Notice of Annual Meeting and Proxy Statement

EX-99 7 dex99.htm NOTICE OF ANNUAL MEETING AND PROXY STATEMENT Notice of Annual Meeting and Proxy Statement


                                   Exhibit 99
                                   ----------

                      Proxy Statement dated March 29, 2002.

SCHEDULE 14A

(Rule 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

x Definitive Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨	Definitive Additional Materials

¨ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

THE TOWN & COUNTRY TRUST

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

¨	Fee paid previously with preliminary materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

THE TOWN AND COUNTRY TRUST

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Notice is hereby given that the Annual Meeting of Shareholders of The Town and Country Trust will be held at The Center Club, 100 Light Street, Baltimore, Maryland on Thursday, May 2, 2002 at 11:00 A.M., local time, for the purpose of considering and acting upon:

1. The election of five (5) Trustees, each to hold office until the next Annual Meeting of Shareholders and until his successor shall be elected and qualified; and

2. The transaction of any other business which properly may come before the meeting and any adjournments thereof.

Shareholders of The Town and Country Trust of record at the close of business on March 15, 2002 are entitled to vote at the Annual Meeting and any adjournments thereof.

By order of the Board of Trustees

Daniel G. Berick

Secretary

Baltimore, Maryland

March 29, 2002

Shareholders are requested to complete, date, sign and return the enclosed Proxy in the envelope provided which requires no postage if mailed in the United States.

IMPORTANT NOTICE REGARDING DELIVERY OF SECURITY HOLDER DOCUMENTS

The Securities and Exchange Commission now permits companies to send a single set of annual disclosure documents to any household at which two or more shareholders reside, unless contrary instructions have been received, but only if the company provides advance notice and follows certain procedures. In such cases, such shareholders continue to receive a separate notice of the meeting and proxy card. This “householding” process reduces the volume of duplicate information and reduces printing and mailing expenses. The Trust has not instituted householding for shareholders of record; however, this year, a limited number of brokerage firms may have instituted householding for beneficial owners of the Trust’s Common Shares of Beneficial Interest held through such brokerage firms. If your family has multiple accounts holding Common Shares of Beneficial Interest of the Trust, you already may have received householding notification from your broker. Please contact your broker directly if you have any questions or require additional copies of the annual disclosure documents. The broker will arrange for delivery of a separate copy of this Proxy Statement or the Trust’s Annual Report promptly upon your written or oral request. You may decide at any time to revoke your decision to household, and thereby receive multiple copies.

March 29, 2002

THE TOWN AND COUNTRY TRUST

100 South Charles Street

Baltimore, Maryland 21201

PROXY STATEMENT

The accompanying proxy is solicited by the Trustees of The Town and Country Trust (the “Trust”) for use at the Annual Meeting of Shareholders to be held on May 2, 2002 and any adjournments thereof.

Shareholders of record at the close of business on March 15, 2002 (the record date) will be entitled to vote at the Annual Meeting and any adjournments thereof. At that date the Trust had issued and outstanding 16,233,617 Common Shares of Beneficial Interest (the “Common Shares”), par value $.01 per Common Share. Each such Common Share is entitled to one vote on all matters properly coming before the Annual Meeting. At least 8,116,810 Common Shares must be represented at the Annual Meeting in person or by proxy in order to constitute a quorum for the transaction of business.

This Proxy Statement and the accompanying form of proxy were first mailed to Shareholders on March 29, 2002.

ELECTION OF TRUSTEES

At this Annual Meeting, five Trustees are to be elected for a term expiring at the 2003 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified. Unless a Shareholder requests that voting of the proxy be withheld for any one or more of the nominees for Trustee in accordance with the instructions set forth on the proxy, it presently is intended that Common Shares represented by proxies solicited hereby will be voted for the election as Trustees of the five nominees named in the table below. All nominees have consented to being named in this Proxy Statement and to serve if elected. Should any nominees subsequently decline or be unable to accept such nomination or to serve as a Trustee, an event which the Trustees do not now expect, the persons voting the Common Shares represented by proxies solicited hereby may either vote such Common Shares for a slate of five persons which includes a substitute nominee or for a reduced number of nominees, as they may deem advisable. For election as a Trustee, a nominee must receive the affirmative vote of a plurality of the Common Shares voted at the Annual Meeting in person or by proxy. Neither abstentions nor broker non-votes will be counted as votes cast and neither will have any effect on the result of the vote, although both will count toward the determination of the presence of a quorum.

The information concerning the nominees set forth in the following table is based in part on information received from the respective nominees and in part on the Trust’s records. Each of the nominees first became a Trustee in connection with the formation of the Trust in 1993.

Name	Age	Position
Alfred Lerner	68	Chairman of the Board of the Trust


Harvey Schulweis	61	Chief Executive Officer and President of the Trust


James H. Berick	68	Partner, Squire, Sanders & Dempsey L.L.P., attorneys


H. Grant Hathaway	74	Retired, formerly Vice Chairman, MNC Financial, Inc., bank holding company


Milton A. Wolf	77	President of Milton A. Wolf Investors, investments, and Chairman of Zehman-Wolf Management, Inc., real estate management and development

Mr. Lerner has been the Chairman of the Board of the Trust since its formation in May 1993. In addition, Mr. Lerner served as the Chief Executive Officer of the Trust from May 1993 until October 1997. Since September 1998, Mr. Lerner has been the Chairman and owner of the Cleveland Browns. Mr. Lerner also has served as the Chairman of the Board and Chief Executive Officer of MBNA Corporation, a bank holding company, since its inception as a public company in 1991. From 1979 until 1993, Mr. Lerner was the President of The Town and Country Management Corporation. He is Vice Chairman of the Board of Trustees of Columbia University and President of The Cleveland Clinic Foundation and a member of its Board of Trustees. He also is a Trustee of New York Presbyterian Hospital and Case Western Reserve University, as well as a member of the Board of Directors of the Marine Corps Law Enforcement Foundation.

Mr. Schulweis has been the Chief Executive Officer of the Trust since October 1997 and the President of the Trust since its formation in May 1993. Mr. Schulweis has been the President of Schulweis Realty, Inc., a private real estate investment and development firm, since 1991. Formerly a general partner of Lazard Freres & Co., he is a Certified Public Accountant and was a partner in a predecessor firm to Ernst & Young LLP, a major international accounting firm.

Mr. Berick has been a Trustee of the Trust since its formation in May 1993. Since January 1, 2000, he has been a partner of Squire, Sanders & Dempsey L.L.P., the successor to Berick, Pearlman & Mills Co., L.P.A., of which Mr. Berick was the Chairman from July 1986 to December 31, 1999. He was the President and Treasurer of Realty ReFund Trust, a real estate investment trust, from 1990 through January 1998. Mr. Berick is a Director of MBNA Corporation.

Mr. Hathaway, now retired, has been a Trustee of the Trust since its formation in May 1993. In addition, he served as the Vice Chairman of MNC Financial, Inc. from 1990 until 1993. He also served as Vice Chairman of Maryland National Bank from 1990 until 1993 and was its President and Chief Executive Officer in 1991. Mr. Hathaway was the President and Chief Executive Officer of American Security Bank, N.A. in 1991 and the Chairman and Chief Executive Officer of Equitable Bank, N.A. from 1979 until 1990. Mr. Hathaway also served as the President of Equitable Bancorporation from 1975 until 1990 and as its Chief Executive Officer from 1981 until 1990. Mr. Hathaway is a member of The Kennedy Krieger Institute Development and Resource Board.

Dr. Wolf has served as a Trustee of the Trust since its formation in May 1993. In addition, he has served as the President of Milton A. Wolf Investors and as the Chairman of Zehman-Wolf Management, Inc. since 1980. Dr. Wolf was the United States Ambassador to Austria from 1977 until 1980. From 1981 until 1987, Ambassador Wolf served as a Distinguished Professorial Lecturer in Economics at Case Western Reserve University. Ambassador Wolf holds a Ph.D. in Economics from Case Western Reserve University and holds honorary doctoral degrees from Cleveland State University and Case Western Reserve University. He is Chairman of the American Austrian Foundation, Vice Chairman of the Council of American Ambassadors and is a member of the Council on Foreign Relations, the Academy of Political Science and the American Economic Association. Ambassador Wolf serves on the Boards of Trustees of Case Western Reserve University and the Cleveland Clinic Foundation.

The Board of Trustees has established an Audit Committee and a Compensation Committee. James H. Berick, H. Grant Hathaway and Milton A. Wolf comprise the Audit Committee and the Compensation Committee. The Trust does not have a nominating committee. The functions of such committee are performed by the Board of Trustees.

The Audit Committee has been established to provide assistance to the Board of Trustees in fulfilling its oversight responsibility to the Shareholders, potential Shareholders, the investment community, and others relating to the Trust’s financial statements and the financial reporting process, its systems of internal accounting and financial controls, the internal audit function, the annual independent audit of the Trust’s financial statements, and the legal compliance and ethics programs as established by management and the Board of Trustees. In so doing, it is the responsibility of the Audit Committee to maintain free and open communication among the Audit Committee, the Trust’s independent auditors, and management of the Trust. In discharging its oversight role, the Audit Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities, and personnel of the Trust and has the power to retain outside counsel or other experts for this purpose. Notwithstanding the foregoing, the Audit Committee is not responsible for conducting audits, preparing financial statements, or assuring the accuracy of financial statements or filings, all of which is the responsibility of management of the Trust and the independent auditors. The Audit Committee met twice during the fiscal year.

The Compensation Committee is responsible for administering the Trust’s Amended and Restated 1993 Long Term Incentive Plan, the Trust’s 1997 Long Term Incentive Plan and for reviewing benefits and executive compensation, including incentive compensation. The Compensation Committee met once during the fiscal year.

The Board of Trustees held four meetings during the year ended December 31, 2001.

The Board of Trustees recommends a vote FOR each nominee for Trustee.

Certain Related Transactions; Compensation Committee Interlocks and Insider Participation

Michael H. Rosen, who served as Executive Vice President of the Trust until March 2001, was indebted to the Trust in connection with the consolidation of certain personal indebtedness in the amount of $250,000 during fiscal 2001. In January, 2002, this indebtedness was forgiven pursuant to the separation agreement between the Trust and Mr. Rosen entered into in connection with his resignation as an executive officer of the Trust.

Gerald Haak, Senior Vice President–Operations of the Trust, is indebted to the Trust in connection with the consolidation of certain personal indebtedness, in the amount of $116,400, as of March 15, 2002. This indebtedness bears interest at a rate comparable to that earned on the Trust’s invested funds.

James H. Berick, a Trustee, is a partner of the law firm of Squire, Sanders & Dempsey L.L.P. (successor to the law firm of Berick, Pearlman & Mills Co., L.P.A.), general counsel to the Trust.

In January 2001, the Board of Trustees approved an amendment to the Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”) of The TC Operating Limited Partnership, a Maryland limited partnership (the “Operating Partnership”) in which the Trust is an 86.54% general partner and Messrs. Lerner and Schulweis beneficially own 11.74% and 1.17% limited partnership interests, respectively. The amendment provides for a change in the allocation, for tax purposes, of gains resulting from the sale of certain of the Trust’s properties. The amendment will have no effect on the Operating Partnership’s cash distributions.

When the Trust was formed in 1993, tax considerations required a special allocation of the depreciation on the Trust’s properties. Accordingly, the Partnership Agreement provides for the special allocation, for tax purposes, to the limited partners (including Messrs. Lerner and Schulweis) of 85% of the depreciation relating to the Trust’s original 26 properties and each other property which has obligations respecting the debt of any of the original 26 properties (such other properties, collectively, the “Allocation Group Properties”). Prior to the amendment, the Partnership Agreement further provided for the special allocation, for tax purposes, to such limited partners of a portion of any gains resulting from the sale of any of the Trust’s properties.

The amendment provides that the special tax allocations of gains on sale will be more consistent with the special tax allocations of depreciation, so that gain from the sale of a property only will be specially allocated, for tax purposes, to the limited partners if the property is (i) one of the Trust’s original 26 properties or (ii) an Allocation Group Property (but only to the extent of prior special allocations of depreciation to the limited partners from that Allocation Group Property). Gains resulting from the sale of any other property will be allocated for tax purposes among the Trust and the limited partners ratably in accordance with their respective percentage interests in the Operating Partnership.

In order to attempt to equalize the allocations of gains on sale between the Trust and the limited partners, the amendment will have the effect of increasing the Trust’s share of taxable gains from sales of properties that are not Allocation Group Properties, with a corresponding decrease in the limited partners’ share of taxable gains on the sale of those properties. That increase will increase the Trust’s income tax liability (if the gains are retained by the Trust) or the Shareholders’ income tax liabilities (if the gains are distributed to Shareholders), upon sales of properties that are not Allocation Group Properties. In the event of such gains on sale, the amendment also will result in each Shareholder having the benefit of a higher basis in his or her Trust Common Shares when such Shareholder subsequently should sell those Common Shares.

Compensation of Trustees

The Trust pays an annual fee of $25,000, plus a fee of $2,500 for each meeting attended, to its Trustees who are not employees of the Trust or any of its subsidiaries. Trustees who are employees of the Trust are not paid any Trustees’ fees. The Trust reimburses the Trustees for travel expenses incurred in connection with their activities on behalf of the Trust.

