<PAGE>

                                  EXHIBIT 99.3


                   The Registrant's Notice of Annual Meeting
                    and Proxy Statement dated March 28, 2003



<PAGE>

                           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 Wednesday, May 7, 2003 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 or her 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 19, 2003 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 28, 2003

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.
<PAGE>

        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, 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.
<PAGE>

                                                                  March 28, 2003

                           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 7, 2003 and any adjournments thereof.

     Shareholders of record at the close of business on March 19, 2003 (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 16,323,268 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 8,161,635 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 28, 2003.

                              ELECTION OF TRUSTEES

     At this Annual Meeting, five Trustees are to be elected for a term expiring
at the 2004 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. Nancy Lerner Beck, the daughter of the late Alfred
Lerner, was elected in December 2002 by the Trustees to fill the Trustee
position formerly occupied by Mr. Lerner, the Trust's former Chairman. Each of
the remaining nominees first became a Trustee in connection with the formation
of the Trust in 1993.

<Table>
<Caption>
          NAME            AGE                             POSITION
------------------------  ---   ------------------------------------------------------------
<S>                       <C>   <C>
Harvey Schulweis          62    Chairman of the Board, President and Chief Executive Officer
                                of the Trust

Nancy Lerner Beck         42    Attorney, formerly Prosecuting Attorney for the City of
                                Cleveland, Ohio

James H. Berick           69    Retired, formerly Partner, Squire, Sanders & Dempsey L.L.P.,
                                attorneys

H. Grant Hathaway         75    Retired, formerly Vice Chairman, MNC Financial, Inc., bank
                                holding company

Milton A. Wolf            78    President of Milton A. Wolf Investors, investments, and
                                Chairman of Zehman-Wolf Management, Inc., real estate
                                management and development
</Table>

                                        1
<PAGE>

     Mr. Schulweis has been the Chairman of the Board of the Trust since
December 2002, 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.

     Mrs. Beck is an attorney and former Prosecuting Attorney for the City of
Cleveland, Ohio. Since May 1999, she has served as a member of the Board of
Trustees of the MBNA Foundation, as well as serving on the MBNA Cleveland Grants
Committee. Mrs. Beck also has served on the Board of Trustees of the Cleveland
Clinic Foundation since January 2003.

     Mr. Berick has been a Trustee of the Trust since its formation in May 1993.
From January 1, 2000 until his retirement on December 31, 2002, Mr. Berick was 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
                                        2
<PAGE>

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 once 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,
2002. All of the Trustees attended at least 75% of the meetings of the Board of
Trustees and its committees of which they were members, except for the late Mr.
Lerner.

     THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH NOMINEE FOR TRUSTEE.

CERTAIN RELATED TRANSACTIONS; COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION

     Gerald Haak, Senior Vice President-Property Operations of the Trust, is
indebted to the Trust in connection with the consolidation of certain personal
Indebtedness, in the amount of $84,899, as of March 19, 2003. This indebtedness
bears interest at a rate comparable to that earned on the Trust's invested
funds.

     James H. Berick, a Trustee, was a partner of the law firm of Squire,
Sanders & Dempsey L.L.P., general counsel to the Trust.

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. On December 20, 2002, Mrs. Beck, upon joining
the Board of Trustees, received an initial grant of options to purchase 2,000
Common Shares at an exercise price of $21.10. In addition, each of the Trust's
remaining 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.

                                        3
<PAGE>

                             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, 2002 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, 2002 for filing with the Securities and
Exchange Commission.

                                          The Audit Committee

                                          James H. Berick
                                          H. Grant Hathaway
                                          Milton A. Wolf

                                        4
<PAGE>

         REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

     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.

     This report describes the Trust's executive compensation programs and the
basis on which fiscal 2002 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 Chairman of the Board, President and 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 1998 to 2002, the Trust posted a total
shareholder return of 84% (assuming dividend reinvestment). 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 18% (assuming dividend
reinvestment) and the Standard & Poor's 500 Stock Index's total shareholder
return of -3% (assuming dividend reinvestment).

