THE TC OPERATING LIMITED PARTNERSHIP

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         SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

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          THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is

entered into as of the 31st day of January, 2001, by and among THE TOWN AND

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

COUNTRY ORIOLE CORPORATION, a Delaware corporation and a wholly-owned subsidiary

of TCT ("TC-Oriole"); THE BAL-PENN COMPANY, an Ohio limited partnership ("Bal-

Penn"); HARVEY SCHULWEIS ("Schulweis"); and PAUL E. TAYLOR, JR. ("Taylor").  TCT

and TC-Oriole 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:

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          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 (the "Prior Agreement").



          The Partners desire to amend the provisions of the Prior Agreement

relating to the allocation of gain on sale from properties in order to allocate

such gains in a manner which the Partners believe is more equitable to the

Limited Partners and to revise Exhibit I to reflect correctly the number of

Units granted to each Limited Partner.  Pursuant to Section 12.4 of the Original

Agreement, this Second Amended and Restated Agreement of Limited Partnership has

been approved by the General Partners and a majority in interest of the Limited

Partners.



          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:

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          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:



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                                   ARTICLE I



                                  Definitions

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     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

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

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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 supercedes 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 Partnership.  The

Partnership has been organized under, and shall continue to be operated subject

to, the Act.



     Section 2.2  Name.  The name of the Partnership is "The TC Operating

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Limited Partnership".



     Section 2.3  Purpose and Powers.  The Partnership may carry out any

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business permitted by the Act.  Without limiting the foregoing, the Partnership

has the power and authority: (a) to receive ninety-nine percent (99%) of the

general partnership interests in the Original Companies (the "Interests") as

capital contributions from the Limited Partners; (b) to contribute the Interests

to The TC Property Company, a Maryland general partner-ship (the "Property

Company"); (c) to act as a general partner in the Property Company; (d) to

participate as a partner in partnerships, or as the holder of an equity interest

in other entities, that acquire, hold or dispose, or otherwise to acquire, hold

or dispose, of real estate, buildings or any other property, real or personal,

in fee or under lease, or any right or interest therein; (e) to merge with Town

and Country Management, and be the surviving entity in such merger; (f) to

borrow money and issue evidences of indebtedness, and to secure the same by

mortgage, pledge or other lien on any Partnership Property; and (g) to enter

into any kind of activity, and to execute, perform and carry out contracts of

any kind, appropriate to business of the Partnership.



     Section 2.4  Place of Business.  The address of the principal office and

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place of business of the Partnership shall be 100 South Charles Street,

Baltimore, Maryland 21201.  The name and address of the Partnership's agent for

service of process in Maryland shall be The Corporation Trust Incorporated, 32

South Street, Baltimore, Maryland 21201.



     Section 2.5  Term.  The Partnership shall continue until December 31, 2090

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unless earlier terminated pursuant to Article VII hereof.



     Section 2.6  Names and Addresses of Partners.  The names and addresses of

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the Partners are set forth in Exhibit B hereto.



     Section 2.7  Filing of Certificates.  Upon execution of this Agreement, any

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amendment hereof, and every change of membership in the Partnership, the

Partners shall sign, acknowledge

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