Common use of Terms and Conditions of the Mergers Clause in Contracts

Terms and Conditions of the Mergers. At the Effective Time, the issued shares of common stock of SCPI shall automatically and without further action by any of the parties hereto be converted into 3,952,420 common shares of beneficial interest, par value $1.00 per share ("PTR Common Shares"), of Security Capital Pacific Trust, a Maryland real estate investment trust. At the Effective Time, the issued shares of common stock of SCGRSI shall automatically and without further action by any of the parties hereto be converted into 343,113 PTR Common Shares. At the Effective Time, each right, option or warrant to acquire a share of common stock of either of the Merging Corporations shall automatically be canceled. At the Effective Time, each issued share of common stock of the Surviving Corporation outstanding immediately prior to the Effective Time shall automatically and without further action by any of the parties remain an issued and outstanding share of common stock of the Surviving Corporation.

Terms and Conditions of the Mergers. At the Effective Time, the issued shares of common stock of SCPI SCII shall automatically and without further action by any of the parties hereto be converted into 3,952,420 3,375,964 common shares of beneficial interest, par value $1.00 .01 per share ("PTR SCI Common Shares"), of Security Capital Pacific Industrial Trust, a Maryland real estate investment trust. At the Effective Time, the issued shares of common stock of SCGRSI SCICSI shall automatically and without further action by any of the parties hereto be converted into 343,113 PTR 316,059 SCI Common Shares. At the Effective Time, each right, option or warrant to acquire a share of common stock of either of the Merging Corporations shall automatically be canceled. At the Effective Time, each issued share of common stock of the Surviving Corporation outstanding immediately prior to the Effective Time shall automatically and without further action by any of the parties remain an issued and outstanding share of common stock of the Surviving Corporation.

Terms and Conditions of the Mergers. At the Effective Time, the each issued shares share of common stock of SCPI SCII shall automatically and without further action by any of the parties hereto be converted into 3,952,420 ______________ [based on $74,862,023] common shares of beneficial interest, par value $1.00 .01 per share ("PTR SCI Common Shares"), of Security Capital Pacific Industrial Trust, a Maryland real estate investment trust. At the Effective Time, the each issued shares share of common stock of SCGRSI SCICSI shall automatically and without further action by any of the parties hereto be converted into 343,113 PTR ______________ [based on $7,008,603] SCI Common Shares. At the Effective Time, each right, option or warrant to acquire a share of common stock of either of the Merging Corporations shall automatically be canceled. At the Effective Time, each issued share of common stock of the Surviving Corporation outstanding immediately prior to the Effective Time shall automatically and without further action by any of the parties remain an issued and outstanding share of common stock of the Surviving Corporation.

Terms and Conditions of the Mergers. At the Effective Time, the each issued shares share of common stock of SCPI SCAI shall automatically and without further action by any of the parties hereto be converted into 3,952,420 __________ [based on $48,071,468] common shares of beneficial interest, par value $1.00 .01 per share ("PTR ATLANTIC Common Shares"), of Security Capital Pacific TrustAtlantic Incorporated, a Maryland real estate investment trustcorporation. At the Effective Time, the each issued shares share of common stock of SCGRSI SCGR shall automatically and without further action by any of the parties hereto be converted into 343,113 PTR __________ [based on $6,537,079] ATLANTIC Common Shares. At the Effective Time, each right, option or warrant to acquire a share of common stock of either of the Merging Corporations shall automatically be canceled. At the Effective Time, each issued share of common stock of the Surviving Corporation outstanding immediately prior to the Effective Time shall automatically and without further action by any of the parties remain an issued and outstanding share of common stock of the Surviving Corporation.

Terms and Conditions of the Mergers. At the Effective Time, the each issued shares share of common stock of SCPI shall automatically and without further action by any of the parties hereto be converted into 3,952,420 _____________ [based on $67,942,561] common shares of beneficial interest, par value $1.00 per share ("PTR Common Shares"), of Security Capital Pacific Trust, a Maryland real estate investment trust. At the Effective Time, the each issued shares share of common stock of SCGRSI shall automatically and without further action by any of the parties hereto be converted into 343,113 _____________ [based on $7,895,896] PTR Common Shares. At the Effective Time, each right, option or warrant to acquire a share of common stock of either of the Merging Corporations shall automatically be canceled. At the Effective Time, each issued share of common stock of the Surviving Corporation outstanding immediately prior to the Effective Time shall automatically and without further action by any of the parties remain an issued and outstanding share of common stock of the Surviving Corporation.