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                                                                     EXHIBIT 4.3


                     MINUTES OF THE PRICING COMMITTEE OF THE
                              BOARD OF DIRECTORS OF
                       PAN PACIFIC RETAIL PROPERTIES, INC.

                                December 12, 2002

          A meeting of the pricing committee (the "Pricing Committee") of Pan
Pacific Retail Properties, Inc., a Maryland corporation (the "Company"), was
held at 8:30 a.m., (California time) on December 12, 2002, by telephone
conference call.

          The following directors, constituting all of the members of the
Pricing Committee, Stuart A. Tanz and Bernard M. Feldman, were present at the
meeting by telephone by means of which all persons participating in the meeting
could hear each other. Also present at the meeting at the invitation of the
foregoing directors was Joseph B. Tyson, Executive Vice President, Chief
Financial Officer, Secretary and Treasurer of the Company.

          Mr. Tanz served as Chairman of the meeting and directed that Mr. Tyson
serve as Secretary of the meeting.

          The meeting followed a meeting of the members of the Pricing Committee
listed above and representatives of Banc of America Securities LLC, for itself
or as representative of a group of investment banking firms, or one or more
other investment banking firms (collectively the "Underwriters") at which the
parties discussed the terms of the proposed offer and sale of a series of debt
securities to be known as the 6.125% Senior Notes due 2013 (the "Notes") by the
Company (the "Offering") to the Underwriters.

          After an opportunity for discussion, the following resolutions were
moved, seconded and unanimously adopted by the Pricing Committee:

          WHEREAS, in resolutions adopted on December 11, 2002 (the
"Resolutions"), the Board of Directors authorized the registration, issuance and
sale of up to $125 million of securities, such securities to be unsecured debt
securities (the "Securities"); and

          WHEREAS, the Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-3 (File No.
333-63743) (as amended, the "Registration Statement") relating to the Securities
and the Commission declared the Registration Statement effective on October 5,
1998; and

          WHEREAS, the Board of Directors has determined to issue the Notes
pursuant to an indenture dated as of April 6, 2001 (the "Indenture"), the form
of which is attached hereto as Exhibit A, between the Company and The Bank of
New York, as Trustee (the "Trustee"), and to offer and sell the Notes to the
Underwriters, pursuant to a Terms Agreement and an Underwriting Agreement dated
as of December 12, 2002 (the "Underwriting Agreement") between the Company and
the Underwriters; and

          WHEREAS, pursuant to resolutions adopted by the Board of Directors on
December 11, 2002, the Board of Directors established a Pricing Committee of the
Board of

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Directors for the purpose of approving, among other things, the amount, manner
and terms of the issuance and sale of the Notes and appointed Stuart A. Tanz
and Bernard M. Feldman to serve on such committee.

          NOW THEREFORE, BE IT RESOLVED, that in accordance with Section 301 of
the Indenture, the amount, form and terms of the Notes are hereby established as
follows (capitalized terms used in these resolutions and not otherwise defined
herein having the same definitions as in the Indenture):

          1.  The Notes shall constitute a series of Securities having the title
"6.125% Senior Notes due 2013."

          2.  The aggregate principal amount of Notes that may be authenticated
and delivered under the Indenture (except for Notes authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of, other Notes
pursuant to Sections 304, 305, 306, 906, 1107 or 1305 of the Indenture) shall be
initially limited in aggregate principal amount to $100,000,000.

          3.  The entire outstanding principal of the Notes shall be payable on
January 15, 2013 (the "Maturity Date").

          4.  The rate at which the Notes shall bear interest shall be 6.125%
per annum; the date from which such interest shall accrue shall be December 17,
2002, the Interest Payment Dates on which such interest will be payable shall be
January 15 and July 15 of each year, beginning July 15, 2003; the Regular Record
Dates for the interest payable on the Notes on any Interest Payment Date shall
be January 1 or July 1, as the case may be, immediately preceding the applicable
Interest Payment Date; and the basis upon which interest shall be calculated
shall be that of a 360-day year consisting of twelve 30-day months. If any
principal of or premium, if any, or interest on any of the Notes is not paid
when due, then such overdue principal and, to the extent permitted by law, such
overdue premium or interest, as the case may be, shall bear interest, until paid
or until such payment is duly provided for, at the rate of 6.125% per annum.