Pursuant to the Amended and Restated 1993 Long Term Incentive Plan (the “1993 Plan”) adopted by the Trust, each Trustee who is not otherwise an employee of the Trust or its subsidiaries or affiliates automatically receives, on each January 2, an annual grant of options to purchase 2,000 Common Shares having an exercise price equal to 100% of the fair market value of the Common Shares at the date of grant of such option. In addition, each of the Trust’s current non-employee Trustees, upon joining the Board, received an initial grant of options to purchase 2,000 Common Shares at an exercise price equal to the initial public offering price of $22.00. Should any additional Trustees be elected in the future, each such Trustee would receive an initial grant of options to purchase 2,000 Common Shares having an exercise price equal to 100% of the fair market value of the Common Shares as of such date. Future option grants to non-employee Trustees may be made pursuant to either the 1993 Plan or the 1997 Long Term Incentive Plan (the “1997 Plan”). The provisions of the 1997 Plan in respect of grants of options to non-employee Trustees are identical to the provisions in respect thereof under the 1993 Plan. However, the 1997 Plan provides that annual option grants to non-employee Trustees under the 1997 Plan shall not duplicate any such grants under the 1993 Plan.

AUDIT COMMITTEE REPORT

Notwithstanding anything to the contrary set forth in any of the Trust’s previous or future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934 that might incorporate this Proxy Statement or future filings with the Securities and Exchange Commission, in whole or in part, the following report shall not be deemed to be incorporated by reference into any such filing.

The Audit Committee consists of the following members of the Trust’s Board of Trustees: James H. Berick, H. Grant Hathaway and Milton A. Wolf. Each of the members of the Audit Committee is “independent” under the listing standards of the New York Stock Exchange. The Audit Committee operates pursuant to a written charter adopted by the Board of Trustees. A copy of such charter was included in the Trust’s 2001 Proxy Statement as Appendix A.

The Audit Committee has reviewed and discussed the audited financial statements of the Trust for the fiscal year ended December 31, 2001 with the Trust’s management. The Audit Committee has discussed with Ernst & Young LLP, the Trust’s independent auditors, the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees).

The Audit Committee also has received the written disclosures and the letter from Ernst & Young LLP required by Independence Standards Board Standard No. 1 (Independence Discussion with Audit Committee) and the Audit Committee has discussed the independence of Ernst & Young LLP with that firm.

Based upon the Audit Committee’s review and discussions noted above, the Audit Committee recommended to the Board of Trustees that the Trust’s audited financial statements be included in the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001 for filing with the Securities and Exchange Commission.

The Audit Committee

James H. Berick

H. Grant Hathaway

Milton A. Wolf

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

This report describes the Trust’s executive compensation programs and the basis on which fiscal 2001 compensation determinations were made by the members of the Compensation Committee in respect of the executive officers of the Trust, including Mr. Schulweis, the Trust’s Chief Executive Officer.

The Trust’s compensation program provides annual cash compensation to executive officers that recognizes short-term individual and Trust performance and long-term compensation that encourages executive officers to focus on the future. The program is designed to reward current performance in proper context with the long-term health of the Trust and to provide for continuity of management of the Trust’s properties, which the Board of Trustees considers to be of critical importance. Annual cash compensation consists of salary and bonus. Long-term incentive programs include grants of share options and restricted and unrestricted share awards.

The Compensation Committee examines Trust performance and accomplishments in connection with its determination of the compensation of executive officers. The following is an example of information considered by the Committee when it made its compensation decisions.

For the five-year period from 1997 to 2001, the Trust posted a total shareholder return of 124% (assuming dividend reinvestment) and an annualized return of 17.2%, a result which placed it third among all publicly traded REITs. This compares to the National Association of Real Estate Investment Trusts, Inc.’s Equity REIT Total Return Index, which posted a total shareholder return of 36% (assuming dividend reinvestment) and the Standard & Poor’s 500 Stock Index’s total shareholder return of 62% (assuming dividend reinvestment).

During 2001, the Trust also strengthened its management team with the addition of two experienced executives, one in financial and administrative areas and the other in human resources.

Based upon the foregoing and other factors set forth below, the Compensation Committee approved annual salaries and bonuses for the Trust’s executive officers in respect of fiscal 2001. For purposes of comparison, the Compensation Committee considered salaries and bonuses paid to executive officers of other publicly-held real estate investment trusts. Salaries are based on responsibilities with the Trust, experience, and individual and Trust performance. Bonuses for executive officers are based on Trust and individual performance. Bonuses for 2001 for executive officers were approved by the Compensation Committee based primarily on the Trust’s performance relative to plans, goals and objectives, including financial goals such as growth in funds from operations, management of costs and acquisitions of new properties, and nonfinancial goals such as tenant satisfaction, employee turnover and management of internal systems and growth.

