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                                  Exhibit 10.3

                 The Registrant's 1997 Long Term Incentive Plan



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                           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.

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                  (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 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.


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                  (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.

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

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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 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.


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                  (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.

                           (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

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                  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 person becomes a trustee. The exercise
         price shall be the closing price of

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         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.
         No option granted under this Section 7 shall be duplicative of any
         non-employee trustee option granted under the Company's Amended and
         Restated 1993 Long Term Incentive Plan.

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

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         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.

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.

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                  (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.

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.


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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 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

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         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.


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