          5.  The place where the principal of, premium, if any, and interest on
the Notes shall be payable, where Notes may be surrendered for the registration
of transfer or exchange, and where notices or demands to or upon the Company in
respect of the Notes and the Indenture may be served shall be the office or
agency maintained by the Company for such purpose in the Borough of Manhattan,
The City of New York, which shall initially be the Corporate Trust Office of the
Trustee at 101 Barclay St., Floor 21 West, New York, New York 10286.

          6.  The Notes shall be redeemable at any time at the option of the
Company, in whole or from time to time in part, at a Redemption Price (payable
in Dollars) equal to the sum of (i) the principal amount of the Notes being
redeemed plus accrued interest thereon to the Redemption Date and (ii) the
Make-Whole Amount (as defined in the form of Note attached hereto as Exhibit B),
if any, with respect to such Notes; provided that installments of interest on
Notes whose Stated Maturity is on or prior to the relevant Redemption Date shall
be payable to the Holders of such Notes (or one or more Predecessor Securities)
registered as such at the close

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of business on the relevant record dates according to their terms and the
provisions of Section 307 of the Indenture. As used in the Indenture and these
resolutions, all references to "premium" and "premium, if any" on the Notes, and
all similar references with respect to the Notes, shall be deemed to refer to
and include the Make-Whole Amount, if any.

          7.  The Notes shall not be redeemable at the option of any Holder
thereof, upon the occurrence of any particular circumstance or otherwise. The
Notes will not have the benefit of any mandatory sinking fund.

          8.  The Notes shall be issued in denominations of $1,000 and any
integral multiples thereof.

          9.  The Trustee shall be the initial Security Registrar, transfer
agent and Paying Agent for the Notes.

          10. The entire outstanding principal amount of the Notes shall be
payable upon declaration of acceleration of the maturity of the Notes pursuant
to Section 502 of the Indenture.

          11. Payment of the principal of, premium, if any, and interest on the
Notes shall be made in Dollars, and the Notes shall be denominated in Dollars.

          12. The amount of payments of principal of, premium, if any, and
interest on the Notes shall not be determined with reference to an index,
formula or other similar method.

          13. Payments of the principal of, premium, if any, and interest on the
Notes shall be made in Dollars, and the Holders have no right to elect the
currency in which such payments are made.

          14. In addition to the covenants of the Company set forth in the
Indenture, the covenants set forth in the form of Note attached hereto as
Exhibit B under the captions "Limitation on Incurrence of Total Debt,"
"Limitation on Incurrence of Secured Debt," "Debt Service Coverage" and
"Maintenance of Total Unencumbered Assets" (collectively, the "Additional
Covenants") shall be and hereby are added to the Indenture for the benefit of
the holders of the Notes, and the Additional Covenants, together with the
defined terms (the "Additional Definitions") set forth in such form of Note
under the captions "Certain Definitions," are hereby incorporated by reference
in and made a part of these resolutions and the Indenture as if set forth in
full herein and therein; provided that the Additional Covenants shall only be
effective for so long as any of the Notes is Outstanding.

          15. The Notes shall be issuable only as Registered Securities without
coupons and shall initially be issued in permanent global form (the "Global
Note"). Beneficial owners of interests in the Global Note may exchange such
interests for Notes of like tenor of any authorized denomination only under the
circumstances provided in Section 305 of the Indenture. The Depository Trust
Company ("DTC") shall be the initial depository with respect to the Global Note.

          16. The Notes will not be issuable as Bearer Securities, and a
temporary

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global certificate will not be issued.

          17. Except as otherwise provided in the Indenture and in these
resolutions with respect to the payment of Defaulted Interest, interest on any
Note shall be payable only to the Person in whose name that Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest. Payments of principal, premium, if any, and
interest in respect of the Notes will be made by the Company by wire transfer of
immediately available funds; provided that, in the event that any Notes are
issued in definitive certificated form, the Holders thereof shall have given
appropriate wire transfer instructions to the Company and, in the event that
such wire transfer instructions shall not have been given to the Company by the
Holder of any Note issued in definitive certificated form, payments of interest
on such Note may be made by mailing a check for such interest to the address of
such Holder as it appears on the Security Register.

          18. Sections 1402 and 1403 of the Indenture shall be applicable to the
Notes, and the provisions of Section 1403 shall also be applicable with respect
to the Company's obligations under the Additional Covenants; provided that the
Company shall be entitled to effect defeasance or covenant defeasance only with
respect to all, and not less than all, of the Notes.