Mr. Schulweis’ salary and bonus (in the amounts set forth in the Summary Compensation Table, below) were determined in accordance with the above criteria.

To provide long-term incentives, the Compensation Committee may grant share options and restricted and unrestricted share awards to officers and key employees under either the 1993 Plan or the 1997 Plan. Share options were granted in 2001 under the 1997 Plan at an option price equal to the fair market value of the Trust’s Common Shares on the date of grant. These options vest over a period of three years beginning on the first anniversary of the date of grant and expire ten years after the grant date. Restricted Common Shares were awarded in 2001 under the 1997 Plan. The restrictions thereon lapse on termination of the officer’s employment due to death, disability, retirement or a change in control of the Trust. Upon termination of employment for any other reason, all restricted Common Shares as to which the restrictions have not lapsed are forfeited to the Trust. Holders of restricted Common Shares have all of the rights of holders of Common Shares, including the right to receive dividends and to vote. Mr. Schulweis received neither a grant of restricted Common Shares nor a grant of options to acquire Common Shares in 2001.

The Compensation Committee

James H. Berick

H. Grant Hathaway

Milton A. Wolf

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth the compensation paid or to be paid by the Trust or its subsidiaries in respect of services rendered during the Trust’s fiscal year ended December 31, 2001 to the Trust’s Chief Executive Officer and each of the Trust’s other executive officers.

SUMMARY COMPENSATION TABLE

		Annual Compensation			Long-Term Compensation
Name and Principal Position	Fiscal Year	Salary	Bonus	Other Annual Compensation(1)	Restricted Stock Awards(2)	Options (Shares)	All Other Compensation
Alfred Lerner,	2001	$200,000	—	—	—	—	—
Chairman of the Board	2000	$200,000	—	—	—	—	—
	1999	$200,000	—	—	—	—	—


Harvey Schulweis,	2001	$300,000	$250,000	—	—	—	$ 7,788	(4)
President, Chief	2000	$275,000	$200,000	$105,975	$692,500	—	—
Executive Officer	1999	$250,000	$120,000	—	—	30,000	—


Thomas Brodie,	2001	$200,000	$ 50,000	—	$193,900	35,000	$ 8,062	(4)
Senior Vice President,	2000	N/A	N/A	N/A	N/A	N/A	N/A
Chief Investment Officer(3)	1999	N/A	N/A	N/A	N/A	N/A	N/A


James Dolphin,	2001	$133,846	$ 25,000	—	$193,900	35,000	$ 7,271	(4)
Senior Vice President,	2000	N/A	N/A	N/A	N/A	N/A	N/A
Chief Financial Officer(3)	1999	N/A	N/A	N/A	N/A	N/A	N/A


Gerald Haak,	2001	$185,000	$ 75,000	—	—	—	$ 24,905	(4)
Senior Vice President	2000	$150,000	$ 65,000	—	$173,125	—	$ 24,790
Operations(3)	1999	$140,000	$ 65,000	—	—	5,000	$ 24,346


Alan W. Lasker,	2001	$160,000	$ 75,000	—	—	—	$ 8,153	(4)
Senior Vice	2000	$140,000	$ 65,000	—	$103,875	—	$ 8,064
President—Finance	1999	$122,500	$ 55,000	—	—	10,000	$ 7,998

(1)	Amounts shown reflect the difference between the exercise price paid by the respective executive officer for Common Shares acquired upon exercise of options and the fair market value of the Common Shares on the date of exercise.

(2)

The total number of restricted shares and the aggregate market value thereof at December 31, 2001 are as follows: Mr. Lerner held no restricted shares; Mr. Schulweis held 140,000 restricted shares having an aggregate market value of $2,926,000; Messrs. Brodie, Dolphin and Haak each held 10,000 restricted shares having an aggregate market value of $209,000; and Mr. Lasker held 24,000 restricted shares having an aggregate market value of $501,600. Dividends accrue and are paid on the restricted shares. The aggregate market value is based on the fair market value at December 31, 2001 of $20.90 per share.

(3)	Messrs. Brodie and Dolphin became executive officers of the Trust on May 3, 2001. Mr. Haak became an executive officer of the Trust on March 2, 2001.

(4)

Amounts shown include the following: Trust or subsidiary contributions to defined-contribution plan —$7,788 for each of Messrs. Schulweis, Brodie, Haak and Lasker, and $7,119 for Mr. Dolphin; Trust or subsidiary payments of term life insurance premiums—$274 for Mr. Brodie, $152 for Mr. Dolphin, $730 for Mr. Haak and $365 for Mr. Lasker, and Trust or subsidiary payments of split-dollar life insurance premiums—$16,387 for Mr. Haak.

