withheld is determined.
 
                (d)     The Company, to the extent permitted or required by law,
        shall have the right to deduct from any payment of any kind (including
        salary or bonus) otherwise due to a grantee any federal, state or local
        taxes of any kind required by law to be withheld in respect of any grant
        or payment or the issuance or delivery of Common Shares under the Plan,
        or to retain or sell without notice a sufficient number of Common Shares
        to be issued to such grantee to provide for any such taxes.
 
10.     WRITTEN AGREEMENT
 
        Each employee to whom a grant is made under the Plan shall enter into a
written agreement with the Company that shall contain such provisions,
consistent with the provisions of the Plan, as may be established by the
Committee.
 
11.     TRANSFERABILITY
 
        No option or restricted share award (prior to lapse of the
restrictions), granted under the Plan shall be transferable by an employee
otherwise than by will or the laws of descent and distribution. An option may be
exercised only by the optionee or grantee thereof or his or her guardian or
legal representative.
 
 
                                     - 7 -
<PAGE>
 
12.     LISTING AND REGISTRATION
 
        If the Committee determines that the listing, registration or
qualification upon any securities exchange, or under any law, of Common Shares
subject to any option or award is necessary or desirable as a condition of, or
in connection with, the grant or the issuance or purchase of Common Shares
thereunder, no such option may be exercised in whole or in part and no shares
may be issued unless such listing, registration or qualification is effected to
the satisfaction of the Committee.
 
13.     TRANSFER OF EMPLOYEE
 
        Transfer of an employee from the Company to a Subsidiary, from a
Subsidiary to the Company, or from one Subsidiary to another, shall not be
considered a termination of employment. Nor shall it be considered a termination
of employment if an employee is placed on military or sick leave or such other
leave of absence which is considered by the Company as continuing intact the
employment relationship, until the employee's right to reemployment shall no
longer be guaranteed either by law or contract.
 
14.     ADJUSTMENT; BUSINESS COMBINATIONS
 
                (a)     In the event of a reorganization, recapitalization,
        stock split, stock dividend, combination of shares, merger, share
        exchange, consolidation, substantial distribution of assets, or any
        other change in the corporate structure or shares of the Company, the
        number and kind of shares reserved for issuance under the Plan, the
        number and kind of shares covered by outstanding options and awards made
        under the Plan, the exercise price of outstanding options, and the
        number and kind of shares to be covered by options to be granted
        pursuant to Section 7 of the Plan shall be appropriately adjusted.
 
                (b)     In the event of any merger, share exchange,
        consolidation or other reorganization in which the Company is not the
        surviving or continuing corporation, or in which the Company's
        shareholders become entitled to receive cash, securities of the Company
        other than voting Common Shares or securities of another issuer, or in
        the event of a Change in Control, (a) all outstanding options shall
        become vested and immediately exercisable and (b) all restrictions on
        restricted shares shall immediately lapse, at a date not later than the
        effective date of the transaction, notwithstanding any restriction on
        exercise or vesting.
 
15.     TERMINATION AND MODIFICATION OF THE PLAN
 
                (a)     The Board of Trustees, without approval of the
        shareholders, may modify or terminate the Plan, except that no
        modification shall become effective without prior approval of the
        shareholders of the Company if shareholder approval would be required
        for continued compliance with Rule 16b-3 of the Securities and Exchange
        Commission, or if the modification would (a) increase the total amount
        of shares which may be issued under the Plan (except as provided in
        Section 14 hereof), (b) change the class of employees
 
 
                                     - 8 -
<PAGE>
 
        eligible to participate, (c) materially increase benefits to
        participants, or (d) extend the period during which options may be
        granted or exercised. No amendment to Section 7 of the Plan shall be
        made more than once every six months other than to conform with changes
        in the Code or the rules thereunder.
 
                (b)     No termination of the Plan shall affect outstanding
        options or awards previously made under the Plan.
 
                (c)     The Committee may amend or modify the grant of any
        outstanding option or award in any manner to the extent that the
        Committee would have had the authority to make such grant as so modified
        or amended, including without limitation to change the date or dates as
        of which an option becomes exercisable or restrictions on shares are to
        lapse. However, no modification may be made that would materially
        adversely affect any grant previously made under the Plan without the
        approval of the grantee. The Committee shall be authorized to make
        modifications to the Plan and outstanding awards of a minor or
        administrative nature or that may be required, authorized or made
        desirable by Federal or state laws applicable to the Company and/or the
        participants. The Board of Trustees shall exercise the power referred to
        in this paragraph in respect of Section 7 of the Plan or options granted
        thereunder.
 
16.     LIMITATION ON BENEFITS
 
        Notwithstanding any other provision of the Plan, no option may be
exercised and no award will vest to the extent such exercise, vesting or payment
will create an "excess parachute payment" as defined in Section 280G of the
Code, and the portion of the option or award creating the excess parachute
payment shall be forfeited and canceled.
 
17.     EFFECTIVE DATE
 
        The Plan shall become effective as of June 17, 1997, the date of its
adoption by the Board of Trustees of the Company. The Plan shall be subject to
ratification within twelve months of the effective date by an affirmative vote
of a majority of Common Shares present and entitled to vote at a shareholders'
meeting at which a quorum representing a majority of the outstanding Common
Shares is present.
 
18.     TERMINATION DATE
 
        No further grants may be made under the Plan following the close of
business on the day preceding the tenth anniversary of the effective date of the
Plan.
 
 
                                     - 9 -
 
 
 
 
</TEXT>
</DOCUMENT>