          19. The Notes will be authenticated and delivered as provided in
Section 303 of the Indenture.

          20. The Company shall not be required to pay Additional Amounts with
respect to the Notes as contemplated by Section 1010 of the Indenture.

          21. The Notes shall not be convertible into Common Stock or Preferred
Stock.

          22. The Notes will be direct, senior unsecured obligations of the
Company and will rank equally with all other senior unsecured indebtedness of
the Company from time to time outstanding.

          23. Insofar as Section 801 of the Indenture is applicable to the
Notes, the term "indebtedness," as used in Section 801(2), shall be deemed to
include "Debt" and "Secured Debt" (as such terms are defined in the form of Note
attached hereto as Exhibit B).

          24. The provisions of Section 1011 of the Indenture shall be
applicable with respect to any term, provision or condition set forth in the
Additional Covenants, in addition to any term, provision and condition set forth
in Sections 1004 to 1008, inclusive, of the Indenture.

          25. The Notes shall have such additional terms as are set forth in the
form of Note attached hereto as Exhibit B, which terms are hereby incorporated
by reference in and made a part of these resolutions and the Indenture as if set
forth in full herein and therein.

          RESOLVED, that the offering price of the Notes shall be 100% of the
principal amount thereof plus accrued interest from December 17, 2002, and the
Notes shall be sold to the Underwriters at a price equal to 99.350% of the
principal amount thereof.

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          RESOLVED, that the form of Underwriting Agreement presented to and
reviewed by this committee, and the form of Note attached hereto as Exhibit C
and Exhibit B, respectively, be, and each of them hereby is, approved (it being
understood that, in the event that Notes are ever issued in definitive
certificated form, the legends appearing as the first two paragraphs on the
first page of such form of Notes may be removed); and the form and terms of the
Indenture, and the execution and delivery thereof by the Company, are hereby
authorized, approved, ratified and reconfirmed in all respects.

          RESOLVED, that each of the Chairman of the Board, Chief Executive
Officer, President, any Senior Vice President, Secretary and Treasurer of the
Company be, and each of them acting singly, hereby is, authorized and directed,
in the name and on behalf of the Company and where appropriate under its
corporate seal, attested by its Secretary or Treasurer, to execute and deliver
the Notes and the Underwriting Agreement in substantially the forms approved
hereby, with such changes as shall have been approved by the executing officer,
such approval to be conclusively evidenced by the execution thereof (it being
understood that any signatures, attestations and corporate seals appearing on
the Notes may be facsimiles thereof).

          RESOLVED, that the prospectus dated October 5, 1998 and prospectus
supplement dated December 12, 2002, relating to the Notes be, and the same
hereby are, ratified and approved in all respects.

          RESOLVED, that all officers of the Company be, and each of them hereby
is, authorized, in the name and on behalf of the Company, to make, execute and
deliver or cause to be made, executed and delivered, and to evidence the
approval of the Board of Directors of, all such officers' certificates,
depository agreements, letters of representation or other agreements or
arrangements necessary or appropriate in connection with the administration of
any book-entry arrangements for the Notes, and such other agreements,
undertakings, documents or instruments, and to perform all such acts and make
all such payments, as may, in the judgment of such officer, be necessary,
appropriate or desirable to effectuate the purpose of these resolutions,
including the performance of the obligations of the Company under the Indenture,
the Notes, the Underwriting Agreement and any other agreement, undertaking,
document or instrument referred to herein or therein.

          RESOLVED, that any and all actions heretofore taken by the officers of
the Company pursuant to the authority conferred by the preceding resolutions and
consistent therewith is ratified, approved and confirmed.


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          There being no further business to come before the Committee, upon
motion duly made, seconded and unanimously carried, the meeting was adjourned.


                                     /s/ Joseph B. Tyson
                                     -------------------------------------------
                                     Joseph B. Tyson, Secretary of the Meeting



ATTEST:


/s/ Stuart A. Tanz
---------------------------------
Stuart A. Tanz, Chairman



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                                    EXHIBIT A

                                FORM OF INDENTURE




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                                    EXHIBIT B

                                  FORM OF NOTE





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                                    EXHIBIT C

                         FORM OF UNDERWRITING AGREEMENT