THE TC OPERATING LIMITED PARTNERSHIP



           THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP



      THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is

entered into effective as of the 4th day of August, 2003 (except as to the "LLC

Contributions" defined and described in the Recitals hereof and Section 3.3(c),

as to which the effective date shall be September 26, 2003), by and among THE

TOWN AND COUNTRY TRUST, a Maryland real estate investment trust ("TCT"); THE

TOWN AND COUNTRY ORIOLE CORPORATION ("TC-Oriole"), THE TOWN AND COUNTRY HOLDING

CORPORATION ("REIT Sub"), and THE TOWN AND COUNTRY HOLDING CORPORATION II ("REIT

Sub II"), each a Delaware corporation and each a wholly-owned subsidiary of TCT;

THE BAL-PENN COMPANY, an Ohio limited partnership ("Bal-Penn"); HARVEY SCHULWEIS

("Schulweis"); and PAUL E. TAYLOR, JR. ("Taylor"). TCT, TC-Oriole, REIT Sub and

REIT Sub II may be referred to individually as a "General Partner" and

collectively as the "General Partners". Bal-Penn, Schulweis, Taylor, and any

substitute or other Limited Partner admitted to the Partnership in accordance

with Article VIII may be referred to individually as a "Limited Partner" and

collectively as the "Limited Partners". The Limited Partners and the General

Partners may be referred to individually as a "Partner" and collectively as the

"Partners".



                                R E C I T A L S:



      TCT, TC-Oriole, Bal-Penn and Oriole formed a Maryland limited partnership

under the name and style of The TC Operating Limited Partnership (the

"Partnership") upon the filing of a certificate of limited partnership with the

Maryland Department of Assessments and Taxation on August 18, 1993 and the

execution of an Agreement of Limited Partnership of the Partnership dated as of

August 18, 1993 (the "1993 Agreement"). Oriole assigned its interest in the

Partnership to TC-Oriole, Schulweis and Taylor on August 23, 1993.



      The Partners amended the 1993 Agreement effective as of January 25, 1995

and entered into an Amended and Restated Agreement of Limited Partnership

effective as of such date, and further amended and restated the Amended and

Restated Agreement of Limited Partnership effective as of January 31, 2001 (the

1993 Agreement, as so amended and restated, the "Prior Agreement").



      The Partners desire to amend the provisions of the Prior Agreement to

provide for and reflect the contribution of additional capital to the

Partnership by TCT in exchange for Convertible Preferred Partnership Interests,

and to make certain corresponding changes to the allocation provisions of the

Prior Agreement, as further described in Section 3.5 of this Agreement. Pursuant

to Section 12.4 of the Prior Agreement, this Third Amended and Restated

Agreement of Limited Partnership has been approved by the General Partners and a

majority in interest of the Limited Partners.



      The Partners further wish to amend the provisions of the Prior Agreement

to provide for and reflect:



      (i) the formation by REIT Sub and REIT Sub II of wholly-owned subsidiaries

in the form of Delaware limited liability companies to be known as The Town and

Country Holding Company, LLC ("Holding") and The Town and Country Holding

Company II, LLC ("Holding II");



{PAGE}



      (ii) the contribution to Holding by REIT Sub of REIT Sub's 1% general

partnership interest in The TC Property Company, a Maryland general partnership

(the "Property Company"), and in each of the Original Companies, the New

Companies, The TC-Christina Mill Company, The TC-Stonegate Company, and The

TC-Carlyle Station Company (all such companies, collectively, the "First PC

Companies");



      (iii) the contribution to the Partnership by REIT Sub of REIT Sub's 100%

membership interest in Holding, and the issuance to REIT Sub in exchange

therefor of a general partnership interest in the Partnership;



      (iv) the contribution to Holding II by REIT Sub II of REIT Sub II's 1%

general partnership interest in The TC Property Company II, a Maryland general

partnership ("Property Company II"), and in each of the seven Maryland general

partnerships listed on Exhibit C hereto (all such companies, collectively, the

"PC II Companies"); and



      (v) the contribution to the Partnership by REIT Sub II of REIT Sub II's

100% membership interest in Holding II, and the issuance to REIT Sub II in

exchange therefor of a general partnership interest in the Partnership.



The foregoing series of transactions is referred to collectively herein as

the "LLC Contributions".



      Therefore, the undersigned, being the general partners and a majority in

interest of the limited partners of the Partnership, wish to amend and restate

the Prior Agreement and to supersede in its entirety the Prior Agreement.



                              A G R E E M E N T S:



      In consideration of the foregoing and the mutual promises herein

contained, the undersigned do hereby agree that the Prior Agreement is amended

and restated to read in its entirety as follows:



                                    ARTICLE I



                                   Definitions



      Certain capitalized terms used herein and in the Exhibits hereto are

defined in Exhibit A hereto. All other capitalized terms used herein or in any

Exhibit shall have the meanings ascribed to them in other parts hereof.



                                   ARTICLE II



                                  Organization



      Section 2.1 Formation. The Partnership was formed as a Maryland limited

partnership upon the filing of a certificate of limited partnership with the

office of the Maryland State Department of Assessments and Taxation on August

18, 1993 pursuant to the provisions of the Act. This Agreement amends, restates

and supersedes in its entirety the Prior Agreement, and the Partnership, in

accordance with the terms and conditions contained herein, shall continue

without interruption the business and operations previously conducted by the

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