0000950116-05-003891 Sample Contracts

AMENDMENT TO TRUST AGREEMENT AS AMENDED AND RESTATED DECEMBER 16, 1997, AS FURTHER AMENDED NOVEMBER 14, 2003 OF PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
Trust Agreement • December 21st, 2005 • Pennsylvania Real Estate Investment Trust • Real estate investment trusts

Pennsylvania Real Estate Investment Trust, a business trust organized and existing under the laws of the Commonwealth of Pennsylvania (“PREIT”), hereby certifies that, pursuant to the authority conferred upon the Board of Trustees of PREIT (the “Board of Trustees”) by the Trust Agreement as amended and restated December 16, 1997, as further amended November 14, 2003 (the “Trust Agreement”) and in accordance with 15 Pa. C.S. Chapter 95, the Board of Trustees on December 15, 2005 duly adopted the following resolution, which resolution remains in full force and effect as of the date hereof:

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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • December 21st, 2005 • Pennsylvania Real Estate Investment Trust • Real estate investment trusts • Pennsylvania

AMENDMENT NO. 1 dated as of December 16, 2005 (this “Amendment”) between PENNSYLVANIA REAL ESTATE INVESTMENT TRUST, a Pennsylvania business trust (the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Rights Agent”).

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