Stock Options

The following table contains information concerning the grant of stock options during fiscal year 2001 to the named executive officers. In accordance with the rules of the Securities and Exchange Commission, the table shows the hypothetical gain or “option spreads” that would exist for the respective options. The gains are based on assumed rates of annual compounded share price appreciation of 5% or 10% from the date the options were granted over the full option term of ten years. No gain to the optionees is possible without an increase in share price, which will benefit all Shareholders proportionately. Regardless of the theoretical value of an option, its ultimate value will depend on the market value of the Common Shares at a future date and that value will depend on a variety of factors, including the overall condition of the stock market and the Trust’s results of operations and financial condition. There can be no assurance that the values reflected in this table will be achieved.

OPTION GRANTS IN LAST FISCAL YEAR

	Individual Grants				Potential Realizable Value at Assumed Annual Rates of Share Price Appreciation for Option Term (4)
	Options Granted	% of Total Options Granted to Employees in Fiscal	Exercise or Base Price	Expiration
Name	(#)(1)	Year (2)	($/Sh)(3)	Date	5%	10%
Alfred Lerner	0	0%	$ 0	N/A	$ 0	$ 0
Harvey Schulweis	0	0%	$ 0	N/A	$ 0	$ 0
Thomas Brodie	35,000	44%	$19.36	5/3/11	$426,300	$1,080,100
James Dolphin	35,000	44%	$19.36	5/3/11	$426,300	$1,080,100
Gerald Haak	0	0%	$ 0	N/A	$ 0	$ 0
Alan W. Lasker	0	0%	$ 0	N/A	$ 0	$ 0

(1)	All options for Common Shares were granted pursuant to the 1997 Plan. Such options become exercisable at the rate of one-third per year, commencing on the first anniversary of the date of grant of the option. Mr. Lerner did not receive a 2001 stock option grant at his request.

(2)	Based upon 80,000 options granted to all employees.

(3)	Fair market value on the date of grant (May 3, 2001).

(4)

The potential realizable values are illustrated at 5% and 10% compounded annual appreciation assume that the price of the Trust’s Common Shares increases to $31.54 and $50.22 per share, respectively, over the 10-year term of the options. If the named executive officers realize these values, the Trust’s Shareholders will realize aggregate appreciation in the price of the Trust’s outstanding Common Shares of approximately $198 million and $501 million, respectively, over the same period.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR

AND FISCAL YEAR-END OPTION VALUES

Name	Value Realized(1)	No. of Securities Underlying Unexercised Options at Fiscal Year End Exercisable/Unexercisable	Value of Unexercised In-the-Money Options at Fiscal Year End Exercisable/Unexercisable
Alfred Lerner	$0	0/0	$0/$0
Harvey Schulweis	$0	128,277/10,000	$781,761/$56,500
Thomas Brodie	$0	0/35,000	$0/$53,900
James Dolphin	$0	0/35,000	$0/$53,900
Gerald Haak	$0	33,332/1,668	$207,451/$9,424
Alan W. Lasker	$0	31,666/3,334	$193,288/$18,837

(1)	Amounts shown reflect the difference between the exercise price paid by the respective executive officer for Common Shares acquired upon exercise of options and the fair market value of the Common Shares on the date of exercise.

PERFORMANCE GRAPH

The following graph compares total Shareholder returns from December 31, 1996 through December 31, 2001 to the Standard & Poor’s 500 Stock Index (“S&P 500”) and to the National Association of Real Estate Investment Trusts, Inc.’s Equity REIT Total Return Index (“NAREIT”). The graph assumes that the value of the investment in the Common Shares and each index was $100 at December 31, 1996 and that all dividends were reinvested. The Shareholder return shown on the following graph is not necessarily indicative of future performance.

The following graph shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent the Trust specifically incorporates this information by reference and otherwise shall not be deemed filed under such Acts.

	December 31, 1996	December 31, 1997	December 31, 1998	December 31, 1999	December 31, 2000	December 31, 2001
TRUST	$100	133.06	130.66	160.71	190.38	224.16
NAREIT	$100	120.26	99.21	94.63	119.58	136.24
S&P 500	$100	128.51	158.92	192.13	184.02	161.53

