AGREEMENT AND PLAN OF REORGANIZATION





         THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is entered into

as of this 18th day of December, 2002, by and among PUBLIC STORAGE, INC., a

California corporation ("PSI"), PS Partners IV Merger Co., Inc., a California

corporation ("Sub") and PS Partners IV, Ltd., a California Limited Partnership

("PSP").



         A. This Agreement provides for the merger of Sub, a wholly-owned,

second tier subsidiary of PSI, with and into PSP in accordance with the

applicable provisions of the California Revised Limited Partnership Act (the

"CRLPA") and the Certificate of Merger in the form prescribed by the California

Secretary of State as provided in Section 15678.4 of the CRLPA (the "Certificate

of Merger").



         B. The Board of Directors of PSI and the general partners of PSP

believe that it is in the best interests of PSI and PSP to enter into and

complete this Agreement and they have approved this Agreement and the

transactions contemplated hereby.



         NOW, THEREFORE, the parties agree as follows:



         1. Adoption of Plan. The parties hereby adopt the Plan of

Reorganization hereinafter set forth.



         2. The Merger.



              2.1 Completion of the Merger. At the Effective Time (as defined

below), Sub will be merged with and into PSP (the "Merger") in accordance with

the terms, conditions and provisions of this Agreement and the Certificate of

Merger. The Merger shall become effective at the time at which the Certificate

of Merger is filed with the California Secretary of State in accordance with the

CRLPA, except that if the Certificate of Merger specifies a date subsequent to

the date of such filing on which the Merger is to become effective, the Merger

shall be effective on such specified subsequent date (the "Effective Time"). Sub

and PSP are sometimes collectively referred to herein as the "Constituent

Entities" and PSP, as the surviving entity in the Merger, is sometimes referred

to herein as the "Surviving Entity."



              2.2 Effect of the Merger. At the Effective Time:



                   2.2.1 Constituent Entities. The separate corporate existence

of Sub shall cease and the Surviving Entity shall thereupon succeed, without

other transfer, to all the rights and property of Sub and shall be subject to

all the debts and liabilities of Sub in the same manner as if the Surviving

Entity had itself incurred them; all rights of creditors and all liens upon the

property of each of the Constituent Entities shall be preserved unimpaired,

provided that such liens upon property of Sub shall be limited to the property

affected thereby immediately prior to the Effective Time; and any action or

proceeding pending by or against Sub may be prosecuted to judgment, which shall

bind the Surviving Entity, or the Surviving Entity may be proceeded against or

substituted in its place.



                   2.2.2 Partnership Agreement. The partnership agreement of PSP

in effect at the Effective Time shall continue in full force and effect until

amended or terminated as provided in such partnership agreement or as provided

by law.



                   2.2.3 General Partners. The general partners of PSP shall

remain as its general partners with the same interests in PSP that they owned at

the Effective Time.



                                       1



<PAGE>





              2.3 Conversion of Partnership Units. The manner of converting the

outstanding units of limited partnership interest of PSP (the "Units") into cash

and/or shares of Common Stock ($.10 par value) of PSI (the "PSI Shares") shall

be as follows:



                   2.3.1 Cash Election. At the Effective Time, each Unit as to

which a cash election has been made in accordance with the provisions of Section

2.5 hereof and has not been revoked, relinquished or lost pursuant to Section

2.5 hereof (the "Cash Election Units") shall be converted into and shall

represent the right to receive $442 in cash (the "Cash Election Price"). As soon

as practicable after the Effective Time, the registered holders of Cash Election

Units shall be paid the cash to which they are entitled hereunder in respect of

such Cash Election Units.



                   2.3.2 Share Exchange. At the Effective Time, subject to

Sections 2.4 and 2.5 hereof, each Unit (other than Cash Election Units and Units

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC