EXHIBIT 10.1 FORM OF SEVERANCE AGREEMENT

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EXHIBIT 10.1

FORM OF SEVERANCE AGREEMENT

1. Recitals

(a) This Severance Agreement ("Agreement") is between The Town and Country

Trust (the "Company") and ____________ (the "Executive") and is effective as of

January ___, 2005.

(b) The address of the Company is 300 East Lombard Street, Baltimore,

Maryland 21202. The address of the Executive is_______________________________.

(c) The Executive is currently employed by the Company in the capacity of

___________________ and the Executive is one of the key executives of the

Company.

(d) In consideration of the mutual promises contained herein and other

good and valuable consideration, the Executive and the Company have entered into

this Agreement.

2. Term of Agreement

The Term of this Agreement shall commence on the date hereof and continue

until December 31, 2007; provided, however, that commencing on January 1, 2006

and each January 1st thereafter, the above-referenced date and the Term of this

Agreement shall automatically be extended for one additional year unless at

least thirty days prior to such January 1st date, the Company or the Executive

shall have given notice that it or he does not wish to extend this Agreement;

and further provided, however, that if a Change in Control (as defined in

Section 3 hereof) shall have occurred during the Term of this Agreement, the

Term of this Agreement shall expire no earlier than twenty-four (24) months

following the month in which such Change in Control occurred. The phrase "Term

of this Agreement" shall refer to the period commencing on the date hereof and

ending on December 31, 2007 (or any extension thereof pursuant to the preceding

sentence).

Nothing contained in this Agreement shall prevent the Company at any time

from terminating the Executive's right and obligation to perform services for

the Company or prevent the Company from removing the Executive from any position

which the Executive holds in the Company, subject to the obligation of the

Company to make payments and provide benefits if and to the extent required

under this Agreement, which payments and benefits shall be full and complete

liquidated damages, insofar as the obligations of the Company pursuant to this

Agreement are concerned, for any such action taken by the Company. The Executive

specifically acknowledges that, except for this Agreement, his employment by the

Company is employment-at-will, subject to termination by the Executive, or by

the Company, at any time with or without cause. The Executive acknowledges that

such employment-at-will status cannot be modified except in a specific writing

which has been authorized or ratified by the Board of Directors of the Company

(the "Board").

3. Change in Control

(a) No benefit shall be payable under this Agreement unless a Change in

Control of the Company shall be deemed to have occurred. For purposes of this

Agreement, a "Change in Control" of the Company shall be deemed to have occurred

if:

(i) any Person (as defined in Section 3(b) hereof) is or becomes

the beneficial owner (as set forth in Rule 13d-3 under the

Securities Exchange Act of 1934, as amended ("Exchange Act"))

("Beneficial Owner"), directly or indirectly, of securities of

the Company (not including in the securities beneficially

owned by such Person any securities acquired directly from the

Company or its affiliates (as set forth in Rule 12b-2

promulgated under Section 12 of the Exchange Act)

("Affiliates")) representing 25% or more of the

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combined voting power of the Company's then outstanding

securities, excluding any Person who becomes such a Beneficial

Owner in connection with a transaction described in clause (B)