     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 2002. 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 2002 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 2002 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 2002 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

                                        5
<PAGE>

dividends and to vote. Mr. Schulweis received an award of 20,000 restricted
Common Shares and a grant of 50,000 options to acquire Common Shares in 2002.

                                          The Compensation Committee

                                          James H. Berick
                                          H. Grant Hathaway
                                          Milton A. Wolf

                                        6
<PAGE>

                       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, 2002 to the Trust's Chief Executive Officer and
each of the Trust's other executive officers.

                           SUMMARY COMPENSATION TABLE

<Table>
<Caption>
                                                                                     LONG-TERM
                                                                                   COMPENSATION
                                                ANNUAL COMPENSATION            ---------------------
                                       -------------------------------------   RESTRICTED
NAME AND                      FISCAL                          OTHER ANNUAL       STOCK      OPTIONS     ALL OTHER
PRINCIPAL POSITION             YEAR     SALARY     BONUS     COMPENSATION(1)   AWARDS(2)    (SHARES)   COMPENSATION
----------------------------  ------   --------   --------   ---------------   ----------   --------   ------------
<S>                           <C>      <C>        <C>        <C>               <C>          <C>        <C>
Harvey Schulweis,              2002    $325,000   $325,000      $ 56,962        $426,000     50,000      $ 9,453(4)
  Chairman of the              2001    $300,000   $250,000            --              --         --      $ 7,788(5)
  Board, President,            2000    $275,000   $200,000      $105,975        $715,000         --           --
  Chief Executive Officer

Thomas Brodie,                 2002    $275,000   $100,000            --        $319,500     35,000      $ 9,453(4)
  Executive Vice               2001    $200,000   $ 50,000            --        $193,600     35,000      $ 8,062(5)
  President, Co-Chief          2000         N/A        N/A           N/A             N/A        N/A          N/A
  Operating Officer

James Dolphin,                 2002    $250,000   $ 85,000            --        $213,000     30,000      $ 9,453(4)
  Executive Vice               2001    $133,846   $ 25,000            --        $193,600     35,000      $ 7,271(5)
  President, Co-Chief          2000         N/A        N/A           N/A             N/A        N/A          N/A
  Operating Officer and
  Assistant Secretary(3)

Gerald Haak,                   2002    $235,000   $ 85,000      $ 26,565        $159,750     25,000      $34,799(4)
  Senior Vice President,       2001    $185,000   $ 75,000            --              --         --      $24,905(5)
  Property Operations(3)       2000    $150,000   $ 65,000            --        $178,750         --      $24,790

Alan W. Lasker,                2002    $200,000   $ 75,000      $ 14,600        $159,750     20,000      $ 9,453(4)
  Senior Vice                  2001    $160,000   $ 75,000            --              --         --      $ 8,153(5)
  President-Finance,           2000    $140,000   $ 65,000            --        $107,250         --      $ 8,064
  Chief Financial Officer
  and Assistant Secretary
</Table>

---------------

(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, 2002 are as follows: Mr. Schulweis held 160,000 restricted
    shares having an aggregate market value of $3,376,000; Mr. Brodie held
    25,000 restricted shares having an aggregate market value of $527,500; Mr.
    Dolphin held 20,000 restricted shares having an aggregate market value of
    $422,000; Mr. Haak held 17,500 restricted shares having an aggregate market
    value of $369,250; and Mr. Lasker held 31,500 restricted shares having an
    aggregate market value of $664,650. Dividends accrue and are paid on the
    restricted shares. The aggregate market value is based on the fair market
    value at December 31, 2002 of $21.10 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 401(k) benefit plan--$9,453 for each of Messrs.
    Schulweis, Brodie, Dolphin, Haak and Lasker; Trust or subsidiary payments of
    split-dollar life insurance premiums--$20,669 for Mr. Haak; Trust or
    subsidiary payments for years of service award--$4,677 for Mr. Haak.