Retirement Plan

An affiliate of the Trust, the TC Operating Limited Partnership, maintains a contributory defined-contribution 401(k) benefit plan for the benefit of employees. The 401(k) plan covers substantially all employees who are twenty and one-half years old with six months or more of service. Discretionary employer contributions may be made to the 401(k) plan for each participant. Participants qualify for benefits upon reaching the age of sixty-five and early retirees qualify provided they have reached the age of fifty-five and have completed ten years of service. After three years of service, participants become 20% vested in employer contributions which are based on current compensation levels. From the fourth through the seventh years vesting increases by 20% each year until full vesting occurs. Effective January 1, 2001, the 401(k) plan was amended to comply with Internal Revenue Service requirements to qualify as a 401(k) Safe Harbor Plan whereby discretionary employer contributions are 100% vested when made. For the fiscal year ended December 31, 2001, $7,788 was contributed to the plan accounts of each of Messrs. Schulweis, Brodie Haak and Lasker. For the same period $7,119 was contributed to the plan account of Mr. Dolphin. Mr. Lerner is not a participant in the 401(k) plan.

OWNERSHIP OF COMMON SHARES OF BENEFICIAL INTEREST

The following table sets forth information as of March 15, 2002 in respect of beneficial ownership of Common Shares by each person known to the Trust to own 5% or more of its Common Shares, by each Trustee, by each named executive officer and by all Trustees and executive officers as a group.

Name	Shares Beneficially Owned(1)(2)(3)(4)		% of Outstanding Shares		Ownership of Share Equivalents(5)	Total Shares and Share Equivalents/%(6)
Management
Alfred Lerner
25875 Science Park Drive
Beachwood, Ohio 44122	1,000,000		6.2	%	2,152,299	3,152,299/16.9	%
Harvey Schulweis	442,161		2.7	%	215,230	657,391/3.5	%
James H. Berick	22,950		*		—	—
H. Grant Hathaway	70,000		*		—	—
Milton A. Wolf	87,300	(7)	*		—	—
Thomas Brodie	36,666		*		—	—
James Dolphin	31,666		*		—	—
Gerald Haak	52,710		*		—	—
Alan W. Lasker	67,500		*		—	—
All Trustees and Executive Officers as a Group (11 persons)	1,925,991		11.9	%

*	Less than 1% of the Common Shares outstanding.

(1)

Includes the following number of Common Shares which are not owned but can be purchased within 60 days upon the exercise of options granted under the 1993 Plan: 20,000 by each of James H. Berick, H. Grant Hathaway and Milton A. Wolf, 79,302 by Mr. Schulweis, 27,000 by Mr. Haak, 8,000 by Mr. Lasker and 183,185 by all Trustees and executive officers as a group.

(2)

Includes the following number of Common Shares which are not owned but can be purchased within 60 days upon the exercise of options granted under the 1997 Plan: 52,382 by Mr. Schulweis, 11,666 by Messrs. Brodie and Dolphin, 8,000 by Mr. Haak, 25,000 by Mr. Lasker and 113,680 by all Trustees and executive officers as a group.

(3)	Includes the following number of restricted Common Shares awarded under the 1993 Plan: 100,000 for Mr. Schulweis, 18,000 for Mr. Lasker and 118,000 for all Trustees and executive officers as a group.

(4)	Includes the following number of restricted Common Shares awarded under the 1997 Plan: 60,000 for Mr. Schulweis, 25,000 for Mr. Brodie, 20,000 for Mr. Dolphin, 17,500 for Mr. Haak, 13,500 for Mr. Lasker, and 136,000 for all Trustees and executive officers as a group.

(5)

In consideration of the contributions of their interests in the Trust’s original properties as part of the formation of the Trust, Messrs. Lerner and Schulweis retained beneficial ownership of their limited partnership interests in the Operating Partnership, in which the Trust is an 86.54% general partner. As of March 15, 2002, Messrs. Lerner and Schulweis owned 11.74% and 1.17% limited partnership interests, respectively, in the Operating Partnership. The limited partners of the Operating Partnership share proportionately with the Trust, as general partner, in the net income or loss and any distributions of the Operating Partnership; therefore, Mr. Lerner’s 11.74% limited partnership interest in the Operating Partnership is the economic equivalent of 2,152,299 Common Shares and Mr. Schulweis’ 1.17% limited partnership interest in the Operating Partnership is the economic equivalent of 215,230 Common Shares. Pursuant to the partnership agreement of the Operating Partnership, Messrs. Lerner and Schulweis each may convert his limited partnership interest into such number of Common Shares.

(6)	Percentage shown calculated based on conversion of all share equivalents into Common Shares.

(7)	Includes 4,500 Common Shares currently held by the estate of Dr. Wolf’s late wife and 1,300 Common Shares currently held in the name of Dr. Wolf’s daughter as guardian for his adult son, beneficial ownership of which Dr. Wolf disclaims.