of paragraph (iii) below; or

(ii) the following individuals cease for any reason to constitute a

majority of the number of directors then serving: individuals

who, on the date hereof, constitute the Board and any new

director (other than a director whose initial assumption of

office is in connection with an actual or threatened election

contest, including but not limited to a consent solicitation,

relating to the election of directors of the Company) whose

appointment or election by the Board or nomination for

election by the Company's shareholders was approved or

recommended by a vote of at least two-thirds (2/3) of the

directors then still in office who either were directors on

the date hereof or whose appointment, election or nomination

for election was previously so approved or recommended; or

(iii) there is consummated a merger or consolidation of the Company

or any direct or indirect subsidiary of the Company with any

other corporation or other entity, other than (A) a merger or

consolidation effected to implement a recapitalization of the

Company (or similar transaction) in which no Person is or

becomes the Beneficial Owner, directly or indirectly, of

securities of the Company (not including in the securities

Beneficially Owned by such Person any securities acquired

directly from the Company or its Affiliates) representing 25%

or more of the combined voting power of the Company's then

outstanding securities, or (B) a merger or consolidation which

results in (1) the voting securities of the Company

outstanding immediately prior to such merger or consolidation

continuing to represent (either by remaining outstanding or by

being converted into voting securities of the surviving entity

or any parent thereof) at least 55% of the combined voting

power of the securities of the Company or such surviving

entity or any parent thereof outstanding immediately after

such merger or consolidation and (2) the individuals who

comprise the Board immediately prior to the merger or ---

consolidation constitute at least a majority of the board of

directors of the Company, the entity surviving such merger or

consolidation or, if the Company or the entity surviving such

merger is then a subsidiary, the ultimate parent thereof; or

(iv) the shareholders of the Company approve a plan of complete

liquidation or dissolution of the Company or there is

consummated an agreement for the sale or disposition by the

Company of all or substantially all of the Company's assets,

other than a sale or disposition by the Company of all or

substantially all of the Company's assets to an entity where

(A) at least 55% of the combined voting power of the voting

securities of which are owned by shareholders of the Company

in substantially the same proportions as their ownership of

the Company immediately prior to such sale and (B) immediately

following such sale the individuals who comprise the Board

immediately prior thereto constitute at least a majority of

the board of directors of the entity to which such assets are

sold or disposed or any parent thereof; or

(v) a transaction is consummated following which the Company

ceases to be the Beneficial Owner, directly or indirectly, of

the majority of the partnership interests in the TC Operating

Limited Partnership (the "OP").

Notwithstanding the foregoing, any event or transaction which would otherwise

constitute a Change in Control (a "Transaction") shall not constitute a Change

in Control for purposes of this Agreement if, in connection with the

Transaction, the Executive participates as an equity investor in the acquiring

entity or any of its affiliates (the "Acquiror"). For purposes of the preceding

sentence, the Executive shall not be deemed to have participated as an equity

investor in the Acquiror by virtue of (i) obtaining beneficial ownership of any

equity interest in the Acquiror as a result of the grant to the Executive of an

incentive compensation award under one or more incentive plans of the Acquiror

(including, but not limited to, the conversion in connection with the

Transaction of incentive compensation awards of the Company into incentive

compensation awards of the Acquiror), on terms and conditions substantially

equivalent to those applicable to other executives of the Company immediately

prior to the Transaction, after taking

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into account normal differences attributable to job responsibilities, title and

the like, or (ii) obtaining beneficial ownership of any equity interest in the

Acquiror on terms and conditions substantially equivalent to those obtained in

the Transaction by all other stockholders of the Company or all other holders of

interests in the OP.

(b) Person shall have the meaning given in Section 3(a)(9) of the Exchange

Act and used in Sections 13(d) and 14(d) thereof, except that such term shall

not include (i) the Company or any of its Affiliates, (ii) a trustee or other

fiduciary holding securities under an employee benefit plan of the Company or

any of its Affiliates, (iii) an underwriter temporarily holding securities

pursuant to an offering of such securities, (iv) a corporation owned, directly

or indirectly, by the shareholders of the Company in substantially the same

proportions as their ownership of stock of the Company, (v) Harvey Schulweis,

individually, or his estate, heirs or personal representatives or any trust

created for the benefit of his wife or children, or any corporation or other

entity which such persons control, or (vi) the estate of Alfred Lerner, his

heirs or personal representatives or any trust created for the benefit of his

wife or children, or any corporation or other entity which such persons control.

(c) For purposes of this Agreement, the Executive's employment shall be

deemed to have been terminated following a Change in Control by the Company

without Cause or by the Executive for Good Reason, if (i) the Executive's

employment is terminated by the Company without Cause prior to a Change in

Control (whether or not a Change in Control ever occurs) and such termination

was at the request or direction of a Person with whom, at the time of

termination of the Executive's employment, the Company was actively engaged in

negotiations or other activities for the purpose of effecting a Change in

Control, or (ii) the Executive terminates his employment for Good Reason prior

to a Change in Control (whether or not a Change in Control ever occurs) and the

circumstance or event which constitutes Good Reason occurs at the request or

direction of such Person.

4. Notice of Termination; Date of Termination

(a) Any termination of the Executive's employment by the Company or by the

Executive shall be communicated by written Notice of Termination to the other

party thereto. For purposes of this Agreement, a "Notice of Termination" shall

mean a notice that shall indicate the specific termination provision in this

Agreement relied upon and shall set forth in reasonable detail the facts and

circumstances claimed to provide a basis for termination of employment under the

provision so indicated. Furthermore, either the Executive or the Company may

give a Notice of Termination to the other party for the purpose of terminating

this Agreement, as such, without terminating the Executive's employment with the

Company, which Notice of Termination shall have the effect of terminating this

Agreement at the expiration of the Term of this Agreement as in effect on the

date of giving such Notice of Termination.

(b) "Date of Termination" shall mean:

(i) If the Agreement is terminated for Disability (as defined in

Section 8 hereof), thirty (30) days after Notice of

Termination is given (provided that the Executive shall not

have returned to the performance of his duties on a full-time

basis during such thirty (30) day period),

(ii) If the Executive's employment terminates due to death, the

date of death,

(iii) The expiration or termination of the Term of this Agreement,

and

(iv) If the Executive's employment is terminated for any other

reason, the date set forth in the applicable Notice of

Termination which shall not be less than 30 days after the

date Notice of Termination is given.

5. Compensation After Change in Control

Immediately after any Change in Control of the Company shall be deemed to

have occurred, the Executive shall be entitled to receive for the remainder of

the Term of this Agreement (as extended from time to time) an annual base salary

(the "Base Salary"), payable in installments in accordance with the current

practice of the

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Company, at an annual rate at least equal to the aggregate annual base salary

payable to the Executive as of the date hereof. The Base Salary may be increased

(but may not be decreased) at any time and from time to time by action of the

Board, any committee thereof, or any individual having authority to take such

action, in accordance with the Company's regular practices, and, if so

increased, such increased Base Salary shall thereafter be the Base Salary for

the purposes of this Agreement. Any increase in the Base Salary shall not serve

to limit or reduce any other obligation of the Company hereunder.

6. Benefit Plans

After a Change in Control of the Company shall be deemed to have occurred,

(a) The Company agrees to continue in effect the benefit plans (including,

without limitation, any life, health, dental, short term and long term

disability insurance coverages, or retirement plans) in which the Executive was

participating or, with continued service or retirement would be eligible for

participation as of immediately prior to the Change in Control (collectively

referred to as the "Benefit Plans"); or to maintain plans providing

substantially similar benefits; and

(b) The Company agrees not to take any action that would adversely affect

the Executive's participation in, or materially reduce the benefits under, any

of the Benefit Plans or deprive the Executive of any material fringe benefit

enjoyed by him as of immediately prior to the Change in Control.

7. Termination for Cause

(a) The Company may terminate the Executive's employment for Cause. For

the purposes of this Agreement, the Company shall have "Cause" to terminate

employment hereunder only (i) if termination shall have been the result of an

act or acts of dishonesty by the Executive constituting a felony or an act or

acts resulting or intended to result directly or indirectly in substantial gain

or personal enrichment to the Executive at the expense of the Company; or (ii)

upon the willful and continued failure by the Executive substantially to perform

his duties with the Company (other than any such failure resulting from

incapacity due to mental or physical illness) after a demand in writing for

substantial performance is delivered by the Board, which demand specifically

identifies the manner in which the Board believes that the Executive has not

substantially performed his duties, and such failure results in demonstrably

material injury to the Company. The Executive's employment shall in no event be

considered to have been terminated by the Company for Cause if such termination

took place as the result of (i) bad judgment or negligence, or (ii) any act or

omission without intent of gaining therefrom directly or indirectly a profit to

which the Executive was not legally entitled, or (iii) any act or omission

believed in good faith to have been in or not opposed to the interest of the

Company, or (iv) any act or omission in respect of which a determination is made

that the Executive met the applicable standard of conduct prescribed for

indemnification or reimbursement or payment of expenses under the By-Laws of the

Company or the laws of the State of Maryland, in each case as in effect at the

time of such act or omission. The Executive shall not be deemed to have been

terminated for Cause unless and until there shall have been delivered to him a

copy of a resolution duly adopted by the affirmative vote of a majority of the

entire membership of the Board at a meeting of the Board called and held for the

purpose (after reasonable notice to the Executive and an opportunity for him,

together with his counsel, to be heard before the Board), finding that in the

good faith opinion of the Board the Executive was guilty of conduct set forth

above in clauses (i) or (ii) of the first sentence of this paragraph and

specifying the particulars thereof in detail.

(b) If the Executive's employment shall be terminated for Cause, the

Company shall pay the Executive his full Base Salary through the Date of

Termination at the rate in effect at the time Notice of Termination is given and

the Company shall have no further obligations to the Executive under this

Agreement.

8. Disability

For purposes of this Agreement, the Executive shall be considered to be

suffering from a "Disability" only if, as a result of his incapacity due to

physical or mental illness, he shall have been absent from his duties with the

Company on a full-time basis for a period of one year and a physician selected

by him is of the opinion that (i) he is suffering from "Total Disability" as

defined in the Company's long term disability plan, or any successor plan or

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program and (ii) he will qualify for social security disability payment and

(iii) within thirty (30) days after written Notice of Termination is given, he

shall not have returned to the full-time performance of his duties.

9. Compensation Upon Certain Terminations

(a) The Company shall pay to the Executive in a lump sum on the fifth

business day following the later of the Date of Termination and the expiration

of the revocation period referenced in Section 9(f) hereof, the following

amounts if during the Term of this Agreement (A) the Company shall terminate the

Executive's employment within the two-year period subsequent to a Change in

Control other than for Cause or due to death or Disability; (B) the Executive

shall terminate his employment for Good Reason (as defined in Section 9(g)

hereof) within the two-year period subsequent to a Change in Control; or (C) the

Executive voluntarily termina