                                        7
<PAGE>

(5) Amounts shown include the following: Trust or subsidiary contributions to
    defined-contribution 401(k) benefit 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 2002 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

<Table>
<Caption>
                                                                             POTENTIAL REALIZABLE
                                       INDIVIDUAL GRANTS                       VALUE AT ASSUMED
                       --------------------------------------------------    ANNUAL RATES OF SHARE
                                   % OF TOTAL      EXERCISE                 PRICE APPRECIATION FOR
                       OPTIONS   OPTIONS GRANTED    OR BASE                     OPTION TERM(4)
                       GRANTED   TO EMPLOYEES IN     PRICE     EXPIRATION   -----------------------
NAME                   (#)(1)    FISCAL YEAR(2)    ($/SH)(3)      DATE         5%           10%
----                   -------   ---------------   ---------   ----------   ---------   -----------
<S>                    <C>       <C>               <C>         <C>          <C>         <C>
Harvey Schulweis       50,000          22%          $21.30      1/30/12     $669,500    $1,697,500
Thomas Brodie          35,000          15%          $21.30      1/30/12     $468,650    $1,188,250
James Dolphin          30,000          13%          $21.30      1/30/12     $401,700    $1,018,500
Gerald Haak            25,000          11%          $21.30      1/30/12     $334,750    $  848,750
Alan W. Lasker         20,000           9%          $21.30      1/30/12     $267,800    $  679,000
</Table>

---------------

(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.

(2) Based upon 229,000 options granted to all employees.

(3) Fair market value on the date of grant (January 30, 2002).

(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 $34.69 and $55.25 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 $219 million and $554
    million, respectively, over the same period.

                                        8
<PAGE>

                AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                       AND FISCAL YEAR-END OPTION VALUES

<Table>
<Caption>
                                                       NO. OF SECURITIES
                                                    UNDERLYING UNEXERCISED       VALUE OF UNEXERCISED
                         SHARES                           OPTIONS AT            IN-THE-MONEY OPTIONS AT
                       ACQUIRED ON      VALUE           FISCAL YEAR END             FISCAL YEAR END
NAME                    EXERCISE     REALIZED(1)   EXERCISABLE/UNEXERCISABLE   EXERCISABLE/UNEXERCISABLE
----                   -----------   -----------   -------------------------   -------------------------
<S>                    <C>           <C>           <C>                         <C>
Harvey Schulweis          8,754        $56,962          129,523/50,000                   $814,151/$0
Thomas Brodie                 0        $     0           11,666/58,334               $20,299/$40,601
James Dolphin                 0        $     0           11,666/53,334               $20,299/$40,601
Gerald Haak               3,300        $26,565           31,700/25,000                   $200,445/$0
Alan W. Lasker            2,000        $14,600           33,000/20,000                   $204,925/$0
</Table>

---------------

(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.

                                        9
<PAGE>

                               PERFORMANCE GRAPH

     The following graph compares total Shareholder returns from December 31,
1997 through December 31, 2002 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, 1997
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.

                                    [GRAPH]

<Table>
<Caption>
                       December 31,   December 31,   December 31,   December 31,   December 31,   December 31,
                           1997           1998           1999           2000           2001           2002
                       ------------   ------------   ------------   ------------   ------------   ------------
<S>                    <C>            <C>            <C>            <C>            <C>            <C>
TRUST                      $100           98.20         120.78         143.08         168.46         184.08
NAREIT                     $100           82.50          78.69          99.43         113.29         117.61
S&P 500                    $100          128.58         155.63         141.46         124.65          97.10
</Table>

                                        10
<PAGE>

RETIREMENT PLAN

     The Trust has a 401(k) Plan that covers substantially all of its associates
with more than thirty days of service. 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 contributions made by the
Trust are 100% vested. Prior to the amendment, the 401(k) Plan provided for
vesting over a five year period beginning with the completion of three years of
service. For the fiscal year ended December 31, 2002, $9,453 was contributed to
the plan accounts of each of Messrs. Schulweis, Brodie, Dolphin, Haak and
Lasker.

