ARTICLES OF MERGER AND PLAN OF MERGER
Merging
PACIFIC RETAIL TRUST
(a real estate investment trust formed under the laws of the State of Maryland)
with and into
REGENCY REALTY CORPORATION
(a corporation incorporated under the laws of the State of Florida)
Pursuant to Sections 607.1101 and 607.1108, Florida Statutes and Sections 3-109 and 8-501.1 of the
Corporations and Associations Article of the Annotated Code of Maryland, as amended.
Regency Realty Corporation, a corporation organized and existing under the laws of the State of Florida
("Regency"), and Pacific Retail Trust, a real estate investment trust formed and existing under the laws of the
State of Maryland ("Pacific Retail"), agree that Pacific Retail shall be merged with and into Regency, the latter of
which is to survive the merger, and hereby adopt the following Articles of Merger. The terms and conditions of
the merger and the mode of carrying the same into effect are as herein set forth in these Articles of Merger.
FIRST: The parties to these Articles of Merger are Pacific Retail, a real estate investment trust formed and
existing under the laws of the State of Maryland, and Regency, a corporation organized and existing under the
general laws of the State of Florida. Regency was incorporated on July 9, 1993 under the Florida Business
Corporation Act (the "Florida Act") and qualified to do business in Maryland on February 9, 1999.
SECOND: Pacific Retail shall be merged with and into Regency in accordance with Title 8 of the Corporations
and Associations Article of the Annotated Code of Maryland (the "Maryland Code") and the Florida Act and
Regency shall survive the merger and continue under its present name (the "Surviving Entity"). At the effective
time of the merger (the "Effective Time"), the separate existence of Pacific Retail shall cease in accordance with
the provisions of the Maryland Code. From and after the Effective Time, the Surviving Entity shall continue its
existence as a corporation under the Florida A