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

Terms and Conditions of the Mergers. At the Effective Time, each issued share of common stock of SCAI shall automatically and without further action by any of the parties hereto be converted into __________ [based on $48,071,468] common shares of beneficial interest, par value $.01 per share ("ATLANTIC Common Shares"), of Security Capital Atlantic Incorporated, a Maryland corporation. At the Effective Time, each issued share of common stock of SCGR shall automatically and without further action by any of the parties hereto be converted into __________ [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, each the issued share shares of common stock of SCAI SCII shall automatically and without further action by any of the parties hereto be converted into __________ [based on $48,071,468] 3,375,964 common shares of beneficial interest, par value $.01 per share ("ATLANTIC SCI Common Shares"), of Security Capital Atlantic IncorporatedIndustrial Trust, a Maryland corporationreal estate investment trust. At the Effective Time, each the issued share shares of common stock of SCGR SCICSI shall automatically and without further action by any of the parties hereto be converted into __________ [based on $6,537,079] ATLANTIC 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, each issued share of common stock of SCAI SCII shall automatically and without further action by any of the parties hereto be converted into ______________ [based on $48,071,46874,862,023] common shares of beneficial interest, par value $.01 per share ("ATLANTIC SCI Common Shares"), of Security Capital Atlantic IncorporatedIndustrial Trust, a Maryland corporationreal estate investment trust. At the Effective Time, each issued share of common stock of SCGR SCICSI shall automatically and without further action by any of the parties hereto be converted into ______________ [based on $6,537,0797,008,603] ATLANTIC 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, each issued share of common stock of SCAI SCPI shall automatically and without further action by any of the parties hereto be converted into _____________ [based on $48,071,46867,942,561] common shares of beneficial interest, par value $.01 1.00 per share ("ATLANTIC PTR Common Shares"), of Security Capital Atlantic IncorporatedPacific Trust, a Maryland corporationreal estate investment trust. At the Effective Time, each issued share of common stock of SCGR SCGRSI shall automatically and without further action by any of the parties hereto be converted into _____________ [based on $6,537,0797,895,896] ATLANTIC 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.