               OWNERSHIP OF COMMON SHARES OF BENEFICIAL INTEREST

     The following table sets forth information as of March 19, 2003 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.

<Table>
<Caption>
                                         SHARES            % OF         OWNERSHIP        TOTAL SHARES
                                      BENEFICIALLY      OUTSTANDING      OF SHARE         AND SHARE
NAME                                OWNED(1)(2)(3)(4)     SHARES      EQUIVALENTS(5)   EQUIVALENTS/%(6)
----                                -----------------   -----------   --------------   ----------------
<S>                                 <C>                 <C>           <C>              <C>
The Lerner Foundation.............      1,000,000           6.1%               --        1,000,000/5.3%
Estate of Alfred Lerner...........              0             *         2,152,299       2,152,299/11.5%
Harvey Schulweis..................        471,666           2.9%          215,230          686,896/3.7%
Nancy Lerner Beck.................         11,500(7)          *         2,152,299       2,163,799/11.5%
James H. Berick...................         26,550(8)          *                --                   --
H. Grant Hathaway.................         72,000             *                --                   --
Milton A. Wolf....................         94,300(9)          *                --                   --
Thomas Brodie.....................         55,832             *                --                   --
James Dolphin.....................         47,666             *                --                   --
Gerald Haak.......................         64,582             *                --                   --
Alan W. Lasker....................         74,166             *                --                   --
All Trustees and Executive
  Officers as a Group (11
  persons)........................      1,966,241          12.0%               --                   --
</Table>

---------------

* 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: 4,000 by Nancy Lerner Beck; 22,000 by each of James H. Berick, H.
    Grant Hathaway and Milton A. Wolf, 79,302 by Mr. Schulweis, 20,600 by Mr.
    Haak, 6,000 by Mr. Lasker and 179,002 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: 66,887 by Mr. Schulweis, 23,332 by Mr. Brodie, 21,666 by Mr.
    Dolphin, 16,332 by Mr. Haak, 31,666 by Mr. Lasker and 182,048 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: 75,000 for Mr. Schulweis, 32,500 for Mr. Brodie, 26,000 for Mr.
    Dolphin, 21,250 for Mr. Haak, 17,250 for Mr. Lasker, and 187,500 for all
    Trustees and executive officers as a group.

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<PAGE>

(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 TC Operating Limited Partnership, a Maryland limited
    partnership (the "Operating Partnership"), in which the Trust is an 86.61%
    general partner. As of March 19, 2003, the Estate of Alfred Lerner and Mr.
    Schulweis owned 11.69% 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, the Estate of Alfred Lerner's 11.69% 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, the Estate of Alfred Lerner and Mr. Schulweis each may convert
    the limited partnership interest into such number of Common Shares. As a
    co-executor of the Estate of Alfred Lerner, Mrs. Beck may be deemed to
    beneficially own such number of Common Shares beneficially owned by the
    Estate, which is the economic equivalent of 2,152,299 Common Shares.

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

(7) Includes 7,500 Common Shares currently held by Mrs. Beck as custodian for
    three of her minor children. Additionally, Mrs. Beck, as a co-executor of
    the Estate of Alfred Lerner, may be deemed to beneficially own the economic
    equivalent of 2,152,299 Common Shares as further described in Footnote 5
    above.

(8) Includes 300 Common Shares currently held by Mr. Berick's spouse, beneficial
    ownership of which Mr. Berick disclaims.

(9) 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, 2003. Ernst & Young LLP were
the independent accountants for the Trust for the fiscal year ended December 31,
2002 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 2002 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, 2002, $250,000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

     For financial information systems design and implementation for the year
ended December 31, 2002, $0.

                                        12
<PAGE>

ALL OTHER FEES

     For the year ended December 31, 2002, audit related fees of $16,500 and
non-audit services of $295,000. 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, 2002.

                                 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 2004, such proposal must be received by
the Trust on or before November 28, 2003 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 11, 2004.

                             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 28, 2003

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