SELECTION OF ACCOUNTANTS

The Trustees have selected Ernst & Young LLP as independent accountants for the Trust for the fiscal year ending December 31, 2002. Ernst & Young LLP were the independent accountants for the Trust for the fiscal year ended December 31, 2001 and are considered by the Trustees to be well qualified.

Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting with the opportunity to make a statement if they desire to do so and to be available to respond to appropriate questions.

The fees billed by Ernst & Young LLP for services rendered to the Trust and its subsidiaries in 2001 were as follows:

Audit Fees

For the audit of the Trust’s annual financial statements and for the review of the financial statements included in the Trust’s Quarterly Reports on Form 10-Q, all in respect of the year ended December 31, 2001, $225,000.

Financial Information Systems Design and Implementation Fees

For financial information systems design and implementation for the year ended December 31, 2001, $0.

All Other Fees

For the year ended December 31, 2001, audit related fees of $15,000 and non-audit services of $255,000. Audit related services generally include fees for SEC registration statements and audits of employee benefit plans. Non-audit services generally consist of tax, advisory and compliance services. The Audit Committee has considered whether the provision of these other services is compatible with maintaining Ernst & Young LLP’s independence.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Trust’s officers and Trustees, and persons who own more than 10% of the Common Shares, to file reports of ownership and changes in ownership of the Common Shares with the Securities and Exchange Commission. All such persons timely filed their respective reports during the year ended December 31, 2001, except Mr. Haak, Senior Vice President—Operations, who filed his initial statement of beneficial ownership on Form 3 subsequent to the due date for such filing.

OTHER MATTERS

The Trustees know of no matter to be presented for action at the Annual Meeting other than those described in this Proxy Statement. Should other matters come before the meeting, the Common Shares represented by proxies solicited hereby will be voted in respect thereof in accordance with the best judgment of the proxy holders.

SHAREHOLDER PROPOSALS

If a Shareholder intends to present a proposal in accordance with Rule 14a-8 of the Securities and Exchange Commission at the Annual Meeting of Shareholders presently scheduled for May 2003, such proposal must be received by the Trust on or before November 30, 2002 in order to be considered for inclusion in the Trust’s Proxy Statement and form of proxy relating to that meeting. If a Shareholder intends to present a proposal outside of the requirements of such Rule at such Annual Meeting, such proposal must be received by the Trust on or before February 13, 2003.

REVOCATION OF PROXIES

A proxy may be revoked at any time before a vote is taken or the authority granted otherwise is exercised. Revocation may be accomplished by the execution of a later proxy in respect of the same shares or by giving notice in writing or in open meeting.

SOLICITATION OF PROXIES

The cost of soliciting proxies will be borne by the Trust. The Trust does not expect to pay for the solicitation of proxies, but may pay brokers, nominees, fiduciaries and custodians their reasonable expenses for sending proxy materials to principals and obtaining their instructions. In addition to solicitation by mail, proxies may be solicited in person, by telephone or telegraph or by officers, Trustees and regular employees of the Trust.

By order of the Board of Trustees

Daniel G. Berick

Secretary

March 29, 2002

DETACH CARD HERE

PLEASE SIGN AND RETURN THIS PROXY WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING

YOU MAY NEVERTHELESS VOTE IN PERSON IF YOU ATTEND

PROXY

THE TOWN AND COUNTRY TRUST

THIS PROXY IS SOLICITED ON BEHALF OF

THE BOARD OF TRUSTEES

The undersigned hereby appoints ALFRED LERNER, HARVEY SCHULWEIS and JAMES H. BERICK and each of them as Proxies, each with the full power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated below, all the Common Shares of Beneficial Interest of The Town and Country Trust held of record by the undersigned on March 15, 2002, at the Annual Meeting of Shareholders to be held on May 2, 2002, and at any adjournments thereof:

1.	Election of five (5) Trustees for a term expiring at the 2003 Annual Meeting of Shareholders.

FOR all nominees listed below ¨

(except as marked to the contrary below)

WITHHOLD AUTHORITY ¨

to vote for all nominees listed below

Alfred Lerner, Harvey Schulweis, James H. Berick, H. Grant Hathaway and Milton A. Wolf

(INSTRUCTIONS: To withhold authority to vote for any individual nominee, write that nominee’s name on the space provided below.)

2.	In their discretion, the Proxies are authorized to vote upon such other business as properly may come before the meeting.

This Proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted FOR Proposal 1.

(Continued, and to be signed on the other side)

DETACH CARD HERE

(Continued from other side)

Please sign exactly as name appears below. When shares are held by joint tenants, both should sign.

When signing as attorney, as executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person.

Dated:

, 2002

Signature

Signature if held jointly

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE