UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC   20549
                                   FORM 10 - K

(X)                ANNUAL REPORT  PURSUANT TO SECTION 13 OR
                  15(d) OF THE SECURITIES  EXCHANGE ACT OF
              1934 For the fiscal year ended  December 31, 1999

(  )     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
                 For the transition period from _______ to ________
                            Commission File Number 1-12298

                           REGENCY REALTY CORPORATION
             (Exact name of registrant as specified in its charter)

                    FLORIDA                        59-3191743
          (State or other jurisdiction of       (I.R.S. Employer
          incorporation or organization)       identification No.)

       121 West Forsyth Street, Suite 200                 (904) 356-7000
       Jacksonville, Florida    32202              (Registrant's telephone No.)
 (Address of principal executive offices)  (zip code)

                 Securities registered pursuant to Section 12(b) of the Act:

                          Common Stock, $.01 par value
                                (Title of Class)

                             New York Stock Exchange
                     (Name of exchange on which registered)

              Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. YES (X) NO ( )

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation  S-K is not contained  herein, and will not be contained,  to the
best of Registrant's knowledge, in definitive proxy or  information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.    (X)

The  aggregate  market value of the voting and  non-voting  common stock held by
non-affiliates  of the Registrant was  approximately  $400,826,415  based on the
closing  price on the New York Stock  Exchange for such stock on March 16, 2000.
The approximate number of shares of Registrant's voting common stock outstanding
was 56,510,825 as of March 16, 2000.

                       Documents Incorporated by Reference

Portions of the Registrant's  Proxy Statement in connection with its 2000 Annual
Meeting of Shareholders are incorporated by reference in Part III.



<PAGE>



                                TABLE OF CONTENTS

                                    Form 10-K
Item
No.
Report Page


                                     PART I

1.   Business..................................................................1

2.   Properties................................................................5

3.   Legal Proceedings........................................................12

4.   Submission of Matters to a Vote of Security Holders......................12

                                 PART II

5.   Market for the Registrant's Common Equity and Related 
     Shareholder Matters......................................................12

6.   Selected Consolidated Financial Data.....................................14

7.   Management's Discussion and Analysis of Financial Condition
     and Results of Operations................................................15

7a.  Quantitative and Qualitative Disclosures About Market Risk...............22

8.   Consolidated Financial Statements and Supplementary Data.................22

9.   Changes in and Disagreements with Accountants on Accounting
     and Financial Disclosure.................................................22

                                PART III

10.  Directors and Executive Officers of the Registrant.......................23

11.  Executive Compensation...................................................23

12.  Security Ownership of Certain Beneficial Owners and Management...........24

13.  Certain Relationships and Related Transactions...........................24

                                 PART IV

14.  Exhibits, Financial Statements, Schedules and Reports on Form 8-K........24




<PAGE>


                                                            

                                     PART I

Item 1.  Business

     Regency  Realty  Corporation  ("Regency"  or  "Company")  acquires,   owns,
develops and manages  neighborhood  shopping centers in targeted markets.  As of
December 31, 1999, Regency owned, directly or indirectly,  216 properties in the
United  States,  containing  approximately  24.8  million  square  feet of gross
leasable area ("GLA").

As  of  December  31,  1999,  Regency  had  an  investment  in  real  estate  of
approximately $2.6 billion.  Regency's shopping centers were approximately 92.4%
leased as of December 31, 1999.

On February  26,  1999,  Regency's  stockholders  approved the merger of Pacific
Retail Trust ("Pacific") into the Company in a stock for stock transaction (0.48
Regency  share for 1 Pacific  share).  At December  31, 1998,  Pacific  owned 71
retail shopping centers that were operating or under construction containing 8.4
million SF of GLA. The total cost to acquire Pacific was $1.157 billion based on
the  value  of  Regency  shares  issued,  the  assumption  of  $379  million  of
outstanding debt and other liabilities, and transaction costs.

The Company, a Florida corporation  organized in 1993, commenced operations as a
real estate  investment  trust (REIT) in 1993 with the completion of its initial
public  offering,  and was the  successor  to the real  estate  business  of The
Regency Group, Inc. which had operated since 1963.

Regency  formed  Regency  Centers,  L.P.  ("RCLP" or  "Partnership"),  a limited
partnership and a public registrant, in 1996, and consolidated substantially all
of its retail  shopping  centers into RCLP during 1999.  RCLP is now the primary
entity  through  which  Regency owns its  properties  and through  which Regency
intends to expand its  ownership and operation of retail  shopping  centers.  At
December 31, 1999,  Regency owned  approximately  97% of the outstanding  common
operating partnership units of RCLP. Regency, the general partner of RCLP, fully
controls the  operating  and investing  decisions  and  activities of RCLP,  and
accordingly,  the following  discussion of Regency's  business also includes the
business of RCLP.

See also footnote 3, Segments, to the consolidated financial statements included
herein, for a related discussion of the Company's business.

Operating and Investment Philosophy

Regency's  key  operating  and  investment  objective  is  to  create  long-term
shareholder value by:

     growing its high quality real estate portfolio of grocery-anchored  
     neighborhood  shopping centers in attractive markets,

     maximizing  the  value of the  portfolio  through  its  "Retail  Operating
     System,"  which   incorporates   research  based   investment   strategies,
     value-added leasing and management systems, and customer-driven development
     programs, and

     using conservative  financial management and Regency's substantial capital
     base to access the most cost effective capital to fund Regency's growth.

Grocery-Anchored Strategy

Regency  focuses  its  investment  strategy  on  grocery-anchored   neighborhood
shopping centers which are located in infill locations or high growth corridors.
Infill  locations  are situated in densely  populated  residential  communities
where  there are  significant  barriers to entry,  such as zoning  restrictions,
growth  management  laws or limited  availability  of sites for  development  or
expansions.  Regency  is focused on  building  a  platform  of  grocery-anchored
neighborhood   shopping  centers  because  grocery  stores  provide  convenience
shopping for daily  necessities,  generate foot traffic for adjacent "side shop"
tenants and should be better able to withstand adverse economic  conditions.  By
marketing to leading  supermarket  chains,  Regency  believes it can attract the
best "side shop" merchants and enhance revenue potential.

<PAGE>

Research Driven Market Selection

Regency targets  specific markets in the United States that offer greater growth
in population,  household income and employment than the national  averages.  In
addition,  Regency believes that it can achieve "critical mass" in these markets
(defined as owning or managing 4 to 5 shopping centers) and that it can generate
sustainable competitive advantages,  through long-term leases to the predominant
grocery-anchor  and other  barriers  to entry  from  competition.  Within  these
markets,  Regency's  research and investment  staff further  defines and selects
submarkets and trade areas based on additional  analysis of the above data. This
research is used to support either the  acquisiton or  development  decision and
assist in the leasing of major and local tenant space.

Retail Operating System

Regency's  Retail Operating System drives its value-added  operating  strategy. 
Its Retail Operating System is characterized
by:

      proactive leasing and management;

      value enhancing remerchandising initiatives;

      Regency's "preferred customer initiative"; and

      a customer-driven development and redevelopment program.

Proactive leasing and management
Regency's  integrated  approach to asset management  strengthens its leasing and
management efforts.  Asset managers are an integral component of the acquisition
and development  teams.  Asset managers are responsible not only for the general
operations of their centers, but also for coordinating leasing efforts,  thereby
aligning their  interests with  Regency's.  In addition,  Regency's  information
systems  allow  managers to spot future  lease  expirations  and to  proactively
market and remerchandise spaces several years in advance of such expirations.

Value enhancing remerchandising initiatives
Regency  believes that certain  shopping  centers  under-serve  their customers,
reducing  foot  traffic and  negatively  affecting  the  tenants  located in the
shopping center. In response,  Regency has a remerchandising program directed at
obtaining  the optimum mix of tenants  offering  goods,  personal  services  and
entertainment  and  dining  options  in  each  of  its  shopping   centers.   By
re-tenanting  shopping  centers with tenants that more  effectively  service the
community,  Regency  expects to increase  sales,  and therefore the value of its
shopping centers.

Preferred customer initiative
Regency  is  implementing  the  "Preferred  Customer  Initiative"  to enable the
Company to profit from the platform's  national and individual  market  strength
and to enhance internal growth. The "Preferred Customer Initiative" is Regency's
relationship  based  operating  system  that  focuses on national  and  regional
retailers that are the best operators in their  merchandising  categories.  With
this  customer  focused  operating  system that is  augmented  by  merchandising
research,  the Company is in a unique position to continue to attract and better
serve strong  retailers by offering  multiple  leasing  opportunities in centers
that have the anchors and demographics that drive retail sales. The Company also
serves the tenants by creating standard lease forms.  Regency's  objective is to
create a brand with our tenant  customers as the preferred  neighborhood  center
operator  and  developer.  Management  expects  the  benefits  of the  preferred
customer initiative to improve the merchandising and performance of the shopping
centers, establish brand recognition among leading operators, reduce turnover of
tenants and reduce vacancies.

Customer-driven development and redevelopment program
Regency conducts its development and redevelopment  program in close cooperation
with  its  major  grocery  customers  including  Kroger,  Publix,  Safeway,  and
Albertsons.  Regency uses its development capabilities to service its customer's
growth needs by building or  re-developing  modern  properties with state of the
art  supermarket  formats that  generate  higher  returns for Regency  under new
long-term  leases.  Regency's  developments are customer driven with an executed
lease from the anchor  typically  in hand prior to  purchase  of the land.  As a
result of the anchor  commitment and Regency's  relationship with key, side shop
neighborhood  retailers,  a significant  percentage of the GLA is  pre-committed
before commencement of construction.

<PAGE>

Capital Strategy

Regency intends to maintain a conservative capital structure designed to enhance
access to capital on favorable  terms,  to allow growth through  development and
acquisition  and to promote future  earnings  growth.  Regency's  organizational
documents  do not  limit  the  amount  of debt  that may be  incurred;  however,
limitations  have  been  established   within  the  covenants  of  certain  loan
agreements  related to RCLP's  unsecured  acquisition  and  development  line of
credit (the "Line') and medium term notes.

Regency's strategy to add shareholder value is designed to enable the Company to
profit from the anomaly  between low current  pricing for public  equity and the
attractive  private  market  valuations of quality  neighborhood  centers and to
increase returns on invested capital by leveraging  Regency's core competencies.
Asset  optimization  will  enable  Regency to recycle  capital  from the sale of
developments at low cap rates and dispositions of properties with limited growth
prospects in the private market at attractive  valuations.  The proceeds will be
used to finance new  development of shopping  centers and repurchases of Regency
common stock at attractive yields.

Regency is actively pursuing a joint venture structure to leverage the Company's
expertise and the quality of the operating properties and development  pipeline.
Value would be realized by contributing  centers and selling developments to the
venture at private market pricing.  The joint venture  structure will contribute
to cost effectively  financing Regency's  development program,  allow Regency to
recognize  profits from sales and expand the shopping  center  platform.  All of
these actions are expected to lead to higher  returns on the Company's  invested
capital.

Risk Factors Relating to Ownership of Regency Common Stock

The Company is subject to certain  business  risks  arising in  connection  with
owning real estate which include, among others:

     the bankruptcy or insolvency of, or a downturn in the business of, any of 
     its major tenants could reduce cash flow,

     the  possibility  that such  tenants  will not renew their  leases as they
     expire or renew at lower rental rates could reduce cash flow,

     risks related to the internet and e-commerce reducing the demand for
     shopping centers,

     vacated anchor space will affect the entire shopping center because of the
     loss of the departed anchor tenant's customer drawing power,

     poor market conditions could create an over supply of space or a reduction
     in demand  for real  estate in  markets  where the  Company  owns  shopping
     centers,

     the Company's rapid growth could place strains on its resources,

     risks relating to leverage, including uncertainty that the Company will be
     able to refinance its indebtedness, and the risk of higher interest rates,

     unsuccessful development activities could reduce cash flow,

     the Company's  inability to satisfy its cash  requirements  for operations
     and the  possibility  that the Company  may be required to borrow  funds to
     meet distribution  requirements in order to maintain its qualification as a
     REIT,

     potential liability for unknown or future environmental matters and costs 
     of compliance with the Americans  with Disabilities Act, 

     the risk of uninsured losses, and

     unfavorable  economic  conditions  could also result in the  inability  of
     tenants in certain  retail  sectors to meet  their  lease  obligations  and
     otherwise  could  adversely  affect the  Company's  ability to attract  and
     retain desirable tenants.

Compliance with Governmental Regulations

Under various  federal,  state and local laws,  ordinances and  regulations,  an
owner or  manager  of real  estate  may be liable  for the costs of  removal  or
remediation of certain  hazardous or toxic  substances on such  property.  These
laws often impose liability  without regard to whether the owner knew of, or was
responsible for, the presence of the hazardous or toxic substances.  The cost of
required  remediation and the owner's liability for remediation could exceed the
value of the property and/or the aggregate  assets of the owner. The presence of
such  substances,  or the failure to properly  remediate  such  substances,  may
adversely  affect the  owner's  ability to sell or rent the  property  or borrow
using the property as collateral.  Regency has a number of properties  that will
require or are currently undergoing varying levels of environmental remediation.
These  remediations are not expected to have a material  financial effect on the
Company due to financial statement reserves and various state-regulated programs
that shift the responsibility and cost for remediation to the state.

<PAGE>

Competition

The Company  believes the  ownership of shopping  centers is highly  fragmented,
with less than 10% owned by REITs. Regency faces competition from other REITs in
the  acquisition,  ownership  and  leasing of  shopping  centers as well as from
numerous small owners.  Regency competes for the development of shopping centers
with  other  REITs  engaged in  development  activities  as well as with  local,
regional and national real estate  developers.  Regency  develops  properties by
applying its proprietary  research  methods to identify  development and leasing
opportunities  and  by  significantly  pre-leasing  development  centers  before
beginning  construction.  Regency  competes for the  acquisition  of  properties
through proprietary research that identifies  opportunities in markets with high
barriers  to entry  and  higher-than-average  population  growth  and  household
income.  Regency  seeks  to  maximize  rents  per  square  foot by  establishing
relationships  with supermarket chains that are first or second in their markets
and  leasing  non-anchor  space in  multiple  centers to  national  or  regional
tenants.  There can be no assurance,  however,  that other real estate owners or
developers will not utilize similar research methods and target the same markets
and anchor tenants that Regency targets or that such entities will  successfully
control these markets and tenants to the exclusion of Regency.

Changes in Policies

The  Company's  Board of Directors  determines  policies with respect to certain
activities,  including  its debt  capitalization,  growth,  distributions,  REIT
status,  and  investment  and operating  strategies.  The Board of Directors may
amend these policies at any time without a vote of the Company's shareholders.

Employees

The Company's  headquarters  are located in Jacksonville,  Florida.  The Company
presently  maintains  16  offices  in 10 states  where it  conducts  management,
leasing and  development  activities.  As of December 31, 1999,  the Company had
approximately  342 employees and believes that  relations with its employees are
good.


<TABLE>
<CAPTION>


I
tem 2. Properties

The Company's properties summarized by state including their gross leasable areas (GLA) follows:
                          
                                   December 31, 1999                             December 31, 1998
          Location        # Properties          GLA          % Leased     # Properties        GLA           % Leased
          --------        ------------        ---------      --------     ------------    -----------       --------
     <S>                      <C>        <C>                   <C>             <C>         <C>               <C>  

     Florida                   48          5,909,534           89.9%            46          5,728,347         91.4%
     California                36          3,858,628           96.4%             -              -              -
     Texas                     29          3,849,549           88.8%             5            479,900         84.7%
     Georgia                   27          2,716,763           92.3%            27          2,737,590         93.1%
     Ohio                      14          1,923,100           94.0%            13          1,786,521         93.4%
     North Carolina            12          1,241,639           97.9%            12          1,239,783         98.3%
     Washington                 9          1,066,962           90.6%             -              -              -
     Colorado                  10            903,502           94.1%             5            447,569         89.4%
     Oregon                     7            616,070           89.2%             -              -              -
     Alabama                    5            516,061           99.5%             5            516,060         99.0%
     Arizona                    2            326,984           99.7%             -              -              -
     Tennessee                  3            271,697           98.9%             4            295,179         96.8%
     Michigan                   3            250,655           81.7%             2            177,929         81.5%
     Delaware                   1            232,754           96.3%             1            232,752         94.8%
     Kentucky                   1            205,061           91.8%             1            205,060         95.6%
     Virginia                   2            197,324           96.1%             2            197,324         97.7%
     Mississippi                2            185,061           96.6%             2            185,061         97.6%
     Illinois                   1            178,600           85.9%             1            178,600         86.9%
     South Carolina             2            162,056           98.8%             2            162,056        100.0%
     Missouri                   1             82,498           95.8%             1             82,498         99.8%
     Wyoming                    1             75,000           81.3%             -              -              -
                              ---         ----------           -----           ---         ----------        ------
         Total                216         24,769,498           92.4%           129         14,652,229         92.9%
                              ===         ==========           =====           ===         ==========        ======  

</TABLE>



<PAGE>

The  following  table  summarizes  the largest  tenants  occupying the Company's
shopping centers based upon a percentage of total annualized base rent exceeding
.5% at December 31, 1999.  The table  includes 100% of the base rent from leases
of  properties  owned by joint  ventures.  Excluding the portion of base rent of
joint  ventures  not owned by the Company,  Kroger's  percentage  of  annualized
Company base rent is 8.96%.


<TABLE>
<CAPTION>

                              Summary of Principal Tenants > .5% of Annualized Base Rent
                                       (including Properties Under Development)

                                              % to Company  Total                  % of Annualized       # of
          Tenant                      SF           Owned GLA          Rent           Base Rent          Stores
         -------                  ---------     --------------      --------        ----------          -------
          <S>                     <C>               <C>            <C>                 <C>               <C>    
 
          Kroger                  3,023,033         12.2%          $26,792,538         10.8%             52
          Publix                  1,589,522          6.4%           10,913,249          4.4%             36
          Safeway                 1,237,432          5.0%           10,824,727          4.4%             26
          Albertsons                727,353          2.9%            6,943,882          2.8%             14
          Blockbuster               387,607          1.6%            6,657,620          2.7%             66
          Winn Dixie                801,461          3.2%            5,440,487          2.2%             17
          Harris Teeter             275,075          1.1%            2,967,636          1.2%              6
          Hallmark                  208,897          0.8%            2,927,996          1.2%             51
          K-Mart                    507,645          2.0%            2,615,359          1.1%              6
          Walgreens                 247,331          1.0%            2,421,341          1.0%             18
          Eckerd                    253,730          1.0%            2,089,310          0.8%             26
          Wal-Mart                  486,168          2.0%            1,993,727          0.8%              6
          Long's Drugs              207,715          0.8%            1,943,129          0.8%              9
          Hollywood Video           102,105          0.4%            1,763,850          0.7%             16
          H.E.B. Grocery            150,682          0.6%            1,674,162          0.7%              2
          Rite Aid                  140,265          0.6%            1,368,549          0.6%              9
          Stein Mart                217,445          0.9%            1,262,297          0.5%              6
          Gigante                   138,286          0.6%            1,246,379          0.5%              2
</TABLE>


The Company's leases have lease terms generally ranging from three to five years
for tenant space under 5,000 square feet. Leases greater than 10,000 square feet
generally have lease terms in excess of five years,  mostly  comprised of anchor
tenants.  Many of the anchor leases contain  provisions  allowing the tenant the
option of extending the term of the lease at  expiration.  The Company's  leases
provide for the monthly payment in advance of fixed minimum rentals,  additional
rents  calculated as a percentage of the tenant's  sales,  the tenant's pro rata
share of real estate taxes, insurance, and common area maintenance expenses, and
reimbursement  for utility costs if not directly  metered.  The following  table
sets forth a schedule of lease expirations for the next ten years, assuming that
no tenants exercise renewal options:
                                                   Future
                                  Percent of       Minimum       Percent of
     Lease                          Total           Rent           Total
  Expiration         Expiring      Company        Expiring        Minimum
     Year              GLA           GLA           Leases         Rent (2)
     ----              ---           ---           ------         --------

      (1)              753,072         3.3%      $  7,289,259         2.9%
     2000            1,421,654         6.3%        18,741,279         7.4%
     2001            1,900,419         8.4%        26,044,118        10.3%
     2002            2,067,832         9.1%        26,474,089        10.5%
     2003            1,881,410         8.3%        25,000,774         9.9%
     2004            2,096,070         9.2%        29,057,071        11.5%
     2005              983,698         4.3%        10,588,958         4.2%
     2006              941,374         4.1%        10,388,261         4.1%
     2007              955,386         4.2%         9,469,798         3.8%
     2008            1,056,659         4.7%         8,677,459         3.4%
     2009              871,219         3.8%         8,691,709         3.4%
                    ----------        -----      -------------       -----
  10 Yr Total       14,928,793        65.8%      $ 180,422,775       71.5%
                    ----------        -----      -------------       -----

(1) leased currently under month to month rent or in process of renewal.
(2) total minimum rent includes current minimum rent and future contractual rent
steps for all properties,  but excludes additional rent such as percentage rent,
common area maintenance, real estate taxes and insurance reimbursements.

See the property  table below and also see Item 7,  Management's  Discussion and
Analysis for further information about the Company's properties.




<PAGE>


<TABLE>
<CAPTION>
                                             Year         Gross
                                 Year        Con-        Leasable       Percent       Grocery           
Property Name                  Acquired   structed(1)   Area(GLA)      Leased(2)      Anchor            
--------------                 --------   -----------   ----------    ----------    ---------      

<S>                              <C>        <C>        <C>              <C>        <C>                    
FLORIDA

Jacksonville /
North Florida
-------------
Anastasia                        1993       1988         102,342         90.2%        Publix            
Bolton Plaza                     1994       1988         172,938        100.0%          --              
Carriage Gate                    1994       1978          76,833         78.6%          --              
Courtyard (3)                    1993       1987          67,794         12.7%     Albertson's (4)      
Ensley Square (5)                1997       1977          62,362         97.3%       Delchamps          
Fleming Island                   1998       1994          80,205        100.0%        Publix            
Highlands Square (6)             1998       1999         262,549         80.4%     Publix/Winn-Dixie    
Julington Village (6)            1999       1999          81,820         69.9%        Publix            
Millhopper (3)                   1993       1974          84,065         97.0%        Publix            
Newberry Square                  1994       1986         180,524         96.8%        Publix            
Old St. Augustine Plaza          1996       1990         170,220         97.6%        Publix            
Palm Harbour                     1996       1991         172,758         90.7%        Publix            
Pine Tree Plaza                  1997       1999          60,787         98.4%        Publix            
Regency Court                    1997       1992         218,665         96.6%          --              
                                                                                           
South Monroe                     1996       1998          80,188         95.5%      Winn-Dixie          

Tampa / Orlando
---------------
Beneva Village Shops             1998       1987         141,532         96.0%        Publix            
Bloomingdale Square              1998       1987         267,935         95.5%        Publix            
Kings Crossing Sun City (6)      1999                     75,020         68.5%        Publix            
Mainstreet Square                1997       1988         107,159         93.0%      Winn-Dixie          
Mariner's Village                1997       1986         117,665         94.4%      Winn-Dixie          
Market Place - St. Petersburg    1995       1983          86,496        100.0%        Publix            
Peachland Promenade              1995       1991          82,082         89.9%        Publix            
Regency Square                   1993       1986         341,446         87.7%          --              
   at Brandon (3)                                                                          
Seven Springs                    1994       1986         162,580         86.7%      Winn-Dixie          
Terrace Walk (3)                 1993       1990          50,926         41.3%          --              
Town Square (6)                  1997       1999          43,796          0.0%           --              
University Collections           1996       1984         106,627         82.6%     Kash N Karry (4)     
Village Center-Tampa             1995       1993         174,780         90.2%        Publix            

West Palm Beach /
Treasure Coast
--------------
Boynton Lakes Plaza              1997       1993         130,925        100.0%      Winn-Dixie          
Chasewood Plaza (3)              1993       1986         141,034         91.0%        Publix            
Chasewood Storage (3)            1993       1986          42,810        100.0%          --              
East Port Plaza                  1997       1991         235,842         93.4%        Publix            
Martin Downs Village Center(3)   1993       1985         121,946         91.7%          --              
Martin Downs Village Shoppes     1993       1998          49,773         93.0%          --              
Ocean Breeze (3)                 1993       1985         108,209         85.4%        Publix            
Ocean East (5)                   1996       1997         113,328         92.9%     Stuart Foods         
Tequesta Shoppes                 1996       1986         109,766         93.4%        Publix            
Town Center at Martin Downs      1996       1996          64,546         93.5%        Publix            
Wellington Market Place          1995       1990         178,155         90.7%      Winn-Dixie          
Wellington Town Square           1996       1982         105,150         95.8%        Publix            

Miami / Ft. Lauderdale
----------------------
Aventura                         1994       1974         102,876        100.0%        Publix            
Berkshire Commons                1994       1992         106,354         98.5%        Publix            
Garden Square                    1997       1991          90,033         94.0%        Publix            
North Miami (3)                  1993       1988          42,500        100.0%        Publix            
Palm Trails Plaza                1997       1998          76,067         98.3%      Winn-Dixie          
Shoppes @ 104                    1998       1990         108,189         95.4%      Winn Dixie          
Tamiami Trail                    1997       1987         110,867         94.9%        Publix            
University Market Place          1993       1990         129,121         78.4%     Albertson's (4)      
Welleby                          1996       1982         109,949         89.9%        Publix            
                                                       ---------        ------

Subtotal/Weighted
Average(Florida)                                       5,909,534         89.9%
                                                       ---------        ------
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                                             Year         Gross
                                 Year        Con-        Leasable       Percent       Grocery           
Property Name                  Acquired   structed(1)   Area(GLA)      Leased(2)      Anchor            
-------------                  --------   -----------   ---------      ---------     --------      

<S>                              <C>        <C>        <C>              <C>        <C>                    
CALIFORNIA

Los Angeles / SCA
-----------------
Bristol and Warner               1999       1998         121,677         95.6%      Food 4 Less         
Costa Verde                      1999       1988         178,619        100.0%      Albertson's         
Crossroads Plaza                 1999       1988          60,638        100.0%        Gigante           
El Camino                        1999       1995         135,883         99.3%     Von's Food & Drug    
El Norte Parkway Plaza           1984                     87,990         96.9%     Von's Food & Drug    
Folsom (6)                       1999       1999               -          0.0%           --              
Friars Mission                   1999       1989         145,608        100.0%        Ralph's           
Hawthorne                        1999       1999          92,496         99.5%        Lucky's           
Heritage Plaza                   1999       1981         231,883         99.9%        Ralph's           
Long Beach Corporate Sq. (6)     1999                     54,923        100.0%        Ralph's           
Monrovia (6)                     1999       1999          48,187         96.9%          --              
Morningside Plaza                1999       1996          91,599        100.0%      Albertson's         
Newland Center                   1999       1985         166,492         97.1%        Lucky's           
Oakbrook Plaza                   1999       1982          83,278         94.4%      Albertson's         
Plaza de Hacienda                1999       1991         125,602         95.6%      Food 4 Less         
Plaza Hermosa                    1999       1984          94,939        100.0%     Von's Food & Drug    
Rancho Santa Margarita (6)       1999                    152,260         51.9%          --              
Rona Plaza                       1999       1989          51,779        100.0%      Food 4 Less         
Santa Ana Downtown Plaza         1987                    100,305        100.0%      Food 4 Less         
Twin Peaks                       1999       1988         198,139         97.6%        Lucky's           
Ventura Village                  1999       1984          76,070         95.7%     Von's Food & Drug    
Westlake Village Plaza           1975                    190,655         98.9%     Von's Food & Drug    
Woodman - Van Nuys               1999       1992         107,570         96.3%        Gigante           

San Francisco / NCA
-------------------
Arden Square                     1999       1994         100,162         94.8%          --              
Blossom Valley                   1999       1990          91,969         96.8%        Safeway           
Country Club                     1999       1994         111,251        100.0%      Albertson's         
Diablo Plaza                     1999       1982          63,265        100.0%      Safeway (4)         
Encina Grande                    1999       1965         102,499        100.0%        Safeway           
Loehmann's Plaza                 1999       1983         113,309         94.9%      Safeway (4)         
San Leandro                      1999       1982          50,853        100.0%      Safeway (4)         
Sequoia Station                  1999       1996         103,388         99.5%      Safeway (4)         
                                                                                           
Strawflower Village              1999       1985          78,827         95.4%        Safeway           
Tassajara Crossing               1999       1990         141,790         98.1%        Safeway           
The Promenade                    1999       1989         136,022         96.2%     Bel Air Market       
West Park Plaza                  1999       1996          88,103        100.0%        Safeway           
Woodside Central                 1999       1993          80,598        100.0%          --              
                                                       ---------        ------

Subtotal/Weighted
Average(California)                                    3,858,628         96.4%
                                                       ---------        ------


TEXAS

Austin
------
Hancock Center                   1999       1998         413,757         97.6%        H.E.B.            
North Hills                      1999       1995         144,019         98.7%        H.E.B.            

Dallas / Ft. Worth
------------------
Arapaho Village                  1999       1997         108,816         82.4%       Tom Thumb          
Bethany Lake (5)                 1998       1998          74,066        100.0%        Kroger            
Casa Linda Plaza                 1999       1997         324,620         87.4%      Albertson's         
Cooper Street                    1999       1992         133,239        100.0%          --              
                                                                                           
Creekside (5)                    1998       1998          96,816         96.0%        Kroger            
Harwood Hills PH I & II          1996                    122,860         93.9%       Tom Thumb          
Hebron Park (6)                  1999       1999          47,312         76.2%     Albertson's (4)      
Hillcrest Village                1999       1991          14,488        100.0%          --              
Keller Town Center (6)           1999                    113,000         62.4%       Tom Thumb          
MacArthur Park Phase II (6)      1999                    197,643         59.5%        Kroger            
Market @ Preston Forest          1990                     90,170        100.0%       Tom Thumb          
Market @ Round Rock              1987                    123,345         99.8%      Albertson's         

</TABLE>


<PAGE>



<TABLE>
<CAPTION>
                                             Year         Gross
                                 Year        Con-        Leasable       Percent       Grocery           
Property Name                  Acquired   structed(1)   Area(GLA)      Leased(2)      Anchor            
-------------                  --------   -----------   ---------      ---------     ---------      

<S>                              <C>        <C>        <C>              <C>        <C>                    
TEXAS
Dallas / Ft. Worth (Continued)
------------------------------
Mills Pointe                     1999       1986         126,238         97.4%       Tom Thumb          
Mockingbird Commons              1987                    121,415         93.2%       Tom Thumb          
Northview Plaza                  1999       1991         117,034         91.6%        Kroger            
Preston Brook - Frisco (5)(6)    1998       1998          91,274         96.5%        Kroger            
Preston Park                     1999       1985         268,869         99.4%       Tom Thumb          
                                                                                           
Prestonwood (6)                  1999       1999         100,421         48.6%     Albertson's (4)      
Ridglea Plaza                    1999       1986         197,961         79.6%       Tom Thumb          
Shiloh Springs (5)               1998       1998          88,865         96.8%        Kroger            
Southpark                        1999       1997         146,225         93.9%      Albertson's         
Tarrant Pkwy Plaza (6)           1999                     33,500         12.5%     Albertson's (4)      
The Village                      1999       1982          95,148         90.7%       Tom Thumb          
Trophy Club (6)                  1999       1999         107,700         72.1%       Tom Thumb          
Valley Ranch PH I, II & III      1997                    117,281         99.9%       Tom Thumb          
Village Center - Southlake (5)   1998)      1998         118,172         88.6%        Kroger            

Houston
-------
Champions Forest                 1999       1983         115,295         96.9%     Randall's Food       
                                                       ---------        ------

Subtotal/Weighted
Average(Texas)                                         3,849,549         88.8%
                                                       ---------        ------


GEORGIA

Atlanta
-------
Ashford Place                    1997       1993          53,345        100.0%          --              
Braelin Village (5)              1997       1991         226,522         97.0%        Kroger            
                                                                                           
Briarcliff LaVista               1997       1962          41,098        100.0%          --              
Briarcliff Village (6)           1997       1990         183,752         92.3%        Publix            
Buckhead Court                   1997       1984          55,227         91.3%          --              
                                                                                           
Cambridge Square                 1996       1979          69,650         76.4%     Harris Teeter        
Cromwell Square                  1997       1990          70,282         95.1%          --              
                                                                                           
Cumming 400                      1997       1994         126,899         93.7%        Publix            
Delk Spectrum (3)(5)             1998       1991         100,880        100.0%          A&P             
Dunwoody Hall                    1997       1986          82,527         48.4%          --              
Dunwoody Village (5)             1997       1975         114,658         92.5%        Ingles            
Loehmann's Plaza                 1997       1986         137,635         95.7%          --              
Lovejoy Station                  1997       1995          77,336        100.0%        Publix            
Memorial Bend                    1997       1995         182,781         92.4%        Publix            
Orchard Square                   1995       1987          85,941         52.3%          --              
Paces Ferry Plaza                1997       1987          61,693         92.3%          --              
                                                                                           
Powers Ferry Square              1997       1987          97,809         97.1%        Harry's           
Powers Ferry Village             1997       1994          78,995         99.9%        Publix            
Rivermont Station                1997       1996          90,267        100.0%     Harris Teeter        
Roswell Village                  1997       1997         143,980         97.7%        Publix            
Russell Ridge                    1994       1995          98,556        100.0%        Kroger            
Sandy Plains Village             1996       1992         175,035         92.1%        Kroger            
Sandy Springs  Village           1997       1997          45,039        100.0%          --              
Trowbridge Crossing (5)          1997       1997          62,558         96.3%        Publix            

Other Markets
-------------
Evans Crossing                   1998       1993          83,681        100.0%        Kroger            
LaGrangeMarketplace(3)           1993       1989          76,327         95.2%      Winn-Dixie          
Parkway Station (5)              1996       1983          94,290         85.0%        Kroger            
                                                       ---------        ------

Subtotal/Weighted
Average(Georgia)                                       2,716,763         92.3%
                                                       ---------        ------
</TABLE>


<PAGE>




<TABLE>
<CAPTION>
                                             Year         Gross
                                 Year        Con-        Leasable       Percent       Grocery           
Property Name                  Acquired   structed(1)   Area(GLA)      Leased(2)      Anchor            
-------------                  --------   -----------   ---------      ----------    --------
<S>                              <C>        <C>        <C>              <C>        <C>                    
OHIO

Cincinnati
----------
Beckett Commons                  1998       1995         112,936        100.0%        Kroger            
Cherry Grove                     1998       1997         185,498        100.0%        Kroger            
                                                                                           
Hamilton Meadows                 1998       1989         126,252         97.8%      Kroger (4)          
Hyde Park Plaza                  1997       1995         374,544         98.1%     Kroger/Winn-Dixie    
                                                                                           
Shoppes at Mason                 1998       1997          80,880         95.1%        Kroger            
Silverlake                       1998       1988         100,246         93.4%        Kroger            
Westchester Plaza                1998       1988          88,181        100.0%        Kroger            

Columbus
East Pointe                      1998       1993          86,524         95.1%        Kroger            
Hampstead Village (6)            1999                     91,805         82.5%        Kroger            
Kingsdale (6)                    1997       1999         270,697         74.0%       Big Bear           
                                                                                           
North Gate/(Maxtown)             1998       1996          85,101        100.0%        Kroger            
Park Place                       1998       1988         106,833         98.6%       Big Bear           
Windmiller Plaza                 1998       1997         120,509         97.1%        Kroger            
Worthington                      1998       1991          93,094        100.0%        Kroger            
                                                       ---------        ------

Subtotal/Weighted
Average(Ohio)                                          1,923,100         94.0%
                                                       ---------        ------


NORTH CAROLINA

Asheville
---------
Oakley Plaza                     1997       1988         118,728        100.0%         Bi-Lo            
                                                                                           

Charlotte
---------
Carmel Commons                   1997       1979         132,651         96.5%      Fresh Market        
City View                        1996       1993          77,550         95.4%      Winn-Dixie          
Union Square                     1996       1989          97,191         98.8%     Harris Teeter        
                                                                                           

Raleigh / Durham
----------------
Bent Tree Plaza                  1998       1994          79,503        100.0%        Kroger            
Garner Town Square               1998       1998         221,576         98.1%        Kroger            
                                                                                           
Glenwood Village                 1997       1983          42,864        100.0%     Harris Teeter        
Lake Pine Plaza                  1998       1997          87,691         97.6%        Kroger            
Maynard Crossing                 1998       1997         122,814         98.2%        Kroger            
Southpoint Crossing (5)          1998       1998         103,128         92.6%        Kroger            
Woodcroft                        1996       1984          85,353        100.0%       Food Lion          

Winston-Salem
-------------
Kernersville Marketplace         1998       1997          72,590        100.0%     Harris Teeter        
                                                       ---------        ------

Subtotal/Weighted
Average(North Carolina)                                1,241,639         97.9%
                                                       ---------        ------


WASHINGTON

Seattle
-------
Cascade Plaza (6)                1999       1999         215,477         67.1%        Safeway           
Inglewood Plaza                  1999       1985          17,253        100.0%          --              
James Center (6)                 1999       1999         114,175         86.9%       Fred Myer          
Lake Meridian                    1999       1989         165,210         92.7%       Fred Myer          
Pine Lake Village                1999       1989         100,953        100.0%      Quality Foods       
Sammamish Highlands              1992                    101,289        100.0%      Safeway (4)         
South Point Plaza                1999       1997         190,454         98.9%     Cost Cutters         

</TABLE>


<PAGE>



<TABLE>
<CAPTION>
                                             Year         Gross
                                 Year        Con-        Leasable       Percent       Grocery           
Property Name                  Acquired   structed(1)   Area(GLA)      Leased(2)      Anchor            
-------------                  --------   -----------   ---------      ---------     ---------      

<S>                              <C>        <C>        <C>              <C>        <C>                    
WASHINGTON     
Seattle (Continued)
-------------------
Southcenter                      1999       1990          58,281        100.0%          --              
Thomas Lake                      1999       1998         103,870        100.0%      Albertson's         
                                                       ---------        ------

Subtotal/Weighted
Average(Washington)                                    1,066,962         90.6%
                                                       ---------        ------

COLORADO

Colorado Springs
----------------
Cheyenne Meadows (5)             1998       1998          89,893        100.0%      King Soopers        
Jackson Creek  (5)               1998       1999          85,259         98.4%        Kroger            
Woodman Plaza (6)(5)             1998       1998          97,913         85.7%      King Soopers        

Denver
------
Boulevard Center                 1999       1986          92,483         95.2%      Safeway (4)         
Buckley Square                   1999       1978         116,206         93.2%      King Soopers        
Leetsdale Marketplace            1993                    119,916         98.7%        Safeway           
Littleton Square                 1999       1997          94,257        100.0%      King Soopers        
Lloyd King Center (5)            1998       1998          83,326        100.0%      King Soopers        
Redlands Marketplace (6)         1999                     37,817         36.3%     Albertson's (4)      
Stroh Ranch (5)                  1998       1998          86,432        100.0%      King Soopers        
                                                       ---------        ------

Subtotal/Weighted
Average(Colorado)                                        903,502         94.1%
                                                       ---------        ------
OREGON

Portland
--------
Cherry Park Market (Grmr)        1997                    113,518         78.5%        Safeway           
Murrayhill Marketplace           1988                    149,214         98.4%       Thriftway          
Sherwood II (6)                  1999       1999          32,600          0.0%       Safeway (4)         
Sherwood Market Center           1995                    124,256         97.3%      Albertson's         
Sunnside 205                     1999       1988          53,279         93.6%          --              
Walker Center                    1999       1987          89,624        100.0%          --              
West Hills                       1999       1998          53,579        100.0%          QFC             
                                                       ---------        ------

Subtotal/Weighted
Average(Oregon)                                          616,070         89.2%
                                                       ---------        ------
ALABAMA

Birmingham
----------
Villages of Trussville (3)       1993       1987          69,280         97.7%        Bruno's           
West County Marketplace (3)      1993       1987         129,155        100.0%     Food World (4)       

Montgomery
----------
Country Club (3)                 1993       1991          67,622        100.0%      Winn-Dixie          

Other Markets
-------------
Bonner's Point (3)               1993       1985          87,281         98.6%      Winn-Dixie          
Marketplace -                    
   Alexander City (3)            1993       1987         162,723        100.0%      Winn-Dixie           
                                                       ---------        ------

Subtotal/Weighted
Average(Alabama)                                         516,061         99.5%
                                                       ---------        ------

ARIZONA
-------
Paseo Village                    1999       1998          92,399        100.0%         ABCO             
Pima Crossing                    1999       1996         234,585         99.5%        Basha's           
                                                       ---------        ------

Subtotal/Weighted
Average(Arizona)                                         326,984         99.7%
                                                       ---------        ------
</TABLE>


<PAGE>



<TABLE>
<CAPTION>
                                             Year         Gross
                                 Year        Con-        Leasable       Percent       Grocery           
Property Name                  Acquired   structed(1)   Area(GLA)      Leased(2)      Anchor            
--------------               -----------  -----------   ---------      ---------      -------

<S>                              <C>        <C>       <C>              <C>        <C>                    
TENNESSEE

Nashville
---------
Harpeth Village (5)              1997       1998          70,091        100.0%      Albertson's         
Nashboro Village                 1998       1998          86,811         96.5%        Kroger            
Peartree Village                 1997       1997         114,795        100.0%     Harris Teeter        
                                                      ----------      --------
Subtotal/Weighted
Average(Tennessee)                                       271,697         98.9%
                                                       ---------      --------
MICHIGAN
--------
Fenton Marketplace (6)           1999                     73,339         73.3%      Farmer Jack         
Lakeshore                        1998       1996          85,395         98.7%        Kroger            
Waterford (6)                    1998       1998          91,921         72.6%        Kroger            
                                                      ----------      --------
Subtotal/Weighted
Average(Michigan)                                        250,655         81.7%
                                                      ----------      --------
VIRGINIA
--------
Brookville Plaza                 1998       1991          63,664         95.8%        Kroger            
Statler Square                   1998       1996         133,660         96.3%        Kroger            
                                                      ----------      --------

Subtotal/Weighted
Average(Virginia)                                        197,324         96.1%
                                                      ----------      --------

MISSISSIPPI
-----------
Columbia Marketplace(3)          1993       1988         136,002          98.7%      Winn-Dixie          
Lucedale Marketplace(3)          1993       1989          49,059          91.0%      Delchamps          
                                                      ----------      --------

Subtotal/Weighted
Average(Mississippi)                                     185,061         96.6%
                                                      ----------      --------

SOUTH CAROLINA
--------------
Merchants Village                1997       1997          79,723        100.0%        Publix            
Queensborough (5)                1998       1993          82,333         97.7%        Publix            
                                                      ----------      --------

Subtotal/Weighted
Average(South Carolina)                                  162,056         98.8%
                                                      ----------      --------

DELAWARE
--------
Pike Creek                       1998       1981         232,754         96.3%         Acme             


KENTUCKY
--------
Franklin Square                  1998       1988         205,061         91.8%        Kroger            

ILLINOIS
--------
Hinsdale Lake Commons            1998       1986         178,600         85.9%       Dominick's         


MISSOURI
--------
St. Ann Square                   1998       1986          82,498         95.8%       National           


WYOMING
-------
Dell Range Road (5)(6)           1999                     75,000         81.3%      King Soopers        
                                                      ----------      --------


Total Weighted Average                                24,769,498         92.4%
                                                      ==========      ========
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                                     Drug Store &                         Other                    
Property Name                        Other Anchors                       Tenants                  
----------------------------     --------------------------     ----------------------------------------------------

<S>                              <C>                                  <C>  
FLORIDA                                    
                                           
Jacksonville /                             
North Florida
--------------                                                                                              
Anastasia                                   --                        Hallmark, Schmagel's Bagels, Mailboxes        
Bolton Plaza                             Wal-Mart                     Radio Shack, Payless Shoes, Mailboxes         
Carriage Gate                             TJ Maxx                     Brueggers Bagels, Bedfellows, Alterations        
Courtyard (3)                               --                        Buffalo's Cafe, Olan Mills                   
Ensley Square (5)                           --                        Radio Shack, Hallmark, Amsouth Bank              
Fleming Island                              --                        Mail Boxes, Etc. ,Radio Shack, Hallmark          
Highlands Square (6)                 Eckerd, Big Lots                 Hair Cuttery, Rent Way, Precision Printing       
Julington Village (6)                       --                        Mailboxes, Etc., H&R Block, Hair Cuttery         
Millhopper (3)                            Eckerd                      Book Gallery, Postal Svc., Chesapeake Bagel      
Newberry Square                            Kmart                      H & R Block, Cato Fashions, Olan Mills           
Old St. Augustine Plaza              Eckerd, Waccamaw                 Mail Boxes, Etc., Hallmark, Hair Cuttery         
Palm Harbour                          Eckerd, Bealls                  Mail Boxes, Etc., Hallmark, Merle Norman         
Pine Tree Plaza                             --                        Great Clips, CiCi's Pizza, Soupersalad           
Regency Court                      CompUSA, Office Depot              H&R Block, Mail Boxes Etc., Payless Shoes        
                                     Sports Authority                 Loop Restaurant, Ashley Furniture Homestore      
South Monroe                              Eckerd                      Rent-A-Center, H&R Block, Blockbuster            
                                            
Tampa / Orlando
----------------                                                        
Beneva Village Shops             Walgreen's, Ross Dress for Less      Stride Rite, GNC, Subway, H&R Block              
Bloomingdale Square               Eckerd, Wal-Mart, Beall's           Radio Shack, H&R Block, Hallmark                
Kings Crossing Sun City (6)                 --                                  --                               
Mainstreet Square                       Walgreen's                    Rent-A-Center, Discount Auto Parts, Norwest      
Mariner's Village                       Walgreen's                    Supercuts. Pak Mail, Allstate Insurance          
Market Place - St. Peters                Eckerd                       Mail Boxes, Etc., Republic, Weight Watchers       
Peachland Promenade                         --                        Southern Video, Subway, GNC                  
Regency Square                         TJ Maxx, AMC                   Pak Mail, Lens Crafter, Jo-Ann Fabrics           
   at Brandon (3)                   Staples, Marshalls                S&K Famous Brands, Shoe Carnival                
Seven Springs                              Kmart                      State Farm, Subway, H & R Block                
Terrace Walk (3)                            --                        Cici's Pizza, Norwest Financial                
Town Square (6)                             --                                  --                               
University Collections                    Eckerd                      Hallmark, Jo-Ann's Fabrics, Dockside Imports     
Village Center-Tampa              Walgreen's, Stein Mart              Hallmark, Blockbuster, Mens Warehouse            
                                                                                                              
West Palm Beach /                                                                                             
Treasure Coast
--------------                                                                                                
Boynton Lakes Plaza                     Walgreen's                    Radio Shack, Baskin Robbins, Dunkin Donuts       
Chasewood Plaza (3)                     Walgreen's                    Hallmark, GNC, Supercuts                    
Chasewood Storage (3)                       --                                  --                               
East Port Plaza                  Walgreen's, Kmart, Sears Homelife    H & R Block, GNC, Subway, Cato             
Martin Downs Village Center(3)       Walgreen's, Coastal Care         Payless Theater, Hallmark, Nations Bank       
Martin Downs Village Shoppes            Walgreen's                    Mailbox Plus, Allstate, Optical Outlet              
Ocean Breeze (3)                     Walgreen's, Coastal Care         Mail Boxes, National Bank, World Travel       
Ocean East (5)                           Coastal Care                 Mail Boxes, Nations Bank, Royal Dry Cleaners  
Tequesta Shoppes                          Walgreen's                  Mail Boxes, Etc., Hallmark, Radio Shack       
Town Center at Martin Dow                   --                        Mail Boxes, Health Exchange, Champs Hair     
Wellington Market Place              Walgreen's, United Artists       Pak Mail, Subway, Papa John's             
Wellington Town Square               Eckerd                           Mail Boxes, State Farm, Coldwell Banker               
                                                                                                              
Miami / Ft. Lauderdale
-----------------------                                                                                        
Aventura                             Eckerd                           Footlabs, Bank United, City of Aventura               
Berkshire Commons                    Walgreen's                       H & R Block, Century 21, Allstate                  
Garden Square                        Eckerd                           Subway, GNC, Hair Cuttery                        
North Miami (3)                      Eckerd                                     --                                    
Palm Trails Plaza                           --                        Mail Boxes, Sal's Pizza, Personnel One                
Shoppes @ 104                               --                        Mail Boxes Etc., GNC, Subway                       
Tamiami Trail                        Eckerd                           Mail Boxes, Etc., Radio Shack, Pizza Hut              
University Market Place                     --                        H & R Block, Mail Boxes Etc., Olan Mills              
Welleby                              Walgreen's                       H & R Block, Mail Boxes Plus, Pizza Hut             
                                                                                                              
                                                                                                              
Subtotal/Weighted                                                                                             
Average(Florida)                                                                                              
                                                                                                              
</TABLE>


<PAGE>



<TABLE>
<CAPTION>
                                     Drug Store &                         Other                    
Property Name                        Other Anchors                       Tenants                  
----------------------------     --------------------------     ----------------------------------------------------

<S>                                  <C>                              <C>  
                                                                                                         
                                                                                                             
CALIFORNIA                                                                                                    
                                                                                                              
Los Angeles / SCA
-----------------                                                                                             
Bristol and Warner                          --                        Banner Central, Party Supply, Domino's                
Costa Verde                          Pier 1, Bookstar                 Blockbuster Video, US Post Office, Subway        
Crossroads Plaza                            --                                  --                                    
El Camino                            Sav-On Drugs                     Kinkos, Bank America, State Farm                  
El Norte Parkway Plaza                      --                        Our Fitness, Great Clips                         
Folsom (6)                                  --                                  --                                    
Friars Mission                       Long's Drugs                     H&R Block, Mail Boxes Etc., Subway                 
Hawthorne                                   --                        Hollywood Video, Radio Shack, GNC                    
Heritage Plaza                       Sav-On Drugs, Ace Hardware       Bank of America, H&R Block, Hallmark         
Long Beach Corporate Sq.                    --                                  --                                    
Monrovia (6)                         Ross Dress for Less              Simmons Beautyrest, Airtouch Cellular           
Morningside Plaza                           --                        Hallmark, Subway, Mail Boxes Etc.                    
Newland Center                              --                        Wells Fargo Bank, Kinko's, Starbucks                  
Oakbrook Plaza                              --                        Century 21, TCBY Yogurt, Subway                     
Plaza de Hacienda                           --                        Kragen Auto Parts, Taco Bell                       
Plaza Hermosa                        Sav-On Drugs                     Blockbuster Video, Hallmark, Mail Boxes Etc.       
Rancho Santa Margarita (6            Marshalls, Staples                         --                              
Rona Plaza                                  --                        Home Video, Acapulco Travel                       
Santa Ana Downtown Plaza              Thrifty Drug                    Blockbuster Video, Little Caesars Pizza           
Twin Peaks                               Target                       Starbucks, Subway, GNC, Clothestime               
Ventura Village                             --                        Blockbuster Video, Papa Johns Pizza                   
Westlake Village Plaza                Long's Drugs                    Bank of America, Citibank, Blockbuster Video      
Woodman - Van Nuys                          --                        Supercuts, H&R Block, Chief Auto Parts                
                                                                                                              
San Francisco / NCA
-------------------                                                                                           
Arden Square                         Jo-Ann Fabrics, Office Max       Beverages & More, Great Clips             
Blossom Valley                       Long's Drugs                     US Post Office, Hallmark, Great Clips             
Country Club                         Long's Drugs                     Blockbuster Video, Subway, GNC                   
Diablo Plaza                         Jo-Ann Fabrics                   Hallmark, Mail Boxes Etc., Clothestime           
Encina Grande                        Walgreens                        Blockbuster Video, Radio Shack, Mail Boxes          
Loehmann's Plaza                     Long's Drugs, Loehmann's         Starbucks, Hallmark, Blockbuster Video        
San Leandro                                 --                        Radio Shack, Hallmark, Blockbuster Video              
Sequoia Station                      Long's Drugs, Old Navy           Starbucks, Sees Candie, United Airlines       
                                     Barnes and Noble                                                        
Strawflower Village                         --                        Hallmark, Mail Boxes Etc., Subway                    
Tassajara Crossing                   Long's Drugs, Ace Hardware       Citibank, Hallmark, Petco, GNC             
The Promenade                        Long's Drugs                     Bank of America, Mail Boxes Etc., GNC             
West Park Plaza                      Rite Aid                         Blockbuster Video, Starbucks, Supercuts             
Woodside Central                     Marshalls                        Hollywood Video, Pier 1 Imports, GNC                
                                                                                                              
                                                                                                              
Subtotal/Weighted                                                                                             
Average(California)                                                                                           
                                                                                                              
                                                                                                              
                                                                                                              
TEXAS                                                                                                         
                                                                                                              
Austin
-------                                                                                                        
Hancock Center                       Sears, Old Navy                  Hollywood Video, Radio Shack, GNC                
North Hills                                 --                        Hollywood Video, Hallmark, Subway                    
                                                                                                              
Dallas / Ft. Worth
------------------                                                                                            
Arapaho Village                             --                        H&R Block, Hallmark, GNC, Mail Boxes Etc.             
Bethany Lake (5)                            --                        Boss Cleaners, Mr. Parcel, Fantastic Sams             
Casa Linda Plaza                     Eckerd, Petco                    Mail Boxes Etc, Blockbuster Video, Hallmark        
Cooper Street                        Circuit City, Office Max,        Jo-Ann Fabrics, Mail Boxes Etc., State Farm  
                                     Sears Homelife                                                           
Creekside (5)                               --                        Hollywood Video, CICI's,Fantastic Sams                
Harwood Hills PH I & II                     --                        Good Year, Sport Clips, Pac N Mail                    
Hebron Park (6)                             --                        Blockbuster Video, Hallmark, GNC                     
Hillcrest Village                           --                        Blockbuster Video, American Airlines                  
Keller Town Center (6)                      --                        Sports Clips, Custom Cleaners                      
MacArthur Park Phase II (            Barnes & Noble                   Coldwell Bankers, Great Clips                  
Market @ Preston Forest                     --                        Nations Bank, Fantastic Sams                       
Market @ Round Rock                         --                        Radio Shack, H&R Block, Merle Norman                  

</TABLE>


<PAGE>




<TABLE>
<CAPTION>
                                     Drug Store &                         Other                    
Property Name                        Other Anchors                       Tenants                  
----------------------------     --------------------------     ----------------------------------------------------

<S>                                 <C>                               <C>  
TEXAS                                                                                                         
Dallas / Ft. Worth (Continued)
------------------------------                                                                                     
Mills Pointe                                --                        Blockbuster Video, Hallmark, H&R Block                
Mockingbird Commons                         --                        State Farm, GNC, Starbucks                        
Northview Plaza                             --                        Blockbuster Video, Merle Norman, Pro-Cuts             
Preston Brook - Frisco (5                   --                        Coldwell Banker, GNC, Hair Cuttery                    
Preston Park                         Sony Theatres                    Bath & Body Works, Blockbuster Video               
                                                                      Hallmark, Mail Boxes Etc., Starbucks                  
Prestonwood (6)                             --                        Hallmark, Blockbuster Video, McAlister's              
Ridglea Plaza                        Eckerd, Stein Mart               Radio Shack, Mail Boxes Etc., Pro-Cuts          
Shiloh Springs (5)                          --                        GNC, Great Clips, Cardsmart                       
Southpark                            Bealls                           H & R Block, GNC, Mail Boxes Etc.                     
Tarrant Pkwy Plaza (6)                      --                        Subway, Great Clips, Custom Cleaners                  
The Village                                 --                        Famous Footwear, Hallmark, Boston Market              
Trophy Club (6)                             --                        Blockbuster, Bank of America, Subway                  
Valley Ranch PH I, II & I                   --                        Mail Boxes Etc., GNC, H&R Block                     
Village Center - Southlak                   --                        Radio Shack, Papa Johns, Smoothie King                
                                                                                                              
Houston
--------                                                                                                       
Champions Forest                     Eckerd                           Mail Boxes Etc., GNC, Fantastic Sams                  
                                                                                                              
                                                                                                              
Subtotal/Weighted                                                                                             
Average(Texas)                                                                                                
                                                                                                              
                                                                                                              
                                                                                                              
GEORGIA                                                                                                       
                                                                                                              
Atlanta
-------                                                                                                       
Ashford Place                        Pier 1 Imports                   Baskin Robbin, Mail Boxes, Merle Norman           
Braelin Village (5)                   Kmart                           Baskin Robbins, Mail Boxes Etc.,                     
                                                                      Manhattan Bagel, Blockbuster Video, GNC               
Briarcliff LaVista                   Drug Emporium                    Supercuts, Trust Company Bank                   
Briarcliff Village (6)               Eckerd, TJ Maxx, Office Depot    Subway, Hair Cuttery, Famous Footwear        
Buckhead Court                              --                        Pavillion, Bellsouth Mobility                      
                                                                      Outback Steakhouse                            
Cambridge Square                            --                        Allstate, AAA Mail & Pkg., Wachovia                   
Cromwell Square                      CVS Drug, Haverty's Furniture    First Union, Bellsouth Mobility            
                                                                      Hancock Fabrics                             
Cumming 400                          Big Lots                         Pizza Hut, Hair Cuttery, Autozone                   
Delk Spectrum (3)(5)                 Eckerd                           Mail Boxes, Etc., GNC, Blockbuster Video              
Dunwoody Hall                        Eckerd                           Texaco, Blimpie, Nations Bank                      
Dunwoody Village (5)                        --                        Federal Express, Jiffy Lube, Hallmark                 
Loehmann's Plaza                     Eckerd, Loehmann's               Mail Boxes, Etc., GNC, H & R Block              
Lovejoy Station                             --                        State Farm, Pizza Hut, Supercuts                     
Memorial Bend                        TJ Maxx                          Pizza Hut, GNC, H & R Block                       
Orchard Square                      CVS Drug                          Mail Boxes Unlimited, State Farm, Remax               
Paces Ferry Plaza                           --                        Blockbuster Video, Nations Bank                     
                                                                      Sherwin Williams                             
Powers Ferry Square                 CVS Drug                          Domino's Pizza, Dunkin Donuts, Supercuts              
Powers Ferry Village                CVS Drug                          Mail Boxes, Etc., Blimpies                        
Rivermont Station                   CVS Drug                          Pak Mail, GNC, Wolf Camera                        
Roswell Village                      Eckerd, Ace Hardware             Hallmark, Pizza Hut, Scholtzyky's             
Russell Ridge                               --                        Pizza Hut, Pak Mail, Hallmark, GNC                    
Sandy Plains Village                 Stein Mart                       H & R Block, Mail Boxes Etc., Subway                
Sandy Springs  Village                      --                        Air Touch, Blockbuster Video, Steinway Piano        
Trowbridge Crossing (5)                     --                        Domino's, Postal Services, Hair Cuttery               
                                                                                                              
Other Markets
-------------                                                                                                 
Evans Crossing                              --                        Subway, Hair Cuttery, Dollar Tree                    
LaGrangeMarketplace(3)               Eckerd                           Lee's Nails, It's Fashions, One Price Clothing        
Parkway Station (5)                         --                        H & R Block, Pizza Hut, Olan Mills                    
                                                                                                              
                                                                                                              
Subtotal/Weighted                                                                                             
Average(Georgia)                                                                                              
                                                                                                              
                                                                                                              
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                                     Drug Store &                         Other                    
Property Name                        Other Anchors                       Tenants                  
----------------------------     --------------------------     ----------------------------------------------------

<S>                                  <C>                              <C>  
                                                                                                             
OHIO                                                                                                          
                                                                                                              
Cincinnati
----------                                                                                                    
Beckett Commons                             --                        Mail Boxes, Etc., Subway, Taco Bell                   
Cherry Grove                         CVS Drug, TJ Maxx,               GNC, Hallmark, Sally Beauty Supply              
                                     Hancock Fabrics                                                          
Hamilton Meadows                      Kmart                           Radio Shack, H&R Block, GNC                       
Hyde Park Plaza                      Walgreen's, Michaels,            Radio Shack, H&R Block, Hallmark              
                                     Barnes & Noble, Old Navy         Blockbuster Video, US Post Office, Kinkos     
Shoppes at Mason                            --                        Mail Boxes Etc., GNC, Great Clips                    
Silverlake                                  --                        Radio Shack, H&R Block, Great Clips                   
Westchester Plaza                           --                        Pizza Hut, Subway, GNC                          
                                                                                                              
Columbus
--------                                                                                                      
East Pointe                                 --                        Mail Boxes, Etc., Hallmark, Liberty Mutual            
Hampstead Village (6)                       --                        Blockbuster Video, Great Clips                      
Kingsdale (6)                        Stein Mart, Limited              Hallmark, Goodyear, Jenny Craig               
                                     S&K Menswear                     Famous Footware                          
North Gate/(Maxtown)                        --                        Hallmark, GNC, Great Clips                        
Park Place                                  --                        Mail Boxes Etc., Domino's, Subway                    
Windmiller Plaza                     Sears Hardware                   Radio Shack, Sears Optical, Great Clips           
Worthington                          CVS Drug                         Little Caesar's, Hallmark, Radio Shack                
                                                                                                              
                                                                                                              
Subtotal/Weighted                                                                                             
Average(Ohio)                                                                                                 
                                                                                                              
                                                                                                              
                                                                                                              
NORTH CAROLINA                                                                                                
                                                                                                              
Asheville
---------                                                                                                     
Oakley Plaza                         CVS Drug, Western Auto           Little Caesar's, Subway                  
                                     Baby Superstore                    Life Uniform                           
                                                                                                              
Charlotte
---------                                                                                                     
Carmel Commons                       Eckerd, Piece Goods              Little Caesar's, Radio Shack, Blimpies          
City View                            CVS Drug, Public Library         Bellsouth, Willie's Music                
Union Square                         CVS Drug,                        Mail Boxes, Etc., Subway, TCBY                     
                                     Consolidated Theatres                                                    
                                                                                                              
Raleigh / Durham
----------------                                                                                              
Bent Tree Plaza                             --                        Pizza Hut, Manhattan Bagel, Parcel Plus               
Garner Town Square                   United Artists, Office Max,      Sears Optical, Friedman's Jewelers           
                                       Petsmart                         H & R Block, Shoe Carnival                       
Glenwood Village                            --                        Domino's Pizza, Simple Pleasures                     
Lake Pine Plaza                             --                        H & R Block, GNC, Great Clips                      
Maynard Crossing                            --                        Mail Boxes, Etc., GNC, Hallmark                     
Southpoint Crossing (5)                     --                        Wolf Camera, GNC, H&R Block                       
Woodcroft                            Eckerd, True Value               Domino's Pizza, Subway, Allstate               
                                                                                                              
Winston-Salem
-------------                                                                                                 
Kernersville Marketplace                    --                        Mail Boxes, Little Caesar's, Great Clips              
                                                                                                              
                                                                                                              
Subtotal/Weighted                                                                                             
Average(North Carolina)                                                                                       
-------------------------                                                                                     
                                                                                                              
                                                                                                              
WASHINGTON                                                                                                    
                                                                                                              
Seattle
-------                                                                                                       
Cascade Plaza (6)                    Long's Drugs                     JoAnn Fabrics, Fashion Bug                     
Inglewood Plaza                             --                        Subway, Domino's Pizza                          
James Center (6)                            --                        Kinko's, Hollywood Video, U.S. Bank                   
Lake Meridian                        Bartell Drugs                    Mail Boxes Etc., Starbucks, Home Video             
Pine Lake Village                    Rite Aid                         Blockbuster Video, Starbucks, Mail Post               
Sammamish Highlands                  Bartell Drugs, Ace Hardware      Hollywood Video, Starbucks, GNC, H&R Block   
South Point Plaza                    Rite Aid, Office Depot,          Outback Steakhouse, Mail Boxes Etc.          
                                        Pep Boys                                                                 

</TABLE>


<PAGE>



<TABLE>
<CAPTION>
                                     Drug Store &                         Other                    
Property Name                        Other Anchors                       Tenants                  
----------------------------     --------------------------     ----------------------------------------------------

<S>                                 <C>                               <C>  
WASHINGTON                                                                                                    
Seattle (Continued)
-------------------                                                                                           
Southcenter                          Target (4)                       GTE Wireless, Supercuts, Starbucks                  
Thomas Lake                           Rite Aid                        Blockbuster Video, Great Clips, Subway              
                                                                                                             
Subtotal/Weighted                                                                                             
Average(Washington)                                                                                           
-------------------------                                                                                     
                                                                                                              
COLORADO                                                                                                      
                                                                                                              
Colorado Springs
----------------                                                                                              
Cheyenne Meadows (5)                        --                        Hallmark, Nail Center, Cost Cutters                   
Jackson Creek  (5)                          --                        Cost Cutters, Polo Cleaners                       
Woodman Plaza (6)(5)                        --                        Cost Cutters, GNC, The Nail Center                    
                                                                                                              
Denver
------                                                                                                        
Boulevard Center                            --                        Bennigans, Great Clips, Mail Boxes Etc.               
Buckley Square                       True Value Hardware              Hollywood Video, Radio Shack, Subway            
Leetsdale Marketplace                       --                        Blockbuster Video, Radio Shack, GNC                   
Littleton Square                     Walgreens                        Blockbuster Video, Hallmark, H&R Block               
Lloyd King Center (5)                       --                        GNC, Cost Cutters, Hollywood Video                    
Redlands Marketplace (6)                    --                        Redland Floral & Gifts                          
Stroh Ranch (5)                             --                        Cost Cutters, Post Net, Dry Clean Station             
                                                                                                              
                                                                                                              
Subtotal/Weighted                                                                                             
Average(Colorado)                                                                                             
                                                                                                              
OREGON                                                                                                        
                                                                                                              
Portland
--------                                                                                                      
Cherry Park Market (Grmr)                   --                        Hollywood Video, Subway, Baskin Robbins               
Murrayhill Marketplace                      --                        True Value, World Gym, State Farm                    
Sherwood II (6)                             --                                       --                                    
Sherwood Market Center                      --                        Hallmark, Blimpies, GNC, Supercuts                    
Sunnside 205                                --                        Kinko's, State Farm, Coffee Bistro                    
Walker Center                        Sportmart                        Blockbuster Video, Postal Annex                    
West Hills                                  --                        Blockbuster Video, GNC, Starbucks                    
                                                                                                              
                                                                                                              
Subtotal/Weighted                                                                                             
Average(Oregon)                                                                                               
                                                                                                              
ALABAMA                                                                                                       
                                                                                                              
Birmingham
----------                                                                                                    
Villages of Trussville (3)          CVS Drug                          Head Start, Cellular One, Mattress Max                
West County Marketplace (3)         Rite Aid, Wal-Mart                Domino's Pizza, GNC, Cato Plus                
                                                                                                              
Montgomery
----------                                                                                                    
Country Club (3)                    Rite Aid                          Radio Shack, Subway, Beltone, GNC                    
                                                                                                              
Other Markets
-------------                                                                                                 
Bonner's Point (3)                  Wal-Mart                          Subway, Domino's Pizza, Cato                       
Marketplace -                       Wal-Mart                          Domino's Pizza, Subway, Hallmark                     
   Alexander City (3)                                                                                         
                                                                                                              
                                                                                                              
Subtotal/Weighted                                                                                             
Average(Alabama)                                                                                              
                                                                                                              
ARIZONA
-------                                                                                                       
Paseo Village                        Walgreens                        Domino's Pizza, Fantastic Sams                     
Pima Crossing                        Stein Mart                       Pier 1 Imports, Blockbuster Video, GNC              
                                                                                                              
                                                                                                              
Subtotal/Weighted                                                                                             
Average(Arizona)                                                                                            
                                                                                                              
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                                     Drug Store &                         Other                    
Property Name                        Other Anchors                       Tenants                  
----------------------------     --------------------------     ----------------------------------------------------
<S>                                  <C>                              <C>  
TENNESSEE                                                                                                      
                                                                                                              
Nashville
---------                                                                                                     
Harpeth Village (5)                         --                        Mail Boxes, Etc., Heritage Cleaners, Great Clips      
Nashboro Village                            --                        Hallmark, Fantastic Sams, Cellular Sales              
Peartree Village                     Eckerd, Office Max               Hollywood Video, AAA Auto, Royal Thai           
                                                                                                             
                                                                                                            
Subtotal/Weighted                                                                                             
Average(Tennessee)                                                                                            
                                                                                                           
MICHIGAN
--------                                                                                                      
Fenton Marketplace (6)                      --                                  --                                    
Lakeshore                            Rite Aid                         Hallmark, Subway, Baskin Robbins                    
Waterford (6)                               --                        Supercuts, Hollywood Entertainment                    
                                                                                                                  
                                                                                                              
Subtotal/Weighted                                                                                             
Average(Michigan)                                                                                             
                                                                                                              
                                                                                                              
VIRGINIA
--------                                                                                                      
Brookville Plaza                            --                        H&R Block, Cost Cutters, Jenny Craig                  
Statler Square                       CVS Drug, Staples                Hallmark, H & R Block, Hair Cuttery              
                                                                                                              
Subtotal/Weighted                                                                                             
Average(Virginia)                                                                                             
                                                                                                              
MISSISSIPPI
-----------                                                                                                   
Columbia Marketplace(3)              Wal-Mart                         GNC, Radio Shack, Cato                         
Lucedale Marketplace(3)              Wal-Mart                         Subway, Cato, Byrd's Cleaners                     
                                                                                                              
                                                                                                              
Subtotal/Weighted                                                                                             
Average(Mississippi)                                                                                          
                                                                                                              
SOUTH CAROLINA
--------------                                                                                                
Merchants Village                           --                        Mail Boxes Etc., Hollywood Video, Hallmark            
Queensborough (5)                           --                        Mail Boxes, Etc., Supercuts, Pizza Hut                
                                                                                                              
Subtotal/Weighted                                                                                             
Average(South Carolina)                                                                                       
-------------------------                                                                                     
                                                                                                              
DELAWARE
--------                                                                                                      
Pike Creek                           Eckerd, K-mart                   Radio Shack, H&R Block, TCBY                   
                                                                                                              
KENTUCKY
--------                                                                                                      
Franklin Square                      Rite Aid, JC Penney              Mail Boxes, Baskin Robbins, Kay Jewelers        
                                                                                                              
ILLINOIS
--------                                                                                                      
Hinsdale Lake Commons                Ace Hardware                     Hallmark, Blockbuster Video, Fannie Mae            
                                                                                                              
MISSOURI
--------                                                                                                      
St. Ann  Square                      Bally Total Fitness              Great Clips, US Navy, US Marines               
                                                                                                                                 
WYOMING
-------                                                                                                                           
Dell Range Road (5)(6)                       --                                 --                                    
                                                                                                              
</TABLE>


<PAGE>

                                                                          
(1)  Or latest renovation                                                 
(2)  Includes development properties.  If development properties are excluded, 
     the total percentage leased would be 95.5% for Partnership shopping centers
     and 95.0% for Company shopping centers.                              
(3)  Company-owned property not owned by the  Partnership.                
(4)  Tenant owns its own building.                                        
(5)  Owned by a partnership with outside investors in which the Partnership 
     (or the Company in the case of a property referred to in note (3)      
     above) or an affiliate is the general partner.                         
(6)  Property under development or redevelopment. 


<PAGE>
       


Item 3. Legal Proceedings

The Company is, from time to time, a party to legal  proceedings  which arise in
the ordinary  course of its business.  The Company is not currently  involved in
any litigation  nor, to  management's  knowledge,  is any litigation  threatened
against the Company, the outcome of which would, in management's judgement based
on  information  currently  available,  have a  material  adverse  effect on the
financial position or results of operations of the Company.


Item 4. Submission of Matters to a Vote of Security Holders

No matters were  submitted  for  stockholder  vote during the fourth  quarter of
1999.

                                     PART Il



Item 5. Market for the Registrant's Common Equity and Related Shareholder
        Matters

The  Company's  common stock is traded on the New York Stock  Exchange  ("NYSE")
under  the  symbol  "REG".  The  Company  currently  has   approximately   3,500
shareholders.  The  following  table  sets forth the high and low prices and the
cash  dividends  declared on the Company's  common stock by quarter for 1999 and
1998.

<TABLE>
<CAPTION>

                                                   1999                                      1998
                                    -----------------------------------      --------------------------------------
                                                                 Cash                                      Cash
                                      High          Low       Dividends         High          Low       Dividends
                                      Price        Price      Declared          Price        Price      Declared
                                     -------      --------    ---------        -------      -------    -----------
         <S>                       <C>              <C>          <C>           <C>          <C>           <C>        

         March 31                  $  23.125        18.750       .46           27.812       24.750        .44
         June 30                      22.500        19.000       .46           26.687       24.062        .44
         September 30                 22.125        19.875       .46           26.500       20.500        .44
         December 31                  20.813        18.750       .46           23.437       20.250        .44
</TABLE>


The following describes the registrant's sales of unregistered securities during
the  periods  covered by this  report,  each sold in reliance on Rule 506 of the
Securities Act.

The  Company  intends  to pay  regular  quarterly  distributions  to its  common
stockholders.  Future  distributions will be declared and paid at the discretion
of the Board of  Directors,  and will depend upon cash  generated  by  operating
activities,  the Company's financial  condition,  capital  requirements,  annual
distribution requirements under the REIT provisions of the Internal Revenue Code
of 1986,  as amended,  and such other  factors as the Board of  Directors  deems
relevant.  The  Company  anticipates  that  for  the  foreseeable  future,  cash
available  for  distribution  will be greater  than  earnings and profits due to
non-cash expenses,  primarily  depreciation and amortization,  to be incurred by
the  Company.  Distributions  by the  Company to the extent of its  current  and
accumulated earnings and profits for federal income tax purposes will be taxable
to stockholders as ordinary dividend income. Distributions in excess of earnings
and profits generally will be treated as a non-taxable  return of capital.  Such
distributions  have  the  effect  of  deferring  taxation  until  the  sale of a
stockholder's  common stock. In order to maintain its  qualification  as a REIT,
the Company must make annual  distributions  to  stockholders of at least 95% of
its taxable income (90% effective January 1, 2001). Under certain circumstances,
which management does not expect to occur, the Company could be required to make
distributions  in excess of cash  available for  distributions  in order to meet
such   requirements.   The  Company  currently   maintains  the  Regency  Realty
Corporation  Dividend  Reinvestment  and Stock  Purchase  Plan which enables its
stockholders to automatically reinvest distributions, as well as, make voluntary
cash payments towards the purchase of additional shares.

<PAGE>

Under the loan  agreement  with the  lenders  of the  Company's  line of credit,
distributions  may not exceed 95% of Funds from Operations  ("FFO") based on the
immediately  preceding  four  quarters.  FFO is defined in  accordance  with the
NAREIT  definition  as  described  under Item 7.,  Management's  Discussion  and
Analysis.  Also in the event of any monetary default,  the Company will not make
distributions to stockholders.

On  September  3, 1999,  the  Company  through  RCLP issued $85 million of 8.75%
Series B Cumulative  Redeemable  Preferred Units ("Series B Preferred Units") to
an institutional investor in a private placement. The issuance involved the sale
of 850,000 Series B Preferred Units for $100.00 per unit. The Series B Preferred
Units,  which may be called by the  Partnership at par on or after  September 3,
2004,  have no stated  maturity or mandatory  redemption,  and pay a cumulative,
quarterly  dividend at an annualized  rate of 8.75%. At any time after September
3,  2009,  the Series B  Preferred  Units may be  exchanged  for shares of 8.75%
Series B  Cumulative  Redeemable  Preferred  Stock of the Company at an exchange
rate of one share of Series B Preferred  Stock for one Series B Preferred  Unit.
The Series B Preferred  Units and Series B Preferred  Stock are not  convertible
into common stock of the Company.  The net proceeds of the offering were used to
reduce the Line.

On September 3, 1999, the Company through RCLP issued $75 million of 9.0% Series
C  Cumulative  Redeemable  Preferred  Units  ("Series C Preferred  Units") to an
institutional investor in a private placement. The issuance involved the sale of
750,000  Series C Preferred  Units for $100.00 per unit.  The Series C Preferred
Units,  which may be called by the  Partnership at par on or after  September 3,
2004,  have no stated  maturity or mandatory  redemption,  and pay a cumulative,
quarterly dividend at an annualized rate of 9.0%. At any time after September 3,
2009, the Series C Preferred  Units may be exchanged for shares of 9.0% Series C
Cumulative  Redeemable Preferred Stock of the Company at an exchange rate of one
share of Series C Preferred  Stock for one Series C Preferred Unit. The Series C
Preferred  Units and Series C Preferred  Stock are not  convertible  into common
stock of the Company.  The net proceeds of the offering  were used to reduce the
Line.

On  September  29, 1999,  the Company  through RCLP issued $50 million of 9.125%
Series D Cumulative  Redeemable  Preferred Units ("Series D Preferred Units") to
an institutional investor in a private placement. The issuance involved the sale
of 500,000 Series D Preferred Units for $100.00 per unit. The Series D Preferred
Units,  which may be called by the  Partnership at par on or after September 29,
2004,  have no stated  maturity or mandatory  redemption,  and pay a cumulative,
quarterly  dividend at an annualized rate of 9.125%. At any time after September
29, 2009,  the Series D Preferred  Units may be  exchanged  for shares of 9.125%
Series D  Cumulative  Redeemable  Preferred  Stock of the Company at an exchange
rate of one share of Series D Preferred  Stock for one Series D Preferred  Unit.
The Series D Preferred  Units and Series D Preferred  Stock are not  convertible
into common stock of the Company.  The net proceeds of the offering were used to
reduce the Line.

During 1998, the Company  acquired 43 shopping  centers and joint ventures for a
total investment of $384.3 million ("1998 Acquisitions").  With respect to these
acquisitions,  during 1999, the Company paid contingent  consideration valued at
$9.0 million  consisting of 69,555 Units, 3,768 shares of common stock, and $7.0
million.  During 2000, the Company may pay contingent  consideration of up to an
estimated $7.5 million,  through the issuance of Units, stock and the payment of
cash.

On June 29, 1998, the Company through RCLP issued $80 million of 8.125% Series A
Cumulative  Redeemable  Preferred  Units  ("Series  A  Preferred  Units")  to an
institutional investor in a private placement. The issuance involved the sale of
1.6 million Series A Preferred Units for $50.00 per unit. The Series A Preferred
Units, which may be called by the Company at par on or after June 25, 2003, have
no stated  maturity or mandatory  redemption,  and pay a  cumulative,  quarterly
dividend at an annualized  rate of 8.125%.  At any time after June 25, 2008, the
Series A  Preferred  Units  may be  exchanged  for  shares  of  8.125%  Series A
Cumulative  Redeemable Preferred Stock of the Company at an exchange rate of one
share of Series A Preferred  Stock for one Series A Preferred Unit. The Series A
Preferred  Units and Series A Preferred  Stock are not  convertible  into common
stock of the Company.

In November  1998, the Company  acquired Park Place shopping  center in exchange
for  79,466  Units of  Regency  Centers,  L.P.  valued  at $26 per Unit plus the
assumption of debt secured by Park Place.  During 1999,  3,682  additional units
were issued as contingent consideration.

<PAGE>

The Company acquired 35 shopping  centers during 1997 (the "1997  Acquisitions")
for  approximately  $395.7  million.  Included in the 1997  Acquisitions  are 26
shopping centers acquired from Branch Properties  ("Branch") for $232.4 million.
During 1999, the Company issued  298,064  additional  Units and shares of common
stock  valued at $5.9  million  to Branch as  contingent  consideration  for the
satisfaction of certain performance criteria of the properties acquired.  During
1998,  the Company issued  721,997  additional  Units and shares of common stock
valued  at  $18.2  million  to  Branch  as  contingent   consideration  for  the
satisfaction  of certain  performance  criteria of the properties  acquired.  In
connection  with the Units and shares of common  stock issued to Branch in March
1998,  SC-USREALTY  acquired  435,777  shares at $22.125 per share in accordance
with their rights to purchase common stock.


During 1999, the holders of all of Regency's Class B stock  converted  2,500,000
shares into 2,975,468 shares of common stock.

Under the loan  agreement  with the  lenders  of the  Company's  line of credit,
distributions  may not exceed 95% of Funds from Operations  ("FFO") based on the
immediately  preceding  four  quarters.  FFO is defined in  accordance  with the
NAREIT  definition  as  described  under Item 7.,  Management's  Discussion  and
Analysis.  Also in the event of any monetary default,  the Company will not make
distributions to stockholders.



Item 6.  Selected Consolidated Financial Data
(in thousands, except per share data and number of properties)

The following table sets forth Selected Financial Data on a historical basis for
the five years ended December 31, 1999, for the Company. This information should
be read in conjunction with the financial  statements of the Company  (including
the related  notes  thereto)  and  Management's  Discussion  and Analysis of the
Financial  Condition and Results of Operations,  each included elsewhere in this
Form 10-K.  This  historical  Selected  Financial Data has been derived from the
audited financial statements.


<PAGE>


<TABLE>
<CAPTION>

                                                            1999            1998          1997          1996          1995
                                                            ----            ----          ----          ----          ----
<S>                                                 <C>                <C>           <C>           <C>           <C>    


Operating Data:
Revenues:
  Rental revenues                                   $      278,960        130,487        88,855        43,433         31,555
  Other non-rental revenues                                 18,239         11,863         8,448         3,444          2,426
  Equity in income of investments
     in real estate partnerships                             4,688            946            33            70              4
                                                      -------------    -----------   -----------   -----------   ------------
      Total revenues                                       301,887        143,296        97,336        46,948         33,985
                                                      -------------    -----------   -----------   -----------   ------------

Operating expenses:
  Operating, maintenance and real
  estate taxes                                              67,457         30,844        22,904        12,065          8,683
  General and administrative                                19,747         15,064         9,964         6,048          4,894
  Depreciation and amortization                             48,612         25,046        16,303         8,059          5,854
                                                      -------------    -----------   -----------   -----------   -----------
-  Total operating expenses                                135,816         70,954        49,171        26,172         19,431
                                                      -------------    -----------   -----------   -----------   ------------

Interest expense, net of interest income                    57,870         26,829        18,667        10,811          8,969
                                                      -------------    -----------   -----------   -----------   ------------
  Income before minority interests and sale of
       real estate investments                             108,201         45,513        29,498         9,965          5,585

(Loss) gain on sale of real estate investments                (233)        10,726           451             -              -
                                                      -------------    -----------   -----------   -----------   ------------

     Income before minority interests                      107,968         56,239        29,948         9,965          5,585

Minority interest of exchangeable
    operating partnership units                             (2,898)        (1,826)       (2,042)            -              -
Minority interest of limited partners                       (2,856)          (464)         (505)            -              -
Minority interest preferred unit distribution              (12,368)        (3,359)            -             -              -
                                                      -------------   -----------   -----------   -----------   ------------
     Net income                                             89,846         50,590        27,402         9,965          5,585
Preferred stock dividends                                   (2,245)             -             -            58            591
                                                      -------------   -----------   -----------   -----------   ------------
     Net income for common stockholders             $       87,601         50,590       $27,402         9,907          4,994
                                                      =============   ============  ===========   ===========   ============
Earnings per share:
     Basic                                          $         1.61           1.80          1.28          0.82           0.75
                                                      =============   ============  ===========   ===========   ============

     Diluted                                        $         1.61           1.75          1.23          0.82           0.75
                                                      =============    ===========  ===========   ===========   ============

Other Data:
  Common stock outstanding                                  56,924         25,489        23,992        13,590          9,704
  Common Units, preferred stock and Class B
     common stock outstanding                                3,565          4,337         3,550            29              -
  Company owned gross leasable area                         24,769         14,652         9,981         5,512          3,981
  Number of properties (at end of period)                      216            129            89            50             36
  Ratio of earnings to fixed charges                           1.9            2.1           2.3           1.8            1.5
                            

Balance Sheet Data:
  Real estate investments at cost                    $   2,636,193      1,250,332       834,402       393,403        279,046
  Total assets                                           2,654,936      1,240,107       826,849       386,524        271,005
  Total debt                                             1,011,967        548,126       278,050       171,607        115,617
  Stockholders' equity                                   1,247,249        550,741       513,627       206,726        147,007

</TABLE>


<PAGE>


7.  Management's Discussion and Analysis of Financial Condition and Results of
    Operations

The following  discussion  should be read in conjunction  with the  accompanying
Consolidated   Financial   Statements   and  Notes  thereto  of  Regency  Realty
Corporation ("Regency" or "Company") appearing elsewhere within.

Organization

The Company is a qualified  real estate  investment  trust  ("REIT") which began
operations in 1993.  The Company  invests in real estate  primarily  through its
general partnership interest in Regency Centers, L.P., ("RCLP" or "Partnership")
an operating  partnership in which the Company currently owns  approximately 97%
of the outstanding  common  partnership  units ("Units").  Of the 216 properties
included in the Company's  portfolio at December 31, 1999, 198  properties  were
owned either fee simple or through  partnership  interests by RCLP.  At December
31,  1999,  the  Company  had  an  investment  in  real  estate,   at  cost,  of
approximately $2.6 billion of which $2.4 billion or 96% was owned by RCLP.

Shopping Center Business

     The  Company's  principal  business  is owning,  operating  and  developing
grocery  anchored  neighborhood  shopping  centers  which are  located in infill
locations or high growth corridors. The Company's properties (both operating and
under  construction)  summarized  by  state  and in order  by  largest  holdings
including their gross leasable areas (GLA) follows: 
<TABLE>
<CAPTION>

                                        December 31, 1999                              December 31, 1998
                                        -----------------                              -----------------
          Location        # Properties        GLA          % Leased *   # Properties      GLA           % Leased *
          --------        ------------      ---------      ----------   ------------  -----------       ----------
     <S>                      <C>         <C>                 <C>             <C>         <C>              <C>
 
     Florida                   48          5,909,534          91.7%            46          5,728,347        92.0%
     California                36          3,858,628          98.2%             -                  -           -
     Texas                     29          3,849,549          94.2%             5            479,900        86.3%
     Georgia                   27          2,716,763          92.3%            27          2,737,590        93.4%
     Ohio                      14          1,923,100          98.1%            13          1,786,521        96.8%
     North Carolina            12          1,241,639          97.9%            12          1,239,783        98.3%
     Washington                 9          1,066,962          98.1%             -                  -           -
     Colorado                  10            903,502          98.0%             5            447,569        95.2%
     Oregon                     7            616,070          94.2%             -                  -           -
     Alabama                    5            516,061          99.5%             5            516,060        99.0%
     Arizona                    2            326,984          99.7%             -                  -           -
     Tennessee                  3            271,697          98.9%             4            295,179        96.8%
     Michigan                   3            250,655          98.7%             2            177,929        99.0%
     Delaware                   1            232,754          96.3%             1            232,752        94.8%
     Kentucky                   1            205,061          91.8%             1            205,060        95.6%
     Virginia                   2            197,324          96.1%             2            197,324        97.7%
     Mississippi                2            185,061          96.6%             2            185,061        97.6%
     Illinois                   1            178,600          85.9%             1            178,600        86.9%
     South Carolina             2            162,056          98.8%             2            162,056       100.0%
     Missouri                   1             82,498          95.8%             1             82,498        99.8%
     Wyoming                    1             75,000             -              -                  -           -
                              ---         ----------          -----           ---         ----------       ------
         Total                216         24,769,498          95.0%           129         14,652,229        94.3%
                              ===         ==========          =====           ===         ==========       ======
</TABLE>



          * Excludes properties under construction

<PAGE>

The Company is focused on building a platform of grocery  anchored  neighborhood
shopping  centers because grocery stores provide  convenience  shopping of daily
necessities,  foot  traffic for adjacent  local  tenants,  and should  withstand
adverse  economic  conditions.  The Company's  current  investment  markets have
continued to offer strong stable economies, and accordingly, the Company expects
to  realize  growth in net  income as a result of  increasing  occupancy  in the
portfolio,  increasing  rental rates,  development  and  acquisition of shopping
centers in targeted markets, and redevelopment of existing shopping centers. The
following  table  summarizes  the four largest  grocery  tenants  occupying  the
Company's shopping centers at December 31, 1999:


<TABLE>
<CAPTION>

        Grocery Anchor         Number of          % of          % of Annualized     Avg Remaining
                                Stores *         Total GLA          Base Rent          Lease Term
        --------------        ----------        ----------      ----------------   --------------- 
            <S>                   <C>              <C>                <C>                <C>             

            Kroger                53               12.2%              10.8%              16 yrs
            Publix                36                6.4%               4.4%              12 yrs
            Safeway               33                5.0%               4.4%              10 yrs
            Albertsons            20                2.9%               2.8%              14 yrs

<FN>
          * Includes grocery owned stores
</FN>

</TABLE>



Acquisition and Development of Shopping Centers

On  September  23,  1998,  the  Company  entered  into an  Agreement  of  Merger
("Agreement")  with Pacific  Retail  Trust  ("Pacific"),  a privately  held real
estate  investment trust. The Agreement,  among other matters,  provided for the
merger of Pacific  into  Regency,  and the  exchange of each  Pacific  common or
preferred  share into 0.48  shares of Regency  common or  preferred  stock.  The
stockholders  approved  the  merger at a Special  Meeting of  Stockholders  held
February 26, 1999. At the time of the merger,  Pacific owned 71 retail  shopping
centers that were operating or under  construction  containing 8.4 million SF of
gross  leaseable  area. On February 28, 1999,  the effective date of the merger,
the Company  issued equity  instruments  valued at $770.6 million to the Pacific
stockholders in exchange for their  outstanding  common and preferred shares and
units. The total cost to acquire Pacific was approximately  $1.157 billion based
on the value of Regency shares issued,  including the assumption of $379 million
of outstanding  debt and other  liabilities of Pacific,  and closing costs.  The
price per share used to determine  the purchase  price was $23.325  based on the
five day average of the closing stock price of Regency's common stock on the New
York Stock Exchange  immediately before,  during and after the date the terms of
the merger were agreed to and announced to the public.  The merger was accounted
for as a purchase with the Company as the acquiring entity.

During 1998, the Company  acquired 43 shopping  centers and joint ventures for a
total investment of $384.3 million ("1998 Acquisitions").  With respect to these
acquisitions,  during 1999, the Company paid contingent  consideration valued at
$9.0 million  consisting of 69,555 Units, 3,768 shares of common stock, and $7.0
million.  During 2000, the Company may pay contingent  consideration of up to an
estimated $7.5 million,  through the issuance of Units, stock and the payment of
cash.

Results from Operations

Comparison 1999 to 1998

Revenues  increased  $158.6  million  or 111% to  $301.9  million  in 1999.  The
increase  was due  primarily  to  Pacific  and the 1998  Acquisitions  providing
increases in revenues of $143.9  million  during 1999. At December 31, 1999, the
real estate  portfolio  contained  approximately  24.8  million SF and was 92.4%
leased.  Minimum rent increased  $114.7  million or 111%,  and  recoveries  from
tenants  increased  $31.8 million or 132%. On a same property  basis  (excluding
Pacific, the 1998 Acquisitions, and the office portfolio sold during 1998) gross
rental  revenues  increased  $8.9  million or 8%,  primarily  due to higher base
rents. Other non-rental revenues from property management,  leasing,  brokerage,
and development  services (service operation segment) provided on properties not
owned by the  Company  were $18.2  million  and $11.9  million in 1999 and 1998,
respectively.  This  increase of $6.3  million was the result of higher gains on
developments  sold.  During 1998,  the Company sold four office  buildings and a
parcel of land for $30.7  million,  and  recognized  a gain on the sale of $10.7
million.  As a result of these  transactions the Company's real estate portfolio
is comprised  entirely of retail  shopping  centers.  The proceeds from the sale
were used to reduce the balance of the  unsecured  acquisition  and  development
line of credit (the "Line").

<PAGE>

Operating  expenses  increased  $64.9 million or 91% to $135.8  million in 1999.
Combined  operating  and  maintenance,  and real estate  taxes  increased  $36.6
million or 118% during 1999 to $67.5  million.  The increases are due to Pacific
and the 1998 Acquisitions generating operating and maintenance expenses and real
estate tax  increases of $35.9 million  during 1999.  On a same property  basis,
operating and maintenance  expenses and real estate taxes increased  $879,000 or
3.4%.  General and  administrative  expenses  increased 32% during 1999 to $19.3
million due to the hiring of new employees and related office expenses necessary
to manage the shopping centers  acquired during 1999 and 1998.  Depreciation and
amortization increased $23.6 million during 1999 or 94% primarily due to Pacific
and the 1998 Acquisitions.

Interest  expense  increased to $60.1 million in 1999 from $28.8 million in 1998
or 109% due to  increased  average  outstanding  loan  balances  related  to the
financing  of the 1998  Acquisitions  on the Line,  the  assumption  of debt for
Pacific and the debt  offerings  completed in 1999.  Weighted  average  interest
rates decreased .05% during 1999. See further  discussion under  Acquisition and
Development of Shopping Centers and Liquidity and Capital Resources.

Net income for common  stockholders  was $87.6 million in 1999 vs. $50.6 million
in 1998,  a $37 million or 73% increase  for the reasons  previously  described.
Diluted  earnings  per  share in 1999  was  $1.61  vs.  $1.75 in 1998 due to the
increase  in net income  offset by the  dilutive  impact  from the  increase  in
weighted average common shares and equivalents of 28.6 million  primarily due to
the acquisition of Pacific.

Comparison of 1998 to 1997

Revenues  increased $46.0 million or 47% to $143.3 million in 1998. The increase
was due  primarily  to the 1998 and 1997  Acquisitions  providing  increases  in
revenues of $37.5  million  during 1998.  At December 31, 1998,  the real estate
portfolio contained  approximately 14.7 million SF and was 92.9% leased. Minimum
rent increased $33.3 million or 47%, and recoveries from tenants  increased $7.5
million  or  45%.  On a  same  property  basis  (excluding  the  1998  and  1997
Acquisitions,  and the office  portfolio sold during 1998) gross rental revenues
increased  $3.4  million or 6.7%,  primarily  due to higher  base  rents.  Other
non-rental  revenues  from  property   management,   leasing,   brokerage,   and
development  services  (service  operation  segment)  provided on properties not
owned by the Company  were $11.9  million in 1998  compared  to $8.4  million in
1997,  the increase due  primarily to  increased  brokerage  fees and  increased
activity in construction  and  development  for third parties.  During 1998, the
Company sold four office  buildings and a parcel of land for $30.7 million,  and
recognized  a  gain  on  the  sale  of  $10.7  million.  As a  result  of  these
transactions the Company's real estate portfolio is comprised entirely of retail
shopping centers.  The proceeds from the sale were used to reduce the balance of
the line of credit.

Operating  expenses  increased  $21.8  million or 44% to $71.0  million in 1998.
Combined operating and maintenance, and real estate taxes increased $7.9 million
or 35% during 1998 to $30.8 million.  The increases are due to the 1998 and 1997
Acquisitions  generating  operating and maintenance expenses and real estate tax
increases  of $9.4  million  during  1998,  partially  offset by the sale of the
office buildings.  On a same property basis,  operating and maintenance expenses
and real  estate  taxes  increased  $100,000 or 1%.  General and  administrative
expenses  increased  51% during  1998 to $15.1  million due to the hiring of new
employees and related office expenses  necessary to manage the shopping  centers
acquired  during  1998 and 1997,  as well as, the  shopping  centers the Company
began  managing  for  third  parties  during  1998 and  1997.  Depreciation  and
amortization increased $8.7 million during 1998 or 54% primarily due to the 1998
and 1997 Acquisitions.

Interest  expense  increased to $28.8 million in 1998 from $19.7 million in 1997
or 46%  due to  increased  average  outstanding  loan  balances  related  to the
financing of the 1998 and 1997  Acquisitions  on the Line and the  assumption of
debt.  Weighted  average  interest rates increased 0.1% during 1998. See further
discussion  under  Acquisition and Development of Shopping Centers and Liquidity
and Capital Resources.

Net income for common  stockholders  was $50.6 million in 1998 vs. $27.4 million
in 1997, a $23.2 million or 85% increase for the reasons  previously  described.
Diluted  earnings  per  share in 1998  was  $1.75  vs.  $1.23 in 1997 due to the
increase in net income  combined  with the dilutive  impact from the increase in
weighted  average common shares and equivalents of 7.2 million  primarily due to
the  acquisition  of Branch and Midland,  the issuance of shares to  SC-USREALTY
during 1998 and 1997, and the public offering completed in July, 1997.

<PAGE>

Liquidity and Capital Resources

Management  anticipates  that cash  generated  from  operating  activities  will
provide the necessary  funds on a short-term  basis for its operating  expenses,
interest expense and scheduled  principal payments on outstanding  indebtedness,
recurring  capital  expenditures  necessary  to properly  maintain  the shopping
centers,  and  distributions  to share and unit  holders.  Net cash  provided by
operating  activities  was $151.3  million and $65.0 million for the years ended
December 31, 1999 and 1998,  respectively.  The Company  incurred  recurring and
non-recurring  capital  expenditures   (non-recurring  expenditures  pertain  to
immediate   building   improvements  on  new   acquisitions  and  anchor  tenant
improvements  on new leases) of $21.5 million and $8.3 million,  during 1999 and
1998,  respectively.  The  Company  paid  scheduled  principal  payments of $6.1
million and $3.4 million  during 1999 and 1998,  respectively.  The Company paid
dividends and distributions of $113.1 million and $54.9 million, during 1999 and
1998, respectively, to its share and unit holders.

Management  expects  to meet  long-term  liquidity  requirements  for term  debt
payoffs  at  maturity,  non-recurring  capital  expenditures,  and  acquisition,
renovation and  development of shopping  centers from: (i) excess cash generated
from operating activities,  (ii) working capital reserves, (iii) additional debt
borrowings,  and (iv) additional  equity raised in the public markets.  Net cash
used in investing activities was $216.6 million and $236.4 million,  during 1999
and  1998,   respectively,   primarily  for  purposes   discussed   above  under
Acquisitions and Development of Shopping Centers. Net cash provided by financing
activities   was  $99.5  million  and  $174.7  million  during  1999  and  1998,
respectively, primarily related to the proceeds from the preferred unit and debt
offerings  completed during 1999 and 1998. At December 31, 1999, the Company had
50 shopping  centers or build to suit projects under  construction or undergoing
major renovations,  with costs to date of $271.3 million.  Total committed costs
necessary to complete the properties  under  development is estimated to be $135
million and will be expended through 2000.

During  1999,  the Board of Directors  authorized  the  repurchase  of up to $65
million of the Company's  outstanding  shares from time to time through periodic
open  market  transactions  or through  privately  negotiated  transactions.  At
December  31, 1999,  the Company had  repurchased  2.7 million  shares for $54.5
million. 

The  Company's  outstanding  debt at December 31, 1999 and 1998  consists of the
following (in thousands):

                                                         1999            1998
                                                         ----            ----
 Notes Payable:
     Fixed rate mortgage loans                     $    382,715         298,148
     Variable rate mortgage loans                        11,376          11,051
     Fixed rate unsecured loans                         370,696         121,296
                                                      ---------        --------
           Total notes payable                          764,787         430,495
 Acquisition and development line of credit             247,179         117,631
                                                      ---------        --------
          Total                                    $  1,011,966         548,126
                                                      =========        ========

During  February,  1999, the Company modified the terms of its unsecured line of
credit (the "Line") by increasing  the  commitment to $635 million.  This credit
agreement also provides for a competitive  bid facility of up to $250 million of
the  commitment  amount.  Maximum  availability  under  the Line is based on the
discounted value of a pool of eligible  unencumbered  assets  (determined on the
basis of  capitalized  net  operating  income) less the amount of the  Company's
outstanding unsecured liabilities. The Line matures in February 2001, but may be
extended annually for one year periods.  Borrowings under the Line bear interest
at a variable rate based on LIBOR plus a specified  spread,  (1.00%  currently),
which is dependent on the  Company's  investment  grade  rating.  The Company is
required to comply,  and is in  compliance,  with  certain  financial  and other
covenants  customary  with this type of  unsecured  financing.  These  financial
covenants  include among others (i) maintenance of minimum net worth, (ii) ratio
of total liabilities to gross asset value,  (iii) ratio of secured  indebtedness
to gross asset  value,  (iv) ratio of EBITDA to interest  expense,  (v) ratio of
EBITDA  to debt  service  and  reserve  for  replacements,  and  (vi)  ratio  of
unencumbered net operating income to interest expense on unsecured indebtedness.
The Line is used primarily to finance the  acquisition  and  development of real
estate, but is also available for general working capital purposes.

Mortgage  loans are  secured  by  certain  real  estate  properties,  and may be
prepaid, but could be subject to a yield-maintenance premium. Mortgage loans are
generally due in monthly  installments of interest and principal and mature over
various  terms  through  2019.  Variable  interest  rates on mortgage  loans are
currently  based on LIBOR  plus a spread in a range of 125  basis  points to 150
basis points. Fixed interest rates on mortgage loans range from 7.04% to 9.8%.

<PAGE>

During  1999,  the  Company  assumed  debt with a fair  value of $402.6  million
related to the acquisition of real estate,  which includes debt premiums of $4.1
million based upon the above market interest rates of the debt instruments. Debt
premiums are being amortized over the terms of the related debt instruments.

On April 15, 1999 the Company,  through RCLP, completed a $250 million unsecured
debt  offering in two tranches.  The Company  issued $200 million 7.4% notes due
April 1, 2004, priced at 99.922% to yield 7.42%, and $50 million 7.75% notes due
April 1, 2009,  priced at 100%.  The net proceeds of the  offering  were used to
reduce the balance of the Line.

As of December 31, 1999, scheduled principal repayments on notes payable and the
Line were as follows (in thousands):

                                      Scheduled
                                       Principal       Term Loan        Total
  Scheduled Payments by Year           Payments      Maturities       Payments
                                  --------------- -------------- ---------------

  2000                           $      5,711         92,942          98,653
  2001                                  8,053        293,027         301,080
  2002                                  4,943         44,091          49,034
  2003                                  4,933         13,299          18,232
  2004                                  5,327        199,866         205,193
  Beyond 5 Years                       36,883        290,365         327,248
  Net unamortized debt premiums             -         12,527          12,527
                                       ------        -------       ---------
       Total                     $     65,850        946,117       1,011,967
                                       ======        =======       =========


Unconsolidated  partnerships  and joint  ventures had mortgage  loans payable of
$50.3  million at December 31, 1999,  and the Company's  proportionate  share of
these loans was $21.2 million.

The  Company  qualifies  and  intends to continue to qualify as a REIT under the
Internal  Revenue  Code.  As a REIT,  the  Company is allowed to reduce  taxable
income  by  all  or  a  portion  of  its   distributions  to  stockholders.   As
distributions  have exceeded  taxable  income,  no provision for federal  income
taxes has been made.  While the Company  intends to continue to pay dividends to
its stockholders, it also will reserve such amounts of cash flow as it considers
necessary for the proper  maintenance and improvement of its real estate,  while
still maintaining its qualification as a REIT.

The Company's  real estate  portfolio has grown  substantially  during 1999 as a
result of the acquisitions and development  discussed above. The Company intends
to  continue to acquire and develop  shopping  centers in the near  future,  and
expects to meet the related  capital  requirements  from borrowings on the Line.
The Company expects to repay the Line from time to time from  additional  public
and private equity or debt offerings, such as those completed in previous years.
Because such acquisition and development activities are discretionary in nature,
they are not  expected  to burden  the  Company's  capital  resources  currently
available for liquidity requirements.  The Company expects that cash provided by
operating activities, unused amounts available under the Line, and cash reserves
are adequate to meet liquidity requirements.

New Accounting Standards and Accounting Changes

The  Financial   Accounting   Standards  Board  issued  Statement  of  Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities " (FAS 133), which is effective for all fiscal quarters of all fiscal
years  beginning  after  June  15,  2000.  FAS 133  establishes  accounting  and
reporting standards for derivative  instruments and hedging activities.  FAS 133
requires  entities to recognize all  derivatives as either assets or liabilities
in the balance sheet and measure those  instruments  at fair value.  The Company
does not believe FAS 133 will materially effect its financial statements.

Environmental Matters

The Company like others in the commercial  real estate  industry,  is subject to
numerous  environmental  laws and  regulations and the operation of dry cleaning
plants at the Company's shopping centers is the principal environmental concern.
The Company  believes  that the dry cleaners are  operating in  accordance  with
current laws and  regulations  and has  established  procedures to monitor their
operations. The Company has approximately 38 properties that will require or are
currently  undergoing  varying  levels  of  environmental   remediation.   These
remediations are not expected to have a material financial effect on the Company
due to financial  statement reserves and various  state-regulated  programs that
shift  the  responsibility  and  cost for  remediation  to the  state.  Based on
information presently available, no additional  environmental accruals were made
and management believes that the ultimate disposition of currently known matters
will not  have a  material  effect  on the  financial  position,  liquidity,  or
operations of the Company.

<PAGE>

Inflation

Inflation has remained relatively low during 1999 and 1998 and has had a minimal
impact  on  the  operating   performance  of  the  shopping  centers;   however,
substantially all of the Company's  long-term leases contain provisions designed
to mitigate the adverse impact of inflation.  Such  provisions  include  clauses
enabling  the Company to receive  percentage  rentals  based on  tenants'  gross
sales, which generally increase as prices rise, and/or escalation clauses, which
generally increase rental rates during the terms of the leases.  Such escalation
clauses are often  related to increases  in the consumer  price index or similar
inflation  indices.  In addition,  many of the Company's leases are for terms of
less than ten years,  which  permits  the Company to seek  increased  rents upon
re-rental at market rates.  Most of the Company's  leases require the tenants to
pay their share of operating expenses,  including common area maintenance,  real
estate taxes,  insurance and utilities,  thereby reducing the Company's exposure
to increases in costs and operating expenses resulting from inflation.

Year 2000 System Compliance

Management recognized the potential effect Year 2000 could have on the Company's
operations  and, as a result,  implemented a Year 2000 Compliance  Project.  The
project  included an awareness phase, an assessment  phase, a renovation  phase,
and a testing  phase of the data  processing  network,  accounting  and property
management  systems,  computer and operating  systems,  software  packages,  and
building management  systems.  The project also included surveying major tenants
and financial institutions.  The Company's computer hardware, operating systems,
business  systems,  general  accounting  and  property  management  systems  and
principal desktop software  applications are Year 2000 compliant.  Additionally,
the Company  did not incur and does not expect any  business  interruption  as a
result of any of its  customers  or financial  institutions  not being Year 2000
compliant.



Item 7a.  Quantitative and Qualitative Disclosures About Market Risk

Market Risk

The Company is exposed to interest  rate  changes  primarily  as a result of its
line of credit and  long-term  debt used to maintain  liquidity and fund capital
expenditures and expansion of the Company's real estate investment portfolio and
operations.  The Company's  interest rate risk management  objective is to limit
the impact of interest  rate changes on earnings and cash flows and to lower its
overall borrowing costs. To achieve its objectives the Company borrows primarily
at fixed  rates and may enter  into  derivative  financial  instruments  such as
interest rate swaps,  caps and treasury  locks in order to mitigate its interest
rate risk on a related financial  instrument.  The Company has no plans to enter
into derivative or interest rate transactions for speculative  purposes,  and at
December  31,  1999,  the  Company  did not  have  any  borrowings  hedged  with
derivative financial instruments.

The Company's interest rate risk is monitored using a variety of techniques. The
table below presents the principal  amounts  maturing (in  thousands),  weighted
average  interest rates of remaining  debt, and the fair value of total debt (in
thousands), by year of expected maturity to evaluate the expected cash flows and
sensitivity to interest rate changes.

<TABLE>
<CAPTION>
                                                                                                                          Fair
                                        2000        2001       2002       2003       2004      Thereafter     Total       Value
                                        ----        ----       ----       ----       ----      ----------     -----       -----
<S>                                    <C>        <C>         <C>        <C>        <C>         <C>          <C>         <C>

Fixed rate debt                        98,521      42,656     49,034     18,232     205,193     327,248      740,884     753,411
Average interest rate for all debt       7.72%       7.81%      7.78%      7.70%       7.66%       7.81%           -           -

Variable rate LIBOR debt                  131     258,424          -          -           -           -      258,555     258,555
Average interest rate for all debt       6.13%       6.13%         -          -           -           -            -           -
</TABLE>




As the table  incorporates  only those  exposures  that exist as of December 31,
1999, it does not consider those  exposures or positions which could arise after
that date.  Moreover,  because firm  commitments  are not presented in the table
above,  the information  presented  therein has limited  predictive  value. As a
result,  the Company's  ultimate  realized gain or loss with respect to interest
rate fluctuations will depend on the exposures that arise during the period, the
Company's hedging strategies at that time, and interest rates.

<PAGE>

Forward Looking Statements

This report contains certain forward-looking statements (as such term is defined
in the  Private  Securities  Litigation  Reform  Act of  1995)  and  information
relating  to the  Company  that  is  based  on  the  beliefs  of  the  Company's
management,  as well as assumptions made by and information  currently available
to  management.  When  used in this  report,  the words  "estimate,"  "project,"
"believe," "anticipate," "intend," "expect" and similar expressions are intended
to  identify  forward-looking  statements.  Such  statements  involve  known and
unknown  risks,  uncertainties  and other  factors  that may  cause  the  actual
results,  performance or achievements of the Company, or industry results, to be
materially  different  from any  future  results,  performance  or  achievements
expressed or implied by such forward-looking  statements.  Such factors include,
among others, the following:  general economic and business conditions;  changes
in customer preferences;  competition; changes in technology; the integration of
acquisitions,  including Pacific; changes in business strategy; the indebtedness
of the Company;  quality of management,  business  abilities and judgment of the
Company's  personnel;  the  availability,  terms and deployment of capital;  and
various  other factors  referenced in this report.  Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date  hereof.  The Company does not  undertake  any  obligation  to publicly
release any revisions to these  forward-looking  statements to reflect events or
circumstances   after  the  date  hereof  or  to  reflect  the   occurrence   of
unanticipated events.


Item 8.   Consolidated Financial Statements and Supplementary Data

The Consolidated  Financial  Statements and supplementary  data included in this
Report are listed in Part IV, Item 14(a).



Item 9.   Changes in and Disagreements with Accountants on Accounting and 
          Financial Disclosure

None.


                                    PART III


Item 10.  Directors and Executive Officers of the Registrant

Information  concerning the directors of the Company is  incorporated  herein by
reference  to the  Company's  definitive  proxy  statement  to be filed with the
Securities and Exchange  Commission  within 120 days after the end of the fiscal
year  covered  by this Form 10-K with  respect  to its 2000  Annual  Meeting  of
Shareholders.  The following table provides information concerning the executive
officers of the Company



 Executive Officer          Positions with the Company
     (Age)                 Principal Occupations During the Past Five Years
                           -------------------------------------------------

Martin E. Stein, Jr.       Chairman, Chief Executive Officer, and Director
     (age 47)              of the Company since its initial  public  offering in
                           October  1993;  previously  President  of the
                           Company's predecessor real estate division since 1976

Mary Lou Fiala             President and Chief Operating Officer since January,
     (age 48)              1999 and  Director of (age 48) the Company since 
                           March,  1997;  Managing  Director - Security Capital
                           U.S. Realty Strategic Group  From  March  1997  to
                           January   1999;   Senior  Vice   President  and
                           Director of Stores,  New England - Macy's East/
                           Federated  Department Stores from 1994 to March
                           1997; various retailing positions since joining
                           Macy's in 1977, including Senior Vice President
                           for  Federated's  Burdines  Division  and Henri
                           Bendel.

Bruce M. Johnson           Managing Director and Chief Financial Officer of the
    (age 52)               Company  since its initial public offering in October
                           1993, and Executive Vice President of the Company's 
                           predecessor real estate division since 1979.





<PAGE>



Item 11.   Executive Compensation

Incorporated herein by reference to the Company's  definitive proxy statement to
be filed with the Securities and Exchange  Commission  within 120 days after the
end of the fiscal year covered by this Form 10-K with respect to its 2000 Annual
Meeting of Shareholders.



Item 12.   Security Ownership of Certain Beneficial Owner and Management

Incorporated herein by reference to the Company's  definitive proxy statement to
be filed with the Securities and Exchange  Commission  within 120 days after the
end of the fiscal year covered by this Form 10-K with respect to its 2000 Annual
Meeting of Shareholders.



Item 13.   Certain Relationships and Related Transactions

Incorporated herein by reference to the Company's  definitive proxy statement to
be filed with the Securities and Exchange  Commission  within 120 days after the
end of the fiscal year covered by this Form 10-K with respect to its 2000 Annual
Meeting of Shareholders.


                                     PART IV



Item 14.   Exhibits, Financial Statement Schedules, and Reports on Form 8-K

     (a) Financial Statements and Financial Statement Schedules:

The  Company's  1999  financial  statements  and financial  statement  schedule,
together  with the  reports  of KPMG LLP are  listed  on the  index  immediately
preceding the financial statements at the end of this report.

     (b) Reports on Form 8-K:

None



<PAGE>
   (c)  Exhibits:

2.       Agreement  and Plan of Merger  dated as of  September  23, 1998 between
         Regency Realty  Corporation and Pacific Retail Trust  (incorporated  by
         reference to Exhibit 2.1 to the  registration  statement on Form S-4 of
         Regency Realty Corporation, No. 333-65491)

3.       Articles of Incorporation and Bylaws

          (i)   Restated Articles of Incorporation of Regency Realty Corporation
                as amended to date.

         (ii)  Restated Bylaws of Regency Realty Corporation.

4.        (a)  See exhibits 3(i) and 3(ii) for provisions of the Articles of  
               Incorporation  and Bylaws of Regency Realty Corporation defining 
               rights of security holders.

          (b)   Indenture dated July 20, 1998 between Regency  Centers,  L.P.,
                the guarantors named therein and First Union National Bank, as
                trustee  (incorporated  by  reference  to  Exhibit  4.1 to the
                registration  statement on Form S-4 of Regency Centers,  L.P.,
                No. 333-63723).

          (c)   Indenture dated March 9, 1999 between Regency  Centers,  L.P.,
                the guarantors named therein and First Union National Bank, as
                trustee  (incorporated  by  reference  to  Exhibit  4.1 to the
                registration  statement on Form S-3 of Regency Centers,  L.P.,
                No. 333-72899)

10.      Material Contracts

         ~(a)   Regency  Realty  Corporation  1993 Long Term  Omnibus
                Plan,  as  amended,  (incorporated  by  reference  to
                Exhibit 10(a) to the Company's Form 10-Q filed August 11, 1999)

        ~*(b)   Form of Stock Purchase Award Agreement

        ~*(c)   Form of Management Stock Pledge Agreement, relating to the Stock
                Purchase Award Agreement filed as Exhibit 10(b)

        ~*(d)   Form of Promissory Note, relating to the Stock Purchase Award 
                Agreement filed as Exhibit 10(b)

        ~*(e)   Form of Option Award Agreement for Key Employees

        ~*(f)   Form of Option Award Agreement for Non-Employee Directors

        ~*(g)   Annual Incentive for Management Plan

        ~*(h)   Form of Director/Officer Indemnification Agreement


-------------------------
~       Management contract or compensatory plan or arrangement filed 
        pursuant to S-K 601(10)(iii)(A).
*       Included as an exhibit to Pre-effective Amendment No. 2 to the Company's
        registration  statement on Form S-11 filed October 5, 1993 (33-67258),
        and incorporated herein by reference


<PAGE>

         ~*(i)    Form of  Non-Competition  Agreement between Regency Realty
                  Corporation and Joan W. Stein, Robert L. Stein,  Richard W.
                  Stein, the Martin E. Stein Testamentary  Trust A and the
                  Martin E. Stein Testamentary Trust B.

           (j)   The following documents,  all dated November 5, 1993,
                 relating to a $51 million loan from Salomon  Brothers
                 Inc. to corporations and subsidiaries wholly owned by
                 the  Company   (incorporated   by  reference  to  the
                 Company's Form 10-Q filed December 13, 1993)

                     (i)     Loan  Agreement  between  RSP IV  Criterion,
                             Ltd., Regency Rosewood Temple Terrace, Ltd.,
                              Treasure  Coast  Investors,   Ltd.,  Landcom
                             Regency  Mandarin,  Ltd.,  RRC FL SPC, Inc.,
                             RRC AL SPC,  Inc., RRC MS SPC, Inc., and RRC
                              GA SPC, Inc. (as  borrowers) and RRC Lender,
                             Inc. (as lender)

          (ii)     Promissory Note in the original principal amount of $51 
                   million

         (iii)     Undertaking executed by the Registrant and RRC FL SPC, Inc.,
                   RRC AL SPC, Inc., RRC MS SPC, Inc., and RRC GA SPC, Inc.

          (iv)     Certificate  Purchase  Agreement  between  RRC  Lender,  Inc.
                   (as  seller)  and  Salomon Brothers, Inc.( as lender)

           (k)     The following documents relating to the purchase by Security
                   Capital U.S.  Realty and Security Capital Holdings, S.A. of 
                   up to 45% of the Registrant's outstanding common stock:

   ++      (i)      Stock Purchase Agreement dated June 11, 1996.

   ++     (ii)     Stockholders' Agreement dated July 10, 1996.

                        (A)     First  Amendment  of   Stockholders'
                                Agreement  dated  February  10, 1997
                                (incorporated  by  reference  to the
                                Company's   Form  8-K  report  filed
                                March 14, 1997)

                        (B)     Amendment  No.  2  to  Stockholders'
                                Agreement  dated  December  4,  1997
                                (incorporated    by   reference   to
                                Exhibit 6.2 to Schedule  13D/A filed
                                by Security Capital U.S.
                                Realty on December 11, 1997)

--------------------------
~     Management contract or compensatory plan or arrangement filed pursuant to
      S-K 601(10)(iii)(A).
*     Included as an exhibit to Pre-effective Amendment No. 2 to the Company's
      registration statement on Form S-11 filed October 5, 1993 (33-67258), and
      incorporated herein by reference
++    Filed as appendices to the Company's definitive proxy statement dated
      August 2, 1996 and incorporated herein by reference.



<PAGE>



                        (C)     Amendment  No.  3  to   Stockholders
                                Agreement  dated  September 23, 1998
                                (incorporated    by   reference   to
                                Exhibit 8.2 to Schedule  13D/A filed
                                by Security  Capital U.S.  Realty on
                                October 2, 1998)

        ++       (iii)    Registration Rights Agreement dated July 10, 1996.

        (l)    Stock Grant Plan adopted on January 31, 1994 to grant
                 stock to employees  (incorporated by reference to the
                 Company's Form 10-Q filed May 12, 1994).

     ~@ (m)    Criteria for Restricted Stock Awards under 1993 Long Term 
                Omnibus Plan.

     ~@ (n)    Form of 1996 Stock Purchase Award Agreement.

      @ (o)    Form of 1996  Management  Stock Pledge  Agreement
                relating to the Stock Purchase Award  Agreement filed
                as Exhibit 10(o).

     ~@ (p)    Form of Promissory Note relating to 1996 Stock Purchase Award 
                Agreement filed as Exhibit 10(o).

        (q)    Third Amended and Restated Agreement of Limited Partnership of 
                Regency Centers,  L.P., as amended.

        (r)    Amended and  Restated  Credit  Agreement  dated as of
                February 26, 1999 by and among Regency Centers, L.P.,
                a  Delaware  limited  partnership  (the  "Borrower"),
                Regency  Realty  Corporation,  a Florida  corporation
                (the  "Parent"),  each of the financial  institutions
                initially  a  signatory  hereto  together  with their
                assignees,  (the  "Lenders"),  and Wells  Fargo Bank,
                National Association,  as contractual  representative
                of the  Lenders  to  the  extent  and  in the  manner
                provided.

                (i)     Letter   Agreement  dated  August  30,  1999
                        amending  the  Amended and  Restated  Credit
                        Agreement dated February 26, 1999.

               (ii)     Letter  Agreement  dated  October  29,  1999
                        amending  the  Amended and  Restated  Credit
                        Agreement dated February 26, 1999.

        (s)       Purchase and Sale Agreemendment dated as of December 22,
                    1999 between  Regency Realty Group, Inc. and Security
                    Capital Holdings,  S.A. for the purchase of all
                    outstanding voting stock in PRT Development Corporation.

         21.Subsidiaries of the Registrant

         23.Consent of KPMG LLP

         27.Financial Data Schedule

--------------------------
~    Management contract or compensatory plan or arrangement filed pursuant
     to S-K 601(10)(iii)(A).
++   Filed as appendices to the Company's definitive proxy statement dated
     August 2, 1996 and incorporated herein by reference. @ Filed as an exhibit
     to the Company's Form 10-K filed March 25, 1997 and incorporated herein by 
     reference.


<PAGE>

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated:

Date:    March 17, 2000                       /s/ Martin E. Stein, Jr.
                                       ------------------------
                                              Martin E. Stein, Jr.,
                                              Chairman of the Board and
                                              Executive Officer

Date:    March 17, 2000                       /s/ Mary Lou Fiala
                                       ------------------------
                                              Mary Lou Rogers, 
                                              President, Chief Operating Officer
                                              and Director

Date:    March 17, 2000                       /s/ Thomas B. Allin
                                       ------------------------
                                              Thomas B. Allin, Director

Date:    March 17, 2000                       /s/ Raymond L. Bank
                                       ------------------------
                                              Raymond L. Bank, Director

Date:    March 17, 2000                       /s/ A. R. Carpenter
                                       ------------------------
                                              A. R. Carpenter, Director

Date:    March 17, 2000                       /s/ Jeffrey A. Cozad
                                       -------------------------
                                              Jeffrey A. Cozad, Director

Date:    March 17, 2000                       /s/ J. Dix Druce, Jr.
                                       -------------------------
                                              J. Dix Druce, Jr., Director

Date:    March 17, 2000                       /s/ John T. Kelley
                                       -------------------------
                                              John T. Kelley, Director

Date:    March 17, 2000                       /s/ Douglas S. Luke
                                       -------------------------
                                              Douglas S. Luke, Director

Date:    March 17, 2000                       /s/ John C. Schweitzer
                                       -------------------------
                                              John C. Schweitzer, Director

Date:    March 17, 2000                       /s/ Lee Wielansky
                                       -------------------------
                                              Lee Wielansky, Director

Date:    March 17, 2000                       /s/ Terry N. Worrell
                                       -------------------------
                                              Terry N. Worrell, Director

<PAGE>


                            REGENCY REALTY CORPORATION
                           INDEX TO FINANCIAL STATEMENTS




Regency Realty Corporation

 Independent Auditors' Report                                                F-2
 Consolidated Balance Sheets as of December 31, 1999 and 1998                F-3
 Consolidated Statements of Operations for the years ended
     December 31, 1999, 1998, and 1997                                       F-4
 Consolidated Statements of Stockholders'Equity for the years ended
     December 31, 1999, 1998 and 1997                                        F-5
 Consolidated Statements of Cash Flows for the years ended
     December 31, 1999, 1998, and 1997                                       F-7
 Notes to Consolidated Financial Statements                                  F-9


Financial Statement Schedule

  Independent Auditors' Report on Financial Statement Schedule               S-1

  Schedule III - Regency Realty Corporation Combined Real Estate and
      Accumulated Depreciation - December 31, 1999                           S-2



  All other  schedules  are omitted  because they are not  applicable or because
  information  required  therein is shown in the  financial  statements or notes
  thereto.


                                      F-1


<PAGE>





                          Independent Auditors' Report


The Shareholders and Board of Directors
Regency Realty Corporation:


We have audited the accompanying  consolidated  balance sheets of Regency Realty
Corporation  as of  December  31, 1999 and 1998,  and the  related  consolidated
statements of operations,  stockholders'  equity, and cash flows for each of the
years in the  three-year  period ended  December 31,  1999.  These  consolidated
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the  financial  position of Regency  Realty
Corporation  as of  December  31,  1999  and  1998,  and the  results  of  their
operations and their cash flows for each of the years in the  three-year  period
ended  December  31,  1999 in  conformity  with  generally  accepted  accounting
principles.





                                                          KPMG LLP





Jacksonville, Florida
January 26, 2000


                               F-2


<PAGE>

                        REGENCY REALTY CORPORATION
                       Consolidated Balance Sheets
                         December 31, 1999 and 1998


<TABLE>
<CAPTION>


                                                                                       1999                     1998
                                                                                     -------                   ------
<S>                                                                              <C>                       <C>       

Assets
Real estate investments, at cost (notes 2, 5 and 9):
    Land                                                                         $   567,673,872              257,669,018
    Buildings and improvements                                                     1,834,279,432              925,514,995
    Construction in progress - development for investment                             81,995,169               15,647,659
    Construction in progress - development for sale                                   85,305,724               20,869,915
                                                                                   --------------           ---------------
                                                                                   2,569,254,197            1,219,701,587
    Less:  accumulated depreciation                                                  104,467,176               58,983,738
                                                                                   --------------           ---------------
                                                                                   2,464,787,021            1,160,717,849
    Investments in real estate partnerships (note 4)                                  66,938,784               30,630,540
                                                                                   --------------           ---------------
         Net real estate investments                                               2,531,725,805            1,191,348,389

Cash and cash equivalents                                                             54,117,443               19,919,693
Notes receivable                                                                      15,673,125                        -
Tenant receivables, net of allowance for uncollectible accounts of
    $1,883,547 and $1,787,686 at December 31, 1999
    and 1998, respectively                                                            33,515,040               16,758,917
Deferred costs, less accumulated amortization of $8,802,559 and
    $5,295,336 at December 31, 1999 and 1998, respectively                            12,530,546                6,872,023
Other assets                                                                           7,374,019                5,208,278
                                                                                   --------------          ---------------

                                                                                 $ 2,654,935,978            1,240,107,300
                                                                                   ==============          ===============
Liabilities and Stockholders' Equity
Liabilities:
    Notes payable (notes 2 and 5)                                                    764,787,207              430,494,910

    Acquisition and development line of credit (note 5)                              247,179,310              117,631,185
    Accounts payable and other liabilities                                            48,886,111               19,936,424
    Tenants' security and escrow deposits                                              7,952,707                3,110,370
                                                                                   --------------          ---------------
         Total liabilities                                                         1,068,805,335              571,172,889
                                                                                   --------------          ---------------

Preferred units (note 6)                                                             283,816,274               78,800,000
Exchangeable operating partnership units (notes 2 and 6):                             44,589,873               27,834,330
Limited partners' interest in consolidated partnerships                               10,475,321               11,558,618
                                                                                   --------------          --------------
         Total minority interest                                                     338,881,468              118,192,948
                                                                                   --------------          ---------------

Stockholders' equity (notes 2, 6, 7 and 8):
  Cumulative convertible preferred stock  Series 1 and paid 
    in capital $.01 par value per share: 542,532 shares 
    authorized; 537,107 issued and outstanding; liquidation 
    preference $20.83 per share                                                       12,528,032                        -
  Cumulative convertible preferred stock  Series 2 and paid
    in capital $.01 par value per share: 1,502,532 shares authorized;
    950,400 shares issued and outstanding; liquidation preference
    $20.83 per share                                                                  22,168,080                        -
  Common stock $.01 par value per share: 150,000,000 shares authorized;
    59,639,536 and 25,488,989 shares issued at December 31, 1999 and
    1998, respectively                                                                   596,395                  254,889
  Special common stock - 10,000,000 shares authorized: Class B $.01 par
    value per share: 2,500,000 shares issued and outstanding at 
    December 31, 1998                                                                          -                   25,000
  Treasury stock; 2,715,851 shares held at December 31, 1999, at cost                (54,536,612)                       -
  Additonal paid in capital                                                        1,304,257,610              578,466,708
  Distributions in excess of net income                                              (26,779,538)             (19,395,744)
  Stock loans                                                                        (10,984,792)              (8,609,390)
                                                                                   --------------          ---------------
           Total stockholders' equity                                              1,247,249,175              550,741,463
                                                                                   --------------          ---------------

Commitments and contingencies (notes 9 and 10)
                                                                                 $ 2,654,935,978            1,240,107,300
                                                                                   ==============          ===============

See accompanying notes to consolidated financial statements

</TABLE>

                                        F-3


<PAGE>
                                        REGENCY REALTY CORPORATION
                                   Consolidated Statements of Operations
                            For the Years ended December 31, 1999, 1998 and 1997


<TABLE>
<CAPTION>


                                                                     1999                 1998                 1997
                                                                   -------               ------               ------
<S>                                                            <C>                   <C>                  <C>       

Revenues:
    Minimum rent (note 9)                                      $   218,039,441          103,365,322           70,102,765
    Percentage rent                                                  5,000,272            3,012,105            2,151,379
    Recoveries from tenants                                         55,919,788           24,109,519           16,600,925
    Other non-rental revenues                                       18,239,486           11,862,784            8,447,615
    Equity in income of investments in
       real estate partnerships                                      4,687,944              946,271               33,311
                                                                ---------------      ---------------      ---------------
          Total revenues                                           301,886,931          143,296,001           97,335,995
                                                                ---------------      ---------------      ---------------

Operating expenses:
    Depreciation and amortization                                   48,611,519           25,046,001           16,303,159
    Operating and maintenance                                       39,204,109           18,455,672           14,212,555
    General and administrative                                      19,274,225           14,564,148            9,324,926
    Real estate taxes                                               28,253,961           12,388,521            8,691,576
    Other expenses                                                     472,526              500,000              639,000
                                                                ---------------      ---------------      ---------------
          Total operating expenses                                 135,816,340           70,954,342           49,171,216
                                                                ---------------      ---------------      ---------------

Interest expense (income):
    Interest expense                                                60,067,007           28,786,431           19,667,483
    Interest income                                                 (2,196,954)          (1,957,575)          (1,000,227)
                                                                ---------------      ---------------      ---------------
          Net interest expense                                      57,870,053           26,828,856           18,667,256
                                                                ---------------      ---------------      ---------------

          Income before minority interests and sale
            of real estate investments                             108,200,538           45,512,803           29,497,523

(Loss) gain on sale of real estate investments                        (232,989)          10,725,975              450,902
                                                                ---------------      ---------------      ---------------

          Income before minority interests                         107,967,549           56,238,778           29,948,425

Minority interest preferred unit distributions                     (12,368,403)          (3,358,333)                   -
Minority interest of exchangeable partnership units                 (2,897,778)          (1,826,273)          (2,041,823)
Minority interest of limited partners                               (2,855,404)            (464,098)            (504,947)
                                                                ---------------      ---------------      ---------------


           Net income                                               89,845,964           50,590,074           27,401,655

Preferred stock dividends                                           (2,244,593)                   -                    -
                                                                ---------------      ---------------      ---------------

           Net income for common stockholders                  $    87,601,371           50,590,074           27,401,655
                                                                ===============      ===============      ===============


Net income per share (note 7):
          Basic                                                $          1.61                 1.80                 1.28
                                                                ===============      ===============      ===============

          Diluted                                              $          1.61                 1.75                 1.23
                                                                ===============      ===============      ===============


                                            

</TABLE>


See accompanying notes to consolidated financial statements

                              F-4

<PAGE>
REGENCY REALTY CORPORATION
Consolidated Statements of Stockholders' Equity For the Years ended December 31,
1999, 1998 and 1997


<TABLE>
<CAPTION>

                                                                                                      Class B
                                              Series 1             Series 2           Common           Common           Treasury
                                           Preferred Stock      Preferred Stock        Stock           Stock             Stock
                                         -----------------    -----------------    -----------      -----------       ---------- 
<S>                                     <C>                        <C>              <C>             <C>           <C>          

Balance at
     December 31, 1996                  $               -                   -          106,149         25,000               -
Common stock issued to
     SC-USREALTY (note 6)                               -                   -           75,135              -               -
Common stock issued in
     secondary offering, net                            -                   -           25,448              -               -
Common stock issued as
     compensation, purchased by
     directors or officers, or issued
     under stock options                                -                   -            1,359              -               -
Common stock issued for
     partnership units redeemed                         -                   -           30,271              -               -
Common stock issued to
     acquire real estate                                -                   -            1,558              -               -
Partial forgiveness or
     repayment of stock loans                           -                   -                -              -               -
Cash dividends declared:
     Common stock, $1.68 per share                      -                   -                -              -               -
Net income                                              -                   -                -              -               -
                                             -------------          -----------     ----------      ----------     -----------
Balance at
     December 31, 1997                  $               -                   -          239,920         25,000               -
Common stock issued to
     SC-USREALTY (note 6)                               -                   -            4,358              -               -
Common stock issued as
     compensation, purchased by
     directors or officers, or issued
     under stock options                                -                   -            4,208              -               -
Common stock issued for
     partnership units redeemed                         -                   -              752              -               -
Common stock issued to
     acquire real estate (note 2)                       -                   -            5,651              -               -
Reallocation of minority interest                       -                   -                -              -               -
Partial forgiveness or
     repayment of stock loans                           -                   -                -              -               -
Cash dividends declared:
     Common stock, $1.76 per share                      -                   -                -              -               -
Net income                                              -                   -                -              -               -
                                             -------------          -----------     -----------     ----------     -----------
Balance at
     December 31, 1998                  $               -                   -          254,889         25,000               -
Common stock issued as
     compensation, purchased by
     directors or officers, or issued
     under stock options                                -                   -            2,499              -               -
Common stock issued or cancelled
     under stock loans                                  -                   -             (528)             -               -
Common stock issued for
     partnership units redeemed                         -                   -            3,961              -               -
Common stock issued for
     class B conversion (note 6)                        -                   -           29,755        (25,000)              -
Preferred stock issued to
     acquire Pacific (note 2)                  12,654,570          22,392,000                -              -               -
Common stock issued to
     acquire Pacific (note 2)                           -                   -          305,669              -               -
Common stock issued for
     Preferred stock conversion                  (126,538)           (223,920)             150              -               -
Repurchase of common stock (note 6)                     -                   -                -              -     (54,536,612)
Cash dividends declared:
     Common stock ($1.84 per share)
     and preferred stock                                -                   -                -              -               -
Net income                                              -                   -                -              -               -
                                              -------------        ------------     -----------     -----------   ------------
Balance at December 31, 1999            $      12,528,032          22,168,080          596,395              -     (54,536,612)
                                              =============        ============     ===========     ===========   ============

</TABLE>



See accompanying notes to consolidated financial statements.
                              F-5

<PAGE>


REGENCY REALTY CORPORATION
Consolidated Statements of Stockholders' Equity For the Years ended December 31,
1999, 1998 and 1997


<TABLE>
<CAPTION>


                                               Additional       Distributions                     Total
                                                Paid In           in exess of      Stock        Stockholders'
                                                Capital           Net Income       Loans          Equity
                                               ----------       -------------   -----------    -----------
<S>                                     <C>                   <C>                 <C>          <C>


Balance at
     December 31, 1996                  $      223,080,831      (13,981,770)      (2,504,433)     206,725,777
Common stock issued to
     SC-USREALTY (note 6)                      158,475,802                -                -      158,550,937
Common stock issued in
     secondary offering, net                    65,487,586                -                -       65,513,034
Common stock issued as
     compensation, purchased by
     directors or officers, or issued
     under stock options                         3,026,241                -                -        3,027,600
Common stock issued for
     partnership units redeemed                 81,246,827                -                -       81,277,098
Common stock issued to
     acquire real estate                         4,181,591                -                -        4,183,149
Partial forgiveness or
     repayment of stock loans                            -                -          862,181          862,181
Cash dividends declared:
     Common stock, $1.68 per share                       -      (33,914,778)               -      (33,914,778)
Net income                                               -       27,401,655                -       27,401,655
                                               ------------   --------------    -------------  ----------------
Balance at
     December 31, 1997                  $      535,498,878      (20,494,893)      (1,642,252)     513,626,653
Common stock issued to
     SC-USREALTY (note 6)                        9,637,208                -                -        9,641,566
Common stock issued as
     compensation, purchased by
     directors or officers, or issued
     under stock options                        10,746,701                -       (7,409,151)       3,341,758
Common stock issued for
     partnership units redeemed                  1,670,631                -                -        1,671,383
Common stock issued to
     acquire real estate (note 2)               14,263,472                -                -       14,269,123
Reallocation of minority interest                6,649,818                -                -        6,649,818
Partial forgiveness or
     repayment of stock loans                            -                -          442,013          442,013
Cash dividends declared:
     Common stock, $1.76 per share                       -      (49,490,925)               -      (49,490,925)
Net income                                               -       50,590,074                -       50,590,074
                                               ------------   --------------    -------------  --------------
Balance at
     December 31, 1998                  $      578,466,708      (19,395,744)      (8,609,390)     550,741,463
Common stock issued as
     compensation, purchased by
     directors or officers, or issued
     under stock options                         3,731,625                -                -        3,734,124
Common stock issued or cancelled
     under stock loans                          (1,312,203)               -        1,623,552          310,821
Common stock issued for
     partnership units redeemed                  7,591,712                -                -        7,595,673
Common stock issued for
     class B conversion (note 6)                    (4,755)               -                -                -
Preferred stock issued to
     acquire Pacific (note 2)                            -                -                -       35,046,570
Common stock issued to
     acquire Pacific (note 2)                  715,434,215                -       (3,998,954)     711,740,930
Common stock issued for
     Preferred stock conversion                    350,308                -                -                -
Repurchase of common stock (note 6)                      -                -                -      (54,536,612)
Cash dividends declared:
     Common stock ($1.84 per share)
     and preferred stock                                 -      (97,229,758)               -      (97,229,758)
Net income                                               -       89,845,964                -       89,845,964
                                             --------------   --------------    -------------  --------------
Balance at December 31, 1999           $     1,304,257,610      (26,779,538)     (10,984,792)   1,247,249,175
                                             ==============   ==============    =============  ==============
                                                                                                          
</TABLE>


See accompanying notes to consolidated financial statements.
                              F-6

<PAGE>
                REGENCY REALTY CORPORATION
          Consolidated Statements of Cash Flows
                For the Years Ended December 31, 1999, 1998 and 1997

<TABLE>
<CAPTION>


                                                                             1999                1998              1997
                                                                         ------------        ------------      -----------
<S>                                                                 <C>                  <C>                <C>         

Cash flows from operating activities:
    Net income                                                      $      89,845,964        50,590,074        27,401,655
    Adjustments to reconcile net income to net
      cash provided by operating activities:
          Depreciation and amortization                                    48,611,519        25,046,001        16,303,159
          Deferred financing cost and debt premium 
          amortization                                                        556,100          (822,276)          907,224
          Stock based compensation                                          2,411,907         2,422,547         2,561,139
          Minority interest preferred unit distributions                   12,368,403         3,358,333                 -
          Minority interest of exchangeable partnership units               2,897,778         1,826,273         2,041,823
          Minority interest of limited partners                             2,855,404           464,098           504,947
          Equity in income of investments in real estate
          partnerships                                                     (4,687,944)         (946,271)          (33,311)
          Loss (gain) on sale of real estate investments                      232,989       (10,725,975)         (450,902)
          Changes in assets and liabilities:
              Tenant receivables                                          (12,342,419)       (5,143,938)       (3,596,964)
              Deferred leasing commissions                                 (5,025,687)       (2,337,253)       (1,120,184)
              Other assets                                                     74,863        (4,059,535)       (1,641,108)
              Tenants' security and escrow deposits                         1,238,955           517,396           480,743
              Accounts payable and other liabilities                       12,264,438         4,811,991          (314,001)
                                                                      ----------------   ---------------   ---------------
                 Net cash provided by operating activities                151,302,270        65,001,465        43,044,220
                                                                      ----------------   ---------------   ---------------
Cash flows from investing activities:
     Acquisition and development of real estate                          (123,125,133)     (229,348,139)     (162,244,207)
     Acquisition of Pacific, net of cash acquired                          (9,046,230)                -                 -
     Investment in real estate partnerships                               (30,752,019)      (29,068,392)                -
     Capital improvements                                                 (21,535,961)       (8,325,492)       (5,226,138)
     Construction in progress for sale, net of reimbursement              (38,246,886)         (696,876)      (23,776,953)
     Proceeds from sale of real estate investments                          5,389,760        30,662,197         2,645,229
     Distributions received from real estate partnership
     investments                                                              704,474           383,853            68,688
                                                                      ----------------   ---------------   ---------------
                 Net cash used in investing activities                   (216,611,995)     (236,392,849)     (188,533,381)
                                                                      ----------------   ---------------   ---------------
     
Cash flows from financing activities:
     Net proceeds from common stock issuance                                  223,375        10,225,529       225,094,980
     Cash paid for Company stock repurchase program                       (54,536,612)                -                 -
     Proceeds from issuance of exchangeable partnership units                       -             7,694         2,255,140
     Redemption of exchangeable partnership units                          (1,620,939)                -                 -
     Purchase of limited partners'interest  in consolidated
     partnerships                                                            (633,673)                -                 -
     Contributions from limited partners in consolidated
     partnerships                                                                   -         4,289,995                 -
     Net distributions to limited partners in consolidated 
     partnerships                                                          (1,071,831)         (672,656)       (1,124,480)
     Distributions to exchangeable partnership unit holders                (3,534,515)       (2,023,132)       (1,954,375)
     Distributions to preferred unit holders                              (12,368,403)       (3,358,333)                -
     Dividends paid to common stockholders                                (94,985,165)      (49,490,925)      (33,914,778)
     Dividends paid to preferred stockholders                              (2,244,593)                -                 -
     Net proceeds from fixed rate unsecured loans                         249,845,300        99,758,000                 -
     Net proceeds from issuance of preferred units                        205,016,274        78,800,000                 -
     (Repayment) proceeds of acquisition and development
        line of credit, net                                              (142,051,875)       69,500,000       (25,570,000)
     Proceeds from mortgage loans                                             445,207         7,345,000        15,972,920
     Repayment of mortgage loans                                          (38,620,067)      (37,354,368)      (26,408,932)
     Deferred financing costs                                              (4,355,008)       (2,301,821)         (568,449)
                                                                       ----------------   ---------------   ---------------
                 Net cash provided by financing activities                 99,507,475       174,724,983       153,782,026
                                                                       ----------------   ---------------   ---------------
                 Net increase in cash and cash equivalents                 34,197,750         3,333,599         8,292,865

Cash and cash equivalents at beginning of period                           19,919,693        16,586,094         8,293,229
                                                                       ----------------  ----------------   ---------------
Cash and cash equivalents at end of period                          $      54,117,443        19,919,693        16,586,094
                                                                       ================  ================   ===============
 </TABLE>

                              F-7

<PAGE>


                      REGENCY REALTY CORPORATION
                 Consolidated Statements of Cash Flows
             For the Years Ended December 31, 1999, 1998 and 1997
                                continued


<TABLE>
<CAPTION>

                                                                           1999               1998              1997
                                                                        ----------          ---------          --------
<S>                                                                 <C>                  <C>               <C>         
              

Supplemental  disclosure of cash flow  information - 
cash paid for interest (net) of capitalized interest
of approximately $11,029,000, $3,417,000 and $1,896,000 
in 1999, 1998 and 1997 respectively)                                $      52,914,976        24,693,895        18,631,091
                                                                      ================   ===============   ===============
Supplemental disclosure of non-cash transactions:
Mortgage loans assumed for the acquisition of 
Pacific and real estate                                             $     402,582,015       132,832,342       142,448,966
                                                                      ================   ===============   ===============

Common stock and exchangeable operating partnership units
issued to acquire investments in real estate partnerships           $       1,949,020                 -                 -
                                                                      ================   ===============   ===============
Exchangeable operating partnership units, preferred and
common stock issued for the acquisition of Pacific and
real estate                                                         $     771,351,617        37,023,849        96,380,706
                                                                      ================   ===============   ===============
Other liabilities assumed to acquire Pacific                        $      13,897,643                 -                 -
                                                                      ================   ===============   ===============
</TABLE>


See accompanying notes to consolidated financial statements.
                         
                              F-8


<PAGE>
                           REGENCY REALTY CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 1999


1.     Summary of Significant Accounting Policies

       (a)    Organization and Principles of Consolidation

              The accompanying  consolidated  financial  statements  include the
              accounts of Regency Realty Corporation, its wholly owned qualified
              REIT   subsidiaries,   and  its  majority   owned  or   controlled
              subsidiaries  and partnerships  (the "Company" or "Regency").  All
              significant  intercompany  balances  and  transactions  have  been
              eliminated in the consolidated  financial statements.  The Company
              owns  approximately 97% of the outstanding common units of Regency
              Centers,  L.P.,  ("RCLP"  or the  "Partnership")  and  partnership
              interests  ranging  from 51% to 93% in five  majority  owned  real
              estate  partnerships  (the  "Majority  Partnerships").  The equity
              interests  of  third   parties  held  in  RCLP  and  the  Majority
              Partnerships are included in the consolidated financial statements
              as  preferred  or  exchangeable  operating  partnership  units and
              limited  partners'  interests in  consolidated  partnerships.  The
              Company is a qualified real estate investment trust ("REIT") which
              began operations in 1993.

        (b)   Revenues

              The Company leases space to tenants under  agreements with varying
              terms.  Leases are accounted for as operating  leases with minimum
              rent  recognized  on a  straight-line  basis  over the term of the
              lease  regardless  of when  payments  are due.  Accrued  rents are
              included in tenant receivables.  Minimum rent has been adjusted to
              reflect the effects of recognizing rent on a straight line basis.

              Substantially all of the lease agreements contain provisions which
              provide   additional   rents  based  on  tenants'   sales   volume
              (contingent or percentage  rent) or  reimbursement of the tenants'
              share of real  estate  taxes and certain  common area  maintenance
              (CAM) costs.  These additional rents are recognized as the tenants
              achieve the specified targets as defined in the lease agreements.

              Other non-rental  revenues from management,  leasing and brokerage
              fees are recognized as revenue when earned.


                                   F-9


<PAGE>

                           REGENCY REALTY CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 1999

       (c)    Real Estate Investments

              Land,  buildings and improvements are recorded at cost. All direct
              and  indirect  costs  clearly  associated  with  the  acquisition,
              development   and   construction   of  real  estate  projects  are
              capitalized as buildings and improvements.

              Maintenance  and repairs which do not improve or extend the useful
              lives of the  respective  assets are  reflected in  operating  and
              maintenance expense. The property cost includes the capitalization
              of interest  expense  incurred  during  construction in accordance
              with generally accepted accounting principles.

              Depreciation  is  computed  using the  straight  line  method over
              estimated  useful  lives  up to  forty  years  for  buildings  and
              improvements,  term of lease for tenant improvements,  and five to
              seven years for furniture and equipment.

              The Company  reviews its real estate  investments  for  impairment
              whenever  events or changes  in  circumstances  indicate  that the
              carrying amount of an asset may not be recoverable.

       (d)    Income Taxes

              The Company qualifies and intends to continue to qualify as a REIT
              under the Internal Revenue Code. As a REIT, the Company is allowed
              to reduce taxable income by all or a portion of its  distributions
              to stockholders. As distributions have exceeded taxable income, no
              provision   for  federal   income  taxes  has  been  made  in  the
              accompanying consolidated financial statements.

              Earnings and profits,  which determine the taxability of dividends
              to  stockholders,  differ from net income  reported for  financial
              reporting  purposes  primarily  because of  different  depreciable
              lives and bases of rental properties and differences in the timing
              of recognition of earnings upon disposition of properties.

              Regency   Realty  Group,   Inc.,   ("RRG")  and  PRT   Development
              Corporation ("PRTDC") are taxable subsidiaries of the Company. RRG
              and PRTDC are subject to Federal and state  income  taxes and file
              separate tax returns. RRG and PRTDC had combined taxable income of
              $3,465,262, $774,756 and $890,404 for the years ended December 31,
              1999, 1998 and 1997, respectively.  RRG and PRTDC incurred Federal
              and state income tax of $1,502,876, $223,657 and $327,013 in 1999,
              1998 and 1997, respectively.

              At December  31, 1999 and 1998,  the net book basis of real estate
              assets  exceeds the tax basis by  approximately  $197  million and
              $122  million,  respectively,  primarily  due  to  the  difference
              between the cost basis of the assets  acquired and their carryover
              basis recorded for tax purposes.

                                        F-10                              

<PAGE>



                           REGENCY REALTY CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 1999

       (d)    Income Taxes (continued)

              The following  summarizes  the tax status of dividends paid during
              the years ended December 31 (unaudited):

                                            1999             1998          1997
                                            ----             ----          ----
              Dividend per share          $ 1.84             1.76          1.68
              Ordinary income                 75%              71%          85%
              Capital gain                     2%               2%           -
              Return of capital               23%              27%          15%

        (e)   Deferred Costs

              Deferred  costs  consist  of  internal  and  external  commissions
              associated  with  leasing  the  rental  property  and  loan  costs
              incurred  in  obtaining  financing  which are  limited  to initial
              direct and incremental  costs. The net leasing  commission balance
              was  $7.1  and  $3.3  million  at  December  31,  1999  and  1998,
              respectively.  The net loan cost balance was $5.4 and $3.5 million
              at  December  31,  1999 and  1998,  respectively.  Such  costs are
              deferred and amortized over the terms of the respective leases and
              loans.

       (f)    Earnings Per Share

              Basic net income per share of common stock is computed  based upon
              the weighted  average number of common shares  outstanding  during
              the year.  Diluted net income per share also includes common share
              equivalents  for stock options,  exchangeable  partnership  units,
              preferred stock, and Class B common stock when dilutive.  See note
              7 for the calculation of earnings per share.

       (g)    Cash and Cash Equivalents

              Any instruments  which have an original maturity of ninety days or
              less when purchased are considered cash equivalents.

       (h)    Estimates

              The  preparation  of  financial   statements  in  conformity  with
              generally accepted  accounting  principles  requires the Company's
              management  to make  estimates  and  assumptions  that  affect the
              reported  amounts of assets and  liabilities,  and  disclosure  of
              contingent  assets and  liabilities,  at the date of the financial
              statements  and the  reported  amounts of  revenues  and  expenses
              during the  reporting  period.  Actual  results  could differ from
              those estimates.

       (i)    Stock Option Plan

              The Company  applies the  provisions of SFAS No. 123,  "Accounting
              for Stock Based Compensation",  which allows companies a choice in
              the method of accounting for stock options. Entities may recognize
              as  expense  over  the  vesting  period  the  fair  value  of  all
              stock-based  awards  on the date of  grant  or SFAS  No.  123 also
              permits  entities  to  continue  to apply  the  provisions  of APB
              Opinion No. 25 and provide pro

                                        F-11

<PAGE>

                           REGENCY REALTY CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 1999

       (i)    Stock Option Plan (continued)

              forma net income and pro forma earnings per share disclosures for
              employee stock option grants made as if the fair-value-based
              method  defined in SFAS No. 123 had been applied.  APB Opinion No.
              25  "Accounting  for Stock Issued to Employees",  and related
              interpretations states that compensation expense would be recorded
              on the date of grant only if the current market price of the
              underlying  stock  exceeded the  exercise  price.  The Company 
              has elected to continue to apply the provisions of APB Opinion
              No. 25 and provide the pro forma disclosure provisions of SFAS No.
              123.

       (j)    Reclassifications

              Certain  reclassifications  have been made to the 1998  amounts to
              conform to classifications adopted in 1999.

2.     Acquisitions of Shopping Centers

       On September  23, 1998,  the Company  entered into an Agreement of Merger
       ("Agreement")  with Pacific  Retail Trust  ("Pacific"),  a privately held
       real  estate  investment  trust.  The  Agreement,  among  other  matters,
       provided for the merger of Pacific into Regency, and the exchange of each
       Pacific  common or preferred  share into 0.48 shares of Regency common or
       preferred  stock.  The  stockholders  approved  the  merger  at a Special
       Meeting of Stockholders held February 26, 1999. On February 28, 1999, the
       effective  date of the merger,  the  Company  issued  equity  instruments
       valued at $770.6  million to the Pacific  stockholders  in  exchange  for
       their  outstanding  common and preferred shares and units. The total cost
       to acquire Pacific was approximately $1.157 billion based on the value of
       Regency  shares  issued,  including  the  assumption  of $379  million of
       outstanding debt and other liabilities of Pacific, and closing costs. The
       price per share used to determine the purchase price was $23.325 based on
       the five day average of the closing stock price of Regency's common stock
       on the New York Stock Exchange  immediately before,  during and after the
       date the terms of the merger were agreed to and  announced to the public.
       The  merger  was  accounted  for as a  purchase  with the  Company as the
       acquiring entity.

       During 1998, the Company  acquired 43 shopping centers and joint ventures
       for a total  investment of $384.3  million  ("1998  Acquisitions").  With
       respect to these  acquisitions,  during 1999, the Company paid contingent
       consideration  valued at $9.0 million  consisting of 69,555 Units,  3,768
       shares of common stock,  and $7.0 million.  During 2000,  the Company may
       pay contingent  consideration of up to an estimated $7.5 million, through
       the issuance of Units, stock and the payment of cash.

       The operating  results of Pacific and the 1998  Acquisitions are included
       in the Company's  consolidated  financial  statements  from the date each
       property was  acquired.  The following  unaudited  pro forma  information
       presents the  consolidated  results of  operations  as if Pacific and all
       1998  Acquisitions  had  occurred  on  January  1,  1998.  Such pro forma
       information  reflects adjustments to 1) increase  depreciation,  interest
       expense,  and  general  and  administrative  costs,  2) remove the office
       buildings  sold, and 3) adjust the weighted  average  common shares,  and
       common  equivalent shares  outstanding  issued to acquire the properties.
       Pro forma  revenues  would  have been  $324.7  and  $289.9  million as of
       December 31, 1999 and 1998, respectively. Pro forma net income for common
       stockholders  would have been $94.1 and $81.0  million as of December 31,
       1999 and 1998,

                                   F-12

<PAGE>
 
                          REGENCY REALTY CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 1999

2.      Acquisitions of Shopping Centers (continued)

       respectively.  Pro forma basic net income per share would have been $1.58
       and  $1.35 as of  December  31,  1999 and 1998,  respectively.  Pro forma
       diluted  net  income per share  would  have been  $1.58 and $1.34,  as of
       December 31, 1999 and 1998,  respectively.  This data does not purport to
       be  indicative  of what  would have  occurred  had  Pacific  and the 1998
       Acquisitions  been made on January 1, 1998, or of results which may occur
       in the future.

3.     Segments

       The Company was formed,  and  currently  operates,  for the purpose of 1)
       operating and developing  Company owned retail  shopping  centers (Retail
       segment),  and  2)  providing  services  including  property  management,
       leasing,  brokerage,  and  construction  and  development  management for
       third-parties  (Service operations  segment).  The Company had previously
       operated  four  office  buildings  that  were sold  during  1998 and 1997
       (Office  buildings  segment).  The Company's  reportable  segments  offer
       different  products or services and are managed  separately  because each
       requires  different  strategies  and management  expertise.  There are no
       material inter-segment sales or transfers.

       The Company  assesses and measures  operating  results  starting with Net
       Operating Income for the Retail and Office Buildings  segments and Income
       for the Service  operations  segment and  converts  such  amounts  into a
       performance  measure  referred to as Funds From Operations  ("FFO").  The
       operating  results for the individual  retail shopping  centers have been
       aggregated  since all of the Company's  shopping  centers  exhibit highly
       similar economic  characteristics as neighborhood  shopping centers,  and
       offer  similar  degrees  of risk and  opportunities  for  growth.  FFO as
       defined by the  National  Association  of Real Estate  Investment  Trusts
       consists of net income  (computed in accordance  with generally  accepted
       accounting   principles)   excluding   gains   (or   losses)   from  debt
       restructuring and sales of income producing property held for investment,
       plus  depreciation and  amortization of real estate,  and adjustments for
       unconsolidated   investments  in  real  estate   partnerships  and  joint
       ventures.  The  Company  further  adjusts  FFO by  distributions  made to
       holders  of Units and  preferred  stock  that  results  in a diluted  FFO
       amount. The Company considers diluted FFO to be the industry standard for
       reporting the  operations  of real estate  investment  trusts  ("REITs").
       Adjustments for investments in real estate partnerships are calculated to
       reflect  diluted FFO on the same basis.  While  management  believes that
       diluted FFO is the most relevant and widely used measure of the Company's
       performance,  such amount does not represent cash flow from operations as
       defined  by  generally  accepted  accounting  principles,  should  not be
       considered an  alternative to net income as an indicator of the Company's
       operating  performance,  and is not  indicative of cash available to fund
       all cash flow needs.  Additionally,  the Company's calculation of diluted
       FFO,  as  provided  below,  may not be  comparable  to  similarly  titled
       measures of other REITs.

       The accounting  policies of the segments are the same as those  described
       in  note 1.  The  revenues,  diluted  FFO,  and  assets  for  each of the
       reportable  segments are  summarized as follows for the years ended as of
       December 31, 1999,  1998,  and 1997.  Non-segment  assets to reconcile to
       total assets include cash and deferred costs.

                                   F-13


<PAGE>

                           REGENCY REALTY CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 1999

3.     Segments (continued)

<TABLE>
<CAPTION>

                                                                        1999             1998             1997
                                                                        ----             ----             ----
         <S>                                                     <C>                    <C>               <C>    

         Revenues:
           Retail segment                                        $    283,647,445      130,900,785        84,203,386
           Service operations segment                                  18,239,486       11,862,784         8,447,615
           Office buildings segment                                             -          532,432         4,684,994
                                                                      ------------     ------------      ------------
              Total revenues                                     $    301,886,931      143,296,001        97,335,995
                                                                      ============     ============      ============

         Funds from Operations:
           Retail segment net operating income                   $    216,189,375      100,239,863        63,056,124
           Service operations segment income                           18,239,486       11,862,784         8,447,615
           Office buildings segment net operating income                        -          349,161         2,928,125
                    
           Adjustments to calculate diluted FFO:
             Interest expense                                         (60,067,007)     (28,786,431)      (19,667,483)
             Interest income                                            2,196,954        1,957,575         1,000,227
             Earnings from recurring land sales                                 -          901,853                 -
             General and administrative                               (19,746,751)     (15,064,148)       (9,963,926)
             Non-real estate depreciation                              (1,003,092)        (679,740)         (406,113)
             Minority interest of limited partners                     (2,855,404)        (464,098)         (504,947)
             Minority interest in depreciation
              and amortization                                           (584,048)        (526,018)         (285,280)
             Share of joint venture depreciation
              and amortization                                            987,912          688,686            59,038
             Dividends on preferred units                             (12,368,403)      (3,358,333)                -
                                                                      ------------     ------------      ------------
               Funds from Operations - diluted                        140,989,022       67,121,154        44,663,380
                                                                      ------------     ------------      ------------

           Reconciliation to net income for common stockholders:
             Real estate related depreciation
              and amortization                                        (47,608,427)     (24,366,261)      (15,897,046)
             Minority interest in depreciation
              and amortization                                            584,048          526,018           285,280
             Share of joint venture depreciation
              and amortization                                           (987,912)        (688,686)          (59,038)
             (Loss) gain from property sales                             (232,989)       9,824,122           450,902
             Minority interest of exchangeable
               partnership units                                       (2,897,778)      (1,826,273)       (2,041,823)
                                                                      ------------     ------------      ------------

               Net income                                        $     89,845,964       50,590,074        27,401,655
                                                                      ============     ============      ============

</TABLE>




<TABLE>
<CAPTION>

                                                                                  As of December 31
         Assets (in thousands):                                             1999             1998              1997
         ----------------------                                             ----             ----              ----
           <S>                                                       <C>                  <C>                 <C>           

           Retail segment                                            $   2,463,639        1,187,238           763,721
           Service operations segment                                      123,233           20,870            20,173
           Office buildings segment                                              -                -            19,258
           Cash and other assets                                            68,064           31,999            23,697
                                                                         ---------        ---------           -------
             Total assets                                            $   2,654,936        1,240,107           826,849
                                                                         =========        =========           =======
</TABLE>

                                   F-14


<PAGE>


                           REGENCY REALTY CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 1999

4.     Investments in Real Estate Partnerships

       The Company  accounts for all  investments in which it owns less than 50%
       and  does not have  controlling  financial  interest,  using  the  equity
       method. The Company's combined investment in these partnerships was $66.9
       and $30.6 million at December 31, 1999 and 1998, respectively. Net income
       is allocated to the Company in accordance with the respective partnership
       agreement.

5.     Notes Payable and Acquisition and Development Line of Credit

       The Company's  outstanding debt at December 31, 1999 and 1998 consists of
       the following (in thousands):

                                                          1999            1998
                                                          ----            ----
      Notes Payable:
          Fixed rate mortgage loans                 $    382,715         298,148
          Variable rate mortgage loans                    11,376          11,051
          Fixed rate unsecured loans                     370,696         121,296
                                                       ---------         -------
                Total notes payable                      764,787         430,495
      Acquisition and development line of credit         247,179         117,631
                                                       ---------         -------
               Total                                $  1,011,966         548,126
                                                       =========         =======

       During  February,  1999, the Company  modified the terms of its unsecured
       acquisition and development line of credit (the "Line") by increasing the
       commitment to $635  million.  This credit  agreement  also provides for a
       competitive bid facility of up to $250 million of the commitment  amount.
       Maximum availability under the Line is based on the discounted value of a
       pool  of  eligible  unencumbered  assets  (determined  on  the  basis  of
       capitalized  net  operating  income)  less the  amount  of the  Company's
       outstanding unsecured liabilities. The Line matures in February 2001, but
       may be extended annually for one year periods.  Borrowings under the Line
       bear interest at a variable rate based on LIBOR plus a specified  spread,
       (1.00% currently),  which is dependent on the Company's  investment grade
       rating.  The Company is required to comply,  and is in  compliance,  with
       certain  financial  and  other  covenants  customary  with  this  type of
       unsecured  financing.  These financial covenants include among others (i)
       maintenance  of minimum  net worth,  (ii) ratio of total  liabilities  to
       gross asset  value,  (iii) ratio of secured  indebtedness  to gross asset
       value, (iv) ratio of EBITDA to interest  expense,  (v) ratio of EBITDA to
       debt service and reserve for replacements, and (vi) ratio of unencumbered
       net operating income to interest expense on unsecured  indebtedness.  The
       Line is used primarily to finance the acquisition and development of real
       estate, but is also available for general working capital purposes.

       Mortgage loans are secured by certain real estate properties,  and may be
       prepaid subject to a prepayment of a yield-maintenance  premium. Mortgage
       loans are generally due in monthly installments of interest and principal
       and mature over various terms through 2019.  Variable  interest  rates on
       mortgage  loans are currently  based on LIBOR plus a spread in a range of
       125 basis points to 150 basis points.  Fixed  interest  rates on mortgage
       loans range from 7.04% to 9.8%.

       During 1999, the Company assumed debt with a fair value of $402.6 million
       related to the  acquisition of real estate,  which includes debt premiums
       of $4.1 million  based upon the above market  interest  rates of the debt
       instruments.  Debt  premiums  are being  amortized  over the terms of the
       related debt instruments, as an adjustment to interest expense.

                                   F-15

<PAGE>

                           REGENCY REALTY CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 1999

5.     Notes Payable and Acquisition and Development Line of Credit (continued)

       On April 15, 1999 the  Company,  through  RCLP,  completed a $250 million
       unsecured debt offering in two tranches.  The Company issued $200 million
       7.4% notes due April 1, 2004,  priced at 99.922% to yield 7.42%,  and $50
       million 7.75% notes due April 1, 2009,  priced at 100%.  The net proceeds
       of the offering were used to reduce the balance of the Line.

       As of December 31, 1999,  scheduled principal repayments on notes payable
       and the Line were as follows (in thousands):

<TABLE>
<CAPTION>

                                                              Scheduled
                                                              Principal       Term Loan        Total
                Scheduled Payments by Year                     Payments      Maturities       Payments
                                                             ------------    -----------      ----------
                <S>                                         <C>                <C>            <C>            


                2000                                        $      5,711         92,942          98,653
                2001                                               8,053        293,027         301,080
                2002                                               4,943         44,091          49,034
                2003                                               4,933         13,299          18,232
                2004                                               5,327        199,866         205,193
                Beyond 5 Years                                    36,883        290,365         327,248
                Net unamortized debt premiums                          -         12,527          12,527
                                                               ----------      ---------      ----------
                     Total                                  $     65,850        946,117       1,011,967
                                                               ==========      =========      ==========
</TABLE>



       Unconsolidated partnerships and joint ventures had mortgage loans payable
       of $50.3 million at December 31, 1999,  and the  Company's  proportionate
       share of these loans was $21.2 million.

       The fair value of the  Company's  notes  payable  and Line are  estimated
       based on the current rates  available to the Company for debt of the same
       remaining  maturities.  Variable  rate notes  payable,  and the Company's
       Line, are considered to be at fair value since the interest rates on such
       instruments  reprice based on current  market  conditions.  Notes payable
       with fixed rates, that have been assumed in connection with acquisitions,
       are recorded in the accompanying  financial statements at fair value. The
       Company  considers  the  carrying  value of all other  fixed  rate  notes
       payable to be a  reasonable  estimation  of their fair value based on the
       fact that the rates of such notes are similar to rates  available  to the
       Company for debt of the same terms.

6.     Stockholders' Equity and Minority Interest

       On June 11, 1996, the Company entered into a Stockholders  Agreement (the
       "Agreement")  with  SC-USREALTY   granting  it  certain  rights  such  as
       purchasing  common  stock,  nominating  representatives  to the Company's
       Board of Directors,  and subjecting  SC-USREALTY to certain  restrictions
       including voting and ownership restrictions. In connection with the Units
       and  shares of common  stock  issued in March  1998  related  to  earnout
       payments,  SC-USREALTY  acquired  435,777  shares at $22.125 per share in
       accordance  with  their  rights  as  provided  for in the  Agreement.  In
       conjunction with the acquisition of Pacific,  SC-USREALTY exchanged their
       Pacific shares for 22.6 million Regency common shares.

                                   F-16

<PAGE>


                           REGENCY REALTY CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 1999

6.     Stockholders' Equity and Minority Interest (continued)

       In connection with the acquisition of shopping  centers,  RCLP has issued
       Exchangeable  Operating Partnership Units to limited partners convertible
       on a one for one basis into shares of common stock of the Company.

       On June 29, 1998,  the Company  through RCLP issued $80 million of 8.125%
       Series A  Cumulative  Redeemable  Preferred  Units  ("Series A  Preferred
       Units") to an institutional investor in a private placement. The issuance
       involved the sale of 1.6 million Series A Preferred  Units for $50.00 per
       unit.  The  Series  A  Preferred  Units,  which  may  be  called  by  the
       Partnership at par on or after June 25, 2003,  have no stated maturity or
       mandatory  redemption,  and pay a  cumulative,  quarterly  dividend at an
       annualized rate of 8.125%.  At any time after June 25, 2008, the Series A
       Preferred Units may be exchanged for shares of 8.125% Series A Cumulative
       Redeemable  Preferred  Stock of the  Company at an  exchange  rate of one
       share of Series A Preferred  Stock for one Series A Preferred  Unit.  The
       Series A Preferred Units and Series A Preferred Stock are not convertible
       into common stock of the Company.  The net proceeds of the offering  were
       used to reduce the Line.

       On  September  3, 1999,  the Company  through  RCLP issued $85 million of
       8.75% Series B Cumulative Redeemable Preferred Units ("Series B Preferred
       Units") to an institutional investor in a private placement. The issuance
       involved  the sale of 850,000  Series B  Preferred  Units for $100.00 per
       unit.  The  Series  B  Preferred  Units,  which  may  be  called  by  the
       Partnership at par on or after September 3, 2004, have no stated maturity
       or mandatory redemption,  and pay a cumulative,  quarterly dividend at an
       annualized rate of 8.75%. At any time after September 3, 2009, the Series
       B  Preferred  Units  may be  exchanged  for  shares  of  8.75%  Series  B
       Cumulative  Redeemable Preferred Stock of the Company at an exchange rate
       of one share of Series B Preferred Stock for one Series B Preferred Unit.
       The  Series B  Preferred  Units  and  Series B  Preferred  Stock  are not
       convertible  into common  stock of the  Company.  The net proceeds of the
       offering were used to reduce the Line.

       On September 3, 1999, the Company through RCLP issued $75 million of 9.0%
       Series C  Cumulative  Redeemable  Preferred  Units  ("Series C  Preferred
       Units") to an institutional investor in a private placement. The issuance
       involved  the sale of 750,000  Series C  Preferred  Units for $100.00 per
       unit.  The  Series  C  Preferred  Units,  which  may  be  called  by  the
       Partnership at par on or after September 3, 2004, have no stated maturity
       or mandatory redemption,  and pay a cumulative,  quarterly dividend at an
       annualized  rate of 9.0%. At any time after September 3, 2009, the Series
       C Preferred Units may be exchanged for shares of 9.0% Series C Cumulative
       Redeemable  Preferred  Stock of the  Company at an  exchange  rate of one
       share of Series C Preferred  Stock for one Series C Preferred  Unit.  The
       Series C Preferred Units and Series C Preferred Stock are not convertible
       into common stock of the Company.  The net proceeds of the offering  were
       used to reduce the Line.

       On  September  29, 1999,  the Company  through RCLP issued $50 million of
       9.125%  Series  D  Cumulative   Redeemable  Preferred  Units  ("Series  D
       Preferred  Units") to an institutional  investor in a private  placement.
       The issuance  involved the sale of 500,000  Series D Preferred  Units for
       $100.00 per unit.  The Series D Preferred  Units,  which may be called by
       the  Partnership  at par on or after  September 29, 2004,  have no stated
       maturity  or  mandatory  redemption,  and  pay  a  cumulative,  quarterly
       dividend at an annualized rate of 9.125%. At any time after September 29,
       2009, the Series D Preferred  Units may be exchanged for shares of 9.125%
       Series D  Cumulative  Redeemable  Preferred  Stock of the  Company  at an
       exchange  rate of one share of Series D Preferred  Stock for one Series D
       Preferred Unit. The Series D Preferred Units and Series D Preferred Stock
       are not convertible into common stock of the Company. The net proceeds of
       the offering were used to reduce the Line.

       As part of the  acquisition of Pacific  Retail Trust,  the Company issued
       Series 1 and Series 2 preferred  shares.  Series 1  preferred  shares are
       convertible  into Series 2 preferred  shares on a  one-for-one  basis and
       contain  provisions  for  adjustment  to prevent  dilution.  The Series 1
       preferred shares are entitled to a quarterly  dividend in an amount equal
       to $0.0271  less than the common  dividend and are  cumulative.  Series 2
       preferred  shares are  convertible  into common  shares on a  one-for-one
       basis. The Series 2 preferred shares are entitled to quarterly  dividends
       in an amount equal to the common dividend and are cumulative. The Company
       may redeem the  preferred  shares any time after  October  20,  2010 at a
       price of $20.83 per share, plus all accrued but unpaid dividends.  During
       1999, a holder of Series 2 preferred  shares  converted their shares into
       14,987 shares of common stock.

                                   F-17

<PAGE>
                           REGENCY REALTY CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 1999

6.     Stockholders' Equity and Minority Interest (continued)

       During  the  fourth  quarter,  the  Board  of  Directors  authorized  the
       repurchase of up to $65 million of the Company's  outstanding shares from
       time to  time  through  periodic  open  market  transactions  or  through
       privately negotiated transactions.  At December 31, 1999, the Company had
       repurchased 2.7 million shares for $54.5 million.  

       During 1999, the holders of all of Regency's Class B stock converted  
       2,500,000 shares into 2,975,468 shares of common stock.

7.     Earnings Per Share

       The following  summarizes the  calculation of basic and diluted  earnings
       per share for the  years  ended,  December  31,  1999,  1998 and 1997 (in
       thousands except per share data):


<TABLE>
<CAPTION>

                                                                  1999          1998           1997
                                                                  ----          ----           ----
   <S>                                                  <C>                    <C>            <C>    
   Basic Earnings Per Share (EPS) Calculation:
   Weighted average common shares outstanding                    53,494         25,150         17,424
                                                                =======        =======        =======

   Net income for common stockholders                   $        87,601         50,590         27,402
   
   Less: dividends paid on Class B common stock                   1,409          5,378          5,140
                                                                -------        -------        -------
   Net income for Basic EPS                             $        86,192         45,212         22,262
                                                                =======        =======        =======
   
   Basic EPS                                            $          1.61           1.80           1.28
                                                                =======        =======        =======

   Diluted Earnings Per Share (EPS) Calculation
   Weighted average shares outstanding
     for Basic EPS                                               53,494         25,150         17,424

   Exchangeable operating partnership units                       2,004          1,223          1,243
   Incremental shares to be issued under common
     stock options using the Treasury method                          4             14             80
   Contingent units or shares for the acquisition
      of real estate                                                  -            511            955
                                                                -------        -------        -------
   Total diluted shares                                          55,502         26,898         19,702
                                                                =======        =======        =======

   Net income for Basic EPS                             $        86,192         45,212         22,262
  
   Add: minority interest of exchangeable partnership
     units                                                        2,898          1,826          2,042
                                                                -------        -------        -------
                                                                                                    
   Net income for Diluted EPS                           $        89,090         47,038         24,304
                                                                =======        =======        =======
   

   Diluted EPS                                          $          1.61           1.75           1.23
                                                                =======        =======        =======
</TABLE>



         The Preferred  Series 1 and Series 2 stock and the Class B common stock
         are not included in the above  calculation  because  their  effects are
         anti-dilutive.

                                   F-18


<PAGE>


                           REGENCY REALTY CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 1999

8.     Long-Term Stock Incentive Plans

       In 1993,  the  Company  adopted a  Long-Term  Omnibus  Plan (the  "Plan")
       pursuant  to which  the  Board of  Directors  may  grant  stock and stock
       options to officers, directors and other key employees. The Plan provides
       for the issuance of up to 12% of the Company's common shares  outstanding
       not to exceed 8.5 million  shares.  Stock  options  are  granted  with an
       exercise  price  equal to the stock's  fair  market  value at the date of
       grant.  All stock options  granted have ten year terms,  and become fully
       exercisable  after four years from the date of grant,  with the exception
       of  options  issued  to  directors  prior  to  1999  which  become  fully
       exercisable after one year.

       At  December  31,  1999,  there were  approximately  2.7  million  shares
       available for grant under the Plan. The per share  weighted-average  fair
       value of stock options  granted  during 1999 and 1998 was $1.23 and $2.22
       on the date of grant using the Black  Scholes  option-pricing  model with
       the  following  weighted-average  assumptions:  1999 - expected  dividend
       yield 9.2%, risk-free interest rate of 5.7%, expected volatility 21%, and
       an  expected  life of 5.3 years;  1998 - expected  dividend  yield  7.5%,
       risk-free interest rate of 4.8%, expected volatility 21%, and an expected
       life of 6.5 years.  The Company  applies APB Opinion No. 25 in accounting
       for its Plan and,  accordingly,  no compensation cost has been recognized
       for its stock options in the consolidated financial statements.

       Had the Company  determined  compensation cost based on the fair value at
       the grant date for its stock  options  under SFAS No. 123, the  Company's
       net  income for common  stockholders  would have been  reduced to the pro
       forma amounts indicated below (in thousands except per share data):


     Net income for 
     common stockholders                    1999             1998        1997
     -------------------                    ----             ----        ----

     As reported:                   $      87,601           50,590      27,402
       Net income per share:
         Basic                      $        1.61             1.80        1.28
         Diluted                    $        1.61             1.75        1.23

     Pro forma:                     $      85,448           49,565      25,777
       Net income per share:
         Basic                      $        1.57             1.76        1.18
         Diluted                    $        1.57             1.71        1.15



       Stock option activity during the periods indicated is as follows:

                                                 Number of      Weighted-Average
                                                   Shares         Exercise Price

    Outstanding, December 31, 1996                  198,000       $       19.43
                                                -------------        -----------

        Granted                                   1,252,276               25.39
        Forfeited                                    (7,000)              23.54
        Exercised                                  (124,769)              19.25
                                                -------------        -----------

    Outstanding, December 31, 1997                1,318,507               25.08
                                                -------------        -----------

        Granted                                     741,265              24.39
        Forfeited                                  (123,495)             25.33
        Exercised                                  (227,700)             24.97
                                                -------------        -----------

    Outstanding, December 31, 1998                1,708,577              24.71
                                                -------------        -----------
 
        Granted                                     860,767              20.70
        Pacific Retail Merger                     1,251,719              24.24
        Forfeited                                   (87,395)             25.69
        Exercised                                    (4,000)             17.88
                                                -------------        -----------

    Outstanding, December 31, 1999                3,729,668       $      23.61
                                                =============        ===========
                         
                                   F-19
     


<PAGE>


                           REGENCY REALTY CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 1999

8.     Long-Term Stock Incentive Plans (continued)

       The  following   table   presents   information   regarding  all  options
       outstanding at December 31, 1999.

<TABLE>
<CAPTION>

                                    Weighted
                                     Average                                       Weighted
               Number of            Remaining               Range of                Average
                Options            Contractual              Exercise               Exercise
              Outstanding             Life                   Prices                  Price
            ---------------      ---------------        ---------------         -------------
            <S>                    <C>                 <C>                     <C>    
              423,220                 9.31             $    16.75  - 19.81     $       19.73
            1,388,098                 8.68                  20.83  - 22.94             21.86
            1,918,350                 7.42                  25.00  - 27.69             25.73
            ---------              ---------            ------------------      ------------
            3,729,668                 8.10             $    16.75 -  27.69     $       23.61
            =========              =========            ==================      =============
</TABLE>



  The  following  table  presents   information   regarding   options  currently
  exercisable at December 31, 1999:

                                                          Weighted
         Number of                  Range of              Average
          Options                   Exercise              Exercise
        Exercisable                  Prices                Price
       ------------           ------------------      --------------
           45,731            $     16.75 - 19.25     $       19.01
           15,899                  22.25 - 25.00             23.34
           88,681                  26.25 - 27.75             26.98
          -------             ------------------      --------------
          150,311            $     16.75 - 27.75     $       24.17
          =======             ==================      ==============

       Also as part of the Plan,  certain  officers and employees  have received
       loans to purchase  stock at market rates of  interest,  have been granted
       restricted  stock,  and have been granted  dividend  equivalents.  During
       1999,  1998 and 1997,  the Company  charged  $1,030,645,  $1,322,164  and
       $1,115,906,  respectively,  to income on the  consolidated  statement  of
       operations related to the Plan.


9.     Operating Leases

       The Company's  properties  are leased to tenants under  operating  leases
       with expiration  dates  extending to the year 2032.  Future minimum rents
       under  noncancelable  operating leases as of December 31,1999,  excluding
       tenant  reimbursements  of operating  expenses and  excluding  additional
       contingent rentals based on tenants' sales volume are as follows:

         Year ending December 31,                         Amount
         -----------------------                        -------------
                   2000                              $    225,984,790
                   2001                                   211,915,900
                   2002                                   187,844,994
                   2003                                   164,674,498
                   2004                                   136,173,121
                   Thereafter                             943,744,557
                                                      ---------------
                      Total                          $  1,870,337,860
                                                      ===============

       The  shopping  centers'  tenant  base  includes  primarily  national  and
       regional supermarkets,  drug stores, discount department stores and other
       retailers  and,  consequently,  the credit  risk is  concentrated  in the
       retail industry. There were no tenants which individually represented 10%
       or more of the Company's combined minimum rent.

                                   F-20


<PAGE>
                           REGENCY REALTY CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 1999

10.    Contingencies

       The  Company  like others in the  commercial  real  estate  industry,  is
       subject to numerous  environmental laws and regulations and the operation
       of dry cleaning plants at the Company's shopping centers is the principal
       environmental  concern.  The Company  believes  that the dry cleaners are
       operating  in  accordance  with  current  laws  and  regulations  and has
       established procedures to monitor their operations. While the Company has
       registered  the plants  located in Florida  under a state funded  program
       designed  to  substantially  fund the  clean  up,  if  necessary,  of any
       environmental  issues,  the owner or  operator is not  relieved  from the
       ultimate  responsibility  for clean up. The Company also has  established
       due diligence procedures to identify and evaluate potential environmental
       issues on properties under  consideration for acquisition.  In connection
       with  acquisitions  during 1999 and 1998,  the  Company  has  established
       environmental reserves which amounted to $2.6 million and $2.2 million at
       December  31, 1999 and 1998,  respectively.  While it is not  possible to
       predict  with  certainty,  management  believes  that  the  reserves  are
       adequate to cover  future  clean-up  costs  related to these  sites.  The
       Company's  policy is to accrue  environmental  clean-up  costs when it is
       probable that a liability has been incurred and that amount is reasonably
       estimable.  Based  on  information  presently  available,  no  additional
       environmental  accruals  were  made  and  management  believes  that  the
       ultimate  disposition of currently known matters will not have a material
       effect  on  the  financial  position,  liquidity,  or  operations  of the
       Company.

  11.  Market and Dividend Information (Unaudited)

       The  Company's  common  stock is  traded on the New York  Stock  Exchange
       ("NYSE") under the symbol "REG". The Company  currently has approximately
       3,500  shareholders.  The  following  table  sets  forth the high and low
       prices and the cash dividends  declared on the Company's  common stock by
       quarter for 1999 and 1998:

<TABLE>
<CAPTION>

                                                   1999                                    1998
                                    -----------------------------------      ---------------------------------
                                                                Cash                                   Cash
                                      High          Low       Dividends       High         Low       Dividends
                                      Price        Price      Declared        Price       Price      Declared
                                     -------      ------     ----------      ------      -------    ----------
         <S>                   <C>                <C>            <C>         <C>          <C>           <C>

         March 31              $      23.125      18.750         .46         27.812       24.750        .44
         June 30                      22.500      19.000         .46         26.687       24.062        .44
         September 30                 22.125      19.875         .46         26.500       20.500        .44
         December 31                  20.813      18.750         .46         23.437       20.250        .44
</TABLE>


                                            F-21 


<PAGE>


                           REGENCY REALTY CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 1999

12.    Summary of Quarterly Financial Data (Unaudited)

       Presented below is a summary of the consolidated quarterly financial data
       for the years ended  December  31, 1999 and 1998  (amounts in  thousands,
       except per share data):

<TABLE>
<CAPTION>

                                              First           Second           Third           Fourth
                                             Quarter          Quarter         Quarter          Quarter
                                            ---------        --------        ---------        ---------
<S>                                   <C>                     <C>             <C>              <C>    


         1999:
         Revenues                     $      51,422           79,664          79,598           91,203
         Net income for
           common stockholders               13,456           24,330          23,965           25,850
         Net income per share:
           Basic                                .34              .41             .40              .44
           Diluted                              .34              .41             .40              .44

         1998:
         Revenues                     $      30,909           35,187          37,199           40,001
         Net income for
           common stockholders               19,556           10,798          10,061           10,175
         Net income per share:
           Basic                                .74              .38             .34              .35
           Diluted                              .72              .36             .34              .34

</TABLE>


                                                     F-22

<PAGE>






                          Independent Auditors' Report
                         On Financial Statement Schedule


The Shareholders and Board of Directors
Regency Realty Corporation


Under date of January 26, 2000, we reported on the  consolidated  balance sheets
of Regency Realty  Corporation as of December 31, 1999 and 1998, and the related
consolidated statements of operations,  stockholders' equity, and cash flows for
each of the years in the three-year period ended December 31, 1999, as contained
in the annual  report on Form 10-K for the year  1999.  In  connection  with our
audits of the aforementioned  consolidated financial statements, we also audited
the related financial  statement schedule as listed in the accompanying index on
page F-1 of the  annual  report on Form 10-K for the year 1999.  This  financial
statement  schedule  is the  responsibility  of the  Company's  management.  Our
responsibility  is to express an opinion  on the  financial  statement  schedule
based on our audits.

In our opinion,  the related financial  statement  schedule,  when considered in
relation  to the  basic  consolidated  financial  statements  taken  as a whole,
presents fairly, in all material respects, the information set forth therein.







                                    KPMG LLP




Jacksonville, Florida
January 26, 2000



                                       S-1


<PAGE>
                           REGENCY REALTY CORPORATION
                Combined Real Estate and Accumulated Depreciation
                                December 31, 1999

<TABLE>
<CAPTION>
 
                                                                                                               Schedule III

                                                     Initial Cost          Cost Capitalized                   Total Cost
                                                             Building &      Subsequent to                  Building &      
                                                 Land       Improvements      Acquisition       Land       Improvements      Total
                                               ---------    ------------   ----------------  ---------     ------------   ----------
<S>                                           <C>            <C>             <C>            <C>            <C>            <C>      
ANASTASIA SHOPPING PLAZA                       1,072,451      3,617,493        176,624       1,072,451      3,794,117      4,866,568
ARAPAHO VILLAGE                                  837,148      8,031,688             --         837,148      8,031,688      8,868,836
ARDEN SQUARE                                   3,140,000      7,420,438             --       3,140,000      7,420,438     10,560,438
ASHFORD PLACE                                  2,803,998      9,163,994        345,480       2,583,998      9,729,474     12,313,472
AVENTURA SHOPPING CENTER                       2,751,094      9,317,790        277,419       2,751,094      9,595,209     12,346,303
BECKETT COMMONS                                1,625,242      5,844,871        269,559       1,625,242      6,114,430      7,739,672
BENEVA                                         2,483,547      8,851,199        293,537       2,483,547      9,144,736     11,628,283
BENT TREE PLAZA                                1,927,712      6,659,082             --       1,927,712      6,659,082      8,586,794
BERKSHIRE COMMONS                              2,294,960      8,151,236         88,422       2,294,960      8,239,658     10,534,618
BLOOMINGDALE                                   3,861,759     14,100,891        235,565       3,861,759     14,336,456     18,198,215
BLOSSOM VALLEY                                 7,803,568     10,320,913             --       7,803,568     10,320,913     18,124,481
BOLTON PLAZA                                   2,660,227      6,209,110      1,435,951       2,634,664      7,670,624     10,305,288
BONNERS POINT                                    859,854      2,878,641        189,356         859,854      3,067,997      3,927,851
BOULEVARD CENTER                               3,659,040      9,658,227             --       3,659,040      9,658,227     13,317,267
BOYNTON LAKES PLAZA                            2,783,000     10,043,027         43,649       2,783,000     10,086,676     12,869,676
BRAELINN VILLAGE EQUIPORT                      4,191,214     12,389,585        883,677       4,191,214     13,273,262     17,464,476
BRIARCLIFF LA VISTA                              694,120      2,462,819        583,747         694,120      3,046,566      3,740,686
BRIARCLIFF VILLAGE                             4,597,018     16,303,813      1,476,227       4,597,018     17,780,040     22,377,058
BRISTOL WARNER                                 5,000,000     11,997,016             --       5,000,000     11,997,016     16,997,016
BROOKVILLE PLAZA                               1,208,012      4,205,994        186,518       1,208,012      4,392,512      5,600,524
BUCKHEAD COURT                                 1,737,569      6,162,941      1,515,521       1,627,569      7,788,462      9,416,031
BUCKLEY SQUARE                                 2,970,000      5,126,240             --       2,970,000      5,126,240      8,096,240
CAMBRIDGE SQUARE                                 792,000      2,916,034        309,747         792,000      3,225,781      4,017,781
CARMEL COMMONS                                 2,466,200      8,903,187      1,659,743       2,466,200     10,562,930     13,029,130
CARRIAGE GATE                                    740,960      2,494,750      1,232,323         740,960      3,727,073      4,468,033
CASA LINDA PLAZA                               4,515,000     30,809,330             --       4,515,000     30,809,330     35,324,330
CASCADE PLAZA                                  3,023,165     10,694,460             --       3,023,165     10,694,460     13,717,625
CENTER OF SEVEN SPRINGS                        1,737,994      6,290,048      1,781,068       1,757,440      8,051,670      9,809,110
CHAMPIONS FOREST                               2,665,875      8,678,603             --       2,665,875      8,678,603     11,344,478
CHASEWOOD PLAZA                                1,675,000     11,390,727      5,844,360       2,476,486     16,433,601     18,910,087
CHERRY GROVE                                   3,533,146     12,710,297        497,290       3,533,146     13,207,587     16,740,733
CHERRY PARK MARKET                             2,400,000     16,162,934             --       2,400,000     16,162,934     18,562,934
CITY VIEW SHOPPING CENTER                      1,207,204      4,341,304         53,659       1,207,204      4,394,963      5,602,167
COLUMBIA MARKETPLACE                           1,280,158      4,285,745        193,291       1,280,158      4,479,036      5,759,194
COOPER STREET                                  2,078,891     10,682,189             --       2,078,891     10,682,189     12,761,080
COSTA VERDE                                   12,740,000     25,261,188             --      12,740,000     25,261,188     38,001,188
COUNTRY CLUB                                   1,105,201      3,709,452        150,765       1,105,201      3,860,217      4,965,418
COUNTRY CLUB CALIF                             3,000,000     11,657,200             --       3,000,000     11,657,200     14,657,200
COURTYARD SHOPPING CENTER                      1,761,567      4,187,039        843,408       1,761,567      5,030,447      6,792,014
CROMWELL SQUARE                                1,771,892      6,285,288        263,146       1,771,892      6,548,434      8,320,326
CROSSROADS                                     3,513,903      2,595,055             --       3,513,903      2,595,055      6,108,958
CUMMING 400                                    2,374,562      8,420,776        476,617       2,374,562      8,897,393     11,271,955
DELK SPECTRUM                                  2,984,577     11,048,896         20,949       2,984,577     11,069,845     14,054,422
DIABLO PLAZA                                   5,300,000      7,535,866             --       5,300,000      7,535,866     12,835,866
DUNWOODY HALL                                  1,819,209      6,450,922        983,126       1,819,209      7,434,048      9,253,257
DUNWOODY VILLAGE                               2,326,063      7,216,045      2,129,971       2,326,063      9,346,016     11,672,079
EAST POINTE                                    1,868,120      6,742,983         37,375       1,868,120      6,780,358      8,648,478
EAST PORT PLAZA                                3,257,023     11,611,363        283,522       3,257,023     11,894,885     15,151,908
EL CAMINO                                      7,600,000     10,852,428             --       7,600,000     10,852,428     18,452,428
EL NORTE PARKWAY PLA                           2,833,510      6,332,078             --       2,833,510      6,332,078      9,165,588
ENCINA GRANDE                                  5,040,000     10,378,539             --       5,040,000     10,378,539     15,418,539
ENSLEY SQUARE                                    915,493      3,120,928        436,060         915,493      3,556,988      4,472,481
EVANS CROSSING                                 1,468,743      5,123,617        171,720       1,634,997      5,129,083      6,764,080
FLEMING ISLAND                                 3,076,701      6,291,505         31,752       3,076,701      6,323,257      9,399,958
FRANKLIN SQUARE                                2,584,025      9,379,749        478,328       2,584,025      9,858,077     12,442,102
FRIARS MISSION                                 6,660,000     27,276,992             --       6,660,000     27,276,992     33,936,992
GARDEN SQUARE                                  2,073,500      7,614,748        425,298       2,136,135      7,977,411     10,113,546
GARNER FESTIVAL                                5,591,099     19,897,197        864,979       5,591,099     20,762,176     26,353,275
GLENWOOD VILLAGE                               1,194,198      4,235,476        227,955       1,194,198      4,463,431      5,657,629
HAMILTON MEADOWS                               2,034,566      6,582,429          3,380       2,034,566      6,585,809      8,620,375
HAMPSTEAD VILLAGE                              2,769,901      5,152,103             --       2,769,901      5,152,103      7,922,004
HANCOCK                                        8,231,581     24,248,620             --       8,231,581     24,248,620     32,480,201
HARPETH VILLAGE FIELDSTONE                     2,283,874      5,559,498      3,537,926       2,283,874      9,097,424     11,381,298
HARWOOD HILLS VILLAGE                          2,852,704      9,192,614             --       2,852,704      9,192,614     12,045,318
HERITAGE LAND                                 12,390,000             --             --      12,390,000             --     12,390,000
HERITAGE PLAZA                                        --     23,675,957             --              --     23,675,957     23,675,957
HIGHLAND SQUARE                                2,615,250      9,359,722      4,964,243       2,615,250     14,323,965     16,939,215
HILLCREST VILLAGE                              1,600,000      1,797,686             --       1,600,000      1,797,686      3,397,686
HINSDALE LAKE COMMONS                          4,217,840     15,039,854         71,706       4,217,840     15,111,560     19,329,400
HYDE PARK                                      9,240,000     33,340,181      2,744,895       9,735,102     35,589,974     45,325,076
INGLEWOOD PLAZA                                1,300,000      1,862,406             --       1,300,000      1,862,406      3,162,406
JAMES CENTER                                   2,706,000      9,451,497             --       2,706,000      9,451,497     12,157,497
KERNERSVILLE PLAZA                             1,741,562      6,081,020        268,646       1,741,562      6,349,666      8,091,228
KINGSDALE SHOPPING CENTER                      3,866,500     14,019,614      1,165,620       3,866,500     15,185,234     19,051,734
LAGRANGE MARKETPLACE                             983,923      3,294,003        100,669         983,923      3,394,672      4,378,595
LAKE MERIDIAN                                  6,510,000     12,121,889             --       6,510,000     12,121,889     18,631,889
</TABLE>

                                   S-2

<PAGE>

                           REGENCY REALTY CORPORATION
                Combined Real Estate and Accumulated Depreciation
                                December 31, 1999

<TABLE>
<CAPTION>
                                                                                                       Schedule III (continued)

                                                     Initial Cost          Cost Capitalized                  Total Cost
                                                             Building &      Subsequent to                  Building &      
                                                 Land       Improvements      Acquisition       Land       Improvements      Total
                                               ---------    ------------   ----------------  ---------     ------------   ----------
<S>                                           <C>            <C>            <C>             <C>            <C>            <C>      
LAKE PINE PLAZA                                2,008,110      6,908,986        309,124       2,008,110      7,218,110      9,226,220
LAKESHORE                                      1,617,940      5,371,499         11,789       1,617,940      5,383,288      7,001,228
LEETSDALE MARKETPLACE                          3,420,000      9,933,701             --       3,420,000      9,933,701     13,353,701
LITTLETON SQUARE                               2,030,000      8,254,964             --       2,030,000      8,254,964     10,284,964
LOEHMANNS PLAZA                                3,981,525     14,117,891        758,111       3,981,525     14,876,002     18,857,527
LOEHMANNS PLAZA CALIFORNIA                     5,420,000      8,679,135             --       5,420,000      8,679,135     14,099,135
LOVEJOY STATION                                1,540,000      5,581,468          5,754       1,540,000      5,587,222      7,127,222
LUCEDALE MARKETPLACE                             641,565      2,147,848         98,306         641,565      2,246,154      2,887,719
MAINSTREET SQUARE                              1,274,027      4,491,897         47,467       1,274,027      4,539,364      5,813,391
MARINERS VILLAGE                               1,628,000      5,907,835        136,797       1,628,000      6,044,632      7,672,632
MARKET AT PRESTON FOREST                       4,400,000     10,752,712             --       4,400,000     10,752,712     15,152,712
MARKET AT ROUND ROCK                           2,000,000      9,676,170             --       2,000,000      9,676,170     11,676,170
MARKETPLACE  ST PETE                           1,287,000      4,662,740        283,120       1,287,000      4,945,860      6,232,860
MARTIN DOWNS VILLAGE CENTER                    2,000,000      5,133,495      3,134,394       2,437,664      7,830,225     10,267,889
MARTIN DOWNS VILLAGE SHOPPES                     700,000      1,207,861      2,901,488         817,135      3,992,214      4,809,349
MAXTOWN ROAD (NORTHGATE)                       1,753,136      6,244,449         28,947       1,753,136      6,273,396      8,026,532
MAYNARD CROSSING                               4,066,381     14,083,800        616,760       4,066,381     14,700,560     18,766,941
MEMORIAL BEND SHOPPING CENTER                  3,256,181     11,546,660      2,121,856       3,366,181     13,558,516     16,924,697
MERCHANTS VILLAGE                              1,054,306      3,162,919      3,399,315       1,054,306      6,562,234      7,616,540
MILLHOPPER                                     1,073,390      3,593,523        957,748       1,073,390      4,551,271      5,624,661
MILLS POINTE                                   2,000,000     11,919,176             --       2,000,000     11,919,176     13,919,176
MOCKINGBIRD COMMON                             3,000,000      9,675,600             --       3,000,000      9,675,600     12,675,600
MORNINGSIDE PLAZA                              4,300,000     13,119,929             --       4,300,000     13,119,929     17,419,929
MURRAYHILL MARKETPLACE                         2,600,000     15,753,034             --       2,600,000     15,753,034     18,353,034
NASHBORO                                       1,824,320      7,167,679        145,528       1,824,320      7,313,207      9,137,527
NEWBERRY SQUARE                                2,341,460      8,466,651        868,040       2,341,460      9,334,691     11,676,151
NEWLAND CENTER                                12,500,000     12,221,279             --      12,500,000     12,221,279     24,721,279
NORTH HILLS                                    4,900,000     18,972,202             --       4,900,000     18,972,202     23,872,202
NORTH MIAMI SHOPPING CENTER                      603,750      2,021,250         94,045         603,750      2,115,295      2,719,045
NORTHVIEW PLAZA                                1,956,961      8,694,879             --       1,956,961      8,694,879     10,651,840
OAKBROOK PLAZA                                 4,000,000      6,365,704             --       4,000,000      6,365,704     10,365,704
OAKLEY PLAZA                                   1,772,540      6,406,975         78,014       1,772,540      6,484,989      8,257,529
OCEAN BREEZE                                   1,250,000      3,341,199      2,491,222       1,527,400      5,555,021      7,082,421
OLD ST AUGUSTINE PLAZA                         2,047,151      7,355,162        295,861       2,047,151      7,651,023      9,698,174
ORCHARD SQUARE                                 1,155,000      4,135,353        284,028       1,155,000      4,419,381      5,574,381
PACES FERRY PLAZA                              2,811,522      9,967,557      2,047,867       2,811,622     12,015,324     14,826,946
PALM HARBOUR SHOPPING VILLAGE                  2,899,928     10,998,230      1,264,129       2,899,928     12,262,359     15,162,287
PALM TRAILS PLAZA                              2,438,996      5,818,523         47,362       2,438,996      5,865,885      8,304,881
PARK PLACE                                     2,231,745      7,974,362          8,795       2,231,745      7,983,157     10,214,902
PARKWAY STATION                                1,123,200      4,283,917        216,003       1,123,200      4,499,920      5,623,120
PASEO VILLAGE                                  2,550,000      7,780,102             --       2,550,000      7,780,102     10,330,102
PEACHLAND PROMENADE                            1,284,562      5,143,564         93,215       1,284,561      5,236,780      6,521,341
PEARTREE VILLAGE                               5,196,653      8,732,711     10,768,493       5,196,653     19,501,204     24,697,857
PIKE CREEK                                     5,077,406     18,860,183        398,631       5,077,406     19,258,814     24,336,220
PIMA CROSSING                                  5,800,000     24,891,690             --       5,800,000     24,891,690     30,691,690
PINE LAKE VILLAGE                              6,300,000     10,522,041             --       6,300,000     10,522,041     16,822,041
PINE TREE PLAZA                                  539,000      1,995,927      3,310,606         539,000      5,306,533      5,845,533
PLAZA DE HACIENDA                              4,230,000     11,741,933             --       4,230,000     11,741,933     15,971,933
PLAZA HERMOSA                                  4,200,000      9,369,630             --       4,200,000      9,369,630     13,569,630
POWERS FERRY                                   1,190,822      4,223,606        243,073       1,190,822      4,466,679      5,657,501
POWERS FERRY SQUARE                            3,607,647     12,790,749      3,901,785       3,607,647     16,692,534     20,300,181
PRESTON PARK                                   6,400,000     46,896,071             --       6,400,000     46,896,071     53,296,071
QUEENSBOROUGH                                  1,826,000      6,501,056       (833,622)(*)   1,163,021      6,330,413      7,493,434
REGENCY COURT                                  3,571,337     12,664,014      1,032,708       3,571,337     13,696,722     17,268,059
REGENCY SQUARE  BRANDON                          577,975     18,156,719      7,850,159       4,491,461     22,093,392     26,584,853
RIDGLEA PLAZA                                  1,675,498     12,912,138             --       1,675,498     12,912,138     14,587,636
RIVERMONT STATION                              2,887,213     10,445,109         87,952       2,887,213     10,533,061     13,420,274
RONA PLAZA                                     1,500,000      4,356,480             --       1,500,000      4,356,480      5,856,480
ROSWELL VILLAGE                                2,304,345      6,777,200      5,729,925       2,304,345     12,507,125     14,811,470
RUSSELL RIDGE                                  2,153,214             --      6,574,954       2,215,341      6,512,827      8,728,168
SAMMAMISH HIGHLAND                             9,300,000      7,553,288             --       9,300,000      7,553,288     16,853,288
SAN LEANDRO                                    1,300,000      7,891,091             --       1,300,000      7,891,091      9,191,091
SANDY PLAINS VILLAGE                           2,906,640     10,412,440      1,555,213       2,906,640     11,967,653     14,874,293
SANDY SPRINGS VILLAGE                            733,126      2,565,411      1,013,964         733,126      3,579,375      4,312,501
SANTA ANA DOWTOWN                              4,240,000      7,319,468             --       4,240,000      7,319,468     11,559,468
SEQUOIA STATION                                9,100,000     17,899,819             --       9,100,000     17,899,819     26,999,819
SHERWOOD MARKET CENTER                         3,475,000     15,897,972             --       3,475,000     15,897,972     19,372,972
SHOPPES @ 104                                  2,651,000      9,523,429        440,325       2,651,000      9,963,754     12,614,754
SHOPPES AT MASON                               1,576,656      5,357,855             --       1,576,656      5,357,855      6,934,511
SILVERLAKE                                     2,004,860      7,161,869         21,690       2,004,860      7,183,559      9,188,419
SOUTH MONROE                                   1,200,000      6,566,974     (1,351,812)(*)     874,999      5,540,163      6,415,162
SOUTH POINT PLAZA                              5,000,000     10,085,995             --       5,000,000     10,085,995     15,085,995

<FN>
(*)  Includes land parcels sold during 1999.
</FN>
</TABLE>

                              S-3

<PAGE>

                           REGENCY REALTY CORPORATION
                Combined Real Estate and Accumulated Depreciation
                                December 31, 1999

<TABLE>
<CAPTION>
                                                                                                    Schedule III (continued)

                                                     Initial Cost          Cost Capitalized                 Total Cost
                                                             Building &      Subsequent to                  Building &      
                                                 Land       Improvements      Acquisition       Land       Improvements      Total
                                               ---------    ------------   ----------------  ---------     ------------   ----------
<S>                                          <C>          <C>              <C>             <C>          <C>            <C>      
SOUTH POINTE CROSSING                          4,399,303     11,116,491        247,094       4,399,303     11,363,585     15,762,888
SOUTHCENTER                                    1,300,000     12,250,504             --       1,300,000     12,250,504     13,550,504
SOUTHPARK                                      3,077,667      9,399,976             --       3,077,667      9,399,976     12,477,643
ST ANN SQUARE                                  1,541,883      5,597,282          5,663       1,541,883      5,602,945      7,144,828
STATLER SQUARE                                 2,227,819      7,479,952        402,540       2,227,819      7,882,492     10,110,311
STRAWFLOWER VILLAGE                            4,060,228      7,232,936             --       4,060,228      7,232,936     11,293,164
SUNNYSIDE 205                                  1,200,000      8,703,281             --       1,200,000      8,703,281      9,903,281
TAMIAMI TRAILS                                 2,046,286      7,463,336        169,041       2,046,286      7,632,377      9,678,663
TASSAJARA CROSSING                             8,560,000     14,899,929             --       8,560,000     14,899,929     23,459,929
TEQUESTA SHOPPES                               1,782,000      6,426,042        245,223       1,782,000      6,671,265      8,453,265
TERRACE WALK                                   1,196,286      2,935,683        123,782       1,196,286      3,059,465      4,255,751
THE MARKETPLACE                                1,211,605      4,056,242      2,875,421       1,758,434      6,384,834      8,143,268
THE PROMENADE                                  2,526,480     12,712,811             --       2,526,480     12,712,811     15,239,291
THE VILLAGE                                      522,313      6,984,992             --         522,313      6,984,992      7,507,305
THOMAS LAKE                                    6,000,000     10,301,811             --       6,000,000     10,301,811     16,301,811
TOWN CENTER AT MARTIN DOWNS                    1,364,000      4,985,410         35,225       1,364,000      5,020,635      6,384,635
TOWN SQUARE                                      438,302      1,555,481      1,593,834         768,302      2,819,315      3,587,617
TROWBRIDGE CROSSING EQUIPORT                     910,263      1,914,551      1,162,927         910,263      3,077,478      3,987,741
TWIN PEAKS                                     5,200,000     25,119,758             --       5,200,000     25,119,758     30,319,758
UNION SQUARE SHOPPING CENTER                   1,578,654      5,933,889        425,198       1,578,656      6,359,085      7,937,741
UNIVERSITY COLLECTION                          2,530,000      8,971,597        149,697       2,530,000      9,121,294     11,651,294
UNIVERSITY MARKETPLACE                         3,250,562      7,056,855      2,518,819       3,532,046      9,294,190     12,826,236
VALLEY RANCH CENTRE                            3,021,181     10,727,623             --       3,021,181     10,727,623     13,748,804
VENTURA VILLAGE                                4,300,000      6,351,012             --       4,300,000      6,351,012     10,651,012
VILLAGE CENTER 6                               3,885,444     10,799,316        441,127       3,885,444     11,240,443     15,125,887
VILLAGE IN TRUSSVILLE                            973,954      3,260,627        110,895         973,954      3,371,522      4,345,476
WALKER CENTER                                  3,840,000      6,417,522             --       3,840,000      6,417,522     10,257,522
WATERFORD TOWNE CENTER                         5,650,058      5,514,671             --       5,650,058      5,514,671     11,164,729
WELLEBY                                        1,496,000      5,371,636      1,656,583       1,496,000      7,028,219      8,524,219
WELLINGTON MARKET PLACE                        5,070,384     13,308,972        352,814       5,070,384     13,661,786     18,732,170
WELLINGTON TOWN SQUARE                         1,914,000      7,197,934        691,879       1,914,000      7,889,813      9,803,813
WEST COUNTY                                    1,491,462      4,993,155        126,744       1,491,462      5,119,899      6,611,361
WEST HILLS                                     2,200,000      6,045,233             --       2,200,000      6,045,233      8,245,233
WEST PARK PLAZA                                5,840,225      4,991,746             --       5,840,225      4,991,746     10,831,971
WESTCHESTER PLAZA                              1,857,048      6,456,178        284,131       1,857,048      6,740,309      8,597,357
WESTLAKE VILLAGE CENTER                             --       32,786,739             --              --     32,786,739     32,786,739
WINDMILLER PLAZA PHASE I                       2,620,355     11,190,526        468,768       2,620,355     11,659,294     14,279,649
WOODCROFT SHOPPING CENTER                      1,419,000      5,211,981        388,944       1,419,000      5,600,925      7,019,925
WOODMAN VAN NUYS                               5,500,000      6,835,246             --       5,500,000      6,835,246     12,335,246
WOODSIDE CENTRAL                               3,500,000      8,845,697             --       3,500,000      8,845,697     12,345,697
WORTHINGTON PARK CENTRE                        3,346,203     10,053,858        482,503       3,346,203     10,536,361     13,882,564
                                             -----------  -------------    -----------     -----------  -------------  -------------
                                             561,396,266  1,722,634,268    117,922,770     567,673,872  1,834,279,432  2,401,953,304
                                             ===========  =============    ===========     ===========  =============  =============
</TABLE>

                                   S-4

<PAGE>


                           REGENCY REALTY CORPORATION
                Combined Real Estate and Accumulated Depreciation
                                December 31, 1999
                                                        Schedule III (continued)
        
                                                         Total Cost           
                                                          Net of             
                                          Accumulated   Accumulated          
                                          Depreciation  Depreciation   Mortgages
                                          ------------  ------------   ---------

ANASTASIA SHOPPING PLAZA                     703,411     4,163,157            --
ARAPAHO VILLAGE                              167,115     8,701,721            --
ARDEN SQUARE                                 154,340    10,406,098            --
ASHFORD PLACE                                919,895    11,393,577     4,550,587
AVENTURA SHOPPING CENTER                   2,590,758     9,755,545     8,470,790
BECKETT COMMONS                              290,832     7,448,840            --
BENEVA                                       234,349    11,393,934            --
BENT TREE PLAZA                              333,929     8,252,865     5,524,586
BERKSHIRE COMMONS                          1,293,958     9,240,660            --
BLOOMINGDALE                                 689,773    17,508,442            --
BLOSSOM VALLEY                               214,502    17,909,979            --
BOLTON PLAZA                               1,164,968     9,140,320            --
BONNERS POINT                                640,470     3,287,381     1,613,000
BOULEVARD CENTER                             200,691    13,116,576            --
BOYNTON LAKES PLAZA                          503,861    12,365,815            --
BRAELINN VILLAGE EQUIPORT                  1,169,840    16,294,636    12,218,290
BRIARCLIFF LA VISTA                          228,379     3,512,307     1,630,511
BRIARCLIFF VILLAGE                         1,531,761    20,845,297    13,113,636
BRISTOL WARNER                               254,072    16,742,944            --
BROOKVILLE PLAZA                             232,409     5,368,115            --
BUCKHEAD COURT                               640,706     8,775,325            --
BUCKLEY SQUARE                               114,662     7,981,578            --
CAMBRIDGE SQUARE                             231,738     3,786,043            --
CARMEL COMMONS                               724,774    12,304,356            --
CARRIAGE GATE                                929,813     3,538,220     2,266,757
CASA LINDA PLAZA                             646,494    34,677,836            --
CASCADE PLAZA                                 89,111    13,628,514            --
CENTER OF SEVEN SPRINGS                    1,365,365     8,443,745            --
CHAMPIONS FOREST                             180,533    11,163,945            --
CHASEWOOD PLAZA                            3,164,413    15,745,674     8,000,000
CHERRY GROVE                                 608,392    16,132,341            --
CHERRY PARK MARKET                           336,746    18,226,188            --
CITY VIEW SHOPPING CENTER                    387,717     5,214,450            --
COLUMBIA MARKETPLACE                         816,828     4,942,366     2,586,000
COOPER STREET                                222,192    12,538,888            --
COSTA VERDE                                  524,233    37,476,955            --
COUNTRY CLUB                                 676,689     4,288,729     2,264,000
COUNTRY CLUB CALIF                           243,184    14,414,016            --
COURTYARD SHOPPING CENTER                  1,384,366     5,407,648     1,378,000
CROMWELL SQUARE                              582,640     7,737,686     4,411,629
CROSSROADS                                    53,918     6,055,040            --
CUMMING 400                                  785,766    10,486,189     6,349,087
DELK SPECTRUM                                588,826    13,465,596            --
DIABLO PLAZA                                 156,691    12,679,175            --
DUNWOODY HALL                                612,852     8,640,405            --
DUNWOODY VILLAGE                             768,329    10,903,750     7,144,500
EAST POINTE                                  328,701     8,319,777     5,173,921
EAST PORT PLAZA                              840,051    14,311,857            --
EL CAMINO                                    226,355    18,226,073            --
EL NORTE PARKWAY PLA                         131,548     9,034,040            --
ENCINA GRANDE                                215,852    15,202,687            --
ENSLEY SQUARE                                326,996     4,145,485            --
EVANS CROSSING                               268,899     6,495,181     4,277,340
FLEMING ISLAND                               237,072     9,162,886     3,404,648
FRANKLIN SQUARE                              517,497    11,924,605     8,989,157
FRIARS MISSION                               564,821    33,372,171    17,686,329
GARDEN SQUARE                                447,836     9,665,710     6,403,488
GARNER FESTIVAL                              626,736    25,726,539            --
GLENWOOD VILLAGE                             402,574     5,255,055     2,127,621
HAMILTON MEADOWS                             385,108     8,235,267     5,528,516
HAMPSTEAD VILLAGE                             20,684     7,901,320     2,431,616
HANCOCK                                      497,293    31,982,908            --
HARPETH VILLAGE FIELDSTONE                   446,475    10,934,823            --
HARWOOD HILLS VILLAGE                        187,491    11,857,827            --
HERITAGE LAND                                   --      12,390,000            --
HERITAGE PLAZA                               508,580    23,167,377            --
HIGHLAND SQUARE                              386,415    16,552,800     3,835,315
HILLCREST VILLAGE                             37,464     3,360,222            --
HINSDALE LAKE COMMONS                        411,905    18,917,495            --
HYDE PARK                                  2,306,602    43,018,474    24,750,000
INGLEWOOD PLAZA                               38,648     3,123,758            --
JAMES CENTER                                 177,930    11,979,567     5,787,944
KERNERSVILLE PLAZA                           281,973     7,809,255     5,146,742
KINGSDALE SHOPPING CENTER                    838,852    18,212,882            --
LAGRANGE MARKETPLACE                         612,680     3,765,915     1,645,000
LAKE MERIDIAN                                253,379    18,378,510            --
                              S-5

<PAGE>

                    REGENCY REALTY CORPORATION
                Combined Real Estate and Accumulated Depreciation
                                December 31, 1999

                                                        Schedule III (continued)
       
                                                        Total Cost           
                                                          Net of             
                                          Accumulated   Accumulated          
                                          Depreciation  Depreciation   Mortgages
                                          ------------  ------------   ---------


LAKE PINE PLAZA                              324,461     8,901,759     5,888,137
LAKESHORE                                    256,291     6,744,937     3,668,020
LEETSDALE MARKETPLACE                        210,546    13,143,155            --
LITTLETON SQUARE                             171,608    10,113,356            --
LOEHMANNS PLAZA                            1,316,391    17,541,136            --
LOEHMANNS PLAZA CALIFORNIA                   182,289    13,916,846            --
LOVEJOY STATION                              349,967     6,777,255            --
LUCEDALE MARKETPLACE                         415,786     2,471,933     1,390,000
MAINSTREET SQUARE                            322,753     5,490,638            --
MARINERS VILLAGE                             438,189     7,234,443            --
MARKET AT PRESTON FOREST                     223,653    14,929,059            --
MARKET AT ROUND ROCK                         202,961    11,473,209     7,298,779
MARKETPLACE  ST PETE                         511,093     5,721,767            --
MARTIN DOWNS VILLAGE CENTER                1,549,336     8,718,553     4,150,000
MARTIN DOWNS VILLAGE SHOPPES                 446,248     4,363,101     1,313,000
MAXTOWN ROAD (NORTHGATE)                     273,865     7,752,667     5,339,003
MAYNARD CROSSING                             653,322    18,113,619    11,550,269
MEMORIAL BEND SHOPPING CENTER              1,179,660    15,745,037     8,089,362
MERCHANTS VILLAGE                            374,103     7,242,437            --
MILLHOPPER                                 1,141,519     4,483,142     2,401,000
MILLS POINTE                                 254,094    13,665,082     5,741,898
MOCKINGBIRD COMMON                           202,283    12,473,317            --
MORNINGSIDE PLAZA                            277,236    17,142,693            --
MURRAYHILL MARKETPLACE                       332,855    18,020,179     8,209,237
NASHBORO                                     159,122     8,978,405            --
NEWBERRY SQUARE                            1,667,918    10,008,233     6,346,921
NEWLAND CENTER                               265,001    24,456,278            --
NORTH HILLS                                  394,792    23,477,410     8,688,589
NORTH MIAMI SHOPPING CENTER                  725,877     1,993,168     1,160,000
NORTHVIEW PLAZA                              180,899    10,470,941            --
OAKBROOK PLAZA                               137,140    10,228,564            --
OAKLEY PLAZA                                 455,637     7,801,892            --
OCEAN BREEZE                               1,114,671     5,967,750     2,805,000
OLD ST AUGUSTINE PLAZA                       684,282     9,013,892            --
ORCHARD SQUARE                               475,492     5,098,889            --
PACES FERRY PLAZA                          1,013,894    13,813,052            --
PALM HARBOUR SHOPPING VILLAGE              1,030,852    14,131,435            --
PALM TRAILS PLAZA                            237,875     8,067,006            --
PARK PLACE                                   233,562     9,981,340            --
PARKWAY STATION                              437,015     5,186,105            --
PASEO VILLAGE                                162,823    10,167,279     4,081,445
PEACHLAND PROMENADE                          724,060     5,797,281     4,095,518
PEARTREE VILLAGE                           1,208,491    23,489,366    12,613,011
PIKE CREEK                                   715,709    23,620,511    12,237,467
PIMA CROSSING                                521,129    30,170,561            --
PINE LAKE VILLAGE                            218,507    16,603,534            --
PINE TREE PLAZA                              152,747     5,692,786            --
PLAZA DE HACIENDA                          243,335      15,728,598     6,604,058
PLAZA HERMOSA                              194,980      13,374,650            --
POWERS FERRY                               379,832       5,277,669     2,885,949
POWERS FERRY SQUARE                      1,328,284      18,971,897            --
PRESTON PARK                               984,572      52,311,499    24,478,620
QUEENSBOROUGH                              176,070       7,317,364            --
REGENCY COURT                            1,156,685      16,111,374            --
REGENCY SQUARE  BRANDON                  6,778,241      19,806,612    12,000,000
RIDGLEA PLAZA                              273,345      14,314,291            --
RIVERMONT STATION                          665,282      12,754,992            --
RONA PLAZA                                  90,620       5,765,860            --
ROSWELL VILLAGE                            622,605      14,188,865            --
RUSSELL RIDGE                              823,061       7,905,107     6,124,639
SAMMAMISH HIGHLAND                         157,091      16,696,197            --
SAN LEANDRO                                166,369       9,024,722            --
SANDY PLAINS VILLAGE                       955,297      13,918,996            --
SANDY SPRINGS VILLAGE                      248,139       4,064,362            --
SANTA ANA DOWTOWN                          153,685      11,405,783            --
SEQUOIA STATION                            372,249      26,627,570            --
SHERWOOD MARKET CENTER                     343,240      19,029,732            --
SHOPPES @ 104                              385,985      12,228,769            --
SHOPPES AT MASON                           249,129       6,685,382     3,861,074
SILVERLAKE                                 285,014       8,903,405            --
SOUTH MONROE                               213,093       6,202,069            --
SOUTH POINT PLAZA                          209,355      14,876,640            --

                              S-6

<PAGE>

                    REGENCY REALTY CORPORATION
                Combined Real Estate and Accumulated Depreciation
                                December 31, 1999

                                                        Schedule III (continued)
       


                                                        Total Cost           
                                                          Net of             
                                          Accumulated   Accumulated          
                                          Depreciation  Depreciation   Mortgages
                                          ------------  ------------   ---------
SOUTH POINTE CROSSING                      279,858      15,483,030            --
SOUTHCENTER                                257,171      13,293,333            --
SOUTHPARK                                  195,568      12,282,075            --
ST ANN SQUARE                              345,192       6,799,636     4,861,922
STATLER SQUARE                             370,770       9,739,541     5,393,006
STRAWFLOWER VILLAGE                        153,788      11,139,376            --
SUNNYSIDE 205                              182,560       9,720,721     5,678,996
TAMIAMI TRAILS                             481,369       9,197,294            --
TASSAJARA CROSSING                         310,417      23,149,512            --
TEQUESTA SHOPPES                           564,489       7,888,776            --
TERRACE WALK                               704,586       3,551,165       683,000
THE MARKETPLACE                          1,038,753       7,104,515     4,833,300
THE PROMENADE                              268,195      14,971,096            --
THE VILLAGE                                146,548       7,360,757            --
THOMAS LAKE                                214,407      16,087,404            --
TOWN CENTER AT MARTIN DOWNS                387,973       5,996,662            --
TOWN SQUARE                                178,771       3,408,846            --
TROWBRIDGE CROSSING EQUIPORT               202,473       3,785,268     1,800,000
TWIN PEAKS                                 524,275      29,795,483            --
UNION SQUARE SHOPPING CENTER               556,755       7,380,986            --
UNIVERSITY COLLECTION                      737,604      10,913,690            --
UNIVERSITY MARKETPLACE                   2,122,729      10,703,507            --
VALLEY RANCH CENTRE                        227,928      13,520,876            --
VENTURA VILLAGE                            132,059      10,518,953            --
VILLAGE CENTER 6                         1,189,672      13,936,215            --
VILLAGE IN TRUSSVILLE                      631,669       3,713,807     1,775,000
WALKER CENTER                              135,589      10,121,933            --
WATERFORD TOWNE CENTER                      43,360      11,121,369            --
WELLEBY                                    780,688       7,743,531            --
WELLINGTON MARKET PLACE                  1,498,316      17,233,854            --
WELLINGTON TOWN SQUARE                     692,458       9,111,355            --
WEST COUNTY                              1,006,227       5,605,134     3,190,000
WEST HILLS                                 125,737       8,119,496     5,185,042
WEST PARK PLAZA                            103,736      10,728,235            --
WESTCHESTER PLAZA                          390,261       8,207,096     5,712,441
WESTLAKE VILLAGE CENTER                    681,958      32,104,781            --
WINDMILLER PLAZA PHASE I                   431,949      13,847,700            --
WOODCROFT SHOPPING CENTER                  469,317       6,550,608            --
WOODMAN VAN NUYS                           138,667      12,196,579     5,895,124
WOODSIDE CENTRAL                           186,176      12,159,521            --
WORTHINGTON PARK CENTRE                    510,888      13,371,676     4,858,536
                                       -----------  --------------   -----------
                                       104,467,176   2,297,486,128   401,596,373
                                       ===========  ==============   ===========

                                   S-7

<PAGE>

                           REGENCY REALTY CORPORATION

                Combined Real Estate and Accumulated Depreciation
                                December 31, 1999
                                  
                                                                    Schedule III


Depreciation and amortization of the Company's investment in buildings and
improvements reflected in the statement of operation is calculated over the
estimated useful lives of the assets as follows:

         Buildings and improvements:             up to 40 years

         The aggregate cost for Federal income tax purposes was approximately 
          $2,100,351,999 at December 31, 1999.



The changes in total real estate assets for the period ended December 31, 1999,
1998 and 1997:


<TABLE>
<CAPTION>
                                                    1999               1998              1997
                                              ---------------     --------------     ------------

    <S>                                        <C>                 <C>                <C>        
    Balance, beginning of period               1,183,184,013         799,801,367      389,007,481
      Developed or acquired properties         1,215,563,938         399,305,955      408,475,251
      Sale of property                           (18,330,608)        (24,248,801)      (2,907,503)
      Improvements                                21,535,961           8,325,492        5,226,138
                                               --------------      --------------     ------------
    Balance, end of period                     2,401,953,304       1,183,184,013      799,801,367
                                               ==============      ==============     ============
</TABLE>




The changes in accumulated depreciation for the period ended December 31, 1999,
1998 and 1997:


<TABLE>
<CAPTION>
                                                      1999              1998              1997
                                                 ------------        ------------     ------------

    <S>                                          <C>                 <C>              <C>       
    Balance, beginning of period                  58,983,738          40,795,801       26,213,225
      Sale of property                              (721,034)         (5,121,929)        (713,176)
      Depreciation for period                     46,204,472          23,309,866       15,295,752
                                                 ------------         -----------      -----------
    Balance, end of period                       104,467,176          58,983,738       40,795,801
                                                 ============         ===========      ===========
</TABLE>

                                        S-8

<PAGE>







                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                           REGENCY REALTY CORPORATION

         This  corporation was  incorporated on July 8, 1993,  effective July 9,
1993, under the name Regency Realty  Corporation.  Pursuant to Section 607.1007,
Florida  Business  Corporation  Act,  restated  Articles of  Incorporation  were
approved at a meeting of the directors of this  corporation on October 28, 1996.
The Restated  Articles of  Incorporation  adopted by the  directors  incorporate
previously  filed  amendments  and  omit  items  of  historical  interest  only.
Accordingly, shareholder approval was not required.


ARTICLE 1

                                NAME AND ADDRESS

     Section 1.1 Name. The name of the corporation is Regency Realty Corporation
(the "Corporation").


     Section  1.2 Address of  Principal  Office.  The  address of the  principal
office of the  Corporation  is 121 West Forsyth  Street,  Jacksonville,  Florida
32202.

ARTICLE 2

                                    DURATION

Section 2.1       Duration.  The Corporation shall exist perpetually.


ARTICLE 3

                                    PURPOSES

     Section 3.1  Purposes.  This  corporation  is organized  for the purpose of
transacting  any or all lawful  business  permitted under the laws of the United
States and of the State of Florida.

ARTICLE 4

                                  CAPITAL STOCK

Section 4.1 Authorized Capital.  The maximum number of shares
 of stock which the
Corporation  is  authorized  to have  outstanding  at any one time is forty-five
million  (45,000,000)  shares (the  "Capital  Stock")  divided  into  classes as
follows:

(a)      Ten million  (10,000,000)  shares of preferred stock having a par value
         of $0.01 per share (the "Preferred Stock"),  and which may be issued in
         one or more classes or series as further described in Section 4.2; and

     (b) Twenty-five million (25,000,000) shares of voting common stock having a
par value of $0.01 per share (the "Common Stock"); and

(c)      Ten million  (10,000,000)  shares of common stock having a par value of
         $0.01 per share (the "Special Common Stock") and which may be issued in
         one or more classes or series as further described in Section 4.4.

All such shares shall be issued fully paid and nonassessable.

Section 4.2 Preferred Stock. The Board of Directors is authorized to provide for
the  issuance of the  Preferred  Stock in one or more classes and in one or more
series within a class and, by filing the appropriate  Articles of Amendment with
the Secretary of State of Florida which shall be effective  without  shareholder
action,  is  authorized to establish the number of shares to be included in each
class and each series and the  preferences,  limitations  and relative rights of
each class and each series. Such preferences must include the preferential right
to receive  distributions  of  dividends  or the  preferential  right to receive
distributions of assets upon the dissolution of the Corporation before shares of
Common Stock are entitled to receive such distributions.

Section 4.3 Voting Common Stock.  Holders of Voting Common Stock are entitled to
one vote per share on all matters  required by Florida law to be approved by the
shareholders.  Subject  to the  rights of any  outstanding  classes or series of
Preferred Stock having preferential dividend rights, holders of Common Stock are
entitled to such  dividends as may be declared by the Board of Directors  out of
funds lawfully  available  therefor.  Upon the  dissolution of the  Corporation,
holders of Common Stock are entitled to receive, pro rata in accordance with the
number of shares  owned by each,  the net  assets of the  Corporation  remaining
after the holders of any outstanding classes or series of Preferred Stock having
preferential rights to such assets have received the distributions to which they
are entitled.

Section 4.4 Special  Common  Stock.  The Board of  Directors  is  authorized  to
provide for the issuance of the Special  Common Stock in one or more classes and
in one or more series within a class and, by filing the appropriate  Articles of
Amendment  with the  Secretary  of State of  Florida  which  shall be  effective
without  shareholder  action, is authorized to establish the number of shares to
be  included  in each class and each  series and the  limitations  and  relative
rights of each class and each  series.  Each  class or series of Special  Common
Stock (1) shall bear  dividends,  pari passu with dividends on the Common Stock,
in such  amount as the  Board of  Directors  shall  determine,  (2)  shall  vote
together  with the Common  Stock,  and not  separately  as a class  except where
otherwise  required by law, on all matters on which the Common Stock is entitled
to vote, unless the Board of Directors  determines that any such class or series
shall have  limited  voting  rights or shall not be  entitled  to vote except as
otherwise required by law, (3) may be convertible or redeemable on such terms as
the Board of  Directors  may  determine,  and (4) may have such  other  relative
rights and limitations as the Board of Directors is allowed by law to determine.

ARTICLE 5

                                 REIT PROVISIONS

     Section 5.1 Definitions.  For the purposes of this Article 5, the following
terms shall have the following meanings:

(a)      "Acquire" shall mean the acquisition of Beneficial  Ownership of shares
         of  Capital  Stock  by  any  means   including,   without   limitation,
         acquisition pursuant to the exercise of any option,  warrant, pledge or
         other security  interest or similar right to acquire shares,  but shall
         not include the  acquisition of any such rights,  unless,  as a result,
         the acquirer  would be considered a Beneficial  Owner as defined below.
         The term "Acquisition" shall have the correlative meaning.

(b)      "Actual  Owner"  shall mean,  with respect to any Capital  Stock,  that
         Person who is  required  to include in its gross  income any  dividends
         paid with respect to such Capital Stock.

(c)      "Beneficial  Ownership"  shall mean  ownership  of  Capital  Stock by a
         Person  who would be  treated  as an owner of such  shares  of  Capital
         Stock,  either directly or indirectly,  under Section  542(a)(2) of the
         Code,  taking into account for this purpose (i) constructive  ownership
         determined  under  Section  544 of the Code,  as  modified  by  Section
         856(h)(1)(B) of the Code (except where expressly  provided  otherwise);
         and (ii) any  future  amendment  to the Code  which  has the  effect of
         modifying the ownership rules under Section  542(a)(2) of the Code. The
         terms "Beneficial Owner,"  "Beneficially Owns" and "Beneficially Owned"
         shall have the correlative meanings.

(d)      "Code" shall mean the Internal Revenue Code of 1986, as amended. In the
         event of any future amendments to the Code involving the renumbering of
         Code  sections,  the Board of  Directors  may, in its sole  discretion,
         determine  that any  reference to a Code section  herein shall mean the
         successor Code section pursuant to such amendment.

(e)      "Constructive  Ownership"  shall mean  ownership of Capital  Stock by a
         Person who would be treated as an owner of such Capital  Stock,  either
         directly or  constructively,  through the application of Section 318 of
         the Code,  as  modified  by Section  856(d)(5)  of the Code.  The terms
         "Constructive Owner',  "Constructively Owns" and "Constructively Owned"
         shall have the correlative meanings.

(f)      "Existing Holder" shall mean any of The Regency Group, Inc., MEP, Ltd.,
         and The  Regency  Group II,  Ltd.  (and any Person who is a  Beneficial
         Owner of Capital  Stock as a result of  attribution  of the  Beneficial
         Ownership  from any of the Persons  previously  identified)  who at the
         opening of business on the date after the Initial  Public  Offering was
         the Beneficial Owner of Capital Stock in excess of the Ownership Limit;
         and any Person who Acquires Beneficial  Ownership from another Existing
         Holder,  except by Acquisition on the open market, so long as, but only
         so long as, such Person  Beneficially  Owns Capital  Stock in excess of
         the Ownership Limit.

     (g) "Existing  Holder Limit" for an Existing Holder shall mean,  initially,
the percentage by value of the outstanding  Capital Stock  Beneficially Owned by
such  Existing  Holder at the  opening of business on the date after the Initial
Public Offering,  and after any adjustment pursuant to Section 5.8 hereof, shall
mean such percentage of the outstanding Capital Stock as so adjusted;  provided,
however,  that the Existing Holder Limit shall not be a percentage which is less
than the Ownership Limit or in excess of 9.8%. Beginning with the date after the
Initial Public  Offering,  the Secretary of the Corporation  shall maintain and,
upon request,  make  available to each Existing  Holder,  a schedule  which sets
forth the then current Existing Holder Limits for each Existing Holder.

(h)      "Initial  Public  Offering"  means the closing of the sale of shares of
         Common Stock pursuant to the Corporation's first effective registration
         statement for such Common Stock filed under the Securities Act of 1933,
         as amended.

(i)      "Non-U.S.  Person"  shall  mean any  Person who is not (i) a citizen or
         resident of the United States,  (ii) a partnership created or organized
         in the  United  States  or under the laws of the  United  States or any
         state therein (including the District of Columbia), (iii) a corporation
         created  or  organized  in the  United  States or under the laws of the
         United  States  or  any  state  therein   (including  the  District  of
         Columbia),  or (iv) any estate or trust (other than a foreign estate or
         foreign trust, within the meaning of Section 7701(a)(31) of the Code).

(j)      "Ownership  Limit" shall  initially mean 7% by value of the outstanding
         Capital Stock of the Corporation, and after any adjustment as set forth
         in Section  5.9,  shall mean such greater  percentage  (but not greater
         than 9.8%) by value of the outstanding Capital Stock as so adjusted.

     (k) "Person" shall mean an individual,  corporation,  partnership,  estate,
trust  (including a trust  qualified  under Section  401(a) or 501(c)(17) of the
Code), a portion of a trust  permanently set aside for or to be used exclusively
for the purposes described in Section 642(c) of the Code,  association,  private
foundation within the meaning of Section 509(a) of the Code, joint stock company
or other entity,  and also includes a group as that term is used for purposes of
Section  13(d)(3) of the Securities  Exchange Act of 1934, as amended;  but does
not  include an  underwriter  retained by the Company  which  participates  in a
public  offering  of the  Capital  Stock for a period of 90 days  following  the
purchase by such  underwriter of the Capital  Stock,  provided that ownership of
Capital  Stock by such  underwriter  would not result in the  Corporation  being
"closely  held"  within the meaning of Section  856(h) of the Code and would not
otherwise result in the Corporation failing to quality as a REIT.

     (l) "REIT" shall mean a real estate  investment  trust under Section 856 of
the Code.

     (m)  "Redemption  Price"  shall mean the lower of (i) the price paid by the
transferee  from whom shares are being redeemed and (ii) the average of the last
reported  sales  price,  regular  way,  on the New York  Stock  Exchange  of the
relevant  class of Capital Stock on the ten trading days  immediately  preceding
the date fixed for  redemption  by the Board of  Directors,  or if the  relevant
class of Capital  Stock is not then traded on the New York Stock  Exchange,  the
average of the last reported sales prices, regular way, of such class of Capital
Stock (or, if sales prices,  regular way, are not  reported,  the average of the
closing bid and asked prices) on the ten trading days immediately  preceding the
relevant  date as reported on any  exchange or  quotation  system over which the
Capital  Stock may be  traded,  or if such  class of  Capital  Stock is not then
traded over any exchange or quotation system,  then the price determined in good
faith by the Board of Directors of the  Corporation  as the fair market value of
such class of Capital Stock on the relevant date.

(n)      "Related Tenant Owner" shall mean any Constructive Owner who also owns,
         directly or  indirectly,  an interest  in a Tenant,  which  interest is
         equal to or greater  than (i) 10% of the  combined  voting power of all
         classes of stock of such Tenant, (ii) 10% of the total number of shares
         of all classes of stock of such Tenant,  or (iii) if such Tenant is not
         a corporation, 10% of the assets or net profits of such Tenant.

     (o)  "Related  Tenant  Limit"  shall mean 9.8% by value of the  outstanding
Capital Stock of the Corporation.

(p)      "Restriction  Termination Date" shall mean the first day after the date
         of the  Initial  Public  Offering on which the  Corporation  determines
         pursuant to Section  5.13 that it is no longer in the best  interest of
         the Corporation to attempt to, or continue to, qualify as a REIT.

     (q)  "Special  Shareholder"  shall mean any of (i)  Security  Capital  U.S.
Realty,  Security  Capital  Holdings  S.A.  and any  Affiliate  (as such term is
defined in the  Stockholders  Agreement)  of  Security  Capital  U.S.  Realty or
Security  Capital  Holdings S.A.,  (ii) any Investor (as such term is defined in
Section  5.2 of the  Stockholders  Agreement),  (iii)  any bona  fide  financial
institution  to whom Capital Stock is  Transferred  in connection  with any bona
fide indebtedness of any Investor or any Person previously identified,  (iv) any
Person who is considered a Beneficial  Owner of Capital Stock as a result of the
attribution  of  Beneficial   Ownership  from  any  of  the  Persons  previously
identified and (v) any one or more Persons who Acquire Beneficial Ownership from
a Special Shareholder, except by Acquisition on the open market.

     (r)  "Special  Shareholder  Limit" for a Special  Shareholder  shall  mean,
initially,  45% of the  outstanding  shares of Common Stock,  on a fully diluted
basis, of the Corporation and after any adjustment pursuant to Section 5.8 shall
mean the percentage of the outstanding  Capital Stock as so adjusted;  provided,
however,  that if any Person and its Affiliates  (taken as a whole),  other than
the Special Shareholder,  shall directly or indirectly own in the aggregate more
than 45% of the outstanding shares of Common Stock, on a fully diluted basis, of
the Corporation,  the definition of "Special Shareholder Limit" shall be revised
in accordance with Section 5.8 of the  Stockholders  Agreement.  Notwithstanding
the foregoing  provisions of this  definition,  if, as the result of any Special
Shareholder's  ownership  (taking  into  account for this  purpose  constructive
ownership under Section 544 of the Code, as modified by Section  856(h)(1)(B) of
the Code) of shares of Capital Stock, any Person who is an individual within the
meaning of Section  542(a)(2) of the Code  (taking  into  account the  ownership
attribution  rules under Section 544 of the Code, as modified by Section  856(h)
of the  Code)  and who is the  Beneficial  Owner of any  interest  in a  Special
Shareholder  would be  considered  to  Beneficially  Own more  than  9.8% of the
outstanding  shares of Capital Stock, then unless such individual reduces his or
her  interest  in  the  Special  Shareholder  so  that  such  Person  no  longer
Beneficially Owns more than 9.8% of the outstanding shares of Capital Stock, the
Special Shareholder Limit shall be reduced to such percentage as would result in
such  Person  not being  considered  to  Beneficially  Own more than 9.8% of the
outstanding Shares of Capital Stock.  Notwithstanding  anything contained herein
to the  contrary,  in no event  shall the Special  Shareholder  Limit be reduced
below the  Ownership  Limit.  At the  request of the Special  Shareholders,  the
Secretary of the Corporation shall maintain and, upon request, make available to
each Special  Shareholder a schedule  which sets forth the then current  Special
Shareholder Limits for each Special Shareholder.

(s)      "Stock  Purchase  Agreement"  shall mean that Stock Purchase  Agreement
         dated as of June 11,  1996,  by and  among  the  Corporation,  Security
         Capital Holdings S.A., and Security  Capital U.S.  Realty,  as the same
         may be amended from time to time.

     (t) "Stockholders  Agreement" shall mean that Stockholders  Agreement dated
as of July 10, 1996, by and among the  Corporation,  Security  Capital  Holdings
S.A., and Security Capital U.S. Realty,  as the same may be amended from time to
time.

(u)      "Tenant"  shall  mean  any  tenant  of  (i)  the  Corporation,  (ii)  a
         subsidiary of the  Corporation  which is deemed to be a "qualified REIT
         subsidiary" under Section 856(i)(2) of the Code, or (iii) a partnership
         in  which  the  Corporation  or  one or  more  of  its  qualified  REIT
         subsidiaries is a partner.

     (v) "Transfer" shall mean any sale, transfer, gift, assignment,  devise, or
other  disposition of Capital Stock or the right to vote or receive dividends on
Capital  Stock  (including  (i) the granting of any option or entering  into any
agreement for the sale,  transfer or other  disposition  of Capital Stock or the
right to vote or  receive  dividends  on the  Capital  Stock  or (ii) the  sale,
transfer,  assignment or other  disposition or grant of any securities or rights
convertible  or  exchangeable  for  Capital  Stock),   whether   voluntarily  or
involuntarily,  whether of record or  Beneficially,  and whether by operation of
law or otherwise;  provided, however, that any bona fide pledge of Capital Stock
shall not be deemed a Transfer until such time as the pledgee  effects an actual
change in ownership of the pledged shares of Capital Stock.

     Section 5.2  Restrictions  on Transfer.  Except as provided in Section 5.11
and Section 5.16, during the period commencing at the Initial Public Offering:

(a)      No Person  (other  than an  Existing  Holder or a Special  Shareholder)
         shall  Beneficially Own Capital Stock in excess of the Ownership Limit,
         no Existing  Holder shall  Beneficially  Own Capital Stock in excess of
         the  Existing  Holder  Limit for such  Existing  Holder  and no Special
         Shareholder  shall  Beneficially  Own  Capital  Stock in  excess of the
         Special Shareholder Limit.

(b)      No  Person  shall  Constructively  Own  Capital  Stock in excess of the
         Related  Tenant Limit for more than thirty (30) days following the date
         such Person becomes a Related Tenant Owner.

(c)      Any Transfer that, if effective, would result in any Person (other than
         an  Existing  Holder  or a  Special  Shareholder)  Beneficially  Owning
         Capital Stock in excess of the Ownership  Limit shall be void ab initio
         as to the  Transfer of such  Capital  Stock  which  would be  otherwise
         Beneficially Owned by such Person in excess of the Ownership Limit, and
         the intended transferee shall Acquire no rights in such Capital Stock.

(d)      Any Transfer  that, if effective,  would result in any Existing  Holder
         Beneficially  Owning Capital Stock in excess of the applicable Existing
         Holder Limit shall be void ab initio as to the Transfer of such Capital
         Stock  which would be  otherwise  Beneficially  Owned by such  Existing
         Holder in excess of the  applicable  Existing  Holder  Limit,  and such
         Existing Holder shall Acquire no rights in such Capital Stock.

(e)      Any  Transfer   that,  if  effective,   would  result  in  any  Special
         Shareholder   Beneficially  Owning  Capital  Stock  in  excess  of  the
         applicable Special  Shareholder Limit shall be void ab initio as to the
         Transfer of such Capital  Stock which would be  otherwise  Beneficially
         Owned by such Special  Shareholder in excess of the applicable  Special
         Shareholder Limit, and such Special Shareholder shall Acquire no rights
         in such Capital Stock.

(f)      Any Transfer  that,  if effective,  would result in any Related  Tenant
         Owner  Constructively  Owning  Capital  Stock in excess of the  Related
         Tenant Limit shall be void ab initio as to the Transfer of such Capital
         Stock which would be  otherwise  Constructively  Owned by such  Related
         Tenant Owner in excess of the Related  Tenant  Limit,  and the intended
         transferee shall Acquire no rights in such Capital Stock.

(g)      Any Transfer  that,  if  effective,  would result in the Capital  Stock
         being  beneficially  owned by less than 100 Persons (within the meaning
         of  Section  856(a)(5)  of the Code)  shall be void ab initio as to the
         Transfer of such Capital  Stock which would be  otherwise  beneficially
         owned by the transferee,  and the intended  transferee shall Acquire no
         rights in such Capital Stock.

(h)      Any Transfer that, if effective,  would result in the Corporation being
         "closely  held" within the meaning of Section  856(h) of the Code shall
         be void ab initio as to the  portion  of any  Transfer  of the  Capital
         Stock which would cause the Corporation to be "closely held" within the
         meaning  of Section  856(h) of the Code,  and the  intended  transferee
         shall Acquire no rights in such Capital Stock.

(i)      Any  other   Transfer   that,  if   effective,   would  result  in  the
         disqualification  of the  Corporation  as a REIT by virtue  of  actual,
         Beneficial or Constructive  Ownership of Capital Stock shall be void ab
         initio  as  to  such   portion  of  the   Transfer   resulting  in  the
         disqualification,  and the intended  transferee shall Acquire no rights
         in such Capital Stock.

Section 5.3       Remedies for Breach.
-------------------------------------

     (a) If the Board of  Directors  or a  committee  thereof  shall at any time
determine  in good faith that a Transfer  has taken place that falls  within the
scope of Section 5.2 or that a Person intends to Acquire Beneficial Ownership of
any shares of the  Corporation  that would  result in a violation of Section 5.2
(whether  or not such  violation  is  intended),  the  Board of  Directors  or a
committee  thereof shall take such action as it or they deem advisable to refuse
to give effect to or to prevent such  Transfer,  including,  but not limited to,
refusing to give  effect to such  Transfer  on the books of the  Corporation  or
instituting proceedings to enjoin such Transfer,  subject, however, in all cases
to the provisions of Section 5.16.

     (b) Without limitation to Sections 5.2 and 5.3(a), any purported transferee
of shares Acquired in violation of Section 5.2 and any Person  retaining  shares
in violation of Section  5.2(b) shall be deemed to have acted as agent on behalf
of the  Corporation in holding those shares Acquired or retained in violation of
Section  5.2 and shall be  deemed to hold such  shares in trust on behalf of and
for the benefit of the Corporation. Such shares shall be deemed a separate class
of stock  until such time as the  shares are sold or  redeemed  as  provided  in
Section  5.3(c).  The holder  shall have no right to receive  dividends or other
distributions  with respect to such shares, and shall have no right to vote such
shares.  Such holder shall have no claim,  cause of action or any other recourse
whatsoever  against any  transferor  of shares  Acquired in violation of Section
5.2. The holder's sole right with respect to such shares shall be to receive, at
the  Corporation's  sole and absolute  discretion,  either (i) consideration for
such  shares  upon the  resale of the  shares  as  directed  by the  Corporation
pursuant  to Section  5.3(c) or (ii) the  Redemption  Price  pursuant to Section
5.3(c).  Any  distribution by the Corporation in respect of such shares Acquired
or retained in violation of Section 5.2 shall be repaid to the Corporation  upon
demand.

     (c) The Board of Directors shall,  within six months after receiving notice
of a Transfer or Acquisition  that violates Section 5.2 or a retention of shares
in violation  of Section  5.2(b),  either (in its sole and absolute  discretion,
subject to the  requirements of Florida law applicable to redemption) (i) direct
the holder of such shares to sell all shares  held in trust for the  Corporation
pursuant  to Section  5.3(b) for cash in such  manner as the Board of  Directors
directs or (ii) redeem such shares for the Redemption Price in cash on such date
within such six month period as the Board of  Directors  may  determine.  If the
Board of  Directors  directs  the holder to sell the  shares,  the holder  shall
receive such proceeds as the trustee for the Corporation and pay the Corporation
out of the proceeds of such sale (i) all expenses incurred by the Corporation in
connection with such sale, plus (ii) any remaining  amount of such proceeds that
exceeds the amount paid by the holder for the  shares,  and the holder  shall be
entitled  to retain  only the  amount of such  proceeds  in excess of the amount
required to be paid to the Corporation.

Section 5.4 Notice of Restricted Transfer. Any Person who Acquires,  attempts or
intends  to  Acquire,  or  retains  shares in  violation  of  Section  5.2 shall
immediately  give  written  notice to the  Corporation  of such  event and shall
provide to the Corporation such other information as the Corporation may request
in order to  determine  the  effect,  if any,  of such  Transfer,  attempted  or
intended Transfer, or retention, on the Corporation's status as a REIT.

     Section 5.5 Owners  Required to Provide  Information.  From the date of the
Initial Public Offering and prior to the Restriction Termination Date:

     (a) Every  shareholder  of  record of more than 5% by value (or such  lower
percentage as required by the Code or the regulations promulgated thereunder) of
the  outstanding  Capital Stock of the Corporation  shall,  within 30 days after
December 31 of each year,  give written  notice to the  Corporation  stating the
name and address of such record  shareholder,  the number and class of shares of
Capital Stock Beneficially Owned by it, and a description of how such shares are
held;  provided that a shareholder of record who holds outstanding Capital Stock
of the  Corporation as nominee for another  Person,  which Person is required to
include in its gross income the  dividends  received on such  Capital  Stock (an
"Actual Owner"),  shall give written notice to the Corporation  stating the name
and  address  of such  Actual  Owner and the  number and class of shares of such
Actual Owner with respect to which the  shareholder  of record is nominee.  Each
such  shareholder  of record shall provide to the  Corporation  such  additional
information as the Corporation may request in order to determine the effect,  if
any, of such Beneficial Ownership on the Corporation's status as a REIT.

(b)      Every Actual  Owner of more than 5% by value (or such lower  percentage
         as required by the Code or Regulations  promulgated  thereunder) of the
         outstanding  Capital Stock of the  Corporation who is not a shareholder
         of record of the Corporation, shall within 30 days after December 31 of
         each year, give written notice to the Corporation  stating the name and
         address  of  such  Actual  Owner,   the  number  and  class  of  shares
         Beneficially Owned, and a description of how such shares are held.

(c)      Each Person who is a Beneficial  Owner of Capital Stock and each Person
         (including the  shareholder of record) who is holding Capital Stock for
         a Beneficial Owner shall provide to the Corporation such information as
         the Corporation  may request,  in good faith, in order to determine the
         Corporation's status as a REIT.

     (d) Nothing in this  Section 5.5 or any request  pursuant  hereto  shall be
deemed to waive any limitation in Section 5.2.

Section 5.6 Remedies Not Limited.  Except as provided in Section  5.15,  nothing
contained in this Article shall limit the authority of the Board of Directors to
take such  other  action as it deems  necessary  or  advisable  to  protect  the
Corporation   and  the  interests  of  its   shareholders   in  preserving   the
Corporation's status as a REIT.

Section 5.7 Ambiguity.  In the case of an ambiguity in the application of any of
the  provisions of this Article 5, including  without  limitation any definition
contained in Section 5.1 and any  determination  of  Beneficial  Ownership,  the
Board of Directors in its sole discretion  shall have the power to determine the
application  of the  provisions  of this Article 5 with respect to any situation
based on the facts known to it.

Section 5.8  Modification  of  Existing  Holder  Limits and Special  Shareholder
Limits.  Subject to the provisions of Section 5.10,  the Existing  Holder Limits
may or shall, as provided below, be modified as follows:

     (a) Any Existing Holder or Special  Shareholder may Transfer  Capital Stock
to another Person,  and, so long as such Transfer is not on the open market, any
such  Transfer will  decrease the Existing  Holder Limit or Special  Shareholder
Limit, as applicable,  for such  transferor (but not below the Ownership  Limit)
and  increase  the  Existing  Holder  Limit or  Special  Shareholder  Limit,  as
applicable,  for such  transferee by the percentage of the  outstanding  Capital
Stock so transferred.  The transferor Existing Holder or Special Shareholder, as
applicable,  shall give the Board of Directors of the Corporation prompt written
notice of any such  transfer.  Any  Transfer  by an  Existing  Holder or Special
Shareholder on the open market shall neither reduce its Existing Holder Limit or
Special  Shareholder  Limit,  as applicable,  nor increase the Ownership  Limit,
Existing Holder Limit or Special Shareholder Limit of the transferee.

(b)      Any grant of Capital  Stock or a stock  option  pursuant to any benefit
         plan for  directors or  employees  shall  increase the Existing  Holder
         Limit or Special  Shareholder Limit for the affected Existing Holder or
         Special Shareholder, as the case may be, to the maximum extent possible
         under  Section 5.10 to permit the  Beneficial  Ownership of the Capital
         Stock granted or issuable under such employee benefit plan.

(c)      The Board of  Directors  may reduce the  Existing  Holder  Limit of any
         Existing  Holder,  with the written  consent of such  Existing  Holder,
         after any Transfer  permitted in this Article 5 by such Existing Holder
         on the open market.

(d)      Any Capital Stock issued to an Existing  Holder or Special  Shareholder
         pursuant to a dividend  reinvestment  plan  adopted by the  Corporation
         shall increase the Existing Holder Limit or Special  Shareholder Limit,
         as the case may be, for the Existing  Holder or Special  Shareholder to
         the maximum extent possible under Section 5.10 to permit the Beneficial
         Ownership of such Capital Stock.

(e)      Any Capital Stock issued to an Existing  Holder or Special  Shareholder
         in exchange for the  contribution  or sale to the  Corporation  of real
         property,  including  Capital  Stock issued  pursuant to an  "earn-out"
         provision in connection with any such sale, shall increase the Existing
         Holder Limit or Special  Shareholder Limit, as the case may be, for the
         Existing  Holder or Special  Shareholder to the maximum extent possible
         under Section 5.10 to permit the  Beneficial  Ownership of such Capital
         Stock.

(f)      The Special  Shareholder  Limit shall be increased,  from time to time,
         whenever  there is an  increase  in  Special  Shareholders'  percentage
         ownership (taking into account for this purpose constructive  ownership
         under Section 544 of the Code, as modified by Section  856(h)(1)(B)  of
         the Code) of the  Capital  Stock (or any  other  capital  stock) of the
         Corporation  due to any event other than the purchase of Capital  Stock
         (or  any  other  capital  stock)  of  the   Corporation  by  a  Special
         Shareholder,  by an amount equal to such percentage increase multiplied
         by the Special Shareholder Limit.

(g)      The Board of Directors may reduce the Special Shareholder Limit for any
         Special  Shareholder  and the  Existing  Holder  Limit for any Existing
         Holder, as applicable,  after the lapse (without exercise) of an option
         described  in  Clause  (b) of this  Section  5.8 by the  percentage  of
         Capital Stock that the option,  if exercised,  would have  represented,
         but in either  case no  Existing  Holder  Limit or Special  Shareholder
         Limit shall be reduced to a percentage which is less than the Ownership
         Limit.

Section 5.9 Modification of Ownership Limit. Subject to the limitations provided
in  Section  5.10,  the Board of  Directors  may from time to time  increase  or
decrease the Ownership Limit;  provided,  however, that any decrease may only be
made  prospectively as to subsequent  holders (other than a decrease as a result
of a retroactive  change in existing law that would require a decrease to retain
REIT status, in which case such decrease shall be effective immediately).

     Section  5.10  Limitations  on  Modifications.  Notwithstanding  any  other
provision of this Article 5:

(a)      Neither the  Ownership  Limit,  the Special  Shareholder  Limit nor any
         Existing  Holder Limit may be increased if, after giving effect to such
         increase,  five  Persons  who are  considered  individuals  pursuant to
         Section  542(a)(2)  of the Code  (taking  into  account all of the then
         Existing Holders and Special  Shareholders)  could Beneficially Own, in
         the  aggregate,  more than  49.5% by value of the  outstanding  Capital
         Stock.

(b)      Prior to the  modification  of any  Existing  Holder Limit or Ownership
         Limit  pursuant to Section 5.8 or 5.9,  the Board of  Directors  of the
         Corporation   may  require  such   opinions  of  counsel,   affidavits,
         undertakings  or  agreements  as it may deem  necessary or advisable in
         order to determine or insure the Corporation's status as a REIT.

(c)      No  Existing  Holder  Limit  or  Special  Shareholder  Limit  may  be a
         percentage which is less than the Ownership Limit.

     (d) The  Ownership  Limit may not be  increased  to a  percentage  which is
greater than 9.8%.

Section 5.11  Exceptions.  The Board of Directors  may, upon receipt of either a
certified  copy of a ruling of the  Internal  Revenue  Service,  an  opinion  of
counsel  satisfactory  to the Board of Directors  or such other  evidence as the
Board of  Directors  deems  appropriate,  but shall in no case be  required  to,
exempt a Person (the "Exempted  Holder") from the Ownership  Limit,  the Special
Shareholder Limit, the Existing Holder Limit or the Related Tenant Limit, as the
case may be, if the ruling or opinion  concludes or the other evidence shows (A)
that no Person who is an individual as defined in Section  542(a)(2) of the Code
will,  as the result of the ownership of the shares by the Exempted  Holder,  be
considered to have Beneficial  Ownership of an amount of Capital Stock that will
violate the Ownership  Limit,  the Special  Shareholder  Limit or the applicable
Existing Holder Limit, as the case may be, or (B) in the case of an exception of
a Person  from the  Related  Tenant  Limit that the  exemption  from the Related
Tenant Limit would not cause the  Corporation  to fail to qualify as a REIT. The
Board of  Directors  may  condition  its  granting  of a waiver on the  Exempted
Holder's  agreeing  to such  terms  and  conditions  as the  Board of  Directors
determines to be appropriate in the circumstances.

Section 5.12 Legend.  All certificates  representing  shares of Capital Stock of
the Corporation  shall bear a legend  referencing the  restrictions on ownership
and transfer as set forth in these Articles. The form and content of such legend
shall be determined by the Board of Directors.

Section 5.13  Termination of REIT Status.  The Board of Directors may revoke the
Corporation's  election of REIT status as provided in Section  856(g)(2)  of the
Code if, in its discretion, the qualification of the Corporation as a REIT is no
longer  in the  best  interests  of the  Corporation.  Notwithstanding  any such
revocation or other termination of REIT status, the provisions of this Article 5
shall remain in effect unless amended pursuant to the provisions of Article 10.

Section 5.14 Certain Transfers to Non-U.S.  Persons Void. Any Transfer of shares
of  Capital  Stock  of the  Corporation  to any  Person  (other  than a  Special
Shareholder)  that  results  in the fair  market  value of the shares of Capital
Stock of the  Corporation  owned directly and indirectly by Non-U.S.  Persons to
comprise  50% or more of the fair  market  value of the issued  and  outstanding
shares  of  Capital  Stock  of  the  Corporation  (determined,   until  the  15%
Termination Date (as defined in the Stockholders Agreement), if any, by assuming
that the Special Shareholders are Non-U.S.  Persons, and own a percentage of the
outstanding  shares of Common Stock of the Corporation  equal to 45%, on a fully
diluted  basis),  shall be void ab initio to the fullest extent  permitted under
applicable law and the intended  transferee shall be deemed never to have had an
interest therein. If the foregoing provision is determined to be void or invalid
by virtue of any legal decision,  statute,  rule or regulation,  then the shares
held or purported to be held by the transferee shall,  automatically and without
the  necessity  of any action by the Board of  Directors  or  otherwise,  (i) be
prohibited  from  being  voted at any time  such  securities  result in the fair
market value of the shares of Capital Stock of the  Corporation  owned  directly
and  indirectly  by Non-U.S.  Persons to comprise 50% or more of the fair market
value of the issued and  outstanding  shares of Capital Stock of the Corporation
(determined,  until the 15% Termination  Date, if any, assuming that the Special
Shareholders  are  Non-U.S.  Persons,  and own a percentage  of the  outstanding
shares of  Common  Stock of the  Corporation  equal to 45%,  on a fully  diluted
basis),  (ii) not be  entitled  to  dividends  with  respect  thereto,  (iii) be
considered  held in trust by the transferee  for the benefit of the  Corporation
and shall be subject to the  provisions  of Section  5.3(c) as if such shares of
Capital Stock were the subject of a Transfer that violates Section 5.2, and (iv)
not be  considered  outstanding  for the purpose of  determining a quorum at any
meeting of shareholders.

Section 5.15  Severability.  If any provision of this Article or any application
of any such  provision is determined to be invalid by any federal or state court
having  jurisdiction over the issues,  the validity of the remaining  provisions
shall not be affected and the application of such  provisions  shall be affected
only to the extent necessary to comply with the determination of such court.

Section  5.16 New York Stock  Exchange  Transactions.  Nothing in this Article 5
shall  preclude  the  settlement  of any  transaction  entered  into through the
facilities of the New York Stock Exchange."

ARTICLE 6

                           REGISTERED OFFICE AND AGENT

Section 6.1 Name and Address. The street address of the registered office of the
Corporation is 200 Laura Street,  Jacksonville,  Florida 32202,  and the name of
the initial registered agent of this Corporation at that address is F & L Corp.

ARTICLE 7

                                    DIRECTORS

Section 7.1 Number.  The number of directors may be increased or diminished from
time to time by the bylaws,  but shall never be more than  fifteen  (15) or less
than three (3).

Section  7.2  Classification.  The  Directors  shall be  classified  into  three
classes,  as nearly equal in number as possible.  At each annual  meeting of the
shareholders of the Corporation, the date of which shall be fixed by or pursuant
to the Bylaws of the Corporation, the successors of the class of directors whose
terms expire at that meeting shall be elected to hold office for a term expiring
at the annual meeting of shareholders  held in the third year following the year
of their election.

ARTICLE 8

                                     BYLAWS

Section 8.1 Bylaws.  The Bylaws may be amended or repealed  from time to time by
either the Board of  Directors or the  shareholders,  but the Board of Directors
shall not alter,  amend or repeal any Bylaw adopted by the  shareholders  if the
shareholders  specifically provide that the Bylaw is not subject to amendment or
repeal by the Board of Directors.

ARTICLE 9

                                 INDEMNIFICATION

Section  9.1  Indemnification.  The Board of  Directors  is hereby  specifically
authorized  to  make  provision  for  indemnification  of  directors,  officers,
employees and agents to the full extent permitted by law.

ARTICLE 10

                                    AMENDMENT

Section 10.1 Amendment.  The  Corporation  reserves the right to amend or repeal
any provision contained in these Amended and Restated Articles of Incorporation,
and any right conferred upon the shareholders is subject to this reservation.

         IN WITNESS  WHEREOF,  the undersigned  President of the Corporation has
executed these Restated Articles this 1st day of November, 1996.



                                                 /s/ Martin E. Stein, Jr.
                                                  ------------------------
                                             Martin E. Stein, Jr., President





<PAGE>


                         ACCEPTANCE BY REGISTERED AGENT


         Having  been named to accept  service of process  for the  above-stated
corporation,  at the place designated in the above Articles of Incorporation,  I
hereby  agree to act in this  capacity,  and I further  agree to comply with the
provisions of all statutes relative to the proper and complete performance of my
duties. I am familiar with and I accept the obligations of a registered agent.

                                  F & L CORP., Registered Agent


                                  /s/ Charles V. Hedrick
                                  ----------------------
                                  Charles V. Hedrick, Authorized Signatory


                                  Date:  November 4, 1996





<PAGE>


004.160941.1
                                        7
004.160941.1

                 ADDENDUM TO RESTATED ARTICLES OF INCORPORATION
                                       of
                           REGENCY REALTY CORPORATION


                                 DESIGNATION OF
                         CLASS B NON-VOTING COMMON STOCK
                                 $0.01 PAR VALUE
           (Filed with the Florida Department of State on December 20, 1995)
                       Pursuant to Section 607.0602 of the
                        Florida Business Corporation Act

                                                 ----------------

         Pursuant  to the  authority  expressly  conferred  upon  the  Board  of
Directors  by Section  4.4 of the  Restated  Articles  of  Incorporation  of the
Corporation,  as amended,  in accordance with the provisions of Section 607.0602
of the Florida  Business  Corporation  Act, the Board of Directors,  at meetings
duly held on October 23, 1995 and December 14, 1995,  duly adopted the following
resolution providing for an issue of a class of the Corporation's Special Common
Stock to be  designated  Class B  Non-Voting  Common  Stock,  $0.01  par  value.
Shareholder action was not required with respect to such designation.

         "RESOLVED,  that  pursuant to the  authority  expressly  granted to the
Corporation's  Board of  Directors  by Section 4.4 of the  Restated  Articles of
Incorporation  of the  Corporation,  as amended,  the Board of Directors  hereby
establishes a class of the Corporation's  Special Common Stock,  $0.01 par value
per  share,  and  hereby  fixes the  designation,  the  number of shares and the
relative rights, preferences and limitations thereof as follows:

                  1. Designation. The designation of the class of Special Common
Stock created by this resolution shall be Class B Non-Voting  Convertible Common
Stock, $0.01 par value (hereinafter  referred to as "Class B Common Stock"), and
the number of shares  constituting  such class shall be two million five hundred
thousand (2,500,000) shares.

                  2.       Dividend Rights.

     (a)  Subject to the rights of classes or series of  Preferred  Stock now in
existence  or which may from time to time come into  existence,  the  holders of
shares of Class B Common Stock shall be entitled to receive dividends,  when, as
and if declared by the Board of Directors,  out of any assets legally  available
therefor,  pari passu with any  dividend  (payable  other than in voting  common
stock of the Corporation (hereinafter referred to as the "Common Stock")) on the
Common  Stock of the  Corporation,  in the amount per share equal to the Class B
Dividend  Amount,  as in effect from time to time. The initial per share Class B
Dividend  Amount per annum  shall be equal to  $1.9369.  Each  calendar  quarter
hereafter  (or if the Original  Issue Date is not on the first day of a calendar
quarter, the period beginning on the date of issuance and ending on the last day
of the calendar  quarter of issuance) is referred to  hereinafter as a "Dividend
Period."  The amount of dividends  payable  with  respect to each full  Dividend
Period for the Class B Common  Stock shall be  computed by dividing  the Class B
Dividend  Amount by four.  The amount of  dividends  on the Class B Common Stock
payable with respect to the initial Dividend Period, or any other period shorter
or longer than a full Dividend Period, shall be computed ratably on the basis of
the actual number of days in such Dividend Period. In the event of any change in
the quarterly  cash dividend per share  applicable to the Common Stock after the
date of these  Articles of Amendment,  the quarterly  cash dividend per share on
the Class B Common  Stock shall be adjusted for the same  dividend  period by an
amount  computed by (1) multiplying the amount of the change in the Common Stock
dividend (2) times the Conversion Ratio (as defined in Section 4.(a)).

     (b) In the event the  Corporation  shall declare a distribution  payable in
(i) securities of other persons,  (ii) evidences of  indebtedness  issued by the
Corporation or other persons,  (iii) assets  (excluding  cash dividends) or (iv)
options or rights to purchase  capital stock or evidences of indebtedness in the
Corporation  or other  persons,  then, in each such case for the purpose of this
Section  2.(b),  the holders of the Class B Common  Stock shall be entitled to a
proportionate  share of any such distribution as though they were the holders of
the number of shares of Common Stock of the Corporation  into which their shares
of Class B Common  Stock are or would be  convertible  (assuming  such shares of
Class B Common Stock were then convertible).

                  3.  Liquidation  Preference.  The holders of record of Class B
Common Stock shall not be entitled to any liquidation  preference.  In the event
of any liquidation, dissolution or winding up of the affairs of the Corporation,
whether voluntary or involuntary,  the holders of record of Class B Common Stock
shall be treated  pari passu with the  holders of record of Common  Stock,  with
each  holder of record of Class B Common  Stock being  entitled to receive  that
amount  which such  holder  would be  entitled  to  receive  if such  holder had
converted  all its Class B Common Stock into Common Stock  immediately  prior to
the liquidating distribution in question.

                  4.       Conversion.

     (a)  Conversion  Date and  Conversion  Ratio.  Beginning on the  three-year
anniversary  date of the Original Issue Date thereof (the "Third  Anniversary"),
the  holders of shares of Class B Common  Stock  shall have the right,  at their
option,  at any time and from time to time,  to convert  each such  shares  into
1.1901872 (hereinafter referred to as "Conversion Ratio", which shall be subject
to adjustment as hereinafter  provided)  shares of fully paid and  nonassessable
shares  of Common  Stock;  provided,  however,  that no holder of Class B Common
Stock shall be entitled  to convert  shares of Class B Common  Stock into Common
Stock pursuant to the foregoing  provision,  if, as a result of such  conversion
such  person  (x) would  become  the  Beneficial  Owner of more than 4.9% of the
Corporation's  outstanding Common Stock (the "Percentage  Limit"),  or (y) would
acquire upon such conversion during any consecutive three-month period more than
495,911  shares of Common  Stock (the "Share  Limit,"  which shall be subject to
adjustment as hereinafter provided). Beneficial Owner shall have the meaning set
forth in Rule 13d-3 under the Securities  Exchange Act of 1934 (or any successor
provision thereto).  Notwithstanding the foregoing, such conversion right may be
exercised  from time to time  after the Third  Anniversary  irrespective  of the
Percentage  Limit or the Share Limit (and no  conversion  limit shall  apply) as
follows:
                  (A) If the holder duly exercises piggyback registration rights
         in  connection  with an  underwritten  public  offering  pursuant  to a
         Registration Rights Agreement executed by the Corporation on August 25,
         1995,  the holder shall be entitled to convert shares of Class B Common
         Stock effective at the closing of the offering in an amount  sufficient
         to enable the holder to honor its sale  obligations to the underwriters
         at such  closing,  even  though the  amount so  converted  exceeds  the
         Percentage Limit or the Share Limit; and

                  (B) If (x) the holder  arranges  for the sale of Common  Stock
         issuable upon conversion of Class B Common Stock in a transaction  that
         complies with  applicable  securities  laws and with the  Corporation's
         Amended and Restated  Articles of Incorporation as then in effect which
         transaction will not be effected on a securities exchange or through an
         established quotation system or in the over-the-counter market, and (y)
         the  holder   provides   the   Corporation   with   copies  of  written
         documentation  relating  to the  transaction  sufficient  to enable the
         Corporation to determine whether the transaction meets the requirements
         of the preceding clause, the holder shall be entitled to convert shares
         of Class B Common  Stock  effective  at the  closing  of the sale in an
         amount  sufficient  for the  holder to effect the  transaction  at such
         closing,  even though the amount so  converted  exceeds the  Percentage
         Limit or the Share Limit.

         In addition,  notwithstanding  the foregoing,  the conversion right set
forth above may be exercised without regard to the Percentage Limit or the Share
Limit (and no conversion limit shall apply) before the Third  Anniversary if one
of the following conditions has occurred:

     (i)  For  any  two  consecutive  fiscal  quarters,   the  aggregate  amount
outstanding as of the end of the quarter under (1) all mortgage  indebtedness of
the Corporation and its consolidated entities and (2) unsecured  indebtedness of
the  Corporation and its  consolidated  entities for money borrowed that has not
been made generally  subordinate to any other indebtedness for borrowed money of
the Corporation or any  consolidated  entity exceeds sixty five percent (65%) of
the  amount  arrived  at by (A)  taking  the  Corporation's  consolidated  gross
revenues less property-related expenses, including real estate taxes, insurance,
maintenance  and  utilities,   but  excluding  depreciation,   amortization  and
corporate general and administrative  expenses,  for the quarter in question and
the immediately preceding quarter, (B) multiplying the amount in clause A by two
(2),  and (C) dividing  the  resulting  product in clause B by nine percent (9%)
(all as such items of  indebtedness,  revenues  and  expenses  are  reported  in
consolidated  financial statements contained in the Corporation's Form 10-Ks and
Form 10-Qs as filed with the Securities and Exchange Commission); or

     (ii) In the  event  that (1)  Martin  E.  Stein,  Jr.  has  ceased to be an
executive officer of the Corporation, or (2) Bruce M. Johnson and any one of (a)
Richard E. Cook,  (b) Robert C.  Gillander,  Jr. or (c) James D.  Thompson  have
ceased to be  executive  officers of the  Corporation,  or (3) all of Richard E.
Cook,  Robert C.  Gillander,  Jr.,  and James.  D.  Thompson  have  ceased to be
executive officers of the Corporation; or

     (iii) If (A) the Corporation  shall be party to, or shall have announced or
entered into an agreement for, any transaction (including, without limitation, a
merger, consolidation,  statutory share exchange or sale of all or substantially
all of  its  assets  (each  of the  foregoing  being  referred  to  herein  as a
"Transaction")),  in each case as a result of which shares of Common Stock shall
have been or will be converted  into the right to receive  stock,  securities or
other property (including cash or any combination thereof) or which has resulted
or  will  result  in the  holders  of  Common  Stock  immediately  prior  to the
Transaction  owning less than 50% of the Common Stock after the Transaction,  or
(B) a "change of control" as defined in the next sentence occurs with respect to
the  Corporation.  A change of control shall mean the acquisition  (including by
virtue  of a  merger,  share  exchange  or other  business  combination)  by one
stockholder or a group of stockholders acting in concert of the power to elect a
majority of the Corporation's  board of directors.  The Corporation shall notify
the holder of Class B Common Stock  promptly if any of the events listed in this
Section 4.(a)(iii) shall occur.

         Calculations set forth in Section 4.(a)(i) shall be made without regard
to  unconsolidated  indebtedness  incurred as a joint venture  partner,  and the
effect of any  unconsolidated  joint  venture,  including  any income  from such
unconsolidated joint venture,  shall be excluded for purposes of the calculation
set forth in Section 4.(a)(i).

     (b) Procedure for Conversion.  In order to convert shares of Class B Common
Stock into Common Stock,  the holder thereof shall surrender the  certificate(s)
therefor,  duly endorsed if the Corporation shall so require,  or accompanied by
appropriate  instruments of transfer  satisfactory  to the  Corporation,  at the
office of any  transfer  agent for the Class B Common  Stock,  or if there is no
such transfer agent,  at the principal  offices of the  Corporation,  or at such
other office as may be  designated  by the  Corporation,  together  with written
notice that such holder irrevocably  elects to convert such shares.  Such notice
shall also state the name(s)  and  address(es)  in which such holder  wishes the
certificate(s)  for the shares of Common Stock  issuable  upon  conversion to be
issued.  As soon as  practicable  thereafter,  the  Corporation  shall issue and
deliver at said office a certificate or certificates for the number of shares of
Common Stock issuable upon conversion of the shares of Class B Common Stock duly
surrendered  for  conversion,  to the  person(s)  entitled  to receive the same.
Shares  of  Class  B  Common  Stock  shall  be  deemed  to have  been  converted
immediately prior to the close of business on the date on which the certificates
therefor  and notice of election  to convert  the same are duly  received by the
Corporation  in  accordance  with the  foregoing  provisions,  and the person(s)
entitled to receive the Common  Stock  issuable  upon such  conversion  shall be
deemed for all purposes as record holder(s) of such Common Stock as of the close
of business on such date.

     (c) No  Fractional  Shares.  No  fractional  shares  shall be  issued  upon
conversion  of the Class B Common  Stock into  Common  Stock,  and the number of
shares of Common Stock to be issued shall be rounded to the nearest whole share.
Whether or not  fractional  shares are issuable  upon such  conversion  shall be
determined  on the basis of the total  number of shares of Class B Common  Stock
the holder is at the time  converting into Common Stock and the number of shares
of Common Stock issuable upon such aggregate conversion.

     (d )Payment of Adjusted  Accrued  Dividends  Upon  Conversion.  On the next
dividend  payment date (or such later date as is permitted in this Section 4.(d)
following any conversion  hereunder,  the Corporation shall pay in cash Adjusted
Accrued  Dividends  (as  defined  below) on  shares  of Class B Common  Stock so
converted.  The holder shall be entitled to receive accrued and unpaid dividends
accrued to and  including  the  conversion  date on the shares of Class B Common
Stock converted  (assuming that such dividends accrue ratably each day that such
shares are outstanding),  less an amount equal to the pre-conversion  portion of
the dividends paid on the shares of Common Stock issued upon such conversion the
record  date for  which  such  Common  Stock  dividend  occurs  on or after  the
conversion  date but before the three-month  anniversary  date of the conversion
date (the "Subsequent Record Date").  The pre-conversion  portion of such Common
Stock  dividend  means that portion of such dividend as is  attributable  to the
period  ending on the  conversion  date,  assuming  that such  dividend  accrues
ratably during the period that (i) begins on the day after the last Common Stock
dividend record date occurring before such Subsequent  Record Date and (ii) ends
on such Subsequent Record Date. The term "Adjusted Accrued  Dividends" means the
amount  arrived at through the  application of the foregoing  formula.  Adjusted
Accrued  Dividends shall not be less than zero. The formula for Adjusted Accrued
Dividends  shall be applied to  effectuate  the  Corporation's  intent  that the
holder  converting  shares  of Class B Common  Stock to  Common  Stock  shall be
entitled to receive  dividends  on such shares of Class B Common Stock up to and
including  the  conversion  date and shall be entitled to the  dividends  on the
shares of Common  Stock issued upon such  conversion  which are deemed to accrue
beginning on the first day after the conversion  date, but shall not be entitled
to  dividends  attributable  to the same  period  for both the shares of Class B
Common  Stock  converted  and the  shares  of  Common  Stock  issued  upon  such
conversion.  The  Corporation  shall be  entitled  to  withhold  (to the  extent
consistent with the intent to avoid double dividends for overlapping portions of
Class B Common Stock and Common Stock dividend  periods) the payment of Adjusted
Accrued  Dividends  until the Common  Stock  dividend  declaration  date for the
applicable  Subsequent  Record  Date,  even though  such date  occurs  after the
applicable  dividend  payment date with respect to the Class B Common Stock,  in
which  event the  Corporation  shall mail to each holder who  converted  Class B
Common Stock a check for the Adjusted Accrued  Dividends thereon within five (5)
business  days after such  Common  Stock  dividend  declaration  date.  Adjusted
Accrued  Dividends  shall be  accompanied by an explanation of how such Adjusted
Accrued  Dividends have been calculated.  Adjusted  Accrued  Dividends shall not
bear interest.

     5. Adjustments.  (a) In the event the Corporation shall at any time (i) pay
a dividend or make a distribution to holders of Common Stock in shares of Common
Stock,  (ii)  subdivide  its  outstanding  shares of Common  Stock into a larger
number of shares, or (iii) combine its outstanding shares of Common Stock into a
smaller  number of shares,  the  Conversion  Ratio and the Share  Limit shall be
adjusted on the effective  date of the dividend,  distribution,  subdivision  or
combination by multiplying the Conversion  Ratio or the Share Limit (as the case
may be) by a fraction,  the  numerator of which shall be the number of shares of
Common  Stock  outstanding  immediately  prior to such  dividend,  distribution,
subdivision or combination  and the  denominator of which shall be the number of
shares  of  Common   Stock   outstanding   immediately   after  such   dividend,
distribution, subdivision or combination.

     (b) Whenever the Conversion  Ratio and the Share Limit shall be adjusted as
herein provided,  the Corporation  shall cause to be mailed by first class mail,
postage  prepaid,  as soon as  practicable to each holder of record of shares of
Class B Common Stock a notice  stating that the  Conversion  Ratio and the Share
Limit has been adjusted and setting forth the adjusted  Conversion Ratio and the
Share Limit, together with an explanation of the calculation of the same.

     (c) If the Corporation  shall be party to any Transaction in each case as a
result of which  shares of Common  Stock  shall be  converted  into the right to
receive stock,  securities or other property  (including cash or any combination
thereof), the holder of each share of Class B Common Stock shall have the right,
after  such  Transaction  to  convert  such  share  pursuant  to the  conversion
provisions  hereof,  into  the  number  and  kind of  shares  of  stock or other
securities and the amount and kind of property  receivable upon such Transaction
by a holder of the number of shares of Common Stock issuable upon  conversion of
such share of Class B Common Stock immediately  prior to such  Transaction.  The
Corporation  shall  not be party to any  Transaction  unless  the  terms of such
Transaction  are consistent  with the  provisions of this Section 5.(c),  and it
shall not consent to or agree to the  occurrence  of any  Transaction  until the
Corporation  has entered into an  agreement  with the  successor  or  purchasing
entity, as the case may be, for the benefit of the holders of the Class B Common
Stock,  thereby  enabling the holders of the Class B Common Stock to receive the
benefits of this Section  5.(c) and the other  provisions  of these  Articles of
Amendment. Without limiting the generality of the foregoing,  provision shall be
made for adjustments in the Conversion Ratio which shall be as nearly equivalent
as may be practicable  to the  adjustments  provided for in Section  5.(a).  The
provisions   of  this  Section  5.(c)  shall   similarly   apply  to  successive
Transactions.  In the event  that the  Corporation  shall  propose to effect any
Transaction  which  would  result in an  adjustment  under  Section  5.(c),  the
Corporation  shall cause to be mailed to the holders of record of Class B Common
Stock at least 20 days prior to the  applicable  date  hereinafter  specified  a
notice  stating  the  date on which  such  Transaction  is  expected  to  become
effective,  and the date as of which it is expected that holders of Common Stock
of record  shall be  entitled  to  exchange  their  shares  of Common  Stock for
securities or other property deliverable upon such Transaction.  Failure to give
such notice, or any defect therein, shall not affect the legality or validity of
such Transaction.
                  6.       Other.

     (a) The  Corporation  shall at all times reserve and keep  available out of
its authorized but unissued  Common Stock the maximum number of shares of Common
Stock  issuable  upon the  conversion of all shares of Class B Common Stock then
outstanding and if, at any time, the number of authorized but unissued shares of
Common  Stock  shall not be  sufficient  to effect  the  conversion  of all then
outstanding  shares of the  Class B Common  Stock,  in  addition  to such  other
remedies as shall be available to the holder of such Class B Common  Stock,  the
Corporation  shall  take such  corporate  action as may,  in the  opinion of its
counsel,  be necessary to increase its authorized but unissued  shares of Common
Stock to such number of shares as shall be sufficient for such purposes.

     (b) The  Corporation  shall pay any taxes that may be payable in respect of
the  issuance  of shares of Common  Stock upon  conversion  of shares of Class B
Common Stock,  but the Corporation  shall not be required to pay any taxes which
may be payable in respect of any  transfer of shares of Class B Common  Stock or
any transfer  involved in the issuance of shares of Common Stock in a name other
than  that in  which  the  shares  of  Class B Common  Stock  so  converted  are
registered,  and the  Corporation  shall not be required  to  transfer  any such
shares of Class B Common  Stock or to issue or deliver any such shares of Common
Stock unless and until the person(s)  requesting such transfer or issuance shall
have  paid to the  Corporation  the  amount  of any such  taxes,  or shall  have
established to the  satisfaction  of the  Corporation  that such taxes have been
paid.
     (c) The Corporation will not, by amendment of the Articles of Incorporation
or  through   any   reorganization,   recapitalization,   transfer   of  assets,
consolidation,  merger,  dissolution,  issue or sale of  securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Corporation,  but will at
all times in good faith  assist in carrying out of all the  provisions  of these
Articles of  Amendment  and in the taking of all such action as may be necessary
or appropriate  to protect the  conversion  rights of the holders of the Class B
Common Stock against impairment.

     (d) Holders of Class B Common Stock shall be entitled to receive  copies of
all   communications  by  the  Corporation  to  its  holders  of  Common  Stock,
concurrently with the distribution to such shareholders.

                  7.  Voting  Rights.  The  holders  of record of Class B Common
Stock shall not be entitled to vote on any matter on which the holders of record
of Common Stock are entitled to vote,  except where a separate vote of the Class
B Common Stock is required by law.

     8. Reacquired Shares. Shares of Class B Common Stock converted, redeemed or
otherwise  purchased  or  acquired by the  Corporation  shall be restored to the
status of  authorized  but unissued  shares of  Non-Voting  Common Stock without
designation as to class or series.



<PAGE>


004.160941.1
                                        2
004.160941.1

                              ARTICLES OF AMENDMENT
                                       OF
                           REGENCY REALTY CORPORATION


         This  corporation  was  incorporated  on July 8, 1993 effective July 9,
1993 under the name Regency Realty  Corporation.  Pursuant to Sections 607.1001,
607.1003, 607.1004 and 607.1006, Florida Business Corporation Act, amendments to
the Articles of Incorporation, as restated on November 4, 1996, were approved by
the Board of  Directors at a meeting held on January 27, 1997 and adopted by the
shareholders of the corporation on June 12, 1997. The only voting group entitled
to vote on the  adoption  of the  amendment  to the  Articles  of  Incorporation
consists of the holders of the  corporation's  common stock. The number of votes
cast by such voting group was sufficient for approval by that voting group.  The
Restated  Articles of Incorporation of the Company are hereby amended as follows
(amended language is underscored):

         Section 4.1 is amended to read as follows:

                  "Section 4.1 Authorized Capital.  The maximum number of shares
         of stock which the corporation is authorized to have outstanding at any
         one time is one  hundred  seventy  million  (170,000,000)  shares  (the
         "Capital Stock") divided into classes as follows:

                           (a) Ten  million  (10,000,000)  shares  of  preferred
                  stock  having a par value of $0.01 per share  (the  "Preferred
                  Stock"),  and which may be  issued in one or more  classes  or
                  series as further described in Section 4.2;

     (b) One hundred fifty million  (150,000,000)  shares of voting common stock
having a par value of $0.01 per share (the "Common Stock"); and

                           (c) Ten million  (10,000,000)  shares of common stock
                  having a par  value of $0.01 per share  (the  "Special  Common
                  Stock")  and which may be  issued  in one or more  classes  or
                  series as further described in Section 4.4.

         All such shares shall be issued fully paid and non assessable."

         Section 5.14 is hereby amended in its entirety to read as follows:

                  "Section 5.14 Certain Transfers to Non-U.S.  Persons Void. Any
         Transfer of shares of Capital  Stock of the  Corporation  to any Person
         (other  than a Special  Shareholder)  that  results in the fair  market
         value of the shares of Capital Stock of the Corporation  owned directly
         and indirectly by Non-U.S.  Persons to comprise 50% or more of the fair
         market value of the issued and  outstanding  shares of Capital Stock of
         the Corporation (determined, until the 15% Termination Date (as defined
         in the  Stockholders  Agreement),  if any, by assuming that the Special
         Shareholders (i) are Non-U.S.  Persons and (ii) own (A) a percentage of
         the outstanding shares of Common Stock of the Corporation equal to 45%,
         on a fully  diluted  basis,  and (B) a  percentage  of the  outstanding
         shares of each class of Capital  Stock of the  Corporation  (other than
         Common Stock) equal to the quotient obtained by dividing the sum of its
         actual ownership thereof and, without duplication of shares included in
         clause  (A),  the  shares it has a right to  acquire  by the  number of
         outstanding  shares of such class (clauses (i) and (ii) are referred to
         collectively  as the  "Presumption")  shall  be void ab  initio  to the
         fullest  extent   permitted  under  applicable  law  and  the  intended
         transferee  shall be deemed never to have had an interest  therein.  If
         the  foregoing  provision is determined to be void or invalid by virtue
         of any legal  decision,  statute,  rule or regulation,  then the shares
         held or purported to be held by the transferee shall, automatically and
         without  the  necessity  of any  action  by the Board of  Directors  or
         otherwise,  (i)  be  prohibited  from  being  voted  at any  time  such
         securities  result in the fair  market  value of the  shares of Capital
         Stock of the  Corporation  owned  directly and  indirectly  by Non-U.S.
         Persons to comprise  50% or more of the fair market value of the issued
         and outstanding shares of Capital Stock of the Corporation (determined,
         until the 15%  Termination  Date, if any, by applying the  Presumption,
         (ii) not be  entitled  to  dividends  with  respect  thereto,  (iii) be
         considered  held in  trust by the  transferee  for the  benefit  of the
         Corporation and shall be subject to the provisions of Section 5.3(c) as
         if such  shares of Capital  Stock were the  subject of a Transfer  that
         violates  Section 5.2, and (iv) not be considered  outstanding  for the
         purpose of  determining  a quorum at any meeting of  shareholders.  The
         Special  Shareholders may, in their sole discretion,  with prior notice
         to and the approval of the Board of Directors,  waive in writing all or
         any portion of the Presumption, on such terms and conditions as they in
         their sole discretion determine.

         IN WITNESS  WHEREOF,  the undersigned  Executive Vice President of this
corporation  has executed  these  Articles of  Amendment  this 12th day of June,
1997.


                                               /s/ Bruce M. Johnson
                                                  --------------------
                                          Bruce M. Johnson, Managing Director


<PAGE>


004.160941.1
                                        2
004.160941.1











                               ARTICLES OF MERGER
                                       OF
                       RRC FL TWO, INC. AND REGENCY ATLANTA, INC.
                                  WITH AND INTO
                           REGENCY REALTY CORPORATION


         Pursuant to the  provisions  of Sections  607.1105  and 607.1107 of the
Florida Business  Corporation Act (the "Florida Act") and Sections 14-2-1105 and
14-2-1107 of the Georgia  Business  Corporation  Code (the "Georgia  Act"),  the
undersigned  corporations  enter into these  Articles  of Merger by which RRC FL
Two,  Inc.,  a  Florida  corporation  and  Regency  Atlanta,   Inc.,  a  Georgia
corporation,  both of which are wholly  owned  subsidiaries  of  Regency  Realty
Corporation, shall be merged with and into Regency Realty Corporation, a Florida
corporation,  and Regency Realty Corporation shall be the surviving corporation,
in accordance  with a Plan of Merger (the "Plan"),  adopted  pursuant to Section
607.1104 of the Florida Act and Section  14-2-1104  of the Georgia  Act, and the
undersigned corporations hereby certify as follows:

         FIRST, a copy of the Plan is attached hereto and made a part hereof.

         SECOND,  the merger shall become  effective at the close of business on
the date on which  these  Articles  of Merger are filed with the  Department  of
State of Florida and the Secretary of State of Georgia.

         THIRD,  pursuant to Sections  607.1101 and 607.1103 of the Florida Act,
the Plan was adopted the Board of Directors  of Regency  Realty  Corporation  on
February 3, 1998. Shareholder approval of the Plan was not required. Pursuant to
Sections  607.1101  and  607.1103 of the Florida  Act,  the Plan was adopted the
Board of Directors of RRC FL Two, Inc. on February 3, 1998. Shareholder approval
of the Plan was not  required.  Pursuant to Sections  14-2-1101 and 14-2-1103 of
the  Georgia  Act,  the Plan was  adopted by the Board of  Directors  of Regency
Atlanta,  Inc.  on February  3, 1998.  Shareholder  approval of the Plan was not
required.

     IN WITNESS  WHEREOF,  these Articles of Merger have been executed by RRC FL
Two, Inc. and Regency Atlanta, Inc., as the merging corporations, and by Regency
Realty Corporation, as surviving corporation, this 16th day of February, 1998.



WITNESSES                       RRC FL TWO, INC., a Florida corporation


/s/ Yona C. Sharp
Yona C. Sharp                   By:     /s/ J. Christian Leavitt
                                   -----------------------------
                                         J. Christian Leavitt, Vice President
                                         121 West Forsyth Street, Suite 200
/s/ Karen R. Peterson                    Jacksonville, Florida 32202
---------------------
Karen R. Peterson

                                REGENCY ATLANTA, INC., a Georgia
                                  corporation


/s/ Yona C. Sharp
Yona C. Sharp                   By:     /s/ J. Christian Leavitt
                                   -----------------------------
                                         J. Christian Leavitt, Vice President
                                         121 West Forsyth Street, Suite 200
/s/ Karen R. Peterson                    Jacksonville, Florida 32202
---------------------
Karen R. Peterson

                                REGENCY REALTY CORPORATION,
                                a Florida corporation


/s/ Yona C. Sharp
Yona C. Sharp                   By:     /s/ J. Christian Leavitt
                                   -----------------------------
                                         J. Christian Leavitt, Vice President
                                         121 West Forsyth Street, Suite 200
/s/ Karen R. Peterson                    Jacksonville, Florida 32202
---------------------
Karen R. Peterson





<PAGE>


STATE OF FLORIDA
COUNTY OF DUVAL

     The  foregoing  instrument  was  acknowledged  before  me this  16th day of
February, 1998, by J. Christian Leavitt, Vice President of RRC FL Two, Inc. Such
person did take an oath and: (notary must check applicable box)

|X|      is/are personally known to me.

o        produced a current Florida driver's license as identification.

o        produced _______________________________ as identification.


{Notary Seal must be affixed}                        /s/ Yona C. Sharp
                                            --------------------------
                                            Signature of Notary

                                                     Yona C. Sharp
                                            ----------------------
                                   Name of Notary (Typed, Printed or Stamped)

                       Commission Number (if not legible on seal):  CC 578957

         My Commission Expires (if not legible on seal):  September 15, 2000


STATE OF FLORIDA
COUNTY OF DUVAL

     The  foregoing  instrument  was  acknowledged  before  me this  16th day of
February, 1998, by J. Christian Leavitt, Vice President of Regency Atlanta, Inc.
Such person did take an oath and: (notary must check applicable box)

|X|      is/are personally known to me.

o        produced a current Florida driver's license as identification.

o        produced _______________________________ as identification.


{Notary Seal must be affixed}                        /s/ Yona C. Sharp
                                            --------------------------
                                            Signature of Notary

                                                     Yona C. Sharp
                                            ----------------------
                              Name of Notary (Typed, Printed or Stamped)

                      Commission Number (if not legible on seal):  CC 578957

            My Commission Expires (if not legible on seal):  September 15, 2000

STATE OF FLORIDA
COUNTY OF DUVAL

     The  foregoing  instrument  was  acknowledged  before  me this  16th day of
February,  1998,  by J.  Christian  Leavitt,  Vice  President of Regency  Realty
Corporation.  Such person did take an oath and:  (notary  must check  applicable
box)

|X|      is/are personally known to me.

o        produced a current Florida driver's license as identification.

o        produced _______________________________ as identification.


{Notary Seal must be affixed}                        /s/ Yona C. Sharp
                                            --------------------------
                                            Signature of Notary

                                                     Yona C. Sharp
                                            ----------------------
                                 Name of Notary (Typed, Printed or Stamped)

                     Commission Number (if not legible on seal):  CC 578957


            My Commission Expires (if not legible on seal):  September 15, 2000





<PAGE>


                                 PLAN OF MERGER


         This Plan of Merger (the "Plan") provides for the merger of RRC FL TWO,
INC., a Florida corporation,  and REGENCY ATLANTA,  INC., a Georgia corporation,
with and into REGENCY REALTY CORPORATION, a Florida corporation as follows:

     1.  Merger of  Subsidiaries  into  Parent.  RRC FL Two,  Inc.  and  Regency
Atlanta, Inc. (the "Merging Corporations") are both wholly owned subsidiaries of
Regency  Realty   Corporation   (the  "Surviving   Corporation").   The  Merging
Corporations  shall be  merged  with and into  the  Surviving  Corporation,  the
separate  corporate  existence of the Merging  Corporations  shall cease and the
Surviving Corporation shall be the surviving corporation.

     2.  Effective  Date.  The Merger  shall  become  effective  at the close of
business  on the date on which  Articles  of Merger are filed  with the  Florida
Department of State and the Georgia Secretary of State (the "Effective Date").

3. Cancellation of Merging  Corporation Stock. Each share of common stock of the
Merging Corporations which is issued and outstanding on the Effective Date shall
be deemed retired and canceled by virtue of the Merger,  automatically,  without
any action on the part of the Merging Corporations or otherwise.

4. Effect of Merger.  On the  Effective  Date,  the  separate  existence  of the
Merging Corporations shall cease, and the Surviving Corporation shall succeed to
all the rights, privileges, immunities, and franchises, and to all the property,
real, personal and mixed, of the Merging Corporations, without the necessity for
any separate transfer. The Surviving Corporation shall thereafter be responsible
and liable for all  liabilities  and  obligations  of the Merging  Corporations,
including but not limited to the obligations of Regency Atlanta, Inc. as general
partner of Regency Retail Partnership, L.P., and neither the rights of creditors
nor any liens on the property of the Merging  Corporations  shall be impaired by
the Merger.  If at any time after the Effective  Date the Surviving  Corporation
shall  consider  or be advised  that any deeds,  bills of sale,  assignments  or
assurances or any other acts or things are necessary, desirable or proper (a) to
vest, perfect or confirm, of record or otherwise,  in the Surviving Corporation,
its right,  title or  interest  in, to or under any of the  rights,  privileges,
powers, franchises, properties or assets of the Merging Corporations acquired or
to be  acquired  as a result of the Merger,  or (b)  otherwise  to carry out the
purposes of this Plan, the Surviving  Corporation and its officers and directors
or their designees  shall be authorized to execute and deliver,  in the name and
on behalf of the Merging Corporations, all deeds, bills of sale, assignments and
assurances,  and to do, in the name and on behalf of the  Merging  Corporations,
all other acts and things  necessary,  desirable  or proper to vest,  perfect or
confirm the Surviving Corporation's right, title or interest in, to or under any
of the  rights,  privileges,  powers,  franchises,  properties  or assets of the
Merging  Corporations  acquired  or to be acquired as a result of the Merger and
otherwise to carry out the purposes of this Plan.

5. Waiver of Notice.  The Surviving  Corporation,  being the sole shareholder of
both of the Merging Corporations,  by execution of the Articles of Merger waives
the notice requirements of Section 607.1104 of the Florida Business  Corporation
Act and Section 14-2-1104 of the Georgia Business Corporation Code.

6.  Abandonment.  This Plan may be abandoned at any time prior to the  Effective
Date by either of the Merging Corporations or the Surviving Corporation, without
further  shareholder  action and, if Articles of Merger have been filed with the
Department  of State of Florida,  the  Department  of State of Alabama,  and the
Department of State of Georgia, by filing a Notice of Abandonment with each such
Department.




<PAGE>


004.160941.1
                                        2
004.160941.1

                           REGENCY REALTY CORPORATION


                     AMENDMENT TO ARTICLES OF INCORPORATION


         This  corporation  was  incorporated  on July 8, 1993 effective July 9,
1993 under the name Regency Realty  Corporation.  Pursuant to Sections 607.1001,
607.1003, 607.1004 and 607.1006, Florida Business Corporation Act, amendments to
Section 5.14 of the Articles of Incorporation,  as restated on November 4, 1996,
were  approved by the Board of  Directors  at a meeting held on December 5, 1997
and adopted by the  shareholders  of the  corporation  on May 26, 1998. The only
voting group  entitled to vote on the adoption of the  amendment to Section 5.14
of the Articles of  Incorporation  consists of the holders of the  corporation's
common stock.  The number of votes cast by such voting group was  sufficient for
approval  by that  voting  group.  Section  5.14  of the  Restated  Articles  of
Incorporation  of the  Company  is hereby  amended  in its  entirety  to read as
follows:

         "Section 5.14 Certain Transfers to Non-U.S.  Persons Void. Any Transfer
of shares of  Capital  Stock of the  Corporation  to any  Person on or after the
effective date of this  Amendment  shall be void ab initio to the fullest extent
permitted under applicable law and the intended transferee shall be deemed never
to have had an interest therein if the Transfer:

1.                occurs  prior to the 15%  Termination  Date and results in the
                  fair  market  value  of the  shares  of  Capital  Stock of the
                  Corporation  owned directly or indirectly by Non-U.S.  Persons
                  (other than a Special  Shareholder  who is a Non-U.S.  Person)
                  comprising  five percent (5%) or more of the fair market value
                  of the issued and  outstanding  shares of Capital Stock of the
                  Corporation; or

2.                results  in the fair  market  value of the  shares of  Capital
                  Stock of the  Corporation  owned  directly  or  indirectly  by
                  Non-U.S.  Persons  (including  Special  Shareholders  who  are
                  Non-U.S.  Persons)  comprising  fifty percent (50%) or more of
                  the fair market value of the issued and outstanding  shares of
                  Capital Stock of the Corporation.

         If either  of the  foregoing  provisions  is  determined  to be void or
         invalid by virtue of any legal decision,  statute,  rule or regulation,
         then the shares held or purported to be held by the  transferee  shall,
         automatically  and without the  necessity of any action by the Board of
         Directors or otherwise:

                           (i) be  prohibited  from being voted at any time such
                  securities  result in the fair  market  value of the shares of
                  Capital Stock of the Corporation  owned directly or indirectly
                  by Non-U.S.  Persons (other than Special  Shareholders who are
                  Non-U.S.  Persons) or by Non-U.S.  Persons  (including Special
                  Shareholders who are Non-U.S. Persons) comprising five percent
                  (5%) or more or fifty percent (50%) or more, respectively,  of
                  the fair market value of the issued and outstanding  shares of
                  Capital Stock of the Corporation;

                    (ii)     not be entitled to dividends with respect thereto;

                           (iii) be considered  held in trust by the  transferee
                  for the benefit of the Corporation and shall be subject to the
                  provisions  of  Section  5.3(c) as if such  shares of  Capital
                  Stock were the  subject of a Transfer  that  violates  Section
                  5.2; and

     (iv) not be considered  outstanding for the purpose of determining a quorum
at any meeting of shareholders.

         The  Special  Shareholders  may, in their sole  discretion,  with prior
         notice to the Board of Directors, waive, alter or revise in writing all
         or any portion of the Transfer  restrictions  set forth in this Section
         5.14  from and after the date on which  such  notice is given,  on such
         terms and conditions as they in their sole discretion determine."

         IN WITNESS  WHEREOF,  the undersigned  Chairman of this corporation has
executed these Articles of Amendment this 26th day of May, 1998.





                                                   /s/ Martin E. Stein, Jr.
                                                      ------------------------
                      Martin  E.  Stein,  Jr.,  Chairman  and  Chief  Executive
                                                Officer



<PAGE>


004.160941.1
                                        3
004.160941.1







                               ARTICLES OF MERGER
                                       OF
                                       REGENCY RETAIL CENTERS OF OHIO, INC.
                                  WITH AND INTO
                           REGENCY REALTY CORPORATION


Pursuant to the  provisions  of Sections  607.1104  and  607.1105 of the Florida
Business Corporation Act (the "Florida Act"), the undersigned corporations enter
into these Articles of Merger by which Regency Retail Centers of Ohio,  Inc., an
Ohio  corporation  shall be merged with and into Regency Realty  Corporation,  a
Florida  corporation,  and Regency  Realty  Corporation  shall be the  surviving
corporation,  in  accordance  with an Agreement and Plan of Merger (the "Plan"),
adopted  pursuant to Section 607.1104 of the Act and Section 1701.80 of the Ohio
General  Corporation Law (the "Ohio Act"). The undersigned  corporations  hereby
certify as follows:

         FIRST, a copy of the Plan is attached hereto and made a part hereof.

         SECOND,  the merger shall become  effective at the close of business on
the date on which  these  Articles  of Merger are filed with the  Department  of
State of Florida  and a  Certificate  of Merger is filed with the  Secretary  of
State of Ohio.

         THIRD,  pursuant  to Section  607.1104  of the  Florida Act and Section
1701.80 of the Ohio Act,  the Plan was adopted the Board of Directors of Regency
Realty  Corporation,  the sole  shareholder  of Regency  Retail Centers of Ohio,
Inc.,  on  December  15,  1998.  Approval  by  shareholders  of  Regency  Realty
Corporation was not required.

         IN WITNESS  WHEREOF,  these  Articles of Merger  have been  executed by
Regency Retail Centers of Ohio, Inc., as the merging corporation, and by Regency
Realty Corporation.,  as the surviving  corporation,  this 28th day of December,
1998.

WITNESSES                                      REGENCY RETAIL CENTERS OF
                                              OHIO, INC., an Ohio corporation

_________________________________           By:
                                          J. Christian Leavitt, Vice President
                                             121 West Forsyth Street, Suite 200
    _____________________                    Jacksonville, Florida 32202

                                           REGENCY REALTY CORPORATION., a
                                                 Florida corporation


_________________________________           By:
                                          J. Christian Leavitt, Vice President
                                             121 West Forsyth Street, Suite 200
____  _____________________                   Jacksonville, Florida 32202


STATE OF FLORIDA
COUNTY OF DUVAL

     The  foregoing  instrument  was  acknowledged  before  me this  28th day of
December,  1998,  by J.  Christian  Leavitt,  Vice  President of Regency  Retail
Centers  of Ohio,  Inc.  Such  person did take an oath and:  (notary  must check
applicable box)

|_|      is/are personally known to me.
|_|      produced a current Florida driver's license as identification.
|_|      produced _______________________________ as identification.


                                                {Notary Seal must be affixed}
----------------------------------------------
Signature of Notary

----------------------------------------------
Name of Notary (Typed, Printed or Stamped)
Commission  Number  (if not  legible  on  seal):  __________________________  My
Commission Expires (if not legible on seal): _______________________




<PAGE>


STATE OF FLORIDA
COUNTY OF DUVAL

     The  foregoing  instrument  was  acknowledged  before  me this  28th day of
December,  1998,  by J.  Christian  Leavitt,  Vice  President of Regency  Realty
Corporation Such person did take an oath and: (notary must check applicable box)

|_|      is/are personally known to me.
|_|      produced a current Florida driver's license as identification.
|_|      produced _______________________________ as identification.


                                               {Notary Seal must be affixed}
----------------------------------------------
Signature of Notary

----------------------------------------------
Name of Notary (Typed, Printed or Stamped)
Commission  Number  (if not  legible  on  seal):  __________________________  My
Commission Expires (if not legible on seal): _______________________




<PAGE>


004.160941.1
                                        6
004.160941.1

                      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
Act, shall succeed to all of the rights, privileges,  properties, real, personal
and mixed,  liabilities  and other assets  without the necessity of any separate
deed or other  transfer  and  shall be  subject  to all of the  liabilities  and
obligations of Pacific  Retail  without  further action by either of the parties
hereto, and will continue to be governed by the laws of the State of Florida. If
at any time after the Effective  Time the Surviving  Entity shall consider or be
advised that any deeds,  bills of sale,  assignments  or assurances or any other
acts or things  are  necessary,  desirable  or proper  (a) to vest,  perfect  or
confirm,  of record or otherwise,  in the Surviving Entity,  its right, title or
interest  in, to or under any of the  rights,  privileges,  powers,  franchises,
properties or assets of Pacific Retail acquired or to be acquired as a result of
the merger,  or (b) otherwise to carry out the purposes of these  Articles,  the
Surviving  Entity and its officers and  directors  or their  designees  shall be
authorized to execute and deliver,  in the name and on behalf of Pacific Retail,
all deeds, bills of sale, assignments and assurances, and to do, in the name and
on behalf of Pacific Retail,  all other acts or things  necessary,  desirable or
proper to vest,  perfect or  confirm  the  Surviving  Entity's  right,  title or
interest  in, to or under any of the  rights,  privileges,  powers,  franchises,
properties or assets of Pacific Retail acquired or to be acquired as a result of
the merger and otherwise to carry out the purposes of these Articles.

         THIRD:  The principal office of Pacific Retail in the State of Maryland
is located at 11 East Chase Street,  the City of Baltimore,  Maryland.  The name
and address of the  registered  agent of Regency is CSC - Lawyers  Incorporating
Service Company, 11 East Chase Street,  Baltimore,  Maryland 21202 The principal
office of Regency is located at 121 W. Forsyth Street, Suite 200,  Jacksonville,
Florida 32202.  Neither  Regency nor Pacific Retail owns any interest in land in
any county in the State of Maryland or in Baltimore City.

         FOURTH:  The terms and conditions of the transaction set forth in these
Articles of Merger were advised,  authorized and approved by each party to these
Articles of Merger in the manner and by the vote required by Regency's  articles
of incorporation  and the Florida Act or Pacific  Retail's  declaration of trust
and the Maryland Code, as the case may be.

         FIFTH:  The merger was duly (a)  advised by the board of  directors  of
Regency by the adoption of a resolution  declaring  that the merger set forth in
these Articles of Merger was advisable on substantially the terms and conditions
set forth in the resolution and directing that the proposed merger be submitted,
together with the board's recommendation, for consideration at a special meeting
of the  shareholders of Regency and (b) approved by the  shareholders of Regency
on February 26, 1999 by the vote required by its articles of  incorporation  and
the  Florida  Act.  The only  voting  group of Regency  entitled  to vote on the
adoption  of the Plan was the  holders of Regency  Common  Stock.  The number of
votes cast by such voting group was sufficient for approval by that group.

         SIXTH:  The merger was duly (a)  advised  by the board of  trustees  of
Pacific  Retail by the  adoption of a resolution  declaring  that the merger set
forth in these Articles of Merger was advisable on  substantially  the terms and
conditions  set forth or referred to in the  resolution  and directing  that the
proposed  merger be  submitted  for  consideration  at a special  meeting of the
shareholders  of Pacific Retail and (b) approved by the  shareholders of Pacific
Retail on February 26, 1999 by the vote required by its declaration of trust and
the Maryland Code.

         SEVENTH:  The total  number of shares  of  beneficial  interest  of all
classes which Pacific  Retail has  authority to issue is  150,000,000  shares of
beneficial  interest,  of the par value of $.01 each,  all such shares having an
aggregate  par  value of  $1,500,000.  Of such  shares of  beneficial  interest,
142,739,448  shares are  classified  as common  shares  ("Pacific  Retail Common
Stock"),   1,130,276   shares  have  been  classified  as  Series  A  Cumulative
Convertible  Redeemable Preferred Shares of Beneficial Interest ("Pacific Retail
Series A Preferred Stock"),  and 6,130,276 shares have been classified as Series
B Cumulative  Convertible  Redeemable  Preferred  Shares of Beneficial  Interest
("Pacific Retail Series B Preferred Stock").

         Immediately  before the Effective  Time,  the total number of shares of
stock of all classes which Regency had authority to issue is 170,000,000 shares,
of the par value of $.01 each,  all such shares having an aggregate par value of
$1,700,000.  Of such 170,000,000  shares,  150,000,000 shares were classified as
common stock  ("Regency  Common  Stock"),  10,000,000  shares were classified as
Special  Common  Stock  (of which  2,500,000  have  been  classified  as Class B
Non-Voting  Stock) and 10,000,000  shares were classified as Preferred Stock (of
which  1,600,000 have been  classified as 8.125% Series A Cumulative  Redeemable
Preferred  Stock).  Immediately  after the Effective  Time,  the total number of
shares  of  stock  of all  classes  which  Regency  has  authority  to  issue is
170,000,000  shares,  of the par value of $0.01 each,  all such shares having an
aggregate  par value of  $1,700,000.  Of such  170,000,000  shares,  150,000,000
shares are classified as Regency Common Stock,  10,000,000 shares are classified
as Special Common Stock (of which 2,500,000 are classified as Class B Non-Voting
Common Stock) and 10,000,000  shares are classified as Preferred Stock (of which
542,532  shares  have  been  classified  as  Series  1  Cumulative   Convertible
Redeemable Preferred Stock and 1,502,532 shares have been classified as Series 2
Cumulative  Convertible  Redeemable  Preferred  Stock  and  1,600,000  have been
classified as 8.125% Series A Cumulative Redeemable Preferred Stock).

     EIGHTH:  As of the Effective  Time, by virtue of the Merger and without any
action  on the part of  Regency,  Pacific  Retail,  or any  holder of any of the
following securities:

(a)  Cancellation  of  Treasury  Stock and  Regency-Owned  Shares of  Beneficial
Interest of Pacific Retail.  Each share of beneficial interest of Pacific Retail
that is owned by Pacific  Retail or any  subsidiary of Pacific Retail or Regency
or any  subsidiary of Regency shall  automatically  be cancelled and retired and
shall cease to exist, and no consideration  shall be delivered or deliverable in
exchange therefor.

(b) Conversion of Pacific Retail Common Stock. Each issued and outstanding share
of  Pacific  Retail  Common  Stock,  other than  shares  cancelled  pursuant  to
paragraph  (a) of this  Article or shares as to which a demand  for  dissenter's
rights has been duly perfected in accordance  with the Maryland  Code,  shall be
converted  into the right to  receive  0.48  validly  issued,  fully  paid,  and
nonassessable  shares of Regency Common Stock. The consideration to be issued to
the holders of Pacific  Retail Common Stock is referred to herein as the "Common
Stock Merger Consideration." No fractional shares shall be issued as part of the
Common Stock Merger Consideration.

(c)  Conversion  of Pacific  Retail  Series A Preferred  Stock.  Each issued and
outstanding share of Pacific Retail Series A Preferred Stock,  other than shares
cancelled  pursuant  to  paragraph  (a) of this  Article or shares as to which a
demand for  dissenters  rights has been duly  perfected in  accordance  with the
Maryland Code, shall be converted into the right to receive 0.48 validly issued,
fully  paid  and  nonassessable  shares  of  Series  1  Cumulative   Convertible
Redeemable  Preferred Stock of Regency ("Regency Series 1 Preferred Stock"). The
consideration to be issued to holders of Pacific Retail Series A Preferred Stock
is referred to as the "Series A Merger Consideration."

(d)  Conversion  of Pacific  Retail  Series B Preferred  Stock.  Each issued and
outstanding share of Pacific Retail Series B Preferred Stock,  other than shares
cancelled  pursuant  to  paragraph  (a) of this  Article or shares as to which a
demand for  dissenters  rights has been duly  perfected in  accordance  with the
Maryland Code, shall be converted into the right to receive 0.48 validly issued,
fully  paid  and  nonassessable  shares  of  Series  2  Cumulative   Convertible
Redeemable  Preferred Stock of Regency ("Regency Series 2 Preferred Stock"). The
consideration to be issued to holders of Pacific Retail Series B Preferred Stock
is referred to as the "Series B Merger  Consideration."  The Common Stock Merger
Consideration,  Series A Merger  Consideration and Series B Merger Consideration
are referred to collectively herein as the "Merger Consideration."

(e) No Fractional  Shares.  Each holder of Pacific Retail Common Stock,  Pacific
Retail  Series A Preferred  Stock or Pacific  Retail  Series B  Preferred  Stock
exchanged  pursuant  to the Merger who would  otherwise  have been  entitled  to
receive a fraction of a share of (i) Regency Common Stock, (ii) Regency Series A
Preferred  Stock or (iii) Regency Series B Preferred  Stock,  as the case may be
(after taking into account all shares of Pacific  Retail  Common Stock,  Pacific
Retail Series A Preferred  Stock or Pacific Retail Series B Preferred Stock held
of record by such holder at the Effective Time), shall receive,  in lieu of such
fraction of a share,  cash in an amount arrived at by multiplying  such fraction
times the average  closing  price of a share of Regency  Common Stock on the New
York Stock Exchange on the ten (10) consecutive trading days ending on the fifth
day immediately preceding the Effective Time.

(f)  Cancellation  and  Retirement of Shares of  Beneficial  Interest of Pacific
Retail.  As of the Effective Time, all shares of beneficial  interest of Pacific
Retail converted into the right to receive the applicable  Merger  Consideration
pursuant to this Article shall no longer be outstanding and shall  automatically
be  cancelled  and  retired  and  shall  cease to  exist,  and each  holder of a
certificate  evidencing any such shares of beneficial interest of Pacific Retail
shall cease to have any rights with respect thereto, except the right to receive
the applicable  Merger  Consideration  in accordance with this Article,  and any
cash in lieu of  fractional  shares of Regency  Common Stock,  Regency  Series 1
Preferred  Stock or  Regency  Series 2  Preferred  Stock paid in cash by Regency
based on the average of the closing price of the Regency Common Stock on the New
York Stock  Exchange  for the ten (10)  consecutive  trading  days ending on the
fifth day immediately preceding the Effective Time.

(g) Conversion of Pacific  Retail Stock Options.  Each option granted by Pacific
Retail to purchase  shares of Pacific  Retail  Common  Stock (a "Pacific  Retail
Stock Option") which is outstanding  and  unexercised  immediately  prior to the
Effective Time shall cease to represent a right to acquire such shares and shall
be  converted  into an option to  purchase  shares of  Regency  Common  Stock (a
"Regency  Stock  Option") in an amount and at an exercise  price  determined  as
provided  below and otherwise  subject to the terms and  conditions of Regency's
Long-Term  Omnibus Plan and the  agreements  evidencing  grants  thereunder  but
having the same  vesting,  exercise,  and  termination  dates that such  Pacific
Retail Stock Options had  immediately  prior to the  Effective  Time except that
departing  officers'  options shall fully vest and shall  terminate on the dates
set forth in agreements between the departing officers and Regency.

(i) the  number of shares  of  Regency  Common  Stock to be  subject  to the new
Regency Stock Option will be equal to the product of (A) the number of shares of
Pacific Retail Common Stock subject to the existing  Pacific Retail Stock Option
immediately prior to the Effective Time and (B) the ratio of the value per share
of Pacific  Retail Common Stock  immediately  prior to the Effective Time to the
value per share of Regency Common Stock  immediately  after the Effective  Time,
and

(ii) the exercise  price per share of Regency Common Stock under the new Regency
Stock  Option will be equal to (A) the value per share of Regency  Common  Stock
immediately after the Effective Time multiplied by (B) the ratio of the exercise
price per share of Pacific Retail Common Stock to the value per share of Pacific
Retail Common Stock immediately prior to the Effective Time.

         NINTH:  The parties  hereto intend that the execution of these Articles
of Merger  constitute  the  adoption  of a "plan of  reorganization"  within the
meaning of Section 368 of the Internal Revenue Code of 1996, as amended.

     TENTH: The merger shall be effective at 11:59 p.m. Eastern Standard Time on
February 28, 1999.

         ELEVENTH:  The  merger  may be  abandoned  at  any  time  prior  to the
Effective Time by either Pacific Retail or the Surviving Entity, without further
shareholder  action by filing a Notice of Abandonment  with each state authority
with which these Articles of Merger are filed.

     TWELFTH:  The Articles of Incorporation of Regency shall continue to be the
Articles of Incorporation of Regency on and after the Effective Time, except for
the following amendments:

(a) The  Articles  of  Incorporation  of Regency  are hereby  amended to add the
Certificate of  Designations,  Rights,  Preferences  and Limitations of Series 1
Cumulative  Convertible Redeemable Preferred Stock of Regency attached hereto as
Exhibit A.

(b) The  Articles  of  Incorporation  of Regency  are hereby  amended to add the
Certificate of  Designations,  Rights,  Preferences  and Limitations of Series 2
Cumulative  Convertible Redeemable Preferred Stock of Regency attached hereto as
Exhibit B.

     (c) Article V of the Articles of Incorporation of Regency is hereby amended
as set forth in Exhibit C hereto.
                                                                             




<PAGE>


         IN WITNESS WHEREOF, Regency Realty Corporation,  a Florida corporation,
and Pacific Retail Trust, a Maryland real estate  investment trust, the entities
parties to the  merger,  have  caused  these  Articles of Merger to be signed in
their  respective  names and on their behalf and witnessed or attested all as of
the 26th day of February,  1999. Each of the individuals  signing these Articles
of Merger on behalf of  Regency  Realty  Corporation  or  Pacific  Retail  Trust
acknowledges  these Articles of Merger to be the act of such  respective  entity
and, as to all other matters or facts required to be verified  under oath,  that
to the best of his or her knowledge,  information and belief,  these matters are
true in all  material  respects  and  that  this  statement  is made  under  the
penalties for perjury.

                                               REGENCY REALTY CORPORATION,
                                                 a Florida corporation


                                      By: ___________________________________
                                          Mary Lou Rogers, President

Attest:


-------------------------------
J. Christian Leavitt, Secretary



                                          PACIFIC RETAIL TRUST,
                                     a Maryland real estate investment trust


                                    By: ___________________________________
                                       Jane E. Mody, Managing Director and
                                                  Chief Financial Officer

Attest:


--------------------------------
Kelli Hlavenka, Assistant Secretary



<PAGE>


                                                          EXHIBIT "A'


              ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF

                           REGENCY REALTY CORPORATION

                     DESIGNATING THE PREFERENCES, RIGHTS AND

                        LIMITATIONS OF 542,532 SHARES OF

            SERIES 1 CUMULATIVE CONVERTIBLE REDEEMABLE PREFERRED STOCK

                                 $0.01 Par Value

                  Pursuant  to  Section   607.0602   of  the  Florida   Business
Corporation Act ("FBCA"), Regency Realty Corporation, a Florida corporation (the
"Corporation"), does hereby certify that:

         FIRST:  Pursuant  to the  authority  expressly  vested  in the Board of
Directors  of  the  Corporation  by  Section  4.2 of the  Restated  Articles  of
Incorporation  of the  Corporation,  as  amended  (the  "Charter")  and  Section
607.0602 of the FBCA, the Board of Directors of the Corporation,  by resolutions
duly  adopted  on  September  23,  1998 has  classified  542,532  shares  of the
authorized but unissued  Preferred Stock par value $.01 per share (the "Series 1
Preferred  Stock")  as a  separate  class of  Preferred  Stock,  authorized  the
issuance  of a maximum  of 542,532  shares of such  class of Series 1  Preferred
Stock,  set certain of the  preferences,  conversion  and other  rights,  voting
powers,  restrictions,  limitations as to dividends,  qualifications,  terms and
conditions of redemption  and other terms and conditions of such class of Series
1 Preferred Stock.  Shareholder approval was not required under the Charter with
respect to such designation.

         SECOND:  The  class of  Series  1  Preferred  Stock of the  Corporation
created  by the  resolutions  duly  adopted  by the  Board of  Directors  of the
Corporation shall have the following designation, number of shares, preferences,
conversion and other rights,  voting powers,  restrictions  and limitation as to
dividends,  qualifications,  terms and  conditions of redemption and other terms
and conditions:

Section 1.  Number of Shares and  Designation.  The number of shares of Series 1
Preferred  Stock  which  shall  constitute  such  series  shall not be more than
542,532  shares,  par value $0.01 per share,  which number may be decreased (but
not below the  number  thereof  then  outstanding  plus the number  required  to
fulfill  the  Corporation's  obligations  under  certain  agreements,   options,
warrants or similar rights issued by the  Corporation)  from time to time by the
Board of Directors of the Corporation.  Except as otherwise  specifically stated
herein,  the Series 1 Preferred  Stock shall have the same rights and privileges
as Common Stock under Florida law.

     Section 2.  Definitions.  For purposes of the Series 1 Preferred Stock, the
following terms shall have the meanings indicated:

                  "Board"  shall mean the Board of Directors of the  Corporation
or any  committee  authorized  by such Board of  Directors to perform any of its
responsibilities with respect to the Series 1 Preferred Stock.

                  "Business  Day"  shall  mean any day  other  than a  Saturday,
Sunday or a day on which state or federally  chartered  banking  institutions in
New York City, New York are not required to be open.

                  "Call  Date"  shall mean the date  specified  in the notice to
holders required under subparagraph (d) of Section 5 as the Call Date.

     "Common Stock" shall mean the common capital stock of the Corporation,  par
value $0.01 per share.

                  "Constituent  Person"  shall  have the  meaning  set  forth in
paragraph (c) of Section 6 hereof.

                  "Dividend  Payment  Date" shall mean the last  calendar day of
March, June, September and December, in each year, commencing on March 31, 1999;
provided, however, that if any Dividend Payment Date falls on any day other than
a Business Day, the dividend  payment due on such Dividend Payment Date shall be
paid on the Business Day immediately following such Dividend Payment Date.

                  "Dividend  Periods"  shall  mean  quarterly  dividend  periods
commencing  on April 1, July 1,  October 1 and January 1 of each year and ending
on and including the day preceding the first day of the next succeeding Dividend
Period  (other than the initial  Dividend  Period,  which shall  commence on the
Issue Date).

                  "Fully Junior Stock" shall mean any class or series of capital
stock of the Corporation now or hereafter  issued and outstanding over which the
Series 1 Preferred  Stock has  preference or priority in both (i) the payment of
dividends and (ii) the distribution of assets on any liquidation, dissolution or
winding up of the Corporation.

                  "Funds  from  Operations  per  Share"  shall  mean the  amount
determined   by  dividing  (a)  the  net  income  of  the   Corporation   before
extraordinary items (determined in accordance with generally accepted accounting
principles)  as reported by the  Corporation in its year-end  audited  financial
statements,  minus  gains  (or  losses)  from  debt  restructuring  and sales of
property,  plus real property  depreciation and amortization and amortization of
capitalized  leasing  expenses and tenant  allowances  or  improvements  (to the
extent such allowances or improvements are capital items), and after adjustments
for unconsolidated partnerships,  corporations and joint ventures (such items of
depreciation  and  amortization  and  such  gains,  losses  and  adjustments  as
determined in accordance with generally  accepted  accounting  principles and as
reported by the Corporation in its year-end audited financial statements) by (b)
the  weighted  average  number  of shares  of  common  stock of the  Corporation
outstanding  as reported by the  Corporation in its year-end  audited  financial
statements. Adjustments for unconsolidated partnerships,  corporations and joint
ventures  shall be calculated to reflect Funds from  Operations per Share on the
same basis. If the Corporation  shall after the Issue Date (A) pay a dividend or
make a  distribution  in  shares of common  stock on its  outstanding  shares of
common  stock,  (B)  subdivide  its  outstanding  shares of common  stock into a
greater  number of shares,  (C)  combine  its  outstanding  Common  Stock into a
smaller   number  of  shares  or  (D)  issue  any  shares  of  common  stock  by
reclassification  of its  outstanding  shares of common  stock,  the Funds  from
Operations  per Share  shall be  appropriately  adjusted  to give effect to such
events.

                  "Issue  Date"  shall mean the first date on which the Series 1
Preferred Stock is issued.

                  "Junior Stock" shall mean the Common Stock and any other class
or series of  capital  stock of the  Corporation  now or  hereafter  issued  and
outstanding  over which the Series 1 Preferred  Stock has preference or priority
in the payment of dividends or in the distribution of assets on any liquidation,
dissolution or winding up of the Corporation.

                  "Minimum Amount" shall mean the greater of (A) $0.2083 and (B)
65% of the highest  amount of Funds from  Operations per Share for any preceding
fiscal year beginning with the fiscal year ending December 31, 1996,  divided by
four.

                  "Non-Electing  Share"  shall  have the  meaning  set  forth in
paragraph (c) of Section 6 hereof.

                  "Parity  Stock"  shall have the meaning set forth in paragraph
(b) of Section 8.

                  "Person"  shall  mean  any  individual,   firm,   partnership,
corporation,  or trust or other  entity,  and shall  include any  successor  (by
merger or otherwise) of such entity.

                  "PRT Issue Date" means October 13, 1995.

                  "Series 1 Preferred Stock" shall have the meaning set forth in
Article FIRST hereof.

                  "Series 2 Preferred  Stock" shall mean the Series 2 Cumulative
Convertible  Redeemable Preferred Stock of the Corporation,  par value $0.01 per
share.

                  "set apart for  payment"  shall be deemed to include,  without
any action other than the  following,  the recording by the  Corporation  in its
accounting  ledgers of any  accounting  or  bookkeeping  entry which  indicates,
pursuant to a declaration of dividends or other  distribution by the Board,  the
allocation of funds to be so paid on any series or class of capital stock of the
Corporation;  provided,  however,  that if any  funds for any class or series of
Junior  Stock,  Fully  Junior  Stock or any class or series of shares of capital
stock ranking on a parity with the Series 1 Preferred Stock as to the payment of
dividends are placed in a separate  account of the Corporation or delivered to a
disbursing,  paying or other  similar  agent,  then "set apart for payment" with
respect to the Series 1  Preferred  Stock  shall  mean  placing  such funds in a
separate  account  or  delivering  such funds to a  disbursing,  paying or other
similar agent.

                  "Transaction"  shall have the meaning  set forth in  paragraph
(c) of Section 6 hereof.

                  "Transfer  Agent" means  initially the  Corporation  and shall
include such other agent or agents of the  Corporation  as may be  designated by
the Board or their  designee  as the  transfer  agent for the Series 1 Preferred
Stock.

                  "Voting  Preferred  Stock" shall have the meaning set forth in
Section 9 hereof.

Section 3.        Dividends.

(a) The holders of Series 1 Preferred Stock shall be entitled to receive,  when,
as and if declared by the Board out of funds legally available for that purpose,
quarterly  dividends payable in cash in an amount per share equal to the greater
of (i) the  Minimum  Amount or (ii) an amount  equal to  $0.02708  less than the
dividends (determined on each Dividend Payment Date) on a share of Common Stock,
or  portion  thereof,  into  which  a share  of  Series  2  Preferred  Stock  is
convertible upon conversion of a share of Series 1 Preferred Stock. For purposes
of clause (ii) of the preceding sentence,  such dividends shall equal the number
of shares of Common Stock,  or portion  thereof,  into which a share of Series 2
Preferred Stock is convertible  upon conversion of a share of Series 1 Preferred
Stock,  multiplied by the most current  quarterly  dividend paid or payable on a
share of  Common  Stock on or  before  the  applicable  Dividend  Payment  Date.
Dividends  on the Series 1  Preferred  Stock  shall begin to accrue and shall be
fully cumulative from the Issue Date,  whether or not for any Dividend Period or
Periods  there  shall be  funds of the  Corporation  legally  available  for the
payment of such  dividends,  and shall be  payable  quarterly,  when,  as and if
declared by the Board, in arrears on Dividend  Payment Dates,  commencing on the
first Dividend  Payment Date after the Issue Date.  Accrued and unpaid dividends
on shares of Series 1  Preferred  Stock  shall  include  any  accrued and unpaid
dividends on the Series A Cumulative  Convertible Redeemable Preferred Shares of
Beneficial  Interest of Pacific Retail Trust which are exchanged by operation of
law into such  shares of Series 1  Preferred  Stock  pursuant  to the  merger of
Pacific  Retail  Trust  into the  Corporation.  Each  dividend  on the  Series 1
Preferred  Stock shall be payable to the holders of record of Series 1 Preferred
Stock,  as they appear on the stock records of the  Corporation  at the close of
business on such record dates as shall be fixed by the Board. Accrued and unpaid
dividends for any past Dividend Periods may be declared and paid at any time and
for such interim  periods,  without  reference to any regular  Dividend  Payment
Date, to holders of record on such date as may be fixed by the Board.

(b) The amount of dividends  payable for any dividend  period  shorter or longer
than a full Dividend  Period,  on the Series 1 Preferred Stock shall be computed
on the basis of twelve  30-day  months and a 360-day  year.  Holders of Series 1
Preferred Stock shall not be entitled to any dividends, whether payable in cash,
property or stock, in excess of current and cumulative but unpaid dividends,  as
herein provided,  on the Series 1 Preferred Stock. No interest,  or sum of money
in lieu of  interest,  shall be payable in  respect of any  dividend  payment or
payments on the Series 1 Preferred Stock that may be in arrears.

(c) So long as any Series 1 Preferred Stock is outstanding, no dividends, except
as described in the immediately following sentence, shall be declared or paid or
set apart for  payment  on any  class or series of Parity  Stock for any  period
unless full cumulative dividends have been or contemporaneously are declared and
paid or declared and a sum sufficient for the payment thereof set apart for such
payment on the Series 1 Preferred Stock for all Dividend Periods  terminating on
or prior to the Dividend  Payment Date on such class or series of Parity  Stock.
When  dividends are not paid in full or a sum sufficient for such payment is not
set apart,  as aforesaid,  all dividends  declared upon Series 1 Preferred Stock
and all dividends  declared upon any other class or series of Parity Stock shall
be  declared  ratably in  proportion  to the  respective  amounts  of  dividends
accumulated  and  unpaid on the Series 1  Preferred  Stock and  accumulated  and
unpaid on such Parity Stock.

(d) So long as any Series 1 Preferred Stock is outstanding,  no dividends (other
than dividends or distributions  paid solely in shares of, or options,  warrants
or rights to subscribe  for or purchase  shares of, Fully Junior Stock) shall be
declared or paid or set apart for payment or other distribution declared or made
upon  Junior  Stock,  nor shall  any  Junior  Stock be  redeemed,  purchased  or
otherwise  acquired (other than a redemption,  purchase or other  acquisition of
Common Stock made for  purposes of an employee  incentive or benefit plan of the
Corporation or any subsidiary) for any  consideration  (or any moneys be paid to
or made  available  for a sinking fund for the  redemption  of any shares of any
such stock) by the  Corporation,  directly or  indirectly  (except by conversion
into or  exchange  for  Fully  Junior  Stock),  unless in each case (i) the full
cumulative  dividends on all outstanding  Series 1 Preferred Stock and any other
Parity Stock of the  Corporation  shall have been paid or declared and set apart
for payment for all past Dividend Periods with respect to the Series 1 Preferred
Stock and all past  dividend  periods with respect to such Parity Stock and (ii)
sufficient  funds shall have been paid or declared and set apart for the payment
of the  dividend  for the current  Dividend  Period with respect to the Series 1
Preferred  Stock and the current  dividend  period  with  respect to such Parity
Stock.

Section 4.        Liquidation Preference.

(a)  In  the  event  of  any  liquidation,  dissolution  or  winding  up of  the
Corporation,   whether   voluntary  or   involuntary,   before  any  payment  or
distribution of the assets of the Corporation (whether capital or surplus) shall
be made to or set apart for  payment  to the  holders  of Junior  Stock or Fully
Junior Stock,  the holders of the Series 1 Preferred  Stock shall be entitled to
receive  $20.8333 per share of Series 1 Preferred  Stock plus an amount equal to
all dividends  declared but unpaid thereon to the date of final  distribution to
such holders; but such holders shall not be entitled to any further payment. If,
upon any liquidation,  dissolution or winding up of the Corporation,  the assets
of the Corporation, or proceeds thereof,  distributable among the holders of the
Series 1 Preferred Stock shall be  insufficient to pay in full the  preferential
amount  aforesaid and  liquidating  payments on any other shares of any class or
series of Parity  Stock,  then such assets,  or the proceeds  thereof,  shall be
distributed  among the  holders of Series 1  Preferred  Stock and any such other
Parity Stock ratably in  accordance  with the  respective  amounts that would be
payable on such Series 1 Preferred  Stock and any such other Parity Stock if all
amounts  payable  thereon were paid in full. For the purposes of this Section 4,
(i) a consolidation or merger of the Corporation with one or more Persons,  (ii)
a sale or transfer of all or substantially  all of the  Corporation's  assets or
(iii) a  statutory  share  exchange  shall not be  deemed  to be a  liquidation,
dissolution or winding up, voluntary or involuntary, of the Corporation.

(b)  Subject  to the  rights of the  holders of shares of any series or class or
classes of shares of  capital  stock  ranking  on a parity  with or prior to the
Series 1 Preferred Stock upon  liquidation,  dissolution or winding up, upon any
liquidation,  dissolution or winding up of the Corporation,  after payment shall
have  been made in full to the  holders  of the  Series 1  Preferred  Stock,  as
provided in this Section 4, any other series or class or classes of Junior Stock
or Fully Junior Stock shall,  subject to the respective terms and provisions (if
any) applying thereto, be entitled to receive any and all assets remaining to be
paid or  distributed,  and the holders of the Series 1 Preferred Stock shall not
be entitled to share therein.

Section 5.        Redemption at the Option of the Corporation.

(a) The Series 1 Preferred  Stock  shall not be  redeemable  by the  Corporation
prior to October 20, 2010. On and after October 20, 2010,  the  Corporation,  at
its  option,  may redeem the Series 1 Preferred  Stock,  in whole at any time or
from time to time in part at the option of the Corporation at a redemption price
of $20.8333 per share of Series 1 Preferred Stock, plus the amounts indicated in
Section 5(b).

(b) Upon any redemption of Series 1 Preferred  Stock pursuant to this Section 5,
the  Corporation  shall pay in full any and all  accrued  and  unpaid  dividends
(without  interest or sum of money in lieu of interest) for any and all Dividend
Periods  ending on or prior to the Call  Date.  If the Call Date  falls  after a
dividend  payment record date and prior to the  corresponding  Dividend  Payment
Date,  then each holder of Series 1 Preferred  Stock at the close of business on
such dividend  payment record date shall be entitled to the dividend  payable on
such shares on the  corresponding  dividend  payment  date  notwithstanding  the
redemption of such shares before such Dividend Payment Date.

(c) If full  cumulative  dividends on the Series 1 Preferred Stock and any other
class or  series  of  Parity  Stock  of the  Corporation  have not been  paid or
declared  and set apart for  payment,  the Series 1  Preferred  Stock may not be
redeemed  under this Section 5 in part and the  Corporation  may not purchase or
acquire  shares  of Series 1  Preferred  Stock,  otherwise  than  pursuant  to a
voluntary  purchase or  exchange  offer made on the same terms to all holders of
Series 1 Preferred Stock.

(d) Notice of the redemption of any Series 1 Preferred  Stock under this Section
5 shall be  mailed  by  first-class  mail to each  holder  of record of Series 1
Preferred  Stock to be  redeemed  at the address of each such holder as shown on
the  Corporation's  record,  not less than 30 nor more than 90 days prior to the
Call Date.  Neither  the failure to mail any notice  required by this  paragraph
(d), nor any defect therein or in the mailing thereof, to any particular holder,
shall affect the  sufficiency  of the notice or the validity of the  proceedings
for redemption with respect to the other holders. Any notice which was mailed in
the manner  herein  provided  shall be  conclusively  presumed to have been duly
given on the date mailed  whether or not the holder  receives  the notice.  Each
such mailed  notice  shall state,  as  appropriate:  (1) the Call Date;  (2) the
number of shares of Series 1 Preferred  Stock to be redeemed  and, if fewer than
all the shares held by such holder are to be redeemed, the number of such shares
to be redeemed from such holder;  (3) the place or places at which  certificates
for such shares are to be  surrendered;  and (4) that dividends on the shares to
be redeemed shall cease to accrue on such Call Date except as otherwise provided
herein.  Notice  having been mailed as  aforesaid,  from and after the Call Date
(unless the Corporation shall fail to make available an amount of cash necessary
to effect such redemption),  (i) except as otherwise provided herein,  dividends
on the Series 1 Preferred Stock so called for redemption  shall cease to accrue,
(ii) said  shares  shall no longer  be  deemed to be  outstanding  and (iii) all
rights of the  holders  thereof as holders  of Series 1  Preferred  Stock of the
Corporation  shall  cease  (except  the  rights to convert  and to receive  cash
payable upon such  redemption,  without  interest  thereon,  upon  surrender and
endorsement  of their  certificates  if so required and to receive any dividends
payable  thereon).  The  Corporation's  obligation to provide cash in accordance
with the preceding  sentence shall be deemed fulfilled if, on or before the Call
Date, the  Corporation  shall deposit with a bank or trust company (which may be
an affiliate of the Corporation) that has an office in the Borough of Manhattan,
City of New York,  and that has, or is an affiliate  of a bank or trust  company
that has, capital and surplus of at least $50,000,000, sufficient cash necessary
for such redemption,  in trust, with irrevocable  instructions that such cash be
applied  to the  redemption  of the  Series  1  Preferred  Stock so  called  for
redemption.  No interest shall accrue for the benefit of the holders of Series 1
Preferred  Stock to be  redeemed  on any cash so set  aside by the  Corporation.
Subject to applicable  escheat laws and other unclaimed  property laws, any such
cash  unclaimed  at the end of two years from the Call Date shall  revert to the
general  funds of the  Corporation,  after which  reversion  the holders of such
shares so called  for  redemption  shall look only to the  general  funds of the
Corporation for the payment of such cash. Notwithstanding the above, at any time
after such  redemption  notice is received and on or prior to the Call Date, any
holder may exercise its conversion rights under Section 6 below.

     As promptly as  practicable  after the  surrender in  accordance  with said
notice of the certificates for any such shares so redeemed (properly endorsed or
assigned for  transfer,  if the  Corporation  shall so require and if the notice
shall so  state),  such  shares  shall  be  exchanged  for any  cash  (including
accumulated and unpaid  dividends but without  interest  thereon) for which such
shares have been redeemed.  If fewer than all the outstanding shares of Series 1
Preferred  Stock are to be redeemed,  shares to be redeemed shall be selected by
the Corporation from outstanding  Series 1 Preferred Stock not previously called
for  redemption  by lot or pro rata (as nearly as may be) or by any other method
determined by the Corporation in its sole  discretion to be equitable.  If fewer
than all shares of the Series 1 Preferred  Stock  represented by any certificate
are redeemed, then new certificates  representing the unredeemed shares shall be
issued without cost to the holder thereof.

Section 6. Conversion. Subject to subparagraph (f) of this Section 6, holders of
Series 1  Preferred  Stock  shall have the  right,  at any time and from time to
time, to convert all or a portion of such shares into Series 2 Preferred  Stock,
as follows:

(a) Subject to and upon  compliance  with the  provisions  of this  Section 6, a
holder of Series 1  Preferred  Stock  shall  have the  right,  at such  holder's
option,  at any time to convert each share of Series 1 Preferred  Stock into one
fully paid and non-assessable  share of Series 2 Preferred Stock by surrendering
such shares to be converted, such surrender to be made in the manner provided in
paragraph  (b) of this  Section  6. In  addition,  upon  conversion  of Series 1
Preferred  Stock any holder  may elect to  simultaneously  convert  the Series 2
Preferred  Stock  issuable  upon such  conversion  into that number of shares of
Common  Stock into  which  such  Series 2  Preferred  Stock is then  convertible
pursuant to the terms of the Series 2 Preferred Stock.

(b) In order to  exercise  the  conversion  right,  the  holder of each share of
Series 1  Preferred  Stock  to be  converted  shall  surrender  the  certificate
representing  such share,  duly  endorsed or assigned to the  Corporation  or in
blank, at the office of the Transfer Agent, accompanied by written notice to the
Corporation  that the holder  thereof  elects to convert such Series 1 Preferred
Stock and payment of the amount, if any, determined pursuant to subparagraph (f)
of this Section 6. Unless the shares  issuable on conversion are to be issued in
the same name as the name in which such Series 1 Preferred  Stock is registered,
each share  surrendered  for  conversion  shall be accompanied by instruments of
transfer,  in form satisfactory to the Corporation,  duly executed by the holder
or such holder's duly  authorized  attorney and an amount  sufficient to pay any
transfer or similar tax (or evidence reasonably  satisfactory to the Corporation
demonstrating that such taxes have been paid).

     Holders of Series 1 Preferred  Stock at the close of business on a dividend
payment  record date shall be entitled to receive the  dividend  payable on such
shares on the corresponding dividend payment date notwithstanding the conversion
thereof  following  such  dividend  payment  record date and on or prior to such
dividend payment date. In no event shall a holder of Series 1 Preferred Stock be
entitled  to receive a dividend  payment on Series 2 Preferred  Stock  issued or
issuable upon  conversion of Series 1 Preferred Stock if such holder is entitled
to receive a dividend in respect of the Series 1 Preferred Stock surrendered for
conversion.  The  Corporation  shall  make no payment  or  allowance  for unpaid
dividends,  whether or not in arrears,  on converted  shares or for dividends on
the Series 2 Preferred Stock issued upon such conversion, except as contemplated
pursuant to subparagraph (f) of this Section 6.

     As promptly as practicable after the surrender of certificates for Series 1
Preferred Stock as aforesaid,  the Corporation  shall issue and shall deliver at
such office to such holder,  or such holder's  written  order,  a certificate or
certificates  for the number of full shares of Series 2 Preferred Stock issuable
upon the conversion of such shares in accordance with provisions of this Section
6.

     Each conversion shall be deemed to have been effected  immediately prior to
the  close of  business  on the  date on which  the  certificates  for  Series 1
Preferred Stock shall have been  surrendered and such notice  (together with the
undertaking  described below if such conversion  occurs on or prior to the fifth
anniversary of the PRT Issue Date) received by the Corporation as aforesaid, and
the person or persons in whose name or names any certificate or certificates for
Series 2 Preferred Stock shall be issuable upon such conversion  shall be deemed
to have become the holder or holders of record of the shares represented thereby
at such time on such date  unless the stock  transfer  books of the  Corporation
shall be closed on that date,  in which  event such  person or persons  shall be
deemed to have  become such holder or holders of record at the close of business
on the  next  succeeding  day on which  such  stock  transfer  books  are  open.
Concurrently  with the delivery of any notice of  conversion  prior to the fifth
anniversary of the PRT Issue Date, any holder  converting its Series 1 Preferred
Stock shall deliver to the Corporation an undertaking to pay the amount, if any,
pursuant to the last sentence of subparagraph (f) of this Section 6.

(c) If the Corporation  shall be a party to any transaction  (including  without
limitation a merger, consolidation,  statutory share exchange, self tender offer
for  all  or  substantially  all  Series  2  Preferred  Stock,  sale  of  all or
substantially all of the Corporation's  assets or recapitalization of the Series
2  Preferred  Stock)  (each of the  foregoing  being  referred  to  herein  as a
"Transaction"),  in each  case as a result  of which  all or  substantially  all
Series  2  Preferred  Stock  is  converted  into the  right  to  receive  stock,
securities or other  property  (including  cash or any  combination  thereof) of
another Person,  each share of Series 1 Preferred Stock,  which is not converted
into a Series 2 Preferred Share prior to such  Transaction,  shall thereafter be
convertible  into the kind and amount of shares of stock,  securities  and other
property  (including  cash  or any  combination  thereof)  receivable  upon  the
consummation of such  Transaction by a holder of that number of shares of Series
2  Preferred  Stock  into  which  one  share of  Series 1  Preferred  Stock  was
convertible  immediately  prior to such  Transaction,  assuming  such  holder of
Series  2  Preferred  Stock  (i) is not a  Person  with  which  the  Corporation
consolidated  or into  which the  Corporation  merged or which  merged  into the
Corporation  or to which  such sale or  transfer  was  made,  as the case may be
("Constituent  Person"), or an affiliate of a Constituent Person and (ii) failed
to exercise his rights of  election,  if any, as to the kind or amount of stock,
securities and other property  (including cash) receivable upon such Transaction
(provided  that if the kind or amount of stock,  securities  and other  property
(including cash) receivable upon such Transaction is not the same for each share
of Series 2 Preferred Share held immediately  prior to such Transaction by other
than a Constituent  Person or an affiliate  thereof and in respect of which such
rights of election shall not have been exercised  ("Non-Electing  Share"),  then
for the purpose of this  paragraph (c) the kind and amount of stock,  securities
and other property  (including  cash)  receivable upon such  Transaction by each
Non-Electing  Share shall be deemed to be the kind and amount so receivable  per
share by a plurality of the Non-Electing Shares). The Corporation shall not be a
party to any  Transaction  unless the terms of such  Transaction  are consistent
with the  provisions of this paragraph (c), and it shall not consent or agree to
the  occurrence of any  Transaction  until the  Corporation  has entered into an
agreement with the successor or purchasing  entity,  as the case may be, for the
benefit  of the  holders  of the  Series 1  Preferred  Stock  that will  contain
provisions  enabling  the  holders of the Series 1  Preferred  Stock that remain
outstanding after such Transaction to convert into the consideration received by
holders  of  Series  2  Preferred  Stock  at  the  conversion  price  in  effect
immediately  prior to such  Transaction.  The  provisions of this  paragraph (c)
shall similarly apply to successive Transactions.

(d)  The  Corporation  covenants  that it will at all  times  reserve  and  keep
available,  free from preemptive  rights, out of the aggregate of its authorized
but unissued  shares of Series 2 Preferred  Stock,  for the purpose of effecting
conversion of the Series 1 Preferred  Stock, the full number of shares of Series
2 Preferred Stock  deliverable  upon the conversion of all outstanding  Series 1
Preferred Stock not theretofore converted.

     The  Corporation  covenants  that any  shares of Series 2  Preferred  Stock
issued upon  conversion of the Series 1 Preferred Stock shall be validly issued,
fully paid and non-assessable.

     Prior to the  delivery  of any  securities  that the  Corporation  shall be
obligated  to deliver  upon  conversion  of the Series 1  Preferred  Stock,  the
Corporation  shall  endeavor  to comply  with all  federal  and  state  laws and
regulations  thereunder  requiring the  registration of such securities with, or
any  approval  of or  consent  to the  delivery  thereof  by,  any  governmental
authority.

(e) The Corporation  will pay any and all documentary  stamp or similar issue or
transfer taxes payable in respect of the issue or delivery of Series 2 Preferred
Stock or other  securities  or property on  conversion of the Series 1 Preferred
Stock pursuant  hereto;  provided,  however,  that the Corporation  shall not be
required to pay any tax that may be payable in respect of any transfer  involved
in the issue or  delivery  of Series 2 Preferred  Stock or other  securities  or
property in a name other than that of the holder of the Series 1 Preferred Stock
to be  converted,  and no such issue or delivery  shall be made unless and until
the person  requesting  such issue or delivery has paid to the  Corporation  the
amount of any such tax or  established,  to the reasonable  satisfaction  of the
Corporation, that such tax has been paid.

(f) In the event that any holder of Series 1 Preferred  Stock shall exercise its
right to convert  such shares  into Series 2 Preferred  Stock prior to the fifth
anniversary of the PRT Issue Date, upon any such  conversion,  the holder of the
Series 1 Preferred Stock  surrendered for conversion shall pay an amount in cash
to the Corporation  equal to the amount obtained by multiplying (i) 0.0052 times
(ii) the quotient  obtained by dividing (A) the actual  number of days that will
elapse  beginning on and including the date on which the conversion is deemed to
have been effected and ending on and including the fifth  anniversary of the PRT
Issue  Date by (B) 365 times  (iii) the  difference  between  (X) the  aggregate
liquidation  preference (excluding accrued and unpaid dividends) of the Series 1
Preferred  Stock being  converted  and (Y) the  aggregate  amount of accrued and
unpaid dividends on the Series 1 Preferred Stock being converted  (provided that
the amount  determined  pursuant  to this  clause  (iii)  shall not be less than
zero).  In addition,  immediately  after the dividend  payment  record date next
following the conversion  date with respect to the Series 2 Preferred Stock into
which the Series 1  Preferred  Stock is  convertible  (or the Common  Stock into
which such Series 2 Preferred  Stock is  convertible,  whichever is applicable),
the holder of the  Series 1  Preferred  Stock  shall pay to the  Corporation  an
amount,  if any,  necessary  to ensure that the holder has received an aggregate
amount of $0.02708 per share being  converted less than the dividend  payable on
Common Stock for the dividend period during which the conversion was effected.

Section 7.  Shares to Be Retired.  All shares of Series 1 Preferred  Stock which
shall have been issued and reacquired in any manner by the Corporation  shall be
restored to the status of authorized but unissued  shares of Preferred  Stock of
the Corporation, without designation as to class or series.

     Section 8.  Ranking.  Any class or series of shares of capital stock of the
Corporation shall be deemed to rank:

(a) prior to the Series 1 Preferred Stock, as to the payment of dividends and as
to  distribution of assets upon  liquidation,  dissolution or winding up, if the
holders of such class or series shall be entitled to the receipt of dividends or
of amounts  distributable  upon  liquidation,  dissolution or winding up, as the
case may be, in  preference  or  priority  to the  holders of Series 1 Preferred
Stock;

(b) on a parity  with  the  Series  1  Preferred  Stock,  as to the  payment  of
dividends and as to  distribution  of assets upon  liquidation,  dissolution  or
winding  up,  whether  or not the  dividend  rates,  dividend  payment  dates or
liquidation prices per share thereof shall be different from those of the Series
1  Preferred  Stock,  if the  holders  of such  class or series and the Series 1
Preferred  Stock shall be entitled  to the receipt of  dividends  and of amounts
distributable upon liquidation, dissolution or winding up in proportion to their
respective  amounts of accrued  and unpaid  dividends  per share or  liquidation
preferences, without preference or priority one over the other ("Parity Stock");

(c) junior to the Series 1 Preferred Stock, as to the payment of dividends or as
to the  distribution of assets upon  liquidation,  dissolution or winding up, if
such class or series shall be Junior Stock; and

(d) junior to the Series 1 Preferred  Stock,  as to the payment of dividends and
as to the distribution of assets upon liquidation, dissolution or winding up, if
such class or series shall be Fully Junior Stock.

                  The Corporation's Series 2 Cumulative  Convertible  Redeemable
Preferred  Stock and the  Corporation's  8.125%  Series A Cumulative  Redeemable
Preferred Stock shall constitute Parity Stock.

Section 9.        Voting.

(a) Each issued and outstanding  share of Series 1 Preferred Stock shall entitle
the holder thereof to the number of votes per share of Common Stock into which a
share of Series 2 Preferred  Stock is convertible  upon conversion of a share of
Series 1  Preferred  Stock (as of the close of  business  on the record date for
determination  of  shareholders  entitled  to vote on a matter)  on all  matters
presented for a vote of shareholders of the Corporation  and, except as required
by applicable  law and subject to the further  provisions of this Section 9, the
Series 1 Preferred Stock shall be voted together with all issued and outstanding
Common Stock and Series 2 Preferred Stock voting as a single class.

(b) If and whenever twelve consecutive quarterly dividends payable on the Series
1  Preferred  Stock or any series or class of Parity  Stock  shall be in arrears
(which shall,  with respect to any such quarterly  dividend,  mean that any such
dividend  has not been paid in full),  whether  or not earned or  declared,  the
number of directors  then  constituting  the Board shall be increased by one and
the holders of Series 1 Preferred Stock,  together with the holders of shares of
every other series of Parity Stock,  including the Series 2 Preferred Stock (any
such other  series,  the "Voting  Preferred  Stock"),  voting as a single  class
regardless of series,  shall be entitled to elect,  at a special  meeting of the
holders of the Series 1 Preferred Stock and the Voting Preferred Stock called as
hereinafter  provided,  the additional director to serve on the Board.  Whenever
all  arrearages  in  dividends  on the Series 1  Preferred  Stock and the Voting
Preferred Stock then outstanding  shall have been paid and dividends thereon for
the current  quarterly  dividend period shall have been paid or declared and set
apart for payment, then the right of the holders of the Series 1 Preferred Stock
and the Voting  Preferred  Stock to elect such  additional  director shall cease
(but subject  always to the same provision for the vesting of such voting rights
in the case of any similar future arrearages in twelve quarterly dividends), and
the terms of office of the person  elected  as  director  by the  holders of the
Series  1  Preferred  Stock  and the  Voting  Preferred  Stock  shall  forthwith
terminate  and the number of members of the Board shall be reduced  accordingly.
At any time after such voting  power shall have been so vested in the holders of
Series 1 Preferred Stock and the Voting Preferred Stock (or if any vacancy shall
occur in respect of the director previously elected by the holders of the Series
1  Preferred  Stock  and the  Voting  Preferred  Stock),  the  secretary  of the
Corporation  shall  call a  special  meeting  of the  holders  of the  Series  1
Preferred  Stock  and of the  Voting  Preferred  Stock for the  election  of the
director  to be  elected  by them as  herein  provided,  such call to be made by
notice similar to that provided in the Bylaws of the  Corporation  for a special
meeting of the  shareholders  or as required by law. If any such special meeting
required  to be called as above  provided  shall not be called by the  secretary
within 30 days after the end of the most recent Dividend Period during which the
right to elect such additional director arose or such vacancy occurred, then any
holder of Series 1 Preferred Stock may call such meeting,  upon the notice above
provided,  and for that  purpose  shall have access to the stock  records of the
Corporation.  The director elected at any such special meeting shall hold office
until the next annual  meeting of the  shareholders  or special  meeting held in
lieu  thereof  if such  office  shall not have  previously  terminated  as above
provided.

(c) So long as any Series 1 Preferred Stock is  outstanding,  in addition to any
other vote or consent of  shareholders  required by law or by the  Charter,  the
affirmative  vote of at least 66 2/3% of the  votes  entitled  to be cast by the
holders of the Series 1  Preferred  Stock,  together  with the holders of Voting
Preferred Stock, at the time outstanding, acting as a single class regardless of
series,  given in person or by proxy,  either in writing without a meeting or by
vote at any meeting called for the purpose,  shall be necessary for effecting or
validating:

                           (i) Any amendment, alteration or repeal of any of the
         provisions  of  the  Charter  or  these   Articles  of  Amendment  that
         materially  and  adversely   affects  the  voting  powers,   rights  or
         preferences  of the  holders  of the  Series 1  Preferred  Stock or the
         Voting Preferred Stock;  provided,  however,  that the amendment of the
         provisions  of the Charter so as to  authorize or create or to increase
         the authorized  amount of any Fully Junior Stock,  Junior Stock that is
         not senior in any respect to the Series 1 Preferred Stock, or any stock
         of any class  ranking on a parity with the Series 1 Preferred  Stock or
         the Voting Preferred Stock shall not be deemed to materially  adversely
         affect the  voting  powers,  rights or  preferences  of the  holders of
         Series 1  Preferred  Stock;  and  provided,  further,  that if any such
         amendment,  alteration or repeal would  materially and adversely affect
         any voting  powers,  rights or  preferences  of the Series 1  Preferred
         Stock or another series of Voting  Preferred Stock that are not enjoyed
         by  some  or all of the  other  series  otherwise  entitled  to vote in
         accordance  herewith,  the affirmative  vote of at least 66 2/3% of the
         votes  entitled  to be  cast by the  holders  of all  series  similarly
         affected, similarly given, shall be required in lieu of the affirmative
         vote  of at  least  66  2/3% of the  votes  entitled  to be cast by the
         holders of the Series 1 Preferred Stock and the Voting  Preferred Stock
         otherwise entitled to vote in accordance herewith; or

                           (ii) A share  exchange  that  affects  the  Series  1
         Preferred Stock, a consolidation with or merger of the Corporation into
         another  Person,  or a  consolidation  with or merger of another Person
         into the  Corporation,  unless in each such case each share of Series 1
         Preferred  Stock (A) shall  remain  outstanding  without a material and
         adverse  change to its terms and rights or (B) shall be converted  into
         or exchanged for convertible  preferred  stock of the surviving  entity
         having  preferences,   conversion  or  other  rights,   voting  powers,
         restrictions,  limitations as to dividends, qualifications and terms or
         conditions of redemption thereof identical to that of a share of Series
         1  Preferred  Stock  (except  for changes  that do not  materially  and
         adversely affect the holders of the Series 1 Preferred Stock); or

                           (iii)  The  authorization  or  creation  of,  or  the
         increase  in the  authorized  amount of, any shares of any class or any
         security  convertible  into  shares of any class  ranking  prior to the
         Series  1  Preferred  Stock  in  the  distribution  of  assets  on  any
         liquidation,  dissolution  or winding up of the  Corporation  or in the
         payment of dividends.

(d)  For  purposes  of  voting  in  respect  to  those  matters  referred  to in
subparagraphs  (b) and (c) of this Section 9, unless  otherwise  provided  under
applicable  law, each share of Series 1 Preferred  Stock shall have one (1) vote
per share,  except that when any other series of Preferred  Stock shall have the
right to vote with the Series 1 Preferred Stock as a single class on any matter,
then the Series 1 Preferred  Stock and such other series shall have with respect
to such  matters  one (1) vote per  $20.8333 of stated  liquidation  preference.
Except as  otherwise  required by  applicable  law or as set forth  herein,  the
Series 1 Preferred Stock shall not have any relative, participating, optional or
other special  voting rights and powers other than as set forth herein,  and the
consent  of the  holders  thereof  shall not be  required  for the taking of any
corporate action.

Section 10. Record Holders.  The Corporation and the Transfer Agent may deem and
treat the record  holder of any shares of Series 1  Preferred  Stock as the true
and lawful owner thereof for all purposes,  and neither the  Corporation nor the
Transfer Agent shall be affected by any notice to the contrary.

     Section  11.  Sinking  Fund.  The  Series 1  Preferred  Stock  shall not be
entitled to the benefits of any retirement or sinking fund.

     THIRD:  The Series 1 Preferred  Stock has been classified and designated by
the Board of  Directors  under the  authority  contained  in Section  4.2 of the
Charter.

     FOURTH:  These  Articles of  Amendment  have been  approved by the Board of
Directors in the manner and by the vote required by law.

         FIFTH: The undersigned President of the Corporation  acknowledges these
Articles of Amendment to be the corporate act of the Corporation  and, as to all
matters or facts required to be verified under oath, the  undersigned  President
acknowledges  that to the best of her knowledge,  information and belief,  these
matters and facts are true in all material  respects and that this  statement is
made under the penalties for perjury.



                                                  [Signature Page Follows]




<PAGE>


                  IN WITNESS WHEREOF,  the Corporation has caused these Articles
of  Amendment  to be  executed  under  seal in its name and on its behalf by its
President and attested to by its Secretary on this 26th day of February, 1999.



                                                  REGENCY REALTY CORPORATION


                                           By:          /s/ Mary Lou Rogers
                                                    Name:    Mary Lou Rogers
                                                   Title:   President

[SEAL]


ATTEST:



         /s/ J. Christian Leavitt
Name:    J. Christian Leavitt
Title:   Secretary



<PAGE>



                                                          EXHIBIT "B'


              ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF

                           REGENCY REALTY CORPORATION

                     DESIGNATING THE PREFERENCES, RIGHTS AND

                       LIMITATIONS OF 1,502,532 SHARES OF

              SERIES 2 CUMULATIVE CONVERTIBLE REDEEMABLE PREFERRED STOCK
                                 $0.01 Par Value

                  Pursuant  to  Section   607.0602   of  the  Florida   Business
Corporation Act ("FBCA"), Regency Realty Corporation, a Florida corporation (the
"Corporation"), does hereby certify that:

         FIRST:  Pursuant  to the  authority  expressly  vested  in the Board of
Directors  of  the  Corporation  by  Section  4.2 of the  Restated  Articles  of
Incorporation  of the  Corporation,  as  amended  (the  "Charter")  and  Section
607.0602 of the FBCA, the Board of Directors of the Corporation,  by resolutions
duly  adopted on  September  23,  1998 has  classified  1,502,532  shares of the
authorized but unissued  Preferred Stock par value $.01 per share (the "Series 2
Preferred  Stock")  as a  separate  class of  Preferred  Stock,  authorized  the
issuance  of a maximum of  1,502,532  shares of such class of Series 2 Preferred
Stock,  set certain of the  preferences,  conversion  and other  rights,  voting
powers,  restrictions,  limitations as to dividends,  qualifications,  terms and
conditions of redemption  and other terms and conditions of such class of Series
2 Preferred Stock.  Shareholder approval was not required under the Charter with
respect to such designation.

         SECOND:  The  class of  Series  2  Preferred  Stock of the  Corporation
created  by the  resolutions  duly  adopted  by the  Board of  Directors  of the
Corporation shall have the following designation, number of shares, preferences,
conversion and other rights,  voting powers,  restrictions  and limitation as to
dividends,  qualifications,  terms and  conditions of redemption and other terms
and conditions:

Section 1.  Number of Shares and  Designation.  The number of shares of Series 2
Preferred  Stock  which  shall  constitute  such  series  shall not be more than
1,502,532 shares,  par value $0.01 per share, which number may be decreased (but
not below the  number  thereof  then  outstanding  plus the number  required  to
fulfill  the  Corporation's  obligations  under  certain  agreements,   options,
warrants or similar rights issued by the  Corporation)  from time to time by the
Board of Directors of the Corporation.  Except as otherwise  specifically stated
herein,  the Series 2 Preferred  Stock shall have the same rights and privileges
as Common Stock under Florida law.

     Section 2.  Definitions.  For purposes of the Series 2 Preferred Stock, the
following terms shall have the meanings indicated:

                  "Board"  shall mean the Board of Directors of the  Corporation
or any  committee  authorized  by such Board of  Directors to perform any of its
responsibilities with respect to the Series 2 Preferred Stock.

                  "Business  Day"  shall  mean any day  other  than a  Saturday,
Sunday or a day on which state or federally  chartered  banking  institutions in
New York City, New York are not required to be open.

                  "Call  Date"  shall mean the date  specified  in the notice to
holders required under subparagraph (d) of Section 5 as the Call Date.

     "Common Stock" shall mean the common capital stock of the Corporation,  par
value $0.01 per share.

                  "Constituent  Person"  shall  have the  meaning  set  forth in
paragraph (e) of Section 6 hereof.

                  "Conversion  Price" shall mean the conversion  price per share
of Common Stock for which the Series 2 Preferred Stock is  convertible,  as such
Conversion Price may be adjusted  pursuant to Section 6. The initial  conversion
price shall be $20.8333  (equivalent  to a  conversion  rate of one (1) share of
Common Stock for each share of Series 2 Preferred Stock).

                  "Current  Market Price" of publicly traded Common Stock or any
other class of capital stock or other  security of the  Corporation or any other
issuer for any day shall mean the last reported sales price on such day, regular
way, or, if no sale takes place on such day, the average of the reported closing
bid and asked prices on such day, regular way, in either case as reported on the
New York Stock Exchange  ("NYSE") or, if such security is not listed or admitted
for trading on the NYSE, on the principal national  securities exchange on which
such  security is listed or  admitted  for trading or, if not listed or admitted
for trading on any national securities  exchange,  on the National Market System
of the National  Association of Securities  Dealers,  Inc. Automated  Quotations
System  ("NASDAQ")  or, if such security is not quoted on such  National  Market
System,  the  average  of the  closing  bid and asked  prices on such day in the
over-the-counter  market as reported  by NASDAQ or, if bid and asked  prices for
such  security  on such day shall  not have been  reported  through  NASDAQ,  as
reported by the National Quotation Bureau, Incorporated, or, if not so reported,
the average of the closing bid and asked  prices as  furnished  by any member of
the National Association of Securities Dealers,  Inc. selected from time to time
by the  Corporation for such purpose,  or, if no such prices are furnished,  the
fair market value of the security as determined in good faith by the Board.

                  "Dividend  Payment  Date" shall mean the last  calendar day of
March, June, September and December, in each year, commencing on March 31, 1999;
provided, however, that if any Dividend Payment Date falls on any day other than
a Business Day, the dividend  payment due on such Dividend Payment Date shall be
paid on the Business Day immediately following such Dividend Payment Date.

                  "Dividend  Periods"  shall  mean  quarterly  dividend  periods
commencing  on April 1, July 1,  October 1 and January 1 of each year and ending
on and including the day preceding the first day of the next succeeding Dividend
Period  (other than the initial  Dividend  Period,  which shall  commence on the
Issue Date).

                  "Fully Junior Stock" shall mean any class or series of capital
stock of the Corporation now or hereafter  issued and outstanding over which the
Series 2 Preferred  Stock has  preference or priority in both (i) the payment of
dividends and (ii) the distribution of assets on any liquidation, dissolution or
winding up of the Corporation.

                  "Funds  from  Operations  per  Share"  shall  mean the  amount
determined   by  dividing  (a)  the  net  income  of  the   Corporation   before
extraordinary items (determined in accordance with generally accepted accounting
principles)  as reported by the  Corporation in its year-end  audited  financial
statements,  minus  gains  (or  losses)  from  debt  restructuring  and sales of
property,  plus real property  depreciation and amortization and amortization of
capitalized  leasing  expenses and tenant  allowances  or  improvements  (to the
extent such allowances or improvements are capital items), and after adjustments
for unconsolidated partnerships,  corporations and joint ventures (such items of
depreciation  and  amortization  and  such  gains,  losses  and  adjustments  as
determined in accordance with generally  accepted  accounting  principles and as
reported by the Corporation in its year-end audited financial statements) by (b)
the  weighted  average  number  of shares  of  common  stock of the  Corporation
outstanding  as reported by the  Corporation in its year-end  audited  financial
statements. Adjustments for unconsolidated partnerships,  corporations and joint
ventures  shall be calculated to reflect Funds from  Operations per Share on the
same basis. If the Corporation  shall after the Issue Date (A) pay a dividend or
make a  distribution  in  shares of common  stock on its  outstanding  shares of
common  stock,  (B)  subdivide  its  outstanding  shares of common  stock into a
greater  number of shares,  (C)  combine  its  outstanding  Common  Stock into a
smaller   number  of  shares  or  (D)  issue  any  shares  of  common  stock  by
reclassification  of its  outstanding  shares of common  stock,  the Funds  from
Operations  per Share  shall be  appropriately  adjusted  to give effect to such
events.

                  "Issue  Date"  shall mean the first date on which the Series 2
Preferred Stock is issued.

                  "Junior Stock" shall mean the Common Stock and any other class
or series of  capital  stock of the  Corporation  now or  hereafter  issued  and
outstanding  over which the Series 2 Preferred  Stock has preference or priority
in the payment of dividends or in the distribution of assets on any liquidation,
dissolution or winding up of the Corporation.

                  "Minimum Amount" shall mean the greater of (A) $0.2083 and (B)
65% of the highest  amount of Funds from  Operations per Share for any preceding
fiscal year, beginning with the fiscal year ending December 31, 1996, divided by
four.

                  "Non-Electing  Share"  shall  have the  meaning  set  forth in
paragraph (e) of Section 6 hereof.

                  "Parity  Stock"  shall have the meaning set forth in paragraph
(b) of Section 8.

                  "Person"  shall  mean  any  individual,   firm,   partnership,
corporation,  or trust or other  entity,  and shall  include any  successor  (by
merger or otherwise) of such entity.

     "Securities"  and "Security" shall have the meanings set forth in paragraph
(d)(iv) of Section 6 hereof.

                  "Series 1 Preferred  Stock" shall mean the Series 1 Cumulative
Convertible  Redeemable Preferred Stock of the Corporation,  par value $0.01 per
share.

                  "Series 2 Preferred Stock" shall have the meaning set forth in
Article FIRST hereof.

                  "set apart for  payment"  shall be deemed to include,  without
any action other than the  following,  the recording by the  Corporation  in its
accounting  ledgers of any  accounting  or  bookkeeping  entry which  indicates,
pursuant to a declaration of dividends or other  distribution by the Board,  the
allocation of funds to be so paid on any series or class of capital stock of the
Corporation;  provided,  however,  that if any  funds for any class or series of
Junior  Stock,  Fully  Junior  Stock or any class or series of shares of capital
stock ranking on a parity with the Series 2 Preferred Stock as to the payment of
dividends are placed in a separate  account of the Corporation or delivered to a
disbursing,  paying or other  similar  agent,  then "set apart for payment" with
respect to the Series 2  Preferred  Stock  shall  mean  placing  such funds in a
separate  account  or  delivering  such funds to a  disbursing,  paying or other
similar agent.

                  "Transaction"  shall have the meaning  set forth in  paragraph
(e) of Section 6 hereof.

                  "Transfer  Agent" means  initially the  Corporation  and shall
include such other agent or agents of the  Corporation  as may be  designated by
the Board or their  designee  as the  transfer  agent for the Series 2 Preferred
Stock.

                  "Voting  Preferred  Stock" shall have the meaning set forth in
Section 9 hereof.

Section 3.        Dividends.

(a) The holders of Series 2 Preferred Stock shall be entitled to receive,  when,
as and if declared by the Board out of funds legally available for that purpose,
quarterly  dividends payable in cash in an amount per share equal to the greater
of (i) the Minimum Amount or (ii) an amount equal to the dividend (determined on
each Dividend Payment Date) on a share of Common Stock, or portion thereof, into
which a share of Series 2 Preferred Stock is convertible. For purposes of clause
(ii) of the preceding sentence,  such dividends shall equal the number of shares
of Common Stock,  or portion  thereof,  into which a share of Series 2 Preferred
Stock is convertible,  multiplied by the most current quarterly dividend paid or
payable on a share of Common Stock on or before the applicable  Dividend Payment
Date.  Dividends on the Series 2 Preferred Stock shall begin to accrue and shall
be fully cumulative from the Issue Date,  whether or not for any Dividend Period
or Periods  there shall be funds of the  Corporation  legally  available for the
payment of such  dividends,  and shall be  payable  quarterly,  when,  as and if
declared by the Board, in arrears on Dividend  Payment Dates,  commencing on the
first Dividend  Payment Date after the Issue Date.  Accrued and unpaid dividends
on shares of Series 2  Preferred  Stock  shall  include  any  accrued and unpaid
dividends on the Series B Cumulative  Convertible Redeemable Preferred Shares of
Beneficial  Interest of Pacific Retail Trust which are exchanged by operation of
law into such  shares of Series 2  Preferred  Stock  pursuant  to the  merger of
Pacific  Retail  Trust  into the  Corporation.  Each  dividend  on the  Series 2
Preferred  Stock shall be payable to the holders of record of Series 2 Preferred
Stock,  as they appear on the stock records of the  Corporation  at the close of
business on such record dates as shall be fixed by the Board. Accrued and unpaid
dividends for any past Dividend Periods may be declared and paid at any time and
for such interim  periods,  without  reference to any regular  Dividend  Payment
Date, to holders of record on such date as may be fixed by the Board.

(b) The amount of dividends  payable for any dividend  period  shorter or longer
than a full Dividend  Period,  on the Series 2 Preferred Stock shall be computed
on the basis of twelve  30-day  months and a 360-day  year.  Holders of Series 2
Preferred Stock shall not be entitled to any dividends, whether payable in cash,
property or stock, in excess of current and cumulative but unpaid dividends,  as
herein provided,  on the Series 2 Preferred Stock. No interest,  or sum of money
in lieu of  interest,  shall be payable in  respect of any  dividend  payment or
payments on the Series 2 Preferred Stock that may be in arrears.

(c) So long as any Series 2 Preferred Stock is outstanding, no dividends, except
as described in the immediately following sentence, shall be declared or paid or
set apart for  payment  on any  class or series of Parity  Stock for any  period
unless full cumulative dividends have been or contemporaneously are declared and
paid or declared and a sum sufficient for the payment thereof set apart for such
payment on the Series 2 Preferred Stock for all Dividend Periods  terminating on
or prior to the Dividend  Payment Date on such class or series of Parity  Stock.
When  dividends are not paid in full or a sum sufficient for such payment is not
set apart,  as aforesaid,  all dividends  declared upon Series 2 Preferred Stock
and all dividends  declared upon any other class or series of Parity Stock shall
be  declared  ratably in  proportion  to the  respective  amounts  of  dividends
accumulated  and  unpaid on the Series 2  Preferred  Stock and  accumulated  and
unpaid on such Parity Stock.

(d) So long as any Series 2 Preferred Stock is outstanding,  no dividends (other
than dividends or distributions  paid solely in shares of, or options,  warrants
or rights to subscribe  for or purchase  shares of, Fully Junior Stock) shall be
declared or paid or set apart for payment or other distribution declared or made
upon  Junior  Stock,  nor shall  any  Junior  Stock be  redeemed,  purchased  or
otherwise  acquired (other than a redemption,  purchase or other  acquisition of
Common Stock made for  purposes of an employee  incentive or benefit plan of the
Corporation or any subsidiary) for any  consideration  (or any moneys be paid to
or made  available  for a sinking fund for the  redemption  of any shares of any
such stock) by the  Corporation,  directly or  indirectly  (except by conversion
into or  exchange  for  Fully  Junior  Stock),  unless in each case (i) the full
cumulative  dividends on all outstanding  Series 2 Preferred Stock and any other
Parity Stock of the  Corporation  shall have been paid or declared and set apart
for payment for all past Dividend Periods with respect to the Series 2 Preferred
Stock and all past  dividend  periods with respect to such Parity Stock and (ii)
sufficient  funds shall have been paid or declared and set apart for the payment
of the  dividend  for the current  Dividend  Period with respect to the Series 2
Preferred  Stock and the current  dividend  period  with  respect to such Parity
Stock.

Section 4.        Liquidation Preference.

(a)  In  the  event  of  any  liquidation,  dissolution  or  winding  up of  the
Corporation,   whether   voluntary  or   involuntary,   before  any  payment  or
distribution of the assets of the Corporation (whether capital or surplus) shall
be made to or set apart for  payment  to the  holders  of Junior  Stock or Fully
Junior Stock,  the holders of the Series 2 Preferred  Stock shall be entitled to
receive  $20.8333 per share of Series 2 Preferred  Stock plus an amount equal to
all dividends  declared but unpaid thereon to the date of final  distribution to
such holders; but such holders shall not be entitled to any further payment. If,
upon any liquidation,  dissolution or winding up of the Corporation,  the assets
of the Corporation, or proceeds thereof,  distributable among the holders of the
Series 2 Preferred Stock shall be  insufficient to pay in full the  preferential
amount  aforesaid and  liquidating  payments on any other shares of any class or
series of Parity  Stock,  then such assets,  or the proceeds  thereof,  shall be
distributed  among the  holders of Series 2  Preferred  Stock and any such other
Parity Stock ratably in  accordance  with the  respective  amounts that would be
payable on such Series 2 Preferred  Stock and any such other Parity Stock if all
amounts  payable  thereon were paid in full. For the purposes of this Section 4,
(i) a consolidation or merger of the Corporation with one or more Persons,  (ii)
a sale or transfer of all or substantially  all of the  Corporation's  assets or
(iii) a  statutory  share  exchange  shall not be  deemed  to be a  liquidation,
dissolution or winding up, voluntary or involuntary, of the Corporation.

(b)  Subject  to the  rights of the  holders of shares of any series or class or
classes of shares of  capital  stock  ranking  on a parity  with or prior to the
Series 2 Preferred Stock upon  liquidation,  dissolution or winding up, upon any
liquidation,  dissolution or winding up of the Corporation,  after payment shall
have  been made in full to the  holders  of the  Series 2  Preferred  Stock,  as
provided in this Section 4, any other series or class or classes of Junior Stock
or Fully Junior Stock shall,  subject to the respective terms and provisions (if
any) applying thereto, be entitled to receive any and all assets remaining to be
paid or  distributed,  and the holders of the Series 2 Preferred Stock shall not
be entitled to share therein.

Section 5.        Redemption at the Option of the Corporation.

(a) The Series 2 Preferred  Stock  shall not be  redeemable  by the  Corporation
prior to October 20, 2010. On and after October 20, 2010,  the  Corporation,  at
its  option,  may redeem the Series 2 Preferred  Stock,  in whole at any time or
from time to time in part,  at the  option of the  Corporation  at a  redemption
price of  $20.8333  per  share of Series 2  Preferred  Stock,  plus the  amounts
indicated in Section 5(b).

(b) Upon any redemption of Series 2 Preferred  Stock pursuant to this Section 5,
the  Corporation  shall pay in full any and all  accrued  and  unpaid  dividends
(without  interest or sum of money in lieu of interest) for any and all Dividend
Periods  ending on or prior to the Call  Date.  If the Call Date  falls  after a
dividend  payment record date and prior to the  corresponding  Dividend  Payment
Date,  then each holder of Series 2 Preferred  Stock at the close of business on
such dividend  payment record date shall be entitled to the dividend  payable on
such shares on the  corresponding  dividend  payment  date  notwithstanding  the
redemption of such shares before such Dividend Payment Date.

(c) If full  cumulative  dividends on the Series 2 Preferred Stock and any other
class or  series  of  Parity  Stock  of the  Corporation  have not been  paid or
declared  and set apart for  payment,  the Series 2  Preferred  Stock may not be
redeemed  under this Section 5 in part and the  Corporation  may not purchase or
acquire  shares  of Series 2  Preferred  Stock,  otherwise  than  pursuant  to a
voluntary  purchase or  exchange  offer made on the same terms to all holders of
Series 2 Preferred Stock.

(d) Notice of the redemption of any Series 2 Preferred  Stock under this Section
5 shall be  mailed  by  first-class  mail to each  holder  of record of Series 2
Preferred  Stock to be  redeemed  at the address of each such holder as shown on
the  Corporation's  record,  not less than 30 nor more than 90 days prior to the
Call Date.  Neither  the failure to mail any notice  required by this  paragraph
(d), nor any defect therein or in the mailing thereof, to any particular holder,
shall affect the  sufficiency  of the notice or the validity of the  proceedings
for redemption with respect to the other holders. Any notice which was mailed in
the manner  herein  provided  shall be  conclusively  presumed to have been duly
given on the date mailed  whether or not the holder  receives  the notice.  Each
such mailed  notice  shall state,  as  appropriate:  (1) the Call Date;  (2) the
number of shares of Series 2 Preferred  Stock to be redeemed  and, if fewer than
all the shares held by such holder are to be redeemed, the number of such shares
to be redeemed from such holder;  (3) the place or places at which  certificates
for such shares are to be  surrendered;  and (4) that dividends on the shares to
be redeemed shall cease to accrue on such Call Date except as otherwise provided
herein.  Notice  having been mailed as  aforesaid,  from and after the Call Date
(unless the Corporation shall fail to make available an amount of cash necessary
to effect such redemption),  (i) except as otherwise provided herein,  dividends
on the Series 2 Preferred Stock so called for redemption  shall cease to accrue,
(ii) said  shares  shall no longer  be  deemed to be  outstanding  and (iii) all
rights of the  holders  thereof as holders  of Series 2  Preferred  Stock of the
Corporation  shall  cease  (except  the  rights to convert  and to receive  cash
payable upon such  redemption,  without  interest  thereon,  upon  surrender and
endorsement  of their  certificates  if so required and to receive any dividends
payable  thereon).  The  Corporation's  obligation to provide cash in accordance
with the preceding  sentence shall be deemed fulfilled if, on or before the Call
Date, the  Corporation  shall deposit with a bank or trust company (which may be
an affiliate of the Corporation) that has an office in the Borough of Manhattan,
City of New York,  and that has, or is an affiliate  of a bank or trust  company
that has, capital and surplus of at least $50,000,000, sufficient cash necessary
for such redemption,  in trust, with irrevocable  instructions that such cash be
applied  to the  redemption  of the  Series  2  Preferred  Stock so  called  for
redemption.  No interest shall accrue for the benefit of the holders of Series 2
Preferred  Stock to be  redeemed  on any cash so set  aside by the  Corporation.
Subject to applicable  escheat laws and other unclaimed  property laws, any such
cash  unclaimed  at the end of two years from the Call Date shall  revert to the
general  funds of the  Corporation,  after which  reversion  the holders of such
shares so called  for  redemption  shall look only to the  general  funds of the
Corporation for the payment of such cash. Notwithstanding the above, at any time
after such  redemption  notice is received and on or prior to the Call Date, any
holder may exercise its conversion rights under Section 6 below.

                  As promptly as  practicable  after the surrender in accordance
with said notice of the certificates  for any such shares so redeemed  (properly
endorsed or assigned for transfer,  if the  Corporation  shall so require and if
the  notice  shall  so  state),  such  shares  shall be  exchanged  for any cash
(including  accumulated and unpaid dividends but without  interest  thereon) for
which such shares have been redeemed.  If fewer than all the outstanding  shares
of Series 2 Preferred  Stock are to be redeemed,  shares to be redeemed shall be
selected  by the  Corporation  from  outstanding  Series 2  Preferred  Stock not
previously  called for redemption by lot or pro rata (as nearly as may be) or by
any other method  determined  by the  Corporation  in its sole  discretion to be
equitable.  If fewer than all shares of the Series 2 Preferred Stock represented
by  any  certificate  are  redeemed,  then  new  certificates  representing  the
unredeemed shares shall be issued without cost to the holder thereof.

     Section 6.  Conversion.  Holders of Series 2 Preferred Stock shall have the
right,  at any time and from time to time,  to convert  all or a portion of such
shares into Common Stock, as follows:

(a) Subject to and upon  compliance  with the  provisions  of this  Section 6, a
holder of Series 2  Preferred  Stock  shall  have the  right,  at such  holder's
option,  at any time to convert each share of Series 2 Preferred  Stock into the
number of fully  paid and  non-assessable  shares of Common  Stock  obtained  by
dividing the aggregate  liquidation  preference of such shares by the Conversion
Price  (as in  effect  at the  time  and on the  date  provided  for in the last
paragraph of paragraph (b) of this Section 6) by surrendering  such shares to be
converted,  such surrender to be made in the manner provided in paragraph (b) of
this Section 6.

(b) In order to exercise the conversion right, each holder of shares of Series 2
Preferred Stock to be converted  shall  surrender the  certificate  representing
such shares,  duly endorsed or assigned to the  Corporation or in blank,  at the
office of the Transfer  Agent,  accompanied by written notice to the Corporation
that the holder thereof elects to convert such Series 2 Preferred Stock.  Unless
the shares  issuable on conversion are to be issued in the same name as the name
in which such Series 2 Preferred Stock is registered, each share surrendered for
conversion shall be accompanied by instruments of transfer, in form satisfactory
to the Corporation, duly executed by the holder or such holder's duly authorized
attorney  and an  amount  sufficient  to pay any  transfer  or  similar  tax (or
evidence  reasonably  satisfactory  to the Corporation  demonstrating  that such
taxes have been paid).

                  Holders of Series 2  Preferred  Stock at the close of business
on a dividend  payment  record date shall be  entitled  to receive the  dividend
payable   on  such   shares  on  the   corresponding   dividend   payment   date
notwithstanding  the conversion  thereof  following such dividend payment record
date and on or prior to such  dividend  payment date. In no event shall a holder
of Series 2 Preferred Stock be entitled to receive a dividend  payment on Common
Stock issued or issuable  upon  conversion  of Series 2 Preferred  Stock if such
holder is  entitled  to receive a dividend  in respect of the Series 2 Preferred
Stock  surrendered  for  conversion.  The  Corporation  shall make no payment or
allowance for unpaid dividends,  whether or not in arrears,  on converted shares
or for dividends on the Common Stock issued upon such conversion.

                  As promptly as practicable after the surrender of certificates
for Series 2 Preferred Stock as aforesaid, the Corporation shall issue and shall
deliver  at such  office to such  holder,  or such  holder's  written  order,  a
certificate  or  certificates  for the  number of full  shares  of Common  Stock
issuable upon the  conversion of such shares in  accordance  with  provisions of
this  Section  6, and any  fractional  interest  in respect of a share of Common
Stock arising upon such conversion shall be settled as provided in paragraph (c)
of this Section 6.

                  Each  conversion   shall  be  deemed  to  have  been  effected
immediately prior to the close of business on the date on which the certificates
for  Series 2  Preferred  Stock  shall  have been  surrendered  and such  notice
received by the  Corporation  as  aforesaid,  and the person or persons in whose
name or names any certificate or certificates for Common Stock shall be issuable
upon such  conversion  shall be deemed to have  become  the holder or holders of
record  of the  shares  represented  thereby  at such time on such date and such
conversion  shall be at the Conversion Price in effect at such time on such date
unless the stock transfer books of the Corporation shall be closed on that date,
in which event such person or persons shall be deemed to have become such holder
or  holders of record at the close of  business  on the next  succeeding  day on
which such stock transfer books are open,  but such  conversion  shall be at the
Conversion  Price in effect on the date on which  such  shares  shall  have been
surrendered and such notice received by the Corporation.

(c) No fractional  shares or scrip  representing  fractions of a share of Common
Stock shall be issued upon conversion of the Series 2 Preferred  Stock.  Instead
of any  fractional  interest in a share of Common Stock that would  otherwise be
deliverable  upon the  conversion  of a share of Series 2 Preferred  Stock,  the
Corporation  shall pay to the  holder of such share an amount in cash based upon
the  Current  Market  Price of  Common  Stock on the  Business  Day  immediately
preceding the date of  conversion.  If more than one share shall be  surrendered
for  conversion  at one time by the same  holder,  the number of full  shares of
Common Stock issuable upon conversion  thereof shall be computed on the basis of
the aggregate number of Series 2 Preferred Stock so surrendered.

(d)      The Conversion Price shall be adjusted from time to time as follows:

                  (i) If the  Corporation  shall  after the Issue Date (A) pay a
         dividend or make a distribution in shares of Common Stock on its Common
         Stock,  (B)  subdivide  its  outstanding  shares of Common Stock into a
         greater number of shares,  (C) combine its outstanding shares of Common
         Stock into a smaller number of shares or (D) issue any shares of Common
         Stock by  reclassification of its Common Stock, the Conversion Price in
         effect at the opening of business on the day  following  the date fixed
         for the determination of shareholders entitled to receive such dividend
         or  distribution or at the opening of business on the Business Day next
         following   the  day  on  which  such   subdivision,   combination   or
         reclassification  becomes  effective,  as the  case  may be,  shall  be
         adjusted so that the holder of any shares of Series 2  Preferred  Stock
         thereafter  surrendered for conversion shall be entitled to receive the
         number of shares of Common  Stock that such holder  would have owned or
         have been  entitled to receive after the happening of any of the events
         described  above as if such shares of Series 2 Preferred Stock had been
         converted  immediately  prior  to the  record  date  in the  case  of a
         dividend  or  distribution  or the  effective  date  in the  case  of a
         subdivision,  combination  or  reclassification.   An  adjustment  made
         pursuant to this  subparagraph (i) shall become  effective  immediately
         after the opening of business on the  Business Day next  following  the
         record date (except as provided in paragraph  (g) below) in the case of
         a dividend or distribution and shall become effective immediately after
         the  opening  of  business  on the  Business  Day  next  following  the
         effective   date  in  the  case  of  a   subdivision,   combination  or
         reclassification.

                  (ii) If the  Corporation  shall  issue  after the  Issue  Date
         rights,  options or warrants to subscribe for or purchase Common Stock,
         or to subscribe  for or purchase any security  convertible  into Common
         Stock,  and the price per share for which Common Stock is issuable upon
         exercise of such rights, options or warrants, or upon the conversion or
         exchange of such convertible securities, is less than the lesser of the
         Conversion  Price then in effect and the Current Market Price per share
         of Common  Stock on the date  such  rights,  options  or  warrants  are
         issued,  then the Conversion Price in effect at the opening of business
         on the Business Day next following such issue date shall be adjusted to
         equal the price  determined by multiplying (A) the Conversion  Price in
         effect  immediately  prior to the  opening of  business on the date for
         such  issuance by (B) a fraction,  the  numerator of which shall be the
         sum of (I) the number of shares of Common Stock outstanding immediately
         prior to such issuance and (II) the number of shares that the aggregate
         proceeds to the Corporation  from the exercise of such rights,  options
         or  warrants  for Common  Stock,  or in the case of rights to  purchase
         convertible  securities,  the  aggregate  proceeds from the exercise of
         such rights,  options or warrants and the subsequent conversion of such
         convertible  securities,  would  purchase at such  Conversion  Price or
         Current Market Price, as applicable, and the denominator of which shall
         be the sum of (A) the  number of shares  of  Common  Stock  outstanding
         immediately  prior to such  issuance  and (B) the number of  additional
         shares of Common Stock offered for subscription or purchase pursuant to
         such  rights,  options  or  warrants.   Such  adjustment  shall  become
         effective  immediately  after the  opening of  business on the day next
         following  such issue date (except as provided in paragraph (g) below).
         In  determining  whether  any rights,  options or warrants  entitle the
         holders of Common  Stock to subscribe  for or purchase  Common Stock or
         any security  convertible into or exchangeable for Common Stock at less
         than such  Conversion  Price or Current  Market Price,  as  applicable,
         there  shall be taken into  account any  consideration  received by the
         Corporation upon issuance and upon exercise of such rights,  options or
         warrants,  and in the case of rights,  options or warrants to subscribe
         for or purchase convertible securities,  upon the subsequent conversion
         of such  securities,  the value of such  consideration,  if other  than
         cash, to be  determined  in good faith by the Board.  In the event that
         the securities  referenced in this subparagraph (ii) are only issued to
         all  holders  of  Common  Stock,  no  adjustment  shall  be made to the
         Conversion Price under this  subparagraph (ii) if the Corporation shall
         issue to all  holders of Series 2 Preferred  Stock,  the same number of
         rights,  options or warrants to subscribe for or purchase  Common Stock
         or any security  convertible  into or exchangeable for Common Stock, as
         those  issued to  holders  of Common  Stock,  based  upon the number of
         shares of Common  Stock into  which  each  share of Series 2  Preferred
         Stock is then convertible.

                  (iii) If the Corporation  shall issue after the Issue Date any
         shares of capital stock or security  convertible  or  exchangeable  for
         Common  Stock  (excluding  rights,  options or warrants  referred to in
         subparagraph (ii) above) and the price per share for which Common Stock
         is issuable  upon the  conversion  or exchange of such  convertible  or
         exchangeable securities is less than the lesser of the Conversion Price
         then in effect and the Current  Market  Price per share of Common Stock
         on the date such  convertible  or  exchangeable  securities are issued,
         then the  Conversion  Price in effect at the opening of business on the
         Business Day next  following such issue date shall be adjusted to equal
         the price  determined by multiplying (A) the Conversion Price in effect
         immediately  prior to the opening of business on the  Business Day next
         following  the issue date by (B) a  fraction,  the  numerator  of which
         shall  be the  sum  of  (I)  the  number  of  shares  of  Common  Stock
         outstanding  on the close of business on the Business  Day  immediately
         preceding  the issue date and (II) the number of shares of Common Stock
         that the aggregate proceeds to the Corporation from the conversion into
         or in exchange for Common Stock would purchase at such Conversion Price
         or Current Market Price,  as applicable,  and the  denominator of which
         shall  be the  sum  of  (A)  the  number  of  shares  of  Common  Stock
         outstanding  on the close of business on the Business  Day  immediately
         preceding  the issue  date and (B) the number of  additional  shares of
         Common Stock issuable upon  conversion or exchange of such  convertible
         or  exchangeable  securities.  Such adjustment  shall become  effective
         immediately  after the opening of  business  on the day next  following
         such issue  date  (except as  provided  in  paragraph  (g)  below).  In
         determining  whether any securities are convertible for or exchangeable
         into Common Stock at less than such Conversion  Price or Current Market
         Price,   as   applicable,   there  shall  be  taken  into  account  any
         consideration  received  by the  Corporation  upon  issuance  and  upon
         conversion or exchange of such convertible or exchangeable  securities,
         the value of such  consideration,  if other than cash, to be determined
         in good faith by the Board.

                  (iv) If the Corporation shall distribute to all holders of its
         Common Stock any shares of capital stock of the Corporation (other than
         Common Stock) or evidence of its indebtedness or assets (excluding cash
         dividends or distributions) or rights, options or warrants to subscribe
         for or purchase any of its securities (excluding those rights,  options
         and warrants referred to in subparagraph (ii) above and excluding those
         convertible  or  exchangeable  securities  referred to in  subparagraph
         (iii)  above  (any  of  the  foregoing   being   hereinafter   in  this
         subparagraph (iv) collectively called the "Securities" and individually
         a  "Security"),  then in each such case the  Conversion  Price shall be
         adjusted so that it shall equal the price determined by multiplying (A)
         the  Conversion  Price in  effect  immediately  prior  to the  close of
         business  on the  date  fixed  for the  determination  of  shareholders
         entitled to receive such distribution by (B) a fraction,  the numerator
         of which shall be the lesser of the Conversion Price then in effect and
         the Current  Market  Price per share of Common Stock on the record date
         mentioned  below less the then fair market value (as determined in good
         faith by the Board) of the  portion  of the shares of capital  stock or
         assets or evidences of  indebtedness  so distributed or of such rights,
         options or warrants  applicable to one share of Common  Stock,  and the
         denominator of which shall be the lesser of the  Conversion  Price then
         in effect and the Current Market Price per share of Common Stock on the
         record date mentioned  below.  Such adjustment  shall become  effective
         immediately  at the  opening  of  business  on the  Business  Day  next
         following  (except as provided in paragraph  (g) below) the record date
         for  the  determination  of  shareholders   entitled  to  receive  such
         distribution. For the purposes of this clause (iv), the distribution of
         a Security,  which is distributed not only to the holders of the Common
         Stock on the date fixed for the determination of shareholders  entitled
         to such  distribution  of such Security,  but also is distributed  with
         each share of Common Stock  delivered to a Person  converting  Series 2
         Preferred  Stock after such  determination  date,  shall not require an
         adjustment  of the  Conversion  Price  pursuant  to this  clause  (iv);
         provided that on the date, if any, on which a Person converting a share
         of Series 2 Preferred Stock would no longer be entitled to receive such
         Security  with a share of Common  Stock  (other than as a result of the
         termination of all such Securities),  a distribution of such Securities
         shall be deemed to have  occurred  and the  Conversion  Price  shall be
         adjusted  as provided in this clause (iv) (and such day shall be deemed
         to be  "the  date  fixed  for  the  determination  of the  shareholders
         entitled to receive such distribution" and "the record date" within the
         meaning of the two preceding sentences).

                  (v) No  adjustment in the  Conversion  Price shall be required
         unless such adjustment would require a cumulative  increase or decrease
         of at least 1% in such price;  provided,  however, that any adjustments
         that by reason of this  subparagraph  (v) are not  required  to be made
         shall be  carried  forward  and taken into  account  in any  subsequent
         adjustment until made; and provided, further, that any adjustment shall
         be required and made in accordance  with the provisions of this Section
         6 (other than this subparagraph (v)) not later than such time as may be
         required in order to preserve the tax-free  nature of a distribution to
         the holders of Common Stock.  Notwithstanding  any other  provisions of
         this  Section  6, the  Corporation  shall not be  required  to make any
         adjustment of the Conversion Price for the issuance of any Common Stock
         pursuant to (A) any plan providing for the reinvestment of dividends or
         interest payable on securities of the Corporation and the investment of
         additional  optional amounts in Common Stock under such plan or (B) any
         right,  option or  warrant  to  acquire  Common  Stock  granted  to any
         employee (as such term is defined in General  Instruction A to Form S-8
         under the Securities Act) of the Corporation under a plan providing for
         the granting of such securities to employees;  provided,  however, that
         such plan is approved by the  shareholders  and the aggregate amount of
         Common Stock  issuable under the rights,  options and warrants  granted
         under such plan  shall not  exceed  20% of the  shares of Common  Stock
         issued  and   outstanding   on  the  date  such  plan  is  approved  by
         shareholders.  In addition,  the  Corporation  shall not be required to
         make any  adjustment  of the  Conversion  Price for the issuance of any
         Common  Stock or any other  class or series of shares of capital  stock
         pursuant to the terms of that  certain  Shareholders'  Agreement  among
         Pacific Retail Trust (to which the Corporation is successor by merger),
         Security Capital Holdings S.A. and Opportunity Capital Partners Limited
         Partnership. All calculations under this Section 6 shall be made to the
         nearest  cent (with  $.005  being  rounded  upward)  or to the  nearest
         one-tenth of a share (with .05 of a share being rounded upward), as the
         case  may  be.   Anything  in  this   paragraph  (d)  to  the  contrary
         notwithstanding,  the  Corporation  shall be  entitled,  to the  extent
         permitted by law, to make such  reductions in the Conversion  Price, in
         addition  to  those  required  by  this  paragraph  (d),  as it in  its
         discretion  shall  determine  to be  advisable  in order that any share
         dividends,  subdivision of shares,  reclassification  or combination of
         shares,  distribution of rights,  options or warrants to purchase stock
         or  securities,  or a  distribution  of other  assets  (other than cash
         dividends)  hereafter made by the Corporation to its shareholders shall
         not be taxable.

(e) If the Corporation  shall be a party to any transaction  (including  without
limitation a merger, consolidation,  statutory share exchange, self tender offer
for all or substantially  all Common Stock,  sale of all or substantially all of
the Corporation's  assets or  recapitalization of the Common Stock and excluding
any transaction as to which subparagraph (d)(i) of this Section 6 applies) (each
of the foregoing being referred to herein as a "Transaction"), in each case as a
result of which all or  substantially  all shares of Common Stock are  converted
into the right to receive stock, securities or other property (including cash or
any  combination  thereof) of another  Person,  each share of Series 2 Preferred
Stock,  which is not converted  into the right to receive  stock,  securities or
other  property  of such  Person  prior to such  Transaction  (and each share of
Series 2 Preferred  Stock issuable  after such  Transaction  upon  conversion of
securities  convertible  into Series 2 Preferred  Stock),  shall  thereafter  be
convertible  into the kind and amount of shares of stock,  securities  and other
property  (including  cash  or any  combination  thereof)  receivable  upon  the
consummation of such  Transaction by a holder of that number of shares of Common
Stock  into  which  one  share  of  Series 2  Preferred  Stock  was  convertible
immediately prior to such Transaction,  assuming such holder of Common Stock (i)
is not a Person  with  which  the  Corporation  consolidated  or into  which the
Corporation merged or which merged into the Corporation or to which such sale or
transfer was made, as the case may be ("Constituent Person"), or an affiliate of
a Constituent Person and (ii) failed to exercise his rights of election, if any,
as to the kind or amount  of stock,  securities  and other  property  (including
cash) receivable upon such  Transaction  (provided that if the kind or amount of
stock,  securities  and other property  (including  cash)  receivable  upon such
Transaction  is not the same for each  share of Common  Stock  held  immediately
prior to such  Transaction  by other than a  Constituent  Person or an affiliate
thereof  and in  respect of which such  rights of  election  shall not have been
exercised ("Non-Electing Share"), then for the purpose of this paragraph (e) the
kind and  amount  of  stock,  securities  and other  property  (including  cash)
receivable upon such Transaction by each  Non-Electing  Share shall be deemed to
be  the  kind  and  amount  so  receivable  per  share  by a  plurality  of  the
Non-Electing  Shares).  The Corporation  shall not be a party to any Transaction
unless the terms of such  Transaction are consistent with the provisions of this
paragraph  (e),  and it shall  not  consent  or agree to the  occurrence  of any
Transaction  until  the  Corporation  has  entered  into an  agreement  with the
successor  or  purchasing  entity,  as the case may be,  for the  benefit of the
holders of the Series 2 Preferred Stock (and securities  convertible into Series
2 Preferred  Stock) that will  contain  provisions  enabling  the holders of the
Series  2  Preferred  Stock  that  remain  outstanding  (or  are  issuable  upon
conversion of securities  convertible  into Series 2 Preferred Stock) after such
Transaction  to convert  into the  consideration  received  by holders of Common
Stock at the Conversion Price in effect  immediately  prior to such Transaction.
The  provisions  of this  paragraph  (e)  shall  similarly  apply to  successive
Transactions.

(f)  Whenever  the  Conversion  Price  is  adjusted  as  herein  provided,   the
Corporation  shall  promptly mail notice of such  adjustment  of the  Conversion
Price to each holder of Series 2 Preferred  Stock at such  holder's last address
as shown on the share records of the Corporation.

(g) In any  case in which  paragraph  (d) of this  Section  6  provides  that an
adjustment  shall become effective on the day next following the record date for
an event,  the  Corporation  may defer  until the  occurrence  of such event (A)
issuing to the  holder of any  Series 2  Preferred  Stock  converted  after such
record date and before the  occurrence  of such event the  additional  shares of
Common Stock issuable upon such conversion by reason of the adjustment  required
by such  event  over and above the  shares of Common  Stock  issuable  upon such
conversion before giving effect to such adjustment and (B) paying to such holder
any amount of cash in lieu of any  fraction  pursuant to  paragraph  (c) of this
Section 6.

(h) There shall be no adjustment of the Conversion Price in case of the issuance
of  any  shares  of  capital  stock  of  the  Corporation  in a  reorganization,
acquisition or other similar  transaction  except as  specifically  set forth in
this Section 6. If any action or  transaction  would  require  adjustment of the
Conversion Price pursuant to more than one paragraph of this Section 6, only one
adjustment shall be made and such adjustment shall be the adjustment that yields
the highest absolute value.

(i)  The  Corporation  covenants  that it will at all  times  reserve  and  keep
available,  free from preemptive  rights, out of the aggregate of its authorized
but unissued Common Stock, for the purpose of effecting conversion of the Series
2 Preferred  Stock,  the full number of shares of Common Stock  deliverable upon
the  conversion  of all  outstanding  Series 2 Preferred  Stock not  theretofore
converted.  For purposes of this  paragraph  (i), the number of shares of Common
Stock that shall be deliverable upon the conversion of all outstanding  Series 2
Preferred  Stock  shall be computed  as if at the time of  computation  all such
outstanding shares were held by a single holder.

                  The  Corporation  covenants  that any  shares of Common  Stock
issued upon  conversion of the Series 2 Preferred Stock shall be validly issued,
fully paid and  non-assessable.  Before  taking any action  that would  cause an
adjustment  reducing the Conversion Price below the then-par value of the Common
Stock  deliverable  upon  conversion  of  the  Series  2  Preferred  Stock,  the
Corporation  will take any corporate action that, in the opinion of its counsel,
may be necessary  in order that the  Corporation  may validly and legally  issue
fully paid and non-assessable shares of Common Stock at such adjusted Conversion
Price.

                  Prior to the delivery of any securities  that the  Corporation
shall be obligated to deliver upon  conversion of the Series 2 Preferred  Stock,
the  Corporation  shall  endeavor  to comply with all federal and state laws and
regulations  thereunder  requiring the  registration of such securities with, or
any  approval  of or  consent  to the  delivery  thereof  by,  any  governmental
authority.

(j) The Corporation  will pay any and all documentary  stamp or similar issue or
transfer  taxes  payable in respect of the issue or delivery of Common  Stock or
other  securities  or property  on  conversion  of the Series 2 Preferred  Stock
pursuant hereto;  provided,  however, that the Corporation shall not be required
to pay any tax that may be payable in respect of any  transfer  involved  in the
issue or  delivery  of Common  Stock or other  securities  or property in a name
other than that of the holder of the Series 2 Preferred  Stock to be  converted,
and no such  issue or  delivery  shall  be made  unless  and  until  the  person
requesting  such issue or delivery has paid to the Corporation the amount of any
such tax or established, to the reasonable satisfaction of the Corporation, that
such tax has been paid.

Section 7.  Shares to Be Retired.  All shares of Series 2 Preferred  Stock which
shall have been issued and reacquired in any manner by the Corporation  shall be
restored to the status of authorized but unissued  shares of Preferred  Stock of
the Corporation, without designation as to class or series.

     Section 8.  Ranking.  Any class or series of shares of capital stock of the
Corporation shall be deemed to rank:

(a) prior to the Series 2 Preferred Stock, as to the payment of dividends and as
to  distribution of assets upon  liquidation,  dissolution or winding up, if the
holders of such class or series shall be entitled to the receipt of dividends or
of amounts  distributable  upon  liquidation,  dissolution or winding up, as the
case may be, in  preference  or  priority  to the  holders of Series 2 Preferred
Stock;

(b) on a parity  with  the  Series  2  Preferred  Stock,  as to the  payment  of
dividends and as to  distribution  of assets upon  liquidation,  dissolution  or
winding  up,  whether  or not the  dividend  rates,  dividend  payment  dates or
liquidation prices per share thereof shall be different from those of the Series
2  Preferred  Stock,  if the  holders  of such  class or series and the Series 2
Preferred  Stock shall be entitled  to the receipt of  dividends  and of amounts
distributable upon liquidation, dissolution or winding up in proportion to their
respective  amounts of accrued  and unpaid  dividends  per share or  liquidation
preferences, without preference or priority one over the other ("Parity Stock");

(c) junior to the Series 2 Preferred Stock, as to the payment of dividends or as
to the  distribution of assets upon  liquidation,  dissolution or winding up, if
such class or series shall be Junior Stock; and

(d) junior to the Series 2 Preferred  Stock,  as to the payment of dividends and
as to the distribution of assets upon liquidation, dissolution or winding up, if
such class or series shall be Fully Junior Stock.

                  The Corporation's Series 1 Cumulative  Convertible  Redeemable
Preferred  Stock and the  Corporation's  8.125%  Series A Cumulative  Redeemable
Preferred Stock shall constitute Parity Stock.

Section 9.        Voting.

(a) Each issued and outstanding  share of Series 2 Preferred Stock shall entitle
the holder  thereof to the number of votes per share of Common  Stock into which
such  share of  Series 2  Preferred  Stock is  convertible  (as of the  close of
business on the record date for  determination of shareholders  entitled to vote
on a  matter)  on all  matters  presented  for a  vote  of  shareholders  of the
Corporation and, except as required by applicable law and subject to the further
provisions  of this  Section  9, the  Series 2  Preferred  Stock  shall be voted
together  with all issued and  outstanding  Common  Stock and Series 1 Preferred
Stock voting as a single class.

(b) If and whenever twelve consecutive quarterly dividends payable on the Series
2  Preferred  Stock or any series or class of Parity  Stock  shall be in arrears
(which shall,  with respect to any such quarterly  dividend,  mean that any such
dividend  has not been paid in full),  whether  or not earned or  declared,  the
number of directors  then  constituting  the Board shall be increased by one and
the holders of Series 2 Preferred Stock,  together with the holders of shares of
every other series of Parity Stock,  including the Series 1 Preferred Stock (any
such other  series,  the "Voting  Preferred  Stock"),  voting as a single  class
regardless of series,  shall be entitled to elect,  at a special  meeting of the
holders of the Series 2 Preferred Stock and the Voting Preferred Stock called as
hereinafter  provided,  the additional director to serve on the Board.  Whenever
all  arrearages  in  dividends  on the Series 2  Preferred  Stock and the Voting
Preferred Stock then outstanding  shall have been paid and dividends thereon for
the current  quarterly  dividend period shall have been paid or declared and set
apart for payment, then the right of the holders of the Series 2 Preferred Stock
and the Voting  Preferred  Stock to elect such  additional  director shall cease
(but subject  always to the same provision for the vesting of such voting rights
in the case of any similar future arrearages in twelve quarterly dividends), and
the terms of office of the person  elected  as  director  by the  holders of the
Series  2  Preferred  Stock  and the  Voting  Preferred  Stock  shall  forthwith
terminate  and the number of members of the Board shall be reduced  accordingly.
At any time after such voting  power shall have been so vested in the holders of
Series 2 Preferred Stock and the Voting Preferred Stock (or if any vacancy shall
occur in respect of the director previously elected by the holders of the Series
2  Preferred  Stock  and the  Voting  Preferred  Stock),  the  secretary  of the
Corporation  shall  call a  special  meeting  of the  holders  of the  Series  2
Preferred  Stock  and of the  Voting  Preferred  Stock for the  election  of the
director  to be  elected  by them as  herein  provided,  such call to be made by
notice similar to that provided in the Bylaws of the  Corporation  for a special
meeting of the  shareholders  or as required by law. If any such special meeting
required  to be called as above  provided  shall not be called by the  secretary
within 30 days after the end of the most recent Dividend Period during which the
right to elect such additional director arose or such vacancy occurred, then any
holder of Series 2 Preferred Stock may call such meeting,  upon the notice above
provided,  and for that  purpose  shall have access to the stock  records of the
Corporation.  The director elected at any such special meeting shall hold office
until the next annual  meeting of the  shareholders  or special  meeting held in
lieu  thereof  if such  office  shall not have  previously  terminated  as above
provided.

(c) So long as any Series 2 Preferred Stock is  outstanding,  in addition to any
other vote or consent of  shareholders  required by law or by the  Charter,  the
affirmative  vote of at least 66 2/3% of the  votes  entitled  to be cast by the
holders of the Series 2  Preferred  Stock,  together  with the holders of Voting
Preferred Stock, at the time outstanding, acting as a single class regardless of
series,  given in person or by proxy,  either in writing without a meeting or by
vote at any meeting called for the purpose,  shall be necessary for effecting or
validating:

                  (i)  Any  amendment,  alteration  or  repeal  of  any  of  the
         provisions  of  the  Charter  or  these   Articles  of  Amendment  that
         materially  and  adversely   affects  the  voting  powers,   rights  or
         preferences  of the  holders  of the  Series 2  Preferred  Stock or the
         Voting Preferred Stock;  provided,  however,  that the amendment of the
         provisions  of the Charter so as to  authorize or create or to increase
         the authorized amount of, any Fully Junior Stock,  Junior Stock that is
         not senior in any respect to the Series 2 Preferred Stock, or any stock
         of any class  ranking on a parity with the Series 2 Preferred  Stock or
         the Voting Preferred Stock shall not be deemed to materially  adversely
         affect the  voting  powers,  rights or  preferences  of the  holders of
         Series 2  Preferred  Stock;  and  provided,  further,  that if any such
         amendment,  alteration or repeal would  materially and adversely affect
         any voting  powers,  rights or  preferences  of the Series 2  Preferred
         Stock or another series of Voting  Preferred Stock that are not enjoyed
         by  some  or all of the  other  series  otherwise  entitled  to vote in
         accordance  herewith,  the affirmative  vote of at least 66 2/3% of the
         votes  entitled  to be  cast by the  holders  of all  series  similarly
         affected, similarly given, shall be required in lieu of the affirmative
         vote  of at  least  66  2/3% of the  votes  entitled  to be cast by the
         holders of the Series 2 Preferred Stock and the Voting  Preferred Stock
         otherwise entitled to vote in accordance herewith; or

                  (ii) A share  exchange  that  affects  the Series 2  Preferred
         Stock, a consolidation  with or merger of the Corporation  into another
         Person,  or a  consolidation  with or merger of another Person into the
         Corporation,  unless in each such case each share of Series 2 Preferred
         Stock (A) shall  remain  outstanding  without a  material  and  adverse
         change  to its  terms and  rights  or (B)  shall be  converted  into or
         exchanged  for  convertible  preferred  stock of the  surviving  entity
         having  preferences,   conversion  or  other  rights,   voting  powers,
         restrictions,  limitations as to dividends, qualifications and terms or
         conditions of redemption thereof identical to that of a share of Series
         2  Preferred  Stock  (except  for changes  that do not  materially  and
         adversely affect the holders of the Series 2 Preferred Stock); or

                  (iii) The authorization or creation of, or the increase in the
         authorized  amount  of,  any  shares  of  any  class  or  any  security
         convertible  into  shares of any class  ranking  prior to the  Series 2
         Preferred  Stock in the  distribution  of  assets  on any  liquidation,
         dissolution  or  winding  up of the  Corporation  or in the  payment of
         dividends.

(d)  For  purposes  of  voting  in  respect  to  those  matters  referred  to in
subparagraphs  (b) and (c) of this Section 9, unless  otherwise  provided  under
applicable law, each Series 2 Preferred Stock shall have one (1) vote per share,
except  that when any other  series of  Preferred  Stock shall have the right to
vote with the Series 2 Preferred Stock as a single class on any matter, then the
Series 2 Preferred  Stock and such other  series shall have with respect to such
matters one (1) vote per $20.8333 of stated  liquidation  preference.  Except as
otherwise  required  by  applicable  law or as set forth  herein,  the  Series 2
Preferred  Stock shall not have any relative,  participating,  optional or other
special voting rights and powers other than as set forth herein, and the consent
of the holders  thereof  shall not be required  for the taking of any  corporate
action.

Section 10. Record Holders.  The Corporation and the Transfer Agent may deem and
treat the record  holder of any shares of Series 2  Preferred  Stock as the true
and lawful owner thereof for all purposes,  and neither the  Corporation nor the
Transfer Agent shall be affected by any notice to the contrary.

     Section  11.  Sinking  Fund.  The  Series 2  Preferred  Stock  shall not be
entitled to the benefits of any retirement or sinking fund.

     THIRD:  The Series 2 Preferred  Stock has been classified and designated by
the Board of  Directors  under the  authority  contained  in Section  4.2 of the
Charter.

     FOURTH:  These  Articles of  Amendment  have been  approved by the Board of
Directors in the manner and by the vote required by law.

         FIFTH: The undersigned President of the Corporation  acknowledges these
Articles of Amendment to be the corporate act of the Corporation  and, as to all
matters or facts required to be verified under oath, the  undersigned  President
acknowledges  that to the best of her knowledge,  information and belief,  these
matters and facts are true in all material  respects and that this  statement is
made under the penalties for perjury.



                                                  [Signature Page Follows]




<PAGE>


                  IN WITNESS WHEREOF,  the Corporation has caused these Articles
of  Amendment  to be  executed  under  seal in its name and on its behalf by its
President and attested to by its Secretary on this 26th day of February, 1999.

                           REGENCY REALTY CORPORATION

                                            By:         /s/ Mary Lou Rogers
                                                     Name:  Mary Lou Rogers
                                                     Title:    President

[SEAL]


ATTEST:



         /s/ J. Christian Leavitt
Name:    J. Christian Leavitt
Title:   Secretary




<PAGE>


                                                               EXHIBIT "C'
004.160941.1



                     AMENDMENT TO ARTICLES OF INCORPORATION
                                       OF
                           REGENCY REALTY CORPORATION

         This  corporation  was  incorporated  on July 8, 1993 effective July 9,
1993 under the name Regency Realty  Corporation.  Pursuant to Sections 607.1001,
607.1003,  607.1004  and  607.1006  of the  Florida  Business  Corporation  Act,
amendments to Section  5.1(r) and Section 5.14 of the Articles of  Incorporation
of Regency  Realty  Corporation  were  approved by the Board of  Directors  at a
meeting  held on  September  23, 1998,  and adopted by the  shareholders  of the
corporation on February 26, 1999.


         Section 5.1(r) is hereby amended in its entirety as follows:

                  (r)  "Special  Shareholder  Limit"  for a Special  Shareholder
shall initially mean 60% of the  outstanding  shares of Common Stock, on a fully
diluted basis, of the Corporation;  provided, however, that if at any time after
the effective date of this Amendment a Special Stockholder's ownership of Common
Stock, on a fully diluted basis,  of the  Corporation  shall have been below 45%
for a continuous period of 180 days, then the definition of "Special Shareholder
Limit"  shall mean 49% of the  outstanding  shares of Common  Stock,  on a fully
diluted basis, of the Corporation. After any adjustment pursuant to Section 5.8,
the definition of "Special  Shareholder  Limit" shall mean the percentage of the
outstanding  Common  Stock  as so  adjusted,  and  the  definition  of  "Special
Shareholder  Limit" shall also be  appropriately  and equitably  adjusted in the
event of a  repurchase  of shares of Common  Stock of the  Corporation  or other
reduction  in  the  number  of  outstanding   shares  of  Common  Stock  of  the
Corporation.  Notwithstanding  the  foregoing,  if any Person and its Affiliates
(taken as a whole),  other  than the  Special  Shareholder,  shall  directly  or
indirectly  own in the  aggregate  more  than 45% of the  outstanding  shares of
Common Stock,  on a fully diluted basis, of the  Corporation,  the definition of
"Special  Shareholder  Limit" shall be revised in accordance with Section 5.8 of
the Stockholders  Agreement.  Notwithstanding  the foregoing  provisions of this
definition,  if, as the result of any Special  Shareholder's  ownership  (taking
into account for this purpose  constructive  ownership  under Section 544 of the
Code,  as  modified  by Section  856(h)(1)(B)  of the Code) of shares of Capital
Stock, any Person who is an individual  within the meaning of Section  542(a)(2)
of the Code (taking into account the ownership  attribution  rules under Section
544 of the  Code,  as  modified  by  Section  856(h) of the Code) and who is the
Beneficial Owner of any interest in a Special Shareholder would be considered to
Beneficially Own more than 9.8% of the outstanding shares of Capital Stock, then
unless such individual reduces his or her interest in the Special Shareholder so
that such Person no longer  Beneficially  Owns more than 9.8% of the outstanding
shares of Capital Stock, the Special  Shareholder Limit shall be reduced to such
percentage as would result in such Person not being  considered to  Beneficially
Own more than 9.8% of the outstanding  Shares of Capital Stock.  Notwithstanding
anything  contained  herein  to the  contrary,  in no event  shall  the  Special
Shareholder  Limit be reduced below the Ownership  Limit.  At the request of the
Special Shareholders,  the Secretary of the Corporation shall maintain and, upon
request,  make available to each Special Shareholder a schedule which sets forth
the then current Special Shareholder Limits for each Special Shareholder.

         Section 5.14 is hereby amended in its entirety as follows:


         Section 5.14  Certain Transfers to Non-U.S. Persons Void.

(a) At any time that Non-U.S.  Persons (including Special  Shareholders who will
at all times be presumed to be Non-U.S.  Persons) own directly or indirectly 50%
or more of the fair market value of the issued and outstanding shares of Capital
Stock of the  Corporation,  any  Transfer  of  shares  of  Capital  Stock of the
Corporation  by any Person  (other than a Special  Shareholder)  on or after the
effective  date of this  Amendment  that  results  in such  shares  being  owned
directly or indirectly by a Non-U.S.  Person (other than a Special  Shareholder)
shall be void ab initio to the fullest extent permitted under applicable law and
the intended transferee shall be deemed never to have had an interest therein.

(b) At any time that Non-U.S.  Persons (including Special  Shareholders who will
at all times be presumed to be Non-U.S. Persons) own directly or indirectly less
than 50% of the fair  market  value of the  issued  and  outstanding  shares  of
Capital Stock of the Corporation, any Transfer of shares of Capital Stock of the
Corporation by any Person (other than a Special Shareholder) to any Person on or
after  the  effective  date of this  Amendment  shall be void ab  initio  to the
fullest extent permitted under applicable law and the intended  transferee shall
be deemed never to have had an interest therein if such Transfer

         (i)      occurs  prior to the 10%  Termination  Date and results in the
                  fair  market  value  of the  shares  of  Capital  Stock of the
                  Corporation  owned directly or indirectly by Non-U.S.  Persons
                  (other  than  Special  Shareholders)  comprising  4.9  percent
                  (4.9%)  or more of the fair  market  value of the  issued  and
                  outstanding shares of Capital Stock of the Corporation; or

         (ii)     results  in the fair  market  value of the  shares of  Capital
                  Stock of the  Corporation  owned  directly  or  indirectly  by
                  Non-U.S.  Persons (including Special  Shareholders who will at
                  all times be presumed to be Non-U.S. Persons) comprising fifty
                  percent  (50%) or more of the fair market  value of the issued
                  and outstanding shares of Capital Stock the Corporation.

(c) If any of the  foregoing  provisions  is determined to be void or invalid by
virtue of any legal decision,  statute,  rule or regulation,  then the shares of
Capital Stock of the Corporation  held or purported to be held by the transferee
shall,  automatically  and without the  necessity  of any action by the Board of
Directors or otherwise:

         (i)      be prohibited from being voted;

         (ii)     not be entitled to dividends with respect thereto;

         (iii)    be considered  held in trust by the transferee for the benefit
                  of the  Corporation  and shall be subject to the provisions of
                  Section  5.3(c) as if such  shares of  Capital  Stock were the
                  subject of a Transfer that violates Section 5.2; and

     (iv) not be considered  outstanding for the purpose of determining a quorum
at any meeting of shareholders.

(d) The Special Shareholders may, in their sole discretion, with prior notice to
the Board of Directors,  waive, alter or revise in writing all or any portion of
the Transfer restrictions set forth in this Section 5.14 from and after the date
on which such  notice is given,  on such terms and  conditions  as they in their
sole discretion determine.

         IN WITNESS WHEREOF,  the undersigned  President of this corporation has
executed these Articles of Amendment this 26th day of February, 1999.




                                                           /s/ Mary Lou Rogers
                                                     Mary Lou Rogers, President



<PAGE>


004.160941.1
                                       11

004.160941.1

              ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF

                           REGENCY REALTY CORPORATION

               AMENDING AND RESTATING THE DESIGNATION OF THE PREFERENCES,

                  RIGHTS AND LIMITATIONS OF 1,600,000 SHARES OF

              8.125% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK

                                 $0.01 Par Value

                  Pursuant  to  Section   607.0602   of  the  Florida   Business
Corporation Act ("FBCA"), Regency Realty Corporation, a Florida corporation (the
"Corporation"),  does  hereby  certify  that the  Articles of  Amendment  to the
Articles of Incorporation of the Corporation Designating the Preferences, Rights
and  Limitations  of 1,600,000  shares of 8.125% Series A Cumulative  Redeemable
Preferred  Stock,  as filed in the Office of the Florida  Secretary  of State on
June 24, 1998, shall be amended and restated in its entirety as follows:

                  FIRST: Pursuant to the authority expressly vested in the Board
of  Directors  of the  Corporation  by Section 4.2 of the  Amended and  Restated
Articles  of  Incorporation  of the  Corporation  (the  "Charter")  and  Section
607.0602 of the FBCA, the Board of Directors of the  Corporation  (the "Board of
Directors"),  by  resolutions  duly  adopted  on May  26,  1998  has  classified
1,600,000  shares of the authorized but unissued  Preferred Stock par value $.01
per share ("Preferred Stock") as a separate class of Preferred Stock, authorized
the issuance of a maximum of 1,600,000  shares of such class of Preferred Stock,
set certain of the  preferences,  conversion  and other rights,  voting  powers,
restrictions,  limitations as to dividends, qualifications, terms and conditions
of redemption and other terms and  conditions of such class of Preferred  Stock,
and pursuant to the powers  contained in the Bylaws of the  Corporation  and the
FBCA,  appointed a committee  (the  "Committee")  of the Board of Directors  and
delegated to the Committee,  to the fullest extent permitted by the FBCA and the
Charter and Bylaws of the Corporation, all powers of the Board of Directors with
respect to designating, and setting all other preferences,  conversion and other
rights,  voting  powers,  restrictions,  limitations  as to dividends  and other
distributions,  qualifications  and terms and  conditions of redemption of, such
class of  Preferred  Stock  determining  the  number of shares of such  class of
Preferred Stock (not in excess of the aforesaid maximum number) to be issued and
the  consideration and other terms and conditions upon which such shares of such
class of Preferred Stock are to be issued. Shareholder approval was not required
under the Charter with respect to such designation.

                  SECOND: Pursuant to the authority conferred upon the Committee
as aforesaid,  the Committee has unanimously adopted resolutions designating the
aforesaid class of Preferred Stock as the "8.125% Series A Cumulative Redeemable
Preferred Stock," setting the preferences,  conversion and other rights,  voting
powers,  restrictions,  limitations as to dividends,  qualifications,  terms and
conditions of redemption  and other terms and conditions of such 8.125% Series A
Cumulative  Redeemable  Preferred  Stock (to the  extent not set by the Board of
Directors in the  resolutions  referred to in Article FIRST of these Articles of
Amendment)  and  authorizing  the issuance of up to  1,600,000  shares of 8.125%
Series A Cumulative Redeemable Preferred Stock.

                  THIRD: Pursuant to the authority conferred upon the Committee,
the  Committee  has, by unanimous  written  consent  dated  September  29, 1999,
adopted resolutions amending and restating the preferences, conversion and other
rights,   voting   powers,   restrictions,    limitations   as   to   dividends,
qualifications,   terms  and  conditions  of  redemption  and  other  terms  and
conditions of such 8.125% Series A Cumulative Redeemable Preferred Stock (to the
extent  not set by the Board of  Directors  in the  resolutions  referred  to in
Article  FIRST of these  Articles of  Amendment).  There are no shares of 8.125%
Series A Cumulative Redeemable Preferred Stock outstanding and, accordingly,  no
shareholder  approval  was  required.  The  class  of  Preferred  Stock  of  the
Corporation created by the resolutions duly adopted by the Board of Directors of
the  Corporation  and by the  Committee  and  referred to in Articles  FIRST and
SECOND  of these  Articles  of  Amendment  and  amended  hereby  shall  have the
following  designation,  number of  shares,  preferences,  conversion  and other
rights,   voting   powers,   restrictions   and   limitation  as  to  dividends,
qualifications,   terms  and  conditions  of  redemption  and  other  terms  and
conditions:

                  Section  1.  Designation  and  Number.  A series of  Preferred
Stock,  designated the "8.125% Series A Cumulative  Redeemable  Preferred Stock"
(the "Series A Preferred Stock") is hereby established.  The number of shares of
Series A Preferred Stock shall be 1,600,000.

                  Section  2. Rank.  The Series A  Preferred  Stock  will,  with
respect to  distributions  or rights upon voluntary or involuntary  liquidation,
winding-up  or  dissolution  of the  Corporation,  or both,  rank  senior to all
classes or series of Common Stock (as defined in the Charter) and to all classes
or series of equity  securities of the Corporation now or hereafter  authorized,
issued or  outstanding,  other than any class or series of equity  securities of
the  Corporation  expressly  designated as ranking on a parity with or senior to
the Series A Preferred  Stock as to  distributions  or rights upon  voluntary or
involuntary liquidation,  winding-up or dissolution of the Corporation, or both.
For purposes of these Articles of Amendment,  the term "Parity  Preferred Stock"
shall be used to refer  to any  class or  series  of  equity  securities  of the
Corporation  now  or  hereafter  authorized,  issued  or  outstanding  expressly
designated by the  Corporation to rank on a parity with Series A Preferred Stock
with  respect  to   distributions   or  rights  upon  voluntary  or  involuntary
liquidation,  winding-up  or  dissolution  of the  Corporation,  or both, as the
context may require,  whether or not the dividend rates,  dividend payment dates
or redemption or liquidation  prices per share or conversion  rights or exchange
rights shall be different from those of the Series A Preferred  Stock.  The term
"equity securities" does not include debt securities,  which will rank senior to
the Series A Preferred Stock prior to conversion.

                  Section  3.  Distributions.   (a)  Payment  of  Distributions.
Subject to the rights of holders of Parity  Preferred Stock as to the payment of
distributions  and holders of equity  securities issued after the date hereof in
accordance herewith ranking senior to the Series A Preferred Stock as to payment
of  distributions,  holders of Series A  Preferred  Stock  shall be  entitled to
receive,  when, as and if declared by the Board of Directors of the Corporation,
out of funds legally available for the payment of distributions, cumulative cash
distributions  at the  rate  per  annum  of  8.125%  of the  $50.00  liquidation
preference per share of Series A Preferred Stock.  Such  distributions  shall be
cumulative,  shall accrue from the original date of issuance and will be payable
in cash (A) quarterly in arrears,  on or before March 31, June 30,  September 30
and  December  31 of each year  commencing  on the first of such  dates to occur
after the original date of issuance  and, (B) in the event of a  redemption,  on
the redemption date (each a "Preferred Stock  Distribution  Payment Date").  The
amount of the distribution  payable for any period will be computed on the basis
of a 360-day year of twelve 30-day months and for any period shorter than a full
quarterly  period  for  which  distributions  are  computed,  the  amount of the
distribution  payable will be computed on the basis of the actual number of days
elapsed in such a 30-day  month.  If any date on which  distributions  are to be
made on the Series A Preferred Stock is not a Business Day (as defined  herein),
then  payment  of the  distribution  to be made on such date will be made on the
next  succeeding  day that is a Business  Day (and without any interest or other
payment in respect of any such delay)  except that,  if such  Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding  Business  Day, in each case with the same force and effect as if made
on such date.  Distributions on the Series A Preferred Stock will be made to the
holders of record of the Series A Preferred  Stock on the relevant  record dates
to be fixed by the Board of  Directors  of the  Corporation,  which record dates
shall be not less than 10 days and not more than 30  Business  Days prior to the
relevant Preferred Stock Distribution  Payment Date (each a "Distribution Record
Date"). Notwithstanding anything to the contrary set forth herein, each share of
Series A Preferred  Stock  shall also  continue to accrue all accrued and unpaid
distributions,  whether or not declared, up to the exchange date on any Series A
Preferred  Unit (as defined in the Second  Amended  and  Restated  Agreement  of
Limited Partnership of Regency Centers,  L.P., dated as March 5, 1998 as amended
by that  certain  Amendment  No.  One to Second  Amendment  and  Restatement  of
Agreement  of Limited  Partnership  dated as of June 25,  1998 (as  amended  the
"Partnership  Agreement"))  validly  exchanged  into  such  share  of  Series  A
Preferred Stock in accordance with the provisions of such Partnership Agreement.

                  The term  "Business  Day"  shall  mean each day,  other than a
Saturday or a Sunday,  which is not a day on which banking  institutions  in New
York, New York are authorized or required by law,  regulation or executive order
to close.

                  (b) Limitation on Distributions. No distribution on the Series
A  Preferred  Stock  shall be  declared  or paid or set apart for payment by the
Corporation  at such time as the terms and  provisions  of any  agreement of the
Corporation  (other than any  agreement  with a holder or affiliate of holder of
Capital Stock of the Corporation)  relating to its  indebtedness,  prohibit such
declaration,  payment  or  setting  apart  for  payment  or  provide  that  such
declaration,  payment or setting  apart for payment  would  constitute  a breach
thereof  or a default  thereunder,  or if such  declaration,  payment or setting
apart for payment shall be  restricted  or  prohibited  by law.  Nothing in this
Section 3(b) shall be deemed to modify or in any manner limit the  provisions of
Section 3(c) and 3(d).

                  (c)  Distributions  Cumulative.  Distributions on the Series A
Preferred  Stock  will  accrue  whether or not the terms and  provisions  of any
agreement  of  the  Corporation,   including  any  agreement   relating  to  its
indebtedness at any time prohibit the current payment of distributions,  whether
or not the  Corporation  has  earnings,  whether or not there are funds  legally
available  for the  payment  of  such  distributions  and  whether  or not  such
distributions  are authorized or declared.  Accrued but unpaid  distributions on
the  Series  A  Preferred  Stock  will  accumulate  as of  the  Preferred  Stock
Distribution  Payment Date on which they first become payable.  Distributions on
account of arrears for any past distribution periods may be declared and paid at
any time,  without reference to a regular Preferred Stock  Distribution  Payment
Date to  holders of record of the Series A  Preferred  Stock on the record  date
fixed by the Board of  Directors  which  date shall be not less than 10 days and
not more than 30 Business Days prior to the payment date. Accumulated and unpaid
distributions will not bear interest.

                  (d) Priority as to Distributions.  (i) So long as any Series A
Preferred Stock is outstanding,  no distribution of cash or other property shall
be authorized, declared, paid or set apart for payment on or with respect to any
class or  series of  Common  Stock or any class or series of other  stock of the
Corporation  ranking junior as to the payment of  distributions  to the Series A
Preferred Stock (such Common Stock or other junior stock, collectively,  "Junior
Stock"), nor shall any cash or other property be set aside for or applied to the
purchase,  redemption or other  acquisition  for  consideration  of any Series A
Preferred Stock, any Parity Preferred Stock with respect to distributions or any
Junior Stock, unless, in each case, all distributions  accumulated on all Series
A Preferred  Stock and all classes and series of  outstanding  Parity  Preferred
Stock as to  payment  of  distributions  have been paid in full.  The  foregoing
sentence  will not prohibit (i)  distributions  payable  solely in Junior Stock,
(ii) the  conversion  of  Series  A  Preferred  Stock,  Junior  Stock or  Parity
Preferred  Stock into stock of the  Corporation  ranking  junior to the Series A
Preferred Stock as to  distributions,  and (iii) purchases by the Corporation of
such  Series A  Preferred  Stock or  Parity  Preferred  Stock  with  respect  to
distributions or Junior Stock pursuant to Article 5 of the Charter to the extent
required to preserve the Corporation's status as a real estate investment trust.

     (ii)  So  long as  distributions  have  not  been  paid  in full  (or a sum
sufficient  for such full  payment  is not  irrevocably  deposited  in trust for
payment) upon the Series A Preferred  Stock,  all  distributions  authorized and
declared  on the  Series  A  Preferred  Stock  and  all  classes  or  series  of
outstanding  Parity  Preferred  Stock  with  respect to  distributions  shall be
authorized  and  declared  so that the amount of  distributions  authorized  and
declared per share of Series A Preferred  Stock and such other classes or series
of Parity  Preferred  Stock shall in all cases bear to each other the same ratio
that accrued  distributions  per share on the Series A Preferred  Stock and such
other classes or series of Parity  Preferred  Stock (which shall not include any
accumulation in respect of unpaid  distributions for prior distribution  periods
if such  class or  series  of  Parity  Preferred  Stock  do not have  cumulative
distribution rights) bear to each other.

                  (e) No Further  Rights.  Holders of Series A  Preferred  Stock
shall not be  entitled  to any  distributions,  whether  payable in cash,  other
property or otherwise, in excess of the full cumulative  distributions described
herein.

                  Section 4. Liquidation Preference.  (a) Payment of Liquidating
Distributions.  Subject to the rights of holders of Parity  Preferred Stock with
respect to rights upon any voluntary or involuntary liquidation,  dissolution or
winding-up of the Corporation and subject to equity securities ranking senior to
the Series A  Preferred  Stock  with  respect to rights  upon any  voluntary  or
involuntary  liquidation,  dissolution  or  winding-up of the  Corporation,  the
holders of Series A  Preferred  Stock  shall be  entitled  to receive out of the
assets of the  Corporation  legally  available for  distribution or the proceeds
thereof,  after  payment or  provision  for debts and other  liabilities  of the
Corporation, but before any payment or distributions of the assets shall be made
to  holders  of  Common  Stock or any  other  class or  series  of shares of the
Corporation  that ranks junior to the Series A Preferred Stock as to rights upon
liquidation,  dissolution or winding-up of the  Corporation,  an amount equal to
the sum of (i) a  liquidation  preference of $50 per share of Series A Preferred
Stock,  and (ii) an amount  equal to any  accumulated  and unpaid  distributions
thereon,  whether or not  declared,  to the date of payment.  In the event that,
upon such voluntary or involuntary liquidation, dissolution or winding-up, there
are insufficient  assets to permit full payment of liquidating  distributions to
the holders of Series A  Preferred  Stock and any Parity  Preferred  Stock as to
rights upon  liquidation,  dissolution  or  winding-up of the  Corporation,  all
payments of liquidating  distributions  on the Series A Preferred Stock and such
Parity  Preferred  Stock  shall be made so that  the  payments  on the  Series A
Preferred Stock and such Parity  Preferred Stock shall in all cases bear to each
other the same ratio that the respective  rights of the Series A Preferred Stock
and such other Parity  Preferred Stock (which shall not include any accumulation
in respect of unpaid distributions for prior distribution periods if such Parity
Preferred Stock do not have cumulative  distribution  rights) upon  liquidation,
dissolution or winding-up of the Corporation bear to each other.

                  (b)  Notice.   Written   notice  of  any  such   voluntary  or
involuntary liquidation,  dissolution or winding-up of the Corporation,  stating
the  payment  date or dates  when,  and the place or places  where,  the amounts
distributable in such circumstances shall be payable,  shall be given by (i) fax
and (ii) by first class mail,  postage  pre-paid,  not less than 30 and not more
that 60 days prior to the payment date stated therein,  to each record holder of
the Series A Preferred Stock at the respective  addresses of such holders as the
same shall appear on the share transfer records of the Corporation.

     (c) No Further Rights.  After payment of the full amount of the liquidating
distributions  to which they are  entitled,  the  holders of Series A  Preferred
Stock  will  have no  right  or  claim  to any of the  remaining  assets  of the
Corporation.
                  (d) Consolidation,  Merger or Certain Other Transactions.  The
voluntary sale,  conveyance,  lease,  exchange or transfer (for cash,  shares of
stock,  securities or other  consideration)  of all or substantially  all of the
property  or assets of the  Corporation  to, or the  consolidation  or merger or
other business  combination of the  Corporation  with or into, any  corporation,
trust or other entity (or of any corporation, trust or other entity with or into
the Corporation) shall not be deemed to constitute a liquidation, dissolution or
winding-up of the Corporation.

                  (e)  Permissible  Distributions.   In  determining  whether  a
distribution (other than upon voluntary liquidation) by dividend,  redemption or
other  acquisition  of  shares  of  stock of the  Corporation  or  otherwise  is
permitted  under the FBCA,  no effect  shall be given to  amounts  that would be
needed, if the Corporation were to be dissolved at the time of the distribution,
to satisfy  the  preferential  rights upon  dissolution  of holders of shares of
stock of the Corporation whose preferential rights upon dissolution are superior
to those receiving the distribution.

                  Section  5.  Optional   Redemption.   (a)  Right  of  Optional
Redemption.  The Series A Preferred  Stock may not be redeemed prior to June 25,
2003. On or after such date, the Corporation  shall have the right to redeem the
Series A Preferred Stock, in whole or in part, at any time or from time to time,
upon not less than 30 nor more than 60 days'  written  notice,  at a  redemption
price,  payable in cash, equal to $50 per share of Series A Preferred Stock plus
accumulated and unpaid  distributions,  whether or nor declared,  to the date of
redemption.  If fewer than all of the  outstanding  shares of Series A Preferred
Stock are to be redeemed,  the shares of Series A Preferred Stock to be redeemed
shall be selected pro rata (as nearly as practicable without creating fractional
shares).

                  (b) Limitation on Redemption.  (i) The redemption price of the
Series  A  Preferred  Stock  (other  than  the  portion  thereof  consisting  of
accumulated  but  unpaid  distributions)  will  be  payable  solely  out of sale
proceeds  of capital  stock of the  Corporation  and from no other  source.  For
purposes of the preceding sentence,  "capital stock" means any equity securities
(including  Common Stock and Preferred  Stock),  shares,  participation or other
ownership  interests  (however  designated)  and any  rights  (other  than  debt
securities convertible into or exchangeable for equity securities) or options to
purchase any of the foregoing.

     (ii) The  Corporation  may not  redeem  fewer  than all of the  outstanding
shares  of  Series  A  Preferred   Stock  unless  all   accumulated  and  unpaid
distributions  have been paid on all Series A Preferred  Stock for all quarterly
distribution periods terminating on or prior to the date of redemption.

                  (c) Procedures for  Redemption.  (i) Notice of redemption will
be (i) faxed, and (ii) mailed by the Corporation, postage prepaid, not less than
30 nor  more  than  60 days  prior  to the  redemption  date,  addressed  to the
respective  holders of record of the Series A Preferred  Stock to be redeemed at
their  respective  addresses  as they  appear  on the  transfer  records  of the
Corporation.  No  failure  to give or defect in such  notice  shall  affect  the
validity of the  proceedings  for the redemption of any Series A Preferred Stock
except as to the holder to whom such  notice  was  defective  or not  given.  In
addition to any  information  required by law or by the applicable  rules of any
exchange  upon which the Series A  Preferred  Stock may be listed or admitted to
trading,  each such  notice  shall  state:  (i) the  redemption  date,  (ii) the
redemption  price,  (iii) the number of shares of Series A Preferred Stock to be
redeemed, (iv) the place or places where such shares of Series A Preferred Stock
are  to  be  surrendered  for  payment  of  the  redemption   price,   (v)  that
distributions  on the  Series A  Preferred  Stock to be  redeemed  will cease to
accumulate on such redemption date and (vi) that payment of the redemption price
and any accumulated and unpaid  distributions will be made upon presentation and
surrender of such Series A Preferred  Stock.  If fewer than all of the shares of
Series A  Preferred  Stock  held by any holder  are to be  redeemed,  the notice
mailed  to such  holder  shall  also  specify  the  number of shares of Series A
Preferred Stock held by such holder to be redeemed.

     (ii) If the Corporation gives a notice of redemption in respect of Series A
Preferred Stock (which notice will be irrevocable) then, by 12:00 noon, New York
City time, on the redemption date, the Corporation  will deposit  irrevocably in
trust for the  benefit of the Series A  Preferred  Stock  being  redeemed  funds
sufficient to pay the applicable  redemption  price,  plus any  accumulated  and
unpaid  distributions,  whether or not  declared,  if any, on such shares to the
date  fixed  for  redemption,   without  interest,  and  will  give  irrevocable
instructions  and authority to pay such redemption price and any accumulated and
unpaid  distributions,  if any,  on such  shares to the  holders of the Series A
Preferred  Stock  upon  surrender  of the  certificate  evidencing  the Series A
Preferred  Stock by such  holders  at the  place  designated  in the  notice  of
redemption.  If  fewer  than all  Series  A  Preferred  Stock  evidenced  by any
certificate is being redeemed,  a new certificate shall be issued upon surrender
of the  certificate  evidencing  all Series A Preferred  Stock,  evidencing  the
unredeemed  Series A Preferred Stock without cost to the holder thereof.  On and
after the date of  redemption,  distributions  will cease to  accumulate  on the
Series A Preferred Stock or portions  thereof called for redemption,  unless the
Corporation defaults in the payment thereof. If any date fixed for redemption of
Series A Preferred  Stock is not a Business Day, then payment of the  redemption
price  payable  on such date will be made on the next  succeeding  day that is a
Business Bay (and  without any interest or other  payment in respect of any such
delay) except that, if such Business Day falls in the next calendar  year,  such
payment will be made on the  immediately  preceding  Business  Day, in each case
with the same force and effect as if made on such date fixed for redemption.  If
payment of the redemption  price or any accumulated or unpaid  distributions  in
respect of the Series A Preferred  Stock is  improperly  withheld or refused and
not paid by the Corporation, distributions on such Series A Preferred Stock will
continue to accumulate from the original redemption date to the date of payment,
in which  case the actual  payment  date will be  considered  the date fixed for
redemption for purposes of calculating the applicable  redemption  price and any
accumulated and unpaid distributions.

                  (d) Status of Redeemed  Stock.  Any Series A  Preferred  Stock
that shall at any time have been redeemed shall after such redemption,  have the
status of authorized but unissued  Preferred  Stock,  without  designation as to
class or  series  until  such  shares  are  once  more  designated  as part of a
particular class or series by the Board of Directors.

     Section 6. Voting  Rights.  (a) General.  Holders of the Series A Preferred
Stock will not have any voting rights, except as set forth below.

                  (b) Right to Elect Directors. (i) If at any time distributions
shall be in arrears (which means that, as to any such  quarterly  distributions,
the same have not been paid in full)  with  respect  to six (6) prior  quarterly
distribution  periods  (including  quarterly  periods on the Series A  Preferred
Units  prior to the  exchange  into Series A  Preferred  Stock),  whether or not
consecutive,  and shall not have  been paid in full (a  "Preferred  Distribution
Default"),  the  authorized  number of members of the Board of  Directors  shall
automatically  be  increased  by two and the  holders of record of such Series A
Preferred  Stock,  voting  together  as a single  class with the holders of each
class or series of Parity  Preferred  Stock upon which like  voting  rights have
been  conferred and are  exercisable,  will be entitled to fill the vacancies so
created by electing two additional directors to serve on the Corporation's Board
of Directors (the  "Preferred  Stock  Directors") at a special meeting called in
accordance  with Section  6(b)(ii) or at the next annual meeting of stockholders
and at each subsequent annual meeting of stockholders or special meeting held in
place thereof, until all such distributions in arrears and distributions for the
current  quarterly period on the Series A Preferred Stock and each such class or
series of Parity Preferred Stock have been paid in full.

     (ii) At any time  when such  voting  rights  shall  have  vested,  a proper
officer  of the  Corporation  shall  call or cause to be  called,  upon  written
request of holders of record of at least 10% of the outstanding shares of Series
A Preferred  Stock, a special meeting of the holders of Series A Preferred Stock
and all the series of Parity  Preferred Stock upon which like voting rights have
been conferred and are exercisable  (collectively,  the "Parity  Securities") by
mailing or causing to be mailed to such holders a notice of such special meeting
to be held not  less  than ten and not more  than 45 days  after  the date  such
notice  is  given.  The  record  date  for  determining  holders  of the  Parity
Securities entitled to notice of and to vote at such special meeting will be the
close of  business on the third  Business  Day  preceding  the day on which such
notice is mailed.  At any annual or special  meeting at which Parity  Securities
are entitled to vote, all of the holders of the Parity Securities,  by plurality
vote,  voting  together  as a single  class  without  regard to  series  will be
entitled  to  elect  two  directors  on the  basis of one  vote  per  $25.00  of
liquidation  preference  to which such Parity  Securities  are entitled by their
terms (excluding amounts in respect of accumulated and unpaid dividends) and not
cumulatively.  The holder or holders of Parity Securities representing one-third
of the total voting power of the Parity Securities then outstanding,  present in
person or by proxy,  will  constitute a quorum for the election of the Preferred
Stock Directors  except as otherwise  provided by law. Notice of all meetings at
which holders of the Series A Preferred  Stock shall be entitled to vote will be
given to such holders at their addresses as they appear in the transfer records.
At any such meeting or adjournment  thereof in the absence of a quorum,  subject
to the  provisions  of any  applicable  law,  the  holders of Parity  Securities
representing a majority of the voting power of the Parity Securities  present in
person or by proxy shall have the power to adjourn the meeting for the  election
of the Preferred Stock  Directors,  without notice other than an announcement at
the  meeting,  until a quorum is present.  If a Preferred  Distribution  Default
shall  terminate after the notice of an annual or special meeting has been given
but before such special meeting has been held, the Corporation shall, as soon as
practicable  after such  termination,  mail or cause to be mailed notice of such
termination  to  holders of the  Series A  Preferred  Stock that would have been
entitled to vote at such meeting.

     (iii) If and when all accumulated  distributions  and the  distribution for
the current  distribution period on the Series A Preferred Stock shall have been
paid in full or a sum sufficient  for such payment is  irrevocably  deposited in
trust for payment, the holders of the Series A Preferred Stock shall be divested
of the voting  rights set forth in Section 6(b) herein  (subject to revesting in
the  event  of each  and  every  Preferred  Distribution  Default)  and,  if all
distributions  in arrears and the  distributions  for the  current  distribution
period  have been paid in full or set  aside  for  payment  in full on all other
classes or series of Parity  Preferred  Stock upon which like voting rights have
been conferred and are exercisable,  the term and office of each Preferred Stock
Director so elected shall terminate. Any Preferred Stock Director may be removed
at any time with or  without  cause by the vote of,  and  shall  not be  removed
otherwise  than by the vote of,  the  holders  of  record of a  majority  of the
outstanding  Series A Preferred Stock when they have the voting rights set forth
in Section 6(b) (voting  separately  as a single class with all other classes or
series of Parity  Preferred  Stock  upon  which  like  voting  rights  have been
conferred  and are  exercisable).  So long as a Preferred  Distribution  Default
shall  continue,  any vacancy in the office of a Preferred Stock Director may be
filled by written consent of the Preferred  Stock Director  remaining in office,
or if none  remains in office,  by a vote of the holders of record of a majority
of the outstanding Series A Preferred Stock when they have the voting rights set
forth in  Section  6(b)  (voting  separately  as a single  class  with all other
classes or series of Parity  Preferred  Stock upon which like voting rights have
been conferred and are exercisable). The Preferred Stock Directors shall each be
entitled to one vote per director on any matter.

                  (c) Certain Voting  Rights.  So long as any Series A Preferred
Stock remains  outstanding,  the Corporation  shall not, without the affirmative
vote of the holders of at least  two-thirds of the Series A Preferred  Stock and
Series A Preferred Units outstanding at such time and not previously surrendered
in exchange for Series A Preferred  Stock together,  if applicable,  voting as a
single  class  based on the number of shares  into which such Series A Preferred
Units are then convertible (collectively, the "Voting Securities") (i) designate
or create,  or increase the  authorized or issued amount of, any class or series
of shares ranking prior to the Series A Preferred  Stock with respect to payment
of  distributions  or rights upon  liquidation,  dissolution  or  winding-up  or
reclassify any authorized  shares of the  Corporation  into any such shares,  or
create,  authorize or issue any  obligations or securities  convertible  into or
evidencing the right to purchase any such shares,  (ii) designate or create,  or
increase  the  authorized  or issued  amount of, any Parity  Preferred  Stock or
reclassify any authorized  shares of the  Corporation  into any such shares,  or
create,  authorize or issue any  obligations or securities  convertible  into or
evidencing  the right to purchase any such  shares,  but only to the extent such
Parity Preferred Stock is issued to an affiliate of the Corporation  (other than
Security  Capital  U.S.  Realty,   Security  Capital  Holdings,  S.A.  or  their
affiliates),  or (iii) either (A)  consolidate,  merge into or with,  or convey,
transfer or lease its assets substantially as an entirety, to any corporation or
other entity, or (B) amend,  alter or repeal the provisions of the Corporation's
Charter  (including these Articles of Amendment) or By-laws,  whether by merger,
consolidation  or otherwise,  in each case that would  materially  and adversely
affect the powers,  special rights,  preferences,  privileges or voting power of
the Series A Preferred Stock or the holders  thereof;  provided,  however,  that
with respect to the occurrence of a merger,  consolidation or a sale or lease of
all of the Corporation's  assets as an entirety,  so long as (a) the Corporation
is the surviving  entity and the Series A Preferred  Stock  remains  outstanding
with the terms thereof unchanged, or (b) the resulting,  surviving or transferee
entity is a corporation  organized  under the laws of any state and  substitutes
the Series A Preferred Stock for other preferred stock having  substantially the
same  terms and same  rights as the Series A  Preferred  Stock,  including  with
respect to distributions, voting rights and rights upon liquidation, dissolution
or  winding-up,  then the  occurrence  of any such event  shall not be deemed to
materially and adversely affect such rights,  privileges or voting powers of the
holders  of the  Series A  Preferred  Stock  and no vote of the  Series A Voting
Securities shall be required in such case and provided further that any increase
in the amount of authorized  Preferred  Stock or the creation or issuance of any
other  class or series  of  Preferred  Stock,  or any  increase  in an amount of
authorized  shares of each  class or  series,  in each case  ranking  either (a)
junior to the Series A Preferred Stock with respect to payment of  distributions
or the distribution of assets upon  liquidation,  dissolution or winding-up,  or
(b) on a parity  with the Series A  Preferred  Stock with  respect to payment of
distributions  or the  distribution of assets upon  liquidation,  dissolution or
winding-up  to the extent such  Preferred  Stock is not issued to a affiliate of
the  Corporation,  shall not be deemed to materially  and adversely  affect such
rights,  preferences,  privileges  or voting  powers  and no vote of the  Voting
Securities shall be required in such case.

                  Section 7. No Conversion  Rights.  The holders of the Series A
Preferred  Stock shall not have any rights to convert such shares into shares of
any other class or series of stock or into any other  securities of, or interest
in, the Corporation.

     Section 8. No Sinking  Fund. No sinking fund shall be  established  for the
retirement or redemption of Series A Preferred Stock.

                  Section  9. No  Preemptive  Rights.  No holder of the Series A
Preferred  Stock of the Corporation  shall, as such holder,  have any preemptive
rights  to  purchase  or  subscribe  for  additional  shares  of  stock  of  the
Corporation or any other security of the Corporation which it may issue or sell.

     FOURTH: The Series A Preferred Stock have been classified and designated by
the Board of Directors under the authority contained in the Charter.

     FIFTH:  These  Articles  of  Amendment  have been  approved by the Board of
Directors in the manner and by the vote required by law.

                  SIXTH:   The   undersigned   President   of  the   Corporation
acknowledges  these  Articles  of  Amendment  to be  the  corporate  act  of the
Corporation  and, as to all matters or facts required to be verified under oath,
the  undersigned  President  acknowledges  that to the  best  of his  knowledge,
information  and  belief,  these  matters  and  facts  are true in all  material
respects and that this statement is made under the penalties for perjury.

                            [Signature Page Follows]



<PAGE>


                  IN WITNESS WHEREOF,  the Corporation has caused these Articles
of  Amendment  to be  executed  under  seal in its name and on its behalf by its
Executive  Vice  President and attested to by its Secretary on this ________ day
of September, 1999

                                                   REGENCY REALTY CORPORATION


                                         By:          /s/ Bruce M. Johnson
                                                -----------------------------
                                           Name:        Bruce M. Johnson
                                          Title:       Executive Vice President
[SEAL]ATTEST:


         /s/ J. Christian Leavitt
Name:    J. Christian Leavitt
Title:   Secretary



<PAGE>


Fax Audit No.
Fax Audit No. ________________________                   10
Fax Audit No.
Prepared by: Linda Y. Kelso (FL Bar No. 298662)
                   Foley & Lardner
                   P.O. Box 240
                   Jacksonville, FL 32202
                   Telephone No. (904)359-2000
Fax Audit No. ________________________
              ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF
                           REGENCY REALTY CORPORATION
                     DESIGNATING THE PREFERENCES, RIGHTS AND
                        LIMITATIONS OF 850,000 SHARES OF
              8.75% SERIES B CUMULATIVE REDEEMABLE PREFERRED STOCK
                                 $0.01 Par Value

         Pursuant to Section  607.0602 of the Florida  Business  Corporation Act
("FBCA"), Regency Realty Corporation, a Florida corporation (the "Corporation"),
does hereby certify that:

                  FIRST: Pursuant to the authority expressly vested in the Board
of  Directors  of the  Corporation  by Section 4.2 of the  Amended and  Restated
Articles of  Incorporation  of the Corporation  (as amended,  the "Charter") and
Section  607.0602 of the FBCA,  the Board of Directors of the  Corporation  (the
"Board of  Directors"),  by  resolutions  duly  adopted on August  23,  1999 has
classified  850,000 shares of the authorized  but unissued  Preferred  Stock par
value $.0l per share ("Preferred Stock") as a separate class of Preferred Stock,
authorized  the  issuance  of a  maximum  of  850,000  shares  of such  class of
Preferred Stock,  set certain of the  preferences,  conversion and other rights,
voting powers, restrictions,  limitations as to dividends, qualifications, terms
and  conditions  of redemption  and other terms and  conditions of such class of
Preferred  Stock,  and  pursuant  to the powers  contained  in the Bylaws of the
Corporation and the FBCA,  appointed a committee (the  "Committee") of the Board
of Directors and delegated to the Committee,  to the fullest extent permitted by
the FBCA and the Charter and Bylaws of the Corporation,  all powers of the Board
of Directors  with respect to  designating,  and setting all other  preferences,
conversion  and other rights,  voting  powers,  restrictions,  limitations as to
dividends and other  distributions,  qualifications  and terms and conditions of
redemption of, such class of Preferred  Stock,  determining the number of shares
of such class of Preferred Stock (not in excess of the aforesaid maximum number)
to be issued and the  consideration  and other terms and  conditions  upon which
such  shares of such  class of  Preferred  Stock are to be  issued.  Shareholder
approval  was not required  under the Charter with respect to such  designation.
Capitalized  terms used and not otherwise  defined herein shall have the meaning
assigned thereto in the Charter.

                  SECOND: Pursuant to the authority conferred upon the Committee
as aforesaid,  the Committee has unanimously adopted resolutions designating the
aforesaid class of Preferred Stock as the "8.75% Series B Cumulative  Redeemable
Preferred Stock," setting the preferences,  conversion and other rights,  voting
powers,  restrictions,  limitations as to dividends,  qualifications,  terms and
conditions of redemption  and other terms and  conditions of such 8.75% Series B
Cumulative  Redeemable  Preferred  Stock (to the  extent not set by the Board of
Directors in the  resolutions  referred to in Article First of these Articles of
Amendment) and  authorizing the issuance of up to 850,000 shares of 8.75% Series
B Cumulative Redeemable Preferred Stock.

                  THIRD: The class of Preferred Stock of the Corporation created
by the resolutions duly adopted by the Board of Directors of the Corporation and
by the Committee and referred to in Articles  First and Second of these Articles
of  Amendment   shall  have  the  following   designation,   number  of  shares,
preferences,  conversion  and other  rights,  voting  powers,  restrictions  and
limitation as to dividends,  qualifications,  terms and conditions of redemption
and other terms and conditions:

                  Section  1.  Designation  and  Number.  A series of  Preferred
Stock,  designated the "8.75% Series B Cumulative  Redeemable  Preferred  Stock"
(the "Series B Preferred Stock") is hereby established.  The number of shares of
Series B Preferred Stock shall be 850,000.

                  Section  2. Rank.  The Series B  Preferred  Stock  will,  with
respect to  distributions  or rights upon voluntary or involuntary  liquidation,
winding-up  or  dissolution  of the  Corporation,  or both,  rank  senior to all
classes or series of Common Stock (as defined in the Charter) and to all classes
or series of equity  securities of the Corporation now or hereafter  authorized,
issued or outstanding other than any class or series of equity securities of the
Corporation  expressly  designated  as ranking on a parity with or senior to the
Series B  Preferred  Stock as to  distributions  or  rights  upon  voluntary  or
involuntary liquidation,  winding-up or dissolution of the Corporation, or both.
For purposes of these Articles of Amendment,  the term "Parity  Preferred Stock"
shall be used to refer  to any  class or  series  of  equity  securities  of the
Corporation  now  or  hereafter  authorized,  issued  or  outstanding  expressly
designated by the  Corporation to rank on a parity with Series B Preferred Stock
with  respect  to   distributions   or  rights  upon  voluntary  or  involuntary
liquidation,  winding-up  or  dissolution  of the  Corporation,  or both, as the
context may require,  whether or not the dividend rates,  dividend payment dates
or redemption or liquidation  prices per share or conversion  rights or exchange
rights shall be different from those of the Series B Preferred  Stock.  The term
"equity securities" does not include debt securities,  which will rank senior to
the Series B Preferred  Stock prior to conversion.  The Series B Preferred Stock
is  expressly  designated  as  ranking on a parity  with the Series A  Preferred
Stock.

                  Section  3.  Distributions.   (a)  Payment  of  Distributions.
Subject to the rights of holders of Parity  Preferred Stock as to the payment of
distributions  and holders of equity  securities issued after the date hereof in
accordance herewith ranking senior to the Series B Preferred Stock as to payment
of  distributions,  holders of Series B  Preferred  Stock  shall be  entitled to
receive,  when, as and if declared by the Board of Directors of the Corporation,
out of funds legally available for the payment of distributions, cumulative cash
distributions  at the  rate  per  annum  of  8.75%  of the  $100.00  liquidation
preference  per share of Series B  Preferred  Stock (the  "Distribution  Rate").
Notwithstanding  anything herein to the contrary, the Distribution Rate shall be
equal to the Coupon Rate (as defined in Amendment No. 1 to the Third Amended and
Restated Agreement of Limited Partnership of Regency Centers, L.P.) in effect at
the time of issuance of the Series C Preferred Stock. Such  distributions  shall
be  cumulative,  shall  accrue from the  original  date of issuance  and will be
payable  in cash (A)  quarterly  in  arrears,  on or  before  March  1,  June 1,
September 1 and December 1 of each year commencing on the first of such dates to
occur after the original date of issuance and, (B) in the event of a redemption,
on the redemption  date (each a "Series B Preferred Stock  Distribution  Payment
Date").  The amount of the distribution  payable for any period will be computed
based on the ratio basis of a 360-day year of twelve  30-day  months and for any
period  shorter  than  a full  quarterly  period  for  which  distributions  are
computed,  the amount of the distribution  payable will be computed on the basis
of the actual number of days elapsed in such quarterly period to 90 days. If any
date on which  distributions  are to be made on the Series B Preferred  Stock is
not a Business Day (as defined  herein),  then payment of the distribution to be
made on such date will be made on the next succeeding day that is a Business Day
(and without any interest or other  payment in respect of any such delay) except
that, if such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately  preceding  Business Day, in each case with the
same  force and effect as if made on such  date.  Distributions  on the Series B
Preferred  Stock will be made to the holders of record of the Series B Preferred
Stock on the relevant  record dates to be fixed by the Board of Directors of the
Corporation, which record dates shall be not less than 10 days and not more than
30 Business  Days prior to the relevant  Series B Preferred  Stock  Distribution
Payment Date (each a "Distribution  Record Date").  Notwithstanding  anything to
the contrary set forth herein, each share of Series B Preferred Stock shall also
continue  to  accrue  all  accrued  and  unpaid  distributions,  whether  or not
declared,  up to the exchange date on any Series B Preferred Unit (as defined in
the Third  Amended and  Restated  Agreement  of Limited  Partnership  of Regency
Centers,  L.P., dated as September 1, 1999 as amended by that certain  Amendment
No. 1 to Third Amended and Restated Agreement of Limited Partnership dated as of
September 3, 1999 (as amended,  the "Partnership  Agreement")) validly exchanged
into such share of Series B Preferred Stock in accordance with the provisions of
such Partnership Agreement.

                  The term  "Business  Day"  shall  mean each day,  other than a
Saturday or a Sunday,  which is not a day on which banking  institutions  in New
York, New York are authorized or required by law,  regulation or executive order
to close.

                  (b)  Distributions  Cumulative.  Distributions on the Series B
Preferred  Stock  will  accrue  whether or not the terms and  provisions  of any
agreement  of  the  Corporation,   including  any  agreement   relating  to  its
indebtedness at any time prohibit the current payment of distributions,  whether
or not the  Corporation  has  earnings,  whether or not there are funds  legally
available  for the  payment  of  such  distributions  and  whether  or not  such
distributions  are authorized or declared.  Accrued but unpaid  distributions on
the Series B Preferred  Stock will accumulate as of the Series B Preferred Stock
Distribution  Payment Date on which they first become payable.  Distributions on
account of arrears for any past distribution periods may be declared and paid at
any time,  without reference to a regular Series B Preferred Stock  Distribution
Payment Date to holders of record of the Series B Preferred  Stock on the record
date fixed by the Board of  Directors  which date shall be not less than 10 days
and not more than 30 Business  Days prior to the payment date.  Accumulated  and
unpaid distributions will not bear interest.

                  (c) Priority as to Distributions.  (i) So long as any Series B
Preferred Stock is outstanding,  no distribution of cash or other property shall
be authorized, declared, paid or set apart for payment on or with respect to any
class or  series of  Common  Stock or any class or series of other  stock of the
Corporation  ranking junior as to the payment of  distributions  to the Series B
Preferred Stock (such Common Stock or other junior stock, collectively,  "Junior
Stock"), nor shall any cash or other property be set aside for or applied to the
purchase,  redemption or other  acquisition  for  consideration  of any Series B
Preferred Stock, any Parity Preferred Stock with respect to distributions or any
Junior Stock, unless in each case, all distributions accumulated on all Series B
Preferred Stock and all classes and series of outstanding Parity Preferred Stock
as to payment of  distributions  have been paid in full. The foregoing  sentence
will not prohibit (i)  distributions  payable  solely in Junior Stock,  (ii) the
conversion of Series B Preferred  Stock,  Junior Stock or Parity Preferred Stock
into stock of the Corporation  ranking junior to the Series B Preferred Stock as
to  distributions,  and (iii)  purchases  by the  Corporation  of such  Series B
Preferred  Stock or Parity  Preferred  Stock with  respect to  distributions  or
Junior  Stock  pursuant  to Article 5 of the  Charter to the extent  required to
preserve the Corporation's status as a real estate investment trust.

     (ii)  So  long as  distributions  have  not  been  paid  in full  (or a sum
sufficient  for such full  payment  is not  irrevocably  deposited  in trust for
payment) upon the Series B Preferred  Stock,  all  distributions  authorized and
declared  on the  Series  B  Preferred  Stock  and  all  classes  or  series  of
outstanding  Parity  Preferred  Stock  with  respect to  distributions  shall be
authorized  and  declared  so that the amount of  distributions  authorized  and
declared per share of Series B Preferred  Stock and such other classes or series
of Parity  Preferred  Stock shall in all cases bear to each other the same ratio
that accrued  distributions  per share on the Series B Preferred  Stock and such
other classes or series of Parity  Preferred  Stock (which shall not include any
accumulation in respect of unpaid  distributions for prior distribution  periods
if such  class or  series  of  Parity  Preferred  Stock  do not have  cumulative
distribution rights) bear to each other.

     (d) No Further  Rights.  Holders of Series B  Preferred  Stock shall not be
entitled  to any  distributions,  whether  payable in cash,  other  property  or
otherwise, in excess of the full cumulative distributions described herein.

                  Section 4. Liquidation Preference.  (a) Payment of Liquidation
Distributions.  Subject to the rights of holders of Parity  Preferred Stock with
respect to rights upon any voluntary or involuntary liquidation,  dissolution or
winding-up of the Corporation,  the holders of Series B Preferred Stock shall be
entitled to receive out of the assets of the Corporation  legally  available for
distribution or the proceeds  thereof,  after payment or provision for debts and
other liabilities of the Corporation, but before any payment or distributions of
the assets shall be made to holders of Common Stock or any other class or series
of shares of the  Corporation  that ranks junior to the Series B Preferred Stock
as to rights upon liquidation,  dissolution or winding-up of the Corporation, an
amount equal to the sum of (i) a liquidation  preference of $100.00 per share of
Series B Preferred Stock, and (ii) an amount equal to any accumulated and unpaid
distributions  thereon,  whether or not declared, to the date of payment. In the
event that,  upon such  voluntary or  involuntary  liquidation,  dissolution  or
winding-up,  there are insufficient assets to permit full payment of liquidating
distributions  to the  holders  of  Series  B  Preferred  Stock  and any  Parity
Preferred Stock as to rights upon liquidation,  dissolution or winding-up of the
Corporation, all payments of liquidating distributions on the Series B Preferred
Stock and such Parity  Preferred Stock shall be made so that the payments on the
Series B Preferred Stock and such Parity Preferred Stock shall in all cases bear
to each  other  the  same  ratio  that the  respective  rights  of the  Series B
Preferred  Stock and such other Parity  Preferred Stock (which shall not include
any  accumulation  in respect  of unpaid  distributions  for prior  distribution
periods  if such  Parity  Preferred  Stock do not have  cumulative  distribution
rights) upon  liquidation,  dissolution or winding-up of the Corporation bear to
each other.

                  (b)  Notice.   Written   notice  of  any  such   voluntary  or
involuntary liquidation,  dissolution or winding-up of the Corporation,  stating
the  payment  date or dates  when,  and the place or places  where,  the amounts
distributable in such circumstances shall be payable,  shall be given by (i) fax
and (ii) by first class mail,  postage  pre-paid,  not less than 30 and not more
that 60 days prior to the payment date stated therein,  to each record holder of
the Series B Preferred Stock at the respective  addresses of such holders as the
same shall appear on the share transfer records of the Corporation.

     (c) No Further Rights.  After payment of the full amount of the liquidating
distributions  to which they are  entitled,  the  holders of Series B  Preferred
Stock  will  have no  right  or  claim  to any of the  remaining  assets  of the
Corporation.

                  (d) Consolidation  Merger or Certain Other  Transactions.  The
voluntary sale,  conveyance,  lease,  exchange or transfer (for cash,  shares of
stock,  securities or other  consideration)  of all or substantially  all of the
property  or assets of the  Corporation  to, or the  consolidation  or merger or
other business  combination of the  Corporation  with or into, any  corporation,
trust or other entity (or of any corporation, trust or other entity with or into
the Corporation) shall not be deemed to constitute a liquidation, dissolution or
winding-up of the Corporation.

                  (e)  Permissible  Distributions.   In  determining  whether  a
distribution (other than upon voluntary liquidation) by dividend,  redemption or
other  acquisition  of  shares  of  stock of the  Corporation  or  otherwise  is
permitted  under the FBCA,  no effect  shall be given to  amounts  that would be
needed, if the Corporation were to be dissolved at the time of the distribution,
to satisfy  the  preferential  rights upon  dissolution  of holders of shares of
stock of the Corporation whose preferential rights upon dissolution are superior
to those receiving the distribution.

                  Section  5.  Optional   Redemption.   (a)  Right  of  Optional
Redemption.  The Series B Preferred Stock may not be redeemed prior to September
3, 2004. On or after such date, the  Corporation  shall have the right to redeem
the Series B Preferred  Stock,  in whole or in part, at any time or from time to
time,  upon  not less  than 30 nor  more  than 60  days'  written  notice,  at a
redemption  price,  payable  in cash,  equal to  $100.00  per  share of Series B
Preferred  Stock  plus  accumulated  and  unpaid  distributions,  whether or nor
declared, to the date of redemption. If fewer than all of the outstanding shares
of Series B Preferred Stock are to be redeemed, the shares of Series B Preferred
Stock to be  redeemed  shall be  selected  pro rata (as  nearly  as  practicable
without creating fractional shares).

                  (b) Limitation on Redemption.  (i) The redemption price of the
Series  B  Preferred  Stock  (other  than  the  portion  thereof  consisting  of
accumulated  but  unpaid  distributions)  will  be  payable  solely  out of sale
proceeds  of capital  stock of the  Corporation  and from no other  source.  For
purposes of the preceding sentence,  "capital stock" means any equity securities
(including  Common Stock and Preferred  Stock),  shares,  participation or other
ownership  interests  (however  designated)  and any  rights  (other  than  debt
securities convertible into or exchangeable for equity securities) or options to
purchase any of the foregoing.

     (ii) The  Corporation  may not  redeem  fewer  than all of the  outstanding
shares  of  Series  B  Preferred   Stock  unless  all   accumulated  and  unpaid
distributions  have been paid on all Series B Preferred  Stock for all quarterly
distribution periods terminating on or prior to the date of redemption.

                  (c) Procedures for  Redemption.  (i) Notice of redemption will
be (i) faxed, and (ii) mailed by the Corporation, postage prepaid, not less than
30 nor  more  than  60 days  prior  to the  redemption  date,  addressed  to the
respective  holders of record of the Series B Preferred  Stock to be redeemed at
their  respective  addresses  as they  appear  on the  transfer  records  of the
Corporation.  No  failure  to give or defect in such  notice  shall  affect  the
validity of the  proceedings  for the redemption of any Series B Preferred Stock
except as to the holder to whom such  notice  was  defective  or not  given.  In
addition to any  information  required by law or by the applicable  rules of any
exchange  upon which the Series B  Preferred  Stock may be listed or admitted to
trading,  each such  notice  shall  state:  (i) the  redemption  date,  (ii) the
redemption  price,  (iii) the number of shares of Series B Preferred Stock to be
redeemed, (iv) the place or places where such shares of Series B Preferred Stock
are  to  be  surrendered  for  payment  of  the  redemption   price,   (v)  that
distributions  on the  Series B  Preferred  Stock to be  redeemed  will cease to
accumulate on such redemption date and (vi) that payment of the redemption price
and any accumulated and unpaid  distributions will be made upon presentation and
surrender of such Series B Preferred  Stock.  If fewer than all of the shares of
Series B  Preferred  Stock  held by any holder  are to be  redeemed,  the notice
mailed  to such  holder  shall  also  specify  the  number of shares of Series B
Preferred Stock held by such holder to be redeemed.

     (ii) If the Corporation gives a notice of redemption in respect of Series B
Preferred Stock (which notice will be irrevocable) then, by 12:00 noon, New York
City time, on the redemption date, the Corporation  will deposit  irrevocably in
trust for the  benefit of the Series B  Preferred  Stock  being  redeemed  funds
sufficient to pay the  applicable  redemption  price' plus any  accumulated  and
unpaid  distributions,  whether or not  declared,  if any, on such shares to the
date  fixed  for  redemption,   without  interest,  and  will  give  irrevocable
instructions  and authority to pay such redemption price and any accumulated and
unpaid  distributions,  if any,  on such  shares to the  holders of the Series B
Preferred  Stock  upon  surrender  of the  certificate  evidencing  the Series B
Preferred  Stock by such  holders  at the  place  designated  in the  notice  of
redemption.  If  fewer  than all  Series  B  Preferred  Stock  evidenced  by any
certificate is being redeemed,  a new certificate shall be issued upon surrender
of the  certificate  evidencing  all Series B Preferred  Stock,  evidencing  the
unredeemed  Series B Preferred Stock without cost to the holder thereof.  On and
after the date of  redemption,  distributions  will cease to  accumulate  on the
Series B Preferred Stock or portions  thereof called for redemption,  unless the
Corporation defaults in the payment thereof. If any date fixed for redemption of
Series B Preferred  Stock is not a Business Day, then payment of the  redemption
price  payable  on such date will be made on the next  succeeding  day that is a
Business Day (and  without any interest or other  payment in respect of any such
delay) except that, if such Business Day falls in the next calendar  year,  such
payment will be made on the  immediately  preceding  Business  Day, in each case
with the same force and effect as if made on such date fixed for redemption.  If
payment of the redemption  price or any accumulated or unpaid  distributions  in
respect of the Series B Preferred  Stock is  improperly  withheld or refused and
not paid by the Corporation, distributions on such Series B Preferred Stock will
continue to accumulate from the original redemption date to the date of payment,
in which  case the actual  payment  date will be  considered  the date fixed for
redemption for purposes of calculating the applicable  redemption  price and any
accumulated and unpaid distributions.

                  (d) Status of Redeemed  Stock.  Any Series B  Preferred  Stock
that shall at any time have been redeemed shall after such redemption,  have the
status of authorized but unissued  Preferred  Stock,  without  designation as to
class or  series  until  such  shares  are  once  more  designated  as part of a
particular class or series by the Board of Directors.

     Section 6. Voting  Rights.  (a) General.  Holders of the Series B Preferred
Stock will not have any voting rights, except as set forth below.

                  (b) Right to Elect Directors. (i) If at any time distributions
shall be in arrears  (which means that as to any such  quarterly  distributions,
the same have not been paid in full)  with  respect  to six (6) prior  quarterly
distribution  periods  (including  quarterly  periods on the Series B  Preferred
Units  prior to the  exchange  into Series B  Preferred  Stock),  whether or not
consecutive,  and  shall  not have  been  paid in full (a  "Series  B  Preferred
Distribution  Default"),  the  authorized  number  of  members  of the  Board of
Directors shall  automatically  be increased by two and the holders of record of
such  Series B  Preferred  Stock,  voting  together  as a single  class with the
holders of each class or series of Parity Preferred Stock upon which like voting
rights have been  conferred  and are  exercisable,  will be entitled to fill the
vacancies  so created  by  electing  two  additional  directors  to serve on the
Corporation's  Board of Directors (the "Preferred Stock Directors") at a special
meeting  called in  accordance  with Section  6(b)(ii),  and at each  subsequent
annual meeting of stockholders  or special meeting held in place thereof,  until
all such  distributions in arrears and  distributions  for the current quarterly
period on the Series B  Preferred  Stock and each such class or series of Parity
Preferred Stock have been paid in full.

     (ii) At any time  when such  voting  rights  shall  have  vested,  a proper
officer  of the  Corporation  shall  call or cause to be  called,  upon  written
request of holders of record of at least 10% of the outstanding shares of Series
B Preferred  Stock, a special meeting of the holders of Series B Preferred Stock
and all the series of Parity  Preferred Stock upon which like voting rights have
been conferred and are exercisable  (collectively,  the "Parity  Securities") by
mailing or causing to be mailed to such holders a notice of such special meeting
to be held not  less  than ten and not more  than 45 days  after  the date  such
notice  is  given.  The  record  date  for  determining  holders  of the  Parity
Securities entitled to notice of and to vote at such special meeting will be the
close of  business on the third  Business  Day  preceding  the day on which such
notice is mailed.  At any annual or special  meeting at which Parity  Securities
are entitled to vote, all of the holders of the Parity Securities,  by plurality
vote,  voting  together  as a single  class  without  regard to  series  will be
entitled  to  elect  two  directors  on the  basis of one  vote  per  $25.00  of
liquidation  preference  to which such Parity  Securities  are entitled by their
terms (excluding amounts in respect of accumulated and unpaid dividends) and not
cumulatively.  The  holder or  holders  of the  Parity  Securities  representing
one-third of the total voting power of the Parity  Securities then  outstanding,
present in person or by proxy,  will constitute a quorum for the election of the
Preferred  Stock  Directors  except as otherwise  provided by law. Notice of all
meetings at which  holders of the Series B Preferred  Stock shall be entitled to
vote will be given to such  holders  at their  addresses  as they  appear in the
transfer records. At any such meeting or adjournment thereof in the absence of a
quorum,  subject to the  provisions  of any  applicable  law, the holders of the
Parity  Securities  representing  a majority  of the voting  power of the Parity
Securities  present in person or by proxy  shall  have the power to adjourn  the
meeting for the election of the Preferred Stock Directors,  without notice other
than an  announcement at the meeting,  until a quorum is present.  If a Series B
Preferred  Distribution Default shall terminate after the notice of an annual or
special  meeting has been given but before such  special  meeting has been held,
the Corporation  shall, as soon as practicable after such  termination,  mail or
cause to be  mailed  notice  of such  termination  to  holders  of the  Series B
Preferred Stock that would have been entitled to vote at such meeting.

     (iii) If and when all accumulated  distributions  and the  distribution for
the current  distribution period on the Series B Preferred Stock shall have been
paid in full or a sum sufficient  for such payment is  irrevocably  deposited in
trust for payment, the holders of the Series B Preferred Stock shall be divested
of the voting  rights set forth in Section 6(b) herein  (subject to revesting in
the event of each and every Series B Preferred Distribution Default) and, if all
distributions  in arrears and the  distributions  for the  current  distribution
period  have been paid in full or set  aside  for  payment  in full on all other
classes or series of Parity  Preferred  Stock upon which like voting rights have
been conferred and are exercisable, the terms and office of each Preferred Stock
Director so elected shall terminate. Any Preferred Stock Director may be removed
at any time with or  without  cause by the vote of,  and  shall  not be  removed
otherwise  than by the vote of,  the  holders  of  record of a  majority  of the
outstanding  Series B Preferred Stock when they have the voting rights set forth
in Section 6(b) (voting  separately  as a single class with all other classes or
series of Parity  Preferred  Stock  upon  which  like  voting  rights  have been
conferred  and are  exercisable).  So long as a Series B Preferred  Distribution
Default shall continue,  any vacancy in the office of a Preferred Stock Director
may be filled by written  consent of the Preferred  Stock Director  remaining in
office,  or if none  remains in office,  by a vote of the holders of record of a
majority of the  outstanding  Series B Preferred Stock when they have the voting
rights set forth in Section 6(b) (voting  separately  as a single class with all
other classes or series of Parity  Preferred Stock upon which like voting rights
have been conferred and are  exercisable).  The Preferred  Stock Directors shall
each be entitled to one vote per director on any matter.

                  (c) Certain Voting  Rights.  So long as any Series B Preferred
Stock or Series C Preferred Unit remains outstanding, the Corporation shall not,
without the affirmative vote of the holders of at least two-thirds of the Series
B  Preferred  Stock  and  Series  B  Preferred  Units  outstanding  at the  time
(together, if applicable,  voting as a single class) (collectively,  the "Voting
Securities")  (i)  designate  or create,  or increase the  authorized  or issued
amount of, any class or series of shares ranking prior to the Series B Preferred
Stock  with  respect to payment of  distributions  or rights  upon  liquidation,
dissolution or winding-up or reclassify any authorized shares of the Corporation
into  any  such  shares,  or  create,  authorize  or issue  any  obligations  or
securities convertible into or evidencing the right to purchase any such shares,
(ii)  designate or create,  or increase the  authorized or issued amount of, any
Parity  Preferred  Stock or reclassify any authorized  shares of the Corporation
into  any  such  shares,  or  create,  authorize  or issue  any  obligations  or
securities convertible into or evidencing the right to purchase any such shares,
but only to the extent such Parity  Preferred Stock is issued to an affiliate of
the  Corporation  (other than Security  Capital U.S.  Realty,  Security  Capital
Holdings, S.A. or their affiliates purchasing preferred stock of the same series
on the same terms as  non-affiliates),  or (iii) either (A)  consolidate,  merge
into or with,  or  convey,  transfer  or lease its  assets  substantially  as an
entirety,  to any corporation or other entity, or (B) amend, alter or repeal the
provisions of the Corporation's  Charter (including these Articles of Amendment)
or By-laws,  whether by merger,  consolidation  or otherwise,  in each case that
would materially and adversely affect the powers,  special rights,  preferences,
privileges  or  voting  power of the  Series B  Preferred  Stock or the  holders
thereof;  provided,  however,  that with respect to the  occurrence of a merger,
consolidation  or a sale  or  lease  of all of the  Corporation's  assets  as an
entirety,  so long as (a) the Corporation is the surviving entity and the Series
B Preferred  Stock remains  outstanding  (or remains  exchangeable  for Series B
Preferred  Units)  with  the  terms  thereof  unchanged,  or (b) the  resulting,
surviving or transferee entity is a corporation  organized under the laws of any
state and  substitutes  the Series B Preferred  Stock for other  preferred stock
having  substantially  the same terms and same  rights as the Series B Preferred
Stock,  including with respect to  distributions,  voting rights and rights upon
liquidation,  dissolution or  winding-up,  then the occurrence of any such event
shall not be deemed to materially and adversely  affect such rights,  privileges
or voting  powers of the holders of the Series B Preferred  Stock and no vote of
the Series B Preferred Stock shall be required in such case and provided further
that any increase in the amount of authorized Preferred Stock or the creation or
issuance of any other class or series of Preferred  Stock, or any increase in an
amount of authorized shares of each class or series, in each case ranking either
(a)  junior  to the  Series  B  Preferred  Stock  with  respect  to  payment  of
distributions  and the distribution of assets upon  liquidation,  dissolution or
winding-up, or (b) on a parity with the Series B Preferred Stock with respect to
payment  of  distributions  and the  distribution  of assets  upon  liquidation,
dissolution or winding-up to the extent such Preferred Stock is not issued to an
affiliate of the Corporation (other than Security Capital U.S. Realty,  Security
Capital  Holdings,  S.A. or their affiliates  purchasing  preferred stock of the
same  series  on the same  terms as  non-affiliates),  shall  not be  deemed  to
materially and adversely affect such rights,  preferences,  privileges or voting
powers and no vote of the Voting Securities shall be required in such case.

                  Section 7. No Conversion  Rights.  The holders of the Series B
Preferred  Stock shall not have any rights to convert such shares into shares of
any other class or series of stock or into any other  securities of, or interest
in, the Corporation.

     Section 8. No Sinking  Fund. No sinking fund shall be  established  for the
retirement or redemption of Series B Preferred Stock.

                  Section  9. No  Preemptive  Rights.  No holder of the Series B
Preferred  Stock of the Corporation  shall, as such holder,  have any preemptive
rights  to  purchase  or  subscribe  for  additional  shares  of  stock  of  the
Corporation or any other security of the Corporation which it may issue or sell.

     FOURTH: The Series B Preferred Stock have been classified and designated by
the Board of Directors under the authority contained in the Charter.

     FIFTH:  These  Articles  of  Amendment  have been  approved by the Board of
Directors in the manner and by the vote required by law.

                  SIXTH: The undersigned Officer of the Corporation acknowledges
these Articles of Amendment to be the corporate act of the  Corporation  and, as
to all  matters or facts  required to be verified  under oath,  the  undersigned
Officer acknowledges that to the best of his knowledge,  information and belief,
these  matters  and  facts  are true in all  material  respects  and  that  this
statement is made under the penalties for perjury.

                            [Signature Page Follows]




<PAGE>


Fax Audit No. ________________________                   11
         IN WITNESS  WHEREOF,  the  Corporation  has caused  these  Articles  of
Amendment  to be  executed  under  seal in its  name  and on its  behalf  by its
Executive Vice President and attested to by its Secretary on this __________ day
of September, 1999.

                                                   REGENCY REALTY CORPORATION



                                            By:          /s/ Bruce M. Johnson
                                                       Name: Bruce M. Johnson
                                             Title:  Executive Vice President


[SEAL]

[ATTEST]



         /s/ J. Christian Leavitt
Name:  J. Christian Leavitt
Title:  Secretary




<PAGE>




              ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF
                           REGENCY REALTY CORPORATION
                     DESIGNATING THE PREFERENCES, RIGHTS AND
                        LIMITATIONS OF 750,000 SHARES OF
               9.0% SERIES C CUMULATIVE REDEEMABLE PREFERRED STOCK
                                 $0.01 Par Value

                  Pursuant  to  Section   607.0602   of  the  Florida   Business
Corporation Act ("FBCA"), Regency Realty Corporation, a Florida corporation (the
"Corporation"), does hereby certify that:

                  FIRST: Pursuant to the authority expressly vested in the Board
of  Directors  of the  Corporation  by Section 4.2 of the  Amended and  Restated
Articles of  Incorporation  of the Corporation  (as amended,  the "Charter") and
Section  607.0602 of the FBCA,  the Board of Directors of the  Corporation  (the
"Board of  Directors"),  by  resolutions  duly  adopted on August  23,  1999 has
classified  750,000 shares of the authorized  but unissued  Preferred  Stock par
value $.0l per share ("Preferred Stock") as a separate class of Preferred Stock,
authorized  the  issuance  of a  maximum  of  750,000  shares  of such  class of
Preferred Stock,  set certain of the  preferences,  conversion and other rights,
voting powers, restrictions,  limitations as to dividends, qualifications, terms
and  conditions  of redemption  and other terms and  conditions of such class of
Preferred  Stock,  and  pursuant  to the powers  contained  in the Bylaws of the
Corporation and the FBCA,  appointed a committee (the  "Committee") of the Board
of Directors and delegated to the Committee,  to the fullest extent permitted by
the FBCA and the Charter and Bylaws of the Corporation,  all powers of the Board
of Directors  with respect to  designating,  and setting all other  preferences,
conversion  and other rights,  voting  powers,  restrictions,  limitations as to
dividends and other  distributions,  qualifications  and terms and conditions of
redemption of, such class of Preferred  Stock,  determining the number of shares
of such class of Preferred Stock (not in excess of the aforesaid maximum number)
to be issued and the  consideration  and other terms and  conditions  upon which
such  shares of such  class of  Preferred  Stock are to be  issued.  Shareholder
approval  was not required  under the Charter with respect to such  designation.
Capitalized  terms used and not otherwise  defined herein shall have the meaning
assigned thereto in the Charter.

                  SECOND: Pursuant to the authority conferred upon the Committee
as aforesaid,  the Committee has unanimously adopted resolutions designating the
aforesaid class of Preferred  Stock as the "9.0% Series C Cumulative  Redeemable
Preferred Stock," setting the preferences,  conversion and other rights,  voting
powers,  restrictions,  limitations as to dividends,  qualifications,  terms and
conditions  of redemption  and other terms and  conditions of such 9.0% Series C
Cumulative  Redeemable  Preferred  Stock (to the  extent not set by the Board of
Directors in the  resolutions  referred to in Article First of these Articles of
Amendment) and authorizing the issuance of up to 750,000 shares of 9.0% Series C
Cumulative Redeemable Preferred Stock.

                  THIRD: The class of Preferred Stock of the Corporation created
by the resolutions duly adopted by the Board of Directors of the Corporation and
by the Committee and referred to in Articles  First and Second of these Articles
of  Amendment   shall  have  the  following   designation,   number  of  shares,
preferences,  conversion  and other  rights,  voting  powers,  restrictions  and
limitation as to dividends,  qualifications,  terms and conditions of redemption
and other terms and conditions:

                  Section  1.  Designation  and  Number.  A series of  Preferred
Stock, designated the "9.0% Series C Cumulative Redeemable Preferred Stock" (the
"Series C  Preferred  Stock")  is hereby  established.  The  number of shares of
Series C Preferred Stock shall be 750,000.

                  Section  2. Rank.  The Series C  Preferred  Stock  will,  with
respect to  distributions  or rights upon voluntary or involuntary  liquidation,
winding-up  or  dissolution  of the  Corporation,  or both,  rank  senior to all
classes or series of Common Stock (as defined in the Charter) and to all classes
or series of equity  securities of the Corporation now or hereafter  authorized,
issued or outstanding other than any class or series of equity securities of the
Corporation  expressly  designated  as ranking on a parity with or senior to the
Series C  Preferred  Stock as to  distributions  or  rights  upon  voluntary  or
involuntary liquidation,  winding-up or dissolution of the Corporation, or both.
For purposes of these Articles of Amendment,  the term "Parity  Preferred Stock"
shall be used to refer  to any  class or  series  of  equity  securities  of the
Corporation  now  or  hereafter  authorized,  issued  or  outstanding  expressly
designated by the  Corporation to rank on a parity with Series C Preferred Stock
with  respect  to   distributions   or  rights  upon  voluntary  or  involuntary
liquidation,  winding-up  or  dissolution  of the  Corporation,  or both, as the
context may require,  whether or not the dividend rates,  dividend payment dates
or redemption or liquidation  prices per share or conversion  rights or exchange
rights shall be different from those of the Series C Preferred  Stock.  The term
"equity securities" does not include debt securities,  which will rank senior to
the Series C Preferred  Stock prior to conversion.  The Series C Preferred Stock
is expressly designated as ranking on a parity with the Series A Preferred Stock
and the Series B Preferred Stock.

                  Section  3.  Distributions.   (a)  Payment  of  Distributions.
Subject to the rights of holders of Parity  Preferred Stock as to the payment of
distributions  and holders of equity  securities issued after the date hereof in
accordance herewith ranking senior to the Series C Preferred Stock as to payment
of  distributions,  holders of Series C  Preferred  Stock  shall be  entitled to
receive,  out of funds  legally  available  for the  payment  of  distributions,
cumulative  preferential cash distributions at the rate per annum of 9.0% of the
$100.00  liquidation  preference  per share of Series C  Preferred  Stock.  Such
distributions  shall be  cumulative,  shall  accrue  from the  original  date of
issuance  and will be payable in cash when,  as and if  declared by the Board of
Directors of the  Corporation  (A) quarterly in arrears,  on or before March 31,
June 30,  September 30 and December 31 of each year  commencing  on the first of
such dates to occur after the original date of issuance and, (B) in the event of
a  redemption,  on the  redemption  date  (each  a  "Series  C  Preferred  Stock
Distribution  Payment  Date").  The amount of the  distribution  payable for any
period will be computed on the basis of a 360-day year of twelve  30-day  months
and for any period shorter than a full quarterly period for which  distributions
are computed,  the amount of the distribution  payable will be computed based on
the ratio of the actual  number of days elapsed in such  quarterly  period to 90
days.  If any  date  on  which  distributions  are to be made  on the  Series  C
Preferred Stock is not a Business Day (as defined  herein),  then payment of the
distribution  to be made on such  date will be made on the next  succeeding  day
that is a Business Day (and without any interest or other  payment in respect of
any such delay)  except that,  if such  Business  Day is in the next  succeeding
calendar year, such payment shall be made on the immediately  preceding Business
Day,  in each case  with the same  force  and  effect  as if made on such  date.
Distributions  on the Series C  Preferred  Stock will be made to the  holders of
record of the Series C Preferred  Stock on the relevant record dates to be fixed
by the Board of  Directors of the  Corporation,  which record dates shall be not
less  than 10 days and not more  than 30  Business  Days  prior to the  relevant
Series C Preferred Stock Distribution  Payment Date (each a "Distribution Record
Date"). Notwithstanding anything to the contrary set forth herein, each share of
Series C Preferred  Stock  shall also  continue to accrue all accrued and unpaid
distributions,  whether or not declared, up to the exchange date on any Series C
Preferred  Unit (as  defined in the Third  Amended  and  Restated  Agreement  of
Limited  Partnership  of Regency  Centers,  L.P.,  dated as September 1, 1999 as
amended by that certain Amendment No. 2 to Third Amended and Restated  Agreement
of  Limited  Partnership  dated  as  of  September  3,  1999  (as  amended,  the
"Partnership  Agreement"))  validly  exchanged  into  such  share  of  Series  C
Preferred Stock in accordance with the provisions of such Partnership Agreement.

         The term "Business Day" shall mean each day, other than a Saturday or a
Sunday,  which is not a day on which banking  institutions in New York, New York
are authorized or required by law, regulation or executive order to close.

                  (b)  Distributions  Cumulative.  Distributions on the Series C
Preferred  Stock  will  accrue  whether or not the terms and  provisions  of any
agreement  of  the  Corporation,   including  any  agreement   relating  to  its
indebtedness at any time prohibit the current payment of distributions,  whether
or not the  Corporation  has  earnings,  whether or not there are funds  legally
available  for the  payment  of  such  distributions  and  whether  or not  such
distributions  are authorized or declared.  Accrued but unpaid  distributions on
the Series C Preferred  Stock will accumulate as of the Series C Preferred Stock
Distribution  Payment Date on which they first become payable.  Distributions on
account of arrears for any past distribution periods may be declared and paid at
any time,  without reference to a regular Series C Preferred Stock  Distribution
Payment Date to holders of record of the Series C Preferred  Stock on the record
date fixed by the Board of  Directors  which date shall be not less than 10 days
and not more than 30 Business  Days prior to the payment date.  Accumulated  and
unpaid distributions will not bear interest.

                  (c) Priority as to Distributions.  (i) So long as any Series C
Preferred Stock is outstanding,  no distribution of cash or other property shall
be authorized, declared, paid or set apart for payment on or with respect to any
class or  series of  Common  Stock or any class or series of other  stock of the
Corporation  ranking  junior as to the  payment of  distributions  to the Parity
Preferred Stock (such Common Stock or other junior stock, collectively,  "Junior
Stock"), nor shall any cash or other property be set aside for or applied to the
purchase,  redemption or other  acquisition  for  consideration  of any Series C
Preferred Stock, any Parity Preferred Stock with respect to distributions or any
Junior Stock, unless in each case, all distributions accumulated on all Series C
Preferred Stock and all classes and series of outstanding Parity Preferred Stock
as to payment of  distributions  have been paid in full. The foregoing  sentence
will not prohibit (i)  distributions  payable  solely in Junior Stock,  (ii) the
conversion of Series C Preferred  Stock,  Junior Stock or Parity Preferred Stock
into stock of the Corporation  ranking junior to the Series C Preferred Stock as
to  distributions,  and (iii)  purchases  by the  Corporation  of such  Series C
Preferred  Stock or Parity  Preferred  Stock with  respect to  distributions  or
Junior  Stock  pursuant  to Article 5 of the  Charter to the extent  required to
preserve the Corporation's status as a real estate investment trust.

     (ii)  So  long as  distributions  have  not  been  paid  in full  (or a sum
sufficient  for such full  payment  is not  irrevocably  deposited  in trust for
payment) upon the Series C Preferred  Stock,  all  distributions  authorized and
declared  on the  Series  C  Preferred  Stock  and  all  classes  or  series  of
outstanding  Parity  Preferred  Stock  with  respect to  distributions  shall be
authorized  and  declared  so that the amount of  distributions  authorized  and
declared per share of Series C Preferred  Stock and such other classes or series
of Parity  Preferred  Stock shall in all cases bear to each other the same ratio
that accrued  distributions  per share on the Series C Preferred  Stock and such
other classes or series of Parity  Preferred  Stock (which shall not include any
accumulation in respect of unpaid  distributions for prior distribution  periods
if such  class or series  of Parity  Preferred  Stock  does not have  cumulative
distribution rights) bear to each other.

     (d) No Further  Rights.  Holders of Series C  Preferred  Stock shall not be
entitled  to any  distributions,  whether  payable in cash,  other  property  or
otherwise, in excess of the full cumulative distributions described herein.

                  Section 4. Liquidation Preference.  (a) Payment of Liquidation
Distributions.  Subject to the rights of holders of Parity  Preferred Stock with
respect to rights upon any voluntary or involuntary liquidation,  dissolution or
winding-up of the Corporation and subject to equity securities ranking senior to
the Series C  Preferred  Stock  with  respect to rights  upon any  voluntary  or
involuntary  liquidation,  dissolution  or  winding-up of the  Corporation,  the
holders of Series C  Preferred  Stock  shall be  entitled  to receive out of the
assets of the  Corporation  legally  available for  distribution or the proceeds
thereof,  after  payment or  provision  for debts and other  liabilities  of the
Corporation, but before any payment or distributions of the assets shall be made
to  holders  of  Common  Stock or any  other  class or  series  of shares of the
Corporation  that ranks junior to the Series C Preferred Stock as to rights upon
liquidation,  dissolution or winding-up of the  Corporation,  an amount equal to
the sum of (i) a  liquidation  preference  of  $100.00  per  share  of  Series C
Preferred  Stock,  and  (ii) an  amount  equal  to any  accumulated  and  unpaid
distributions  thereon,  whether or not declared, to the date of payment. In the
event that,  upon such  voluntary or  involuntary  liquidation,  dissolution  or
winding-up,  there are insufficient assets to permit full payment of liquidating
distributions  to the  holders  of  Series  C  Preferred  Stock  and any  Parity
Preferred Stock as to rights upon liquidation,  dissolution or winding-up of the
Corporation, all payments of liquidating distributions on the Series C Preferred
Stock and such Parity  Preferred Stock shall be made so that the payments on the
Series C Preferred Stock and such Parity Preferred Stock shall in all cases bear
to each  other  the  same  ratio  that the  respective  rights  of the  Series C
Preferred  Stock and such other Parity  Preferred Stock (which shall not include
any  accumulation  in respect  of unpaid  distributions  for prior  distribution
periods if such Parity  Preferred  Stock does not have  cumulative  distribution
rights) upon  liquidation,  dissolution or winding-up of the Corporation bear to
each other.

                  (b)  Notice.   Written   notice  of  any  such   voluntary  or
involuntary liquidation,  dissolution or winding-up of the Corporation,  stating
the  payment  date or dates  when,  and the place or places  where,  the amounts
distributable in such circumstances shall be payable,  shall be given by (i) fax
and (ii) by first class mail,  postage  pre-paid,  not less than 30 and not more
than 60 days prior to the payment date stated therein,  to each record holder of
the Series C Preferred Stock at the respective  addresses of such holders as the
same shall appear on the share transfer records of the Corporation.

     (c) No Further Rights.  After payment of the full amount of the liquidating
distributions  to which they are  entitled,  the  holders of Series C  Preferred
Stock  will  have no  right  or  claim  to any of the  remaining  assets  of the
Corporation.

                  (d) Consolidation  Merger or Certain Other  Transactions.  The
voluntary sale,  conveyance,  lease,  exchange or transfer (for cash,  shares of
stock,  securities or other  consideration)  of all or substantially  all of the
property  or assets of the  Corporation  to, or the  consolidation  or merger or
other business  combination of the  Corporation  with or into, any  corporation,
trust or other entity (or of any corporation, trust or other entity with or into
the Corporation) shall not be deemed to constitute a liquidation, dissolution or
winding-up of the Corporation.

                  (e)  Permissible  Distributions.   In  determining  whether  a
distribution (other than upon voluntary liquidation) by dividend,  redemption or
other  acquisition  of  shares  of  stock of the  Corporation  or  otherwise  is
permitted  under the FBCA,  no effect  shall be given to  amounts  that would be
needed, if the Corporation were to be dissolved at the time of the distribution,
to satisfy  the  preferential  rights upon  dissolution  of holders of shares of
stock of the Corporation whose preferential rights upon dissolution are superior
to those receiving the distribution.

                  Section  5.  Optional   Redemption.   (a)  Right  of  Optional
Redemption.  The Series C Preferred Stock may not be redeemed prior to September
3, 2004. On or after such date, the  Corporation  shall have the right to redeem
the Series C Preferred  Stock,  in whole or in part, at any time or from time to
time,  upon  not less  than 30 nor  more  than 60  days'  written  notice,  at a
redemption  price,  payable  in cash,  equal to  $100.00  per  share of Series C
Preferred  Stock  plus  accumulated  and  unpaid  distributions,  whether or nor
declared, to the date of redemption. If fewer than all of the outstanding shares
of Series C Preferred Stock are to be redeemed, the shares of Series C Preferred
Stock to be  redeemed  shall be  selected  pro rata (as  nearly  as  practicable
without creating fractional shares).

                  (b) Limitation on Redemption.  (i) The redemption price of the
Series  C  Preferred  Stock  (other  than  the  portion  thereof  consisting  of
accumulated  but  unpaid  distributions)  will  be  payable  solely  out of sale
proceeds  of capital  stock of the  Corporation  and from no other  source.  For
purposes of the preceding sentence,  "capital stock" means any equity securities
(including  Common Stock and Preferred  Stock),  shares,  participation or other
ownership  interests  (however  designated)  and any  rights  (other  than  debt
securities convertible into or exchangeable for equity securities) or options to
purchase any of the foregoing.

     (ii) The  Corporation  may not  redeem  fewer  than all of the  outstanding
shares  of  Series  C  Preferred   Stock  unless  all   accumulated  and  unpaid
distributions  have been paid on all Series C Preferred  Stock for all quarterly
distribution periods terminating on or prior to the date of redemption.

                  (c) Procedures for  Redemption.  (i) Notice of redemption will
be (i) faxed, and (ii) mailed by the Corporation, postage prepaid, not less than
30 nor  more  than  60 days  prior  to the  redemption  date,  addressed  to the
respective  holders of record of the Series C Preferred  Stock to be redeemed at
their  respective  addresses  as they  appear  on the  transfer  records  of the
Corporation.  No  failure  to give or defect in such  notice  shall  affect  the
validity of the  proceedings  for the redemption of any Series C Preferred Stock
except as to the holder to whom such  notice  was  defective  or not  given.  In
addition to any  information  required by law or by the applicable  rules of any
exchange  upon which the Series C  Preferred  Stock may be listed or admitted to
trading,  each such  notice  shall  state:  (i) the  redemption  date,  (ii) the
redemption  price,  (iii) the number of shares of Series C Preferred Stock to be
redeemed, (iv) the place or places where such shares of Series C Preferred Stock
are  to  be  surrendered  for  payment  of  the  redemption   price,   (v)  that
distributions  on the  Series C  Preferred  Stock to be  redeemed  will cease to
accumulate on such redemption date and (vi) that payment of the redemption price
and any accumulated and unpaid  distributions will be made upon presentation and
surrender of such Series C Preferred  Stock.  If fewer than all of the shares of
Series C  Preferred  Stock  held by any holder  are to be  redeemed,  the notice
mailed  to such  holder  shall  also  specify  the  number of shares of Series C
Preferred Stock held by such holder to be redeemed.

     (ii) If the Corporation gives a notice of redemption in respect of Series C
Preferred Stock (which notice will be irrevocable) then, by 12:00 noon, New York
City time, on the redemption date, the Corporation  will deposit  irrevocably in
trust for the  benefit of the Series C  Preferred  Stock  being  redeemed  funds
sufficient to pay the applicable  redemption  price,  plus any  accumulated  and
unpaid  distributions,  whether or not  declared,  if any, on such shares to the
date  fixed  for  redemption,   without  interest,  and  will  give  irrevocable
instructions  and authority to pay such redemption price and any accumulated and
unpaid  distributions,  if any,  on such  shares to the  holders of the Series C
Preferred  Stock  upon  surrender  of the  certificate  evidencing  the Series C
Preferred  Stock by such  holders  at the  place  designated  in the  notice  of
redemption.  If  fewer  than all  Series  C  Preferred  Stock  evidenced  by any
certificate is being redeemed,  a new certificate shall be issued upon surrender
of the  certificate  evidencing  all Series C Preferred  Stock,  evidencing  the
unredeemed  Series C Preferred Stock without cost to the holder thereof.  On and
after the date of  redemption,  distributions  will cease to  accumulate  on the
Series C Preferred Stock or portions  thereof called for redemption,  unless the
Corporation defaults in the payment thereof. If any date fixed for redemption of
Series C Preferred  Stock is not a Business Day, then payment of the  redemption
price  payable  on such date will be made on the next  succeeding  day that is a
Business Day (and  without any interest or other  payment in respect of any such
delay) except that, if such Business Day falls in the next calendar  year,  such
payment will be made on the  immediately  preceding  Business  Day, in each case
with the same force and effect as if made on such date fixed for redemption.  If
payment of the redemption  price or any accumulated or unpaid  distributions  in
respect of the Series C Preferred  Stock is  improperly  withheld or refused and
not paid by the Corporation, distributions on such Series C Preferred Stock will
continue to accumulate from the original redemption date to the date of payment,
in which  case the actual  payment  date will be  considered  the date fixed for
redemption for purposes of calculating the applicable  redemption  price and any
accumulated and unpaid distributions.

                  (d) Status of Redeemed  Stock.  Any Series C  Preferred  Stock
that shall at any time have been redeemed shall after such redemption,  have the
status of authorized but unissued  Preferred  Stock,  without  designation as to
class or  series  until  such  shares  are  once  more  designated  as part of a
particular class or series by the Board of Directors.

     Section 6. Voting  Rights.  (a) General.  Holders of the Series C Preferred
Stock will not have any voting rights, except as set forth below.

                  (b) Right to Elect Directors. (i) If at any time distributions
shall be in arrears  (which means that as to any such  quarterly  distributions,
the same have not been paid in full)  with  respect  to six (6) prior  quarterly
distribution  periods  (including  quarterly  periods on the Series C  Preferred
Units  prior to the  exchange  into Series C  Preferred  Stock),  whether or not
consecutive,  and  shall  not have  been  paid in full (a  "Series  C  Preferred
Distribution  Default"),  the  authorized  number  of  members  of the  Board of
Directors shall  automatically  be increased by two and the holders of record of
such  Series C  Preferred  Stock,  voting  together  as a single  class with the
holders of each class or series of Parity Preferred Stock upon which like voting
rights have been  conferred  and are  exercisable,  will be entitled to fill the
vacancies  so created  by  electing  two  additional  directors  to serve on the
Corporation's  Board of Directors (the "Preferred Stock Directors") at a special
meeting  called in  accordance  with Section  6(b)(ii),  and at each  subsequent
annual meeting of stockholders  or special meeting held in place thereof,  until
all such  distributions in arrears and  distributions  for the current quarterly
period on the Series C  Preferred  Stock and each such class or series of Parity
Preferred Stock have been paid in full.

     (ii) At any time  when such  voting  rights  shall  have  vested,  a proper
officer  of the  Corporation  shall  call or cause to be  called,  upon  written
request of holders of record of at least 10% of the outstanding shares of Series
C Preferred  Stock, a special meeting of the holders of Series C Preferred Stock
and all the series of Parity  Preferred Stock upon which like voting rights have
been conferred and are exercisable  (collectively,  the "Parity  Securities") by
mailing or causing to be mailed to such holders a notice of such special meeting
to be held not  less  than ten and not more  than 45 days  after  the date  such
notice  is  given.  The  record  date  for  determining  holders  of the  Parity
Securities entitled to notice of and to vote at such special meeting will be the
close of  business on the third  Business  Day  preceding  the day on which such
notice is mailed.  At any annual or special  meeting at which Parity  Securities
are entitled to vote, all of the holders of the Parity Securities,  by plurality
vote,  voting  together  as a single  class  without  regard to  series  will be
entitled  to  elect  two  directors  on the  basis of one  vote  per  $25.00  of
liquidation  preference  to which such Parity  Securities  are entitled by their
terms (excluding amounts in respect of accumulated and unpaid dividends) and not
cumulatively.  The  holder or  holders  of the  Parity  Securities  representing
one-third of the total voting power of the Parity  Securities then  outstanding,
present in person or by proxy,  will constitute a quorum for the election of the
Preferred  Stock  Directors  except as otherwise  provided by law. Notice of all
meetings at which  holders of the Series C Preferred  Stock shall be entitled to
vote will be given to such  holders  at their  addresses  as they  appear in the
transfer records. At any such meeting or adjournment thereof in the absence of a
quorum,  subject to the  provisions  of any  applicable  law, the holders of the
Parity  Securities  representing  a majority  of the voting  power of the Parity
Securities  present in person or by proxy  shall  have the power to adjourn  the
meeting for the election of the Preferred Stock Directors,  without notice other
than an  announcement at the meeting,  until a quorum is present.  If a Series C
Preferred  Distribution Default shall terminate after the notice of an annual or
special  meeting  has been  given but before  such  meeting  has been held,  the
Corporation shall, as soon as practicable after such termination,  mail or cause
to be mailed  notice of such  termination  to holders of the Series C  Preferred
Stock that would have been entitled to vote at such meeting.

     (iii) If and when all accumulated  distributions  and the  distribution for
the current  distribution period on the Series C Preferred Stock shall have been
paid in full or a sum sufficient  for such payment is  irrevocably  deposited in
trust for payment, the holders of the Series C Preferred Stock shall be divested
of the voting  rights set forth in Section 6(b) herein  (subject to revesting in
the event of each and every Series C Preferred Distribution Default) and, if all
distributions  in arrears and the  distributions  for the  current  distribution
period  have been paid in full or set  aside  for  payment  in full on all other
classes or series of Parity  Preferred  Stock upon which like voting rights have
been conferred and are exercisable, the terms and office of each Preferred Stock
Director so elected shall terminate. Any Preferred Stock Director may be removed
at any time with or  without  cause by the vote of,  and  shall  not be  removed
otherwise  than by the vote of,  the  holders  of  record of a  majority  of the
outstanding  Series C Preferred Stock when they have the voting rights set forth
in Section 6(b) (voting  separately  as a single class with all other classes or
series of Parity  Preferred  Stock  upon  which  like  voting  rights  have been
conferred  and are  exercisable).  So long as a Series C Preferred  Distribution
Default shall continue,  any vacancy in the office of a Preferred Stock Director
may be filled by written  consent of the Preferred  Stock Director  remaining in
office,  or if none  remains in office,  by a vote of the holders of record of a
majority of the  outstanding  Series C Preferred Stock when they have the voting
rights set forth in Section 6(b) (voting  separately  as a single class with all
other classes or series of Parity  Preferred Stock upon which like voting rights
have been conferred and are  exercisable).  The Preferred  Stock Directors shall
each be entitled to one vote per director on any matter.

                  (c) Certain Voting  Rights.  So long as any Series C Preferred
Stock remains  outstanding,  the Corporation  shall not, without the affirmative
vote of the  holders  of at least  two-thirds  of the Series C  Preferred  Stock
outstanding  at the time (i)  authorize,  designate  or create,  or increase the
authorized or issued  amount of, any class or series of shares  ranking prior to
the Series C Preferred Stock with respect to payment of  distributions or rights
upon liquidation,  dissolution or winding-up or reclassify any authorized shares
of the  Corporation  into any such  shares,  or create,  authorize  or issue any
obligations or securities  convertible  into or evidencing the right to purchase
any such shares, (ii) authorize, designate or create, or increase the authorized
or issued amount of, any Parity  Preferred  Stock or reclassify  any  authorized
shares of the Corporation  into any such shares,  or create,  authorize or issue
any  obligations  or  securities  convertible  into or  evidencing  the right to
purchase any such shares,  but only to the extent such Parity Preferred Stock is
issued to an  affiliate of the  Corporation  (other than  Security  Capital U.S.
Realty,  Security Capital Holdings,  S.A. or their affiliates),  or (iii) either
(A)  consolidate,  merge into or with,  or convey,  transfer or lease its assets
substantially as an entirety,  to any corporation or other entity, or (B) amend,
alter or repeal the provisions of the  Corporation's  Charter  (including  these
Articles  of  Amendment)  or  By-laws,  whether  by  merger,   consolidation  or
otherwise,  in each case in a manner that would  materially and adversely affect
the powers,  special  rights,  preferences,  privileges  or voting  power of the
Series C Preferred Stock or the holders thereof;  provided,  however,  that with
respect to the occurrence of a merger,  consolidation  or a sale or lease of all
of the  Corporation's  assets as an entirety,  so long as (a) the Corporation is
the surviving  entity and the Series C Preferred Stock remains  outstanding with
the terms  thereof  unchanged,  or (b) the  resulting,  surviving or  transferee
entity is a corporation  organized  under the laws of any state and  substitutes
the Series C Preferred Stock for other preferred stock having  substantially the
same  terms and same  rights as the Series C  Preferred  Stock,  including  with
respect to distributions,  redemptions, transfers, voting rights and rights upon
liquidation,  dissolution or  winding-up,  then the occurrence of any such event
shall not be deemed to materially and adversely  affect such rights,  privileges
or voting  powers of the holders of the Series C Preferred  Stock and no vote of
the Series C Preferred Stock shall be required in such case and provided further
that any increase in the amount of authorized Preferred Stock or the creation or
issuance of any other class or series of Preferred  Stock, or any increase in an
amount of authorized shares of each class or series, in each case ranking either
(a)  junior  to the  Series  C  Preferred  Stock  with  respect  to  payment  of
distributions  and the distribution of assets upon  liquidation,  dissolution or
winding-up, or (b) on a parity with the Series C Preferred Stock with respect to
payment  of  distributions  and the  distribution  of assets  upon  liquidation,
dissolution or winding-up to the extent such Preferred Stock is not issued to an
affiliate of the Corporation (other than Security Capital U.S. Realty,  Security
Capital Holdings,  S.A. or their affiliates),  shall not be deemed to materially
and adversely affect such rights,  preferences,  privileges or voting powers and
no vote of the Series C Preferred Stock shall be required in such case.

                  Section 7. No Conversion  Rights.  The holders of the Series C
Preferred  Stock shall not have any rights to convert such shares into shares of
any other class or series of stock or into any other  securities of, or interest
in, the Corporation.

     Section 8. No Sinking  Fund. No sinking fund shall be  established  for the
retirement or redemption of Series C Preferred Stock.

                  Section  9. No  Preemptive  Rights.  No holder of the Series C
Preferred  Stock of the Corporation  shall, as such holder,  have any preemptive
rights  to  purchase  or  subscribe  for  additional  shares  of  stock  of  the
Corporation or any other security of the Corporation which it may issue or sell.

     FOURTH: The Series C Preferred Stock have been classified and designated by
the Board of Directors under the authority contained in the Charter.

     FIFTH:  These  Articles  of  Amendment  have been  approved by the Board of
Directors in the manner and by the vote required by law.

                  SIXTH: The undersigned Officer of the Corporation acknowledges
these Articles of Amendment to be the corporate act of the  Corporation  and, as
to all  matters or facts  required to be verified  under oath,  the  undersigned
Officer acknowledges that to the best of his knowledge,  information and belief,
these  matters  and  facts  are true in all  material  respects  and  that  this
statement is made under the penalties for perjury.

                            [Signature Page Follows]


<PAGE>


Fax Audit No. H99000022256                               11
         IN WITNESS  WHEREOF,  the  Corporation  has caused  these  Articles  of
Amendment  to be  executed  under  seal in its  name  and on its  behalf  by its
Executive  Vice President and attested to by its Secretary on this _________ day
of September, 1999.

                                                   REGENCY REALTY CORPORATION



                                             By:          /s/ Bruce M. Johnson
                                                        Name: Bruce M. Johnson
                                               Title:  Executive Vice President
[SEAL]

[ATTEST]



         J. Christian Leavitt
Name:  J. Christian Leavitt
Title:  Secretary



<PAGE>



NYDOCS03/486174 6                                        12
004.160941.1


NYDOCS03/486174 6
004.160941.1

              ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF

                           REGENCY REALTY CORPORATION

                     DESIGNATING THE PREFERENCES, RIGHTS AND

                        LIMITATIONS OF 500,000 SHARES OF

              9.125% SERIES D CUMULATIVE REDEEMABLE PREFERRED STOCK

                                 $0.01 Par Value


                  Pursuant  to  Section   607.0602   of  the  Florida   Business
Corporation Act ("FBCA"), Regency Realty Corporation, a Florida corporation (the
"Corporation"), does hereby certify that:

                  FIRST: Pursuant to the authority expressly vested in the Board
of  Directors  of the  Corporation  by Section 4.2 of the  Amended and  Restated
Articles  of  Incorporation  of the  Corporation  (the  "Charter")  and  Section
607.0602 of the FBCA, the Board of Directors of the  Corporation  (the "Board of
Directors"), by resolutions duly adopted on August 23, 1999 and resolutions duly
adopted by a  committee  of the Board of  Directors  on  September  29, 1999 has
classified  500,000 shares of the authorized  but unissued  Preferred  Stock par
value $.01 per share ("Preferred Stock") as a separate class of Preferred Stock,
authorized  the  issuance  of a  maximum  of  500,000  shares  of such  class of
Preferred Stock,  set certain of the  preferences,  conversion and other rights,
voting powers, restrictions,  limitations as to dividends, qualifications, terms
and  conditions  of redemption  and other terms and  conditions of such class of
Preferred  Stock,  and  pursuant  to the powers  contained  in the Bylaws of the
Corporation and the FBCA,  appointed a committee (the  "Committee") of the Board
of Directors and delegated to the Committee,  to the fullest extent permitted by
the FBCA and the Charter and Bylaws of the Corporation,  all powers of the Board
of Directors  with respect to  designating,  and setting all other  preferences,
conversion  and other rights,  voting  powers,  restrictions,  limitations as to
dividends and other  distributions,  qualifications  and terms and conditions of
redemption of, such class of Preferred Stock determining the number of shares of
such class of Preferred Stock (not in excess of the aforesaid maximum number) to
be issued and the  consideration  and other terms and conditions upon which such
shares of such class of Preferred Stock are to be issued.  Shareholder  approval
was not required under the Charter with respect to such designation.

                  SECOND: Pursuant to the authority conferred upon the Committee
as aforesaid,  the Committee has unanimously adopted resolutions designating the
aforesaid class of Preferred Stock as the "9.125% Series D Cumulative Redeemable
Preferred Stock," setting the preferences,  conversion and other rights,  voting
powers,  restrictions,  limitations as to dividends,  qualifications,  terms and
conditions of redemption  and other terms and conditions of such 9.125% Series D
Cumulative  Redeemable  Preferred  Stock (to the  extent not set by the Board of
Directors in the  resolutions  referred to in Article FIRST of these Articles of
Amendment) and authorizing the issuance of up to 500,000 shares of 9.125% Series
D Cumulative Redeemable Preferred Stock.

                  THIRD: The class of Preferred Stock of the Corporation created
by the resolutions duly adopted by the Board of Directors of the Corporation and
by the Committee and referred to in Articles  FIRST and SECOND of these Articles
of  Amendment   shall  have  the  following   designation,   number  of  shares,
preferences,  conversion  and other  rights,  voting  powers,  restrictions  and
limitation as to dividends,  qualifications,  terms and conditions of redemption
and other terms and conditions:

                  Section  1.  Designation  and  Number.  A series of  Preferred
Stock,  designated the "9.125% Series D Cumulative  Redeemable  Preferred Stock"
(the "Series D Preferred Stock") is hereby established.  The number of shares of
Series D Preferred Stock shall be 500,000.

                  Section  2. Rank.  The Series D  Preferred  Stock  will,  with
respect to distributions  and rights upon voluntary or involuntary  liquidation,
winding-up  or  dissolution  of the  Corporation,  rank senior to all classes or
series of Common  Stock (as defined in the Charter) and to all classes or series
of equity securities of the Corporation now or hereafter  authorized,  issued or
outstanding,  other  than any  class  or  series  of  equity  securities  of the
Corporation  expressly  designated  as ranking on a parity with or senior to the
Series D  Preferred  Stock as to  distributions  or  rights  upon  voluntary  or
involuntary  liquidation,  winding-up or dissolution of the Corporation or both.
For purposes of these Articles of Amendment,  the term "Parity  Preferred Stock"
shall be used to refer  to any  class or  series  of  equity  securities  of the
Corporation  now  or  hereafter  authorized,  issued  or  outstanding  expressly
designated by the  Corporation to rank on a parity with Series D Preferred Stock
with  respect  to   distributions   or  rights  upon  voluntary  or  involuntary
liquidation,  winding-up  or  dissolution  of the  Corporation  or both,  as the
context may require,  whether or not the dividend rates,  dividend payment dates
or redemption or liquidation  prices per share or conversion  rights or exchange
rights  shall be  different  from  those of the  Series D  Preferred  Stock  and
includes  the  Series A  Cumulative  Redeemable  Preferred  Stock,  the Series B
Cumulative  Redeemable  Preferred  Stock,  the  Series C  Cumulative  Redeemable
Preferred Stock, the Series 1 Cumulative  Convertible Redeemable Preferred Stock
and the  Series  2  Cumulative  Convertible  Redeemable  Preferred  Stock of the
Corporation.  The term "equity  securities"  does not include  debt  securities,
which will rank senior to the Series D Preferred Stock prior to conversion.

                  Section  3.  Distributions.   (a)  Payment  of  Distributions.
Subject to the rights of holders of Parity  Preferred Stock as to the payment of
distributions  and holders of equity  securities issued after the date hereof in
accordance herewith ranking senior to the Series D Preferred Stock as to payment
of  distributions,  holders of Series D  Preferred  Stock  shall be  entitled to
receive,  when, as and if declared by the Board of Directors of the Corporation,
out of funds legally available for the payment of distributions, cumulative cash
distributions  at the  rate per  annum  of  9.125%  of the  $100.00  liquidation
preference per share of Series D Preferred Stock.  Such  distributions  shall be
cumulative,  shall accrue from the original date of issuance and will be payable
in cash (A)  quarterly  (such  quarterly  periods  for  purposes  of payment and
accrual  will be the  quarterly  periods  ending on the dates  specified in this
sentence) in arrears,  on or before March 31, June 30, September 30 and December
31 of each  year  commencing  on the  first of such  dates to  occur  after  the
original  date  of  issuance  and,  (B) in the  event  of a  redemption,  on the
redemption date (each a "Preferred Stock Distribution Payment Date"). The amount
of the  distribution  payable  for any period will be computed on the basis of a
360-day  year of twelve  30-day  months and for any period  shorter  than a full
quarterly  period  for  which  distributions  are  computed,  the  amount of the
distribution  payable  will be  computed on the basis of the ratio of the actual
number of days elapsed in such period to ninety (90) days.  If any date on which
distributions  are to be made on the Series D Preferred  Stock is not a Business
Day (as defined  herein),  then payment of the  distribution  to be made on such
date will be made on the next succeeding day that is a Business Day (and without
any interest or other payment in respect of any such delay) except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately  preceding Business Day, in each case with the same force and
effect as if made on such date.  Distributions  on the Series D Preferred  Stock
will be made to the  holders  of record of the Series D  Preferred  Stock on the
relevant record dates to be fixed by the Board of Directors of the  Corporation,
which  record dates shall be not less than 10 days and not more than 30 Business
Days prior to the relevant  Preferred  Stock  Distribution  Payment Date (each a
"Distribution Record Date").  Notwithstanding anything to the contrary set forth
herein, each share of Series D Preferred Stock shall also continue to accrue all
accrued and unpaid  distributions,  whether or not declared,  up to the exchange
date on any  Series D  Preferred  Unit (as  defined  in the  Third  Amended  and
Restated  Agreement of Limited  Partnership of Regency  Centers,  L.P., dated as
September  1,  1999 as  amended  by  Amendment  No. 1 to the Third  Amended  and
Restated Agreement of Limited Partnership of Operating Partnership,  dated as of
September 3, 1999,  Amendment No. 2 to the Third Amended and Restated  Agreement
of Limited Partnership of Operating  Partnership,  dated as of September 3, 1999
and that  certain  Third  Amendment to Third  Amended and Restated  Agreement of
Limited  Partnership dated as of September 29, 1999 (as amended the "Partnership
Agreement"))  validly  exchanged into such share of Series D Preferred  Stock in
accordance with the provisions of such Partnership Agreement.

                  The term  "Business  Day"  shall  mean each day,  other than a
Saturday or a Sunday,  which is not a day on which banking  institutions  in New
York, New York are authorized or required by law,  regulation or executive order
to close.

                  (b) Limitation on Distributions. No distribution on the Series
D  Preferred  Stock  shall be  declared  or paid or set apart for payment by the
Corporation  at such time as the terms and  provisions  of any  agreement of the
Corporation  (other than any  agreement  with a holder or affiliate of holder of
Capital Stock of the Corporation)  relating to its  indebtedness,  prohibit such
declaration,  payment  or  setting  apart  for  payment  or  provide  that  such
declaration,  payment or setting  apart for payment  would  constitute  a breach
thereof  or a default  thereunder,  or if such  declaration,  payment or setting
apart for payment shall be  restricted  or  prohibited  by law.  Nothing in this
Section 3(b) shall be deemed to modify or in any manner limit the  provisions of
Section 3(c) and 3(d).

                  (c)  Distributions  Cumulative.  Distributions on the Series D
Preferred  Stock  will  accrue  whether or not the terms and  provisions  of any
agreement  of  the  Corporation,   including  any  agreement   relating  to  its
indebtedness at any time prohibit the current payment of distributions,  whether
or not the  Corporation  has  earnings,  whether or not there are funds  legally
available  for the  payment  of  such  distributions  and  whether  or not  such
distributions  are authorized or declared.  Accrued but unpaid  distributions on
the  Series  D  Preferred  Stock  will  accumulate  as of  the  Preferred  Stock
Distribution  Payment Date on which they first become payable.  Distributions on
account of arrears for any past distribution periods may be declared and paid at
any time,  without reference to a regular Preferred Stock  Distribution  Payment
Date to  holders of record of the Series D  Preferred  Stock on the record  date
fixed by the Board of  Directors  which  date shall be not less than 10 days and
not more than 30 Business Days prior to the payment date. Accumulated and unpaid
distributions will not bear interest.

                  (d) Priority as to Distributions.  (i) So long as any Series D
Preferred Stock is outstanding,  no distribution of cash or other property shall
be authorized, declared, paid or set apart for payment on or with respect to any
class or  series of  Common  Stock or any class or series of other  stock of the
Corporation  ranking junior to the Series D Preferred Stock as to the payment of
distributions  (such Common Stock or other junior stock,  collectively,  "Junior
Stock"), nor shall any cash or other property be set aside for or applied to the
purchase,  redemption or other  acquisition  for  consideration  of any Series D
Preferred Stock, any Parity Preferred Stock with respect to distributions or any
Junior Stock, unless, in each case, all distributions  accumulated on all Series
D Preferred  Stock and all classes and series of  outstanding  Parity  Preferred
Stock with respect to  distributions  have been paid in full.  Without  limiting
Section 6(b) hereof,  the foregoing sentence will not prohibit (i) distributions
payable solely in shares of Junior Stock, (ii) the conversion of Junior Stock or
Parity Preferred Stock into Junior Stock, and (iii) purchases by the Corporation
of such  Series D  Preferred  Stock or Parity  Preferred  Stock or Junior  Stock
pursuant  to Article 5 of the Charter to the extent  required  to  preserve  the
Corporation's status as a real estate investment trust.

     (ii)  So  long as  distributions  have  not  been  paid  in full  (or a sum
sufficient  for such full  payment  is not  irrevocably  deposited  in trust for
payment) upon the Series D Preferred  Stock,  all  distributions  authorized and
declared  on the  Series  D  Preferred  Stock  and  all  classes  or  series  of
outstanding  Parity  Preferred  Stock  with  respect to  distributions  shall be
authorized  and  declared  so that the amount of  distributions  authorized  and
declared per share of Series D Preferred  Stock and such other classes or series
of Parity  Preferred  Stock shall in all cases bear to each other the same ratio
that accrued  distributions  per share on the Series D Preferred  Stock and such
other classes or series of Parity  Preferred  Stock (which shall not include any
accumulation in respect of unpaid  distributions for prior distribution  periods
if such  class or  series  of  Parity  Preferred  Stock  do not have  cumulative
distribution rights) bear to each other.

                  (e) No Further  Rights.  Holders of Series D  Preferred  Stock
shall not be  entitled  to any  distributions,  whether  payable in cash,  other
property or otherwise, in excess of the full cumulative  distributions described
herein.

                  Section 4. Liquidation Preference.  (a) Payment of Liquidating
Distributions.  Subject to the rights of holders of Parity  Preferred Stock with
respect to rights upon any voluntary or involuntary liquidation,  dissolution or
winding-up of the Corporation and subject to equity securities ranking senior to
the Series D  Preferred  Stock  with  respect to rights  upon any  voluntary  or
involuntary  liquidation,  dissolution  or  winding-up of the  Corporation,  the
holders of Series D  Preferred  Stock  shall be  entitled  to receive out of the
assets of the  Corporation  legally  available for  distribution or the proceeds
thereof,  after  payment or  provision  for debts and other  liabilities  of the
Corporation, but before any payment or distributions of the assets shall be made
to  holders  of  Common  Stock or any  other  class or  series  of shares of the
Corporation  that ranks junior to the Series D Preferred Stock as to rights upon
liquidation,  dissolution or winding-up of the  Corporation,  an amount equal to
the sum of (i) a liquidation  preference of $100 per share of Series D Preferred
Stock,  and (ii) an amount  equal to any  accumulated  and unpaid  distributions
thereon,  whether or not  declared,  to the date of payment.  In the event that,
upon such voluntary or involuntary liquidation, dissolution or winding-up, there
are insufficient  assets to permit full payment of liquidating  distributions to
the holders of Series D  Preferred  Stock and any Parity  Preferred  Stock as to
rights upon  liquidation,  dissolution  or  winding-up of the  Corporation,  all
payments of liquidating  distributions  on the Series D Preferred Stock and such
Parity  Preferred  Stock  shall be made so that  the  payments  on the  Series D
Preferred Stock and such Parity  Preferred Stock shall in all cases bear to each
other the same ratio that the respective  rights of the Series D Preferred Stock
and such other Parity  Preferred Stock (which shall not include any accumulation
in respect of unpaid distributions for prior distribution periods if such Parity
Preferred Stock do not have cumulative  distribution  rights) upon  liquidation,
dissolution or winding-up of the Corporation bear to each other.

                  (b)  Notice.   Written   notice  of  any  such   voluntary  or
involuntary liquidation,  dissolution or winding-up of the Corporation,  stating
the  payment  date or dates  when,  and the place or places  where,  the amounts
distributable in such circumstances shall be payable,  shall be given by (i) fax
and (ii) by first class mail,  postage  pre-paid,  not less than 30 and not more
than 60 days prior to the payment date stated therein,  to each record holder of
the Series D Preferred Stock at the respective  addresses of such holders as the
same shall appear on the share transfer records of the Corporation.

     (c) No Further Rights.  After payment of the full amount of the liquidating
distributions  to which they are  entitled,  the  holders of Series D  Preferred
Stock  will  have no  right  or  claim  to any of the  remaining  assets  of the
Corporation.

                  (d) Consolidation,  Merger or Certain Other Transactions.  The
voluntary sale,  conveyance,  lease,  exchange or transfer (for cash,  shares of
stock,  securities or other  consideration)  of all or substantially  all of the
property  or assets of the  Corporation  to, or the  consolidation  or merger or
other business  combination of the  Corporation  with or into, any  corporation,
trust or other entity (or of any corporation, trust or other entity with or into
the Corporation) shall not be deemed to constitute a liquidation, dissolution or
winding-up of the Corporation.

                  (e)  Permissible  Distributions.   In  determining  whether  a
distribution (other than upon voluntary liquidation) by dividend,  redemption or
other  acquisition  of  shares  of  stock of the  Corporation  or  otherwise  is
permitted  under the FBCA,  no effect  shall be given to  amounts  that would be
needed, if the Corporation were to be dissolved at the time of the distribution,
to satisfy  the  preferential  rights upon  dissolution  of holders of shares of
stock of the Corporation whose preferential rights upon dissolution are superior
to those receiving the distribution.

                  Section  5.  Optional   Redemption.   (a)  Right  of  Optional
Redemption.  The Series D Preferred Stock may not be redeemed prior to September
29, 2004. On or after such date, the Corporation  shall have the right to redeem
the Series D Preferred  Stock,  in whole or in part, at any time or from time to
time,  upon  not less  than 30 nor  more  than 60  days'  written  notice,  at a
redemption price, payable in cash, equal to $100 per share of Series D Preferred
Stock plus accumulated and unpaid distributions, whether or nor declared, to the
date of  redemption.  If fewer  than all of the  outstanding  shares of Series D
Preferred Stock are to be redeemed, the shares of Series D Preferred Stock to be
redeemed shall be selected pro rata (as nearly as practicable  without  creating
fractional units).

                  (b) Limitation on Redemption.  (i) The redemption price of the
Series  D  Preferred  Stock  (other  than  the  portion  thereof  consisting  of
accumulated  but  unpaid  distributions)  will  be  payable  solely  out of sale
proceeds  of capital  stock of the  Corporation  and from no other  source.  For
purposes of the preceding sentence,  "capital stock" means any equity securities
(including  Common Stock and Preferred  Stock),  shares,  participation or other
ownership  interests  (however  designated)  and any  rights  (other  than  debt
securities convertible into or exchangeable for equity securities) or options to
purchase any of the foregoing.

     (ii) The  Corporation  may not  redeem  fewer  than all of the  outstanding
shares  of  Series  D  Preferred   Stock  unless  all   accumulated  and  unpaid
distributions  have been paid on all Series D Preferred  Stock for all quarterly
distribution periods terminating on or prior to the date of redemption.

                  (c) Procedures for  Redemption.  (i) Notice of redemption will
be (i) faxed, and (ii) mailed by the Corporation, postage prepaid, not less than
30 nor  more  than  60 days  prior  to the  redemption  date,  addressed  to the
respective  holders of record of the Series D Preferred  Stock to be redeemed at
their  respective  addresses  as they  appear  on the  transfer  records  of the
Corporation.  No  failure  to give or defect in such  notice  shall  affect  the
validity of the  proceedings  for the redemption of any Series D Preferred Stock
except as to the holder to whom such  notice  was  defective  or not  given.  In
addition to any  information  required by law or by the applicable  rules of any
exchange  upon which the Series D  Preferred  Stock may be listed or admitted to
trading,  each such  notice  shall  state:  (i) the  redemption  date,  (ii) the
redemption  price,  (iii) the number of shares of Series D Preferred Stock to be
redeemed, (iv) the place or places where such shares of Series D Preferred Stock
are  to  be  surrendered  for  payment  of  the  redemption   price,   (v)  that
distributions  on the  Series D  Preferred  Stock to be  redeemed  will cease to
accumulate on such redemption date and (vi) that payment of the redemption price
and any accumulated and unpaid  distributions will be made upon presentation and
surrender of such Series D Preferred  Stock.  If fewer than all of the shares of
Series D  Preferred  Stock  held by any holder  are to be  redeemed,  the notice
mailed  to such  holder  shall  also  specify  the  number of shares of Series D
Preferred Stock held by such holder to be redeemed.

     (ii) If the Corporation gives a notice of redemption in respect of Series D
Preferred Stock (which notice will be irrevocable) then, by 12:00 noon, New York
City time, on the redemption date, the Corporation  will deposit  irrevocably in
trust for the  benefit of the Series D  Preferred  Stock  being  redeemed  funds
sufficient to pay the applicable  redemption  price,  plus any  accumulated  and
unpaid  distributions,  whether or not  declared,  if any, on such shares to the
date  fixed  for  redemption,   without  interest,  and  will  give  irrevocable
instructions  and authority to pay such redemption price and any accumulated and
unpaid  distributions,  if any,  on such  shares to the  holders of the Series D
Preferred  Stock  upon  surrender  of the  certificate  evidencing  the Series D
Preferred  Stock by such  holders  at the  place  designated  in the  notice  of
redemption.  If  fewer  than all  Series  D  Preferred  Stock  evidenced  by any
certificate is being redeemed,  a new certificate shall be issued upon surrender
of the  certificate  evidencing  all Series D Preferred  Stock,  evidencing  the
unredeemed  Series D Preferred Stock without cost to the holder thereof.  On and
after the date of  redemption,  distributions  will cease to  accumulate  on the
Series D Preferred Stock or portions  thereof called for redemption,  unless the
Corporation defaults in the payment thereof. If any date fixed for redemption of
Series D Preferred  Stock is not a Business Day, then payment of the  redemption
price  payable  on such date will be made on the next  succeeding  day that is a
Business Bay (and  without any interest or other  payment in respect of any such
delay) except that, if such Business Day falls in the next calendar  year,  such
payment will be made on the  immediately  preceding  Business  Day, in each case
with the same force and effect as if made on such date fixed for redemption.  If
payment of the redemption  price or any accumulated or unpaid  distributions  in
respect of the Series D Preferred  Stock is  improperly  withheld or refused and
not paid by the Corporation, distributions on such Series D Preferred Stock will
continue to accumulate from the original redemption date to the date of payment,
in which  case the actual  payment  date will be  considered  the date fixed for
redemption for purposes of calculating the applicable  redemption  price and any
accumulated and unpaid distributions.

                  (d) Status of Redeemed  Stock.  Any Series D  Preferred  Stock
that shall at any time have been redeemed shall after such redemption,  have the
status of authorized but unissued  Preferred  Stock,  without  designation as to
class or  series  until  such  shares  are  once  more  designated  as part of a
particular class or series by the Board of Directors.

     Section 6. Voting  Rights.  (a) General.  Holders of the Series D Preferred
Stock will not have any voting rights, except as set forth below.

                  (b) Right to Elect Directors. (i) If at any time distributions
shall be in arrears (which means that, as to any such  quarterly  distributions,
the same have not been paid in full)  with  respect  to six (6) prior  quarterly
distribution  periods  (including  quarterly  periods on the Series D  Preferred
Units  prior to the  exchange  into Series D  Preferred  Stock),  whether or not
consecutive,  and shall not have  been paid in full (a  "Preferred  Distribution
Default"),  the  authorized  number of members of the Board of  Directors  shall
automatically  be  increased  by two and the  holders of record of such Series D
Preferred  Stock,  voting  together  as a single  class with the holders of each
class or series of Parity  Securities  (as defined  below),  will be entitled to
fill the vacancies so created by electing two  additional  directors to serve on
the  Corporation's  Board of Directors (the  "Preferred  Stock  Directors") at a
special meeting called in accordance with Section 6(b)(ii) or at the next annual
meeting of stockholders,  and at each subsequent  annual meeting of stockholders
or  special  meeting  held in place  thereof,  until all such  distributions  in
arrears  and  distributions  for the  current  quarterly  period on the Series D
Preferred  Stock and each such  class or series of Parity  Securities  have been
paid in full.

     (ii) At any time  when such  voting  rights  shall  have  vested,  a proper
officer  of the  Corporation  shall  call or cause to be  called,  upon  written
request of holders of record of at least 10% of the outstanding shares of Series
D Preferred  Stock, a special meeting of the holders of Series D Preferred Stock
and all the series of Parity  Preferred  Stock  which are (i) on parity with the
Series D Preferred Stock both as to distributions  and rights upon  liquidation,
dissolution  and  winding  up,  (ii)  with  respect  to Parity  Preferred  Stock
outstanding as a result of an acquisition of another corporation, on parity with
the  Series  D  Preferred  Stock as to  distributions  only or with  respect  to
distributions and rights upon liquidation, dissolution or winding up or (iii) on
parity with the Series D Preferred Stock as to  distributions,  but junior as to
rights  upon  liquidation,  dissolution  and  winding up, but if any such Parity
Preferred  Stock  referred to in this clause (iii) was issued for an amount less
than its  liquidation  preference,  the holders thereof shall be entitled to one
vote for each $25.00 of issuance  price,  in lieu of one vote for each $25.00 of
liquidation  preference,  and upon which like voting rights have been  conferred
and are  exercisable  (collectively,  the  "Parity  Securities")  by  mailing or
causing to be mailed to such holders a notice of such special meeting to be held
not less than ten and not more than 45 days after the date such notice is given.
The record date for  determining  holders of the Parity  Securities  entitled to
notice of and to vote at such  special  meeting will be the close of business on
the third Business Day preceding the day on which such notice is mailed.  At any
annual or special  meeting at which Parity  Securities are entitled to vote, all
of the holders of the Parity Securities, by plurality vote, voting together as a
single class without regard to series will be entitled to elect two directors on
the basis of one vote per $25.00 of liquidation  preference to which such Parity
Securities  are  entitled  by their  terms  (excluding  amounts  in  respect  of
accumulated and unpaid dividends) and not cumulatively. The holder or holders of
the Parity  Securities  representing  one-third of the total voting power of the
Parity  Securities  then  outstanding,  present  in  person  or by  proxy,  will
constitute a quorum for the election of the Preferred Stock Directors  except as
otherwise provided by law. Notice of all meetings at which holders of the Series
D Preferred  Stock  shall be  entitled to vote will be given to such  holders at
their addresses as they appear in the transfer  records.  At any such meeting or
adjournment thereof in the absence of a quorum, subject to the provisions of any
applicable law, the holders of the Parity Securities  representing a majority of
the voting  power of the Parity  Securities  present in person or by proxy shall
have the power to adjourn the meeting for the  election of the  Preferred  Stock
Directors,  without notice other than an  announcement  at the meeting,  until a
quorum is present. If a Preferred Distribution Default shall terminate after the
notice of an annual or special  meeting has been given but before  such  meeting
has  been  held,  the  Corporation  shall,  as soon as  practicable  after  such
termination, mail or cause to be mailed notice of such termination to holders of
the Series D  Preferred  Stock that  would  have been  entitled  to vote at such
meeting.

     (iii) If and when all accumulated  distributions  and the  distribution for
the current  distribution period on the Series D Preferred Stock shall have been
paid in full or a sum sufficient  for such payment is  irrevocably  deposited in
trust for payment, the holders of the Series D Preferred Stock shall be divested
of the voting  rights set forth in Section 6(b) herein  (subject to revesting in
the  event  of each  and  every  Preferred  Distribution  Default)  and,  if all
distributions  in arrears and the  distributions  for the  current  distribution
period  have been paid in full or set  aside  for  payment  in full on all other
classes or series of Parity  Securities  upon which like voting rights have been
conferred  and are  exercisable,  the term and  office of each  Preferred  Stock
Director so elected shall terminate. Any Preferred Stock Director may be removed
at any time with or  without  cause by the vote of,  and  shall  not be  removed
otherwise  than by the vote of,  the  holders  of  record of a  majority  of the
outstanding  Series D Preferred Stock when they have the voting rights set forth
in Section 6(b) (voting  separately  as a single class with all other classes or
series of Parity  Preferred  Stock  upon  which  like  voting  rights  have been
conferred  and are  exercisable).  So long as a Preferred  Distribution  Default
shall  continue,  any vacancy in the office of a Preferred Stock Director may be
filled by written consent of the Preferred  Stock Director  remaining in office,
or if none  remains in office,  by a vote of the holders of record of a majority
of the outstanding Series D Preferred Stock when they have the voting rights set
forth in  Section  6(b)  (voting  separately  as a single  class  with all other
classes or series of Parity  Securities  upon which like voting rights have been
conferred and are  exercisable).  The Preferred  Stock  Directors  shall each be
entitled to one vote per director on any matter.

                  (c) Certain Voting  Rights.  So long as any Series D Preferred
Stock remains  outstanding,  the Corporation  shall not, without the affirmative
vote of the holders of at least  two-thirds of the Series D Preferred  Stock and
the  Series D  Preferred  Units  outstanding  at such  time  and not  previously
surrendered in exchange for Series D Preferred  Stock  together,  if applicable,
voting as a single  class based on the number of shares into which such Series D
Preferred  Units  are  then  convertible  (collectively,  the  "Series  D Voting
Securities")  (i)  designate  or create,  or increase the  authorized  or issued
amount  of,  any  class or  series of  shares  ranking  senior  to the  Series D
Preferred  Stock  with  respect  to  payment  of  distributions  or rights  upon
liquidation,  dissolution or winding-up or reclassify  any authorized  shares of
the  Corporation  into  any such  shares,  or  create,  authorize  or issue  any
obligations or securities  convertible  into or evidencing the right to purchase
any such shares,  (ii) designate or create, or increase the authorized or issued
amount of, any Parity Preferred Stock or reclassify any authorized shares of the
Corporation into any such shares, or create,  authorize or issue any obligations
or  securities  convertible  into or  evidencing  the right to purchase any such
shares,  but only to the  extent  such  Parity  Preferred  Stock is issued to an
affiliate of the Corporation (other than Security Capital U.S. Realty,  Security
Capital  Holdings,  S.A. or their affiliates if issued upon arms-length terms in
the good faith  determination  of the Board of  Directors),  or (iii) either (A)
consolidate,  merge  into or with,  or  convey,  transfer  or lease  its  assets
substantially as an entirety,  to any corporation or other entity, or (B) amend,
alter or repeal the provisions of the  Corporation's  Charter  (including  these
Articles  of  Amendment)  or  By-laws,  whether  by  merger,   consolidation  or
otherwise,  in each case that would  materially and adversely affect the powers,
special  rights,  preferences,  privileges  or  voting  power  of the  Series  D
Preferred Stock or the holders thereof; provided,  however, that with respect to
the  occurrence  of a  merger,  consolidation  or a sale or  lease of all of the
Corporation's  assets  as an  entirety,  so long as (a) the  Corporation  is the
surviving  entity and the Series D Preferred Stock remains  outstanding with the
terms thereof unchanged, or (b) the resulting, surviving or transferee entity is
a corporation organized under the laws of any state and substitutes the Series D
Preferred Stock for other preferred  stock having  substantially  the same terms
and same  rights as the Series D  Preferred  Stock,  including  with  respect to
distributions,  voting  rights  and  rights  upon  liquidation,  dissolution  or
winding-up,  then the  occurrence  of any such  event  shall  not be  deemed  to
materially and adversely affect such rights,  privileges or voting powers of the
holders  of the  Series D  Preferred  Stock  and no vote of the  Series D Voting
Securities  shall be  required  in such  case;  and  provided  further  that any
increase in the amount of authorized Preferred Stock or the creation or issuance
of any other class or series of Preferred Stock, or any increase in an amount of
authorized  shares of each  class or  series,  in each case  ranking  either (a)
junior to the Series D Preferred Stock with respect to payment of  distributions
or the distribution of assets upon  liquidation,  dissolution or winding-up,  or
(b) on a parity  with the Series D  Preferred  Stock with  respect to payment of
distributions  or the  distribution of assets upon  liquidation,  dissolution or
winding-up  to the extent such  Preferred  Stock is not issued to a affiliate of
the  Corporation  (other than Security  Capital U.S.  Realty,  Security  Capital
Holdings,  S.A. or their affiliates if issued upon arms-length terms in the good
faith  determination  of  the  Board  of  Directors),  shall  not be  deemed  to
materially and adversely affect such rights,  preferences,  privileges or voting
powers and no vote of the Series D  Preferred  Stock  shall be  required in such
case.

                  Section 7. No Conversion  Rights.  The holders of the Series D
Preferred  Stock shall not have any rights to convert such shares into shares of
any other class or series of stock or into any other  securities of, or interest
in, the Corporation.

     Section 8. No Sinking  Fund. No sinking fund shall be  established  for the
retirement or redemption of Series D Preferred Stock.

                  Section  9. No  Preemptive  Rights.  No holder of the Series D
Preferred  Stock of the Corporation  shall, as such holder,  have any preemptive
rights  to  purchase  or  subscribe  for  additional  shares  of  stock  of  the
Corporation or any other security of the Corporation which it may issue or sell.

     FOURTH: The Series D Preferred Stock have been classified and designated by
the Board of Directors under the authority contained in the Charter.

     FIFTH:  These  Articles  of  Amendment  have been  approved by the Board of
Directors in the manner and by the vote required by law.

                  SIXTH: The undersigned officer of the Corporation acknowledges
these Articles of Amendment to be the corporate act of the  Corporation  and, as
to all  matters or facts  required to be verified  under oath,  the  undersigned
officer acknowledges that to the best of his knowledge,  information and belief,
these  matters  and  facts  are true in all  material  respects  and  that  this
statement is made under the penalties for perjury.



<PAGE>



                  IN WITNESS WHEREOF,  the Corporation has caused these Articles
of  Amendment  to be  executed  under  seal in its name and on its behalf by its
Senior Vice  President  and  attested to by its  Secretary on this ______ day of
September, 1999.



                                                REGENCY REALTY CORPORATION


                                            By:      /s/ Robert L. Miller
                                                  Name:  Robert L. Miller
                                                  Title:    Sr. Vice President



         [SEAL]

         ATTEST:


                  /s/ J. Christian Leavitt
         Name: J. Christian Leavitt
         Title: Secretary



<PAGE>


004.160941.1
004.160941.1
                                        2
004.160941.1

              ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF
                           REGENCY REALTY CORPORATION
               AMENDING THE DESIGNATION OF THE PREFERENCES, RIGHTS
                      AND LIMITATIONS OF 542,532 SHARES OF
               SERIES 1 CUMULATIVE CONVERTIBLE REDEEMABLE PREFERRED STOCK
                                 $0.01 Par Value

                  Pursuant  to  Section   607.1003   of  the  Florida   Business
Corporation Act ("FBCA"), Regency Realty Corporation, a Florida corporation (the
"Corporation"), does hereby certify that:

                  The  Corporation was  incorporated on July 8, 1993,  effective
July 9, 1993,  under the name Regency Realty  Corporation.  By resolutions  duly
adopted on July 29, 1999, the Board of Directors of the Corporation has approved
an  amendment  ("Amendment")  to the  Articles of  Amendment to the Charter (the
"Designation")  designating the  preferences,  rights and limitations of 542,532
shares of Series 1 Cumulative  Convertible Redeemable Preferred Stock, par value
$0.01 per share (the  "Series 1 Preferred  Stock").  Pursuant to Section 9(c) of
the Designation and pursuant to Sections  607.0704 and 607.1004 of the FBCA, the
Amendment  was  approved  by the  written  consent of the holders of record of a
majority of the  outstanding  shares of the Series 1 Preferred  Stock  effective
August ___,  1999.  The number of votes cast by such voting group was sufficient
for approval of the  Amendment by such voting  group.  No other voting group was
entitled to vote on the Amendment.

                  The definition in the  Designation of "Dividend  Payment Date"
is hereby amended to read in full as follows:

                  "'Dividend Payment Date' shall mean the date on which any cash
         dividend is paid on the Common Stock."





                                                  [Signature Page Follows]






<PAGE>


                  IN WITNESS WHEREOF, the undersigned Chief Executive Officer of
the  Corporation  has executed  these  Articles of  Amendment  this _____ day of
______________, 1999.



                                             REGENCY REALTY CORPORATION


                                       By:
                                                 Name:    Bruce M. Johnson
                                          Title:   Executive Vice President and
                                                      Managing Director

[SEAL]




<PAGE>


004.160941.1
004.160941.1
                                        2
004.160941.1

              ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF
                           REGENCY REALTY CORPORATION
               AMENDING THE DESIGNATION OF THE PREFERENCES, RIGHTS
                     AND LIMITATIONS OF 1,502,532 SHARES OF
               SERIES 2 CUMULATIVE CONVERTIBLE REDEEMABLE PREFERRED STOCK
                                 $0.01 Par Value

                  Pursuant  to  Section   607.1003   of  the  Florida   Business
Corporation Act ("FBCA"), Regency Realty Corporation, a Florida corporation (the
"Corporation"), does hereby certify that:

                  The  Corporation was  incorporated on July 8, 1993,  effective
July 9, 1993,  under the name Regency Realty  Corporation.  By resolutions  duly
adopted on July 29, 1999, the Board of Directors of the Corporation has approved
an  amendment  ("Amendment")  to the  Articles of  Amendment to the Charter (the
"Designation") designating the preferences,  rights and limitations of 1,502,532
shares of Series 2 Cumulative  Convertible Redeemable Preferred Stock, par value
$0.01 per share (the  "Series 2 Preferred  Stock").  Pursuant to Section 9(c) of
the Designation and pursuant to Sections  607.0704 and 607.1004 of the FBCA, the
Amendment  was  approved  by the  written  consent of the holders of record of a
majority of the  outstanding  shares of the Series 2 Preferred  Stock  effective
August ___,  1999.  The number of votes cast by such voting group was sufficient
for approval of the  Amendment by such voting  group.  No other voting group was
entitled to vote on the Amendment.

                  The definition in the  Designation of "Dividend  Payment Date"
is hereby amended to read in full as follows:

                  "'Dividend Payment Date' shall mean the date on which any cash
         dividend is paid on the Common Stock."





                                                  [Signature Page Follows]






<PAGE>


                  IN WITNESS WHEREOF, the undersigned Chief Executive Officer of
the  Corporation  has executed  these  Articles of  Amendment  this _____ day of
______________, 1999.



                                             REGENCY REALTY CORPORATION


                                       By:
                                                 Name:    Bruce M. Johnson
                                          Title:   Executive Vice President and
                                                   Managing Director

[SEAL]






                         

                           AMENDED AND RESTATED BYLAWS

                                       OF

                           REGENCY REALTY CORPORATION

                             (a Florida corporation)

                     (as last amended on September 23, 1998)




<PAGE>                                                                


                                        i
                                TABLE OF CONTENTS

                                                                         Page


                                    ARTICLE 1


                                   Definitions

   SECTION 1.1    DEFINITIONS..............................................1

                                    ARTICLE 2


                                     Offices

   SECTION 2.1    PRINCIPAL AND BUSINESS OFFICES...........................1
   SECTION 2.2    REGISTERED OFFICE........................................1

                                    ARTICLE 3


                                  Shareholders

   SECTION 3.1    ANNUAL MEETING...........................................1
   SECTION 3.2    SPECIAL MEETINGS.........................................2
   SECTION 3.3    PLACE OF MEETING.........................................2
   SECTION 3.4    NOTICE OF MEETING........................................2
   SECTION 3.5    WAIVER OF NOTICE.........................................3
   SECTION 3.6    FIXING OF RECORD DATE....................................3
   SECTION 3.7    SHAREHOLDERS' LIST FOR MEETINGS..........................4
   SECTION 3.8    QUORUM...................................................4
   SECTION 3.9    VOTING OF SHARES.........................................5
   SECTION 3.10   VOTE REQUIRED............................................5
   SECTION 3.11   CONDUCT OF MEETING.......................................5
   SECTION 3.12   INSPECTORS OF ELECTION...................................5
   SECTION 3.13   PROXIES..................................................5
   SECTION 3.14   SHAREHOLDER NOMINATIONS AND PROPOSALS....................6
   SECTION 3.15   ACTION BY SHAREHOLDERS WITHOUT MEETING...................6
   SECTION 3.16   ACCEPTANCE OF INSTRUMENTS SHOWING SHAREHOLDER ACTION.....7

                                    ARTICLE 4


                               Board of Directors

   SECTION 4.1    GENERAL POWERS AND NUMBER................................7
   SECTION 4.2    QUALIFICATIONS...........................................8
   SECTION 4.3    TERM OF OFFICE...........................................8
   SECTION 4.4    REMOVAL..................................................8
   SECTION 4.5    RESIGNATION..............................................8
   SECTION 4.6    VACANCIES................................................8
   SECTION 4.7    COMPENSATION.............................................8
   SECTION 4.8    REGULAR MEETINGS.........................................9
   SECTION 4.9    SPECIAL MEETINGS.........................................9
   SECTION 4.10   NOTICE...................................................9
   SECTION 4.11   WAIVER OF
 NOTICE.........................................9
   SECTION 4.12   QUORUM AND VOTING........................................9
   SECTION 4.13   CONDUCT OF MEETINGS......................................9
   SECTION 4.14   COMMITTEES..............................................10
   SECTION 4.15   ACTION WITHOUT MEETING..................................10




<PAGE>



                                    ARTICLE 5


                                    Officers

   SECTION 5.1    NUMBER..................................................11
   SECTION 5.2    ELECTION AND TERM OF OFFICE.............................11
   SECTION 5.3    REMOVAL.................................................11
   SECTION 5.4    RESIGNATION.............................................11
   SECTION 5.5    VACANCIES...............................................11
   SECTION 5.6    CHAIRMAN................................................11
   SECTION 5.7    PRESIDENT...............................................12
   SECTION 5.8    MANAGING DIRECTORS......................................12
   SECTION 5.9    VICE PRESIDENTS.........................................12
   SECTION 5.10   SECRETARY...............................................13
   SECTION 5.11   TREASURER...............................................13
   SECTION 5.12   ASSISTANT SECRETARIES AND ASSISTANT TREASURERS..........13
   SECTION 5.13   OTHER ASSISTANTS AND ACTING OFFICERS....................13
   SECTION 5.14   SALARIES................................................13

                                    ARTICLE 6


             Contracts, Checks and Deposits; Special Corporate Acts

   SECTION 6.1    CONTRACTS...............................................14
   SECTION 6.2    CHECKS, DRAFTS, ETC.....................................14
   SECTION 6.3    DEPOSITS................................................14
   SECTION 6.4    VOTING OF SECURITIES OWNED BY CORPORATION...............14

                                    ARTICLE 7


                   Certificates for Shares; Transfer of Shares

   SECTION 7.1    CONSIDERATION FOR SHARES................................14
   SECTION 7.2    CERTIFICATES FOR SHARES.................................15
   SECTION 7.3    TRANSFER OF SHARES......................................15
   SECTION 7.4    RESTRICTIONS ON TRANSFER................................15
   SECTION 7.5    LOST, DESTROYED, OR STOLEN CERTIFICATES.................15
   SECTION 7.6    STOCK REGULATIONS.......................................16

                                    ARTICLE 8


                                      Seal

   SECTION 8.1    SEAL....................................................16

                                    ARTICLE 9


                                Books and Records

   SECTION 9.1    BOOKS AND RECORDS.......................................16
   SECTION 9.2    SHAREHOLDERS' INSPECTION RIGHTS.........................16
   SECTION 9.3    DISTRIBUTION OF FINANCIAL INFORMATION...................16
   SECTION 9.4    OTHER REPORTS...........................................16

                                   ARTICLE 10


                                 Indemnification

   SECTION 10.1   PROVISION OF INDEMNIFICATION............................16

                                   ARTICLE 11


                                   Amendments

   SECTION 11.1   POWER TO AMEND..........................................17

ARTICLE 1


<PAGE>


                                       -1-
ARTICLE 1

                                   Definitions

Section 1.1       Definitions.  The  following  terms  shall have the  following
  meanings  for  purposes  of these
                  ------------
bylaws:

         "Act" means the Florida Business  Corporation Act, as it may be amended
from time to time, or any successor legislation thereto.

         "Deliver" or "delivery"  includes delivery by hand; United States mail;
facsimile,  telegraph,  teletype or other form of electronic  transmission;  and
private mail carriers handling nationwide mail services.

         "Distribution"  means a direct or  indirect  transfer of money or other
property  (except shares in the corporation) or an incurrence of indebtedness by
the  corporation to or for the benefit of  shareholders in respect of any of the
corporation's  shares.  A  distribution  may be in the form of a declaration  or
payment of a dividend; a purchase, redemption, or other acquisition of shares; a
distribution of indebtedness; or otherwise.

         "Principal  office"  means the office  (within or without  the State of
Florida) where the corporation's  principal  executive  offices are located,  as
designated  in the  Articles of  Incorporation  until an annual  report has been
filed with the Florida  Department of State, and thereafter as designated in the
annual report.

ARTICLE 2

                                     Offices

Section 2.1  Principal  and  Business  Offices.  The  corporation  may have such
principal  and other  business  offices,  either  within or without the State of
Florida,  as the Board of  Directors  may  designate  or as the  business of the
corporation may require from time to time.

Section 2.2 Registered Office. The registered office of the corporation required
by the  Act to be  maintained  in the  State  of  Florida  may but  need  not be
identical with the principal office if located in the State of Florida,  and the
address of the  registered  office may be changed from time to time by the Board
of Directors or by the registered  agent.  The business office of the registered
agent of the corporation shall be identical to such registered office.

ARTICLE 3

                                  Shareholders

Section 3.1 Annual  Meeting.  The annual meeting of  shareholders  shall be held
within four months after the close of each fiscal year of the  corporation  on a
date and at a time and  place  designated  by the  Board of  Directors,  for the
purpose of electing  directors and for the transaction of such other business as
may come before the meeting.  If the election of directors  shall not be held on
the day fixed as herein provided for any annual meeting of  shareholders,  or at
any adjournment  thereof,  the Board of Directors shall cause the election to be
held at a special meeting of shareholders as soon thereafter as is practicable.

Section 3.2       Special Meetings.

(a)      Call by Directors or President.  Special  meetings of  shareholders, 
or any purpose or purposes,  may be called by the Board of Directors, the 
Chairman of the Board (if any) or the President.

(b) Call by  Shareholders.  The  corporation  shall  call a special  meeting  of
shareholders in the event that the holders of at least ten percent of all of the
votes entitled to be cast on any issue proposed to be considered at the proposed
special  meeting  sign,  date,  and deliver to the Secretary one or more written
demands for the meeting  describing  one or more  purposes for which it is to be
held. The  corporation  shall give notice of such a special meeting within sixty
days after the date that the demand is delivered to the corporation.

Section 3.3 Place of Meeting.  The Board of Directors  may  designate any place,
either  within or without the State of Florida,  as the place of meeting for any
annual or special meeting of shareholders.  If no designation is made, the place
of meeting shall be the principal office of the corporation.

Section 3.4       Notice of Meeting.

(a) Content and Delivery.  Written notice  stating the date,  time, and place of
any meeting of shareholders  and, in the case of a special meeting,  the purpose
or purposes for which the meeting is called,  shall be  delivered  not less than
ten days nor more than  sixty days  before the date of the  meeting by or at the
direction  of the  President  or the  Secretary,  or the officer or persons duly
calling the  meeting,  to each  shareholder  of record  entitled to vote at such
meeting  and to such  other  persons  as  required  by the Act.  Unless  the Act
requires  otherwise,  notice of an annual meeting need not include a description
of the purpose or purposes for which the meeting is called. If mailed, notice of
a meeting of shareholders  shall be deemed to be delivered when deposited in the
United  States mail,  addressed to the  shareholder  at his or her address as it
appears on the stock  record  books of the  corporation,  with  postage  thereon
prepaid.

(b)  Notice  of  Adjourned  Meetings.   If  an  annual  or  special  meeting  of
shareholders is adjourned to a different date,  time, or place,  the corporation
shall not be required to give notice of the new date,  time, or place if the new
date, time, or place is announced at the meeting before  adjournment;  provided,
however, that if a new record date for an adjourned meeting is or must be fixed,
the  corporation  shall give notice of the adjourned  meeting to persons who are
shareholders  as of the new  record  date  who are  entitled  to  notice  of the
meeting.

(c) No Notice Under Certain Circumstances.  Notwithstanding the other provisions
of this  Section,  no  notice of a meeting  of  shareholders  need be given to a
shareholder  if: (1) an annual report and proxy  statement  for two  consecutive
annual meetings of shareholders, or (2) all, and at least two, checks in payment
of dividends or interest on securities  during a  twelve-month  period have been
sent by first-class,  United States mail, addressed to the shareholder at his or
her address as it appears on the share  transfer books of the  corporation,  and
returned  undeliverable.  The obligation of the  corporation to give notice of a
shareholders'  meeting  to any such  shareholder  shall be  reinstated  once the
corporation  has  received a new address for such  shareholder  for entry on its
share transfer books.

Section 3.5


<PAGE>


         Waiver of Notice.

(a) Written  Waiver.  A shareholder  may waive any notice required by the Act or
these  bylaws  before or after the date and time  stated for the  meeting in the
notice. The waiver shall be in writing and signed by the shareholder entitled to
the notice,  and be delivered to the corporation for inclusion in the minutes or
filing with the corporate records.  Neither the business to be transacted at nor
the purpose of any regular or special meeting of shareholders  need be specified
in any written waiver of notice.

(b) Waiver by Attendance.  A shareholder's attendance at a meeting, in person or
by  proxy,  waives  objection  to all of the  following:  (1) lack of  notice or
defective notice of the meeting,  unless the shareholder at the beginning of the
meeting  objects to holding the meeting or transacting  business at the meeting;
and (2)  consideration of a particular  matter at the meeting that is not within
the purpose or purposes described in the meeting notice,  unless the shareholder
objects to considering the matter when it is presented.

Section 3.6       Fixing of Record Date.

(a) General. The Board of Directors may fix in advance a date as the record date
for  the  purpose  of   determining   shareholders   entitled  to  notice  of  a
shareholders'  meeting,  entitled to vote, or take any other action. In no event
may a record date fixed by the Board of Directors be a date  preceding  the date
upon which the resolution  fixing the record date is adopted or a date more than
seventy days before the date of meeting or action  requiring a determination  of
shareholders.

     (b) Special Meeting. The record date for determining  shareholders entitled
to demand a special meeting shall be the close of business on the date the first
shareholder delivers his or her demand to the corporation.

(c) Shareholder Action by Written Consent. If no prior action is required by the
Board  of  Directors  pursuant  to the Act,  the  record  date  for  determining
shareholders  entitled  to take action  without a meeting  shall be the close of
business on the date the first signed written consent with respect to the action
in question is delivered to the corporation,  but if prior action is required by
the Board of Directors  pursuant to the Act, such record date shall be the close
of business on the date on which the Board of  Directors  adopts the  resolution
taking such prior action unless the Board of Directors  otherwise fixes a record
date.

(d) Absence of Board  Determination for Shareholders'  Meeting.  If the Board of
Directors  does not  determine  the  record  date for  determining  shareholders
entitled to notice of and to vote at an annual or special shareholders' meeting,
such  record  date  shall be the close of  business  on the day before the first
notice with respect thereto is delivered to shareholders.

(e) Adjourned  Meeting. A record date for determining  shareholders  entitled to
notice of or to vote at a shareholders' meeting is effective for any adjournment
of the meeting unless the Board of Directors  fixes a new record date,  which it
must do if the meeting is  adjourned to a date more than 120 days after the date
fixed for the original meeting.

(f) Certain  Distributions.  If the Board of Directors  does not  determine  the
record date for determining  shareholders entitled to a distribution (other than
one involving a purchase,  redemption, or other acquisition of the corporation's
shares or a share dividend),  such record date shall be the close of business on
the date on which the Board of Directors authorizes the distribution.

Section 3.7       Shareholders' List for Meetings.

(a)  Preparation  and  Availability.  After  a  record  date  for a  meeting  of
shareholders has been fixed, the corporation  shall prepare an alphabetical list
of the names of all of the shareholders  entitled to notice of the meeting.  The
list  shall be  arranged  by class or series  of  shares,  if any,  and show the
address of and  number of shares  held by each  shareholder.  Such list shall be
available for  inspection by any  shareholder  for a period of ten days prior to
the  meeting or such  shorter  time as exists  between  the record  date and the
meeting date, and continuing through the meeting, at the corporation's principal
office,  at a place  identified  in the  meeting  notice  in the city  where the
meeting will be held, or at the office of the  corporation's  transfer  agent or
registrar,  if any. A  shareholder  or his or her agent may, on written  demand,
inspect  the  list,  subject  to the  requirements  of the Act,  during  regular
business hours and at his or her expense, during the period that it is available
for  inspection  pursuant  to this  Section.  The  corporation  shall  make  the
shareholders'  list  available at the meeting and any  shareholder or his or her
agent or  attorney  may  inspect  the list at any time during the meeting or any
adjournment thereof.

     (b) Prima Facie Evidence. The shareholders' list is prima facie evidence of
the identity of shareholders  entitled to examine the  shareholders'  list or to
vote at a meeting of shareholders.

(c)  Failure  to  Comply.  If the  requirements  of this  Section  have not been
substantially   complied  with,  or  if  the  corporation  refuses  to  allow  a
shareholder  or his or her agent or attorney to inspect the  shareholders'  list
before or at the  meeting,  on the  demand of any  shareholder,  in person or by
proxy, who failed to get such access,  the meeting shall be adjourned until such
requirements are complied with.

     (d) Validity of Action Not Affected.  Refusal or failure to prepare or make
available  the  shareholders'  list shall not affect the  validity of any action
taken at a meeting of shareholders.

Section 3.8       Quorum.
                  -------

(a) What  Constitutes  a Quorum.  Shares  entitled to vote as a separate  voting
group may take action on a matter at a meeting  only if a quorum of those shares
exists with respect to that  matter.  If the  corporation  has only one class of
stock  outstanding,  such class shall  constitute  a separate  voting  group for
purposes of this Section. Except as otherwise provided in the Act, a majority of
the votes  entitled to be cast on the matter  shall  constitute  a quorum of the
voting group for action on that matter.

(b)  Presence  of  Shares.  Once a share is  represented  for any  purpose  at a
meeting,  other than for the  purpose of  objecting  to holding  the  meeting or
transacting  business at the meeting,  it is considered  present for purposes of
determining whether a quorum exists for the remainder of the meeting and for any
adjournment  of that meeting  unless a new record date is or must be set for the
adjourned meeting.

(c) Adjournment in Absence of Quorum. Where a quorum is not present, the holders
of a majority of the shares represented and who would be entitled to vote at the
meeting if a quorum were present may adjourn such meeting from time to time.

Section  3.9  Voting  of  Shares.   Except  as  provided  in  the   Articles  of
Incorporation  or the Act,  each  outstanding  share,  regardless  of class,  is
entitled to one vote on each matter voted on at a meeting of shareholders.

Section 3.10      Vote Required.

(a) Matters Other Than Election of Directors.  If a quorum exists, except in the
case of the  election of  directors,  action on a matter  shall be approved by a
majority of the votes cast at such  meeting,  unless the Act or the  Articles of
Incorporation require a greater number of affirmative votes.

(b) Election of Directors.  Each director shall be elected by a plurality of the
votes cast by the shares  entitled  to vote in the  election of  directors  at a
meeting at which a quorum is present.  Each  shareholder who is entitled to vote
at an election of directors  has the right to vote the number of shares owned by
him  or  her  for  as  many  persons  as  there  are  directors  to be  elected.
Shareholders do not have a right to cumulate their votes for directors.

Section 3.11 Conduct of Meeting. The Chairman of the Board of Directors,  and if
there  be  none,  or in his or her  absence,  the  President,  and in his or her
absence,  a Vice  President  in the order  provided  under the  Section of these
bylaws titled "Vice Presidents," and in their absence,  any person chosen by the
shareholders  present shall call a shareholders'  meeting to order and shall act
as presiding officer of the meeting,  and the Secretary of the corporation shall
act as secretary of all meetings of the shareholders, but, in the absence of the
Secretary,  the  presiding  officer  may  appoint  any  other  person  to act as
secretary of the meeting.  The presiding officer of the meeting shall have broad
discretion in determining the order of business at a shareholders'  meeting. The
presiding  officer's  authority to conduct the meeting shall include,  but in no
way be limited to, recognizing  shareholders  entitled to speak, calling for the
necessary  reports,  stating  questions and putting them to a vote,  calling for
nominations,  and announcing the results of voting.  The presiding  officer also
shall take such actions as are necessary and  appropriate  to preserve  order at
the meeting.  The rules of  parliamentary  procedure need not be observed in the
conduct of  shareholders'  meetings;  however,  meetings  shall be  conducted in
accordance  with accepted  usage and common  practice with fair treatment to all
who are entitled to take part.

Section 3.12 Inspectors of Election.  Inspectors of election may be appointed by
the Board of Directors to act at any meeting of  shareholders  at which any vote
is taken. If inspectors of election are not so appointed,  the presiding officer
of the meeting  may,  and on the  request of any  shareholder  shall,  make such
appointment.  The  inspectors of election  shall  determine the number of shares
outstanding,  the voting rights with respect to each, the shares  represented at
the meeting,  the existence of a quorum,  and the  authenticity,  validity,  and
effect of proxies;  receive  votes,  ballots,  consents,  and waivers;  hear and
determine  all  challenges  and questions  arising in connection  with the vote;
count and tabulate all votes, consents, and waivers;  determine and announce the
result;  and do such acts as are proper to  conduct  the  election  or vote with
fairness to all  shareholders.  No inspector,  whether appointed by the Board of
Directors or by the person acting as presiding officer of the meeting, need be a
shareholder.

Section 3.13      Proxies.
                  --------

(a) Appointment. At all meetings of shareholders,  a shareholder may vote his or
her shares in person or by proxy.  A shareholder  may appoint a proxy to vote or
otherwise  act for the  shareholder  by  signing  an  appointment  form,  either
personally or by his or her  attorney-in-fact.  If an appointment form expressly
provides,  any proxy holder may appoint,  in writing, a substitute to act in his
or her place. A telegraph,  telex, or a cablegram, a facsimile transmission of a
signed  appointment  form,  or  a  photographic,   photostatic,   or  equivalent
reproduction of a signed appointment form is a sufficient appointment form.

(b) When Effective.  An appointment of a proxy is effective when received by the
Secretary or other  officer or agent of the  corporation  authorized to tabulate
votes. An appointment is valid for up to eleven months unless a longer period is
expressly  provided  in the  appointment  form.  An  appointment  of a proxy  is
revocable by the shareholder  unless the appointment form  conspicuously  states
that it is irrevocable and the appointment is coupled with an interest.

Section 3.14 Shareholder  Nominations and Proposals.  Any shareholder nomination
or proposal for action at a forthcoming shareholder meeting must be delivered to
the corporation no later than the deadline for submitting  shareholder proposals
pursuant to Securities  Exchange Commission  Regulations Section 240.14a-8.  The
presiding officer at any shareholder  meeting shall not be required to recognize
any proposal or nomination which did not comply with such deadline.

Section 3.15      Action by Shareholders Without Meeting.

(a) Requirements for Written  Consents.  Any action required or permitted by the
Act to be taken at any annual or special  meeting of  shareholders  may be taken
without a  meeting,  without  prior  notice,  and  without a vote if one or more
written  consents  describing  the action taken shall be signed and dated by the
holders of  outstanding  stock entitled to vote thereon having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares  entitled  to vote  thereon  were  present  and
voted.  Such  consents  must  be  delivered  to  the  principal  office  of  the
corporation  in Florida,  the  corporation's  principal  place of business,  the
Secretary,  or another officer or agent of the corporation having custody of the
books in which proceedings of meetings of shareholders are recorded.  No written
consent  shall be effective  to take the  corporate  action  referred to therein
unless, within sixty days of the date of the earliest dated consent delivered in
the manner  required  herein,  written  consents signed by the number of holders
required  to take action are  delivered  to the  corporation  by delivery as set
forth in this Section.

(b) Revocation of Written Consents.  Any written consent may be revoked prior to
the date that the  corporation  receives  the  required  number of  consents  to
authorize the proposed action.  No revocation is effective unless in writing and
until  received by the  corporation  at its  principal  office in Florida or its
principal  place of business,  or received by the  Secretary or other officer or
agent  having  custody  of  the  books  in  which  proceedings  of  meetings  of
shareholders are recorded.

(c) Notice to Nonconsenting  Shareholders.  Within ten days after obtaining such
authorization  by  written  consent,  notice  must be given in  writing to those
shareholders  who have not  consented in writing or who are not entitled to vote
on the action.  The notice shall fairly  summarize the material  features of the
authorized  action and, if the action be such for which  dissenters'  rights are
provided under the Act, the notice shall contain a clear  statement of the right
of shareholders  dissenting  therefrom to be paid the fair value of their shares
upon  compliance  with  the  provisions  of the  Act  regarding  the  rights  of
dissenting shareholders.

(d) Same Effect as Vote at Meeting.  A consent signed under this Section has the
effect of a meeting vote and may be described as such in any document.  Whenever
action is taken by written consent pursuant to this Section, the written consent
of the  shareholders  consenting  thereto or the written  reports of  inspectors
appointed  to  tabulate  such  consents  shall be  filed  with  the  minutes  of
proceedings of shareholders.

Section 3.16 Acceptance of Instruments  Showing  Shareholder Action. If the name
signed on a vote, consent,  waiver, or proxy appointment corresponds to the name
of a shareholder, the corporation, if acting in good faith, may accept the vote,
consent,  waiver,  or  proxy  appointment  and  give it  effect  as the act of a
shareholder. If the name signed on a vote, consent, waiver, or proxy appointment
does not correspond to the name of a shareholder,  the corporation, if acting in
good faith, may accept the vote, consent,  waiver, or proxy appointment and give
it effect as the act of the shareholder if any of the following apply:

(a)      The  shareholder  is an entity  and the name  signed  purports  to be 
         that of an  officer  or agent of the entity;

(b)      The  name  signed  purports  to be that of a  administrator,  executor,
         guardian,  personal  representative,  or conservator  representing  the
         shareholder  and, if the  corporation  requests,  evidence of fiduciary
         status  acceptable to the  corporation is presented with respect to the
         vote, consent, waiver, or proxy appointment;

(c)      The  name  signed  purports  to be that of a  receiver  or  trustee  in
         bankruptcy, or assignee for the benefit of creditors of the shareholder
         and, if the corporation requests, evidence of this status acceptable to
         the corporation is presented with respect to the vote, consent, waiver,
         or proxy appointment;

(d)      The name signed purports to be that of a pledgee,  beneficial owner, or
         attorney-in-fact  of the shareholder and, if the corporation  requests,
         evidence acceptable to the corporation of the signatory's  authority to
         sign  for the  shareholder  is  presented  with  respect  to the  vote,
         consent, waiver, or proxy appointment; or

(e)      Two or more persons are the shareholder as cotenants or fiduciaries and
         the  name  signed  purports  to be  the  name  of at  least  one of the
         co-owners and the person signing  appears to be acting on behalf of all
         co-owners.

The corporation may reject a vote, consent,  waiver, or proxy appointment if the
Secretary or other  officer or agent of the  corporation  who is  authorized  to
tabulate votes,  acting in good faith,  has reasonable basis for doubt about the
validity of the signature on it or about the  signatory's  authority to sign for
the shareholder.

ARTICLE 4

                               Board of Directors

Section 4.1 General Powers and Number.  All corporate  powers shall be exercised
by or under the  authority  of, and the business and affairs of the  corporation
managed under the direction of, the Board of Directors, a majority of whom shall
be Independent Directors. The number of directors shall be established from time
to time by resolution  of the Board of Directors.  For purposes of this section,
"Independent  Director" shall mean a person other than an officer or employee of
the  corporation  or  its  subsidiaries  or  any  other   individual   having  a
relationship  which,  in the opinion of the board of directors,  would interfere
with the exercise of independent  judgment in carrying out the  responsibilities
of a director.

     Section  4.2  Qualifications.  Directors  must be natural  persons  who are
eighteen  years of age or  older  but need  not be  residents  of this  state or
shareholders of the corporation.

Section 4.3 Term of Office.  The directors shall be classified,  with respect to
the time for which they  severally hold office,  into three  classes,  as nearly
equal in number as  possible.  The first class shall be  established  for a term
expiring  at the  annual  meeting of  shareholders  to be held in 1994 and shall
consist  initially of one director.  The second class shall be established for a
term expiring at the annual meeting of shareholders to be held in 1995 and shall
consist  initially  of  one  director.  The  third  and  final  class  shall  be
established for a term expiring at the annual meeting of shareholders to be held
in 1996 and shall  consist  initially  of two  directors.  Each class shall hold
office until its successors are elected and qualified. At each annual meeting of
the  shareholders of the  corporation,  the successors of the class of directors
whose terms  expire at that  meeting  shall be elected to hold office for a term
expiring at the annual meeting of shareholders  held in the third year following
the year of their election.

Section 4.4 Removal.  The  shareholders may remove one or more directors with or
without  cause.  A director may be removed by the  shareholders  at a meeting of
shareholders,  provided that the notice of the meeting  states that the purpose,
or one of the purposes, of the meeting is such removal.

Section 4.5 Resignation. A director may resign at any time by delivering written
notice to the Board of Directors or its Chairman (if any) or to the corporation.
A director's  resignation is effective  when the notice is delivered  unless the
notice specifies a later effective date.

Section 4.6       Vacancies.
                  ----------

(a) Who May Fill  Vacancies.  Except as  provided  below,  whenever  any vacancy
occurs on the Board of Directors, including a vacancy resulting from an increase
in the  number  of  directors,  it may be filled  by the  affirmative  vote of a
majority of the  remaining  directors  though less than a quorum of the Board of
Directors,  or by the shareholders.  Any director elected in accordance with the
preceding  sentence  shall  hold  office  until the next  annual  meeting of the
corporation,  at which time a successor shall be elected to finish the remaining
term of such director's  position.  If the directors  first fill a vacancy,  the
shareholders  shall have no further right with respect to that  vacancy,  and if
the  shareholders  first fill the vacancy,  the directors  shall have no further
rights with respect to that vacancy.

(b) Directors  Elected by Voting  Groups.  Whenever the holders of shares of any
voting  group  are  entitled  to elect a class of one or more  directors  by the
provisions  of the  Articles of  Incorporation,  vacancies  in such class may be
filled by  holders  of  shares  of that  voting  group or by a  majority  of the
directors  then in office  elected by such voting  group or by a sole  remaining
director so  elected.  If no director  elected by such voting  group  remains in
office,  unless the Articles of Incorporation  provide otherwise,  directors not
elected by such voting group may fill vacancies.

(c) Prospective  Vacancies.  A vacancy that will occur at a specific later date,
because of a resignation  effective at a later date or otherwise,  may be filled
before the vacancy  occurs,  but the new  director may not take office until the
vacancy occurs.

Section 4.7 Compensation.  The Board of Directors,  irrespective of any personal
interest of any of its members,  may establish  reasonable  compensation  of all
directors for services to the corporation as directors,  officers, or otherwise,
or may  delegate  such  authority  to an  appropriate  committee.  The  Board of
Directors also shall have  authority to provide for or delegate  authority to an
appropriate  committee to provide for reasonable  pensions,  disability or death
benefits, and other benefits or payments, to directors,  officers, and employees
and to their families, dependents, estates, or beneficiaries on account of prior
services rendered to the corporation by such directors, officers, and employees.

Section 4.8 Regular Meetings.  A regular meeting of the Board of Directors shall
be held  without  other  notice  than this  bylaw  immediately  after the annual
meeting of shareholders and each adjourned  session  thereof.  The place of such
regular  meeting  shall be the same as the place of the meeting of  shareholders
which  precedes  it, or such other  suitable  place as may be  announced at such
meeting of shareholders.  The Board of Directors may provide, by resolution, the
date,  time, and place,  either within or without the State of Florida,  for the
holding of additional  regular meetings of the Board of Directors without notice
other than such resolution.

Section 4.9 Special Meetings.  Special meetings of the Board of Directors may be
called by the Chairman of the Board (if any),  the President or one-third of the
members of the Board of Directors. The person or persons calling the meeting may
fix any place,  either within or without the State of Florida,  as the place for
holding any special meeting of the Board of Directors,  and if no other place is
fixed, the place of the meeting shall be the principal office of the corporation
in the State of Florida.

Section 4.10 Notice. Special meetings of the Board of Directors must be preceded
by at least two days' notice of the date,  time,  and place of the meeting.  The
notice need not describe the purpose of the special meeting.

Section  4.11  Waiver of Notice.  Notice of a meeting of the Board of  Directors
need not be given to any director who signs a waiver of notice  either before or
after the  meeting.  Attendance  of a director at a meeting  shall  constitute a
waiver of notice of such  meeting  and waiver of any and all  objections  to the
place of the  meeting,  the time of the  meeting,  or the manner in which it has
been called or convened,  except when a director states, at the beginning of the
meeting  or  promptly  upon  arrival  at  the  meeting,  any  objection  to  the
transaction of business because the meeting is not lawfully called or convened.

Section 4.12 Quorum and Voting. A quorum of the Board of Directors consists of a
majority of the number of directors  prescribed by these bylaws.  If a quorum is
present when a vote is taken,  the  affirmative  vote of a majority of directors
present is the act of the Board of  Directors.  A  director  who is present at a
meeting of the Board of Directors or a committee of the Board of Directors  when
corporate action is taken is deemed to have assented to the action taken unless:
(a) he or she objects at the  beginning of the meeting (or promptly  upon his or
her arrival) to holding it or transacting  specified business at the meeting; or
(b) he or she votes against or abstains from the action taken.

Section 4.13      Conduct of Meetings.

(a) Presiding Officer. The Board of Directors may elect from among its members a
Chairman of the Board of  Directors,  who shall preside at meetings of the Board
of Directors.  The Chairman, and if there be none, or in his or her absence, the
President,  and in his or her absence,  a Vice  President in the order  provided
under  the  Section  of these  bylaws  titled  "Vice  Presidents,"  and in their
absence,  any director chosen by the directors  present,  shall call meetings of
the  Board of  Directors  to order and shall  act as  presiding  officer  of the
meeting.

(b)  Minutes.  The  Secretary of the  corporation  shall act as secretary of all
meetings  of the Board of  Directors  but in the absence of the  Secretary,  the
presiding  officer may appoint any other  person  present to act as secretary of
the meeting. Minutes of any regular or special meeting of the Board of Directors
shall be prepared and distributed to each director.

(c) Adjournments.  A majority of the directors present,  whether or not a quorum
exists,  may adjourn any meeting of the Board of  Directors  to another time and
place.  Notice of any such adjourned meeting shall be given to the directors who
are not present at the time of the adjournment and, unless the time and place of
the adjourned meeting are announced at the time of the adjournment, to the other
directors.

(d)  Participation  by Conference Call or Similar Means.  The Board of Directors
may permit any or all directors to participate in a regular or a special meeting
by, or conduct the meeting  through  the use of, any means of  communication  by
which all directors  participating may simultaneously hear each other during the
meeting.  A  director  participating  in a meeting by this means is deemed to be
present in person at the meeting.

Section 4.14  Committees.  The Board of Directors,  by  resolution  adopted by a
majority of the full Board of Directors, may designate from among its members an
Executive  Committee and one or more other committees (which may include, by way
of  example  and not as a  limitation,  a  Compensation  Committee  and an Audit
Committee) each of which, to the extent provided in such resolution,  shall have
and may exercise all the  authority  of the Board of  Directors,  except that no
such committee shall have the authority to:

(a)      approve  or  recommend  to  shareholders  actions  or  proposals 
         required  by the Act to be  approved  by shareholders;

(b)      fill vacancies on the Board of Directors or any committee thereof;

(c)      adopt, amend, or repeal these bylaws;

(d)      authorize  or  approve  the  reacquisition  of  shares  unless
         pursuant  to a general  formula  or method specified by the Board of
         Directors;  or

(e)      authorize  or approve the  issuance or sale or contract for the sale of
         shares, or determine the designation and relative rights,  preferences,
         and  limitations  of a voting  group except that the Board of Directors
         may  authorize  a  committee  (or a  senior  executive  officer  of the
         corporation)  to do so within  limits  specifically  prescribed  by the
         Board of Directors.

Each committee must have two or more members, who shall serve at the pleasure of
the Board of  Directors.  The  Board of  Directors,  by  resolution  adopted  in
accordance  with this Section,  may designate one or more directors as alternate
members of any such committee,  who may act in the place and stead of any absent
member or members at any  meeting of such  committee.  The  provisions  of these
bylaws which govern meetings, notice and waiver of notice, and quorum and voting
requirements  of the Board of Directors apply to committees and their members as
well.

Section 4.15 Action Without Meeting. Any action required or permitted by the Act
to be taken at a meeting of the Board of Directors or a committee thereof may be
taken without a meeting if the action is taken by all members of the Board or of
the  committee.  The action shall be  evidenced by one or more written  consents
describing  the action taken,  signed by each  director or committee  member and
retained  by the  corporation.  Such  action  shall be  effective  when the last
director or committee member signs the consent,  unless the consent  specifies a
different  effective date. A consent signed under this Section has the effect of
a vote at a meeting and may be described as such in any document.

ARTICLE 5

                                    Officers

Section  5.1  Number.  The  principal  officers  of the  corporation  shall be a
President,  the number of Managing  Directors and Vice  Presidents as authorized
from time to time by the Board of Directors, a Secretary, and a Treasurer,  each
of whom  shall be  elected  by the Board of  Directors.  The  President  and the
Managing   Directors  shall  be  the  executive   officers  of  the  corporation
responsible for all policy making functions, under the direction of the Board of
Directors. Such other officers and assistant officers as may be deemed necessary
may be elected or  appointed by the Board of  Directors.  The Board of Directors
may also authorize any duly appointed officer to appoint one or more officers or
assistant  officers.  The same individual may simultaneously  hold more than one
office.

Section 5.2 Election and Term of Office.  The officers of the  corporation to be
elected  by the Board of  Directors  shall be elected  annually  by the Board of
Directors at the first meeting of the Board of Directors  held after each annual
meeting of the  shareholders.  If the election of officers  shall not be held at
such meeting,  such election shall be held as soon thereafter as is practicable.
Each officer shall hold office until his or her  successor  shall have been duly
elected or until his or her prior death, resignation, or removal.

Section 5.3 Removal.  The Board of Directors may remove any officer and,  unless
restricted  by the Board of  Directors,  an officer  may  remove any  officer or
assistant officer appointed by that officer,  at any time, with or without cause
and  notwithstanding  the contract rights,  if any, of the officer removed.  The
appointment of an officer does not of itself create contract rights.

Section 5.4 Resignation.  An officer may resign at any time by delivering notice
to the  corporation.  The  resignation  shall be  effective  when the  notice is
delivered,   unless  the  notice  specifies  a  later  effective  date  and  the
corporation accepts the later effective date. If a resignation is made effective
at a later date and the  corporation  accepts  the future  effective  date,  the
pending  vacancy may be filled before the  effective  date but the successor may
not take office until the effective date.

Section  5.5  Vacancies.  A vacancy in any  principal  office  because of death,
resignation,  removal,  disqualification,  or otherwise, shall be filled as soon
thereafter as practicable by the Board of Directors for the unexpired portion of
the term.

Section  5.6  Chairman.  The  Chairman  of the Board of  Directors  shall be the
principal  executive officer of the corporation and, subject to the direction of
the  Board  of  Directors,  shall  in  general  supervise  all of  the  business
operations and affairs of the  corporation,  the daily operations of which shall
be under the control of the President. The Chairman shall, when present, preside
over all meetings of the Board of Directors and shareholders of the corporation.
The Chairman shall have authority, subject to such rules as may be prescribed by
the Board of  Directors,  to direct  the  President  in the  performance  of the
President's duties. The Chairman shall have authority,  subject to such rules as
may be  prescribed  by the  Board of  Directors,  to  appoint  such  agents  and
employees of the  corporation  as he shall deem  necessary,  to prescribe  their
powers, duties and compensation,  and to delegate authority to them. Such agents
and employees shall hold office at the discretion of the Chairman.  The Chairman
shall have  authority to sign  certificates  for shares of the  corporation  the
issuance  of which  shall have been  authorized  by  resolution  of the Board of
Directors,  and to execute and acknowledge,  on behalf of the  corporation,  all
deeds, mortgages, bonds, contracts,  leases, reports, and all other documents or
instruments   necessary   or  proper  to  be  executed  in  the  course  of  the
corporation's  regular  business,  or which shall be authorized by resolution of
the Board of Directors;  and except as otherwise provided by law or the Board of
Directors, the Chairman may authorize the President, any Managing Director, Vice
President  or  other  officer  or  agent  of  the  corporation  to  execute  and
acknowledge such documents or instruments in his place and stead. In general, he
or she shall  perform all duties as may be  prescribed by the Board of Directors
from time to time.

Section 5.7 President. The President shall be the principal operating officer of
the corporation  and, subject to the direction of the Board of Directors and the
Chairman, shall in general supervise and control all of the business and affairs
of the corporation.  If the Chairman of the Board is not present,  the President
shall  preside at all meetings of the Board of Directors and  shareholders.  The
President  shall have  authority,  subject to such rules as may be prescribed by
the Board of Directors,  to appoint such agents and employees of the corporation
as he or she shall  deem  necessary,  to  prescribe  their  powers,  duties  and
compensation, and to delegate authority to them. Such agents and employees shall
hold  office at the  discretion  of the  President.  The  President  shall  have
authority,  subject to such rules as may be prescribed by the Board of Directors
and/or the Chairman,  to sign  certificates  for shares of the  corporation  the
issuance  of which  shall have been  authorized  by  resolution  of the Board of
Directors,  and to execute and acknowledge,  on behalf of the  corporation,  all
deeds, mortgages, bonds, contracts,  leases, reports, and all other documents or
instruments   necessary   or  proper  to  be  executed  in  the  course  of  the
corporation's  regular  business,  or which shall be authorized by resolution of
the Board of Directors; and, except as otherwise provided by law or the Board of
Directors or the Chairman,  the  President may authorize any Managing  Director,
Vice  President  or other  officer or agent of the  corporation  to execute  and
acknowledge  such  documents or  instruments  in his or her place and stead.  In
general he or she shall  perform all duties  incident to the office of President
and such other duties as may be prescribed  by the Board of Directors  from time
to time.

Section 5.8 Managing Directors.  In the absence of the President or in the event
of the President's  death,  inability or refusal to act, or in the event for any
reason  it shall be  impracticable  for the  President  to act  personally,  the
Managing Director (or in the event there be more than one Managing Director, the
Managing Directors in the order designated by the Board of Directors,  or in the
absence  of any  designation,  then in the  order  of their  seniority  with the
corporation),  shall  perform the duties of the  President,  and when so acting,
shall have all the powers of and be  subject  to all the  restrictions  upon the
President.  Any  Managing  Director  may sign  certificates  for  shares  of the
corporation  the issuance of which shall have been  authorized  by resolution of
the Board of  Directors;  and shall  perform  such  other  duties  and have such
authority as from time to time may be delegated or assigned to him or her by the
President or by the Board of Directors.  The execution of any  instrument of the
corporation by any Managing Director shall be conclusive  evidence,  as to third
parties, of his or her authority to act in the stead of the President.

Section  5.9 Vice  Presidents.  The Board of  Directors  may appoint one or more
Executive Vice  Presidents,  Senior Vice  Presidents and other Vice  Presidents,
prescribe their powers and duties, including performing the duties of a Managing
Director in such officer's  absence,  and specify to which Managing  Director or
other  officer  a Vice  President  should  report.  The Board of  Directors  may
authorize  the  President to appoint one or more Vice  Presidents,  to prescribe
their powers, duties and compensation, and to delegate authority to them.

Section 5.10  Secretary.  The  Secretary  shall:  (a) keep, or cause to be kept,
minutes of the meetings of the  shareholders  and of the Board of Directors (and
of committees thereof) in one or more books provided for that purpose (including
records of  actions  taken by the  shareholders  or the Board of  Directors  (or
committees  thereof)  without a  meeting);  (b) be  custodian  of the  corporate
records and of the seal of the corporation, if any, and if the corporation has a
seal,  see that it is affixed to all  documents the execution of which on behalf
of the  corporation  under its seal is duly  authorized;  (c)  authenticate  the
records of the  corporation;  (d) maintain a record of the  shareholders  of the
corporation,  in a form  that  permits  preparation  of a list of the  names and
addresses  of all  shareholders,  by class or series of shares and  showing  the
number and class or series of shares held by each shareholder;  (e) have general
charge  of the  stock  transfer  books of the  corporation;  and (f) in  general
perform  all  duties  incident  to the office of  Secretary  and have such other
duties and  exercise  such  authority  as from time to time may be  delegated or
assigned by the President or by the Board of Directors.

Section 5.11 Treasurer.  The Treasurer shall: (a) have charge and custody of and
be  responsible  for all funds and securities of the  corporation;  (b) maintain
appropriate accounting records; (c) receive and give receipts for moneys due and
payable to the  corporation  from any source  whatsoever,  and  deposit all such
moneys in the name of the corporation in such banks,  trust companies,  or other
depositaries  as shall be selected in  accordance  with the  provisions of these
bylaws;  and (d) in general  perform all of the duties incident to the office of
Treasurer and have such other duties and exercise  such other  authority as from
time to time may be  delegated  or assigned by the  President or by the Board of
Directors.  If required by the Board of Directors,  the  Treasurer  shall give a
bond for the  faithful  discharge of his or her duties in such sum and with such
surety or sureties as the Board of Directors shall determine.

Section 5.12 Assistant Secretaries and Assistant Treasurers. There shall be such
number  of  Assistant  Secretaries  and  Assistant  Treasurers  as the  Board of
Directors  may from  time to time  authorize.  The  Assistant  Treasurers  shall
respectively, if required by the Board of Directors, give bonds for the faithful
discharge  of their  duties in such sums and with such  sureties as the Board of
Directors shall determine.  The Assistant  Secretaries and Assistant Treasurers,
in general, shall perform such duties and have such authority as shall from time
to time be  delegated  or assigned to them by the  Secretary  or the  Treasurer,
respectively, or by the President or the Board of Directors.

Section 5.13 Other Assistants and Acting Officers.  The Board of Directors shall
have the power to appoint,  or to authorize  any duly  appointed  officer of the
corporation  to appoint,  any person to act as assistant  to any officer,  or as
agent for the  corporation in his or her stead, or to perform the duties of such
officer  whenever  for any reason it is  impracticable  for such  officer to act
personally,  and such assistant or acting officer or other agent so appointed by
the Board of Directors or an authorized  officer shall have the power to perform
all the  duties  of the  office  to  which  he or she is so  appointed  to be an
assistant, or as to which he or she is so appointed to act, except as such power
may be  otherwise  defined  or  restricted  by the  Board  of  Directors  or the
appointing officer.

Section 5.14  Salaries.  The salaries of the principal  officers  shall be fixed
from time to time by the Board of  Directors or by a duly  authorized  committee
thereof,  and no officer shall be prevented from receiving such salary by reason
of the fact that he or she is also a director of the corporation.

ARTICLE 6


<PAGE>




             Contracts, Checks and Deposits; Special Corporate Acts

Section 6.1  Contracts.  The Board of  Directors  may  authorize  any officer or
officers,  or any agent or agents  to enter  into any  contract  or  execute  or
deliver any instrument in the name of and on behalf of the corporation, and such
authorization may be general or confined to specific  instances.  In the absence
of other  designation,  all deeds,  mortgages,  and instruments of assignment or
pledge made by the corporation  shall be executed in the name of the corporation
by the  President or one of the Vice  Presidents;  the Secretary or an Assistant
Secretary,  when  necessary  or required,  shall attest and affix the  corporate
seal, if any, thereto; and when so executed no other party to such instrument or
any third party shall be required to make any inquiry into the  authority of the
signing officer or officers.

Section 6.2 Checks,  Drafts,  etc.  All checks,  drafts or other  orders for the
payment of money,  notes, or other evidences of indebtedness  issued in the name
of the corporation, shall be signed by such officer or officers, agent or agents
of the  corporation  and in such manner as shall from time to time be determined
by or under the authority of a resolution of the Board of Directors.

Section 6.3 Deposits.  All funds of the corporation not otherwise employed shall
be deposited  from time to time to the credit of the  corporation in such banks,
trust  companies,  or other  depositaries  as may be  selected  by or under  the
authority of a resolution of the Board of Directors.

Section 6.4 Voting of Securities  Owned by  Corporation.  Subject  always to the
specific  directions  of the  Board  of  Directors,  (a)  any  shares  or  other
securities  issued by any other  corporation  and  owned or  controlled  by this
corporation  may be voted at any  meeting  of  security  holders  of such  other
corporation by the President of this corporation if he or she be present,  or in
his or her absence by any Vice President of this corporation who may be present,
and (b) whenever, in the judgment of the President, or in his or her absence, of
any Vice President,  it is desirable for this  corporation to execute a proxy or
written consent in respect of any such shares or other securities, such proxy or
consent  shall be executed in the name of this  corporation  by the President or
one of the  Vice  Presidents  of  this  corporation,  without  necessity  of any
authorization  by the Board of Directors,  affixation of corporate seal, if any,
or  countersignature  or attestation by another  officer.  Any person or persons
designated  in the  manner  above  stated  as  the  proxy  or  proxies  of  this
corporation  shall have full right,  power,  and authority to vote the shares or
other  securities  issued by such other  corporation  and owned or controlled by
this  corporation the same as such shares or other  securities might be voted by
this corporation.

ARTICLE 7

                   Certificates for Shares; Transfer of Shares

Section 7.1  Consideration  for Shares.  The Board of  Directors  may  authorize
shares to be issued for  consideration  consisting of any tangible or intangible
property  or benefit  to the  corporation,  including  cash,  promissory  notes,
services  performed,  promises  to  perform  services  evidenced  by  a  written
contract, or other securities of the corporation.  Before the corporation issues
shares,  the Board of Directors shall determine that the consideration  received
or to be received for the shares to be issued is adequate.  The determination of
the Board of Directors is  conclusive  insofar as the adequacy of  consideration
for the  issuance of shares  relates to whether  the shares are validly  issued,
fully paid, and nonassessable. The corporation may place in escrow shares issued
for future services or benefits or a promissory note, or make other arrangements
to restrict the transfer of the shares, and may credit  distributions in respect
of the shares  against their purchase  price,  until the services are performed,
the  note is  paid,  or the  benefits  are  received.  If the  services  are not
performed,  the  note  is not  paid,  or the  benefits  are  not  received,  the
corporation  may cancel,  in whole or in part, the shares escrowed or restricted
and the distributions credited.

Section 7.2 Certificates  for Shares.  Every holder of shares in the corporation
shall be entitled to have a certificate  representing  all shares to which he or
she is entitled unless the Board of Directors authorizes the issuance of some or
all shares without certificates.  Any such authorization shall not affect shares
already  represented by certificates  until the  certificates are surrendered to
the corporation. If the Board of Directors authorizes the issuance of any shares
without  certificates,  within a reasonable  time after the issue or transfer of
any such shares,  the corporation shall send the shareholder a written statement
of the information  required by the Act or the Articles of  Incorporation  to be
set forth on certificates,  including any restrictions on transfer. Certificates
representing  shares of the corporation  shall be in such form,  consistent with
the Act, as shall be  determined by the Board of  Directors.  Such  certificates
shall be signed  (either  manually or in facsimile) by the President or any Vice
President or any other  persons  designated by the Board of Directors and may be
sealed with the seal of the corporation or a facsimile thereof. All certificates
for shares shall be consecutively numbered or otherwise identified. The name and
address of the person to whom the shares  represented  thereby are issued,  with
the number of shares and date of issue,  shall be entered on the stock  transfer
books of the  corporation.  Unless  the  Board of  Directors  authorizes  shares
without  certificates,  all  certificates  surrendered  to the  corporation  for
transfer  shall be canceled  and no new  certificate  shall be issued  until the
former  certificate for a like number of shares shall have been  surrendered and
canceled, except as provided in these bylaws with respect to lost, destroyed, or
stolen  certificates.  The validity of a share  certificate is not affected if a
person who signed the  certificate  (either  manually or in facsimile) no longer
holds office when the certificate is issued.

Section 7.3 Transfer of Shares.  Prior to due  presentment of a certificate  for
shares for  registration  of transfer,  the corporation may treat the registered
owner of such  shares as the person  exclusively  entitled  to vote,  to receive
notifications, and otherwise to have and exercise all the rights and power of an
owner.  Where a certificate  for shares is presented to the  corporation  with a
request to register a transfer, the corporation shall not be liable to the owner
or any other person suffering loss as a result of such  registration of transfer
if (a) there were on or with the certificate the necessary endorsements, and (b)
the corporation had no duty to inquire into adverse claims or has discharged any
such  duty.  The  corporation  may  require   reasonable   assurance  that  such
endorsements   are  genuine  and  effective  and  compliance   with  such  other
regulations  as may be  prescribed  by or under  the  authority  of the Board of
Directors.

Section  7.4  Restrictions  on  Transfer.  The  face  or  reverse  side  of each
certificate representing shares shall bear a conspicuous notation as required by
the Act or the  Articles of  Incorporation  of the  restrictions  imposed by the
corporation upon the transfer of such shares.

Section  7.5  Lost,  Destroyed,  or  Stolen  Certificates.  Unless  the Board of
Directors  authorizes shares without  certificates,  where the owner claims that
certificates for shares have been lost,  destroyed,  or wrongfully  taken, a new
certificate shall be issued in place thereof if the owner (a) so requests before
the  corporation  has notice that such shares have been  acquired by a bona fide
purchaser,  (b)  files  with the  corporation  a  sufficient  indemnity  bond if
required by the Board of Directors or any principal  officer,  and (c) satisfies
such  other  reasonable  requirements  as  may be  prescribed  by or  under  the
authority of the Board of Directors.

Section 7.6 Stock  Regulations.  The Board of Directors shall have the power and
authority to make all such further rules and regulations not  inconsistent  with
law as they may deem expedient concerning the issue,  transfer, and registration
of shares of the corporation.

ARTICLE 8

                                      Seal

Section 8.1       Seal.  The Board of Directors may provide for a corporate seal
                  for the corporation.
    

ARTICLE 9

                                Books and Records

Section 9.1       Books and Records.

(a)      The corporation shall keep as permanent records minutes of all meetings
         of the  shareholders  and Board of  Directors,  a record of all actions
         taken by the shareholders or Board of Directors without a meeting,  and
         a record of all actions  taken by a committee of the Board of Directors
         in place of the Board of Directors on behalf of the corporation.

(b)      The corporation shall maintain accurate accounting records.

(c)      The   corporation   or  its  agent  shall  maintain  a  record  of  the
         shareholders in a form that permits  preparation of a list of the names
         and addresses of all  shareholders  in  alphabetical  order by class of
         shares showing the number and series of shares held by each.

(d)      The corporation shall keep a copy of all written  communications within
         the  preceding  three  years to all  shareholders  generally  or to all
         shareholders of a class or series,  including the financial  statements
         required  to be  furnished  by the Act,  and a copy of its most  recent
         annual report delivered to the Department of State.

     Section 9.2 Shareholders'  Inspection Rights.  Shareholders are entitled to
inspect and copy records of the corporation as permitted by the Act.

     Section 9.3 Distribution of Financial  Information.  The corporation  shall
prepare and disseminate  financial statements to shareholders as required by the
Act.

Section 9.4 Other Reports.  The corporation shall disseminate such other reports
to  shareholders  as  are  required  by the  Act,  including  reports  regarding
indemnification  in certain  circumstances and reports regarding the issuance or
authorization for issuance of shares in exchange for promises to render services
in the future.

ARTICLE 10

                                 Indemnification

Section 10.1 Provision of Indemnification. The corporation shall, to the fullest
extent permitted or required by the Act,  including any amendments  thereto (but
in the case of any such amendment,  only to the extent such amendment permits or
requires the corporation to provide broader indemnification rights than prior to
such amendment),  indemnify its Directors and Executive Officers against any and
all Liabilities,  and advance any and all reasonable Expenses,  incurred thereby
in any Proceeding to which any such Director or Executive  Officer is a Party or
in which such Director or Executive Officer is deposed or called to testify as a
witness because he or she is or was a Director of the corporation. The rights to
indemnification  granted  hereunder  shall not be deemed  exclusive of any other
rights to  indemnification  against  Liabilities or the  advancement of Expenses
which a  Director  or  Executive  Officer  may be  entitled  under  any  written
agreement,  Board resolution,  vote of shareholders,  the Act, or otherwise. The
corporation  may, but shall not be required to,  supplement the foregoing rights
to  indemnification  against  Liabilities  and  advancement  of  Expenses by the
purchase of insurance on behalf of any one or more of its Directors or Executive
Officers  whether or not the  corporation  would be  obligated  to  indemnify or
advance Expenses to such Director or Executive  Officer under this Article.  For
purposes of this Article, the term "Directors" includes former directors and any
directors  who  are or  were  serving  at the  request  of  the  corporation  as
directors,  officers, employees, or agents of another corporation,  partnership,
joint venture, trust, or other enterprise,  including,  without limitation,  any
employee benefit plan (other than in the capacity as agents separately  retained
and  compensated  for the  provision  of goods or  services  to the  enterprise,
including,  without  limitation,  attorneys-at-law,  accountants,  and financial
consultants). The term "Executive Officers" refers to those persons described in
Securities   Exchange  Commission   Regulations  Section  240.3b-7.   All  other
capitalized  terms used in this Article and not otherwise  defined  herein shall
have the meaning set forth in Section  607.0850,  Florida Statutes  (1991).  The
provisions  of  this  Article  are  intended  solely  for  the  benefit  of  the
indemnified parties described herein,  their heirs and personal  representatives
and shall not create any rights in favor of third  parties.  No  amendment to or
repeal of this Article shall diminish the rights of indemnification provided for
herein prior to such amendment or repeal.

ARTICLE 11

                                   Amendments

Section  11.1 Power to Amend.  These bylaws may be amended or repealed by either
the Board of Directors or the shareholders, unless the Act reserves the power to
amend these bylaws generally or any particular bylaw provision,  as the case may
be,  exclusively to the shareholders or unless the shareholders,  in amending or
repealing  these bylaws  generally or any particular  bylaw  provision,  provide
expressly  that the Board of  Directors  may not amend or repeal these bylaws or
such bylaw provision, as the case may be.








                           THIRD AMENDED AND RESTATED

                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                               REGENCY CENTERS, L.P.

              (formerly known as Regency Retail Partnership, L.P.)




<PAGE>







004.197245.1


                                       vi

                                TABLE OF CONTENTS


                                    Article 1
                                  Defined Terms


                                    Article 2
                             Organizational Matters


Section 2.1       Organization; Application of Act.......................16

Section 2.2       Name...................................................16

Section 2.3       Registered Office and Agent; Principal Office..........17

Section 2.4       Term...................................................17

                                    Article 3
                                     Purpose


Section 3.1       Purpose and Business...................................17

Section 3.2       Powers.................................................17

                                    Article 4
                    Capital Contributions; Issuance Of Units;
                                Capital Accounts


Section 4.1       Capital Contributions of the Partners..................18

Section 4.2       Issuances of Additional Partnership Interests..........19

Section 4.3       No Preemptive Rights...................................21

Section 4.4       Capital Accounts of the Partners.......................21

Section 4.5       Issuance of Series A Preferred Units...................22

                                    Article 5
                                  Distributions


Section 5.1       Requirement and Characterization of Distributions......34

Section 5.2       Amounts Withheld.......................................36

Section 5.3       Withholding............................................36

Section 5.4       Distributions Upon Liquidation.........................38

                                    Article 6
                                   Allocations


Section 6.1       Allocations of Net Income and Net Loss.................38

Section 6.2       Special Allocation Rules...............................42

Section 6.3       Allocations for Tax Purposes...........................45

                                    Article 7
                      Management And Operations Of Business


Section 7.1       Management.............................................46

Section 7.2
       Certificate of Limited Partnership.....................51

Section 7.3       Restriction on General Partner's Authority.............52

Section 7.4       Responsibility for Expenses............................52

Section 7.5       Outside Activities of the General Partner..............53

Section 7.6       Contracts with Affiliates..............................53

Section 7.7       Indemnification........................................54

Section 7.8       Liability of the General Partner.......................55

Section 7.9       Other Matters Concerning the General Partner...........56

Section 7.10      Title to Partnership Assets............................57

Section 7.11      Reliance by Third Parties..............................57

                                    Article 8
                   Rights And Obligations Of Limited Partners


Section 8.1       Limitation of Liability................................58

Section 8.2       Management of Business.................................58

Section 8.3       Outside Activities of Limited Partners.................58

Section 8.4       Priority Among Partners................................59

Section 8.5       Rights of Limited Partners Relating
                     to the Partnership........                        ..59

Section 8.6       Redemption of Units....................................60

Section 8.7       Regency's Assumption of Right..........................63

                                    Article 9
                     Books, Records, Accounting And Reports


Section 9.1       Records and Accounting.................................64

Section 9.2       Fiscal Year............................................64

Section 9.3       Reports................................................64




<PAGE>



                                   Article 10
                                   Tax Matters


Section 10.1      Preparation of Tax Returns.............................65

Section 10.2      Tax Elections..........................................65

Section 10.3      Tax Matters Partner....................................65

Section 10.4      Organizational Expenses................................66

                                   Article 11
                            Transfers And Withdrawals


Section 11.1      Transfer...............................................67

Section 11.2      Transfer of General Partner's
                     Partnership Interests.                           ...67

Section 11.3      Limited Partners' Rights to Transfer...................68

Section 11.4      Substituted Limited Partners...........................71

Section 11.5      Assignees..............................................71

Section 11.6      General Provisions.....................................71

                                   Article 12
                              Admission Of Partners


Section 12.1      Admission of Successor General Partner.................72

Section 12.2      Admission of Additional Limited Partners...............73

Section 12.3      Amendment of Agreement and Certificate.................73

Section 12.4      Representations and Warranties of
                     Additional Limited Partners.                      ..73

                                   Article 13
                           Dissolution And Liquidation


Section 13.1      Dissolution............................................74

Section 13.2      Winding Up.............................................75

Section 13.3      Compliance with Timing Requirements of Regulations; 
                   Allowance for Contingent orUnforeseen
                   Liabilities or Obligations............................77

Section 13.4      Deficit Capital Account Restoration....................78

Section 13.5      Deemed Distribution and Recontribution.................79

Section 13.6      Rights of Limited Partners.............................79

Section 13.7      Notice of Dissolution..................................80

Section 13.8      Cancellation of Certificate of Limited Partnership.....80

Section 13.9      Reasonable Time for Winding-Up.........................80

                                   Article 14
                  Amendment Of Partnership Agreement; Meetings


Section 14.1      Amendments.............................................80

Section 14.2      Meetings of Limited Partners...........................83

                                   Article 15
                               General Provisions


Section 15.1      Addresses and Notice...................................84

Section 15.2      Titles and Captions....................................85

Section 15.3      Pronouns and Plurals...................................85

Section 15.4      Further Action.........................................85

Section 15.5      Binding Effect.........................................85

Section 15.6      Waiver of Partition....................................85

Section 15.7      Entire Agreement.......................................85

Section 15.8      Remedies Not Exclusive.................................86

Section 15.9      Time...................................................86

Section 15.10        Creditors...........................................86

Section 15.11        Waiver..............................................86

Section 15.12        Execution Counterparts..............................86

Section 15.13        Applicable Law......................................86

Section 15.14        Invalidity of Provisions............................86

                                   Article 16
                                Power Of Attorney


Section 16.1      Power of Attorney......................................86





<PAGE>


                                    SCHEDULES

Schedule 7.8(b)...Regency's PFIC Obligations

Schedule 8.6(a)...Transfer Restrictions in Regency's Articles of Incorporation

Schedule 13.4(a)..Electing Partners with Deficit Capital Account Make-up
 Requirement



<PAGE>


                                    EXHIBITS

Exhibit A.........Partners and Partnership Interests (addresses)

Exhibit B.........Notice of Redemption

Exhibit C.........Security Capital Waiver and Consent Agreement

Exhibit D.........Class Z Branch Partners and Class Z Midland Partners

Exhibit E         Fourth Amended and Restated Agreement of Limited Partnership
                    of Regency Centers, L.P.






<PAGE>


004.197245.1


                                       83

004.197245.1




                 THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED
                                   PARTNERSHIP
                                       OF
                              REGENCY CENTERS, L.P.

                  THIS  THIRD   AMENDED  AND   RESTATED   AGREEMENT  OF  LIMITED
PARTNERSHIP  is  dated as of  __________,  1999,  by and  among  Regency  Realty
Corporation, a Florida corporation,  as general partner (the "General Partner"),
and those  additional  persons  who from time to time  agree to be bound by this
Agreement as limited partners (the "Limited Partners"),  and amends and restates
the  Second  Amended  and  Restated  Agreement  of  Limited  Partnership  of the
Partnership  dated as of March 5,  1998 (the  "Second  Amended  Agreement"),  as
amended by Amendment No. 1 dated as of June 25, 1998.

                                   Background

                  Limited  Partners  (the  "Original   Limited   Partners")  who
formerly  were  partners  of Branch  Properties,  L.P.  or its  affiliates  were
admitted to the  Partnership  on March 7, 1997  pursuant to an Amended  Restated
Agreement  of Limited  Partnership  as of that date (as  amended,  the  "Initial
Agreement").

                  In  February  1998,  Regency  Realty  Corporation  ("Regency")
merged with Regency  Atlanta,  Inc.,  which was then the general  partner of the
Partnership,  with  Regency  being  the  surviving  corporation  in the  merger.
Accordingly, Regency became the General Partner of the Partnership. Regency also
caused the merger into the Partnership of its subsidiary, Regency Centers, Inc.,
which  owned at least 35 shopping  center  properties  immediately  prior to the
merger.

                  In  connection  with  the  first  admission  of  Class  2 Unit
holders, the General Partner amended and restated the Initial Agreement on March
5, 1998 (the "Second Amended Agreement") (i) to provide for admitting Additional
Limited  Partners (as defined below) to the Partnership  from time to time, (ii)
to  make  certain  changes  of an  inconsequential  nature  to the  form  of the
provisions  governing the maintenance of Capital  Accounts,  and (iii) to delete
matters of historical interest.

                  In  connection  with the  issuance by the  Partnership  of $80
million Series A Preferred Units (as defined below) to an institutional investor
pursuant to Section 4.2 hereof,  the General  Partner and  Security  Capital (as
defined below)  entered into Amendment No. 1 to the Second Amended  Agreement on
June 25, 1998 (the  "Preferred  Unit  Amendment").  The Preferred Unit Amendment
designated  the rights,  preferences  and  limitations of the Series A Preferred
Units and was  approved  by the holders of a majority  of the  Original  Limited
Partnership Units and the holders of a majority of the Class 2 Units.

                  Pursuant  to  authority  granted  to the  General  Partner  in
Section 14.1(b)(iv),  the General Partner wishes to amend and restate the Second
Amended  Agreement,  as amended,  (i) to reflect the  admission  of the Series A
Preferred  Partners (as defined  below),  (ii) to incorporate the Preferred Unit
Amendment, and (iii) to delete matters of historical interest that are no longer
relevant.

                  The General Partner anticipates that it will contribute all or
substantially all its assets to the Partnership,  subject to applicable consents
of third  parties or in the case of  shopping  centers  securing  $51 million of
securitized mortgage debt due November 5, 2000, upon the repayment of such debt,
so as to cause the Partnership to become an "UPREIT".

                  Pursuant  to Section  14.1(a),  a majority  in interest of the
Original Limited  Partners and a majority in interest of the Additional  Limited
Partners have consented to amending and restating the Second Amended  Agreement,
as amended, (i) to make certain changes to the allocations of Net Income and Net
Loss and  (ii) to  approve  the form of the  Partnership's  Fourth  Amended  and
Restated Agreement of Limited  Partnership  attached hereto (the "Fourth Amended
Agreement") to be effective upon the Partnership becoming an UPREIT and upon the
unanimous consent of the remaining Limited Partners, subject to Section 14.1(g).
Consent to this Third  Amended and  Restated  Agreement  of Limited  Partnership
shall be deemed an irrevocable consent to the form of Fourth Amended Agreement.

                  Pursuant  to  Section  4.2,  a  majority  in  interest  of the
Original Limited  Partners and a majority in interest of the Additional  Limited
Partners  have  consented to (i) the  issuance of  Preferred  Units from time to
time, subject to the conditions set forth in Section 4.2(b)(i).

                  NOW, THEREFORE,  the Second Amended Agreement shall be amended
and  restated as follows  (matters in italics are  agreements  with the Original
Limited Partners only).

Article 1.........
                                  Defined Terms

                  The following  definitions  shall be for all purposes,  unless
otherwise clearly  indicated to the contrary,  applied to the terms used in this
Agreement.

                  "Act" means the Delaware  Revised Uniform Limited  Partnership
Act, as it may be amended from time to time, and any successor to such statute.

                  "Additional  Limited  Partner" means a Person  admitted to the
Partnership as a Limited Partner  pursuant to Section 4.2 hereof (other than (i)
a Preferred  Partner,  (ii) the General  Partner or (iii) any  Affiliate  of the
General Partner other than a Property Affiliate) and who is shown as such on the
books  and  records  of the  Partnership,  including  the  Persons  admitted  in
connection with the Partnership's acquisition of assets from Midland Development
Group, Inc. and certain of its affiliated entities.

                  "Additional Units" means Units issued to an Additional Limited
Partner.  As provided in Section 5.2, the distribution  rights of the Additional
Units  are  subordinate  to the  distribution  rights  of the  Original  Limited
Partnership Units but senior to distribution rights of the Class B Units.

                  "Adjusted   Capital   Account"   means  the  Capital   Account
maintained for each Partner as of the end of each Partnership Year (i) increased
by any  amounts  which such  Partner is  obligated  to restore  pursuant  to any
provision of this Agreement or is deemed to be obligated to restore  pursuant to
the   penultimate   sentences  of   Regulations   Sections   1.704-2(g)(1)   and
1.704-2(i)(5) and (ii) decreased by the items described in Regulations  Sections
1.704-1(b)(2)(ii)(d)(4),  1.704-1(b)(2)(ii)(d)(5),  and 1.704-1(b)(2)(ii)(d)(6).
The foregoing  definition of Adjusted Capital Account is intended to comply with
the  provisions  of  Regulations  Section   1.704-1(b)(2)(ii)(d)  and  shall  be
interpreted consistently therewith.

                  "Adjusted  Capital Account Deficit" means, with respect to any
Partner, the deficit balance, if any, in such Partner's Adjusted Capital Account
as of the end of the relevant Partnership Year.

                  "Adjusted  Series A  Preferred  Units" of a Partner  means the
number  of Series A  Preferred  Units  owned by the  Partner  multiplied  by the
quotient  obtained by  dividing  $50 by $24.25 (the Value of a Share on June 25,
1998).

                  "Affiliate"  means,  with  respect to any  Person,  any Person
directly or indirectly  controlling,  controlled by or under common control with
such Person.

                  "Agreement" means this Third Amended and Restated Agreement of
Limited Partnership, as it may be amended, supplemented or restated from time to
time.

                  "Articles  of  Incorporation"  means the Amended and  Restated
Articles of  Incorporation of Regency,  as filed with the Florida  Department of
State, as further amended or restated from time to time.

                  "Assignee"  means a  Person  to whom  one or more  Partnership
Units have been transferred in a manner permitted under this Agreement,  but who
has not become a Substituted  Limited Partner,  and who has the rights set forth
in Section 11.5.

                  "Available  Cash"  means with  respect to any period for which
such calculation is being made:

(a)      all cash revenues and funds received by the  Partnership  from whatever
         source (excluding the proceeds of any Capital Contribution other than a
         Capital  Contribution  made by the  General  Partner for the purpose of
         funding   distributions  to  Limited  Partners  and  excluding  Capital
         Transaction  Proceeds)  plus the  amount of any  reduction  (including,
         without  limitation,  a reduction resulting because the General Partner
         determines  such  amounts are no longer  necessary)  in reserves of the
         Partnership, which reserves are referred to in clause (b)(iv) below;

(b)      less the sum of the  following  (except  to the  extent  made  with the
         proceeds of any  Capital  Contribution  and except to the extent  taken
         into account in determining Capital Transaction Proceeds), all of which
         shall be paid subject to Section 7.1(h):

     (i) all interest, principal and other debt payments made during such period
by the Partnership,

     (ii) all other cash expenditures  (including capital  expenditures) made by
the Partnership during such period,

(iii)             investments  in any entity  (including  loans made thereto) to
                  the extent that such  investments are not otherwise  described
                  in clauses (b)(i) or (ii), and

(iv)              the amount of any increase in reserves established during such
                  period which the General  Partner  determines  is necessary or
                  appropriate in its sole and absolute discretion.

Notwithstanding  the  foregoing,  Available  Cash  shall  not  include  any cash
received or reductions in reserves,  or take into account any disbursements made
or reserves  established,  after commencement of the dissolution and liquidation
of the Partnership.

                  "Business  Day"  means any day  except a  Saturday,  Sunday or
other day on which commercial banks in New York City, New York are authorized or
required by law to close.

     "Capital  Account"  means  the  Capital  Account  maintained  for a Partner
pursuant to Section 4.4 hereof.

                  "Capital Contribution" means, with respect to any Partner, any
cash,  cash  equivalents  or the value (as set forth by separate  agreement)  of
property  which  such  Partner  contributes  or is deemed to  contribute  to the
Partnership pursuant to Section 4.1, Section 4.2 or Section 4.5 hereof and which
shall be treated as a contribution to the Partnership pursuant to Section 721(a)
of the Code.

                  "Capital   Transaction"  means  a  sale,   exchange  or  other
disposition  (other than in  liquidation of the  Partnership)  or a financing or
refinancing by the Partnership (which shall not include any loan or financing to
the General Partner as permitted by Section  7.1(a)(iii)) of a Partnership asset
or any portion thereof.

                  "Capital Transaction  Proceeds" means the net cash proceeds of
a Capital  Transaction,  after  deducting  all expenses  incurred in  connection
therewith and after  application of any proceeds,  at the sole discretion of the
General  Partner,  toward the  payment of any  indebtedness  of the  Partnership
whether  or not  secured by the  property  that is the  subject of that  Capital
Transaction, the purchase,  improvement or expansion of Partnership property, or
the  establishment  of any reserves deemed  reasonably  necessary by the General
Partner,  including  reserves  for the  purchase,  improvement  or  expansion of
Partnership property.

                  "Cash   Amount"   means  an  amount  of  cash  arrived  at  by
multiplying (i) the number of Partnership Units that are the subject of a Notice
of Redemption times (ii) the Unit Adjustment Factor times (iii) the Value on the
Valuation Date of a Share.

                  "Certificate"  means the  Certificate  of Limited  Partnership
relating to the Partnership filed in the office of the Secretary of State of the
State of  Delaware,  as amended from time to time in  accordance  with the terms
hereof and the Act.

                  "Class  B  Units"  means  the  Partnership   Interest  in  the
Partnership  owned by the General Partner or any Affiliate other than a Property
Affiliate but shall exclude any Series A Preferred Units and any other Preferred
Units issued  pursuant to Section  4.2(b)(i).  As provided in Section 5.1(a) and
Section 5.1(b), the distribution  rights of the Class B Units are subordinate to
the distribution rights of the non-Class B Units.

                  "Class 2 Units"  means  the  Partnership  Interests  issued in
connection with the Partnership's acquisition of assets from Midland Development
Group,  Inc.  and  certain of its  affiliated  entities.  Pursuant to this Third
Amended and Restated  Agreement of Limited  Partnership of the Partnership,  all
Class 2 Units have been reclassified as Additional Units.

                  "Class Z Branch  Partners" means the Original Limited Partners
listed on Exhibit D, who have  failed to consent  within 30 days after the Third
Amendment Date to the adoption of this Third Amended Agreement; provided that an
Original Limited Partner who consents to the Third Amended  Agreement after such
30 day period,  which consent may not be revoked,  shall not be deemed a Class Z
Branch  Partner  effective  the  first  day of  January  after the date that the
General Partner receives such consent.

                  "Class  Z  Midland  Partners"  means  the  Additional  Limited
Partners  listed on Exhibit D, who have  failed to consent  within 30 days after
the Third  Amendment  Date to the  adoption  of this  Third  Amended  Agreement;
provided  that an Additional  Limited  Partner who consents to the Third Amended
Agreement after such 30 day period, which consent may not be revoked,  shall not
be deemed a Class Z Midland Partner effective the first day of January after the
date that the General Partner receives such consent.

                  "Code"  means the Internal  Revenue Code of 1986,  as amended.
Any  reference  herein to a specific  section or  sections  of the Code shall be
deemed to include a reference to any corresponding provision of future law.

                  "Common Stock" means the voting Common Stock, $0.01 par value,
of Regency.

                  "Common Units" means the Original Limited  Partnership  Units,
the  Additional  Units and any other  Partnership  Interests in the  Partnership
other than Class B Units hereafter  authorized,  issued or outstanding which are
entitled  to   distributions   and  to  rights  upon  voluntary  or  involuntary
liquidation,  winding-up or dissolution  only out of any assets  remaining after
all Preferred Units have received the amounts to which they are entitled. Common
Units shall rank senior to the Class B Units as to  distributions  made pursuant
to Section 5.1(a) or Section 5.1(b).

                  "Consent"  means,   except  where  this  Agreement   expressly
specifies otherwise, with respect to Limited Partners holding any class of Units
(other than Series A Preferred  Units),  the written consent or affirmative vote
of those Limited  Partners  holding a majority of such Units  outstanding at the
time in question. Except where this Agreement expressly specifies otherwise, the
Consent  of  the  Original   Limited  Partners  means  the  written  consent  or
affirmative  vote of the  Original  Limited  Partners  holding a majority of the
Original Limited Partnership Units outstanding at the time in question.  Consent
of the  Limited  Partners  means the  written  consent of the  Original  Limited
Partners and the  Additional  Limited  Partners  holding a majority of the Units
outstanding at the time in question,  treating such Units as a single class, and
shall  exclude any Partners  holding  Preferred  Units unless this  Agreement is
amended to expressly provide for a particular class or series of Preferred Units
to vote together with the holders of Common Units as a single class. "Consent of
the  Limited  Partners"  shall be  determined  excluding  any Units  held by the
General  Partner or any of its  Affiliates  other than a Property  Affiliate who
shall have no right to vote on any matter for which the  consent of the  Limited
Partners is solicited.

     "Contribution Agreement" means that certain Contribution Agreement and Plan
of  Reorganization,  dated  as  of  February  10,  1997,  by  and  among  Branch
Properties, L.P., Branch Realty Inc. and Regency.

                  "Cumulative Unpaid Accrued Return Account" means, with respect
to any  Original  or  Additional  Limited  Partner,  an amount  equal to (i) the
interest  that  would  accrue at the Prime  Rate plus two  percent  (2%) on such
Partner's Cumulative Unpaid Priority  Distribution Account outstanding from time
to time,  less (ii) the  cumulative  amount of Available Cash and the cumulative
amount of any  Capital  Transaction  Proceeds  distributed  with  respect to the
Limited Partnership Units of such Partner in reduction of such Cumulative Unpaid
Accrued  Return  Account  pursuant  to Section  5.1(a)(ii),  Section  5.1(a)(v),
Section 5.1(b)(i) and Section 5.1(b)(iii).

                  "Cumulative Unpaid Priority  Distribution Account" means, with
respect to any Original or Additional  Limited  Partner,  an amount equal to (i)
the aggregate of all Priority Distribution Amounts for Limited Partnership Units
held by such Partner,  less (ii) the cumulative amount of Available Cash and the
cumulative amount of any Capital Transaction  Proceeds  distributed with respect
to  such  Limited  Partnership  Units  of  such  Partner  in  reduction  of such
Cumulative Unpaid Priority  Distribution  Account pursuant to Section 5.1(a)(i),
Section 5.1(a)(iii),  Section 5.1(a)(iv), Section 5.1(a)(vi), Section 5.1(b)(ii)
and Section 5.1(b)(iv).

                  "Depreciation"  means  for  each  Partnership  Year  or  other
period, an amount equal to the federal income tax depreciation, amortization, or
other cost recovery  deduction  allowable with respect to an asset for such year
or other  period,  except that if the Gross Asset Value of an asset differs from
its adjusted basis for federal income tax purposes at the beginning of such year
or other period,  Depreciation  shall be an amount which bears the same ratio to
such  beginning  Gross  Asset  Value as the  federal  income  tax  depreciation,
amortization,  or other  cost  recovery  deduction  for such year  bears to such
beginning adjusted tax basis; provided,  however, that if the federal income tax
depreciation,  amortization,  or other cost recovery  deduction for such year is
zero,  Depreciation  shall be determined  with reference to such beginning Gross
Asset Value using any reasonable method selected by the General Partner,  except
that in the case of a zero basis  property  contributed  by an Original  Limited
Partner,  such property shall be depreciated  for book purposes over a period of
not more than ten years.

                  "Event of  Dissolution"  has the  meaning set forth in Section
13.1.

                  "Excess   Units"  has  the   meaning   set  forth  in  Section
4.5(g)(i)(C).

                  "Exchange  Notice"  has  the  meaning  set  forth  in  Section
4.5(g)(ii)(A).

                  "Exchange   Price"  has  the  meaning  set  forth  in  Section
4.5(g)(i)(A).

                  "First Closing" has the meaning set forth in the  Contribution
Agreement.

                  "Fourth  Amended  Agreement"  means  the  Fourth  Amended  and
Restated Agreement of Limited Partnership attached hereto as Exhibit E.

                  "General  Partner"  means Regency  Realty  Corporation  or its
permitted successors as a general partner of the Partnership.

                  "General  Partnership  Interest" means a Partnership  Interest
held by a General  Partner  that is a general  partnership  interest.  A General
Partnership Interest may be expressed as a number of Class B Units.

                  "Gross  Asset  Value"  means with  respect  to any asset,  the
asset's adjusted basis for federal income tax purposes, except as follows:

(a)      The initial Gross Asset Value of any asset  contributed by a Partner to
         the  Partnership   shall  be  the  fair  market  value   (exclusive  of
         liabilities)  of such asset,  as  determined  by the  General  Partner,
         unless required to be determined in some other manner herein;

     (b) The Gross Asset Values of all  Partnership  assets shall be adjusted to
equal their  respective  fair  market  values  (exclusive  of  liabilities),  as
determined  by  the  General  Partner,  as  of  the  following  times:  (i)  the
acquisition of an additional  interest in the Partnership by any new or existing
Partner in exchange for more than a de minimis  capital  contribution;  (ii) the
distribution by the Partnership to a Partner of more than a de minimis amount of
property as  consideration  for an interest  in the  Partnership;  and (iii) the
liquidation  of the  Partnership  within  the  meaning  of  Regulations  Section
1.704-1(b)(2)(ii)(g);  provided,  however,  that adjustments pursuant to clauses
(i) and  (ii)  above  shall  be  made  only if the  General  Partner  reasonably
determines  that such  adjustments  are necessary or  appropriate to reflect the
relative economic interests of the Partners in the Partnership;

(c)      The Gross  Asset  Value of any  Partnership  asset  distributed  to any
         Partner shall be adjusted to equal the fair market value  (exclusive of
         liabilities) of such asset on the date of distribution as determined by
         the General Partner; and

(d)      The Gross Asset Values of  Partnership  assets  shall be increased  (or
         decreased)  to reflect any  adjustments  to the adjusted  basis of such
         assets pursuant to Code Section 734(b) or Code Section 743(b), but only
         to  the  extent  that  such  adjustments  are  taken  into  account  in
         determining   Capital   Accounts   pursuant  to   Regulations   Section
         1.704-1(b)(2)(iv)(m);  provided, however, that Gross Asset Values shall
         not be  adjusted  pursuant  to this  paragraph  (d) to the  extent  the
         General Partner determines that an adjustment pursuant to paragraph (b)
         above is necessary or appropriate in connection with a transaction that
         would otherwise result in an adjustment pursuant to this paragraph (d).

If the Gross Asset Value of an asset has been determined or adjusted pursuant to
paragraphs  (a), (b), or (d) above,  such Gross Asset Value shall  thereafter be
adjusted by the  Depreciation  taken into account with respect to such asset for
purposes of computing profits and losses.

                  "Immediate  Family" means, with respect to any natural Person,
such natural Person's spouse, parents,  descendants,  nephews,  nieces, brothers
and sisters and trusts for the benefit of any of the foregoing.

                  "Incapacity"  or   "Incapacitated"   means,   (i)  as  to  any
individual  Partner,  death,  total  physical  disability or entry by a court of
competent jurisdiction  adjudicating him incompetent to manage his Person or his
estate;  (ii)  as to  any  corporation  which  is a  Partner,  the  filing  of a
certificate  of  dissolution,  or its  equivalent,  for the  corporation  or the
revocation of its charter;  (iii) as to any partnership which is a Partner,  the
dissolution and  commencement of winding up of the  partnership;  (iv) as to any
estate which is a Partner,  the  distribution  by the  fiduciary of the estate's
entire interest in the Partnership;  (v) as to any trustee of a trust which is a
Partner,  the  termination  of the  trust  (but  not the  substitution  of a new
trustee);  or (vi) as to any  Partner,  the  bankruptcy  of  such  Partner.  For
purposes of this  definition,  bankruptcy  of a Partner  shall be deemed to have
occurred when the Partner (a) makes an assignment  for the benefit of creditors,
(b) files a  voluntary  petition  in  bankruptcy,  (c) is adjudged a bankrupt or
insolvent,  or has entered  against him an order of relief in any  bankruptcy or
insolvency  proceeding,  (d) files a petition or answer  seeking for himself any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar relief under any statute,  law or regulation,  (e) files an answer or
other  pleading  admitting or failing to contest the material  allegations  of a
petition filed against him in any proceeding of this nature, (f) seeks, consents
to or acquiesces in the appointment of a trustee,  receiver or liquidator of the
Partner or of all or any substantial  part of his properties,  (g) is the debtor
in   any   proceeding   seeking   reorganization,    arrangement,   composition,
readjustment,  liquidation, dissolution or similar relief under any statute, law
or  regulation,  which  has  not  been  dismissed  within  120  days  after  the
commencement  thereof,  or (h) is the subject of a proceeding whereby a trustee,
receiver or liquidator  is appointed  for the Partner or all or any  substantial
part of its  properties  without  the  Partner's  consent or  acquiescence  of a
trustee,  receiver or liquidator,  and such  appointment has not been vacated or
stayed within 90 days after the  appointment or such  appointment is not vacated
within 90 days after the expiration of any such stay.

                  "Indemnitee" means (i) any Person made a party to a proceeding
by reason of his status as (a) the General Partner, (b) a Limited Partner or (c)
a  director  or  officer of the  Partnership  or a Partner,  and (ii) such other
Persons (including  Affiliates of the General Partner or the Partnership) acting
in good faith on behalf of the  Partnership as determined by the General Partner
in its good faith  judgment  other than for any action by such Person  involving
fraud, willful misconduct or gross negligence.

                  "IRS" means the Internal  Revenue Service,  which  administers
the internal revenue laws of the United States.

                  "Junior   Units"  has  the   meaning   set  forth  in  Section
4.5(c)(iv).

                  "Limited  Partner" means any Person named as a Limited Partner
in Exhibit A attached  hereto,  as such Exhibit may be amended from time to time
in  accordance  with the terms of this  Agreement,  or any  Substituted  Limited
Partner,  Preferred  Partner or  Additional  Limited  Partner,  in such Person's
capacity as a Limited Partner in the Partnership.

                  "Limited Partnership Interest" means a Partnership Interest of
a Limited  Partner in the  Partnership  representing  a  fractional  part of the
Partnership  Interests of all Limited Partners and includes any and all benefits
to which the holder of such a  Partnership  Interest may be entitled as provided
in this  Agreement,  together with all obligations of such Person to comply with
the terms and provisions of this Agreement.  A Limited Partnership  Interest may
be expressed as a number of  Preferred  Units,  Common Units or Class B Units as
provided herein.

                  "Liquidating  Transaction" means any sale or other disposition
of all or  substantially  all of the  assets of the  Partnership  following  the
adoption by the General Partner of a plan of liquidation for the Partnership.

                  "Liquidator" has the meaning set forth in Section 13.2.

                  "Management  Business"  has the  meaning  set forth in Section
7.1(g).

                  "Net Income" and "Net Loss" means for any taxable  period,  an
amount equal to the Partnership's taxable income or loss for such taxable period
determined in accordance  with Section  703(a) of the Code (for this purpose all
items of  income,  gain,  loss or  deduction  required  to be stated  separately
pursuant to Section 703(a)(1) of the Code shall be included in taxable income or
loss), with the following adjustments:

     (a)    Except   as    otherwise    provided    in    Regulations    Section
1.704-1(b)(2)(iv)(m),  the  computation of all items of income,  gain,  loss and
deduction  shall be made without regard to any election under Section 754 of the
Code which may be made by the  Partnership;  provided,  that the  amounts of any
adjustments to the adjusted bases of the assets of the Partnership made pursuant
to Section  734 of the Code as a result of the  distribution  of property by the
Partnership  to a  Partner  (to  the  extent  that  such  adjustments  have  not
previously been reflected in the Partners'  Capital Accounts) shall be reflected
in the  Capital  Accounts  of the  Partners  in the  manner  and  subject to the
limitations prescribed in Regulations Section 1.704-1(b)(2)(iv)(m).

(b)      Any income of the  Partnership  that is exempt from federal  income tax
         and not  otherwise  taken into account in  computing  Net Income or Net
         Loss pursuant to this  definition  shall be added to such Net Income or
         Net Loss.

(c)      The computation of all items of income,  gain, loss and deduction shall
         be made  without  regard to the fact that items  described  in Sections
         705(a)(1)(B)  or  705(a)(2)(B)  of the Code are not includable in gross
         income or are neither currently  deductible nor capitalized for federal
         income tax purposes.

(d)      Any income, gain or loss attributable to the taxable disposition of any
         Partnership  property  shall be determined as if the adjusted  basis of
         such  property as of such date of  disposition  were equal in amount to
         the Partnership's Gross Asset Value with respect to such property as of
         such date.

(e)      In lieu of the  depreciation,  amortization,  and other  cost  recovery
         deductions taken into account in computing such taxable income or loss,
         there shall be taken into account Depreciation for such fiscal year.

(f)      In the event the Gross Asset Value of any Partnership asset is adjusted
         pursuant to clause (b) or (c) of the definition thereof,  the amount of
         any such  adjustment  shall be taken into  account as gain or loss from
         the  disposition  of such  asset and  shall be  allocated  pursuant  to
         Section 6.2(g).

(g)      Any items specially allocated under Section 6.2 and Section 6.3 hereof
         shall not be taken into account.

                  Solely for  purposes of  allocating  Net Income or Net Loss in
any Fiscal  Year to the holders of the Series A  Preferred  Units,  items of Net
Income and Net Loss,  as the case may be,  shall not include  Depreciation  with
respect to  properties  (or  groupings  of  properties  selected  by the General
Partner using any method  determined by it to be  reasonable)  that are "ceiling
limited" in respect of the holders of the Series A Preferred Units. For purposes
of the preceding  sentence,  Partnership  property  shall be considered  ceiling
limited  in  respect  of a holder of Series A  Preferred  Units if  Depreciation
attributable to such Partnership  property which would otherwise be allocable to
such Partner, without regard to this paragraph, exceeded depreciation determined
for federal income tax purposes  attributable to such Partnership property which
would otherwise be allocated to such Partner by more than 5%.

                  "Non-U.S.  Person"  means  with  respect  to the  acquisition,
ownership  or transfer  of any  Partnership  Interest  or Shares,  the direct or
indirect  acquisition or ownership  thereof by or a transfer that results in the
direct or indirect  ownership  thereof by any Person who is not (i) a citizen or
resident of the United  States,  (ii) a partnership  or  corporation  created or
organized  in the United  States or under the laws of the  United  States or any
state therein (including the District of Columbia), or (iii) a foreign estate or
trust within the meaning of Section 7701(a)(31) of the Code.

                  "Nonrecourse   Deductions"   has  the  meaning  set  forth  in
Regulations Section 1.704-2(b)(1),  and the amount of Nonrecourse Deductions for
a  Partnership  Year  shall  be  determined  in  accordance  with  the  rules of
Regulations Section 1.704-2(c).

                  "Nonrecourse   Liability"   has  the   meaning  set  forth  in
Regulations Section 1.752-1(a)(2).

                  "Notice  of  Redemption"   means  the  Notice  of  Redemption,
Security  Agreement  and  Investor  Questionnaire  substantially  in the form of
Exhibit  B to this  Agreement,  as it may be  amended  from  time to time by the
General Partner effective upon written notice to the Limited Partners.

                  "Original  Limited  Partner"  means the  Partners who received
Original Limited Partnership Units distributed by Branch Properties, L.P. to its
respective partners pursuant to the Contribution Agreement. The Original Limited
Partners are listed on Exhibit A attached  hereto.  The term  "Original  Limited
Partner"  shall also include any  permitted  transferee  of an Original  Limited
Partner  pursuant to Section 11.3 other than (i) the General Partner or (ii) any
Affiliate of the General Partner other than a Property Affiliate.

                  "Original  Limited  Partnership Unit" means a Partnership Unit
issued to an Original Limited Partner.  The term "Original  Limited  Partnership
Unit" does not  include or refer to any  Preferred  Units,  Additional  Units or
Class B Units.

                  "Parity   Preferred  Units"  means  any  class  or  series  of
Partnership Interests of the Partnership now or hereafter authorized,  issued or
outstanding  expressly  designated by the  Partnership  to rank on a parity with
Series A Preferred Units with respect to  distributions or rights upon voluntary
or involuntary  liquidation,  winding-up or dissolution of the  Partnership,  or
both, as the context may require,  whether or not the dividend  rates,  dividend
payment dates or redemption or liquidation  prices per Unit or conversion rights
or  exchange  rights  shall be  different  from those of the Series A  Preferred
Units.

                  "Partner"  means a General Partner or a Limited  Partner,  and
"Partners" means the General Partner and the Limited Partners.

                  "Partner  Minimum Gain" means an amount,  with respect to each
Partner  Nonrecourse  Debt,  equal to the  Partnership  Minimum  Gain that would
result if such Partner Nonrecourse Debt were treated as a Nonrecourse Liability,
determined in accordance with Regulations Section 1.704-2(i)(3).

                  "Partner  Nonrecourse  Debt"  has the  meaning  set  forth  in
Regulations Section 1.704-2(b)(4).

                  "Partner Nonrecourse  Deductions" has the meaning set forth in
Regulations  Section  1.704-2(i)(2),  and  the  amount  of  Partner  Nonrecourse
Deductions  with respect to a Partner  Nonrecourse  Debt for a Partnership  Year
shall be  determined  in  accordance  with  the  rules  of  Regulations  Section
1.704-2(i)(2).

                  "Partnership"  means the limited  partnership formed under the
Act and pursuant to this Agreement, and any successor thereto.

                  "Partnership  Interest"  means an  ownership  interest  in the
Partnership  representing  a  Capital  Contribution  and  includes  any  and all
benefits to which the holder of such a  Partnership  Interest may be entitled as
provided in this  Agreement,  together  with all  obligations  of such Person to
comply with the terms and provisions of this Agreement.  A Partnership  Interest
may be expressed as a number of Preferred Units,  Original  Limited  Partnership
Units, Additional Units or Class B Units.

                  "Partnership  Minimum  Gain"  has the  meaning  set  forth  in
Regulations Section  1.704-2(b)(2),  and the amount of Partnership Minimum Gain,
as well as any net  increase or  decrease in  Partnership  Minimum  Gain,  for a
Partnership Year shall be determined in accordance with the rules of Regulations
Section 1.704-2(d).

                  "Partnership Record Date" means the record date established by
the General  Partner for the  distribution of Available Cash pursuant to Section
5.1(a) hereof to Partners  holding Common Units,  which record date shall be the
same as the record date  established by Regency for a dividend to the holders of
Common Stock.

                  "Partnership  Year" means the fiscal year of the  Partnership,
which shall be the calendar year.

                  "Percentage  Interest" means, as to a Partner, its interest in
the  Partnership  as determined by dividing (i) the Adjusted  Series A Preferred
Units,  Common  Units and Class B Units owned by such  Partner by (ii) the total
number of Adjusted Series A Preferred Units, Common Units and Class B Units then
outstanding and as specified in Exhibit A attached  hereto,  as such Exhibit may
be amended from time to time in accordance with the terms of this Agreement.

                  "Person"  means  an  individual  or  a  corporation,   limited
liability company, partnership, trust, unincorporated organization,  association
or other entity.

                  "Pledged  Units" means any Units pledged by a Limited  Partner
to the Partnership or the General Partner, whether pursuant to this Agreement or
by separate agreement.

                  "Preexisting  Partner"  has the  meaning  set forth in Section
14.1(g)(iv) of this Agreement.  Preexisting Partner shall not include any Person
who is not a transferee of a Preexisting  Partner and who first became a Limited
Partner after the Third Amendment Date.

                  "Preferred Partner" means a Partner who holds Preferred Units.
                   -----------------

                  "Preferred Unit Distribution Payment Date" has the meaning set
forth in Section 4.5(c)(i).

                  "Preferred Unit  Partnership  Record Date" has the meaning set
forth in Section 4.5(c)(i).

                  "Preferred  Units" means the Series A Preferred  Units and any
Partnership  Interests  in  the  Partnership  hereafter  authorized,  issued  or
outstanding from time to time pursuant to Section 4.2(b)(i) expressly designated
by the  Partnership  to rank  senior to the Common  Units and Class B Units with
respect to  distributions  or rights upon voluntary or involuntary  liquidation,
winding-up or dissolution of the Partnership, or both.

                  "Property Affiliate" means a Person, other than any Subsidiary
of Regency,  who  contributed  property in  exchange  for a Limited  Partnership
Interest  and who may be deemed  an  Affiliate  of the  General  Partner,  e.g.,
because  such  person is a director of Regency or owns a  significant  number of
Units or shares of Regency stock.

                  "Prime  Rate"  means,  on any  date,  a  fluctuating  rate  of
interest per annum equal to the rate of interest  most recently  established  by
Wachovia  Bank of  Georgia,  N.A.  at its  Atlanta,  Georgia  office (or, at the
General  Partner's  election,  another major lender to the  Partnership,  at the
office with which the  Partnership  deals),  as its prime rate of  interest  for
loans in United States dollars.

                  "Priority  Distribution  Amount"  means  with  respect  to  an
Original   Limited   Partnership  Unit  or  Additional  Unit  outstanding  on  a
Partnership  Record  Date (i) the  cash  dividend  per  share  of  Common  Stock
(including  any  dividend  designated  by Regency as capital  gain  pursuant  to
Section  857(b)(3)(C) of the Code) declared by Regency on the Partnership Record
Date,  multiplied  by  (ii)  the  Unit  Adjustment  Factor  in  effect  on  such
Partnership  Record Date except that on the first  Partnership  Record Date that
occurs with respect to an Additional  Unit, the General Partner may require that
the Priority Distribution Amount be prorated to the extent that the Unit has not
been outstanding  each day since the immediately  preceding  Partnership  Record
Date.

                  "PTP" means a "publicly traded partnership" within the meaning
of Section 7704 of the Code.

                  "Recapture   Income"   means  any  gain   recognized   by  the
Partnership  (computed without regard to any adjustment  required by Section 734
or Section 743 of the Code) upon the disposition of any property or asset of the
Partnership,   which  gain  is  characterized  as  ordinary  income  because  it
represents  the  recapture of deductions  previously  taken with respect to such
property or asset.

                  "Recourse   Liabilities"   has  the   meaning   set  forth  in
Regulations Section 1.752-1(a)(1).

                  "Redeeming Partner" means a Limited Partner who duly exercised
a Redemption Right.

                  "Redemption  Amount"  means the Share Amount or, as determined
by the General Partner in its sole and absolute  discretion,  the Cash Amount or
any combination of the Share Amount and the Cash Amount.

                  "Redemption  Right"  with  respect  to  the  Original  Limited
Partners has the meaning set forth in Section  8.6(a) hereof and with respect to
Additional Limited Partners means any right granted to such Partners by separate
agreement  of the  Partnership  to redeem  such  Partners'  Limited  Partnership
Interests for Common Stock and/or cash.

             "Regency" means Regency Realty Corporation, a Florida corporation.

                  "Regulations" means the Income Tax Regulations,  including the
Temporary  Regulations,  promulgated  under the Code, as such regulations may be
amended from time to time  (including  corresponding  provisions  of  succeeding
regulations).

                  "REIT" means a real estate  investment trust under Section 856
of the Code.

                  "Securities Act" means the Securities Act of 1933, as amended.

     "Security  Capital"  means  Security  Capital  U.S.  Realty,  a  Luxembourg
corporation,  Security Capital  Holdings,  S.A., a Luxembourg  corporation,  and
their Affiliates.
                  "Series A Preferred  Partner"  means the Limited  Partners who
received Series A Preferred Units and also include any permitted transferee of a
Series A Preferred  Partner  pursuant to Section 11.3 and the General Partner or
any  Affiliate of Regency upon  exchange or redemption of the Series A Preferred
Units pursuant to Section 4.5.

                  "Series  A  Preferred  Stock"  has the  meaning  set  forth in
Section 4.5(g)(i)(A).

                  "Series A Preferred  Units" means the Partnership  Interest in
the  Partnership   issued  pursuant  to  Section  4.2  and  Section  4.5  hereof
representing  8.125% Series A Cumulative  Redeemable  Preferred  Units. The term
"Series A  Preferred  Unit" does not  include or refer to any  Original  Limited
Partnership Units, Additional Units or Class B Units.

                  "Series A Priority Return" means an amount equal to 8.125% per
annum,  determined  on the basis of a 360 day year of twelve 30 day  months  (or
actual  days  for any  month  which  is  shorter  than a full  monthly  period),
cumulative to the extent not distributed for any given  distribution  period, of
the stated value of $50 per Series A Preferred  Unit,  commencing on the date of
issuance of such Series A Preferred Unit.

                  "Series  A  Redemption  Price"  has the  meaning  set forth in
Section 4.5(e)(i).

                  "Share  Amount"  means  a  number  of  Shares  arrived  at  by
multiplying (i) the number of Partnership Units that are the subject of a Notice
of Redemption times (ii) the Unit Adjustment Factor.

                  "Shares"  means (i) the Common Stock of Regency,  and (ii) any
securities  issuable  with respect to Shares as a result of the  application  of
Section 11.2(b).

                  "Specified  Redemption  Date" means the later of (i) 5:00 p.m.
Eastern time, on the date  specified by the Redeeming  Partner in such Partner's
Notice of Redemption, or (ii) the close of business,  Eastern time, on the first
Business Day after the date in clause (i) if such date is not a Business Day, or
(iii) 5:00 p.m.  Eastern  time,  on the tenth  Business Day after receipt by the
General Partner of a Notice of Redemption.

                  "Subsidiary"   means,   with   respect  to  any  Person,   any
corporation  or other  entity of which a majority of (i) the voting power of the
voting equity  securities  or (ii) the  outstanding  equity  interests is owned,
directly or indirectly, by such Person.

                  "Substituted  Limited  Partner" means a Person who is admitted
as a Limited Partner to the Partnership pursuant to Section 11.4.

                  "Third  Amended   Agreement"  means  this  Third  Amended  and
Restated Agreement of Limited Partnership dated as of __________, 1999.

                  "Third  Amendment  Date" means  __________________,  1999, the
effective date of the Third Amended Agreement.

                  "Transaction" has the meaning set forth in Section 11.2(b).

                  "Unit," "Limited Partnership Unit" or "Partnership Unit" means
the  Partnership  Interest  in the  Partnership  to be issued to and held by the
Limited  Partners  pursuant  to Section  4.1,  Section 4.2 or Section  4.5.  The
ownership of Units may be evidenced by such form of  certificate  as the General
Partner  may  determine,  in its  discretion,  and  the  transfer  of the  Units
evidenced by such certificates shall be governed by Article 11.

                  "Unit Adjustment  Factor" means initially 1.0;  provided that,
in order to prevent dilution of the Redemption  Right, in the event that Regency
(i) declares or pays a dividend on its outstanding  Common Stock in Common Stock
or makes a distribution to all holders of its outstanding Common Stock in Common
Stock,  (ii)  subdivides  its  outstanding  Common Stock,  or (iii) combines its
outstanding  Common  Stock into a smaller  number of shares,  except as provided
below,  the Unit  Adjustment  Factor shall be adjusted by  multiplying  the Unit
Adjustment  Factor by a fraction,  the numerator of which shall be the number of
Shares  issued and  outstanding  on the record date  (assuming for such purposes
that such dividend, distribution,  subdivision or combination has occurred as of
such time),  and the  denominator  of which shall be the actual number of Shares
(determined  without the above assumption)  issued and outstanding on the record
date for such dividend, distribution, subdivision or combination. Any adjustment
to the Unit  Adjustment  Factor shall  become  effective  immediately  after the
effective  date of such event  retroactive  to the record date, if any, for such
event.  If the  General  Partner  (i) makes a  distribution  to all  holders  of
outstanding  Units in Units,  (ii)  subdivides the  outstanding  Units, or (iii)
combines the  outstanding  Units into a smaller number of Units at the same time
as a distribution,  subdivision or combination,  as the case may be, occurs with
respect  to the  Common  Stock,  in such  manner as to  prevent  enlargement  or
dilution of the right to redeem one Unit for one share of Common Stock,  then no
adjustment shall be made to the Unit Adjustment  Factor,  and such distribution,
subdivision or combination of Units shall take the place of an adjustment to the
Unit Adjustment Factor so as to preserve the one-Share-for-one  Unit equivalency
for purposes of any Redemption Right.

                  "Valuation  Date"  means the date of  receipt  by the  General
Partner of a Notice of  Redemption  or, if such date is not a Business  Day, the
first Business Day thereafter.

                  "Value"  means,  with  respect to a Share,  the average of the
daily market price of the Common Stock for the ten (10) consecutive trading days
immediately preceding the Valuation Date. The market price for each such trading
day shall be: (i) if the Common  Stock is listed or  admitted  to trading on any
securities  exchange or the Nasdaq National Market,  the closing price,  regular
way, on such day, or if no such sale takes place on such day, the average of the
closing bid and asked prices on such day, (ii) if the Common Stock is not listed
or admitted to trading on any securities exchange or the Nasdaq National Market,
the last reported sale price on such day or, if no sale takes place on such day,
the average of the  closing  bid and asked  prices on such day, as reported by a
reliable  quotation source  designated by the General  Partner,  or (iii) if the
Common Stock is not listed or admitted to trading on any securities  exchange or
the Nasdaq  National  Market and no such last reported sale price or closing bid
and asked prices are  available,  the average of the  reported  high bid and low
asked prices on such day, as reported by a reliable  quotation source designated
by the General  Partner,  or if there  shall be no bid and asked  prices on such
day, the average of the high bid and low asked  prices,  as so reported,  on the
most recent day (not more than 10 days prior to the date in question)  for which
prices  have  been so  reported;  provided,  that if there  are no bid and asked
prices reported  during the 10 days prior to the date in question,  the Value of
the Common Stock shall be determined by Regency's  board of directors  acting in
good  faith  on the  basis  of  such  quotations  and  other  information  as it
considers, in its reasonable judgment, appropriate.

Article 2.........
                             Organizational Matters

Section 2.1.......Organization; Application of Act.
                  --------------------------------

(a) Organization  and Formation of Partnership.  The Partnership has been formed
as a limited  partnership under the Act. The General Partner is the sole general
partner  and  the  Limited  Partners  are  the  sole  limited  partners  of  the
Partnership.

(b) Application of Act. The Partnership is a limited partnership pursuant to the
provisions  of the Act and upon  the  terms  and  conditions  set  forth in this
Agreement.  Except as expressly provided herein to the contrary,  the rights and
obligations  of the  Partners  and the  administration  and  termination  of the
Partnership  shall be governed  by the Act.  No Partner has any  interest in any
Partnership  property,  and the  Partnership  Interest of each Partner  shall be
personal property for all purposes.

Section 2.2.......Name. The name of the Partnership is Regency Centers, L.P. The
Partnership's  business  may be  conducted  under any other name or names deemed
advisable by the General  Partner,  including the name of the General Partner or
any  Affiliate  thereof.  The words  "Limited  Partnership,"  "L.P.,"  "Ltd." or
similar  words or letters  shall be  included  in the  Partnership's  name where
necessary for the purposes of complying with the laws of any  jurisdiction  that
so requires.  The General Partner in its sole and absolute discretion may change
the name of the Partnership at any time and from time to time and shall promptly
notify the  Limited  Partners  of such  change;  provided,  that the name of the
Partnership may not be changed to include the name, or any variant  thereof,  of
any Limited Partner without the written consent of that Limited Partner.

Section  2.3.......Registered Office and Agent; Principal Office. The address of
the registered  office of the Partnership in the State of Delaware is located at
1013 Centre Road, City of Wilmington,  County of New Castle, Delaware 19801, and
the registered  agent for service of process on the  Partnership in the State of
Delaware at such registered office is Corporation Service Company. The principal
office of the  Partnership is 121 W. Forsyth  Street,  Suite 200,  Jacksonville,
Florida 32202,  or such other place as the General Partner may from time to time
designate  by notice to the  Limited  Partners.  The  Partnership  may  maintain
offices at such other place or places  within or outside the State of Florida as
the General Partner deems advisable.

Section  2.4.......Term.  The term of the Partnership shall commence on the date
hereof and shall continue until December 31, 2097, unless it is dissolved sooner
pursuant to the provisions of Article 13 or as otherwise provided by law.

Article 3.........
                                     Purpose

Section  3.1.......Purpose and Business.  The purpose and nature of the business
to be conducted by the  Partnership  is (i) to conduct any business  that may be
lawfully conducted by a limited partnership organized pursuant to the Act and in
connection therewith to sell or otherwise dispose of Partnership assets, (ii) to
enter into any partnership, joint venture or other similar arrangement to engage
in any of the foregoing or the  ownership of interests in any entity  engaged in
any of the  foregoing  and (iii) to do anything  necessary or  incidental to the
foregoing  which,  in each case, is not in breach of this  Agreement;  provided,
however,  that each of the  foregoing  clauses  (i),  (ii),  and (iii)  shall be
limited and  conducted in such a manner as to permit  Regency at all times to be
classified as a REIT,  unless Regency provides notice to the Partnership that it
intends to cease or has ceased to qualify as a REIT.

Section  3.2.......Powers.  The  Partnership is empowered to do any and all acts
and  things  necessary,   appropriate,   proper,  advisable,  incidental  to  or
convenient for the furtherance and  accomplishment  of the purposes and business
described  herein  and  for  the  protection  and  benefit  of the  Partnership;
provided,  however, that the Partnership shall not take, or refrain from taking,
any action which,  in the judgment of the General  Partner,  (i) could adversely
affect the ability of Regency to continue to qualify as a REIT,  unless  Regency
provides  notice to the  Partnership  that it  intends to cease or has ceased to
qualify as a REIT,  (ii) could  subject  Regency to any  additional  taxes under
Section  857 or  Section  4981 of the Code or  (iii)  could  violate  any law or
regulation  of any  governmental  body or agency  having  jurisdiction  over the
General Partner,  Regency or their securities,  unless such action (or inaction)
shall have been specifically consented to by the General Partner in writing.

Article 4.........
                    Capital Contributions; Issuance Of Units;
                                Capital Accounts

Section 4.1.......Capital Contributions of the Partners.

(a)  Initial  Capital   Contributions  of  Original  Limited  Partners.   Branch
Properties,  L.P. has  contributed  property to the  Partnership  which shall be
deemed to have been  contributed by its respective  partners as Original Limited
Partners.  The Original  Limited  Partners  who have not  exercised a Redemption
Right with respect to all their Units are set forth on Exhibit A,  together with
their  respective  Percentage  Interests.  Percentage  Interests of the Original
Limited Partners shall be adjusted in Exhibit A from time to time by the General
Partner  to the  extent  permitted  by  this  Agreement  to  reflect  accurately
redemptions,  Capital Contributions, the issuance of Additional Units or Class B
Units,  or similar events having an effect on a Partner's  Percentage  Interest.
Any  Partnership  Interests held by the General  Partner or any Affiliate  other
than a  Property  Affiliate  (including  Partnership  Interests  acquired  under
Section 4.2, Section 8.6 and Section 8.7) shall be Class B Units, other than the
Series A Preferred Units, the issuance of which has been approved by the Limited
Partners  pursuant to Section 4.2, and any  Preferred  Units issued  pursuant to
Section 4.2(b)(i).

(b) Initial  Capital  Contributions  of  Additional  Limited  Partners.  Midland
Development  Group,  Inc. and certain of its  affiliated  entities and PP Center
Limited have  contributed  property to the Partnership  which shall be deemed to
have been  contributed by their respective  equity owners as Additional  Limited
Partners.  Such Additional  Limited Partners who have not exercised a Redemption
Right with respect to all their Units are set forth on Exhibit A,  together with
their respective Percentage Interests.

(c)  Capital   Contributions  by  General  Partner.   The  General  Partner  has
contributed  cash or other assets to the  Partnership in exchange for the number
of Class B Units set  forth on  Exhibit  A. The  General  Partner  also owns the
number of Class B Units set forth on  Exhibit A which were  acquired  by Regency
upon the  exchange  by  Regency of Shares  pursuant  to the  exercise  by former
Limited Partners of Redemption Rights.

(d) Capital Contributions of Series A Preferred Partners. The Series A Preferred
Partners  have  contributed  cash to the  Partnership  in the  amount of $50 per
Series A  Preferred  Unit.  The  distribution  rights for the Series A Preferred
Units  shall be  senior  to the  distribution  rights  of the  Original  Limited
Partnership  Units,  the Additional  Units and the Class B Units.  The number of
Series A Preferred Units issued to the Series A Preferred  Partners is set forth
on Exhibit A.

(e)  Additional  Capital  Contributions  or  Assessments.  No  Partner  shall be
assessed or be required to contribute  additional funds or other property to the
Partnership,  except  for any  such  amounts  which  a  Limited  Partner  may be
obligated to repay under  Section 5.3 or Section 13.4 and such amounts which the
General  Partner  may be  obligated  to  contribute  as provided  under  Section
7.1(a)(iii).  Any additional funds required by the Partnership, as determined by
the General Partner in its reasonable  business judgment,  may, at the option of
the General  Partner and without an obligation to do so, be  contributed  by the
General  Partner as  additional  Capital  Contributions.  If and as the  General
Partner or any other  Partner  makes  additional  Capital  Contributions  to the
Partnership,  each such Partner shall receive Additional Units, Class B Units or
other  Partnership  Interests,  subject to the  provisions  of  Section  4.2 and
Section 4.5, and such Partner's Capital Account shall be adjusted as provided in
Section 4.4.

(f) Return of Capital  Contributions.  Except as  otherwise  expressly  provided
herein,  the  Capital  Contribution  of each  Partner  will be  returned to that
Partner  only in the manner and to the extent  provided in Article 5 and Article
13 hereof,  and no Partner may withdraw from the  Partnership  or otherwise have
any right to demand or receive  the return of its  Capital  Contribution  to the
Partnership  (as  such),   except  as  specifically   provided   herein.   Under
circumstances  requiring a return of any Capital Contribution,  no Partner shall
have the right to  receive  property  other than  cash,  except as  specifically
provided  herein.  No Partner  shall be  entitled  to  interest  on any  Capital
Contribution or Capital Account  notwithstanding  any  disproportion  therein as
between  the  Partners.  Except as  specifically  provided  herein,  the General
Partner  shall  not be  liable  for the  return of any  portion  of the  Capital
Contribution   of  any  Limited   Partner,   and  the  return  of  such  Capital
Contributions  shall be made solely from Partnership assets. The General Partner
may, but shall not be obligated to, make Capital  Contributions  for the purpose
of enabling the Partnership to make  distributions  of Available Cash to Limited
Partners.

(g)  Liability of Limited  Partners.  No Limited  Partner shall have any further
personal  liability to contribute money to, or in respect of, the liabilities or
the obligations of the Partnership,  nor shall any Limited Partner be personally
liable for any obligations of the Partnership,  except as otherwise  provided in
Section  4.1(e) or in the Act. No Limited  Partner shall be required to make any
contributions  to  the  capital  of  the  Partnership  other  than  its  Capital
Contribution.

Section 4.2.......Issuances of Additional Partnership Interests.

(a)  Limitations.  Separate  agreements  relating to the admission of Additional
Limited  Partners set forth the  provisions,  if any, upon which any  Additional
Units shall be issued to Additional  Limited Partners in the form of earn-out or
as  consideration  for additional  assets to be  contributed by such  Additional
Limited  Partners  to the  Partnership.  The  General  Partner  shall  cause the
earn-out  Additional  Units to be  issued  to the  Additional  Limited  Partners
entitled to receive the same, and shall cause the amendment of this Agreement to
reflect the issuance of any such Additional  Units.  Subject to the restrictions
set  forth  below and in  Section  4.5(f)(ii),  the  General  Partner  is hereby
authorized to cause the Partnership at any time or from time to time to issue to
the  Partners or to other  Persons  such  Partnership  Interests  in one or more
classes,  or one or more  series of any such  classes,  with such  designations,
preferences  and  relative,  participating,  optional or other  special  rights,
powers and duties,  and for such  consideration  as shall be  determined  by the
General  Partner in its sole and absolute  discretion,  subject to Delaware law,
including,  without  limitation,  (i) the  allocations  of items of  Partnership
income,  gain,  loss,  deduction  and  credit  to each  such  class or series of
Partnership  Interests,  (ii)  the  right  of  each  such  class  or  series  of
Partnership  Interests  to share in  Partnership  distributions,  and  (iii) the
rights of each such class or series of Partnership  Interests  upon  dissolution
and liquidation of the  Partnership;  provided,  however,  that so long as there
shall be any Original Limited Partnership Units outstanding, without the Consent
of the Original Limited Partners,  (a) any Partnership Interests issued shall be
subordinate to the Original  Limited  Partnership  Units and will not affect the
priority of distributions with respect to the Original Limited Partnership Units
as set forth in Section  5.1 hereof,  (b) no  Partnership  Interests  other than
Class B Units shall be issued to the  General  Partner or any  Affiliate  of the
General  Partner  other  than a  Property  Affiliate,  and  (c)  no  Partnership
Interests  on a parity  with the  Original  Limited  Partnership  Units shall be
issued to any Person,  and  provided,  further,  that without the Consent of the
Additional  Limited  Partners  holding  Additional  Units,  (a)  no  Partnership
Interests other than Class B Units shall be issued to the General Partner or any
Affiliate of the General Partner other than a Property Affiliate, and (b) except
as provided in Section 6.2(g), no Partnership Interests senior to the Additional
Units shall be issued to any Person.

(b)  Consent  Granted by Limited  Partners  for Certain  Issuances.  Pursuant to
Section  4.2(a),  the  Consent  of Limited  Partners  holding  Original  Limited
Partnership  Units and the Consent of Limited Partners holding  Additional Units
has been obtained for, and no further Consent of the Limited  Partners or of any
class of Limited  Partners  shall be required  for, the  issuance of  additional
Units from time to time as follows:

     (i) Issuance of Preferred Units.  Subject to Section 4.5(f)(ii),  Preferred
Units may be issued to any Limited  Partner if, as a result of such issuance and
the  application  of the  proceeds  therefrom,  the  sum of  (i)  the  aggregate
liquidation  preference of all outstanding  Preferred Units entitled to priority
upon  liquidation  and (ii) the  Partnership's  gross sales price of outstanding
Preferred  Units  entitled to priority  only with  respect to  distributions  of
Available Cash would not exceed twenty percent (20%) of the  Partnership's  book
value before depreciation and amortization as of the end of the calendar quarter
preceding the date of issuance, determined in accordance with generally accepted
accounting  principles.  Nothing in this Section 4.2(b)(i) shall be construed to
prohibit the General  Partner  from (i)  redeeming  Series A Preferred  Units or
other  Preferred  Units  issued  from  time to  time  pursuant  to this  Section
4.2(b)(i) to third  parties who are not  Affiliates  of the General  Partner and
(ii) holding and receiving  distributions on such Redeemed Preferred Units where
such Units are redeemed in exchange for preferred  stock of the General  Partner
having designations,  preferences and other rights substantially  similar to the
designations, preferences and other rights of the Units so redeemed.

(c)  Certain  Issuances  in the  Nature of Stock  Split.  Nothing  herein  shall
prohibit  the  General  Partner  from  issuing  Units pro rata to the holders of
existing  Units in lieu of adjusting  the Unit  Adjustment  Factor in connection
with a stock split,  stock  dividend or similar event with respect to the Common
Stock.

Section  4.3.......No  Preemptive  Rights.  No Person shall have any preemptive,
preferential  or other  similar  right with  respect to (i)  additional  Capital
Contributions  or  loans  to the  Partnership  or (ii)  issuance  or sale of any
Partnership Interests.

Section 4.4.......Capital Accounts of the Partners.

(a) General.  The Partnership shall maintain for each Partner a separate Capital
Account in accordance with the rules of Regulations  Section  1.704-1(b)(2)(iv).
Such  Capital  Account  shall be  increased  by (i) the  amount  of all  Capital
Contributions  made  by  such  Partner  to  the  Partnership  pursuant  to  this
Agreement,  (ii) all items of Partnership  income and gain (including income and
gain  exempt from tax)  allocated  to such  Partner  pursuant to Section 6.1 and
Section  6.2 of  this  Agreement,  and  (iii)  the  amount  of  any  Partnership
liabilities  assumed  by such  Partner  or which  are  secured  by any  property
distributed  to such  Partner,  and decreased by (x) the amount of cash or Gross
Asset Value of all actual and deemed  distributions  of cash or property made to
such Partner pursuant to this Agreement,  (y) all items of Partnership deduction
and loss  allocated to such  Partner  pursuant to Section 6.1 and Section 6.2 of
this Agreement, and (z) the amount of any liabilities of such Partner assumed by
the Partnership or which are secured by any property contributed by such Partner
to the Partnership.  Additional Capital Contributions shall be deemed to be made
by reason of the issuance,  and the Additional Limited Partner's Capital Account
shall be  adjusted  by an  amount  equal to the  agreed  value  (as set forth by
separate agreement), of additional Partnership Interests issued to an Additional
Limited Partner pursuant to any earn-out  provisions in the agreement  governing
such  Additional  Limited  Partner's  admission  to the  Partnership.  Any  such
additional Capital  Contributions shall be allocated to the items of contributed
property  contributed by each such  Additional  Limited Partner in proportion to
their  book  values  at the  time  of  issuance  of the  additional  Partnership
Interests.

     (b) Transfers of Partnership Units. A transferee of a Partnership  Interest
shall succeed to a pro rata portion of the Capital Account of the transferor.

(c) Modification by General Partner.  The provisions of this Agreement  relating
to the maintenance of Capital  Accounts are intended to comply with  Regulations
Section 1.704-1(b),  and shall be interpreted and applied in a manner consistent
with such Regulations.  In the event the General Partner shall determine that it
is prudent to modify the manner in which the Capital Accounts,  or any debits or
credits thereto (including,  without  limitation,  debits or credits relating to
liabilities  which are secured by contributed  or distributed  property or which
are assumed by the Partnership,  the General Partner,  or any Limited Partners),
are computed in order to comply with such  Regulations,  the General Partner may
make such  modification  without  regard to  Article 14 of this  Agreement.  The
General  Partner  also  shall (i) make any  adjustments  that are  necessary  or
appropriate to maintain  equality  between the Capital  Accounts of the Partners
and the amount of Partnership  capital  reflected on the  Partnership's  balance
sheet,  as computed for book purposes,  in accordance with  Regulations  Section
1.704-1(b)(2)(iv)(q),  and (ii) make any appropriate  modifications in the event
unanticipated  events might  otherwise  cause this  Agreement not to comply with
Regulations Section 1.704-1(b).

Section  4.5.......Issuance  of Series A Preferred Units.  Pursuant to authority
granted by Section 4.2 with the Consent of the Original Limited Partners and the
Consent of the  Additional  Limited  Partners,  the General  Partner  caused the
Partnership  to establish a series of  Partnership  Interests  representing  the
Series A Preferred  Units,  with such  designations,  preferences  and relative,
participating,  optional or other special  rights,  powers and duties as are set
forth in this Section  4.5. In the event of a conflict  between this Section 4.5
and any other  provision of this  Agreement as to the Series A Preferred  Units,
the provisions of this Section 4.5 shall control.

(a)  Designation  and Number.  A series of Partnership  Units in the Partnership
designated as the "8.125%  Series A Cumulative  Redeemable  Preferred  Units" is
hereby established. The number of Series A Preferred Units shall be 1,600,000.

(b) Rank. The Series A Preferred  Units will, with respect to  distributions  or
rights upon voluntary or involuntary  liquidation,  winding-up or dissolution of
the  Partnership,  or both,  rank senior to all classes or series of Partnership
Interests now or hereafter  authorized,  issued or  outstanding,  other than any
class or  series  of  equity  securities  of the  Partnership  issued  after the
issuance of the Series A Preferred Units and expressly  designated in accordance
with this  Agreement  as  ranking  on a parity  with or  senior to the  Series A
Preferred  Units as to  distributions  or rights upon  voluntary or  involuntary
liquidation, winding-up or dissolution of the Partnership, or both.

(c)      Distributions.


     (i)  Payment of  Distributions.  Subject to the rights of holders of Parity
Preferred Units and any holders of Partnership  Interests  issued after the date
of issuance  of the Series A  Preferred  Units in  accordance  herewith  ranking
senior to the  Series A  Preferred  Units as to the  payment  of  distributions,
holders of Series A Preferred  Units shall be entitled to receive,  when, as and
if declared by the  Partnership  acting  through  the  General  Partner,  out of
Available Cash and Capital Transaction  Proceeds,  cumulative  preferential cash
distributions  at  the  rate  per  annum  of  8.125%  of  the  original  Capital
Contribution  per  Series  A  Preferred  Unit.  Such   distributions   shall  be
cumulative,  shall accrue from the original date of issuance and will be payable
(A)  quarterly  in arrears,  on or before  March 31, June 30,  September  30 and
December 31 of each year  commencing  on June 30, 1998 and, (B), in the event of
(i) an exchange of Series A Preferred  Units into Series A Preferred  Stock,  or
(ii) a  redemption  of  Series  A  Preferred  Units,  on the  exchange  date  or
redemption  date, as applicable  (each a "Preferred  Unit  Distribution  Payment
Date").  The amount of the distribution  payable for any period will be computed
on the  basis of a 360-day  year of  twelve  30-day  months  and for any  period
shorter than a full quarterly period for which  distributions are computed,  the
amount of the  distribution  payable will be computed on the basis of the actual
number  of  days  elapsed  in  such  a  30-day  month.  If  any  date  on  which
distributions  are to be made on the Series A Preferred  Units is not a Business
Day,  then payment of the  distribution  to be made on such date will be made on
the next  succeeding  day that is a Business  Day (and  without any  interest or
other payment in respect of any such delay) except that, if such Business Day is
in the  next  succeeding  calendar  year,  such  payment  shall  be  made on the
immediately  preceding Business Day, in each case with the same force and effect
as if made on such date.  Distributions  on June 30, 1998 and  thereafter on the
Series A  Preferred  Units will be made to the holders of record of the Series A
Preferred  Units on the  relevant  record  dates to be fixed by the  Partnership
acting  through the General  Partner,  which record dates shall be not less than
ten (10) days and not more than thirty (30)  Business Days prior to the relevant
Preferred Unit Distribution Payment Date (the "Preferred Unit Partnership Record
Date").


     (ii) Limitation on Distributions. No distribution on the Series A Preferred
Units shall be declared or paid or set apart for payment by the  Partnership  at
such  time as the terms  and  provisions  of any  agreement  of the  Partnership
relating  to its  indebtedness  (other  than any  agreement  with the  holder of
Partnership  Interests or an Affiliate  thereof),  prohibits  such  declaration,
payment or setting apart for payment or provide, that such declaration,  payment
or setting  apart for payment  would  constitute  a breach  thereof or a default
thereunder,  or if such declaration,  payment or setting apart for payment shall
be restricted or prohibited by law. Nothing in this Section  4.5(c)(ii) shall be
deemed to modify or in any manner limit the provisions  Section  4.5(c)(iii) and
(iv).

     (iii)  Distributions  Cumulative.  Distributions  on the Series A Preferred
Units will accrue  whether or not the terms and  provisions  of any agreement of
the  Partnership,  including any agreement  relating to its  indebtedness at any
time  prohibit  the  current  payment  of  distributions,  whether  or  not  the
Partnership has earnings,  whether or not there are funds legally  available for
the payment of such of such  distributions and whether or not such distributions
are authorized. Accrued but unpaid distributions on the Series A Preferred Units
will accumulate as of the Preferred Unit Distribution Payment Date on which they
first  become  payable.  Distributions  on  account  of  arrears  for  any  past
distribution  periods may be declared and paid at any time, without reference to
a regular Preferred Unit  Distribution  Payment Date to holders of record of the
Series A  Preferred  Units on the record  date fixed by the  Partnership  acting
through the General  Partner which date shall be not less than ten (10) days and
not more than thirty (30) Business  Days prior to the payment date.  Accumulated
and unpaid distributions will not bear interest.

(iv)     Priority as to Distributions.


     (A)  So  long  as  any  Series  A  Preferred  Units  are  outstanding,   no
distribution  of cash or other property shall be authorized,  declared,  paid or
set apart for payment on or with  respect to any class or series of  Partnership
Interests of the Partnership  ranking junior as to the payment of  distributions
to the Series A Preferred Units  (collectively,  "Junior Units"),  nor shall any
cash or other  property be set aside for or applied to the purchase,  redemption
or other  acquisition for  consideration  of any Series A Preferred  Units,  any
Parity  Preferred  Units with  respect  to  distributions  or any Junior  Units,
unless,  in each case, all  distributions  accumulated on all Series A Preferred
Units and all classes and series of  outstanding  Parity  Preferred  Units as to
payment of distributions have been paid in full. The foregoing sentence will not
prohibit (a) distributions payable solely in Junior Units, (b) the conversion of
Junior  Units or  Parity  Preferred  Units  into  Partnership  Interests  of the
Partnership  ranking junior to the Series A Preferred Units as to distributions,
or (c) the redemption of  Partnership  Interests  corresponding  to any Series A
Preferred Stock,  Parity Preferred Stock with respect to distributions or Junior
Stock (as such terms are defined herein or in the Articles of  Incorporation) to
be  purchased  by the General  Partner  pursuant to Article 5 of the Articles of
Incorporation  to  preserve  the  General  Partner's  status  as a  real  estate
investment trust,  provided that such redemption shall be upon the same terms as
the   corresponding   purchase   pursuant  to  Article  5  of  the  Articles  of
Incorporation.

     (B) So  long  as  distributions  have  not  been  paid  in  full  (or a sum
sufficient  for such full  payment  is not  irrevocably  deposited  in trust for
payment) upon the Series A Preferred  Units,  all  distributions  authorized and
declared  on the  Series  A  Preferred  Units  and  all  classes  or  series  of
outstanding  Parity  Preferred  Units  with  respect to  distributions  shall be
authorized  and  declared  so that the amount of  distributions  authorized  and
declared per Series A Preferred  Unit and such other classes or series of Parity
Preferred  Units  shall in all  cases  bear to each  other the same  ratio  that
accrued  distributions  per Series A  Preferred  Unit and such other  classes or
series of Parity  Preferred  Units (which shall not include any  accumulation in
respect of unpaid  distributions for prior distribution periods if such class or
series of Parity  Preferred  Units do not have cumulative  distribution  rights)
bear to each other.

     (v) No Further  Rights.  Holders of Series A  Preferred  Units shall not be
entitled  to any  distributions,  whether  payable in cash,  other  property  or
otherwise, in excess of the full cumulative distributions described herein.

(d)      Liquidation Preference.

     (i) Payment of Liquidating Distributions.  Subject to the rights of holders
of  Parity  Preferred  Units  with  respect  to  rights  upon any  voluntary  or
involuntary  liquidation,  dissolution  or  winding-up  of the  Partnership  and
subject to Partnership  Interests ranking senior to the Series A Preferred Units
with  respect  to  rights  upon  any  voluntary  or   involuntary   liquidation,
dissolution or winding-up of the Partnership,  the holders of Series A Preferred
Units shall be entitled to receive out of the assets of the Partnership  legally
available for distribution or the proceeds  thereof,  after payment or provision
for debts and other  liabilities of the  Partnership,  but before any payment or
distributions  of the assets  shall be made to holders of any class or series of
Partnership  Interest  that ranks  junior to the Series A Preferred  Units as to
rights upon liquidation, dissolution or winding-up of the Partnership, an amount
equal to the sum of (i) a liquidation preference equal to their positive Capital
Account  balances,  determined  after  taking into  account all Capital  Account
adjustments for the Partnership taxable year during which the liquidation occurs
(other than those made as a result of the liquidating  distribution set forth in
this Section  4.5(d)(i) and (ii) an amount equal to any  accumulated  and unpaid
distributions  thereon,  whether or not declared, to the date of payment. In the
event that,  upon such  voluntary or  involuntary  liquidation,  dissolution  or
winding-up,  there are insufficient assets to permit full payment of liquidating
distributions  to the  holders  of  Series  A  Preferred  Stock  and any  Parity
Preferred Units as to rights upon liquidation,  dissolution or winding-up of the
Partnership, all payments of liquidating distributions on the Series A Preferred
Units and such Parity  Preferred Units shall be made so that the payments on the
Series A Preferred Units and such Parity Preferred Units shall in all cases bear
to each  other  the  same  ratio  that the  respective  rights  of the  Series A
Preferred  Unit and such other Parity  Preferred  Units (which shall not include
any  accumulation  in respect  of unpaid  distributions  for prior  distribution
periods  if such  Parity  Preferred  Units do not have  cumulative  distribution
rights) upon  liquidation,  dissolution or winding-up of the Partnership bear to
each other.

(ii)              Notice.  Written  notice of any such  voluntary or involuntary
                  liquidation,  dissolution  or winding-up  of the  Partnership,
                  stating  the  payment  date or dates  when,  and the  place or
                  places where, the amounts  distributable in such circumstances
                  shall be  payable,  shall be given by (x) fax and (y) by first
                  class mail,  postage  pre-paid,  not less than 30 and not more
                  that 60 days prior to the payment date stated therein, to each
                  record  holder  of  the  Series  A  Preferred   Units  at  the
                  respective  addresses of such holders as the same shall appear
                  on the transfer records of the Partnership.

(iii)             No Further  Rights.  After  payment of the full  amount of the
                  liquidating  distributions  to which  they are  entitled,  the
                  holders  of  Series A  Preferred  Units  will have no right or
                  claim to any of the remaining assets of the Partnership.

(iv)              Consolidation,  Merger  or  Certain  Other  Transactions.  The
                  voluntary sale,  conveyance,  lease, exchange or transfer (for
                  cash, shares of stock,  securities or other  consideration) of
                  all or  substantially  all of the  property  or  assets of the
                  General  Partner to, or the  consolidation  or merger or other
                  business  combination  of the  Partnership  with or into,  any
                  corporation,  trust or other  entity  (or of any  corporation,
                  trust or other entity with or into the Partnership)  shall not
                  be  deemed  to  constitute  a   liquidation,   dissolution  or
                  winding-up of the Partnership.

(e)      Optional Redemption.


     (i) Right of Optional  Redemption.  The Series A Preferred Units may not be
redeemed  prior to the fifth  anniversary of the issuance date. On or after such
date,  the  Partnership  shall have the right to redeem  the Series A  Preferred
Units, in whole or in part, at any time or from time to time, upon not less than
30 nor more than 60 days'  written  notice,  at a redemption  price,  payable in
cash,  equal to the Capital  Account balance of the holder of Series A Preferred
Units (the "Series A Redemption Price");  provided,  however, that no redemption
pursuant to this  Section  4.5(e) will be  permitted  if the Series A Redemption
Price does not equal or exceed the original Capital  Contribution of such holder
plus the cumulative  Series A Priority Return,  whether or not declared,  to the
redemption  date to the extent not previously  distributed or distributed on the
redemption  date  pursuant  to  Section  4.5(c)(i).  If  fewer  than  all of the
outstanding Series A Preferred Units are to be redeemed,  the Series A Preferred
Units to be  redeemed  shall be  selected  pro rata (as  nearly  as  practicable
without creating fractional units).

(ii)     Limitation on Redemption.


     (A) The Series A  Redemption  Price of the Series A Preferred  Units (other
than the portion  thereof  consisting of accumulated  but unpaid  distributions)
will be payable  solely out of the sale proceeds of capital stock of the General
Partner,  which will be contributed by the General Partner to the Partnership as
additional capital contribution, or out of the sale of limited partner interests
in the  Partnership  and from no other  source.  For  purposes of the  preceding
sentence,  "capital stock" means any equity  securities  (including Common Stock
and   Preferred   Stock  (as  such  terms  are   defined  in  the   Articles  of
Incorporation)),  shares,  participation or other ownership  interests  (however
designated)  and any rights  (other  than debt  securities  convertible  into or
exchangeable for equity securities) or options to purchase any of the foregoing.

(B)                        The  Partnership may not redeem fewer than all of the
                           outstanding  Series  A  Preferred  Units  unless  all
                           accumulated and unpaid  distributions  have been paid
                           on all  Series A  Preferred  Units for all  quarterly
                           distribution  periods  terminating on or prior to the
                           date of redemption.

(iii)    Procedures for Redemption.

     (A)  Notice  of  redemption  will be (i)  faxed,  and  (ii)  mailed  by the
Partnership,  by certified mail, postage prepaid, not less than 30 nor more than
60 days prior to the redemption  date,  addressed to the  respective  holders of
record of the Series A Preferred  Units at their  respective  addresses  as they
appear on the records of the  Partnership.  No failure to give or defect in such
notice shall affect the validity of the  proceedings  for the  redemption of any
Series A  Preferred  Units  except  as to the  holder to whom  such  notice  was
defective or not given.  In addition to any  information  required by law,  each
such notice shall state:  (i) the redemption  date, (ii) the Series A Redemption
Price, (iii) the aggregate number of Series A Preferred Units to be redeemed and
if  fewer  than  all of the  outstanding  Series  A  Preferred  Units  are to be
redeemed,  the number of Series A Preferred  Units to be  redeemed  held by such
holder,  which  number  shall equal such  holder's  pro rata share (based on the
percentage of the aggregate  number of outstanding  Series A Preferred Units the
total number of Series A Preferred Units held by such holder  represents) of the
aggregate  number of Series A Preferred Units to be redeemed,  (iv) the place or
places where such Series A Preferred  Units are to be surrendered for payment of
the Series A Redemption Price, (v) that  distributions on the Series A Preferred
Units to be redeemed will cease to accumulate on such  redemption  date and (vi)
that payment of the Series A Redemption Price will be made upon presentation and
surrender of such Series A Preferred Units.

     (B) If the Partnership  gives a notice of redemption in respect of Series A
Preferred Units (which notice will be irrevocable) then, by 12:00 noon, New York
City time, on the redemption date, the Partnership  will deposit  irrevocably in
trust for the  benefit of the Series A  Preferred  Units  being  redeemed  funds
sufficient  to pay the  applicable  Series A  Redemption  Price  and  will  give
irrevocable  instructions and authority to pay such Series A Redemption Price to
the  holders of the Series A  Preferred  Units  upon  surrender  of the Series A
Preferred  Units by such  holders  at the  place  designated  in the  notice  of
redemption.  If the Series A Preferred  Units are evidenced by a certificate and
if fewer than all Series A Preferred  Units  evidenced  by any  certificate  are
being  redeemed,  a new  certificate  shall  be  issued  upon  surrender  of the
certificate  evidencing all Series A Preferred Units,  evidencing the unredeemed
Series A Preferred  Units without cost to the holder  thereof.  On and after the
date of  redemption,  distributions  will  cease to  accumulate  on the Series A
Preferred  Units  or  portions   thereof  called  for  redemption,   unless  the
Partnership defaults in the payment thereof. If any date fixed for redemption of
Series A Preferred  Units is not a Business  Day,  then  payment of the Series A
Redemption  Price payable on such date will be made on the next  succeeding  day
that is a Business Day (and without any interest or other  payment in respect of
any such delay)  except that,  if such  Business Day falls in the next  calendar
year,  such payment will be made on the immediately  preceding  Business Day, in
each case  with the same  force  and  effect  as if made on such date  fixed for
redemption.  If payment of the Series A Redemption Price is improperly  withheld
or  refused  and not paid by the  Partnership,  distributions  on such  Series A
Preferred Units will continue to accumulate from the original redemption date to
the date of payment,  in which case the actual  payment date will be  considered
the date fixed for redemption for purposes of calculating the applicable  Series
A Redemption Price.

(f)      Voting Rights.

(i)               General. Notwithstanding anything to the contrary contained in
                  this Agreement,  Series A Preferred Partners will not have any
                  voting rights or right to consent to any matter  requiring the
                  consent  or  approval  of  the  Limited  Partners,  except  as
                  otherwise  expressly set forth in this Agreement and except as
                  set forth below.

     (ii) Certain Voting Rights.  So long as any Series A Preferred Units remain
outstanding,  the Partnership  shall not,  without the  affirmative  vote of the
holders of at least  two-thirds of the Series A Preferred  Units  outstanding at
the time (A)  authorize or create,  or increase the  authorized or issued amount
of, any class or series of Partnership  Interests  ranking prior to the Series A
Preferred  Units  with  respect  to  payment  of  distributions  or rights  upon
liquidation,  dissolution or winding-up or reclassify any Partnership  Interests
of the Partnership into any such Partnership Interest,  or create,  authorize or
issue any  obligations or security  convertible  into or evidencing the right to
purchase any such Partnership  Interests,  (B) authorize or create,  or increase
the authorized or issued amount of any Parity  Preferred Units or reclassify any
Partnership  Interest of the Partnership into any such  Partnership  Interest or
create,  authorize  or issue any  obligations  or security  convertible  into or
evidencing the right to purchase any such Partnership  Interests but only to the
extent  such  Parity   Preferred  Units  are  issued  to  an  affiliate  of  the
Partnership,  other than (I) Security Capital or (II) the General Partner to the
extent the issuance of such interests was to allow the General  Partner to issue
corresponding  preferred  stock  to  persons  who  are  not  affiliates  of  the
Partnership  or (C)  either  (I)  consolidate,  merge  into or with,  or convey,
transfer or lease its assets substantially as an entirety to, any corporation or
other entity or (II) amend,  alter or repeal the  provisions of this  Agreement,
whether  by merger,  consolidation  or  otherwise,  that  would  materially  and
adversely affect the powers, special rights,  preferences,  privileges or voting
power of the Series A Preferred Units or the holders thereof; provided, however,
that with  respect to the  occurrence  of a merger,  consolidation  or a sale or
lease of all of the  Partnership's  assets  as an  entirety,  so long as (a) the
Partnership  is the  surviving  entity and the Series A Preferred  Units  remain
outstanding with the terms thereof unchanged, or (b) the resulting, surviving or
transferee  entity  is  a  partnership,   limited  liability  company  or  other
pass-through  entity  organized  under the laws of any state and substitutes the
Series A Preferred Units for other interests in such entity having substantially
the same  terms and  rights as the  Series A  Preferred  Units,  including  with
respect to distributions, voting rights and rights upon liquidation, dissolution
or  winding-up,  then the  occurrence  of any such event  shall not be deemed to
materially and adversely affect such rights,  privileges or voting powers of the
holders of the Series A  Preferred  Units and no vote of the Series A  Preferred
Units shall be required in such case; and provided  further that any increase in
the amount of  Partnership  Interests  or the  creation or issuance of any other
class or series of Partnership Interests, in each case ranking (a) junior to the
Series A  Preferred  Units with  respect to  payment  of  distributions  and the
distribution of assets upon liquidation,  dissolution or winding-up, or (b) on a
parity to the Series A Preferred Units with respect to payment of  distributions
and the  distribution of assets upon  liquidation,  dissolution or winding-up to
the extent  such  Partnership  Interest  are not issued to an  affiliate  of the
Partnership,  other than the General  Partner to the extent the issuance of such
interests  was to allow the  General  Partner to issue  corresponding  preferred
stock to persons who are not affiliates of the Partnership,  shall not be deemed
to  materially  and  adversely  affect such rights,  preferences,  privileges or
voting  powers and no vote of the Series A Preferred  Units shall be required in
such case.

(g)      Exchange Rights.

(i)      Right to Exchange.

     (A) Series A Preferred  Units will be  exchangeable  in whole or in part at
anytime on or after the tenth anniversary of the date of issuance, at the option
of the holders thereof,  for authorized but previously unissued shares of 8.125%
Series A  Cumulative  Redeemable  Preferred  Stock of  Regency  (the  "Series  A
Preferred  Stock") at an exchange rate of one share of Series A Preferred  Stock
for one Series A Preferred  Unit,  subject to adjustment as described below (the
"Exchange  Price"),  provided  that the Series A  Preferred  Units  will  become
exchangeable  at any time,  in whole or in part, at the option of the holders of
Series A Preferred  Units for Series A  Preferred  Stock if (I) at any time full
distributions  shall not have been timely  made on any Series A  Preferred  Unit
with respect to six (6) prior  quarterly  distribution  periods,  whether or not
consecutive,  provided,  however,  that a  distribution  in  respect of Series A
Preferred Units shall be considered  timely made if made within two (2) Business
Days after the  applicable  Preferred Unit  Distribution  Payment Date if at the
time of such late payment  there shall not be any prior  quarterly  distribution
periods in respect of which full distributions were not timely made or (II) upon
receipt by a holder or holders of Series A  Preferred  Units of (a) notice  from
the General  Partner  that the General  Partner or a  Subsidiary  of the General
Partner has taken the position that the  Partnership  is, or upon the occurrence
of a defined  event in the  immediate  future  will be, a PTP and (b) an opinion
rendered by an outside nationally  recognized  independent counsel familiar with
such matters  addressed to a holder or holders of Series A Preferred Units, that
the  Partnership  is or likely is, or upon the  occurrence of a defined event in
the immediate future will be or likely will be, a PTP. In addition, the Series A
Preferred  Units may be exchanged for Series A Preferred  Stock,  in whole or in
part, at the option of any holder prior to the tenth anniversary of the issuance
date and  after  the  third  anniversary  thereof  if such  holder of a Series A
Preferred Units shall deliver to the General Partner either (i) a private ruling
letter  addressed to such holder of Series A Preferred  Units or (ii) an opinion
of independent counsel reasonably acceptable to the General Partner based on the
enactment of  temporary or final  Regulations  or the  publication  of a Revenue
Ruling,  in either case to the effect that an exchange of the Series A Preferred
Units at such  earlier  time would not cause the Series A Preferred  Units to be
considered  "stock and  securities"  within the meaning of Section 351(e) of the
Code for purposes of  determining  whether the holder of such Series A Preferred
Units is an "investment company" under Section 721(b) of the Code if an exchange
is permitted at such earlier date. Furthermore, the Series A Preferred Units may
be exchanged in whole or in part for Series A Preferred  Stock at any time after
the date hereof,  if both (x) the holder thereof  concludes  based on results or
projected results that there exists (in the reasonable  judgement of the holder)
an imminent and substantial  risk that the holder's  interest in the Partnership
does or will represent more than 19.5% of the total profits or capital interests
in  the  Partnership   (determined  in  accordance  with   Regulations   Section
1.731-2(e)(4))  for a taxable year,  and (y) the holder  delivers to the General
Partner an opinion of nationally  recognized  independent  counsel to the effect
that there is an imminent and substantial risk that the holder's interest in the
Partnership  does or will  represent  more than  19.5% of the total  profits  or
capital interests in the Partnership  (determined in accordance with Regulations
Section 1.731-2(e)(4)) for a taxable year.

     (B)  Notwithstanding   anything  to  the  contrary  set  forth  in  Section
4.5(g)(i)(A),  if an Exchange Notice has been delivered to the General  Partner,
then the  General  Partner  may,  at its  option,  elect to  redeem or cause the
Partnership  to redeem all or a portion of the  outstanding  Series A  Preferred
Units for cash in an  amount  equal to the  original  Capital  Contribution  per
Series A Preferred Unit and all accrued and unpaid distributions  thereon to the
date of  redemption.  The General  Partner may exercise its option to redeem the
Series A Preferred  Units for cash  pursuant  to this  Section  4.5(g)(i)(B)  by
giving each holder of record of Series A Preferred  Units notice of its election
to redeem for cash,  within five (5) Business Days after receipt of the Exchange
Notice,  by (i) fax, and (ii) registered  mail,  postage paid, at the address of
each holder as it may appear on the records of the  Partnership  stating (i) the
redemption  date,  which  shall be no later than sixty (60) days  following  the
receipt of the Exchange Notice,  (ii) the redemption  price,  (iii) the place or
places where the Series A Preferred  Units are to be surrendered  for payment of
the redemption  price,  (iv) that  distributions on the Series A Preferred Units
will cease to accrue on such redemption date; (v) that payment of the redemption
price will be made upon  presentation  and  surrender  of the Series A Preferred
Units and (vi) the aggregate  number of Series A Preferred Units to be redeemed,
and if fewer  than all of the  outstanding  Series A  Preferred  Units are to be
redeemed, the number of Series A Units to be redeemed held by such holder, which
number shall equal such holder's  pro-rata share (based on the percentage of the
aggregate  number of  outstanding  Series A Preferred  Units the total number of
Series A Preferred Units held by such holder represents) of the aggregate number
of Series A Preferred Units being redeemed.

     (C) Upon the occurrence of an event giving rise to exchange rights pursuant
to Section 4.5(g)(i)(A),  in the event an exchange of all or a portion of Series
Preferred A Preferred Units pursuant to Section  4.5(g)(i)(A)  would violate the
provisions on ownership limitation of the General Partner set forth in Article 5
of the Articles of Incorporation,  the General Partner shall give written notice
thereof to each  holder of record of Series A Preferred  Units,  within five (5)
Business Days  following  receipt of the Exchange  Notice,  by (i) fax, and (ii)
registered mail,  postage prepaid,  at the address of each such holder set forth
in the  records  of the  Partnership.  In such  event,  each  holder of Series A
Preferred  Units shall be entitled to  exchange,  pursuant to the  provision  of
Section  4.5(g)(ii) a number of Series A Preferred Units which would comply with
the provisions on the ownership  limitation of the General  Partner set forth in
such Article 5 of the Articles of Incorporation and any Series A Preferred Units
not so exchanged (the "Excess  Units") shall be redeemed by the  Partnership for
cash in an amount equal to the original  Capital  Contribution  per Excess Unit,
plus any accrued and unpaid distributions  thereon,  whether or not declared, to
the date of redemption.  The written  notice of the General  Partner shall state
(i) the number of Excess Units held by such holder, (ii) the redemption price of
the Excess  Units,  (iii) the date on which such Excess Units shall be redeemed,
which date shall be no later than sixty (60) days  following  the receipt of the
Exchange  Notice,  (iv) the place or places  where such  Excess  Units are to be
surrendered   for  payment  of  the  Series  A  Redemption   Price,   (iv)  that
distributions  on the Excess Units will cease to accrue on such redemption date,
and (v) that payment of the redemption price will be made upon  presentation and
surrender of such Excess Units.  In the event an exchange would result in Excess
Units,  as a condition  to such  exchange,  each holder of such units  agrees to
provide  representations  and  covenants  reasonably  requested  by the  General
Partner  relating to (i) the widely held nature of the interests in such holder,
sufficient to assure the General Partner that the holder's ownership of stock of
the General  Partner  (without  regard to the limits  described  above) will not
cause  any  individual  to own in  excess  of 9.8% of the  stock of the  General
Partner;  and (ii) to the extent  such  holder  can so  represent  and  covenant
without obtaining information from its owners, the holder's ownership of tenants
of the Partnership and its affiliates.

(D)                        The redemption of Series A Preferred  Units described
                           in Section  4.5(g)(i)(B)  and (C) shall be subject to
                           the provisions of Section  4.5(e)(ii)(A)  and Section
                           4.5(e)(iii)(B);  provided, however, that for purposes
                           hereof  the  term  "Series  A  Redemption  Price"  in
                           Section  4.5(e)(ii)(A)  and  Section   4.5(e)(iii)(B)
                           shall   be  read  to  mean   the   original   Capital
                           Contribution   per  Series  A  Preferred  Unit  being
                           redeemed plus all accrued and unpaid distributions to
                           the redemption date.

(ii)     Procedure for Exchange.


     (A) Any exchange  shall be exercised  pursuant to a notice of exchange (the
"Exchange  Notice")  delivered  to the  General  Partner  by the  holder  who is
exercising  such exchange  right,  by (i) fax and (ii) by certified mail postage
prepaid.  Upon  request of the  General  Partner,  such  holder  delivering  the
Exchange Notice shall provide to the General Partner in writing such information
as the General Partner may reasonably  request to determine  whether any portion
of the  exchange by the  delivering  holder will result in the  violation of the
restrictions  of  Article 5 of the  Articles  of  Incorporation,  including  the
Ownership Limit and the Related Tenant Limit. The exchange of Series A Preferred
Units,  or a specified  portion  thereof,  may be effected after the fifth (5th)
Business Days following  receipt by the General  Partner of the Exchange  Notice
and such requested information by delivering certificates,  if any, representing
such Series A Preferred  Units to be exchanged  together  with,  if  applicable,
written  notice of exchange and a proper  assignment  of such Series A Preferred
Units  to the  office  of the  General  Partner  maintained  for  such  purpose.
Currently,  such office is 121 West  Forsyth  Street,  Suite 200,  Jacksonville,
Florida  32202.  Each exchange will be deemed to have been effected  immediately
prior to the close of  business  on the date on which  such  Series A  Preferred
Units to be exchanged (together with all required documentation) shall have been
surrendered  and  notice  shall have been  received  by the  General  Partner as
aforesaid  and the Exchange  Price shall have been paid.  Any Series A Preferred
Stock issued  pursuant to this Section 4.5(g) shall be delivered as shares which
are duly  authorized,  validly  issued,  fully paid and  nonassessable,  free of
pledge,  lien,  encumbrance  or  restriction  other than those  provided  in the
Articles of Incorporation, the Bylaws of the General Partner, the Securities Act
and relevant state securities or blue sky laws.

     (B) In the event of an exchange  of Series A Preferred  Units for shares of
Series  A  Preferred   Stock,   an  amount  equal  to  the  accrued  and  unpaid
distributions  which are not paid pursuant to Section 4.5(c)(i) hereof,  whether
or not  declared,  to the  date of  exchange  on any  Series A  Preferred  Units
tendered  for  exchange  shall (i) accrue and be payable by the General  Partner
from and after the date of  exchange  on the  shares of the  Series A  Preferred
Stock into which such Series A Preferred Units are exchanged,  and (ii) continue
to accrue on such  Series A Preferred  Units,  which  shall  remain  outstanding
following such exchange, with the General Partner as the holder of such Series A
Preferred Units.  Notwithstanding  anything to the contrary set forth herein, in
no event shall a holder of a Series A Preferred Unit that was validly  exchanged
into Series A Preferred  Stock  pursuant to this section (other than the General
Partner now holding such Series A Preferred Unit), receive a distribution out of
Available Cash or Capital  Transaction  Proceeds of the Partnership with respect
to any Series A Preferred Units so exchanged.

(C)                        Fractional shares of Series A Preferred Stock are not
                           to be issued upon exchange but, in lieu thereof,  the
                           General Partner will pay a cash adjustment based upon
                           the fair market value of the Series A Preferred Stock
                           on the day prior to the exchange  date as  determined
                           in  good  faith  by the  Board  of  Directors  of the
                           General Partner.

(iii)    Adjustment of Exchange Price.

(A)                        The  Exchange  Price is  subject to  adjustment  upon
                           certain   events,    including,   (i)   subdivisions,
                           combinations  and  reclassification  of the  Series A
                           Preferred  Stock,  and  (ii)   distributions  to  all
                           holders of Series A Preferred  Stock of  evidences of
                           indebtedness   of  the  General   Partner  or  assets
                           (including  securities,  but excluding  dividends and
                           distributions  paid in cash out of equity  applicable
                           to Series A Preferred Stock).

     (B) In  case  the  General  Partner  shall  be a party  to any  transaction
(including,  without  limitation,  a  merger,  consolidation,   statutory  share
exchange,  tender offer for all or  substantially  all of the General  Partner's
capital  stock  or sale of all or  substantially  all of the  General  Partner's
assets),  in each case as a result of which the Series A Preferred Stock will be
converted into the right to receive shares of capital stock, other securities or
other  property  (including  cash or any  combination  thereof),  each  Series A
Preferred  Unit will  thereafter  be  exchangeable  into the kind and  amount of
shares of capital stock and other securities and property receivable  (including
cash or any combination  thereof) upon the consummation of such transaction by a
holder of that number of shares of Series A Preferred Stock or fraction  thereof
into which one Series A Preferred  Unit was  exchangeable  immediately  prior to
such  transaction.  The  General  Partner  may not  become  a party  to any such
transaction unless the terms thereof are consistent with the foregoing.

(h) No Conversion  Rights. The holders of the Series A Preferred Units shall not
have any rights to convert  such shares into shares of any other class or series
of stock or into any other securities of, or interest in, the Partnership.

     (i) No  Sinking  Fund.  No  sinking  fund  shall  be  established  for  the
retirement or redemption of Series A Preferred Units.

Article 5
                                  Distributions

Section 5.1       Requirement and Characterization of Distributions.
                  -------------------------------------------------

(a) Subject to Section 5.1(c), the General Partner shall distribute quarterly an
amount equal to 100% of Available Cash generated by the Partnership  during such
quarter to the  Partners who are  Partners on the  Partnership  Record Date with
respect to such quarter as follows:

(i)               First,  one hundred  percent  (100%) to the  Original  Limited
                  Partners,  pro rata  based on the number of  Original  Limited
                  Partnership  Units held by each such Partner on the applicable
                  Partnership  Record  Date,  until each has  received an amount
                  equal to the Priority  Distribution Amount for the quarter for
                  each such Unit;

(ii)              Next,  if  any  Original  Limited  Partners  have  a  positive
                  Cumulative Unpaid Accrued Return Account,  one hundred percent
                  (100%) to such Original  Limited  Partners,  pro rata based on
                  the relative amounts of their Cumulative Unpaid Accrued Return
                  Accounts,  until each such  Cumulative  Unpaid  Accrued Return
                  Account reaches zero;

(iii)             Next,  if  any  Original  Limited  Partners  have  a  positive
                  Cumulative Unpaid Priority  Distribution  Account, one hundred
                  percent  (100%) to such Original  Limited  Partners,  pro rata
                  based  on the  relative  amounts  of their  Cumulative  Unpaid
                  Priority  Distribution  Accounts,  until each such  Cumulative
                  Unpaid Priority Distribution Account reaches zero;

(iv)              Next, one hundred  percent  (100%) to the  Additional  Limited
                  Partners,  pro rata  based on the  relative  amounts  of their
                  Priority  Distribution  Amounts,  until each has  received  an
                  amount  equal  to the  Priority  Distribution  Amount  for the
                  quarter for each Unit held by such Additional  Limited Partner
                  on the applicable Partnership Record Date;

(v)               Next,  if any  Additional  Limited  Partners  have a  positive
                  Cumulative Unpaid Accrued Return Account,  one hundred percent
                  (100%) to such Additional Limited Partners,  pro rata based on
                  the relative amounts of their Cumulative Unpaid Accrued Return
                  Accounts,  until each such  Cumulative  Unpaid  Accrued Return
                  Account reaches zero;

(vi)              Next,  if any  Additional  Limited  Partners  have a  positive
                  Cumulative Unpaid Priority  Distribution  Account, one hundred
                  percent (100%) to such Additional  Limited Partners,  pro rata
                  based  on the  relative  amounts  of their  Cumulative  Unpaid
                  Priority  Distribution  Accounts,  until each such  Cumulative
                  Unpaid Priority Distribution Account reaches zero; and

(vii)             Thereafter,  to the General  Partner and any other  holders of
                  Class B Units, pro rata in accordance with the relative number
                  of Class B Units held by each.

(b) Subject to Section  5.1(c),  the General  Partner shall  distribute  Capital
Transaction  Proceeds received by the Partnership  within 30 days after the date
of such Capital  Transaction,  provided  that the General  Partner has given the
Limited  Partners  20  days'  prior  written  notice  of the  date  for any such
distribution (the "Capital Transaction Record Date"), as follows:

(i)               First,  if any  Original  Limited  Partners  have  a  positive
                  Cumulative Unpaid Accrued Return Account,  one hundred percent
                  (100%) to such Original  Limited  Partners,  pro rata based on
                  the relative amounts of their Cumulative Unpaid Accrued Return
                  Accounts,  until each such  Cumulative  Unpaid  Accrued Return
                  Account reaches zero;

(ii)              Next,  if  any  Original  Limited  Partners  have  a  positive
                  Cumulative Unpaid Priority  Distribution  Account, one hundred
                  percent  (100%) to such Original  Limited  Partners,  pro rata
                  based  on the  relative  amounts  of their  Cumulative  Unpaid
                  Priority  Distribution  Accounts,  until each such  Cumulative
                  Unpaid Priority Distribution Account reaches zero;

(iii)             Next,  if any  Additional  Limited  Partners  have a  positive
                  Cumulative Unpaid Accrued Return Account,  one hundred percent
                  (100%) to such Additional Limited Partners,  pro rata based on
                  the relative amounts of their Cumulative Unpaid Accrued Return
                  Accounts,  until each such  Cumulative  Unpaid  Accrued Return
                  Account reaches zero;

(iv)              Next,  if any  Additional  Limited  Partners  have a  positive
                  Cumulative Unpaid Priority  Distribution  Account, one hundred
                  percent (100%) to such Additional  Limited Partners,  pro rata
                  based  on the  relative  amounts  of their  Cumulative  Unpaid
                  Priority  Distribution  Accounts,  until each such  Cumulative
                  Unpaid Priority Distribution Account reaches zero; and

(v)               Thereafter,  to the General  Partner and any other  holders of
                  Class B Units, pro rata in accordance with the relative number
                  of Class B Units held by each.

(c)  Anything  herein to the  contrary  notwithstanding,  no  Available  Cash or
Capital  Transaction  Proceeds shall be distributed  pursuant to Section 5.1(a),
Section 5.1(b) or any other provision of this Article 5 unless all distributions
accumulated  on all Series A Preferred  Units  pursuant to Section 4.5 have been
paid in full and unless all  distributions  accumulated on any other outstanding
Preferred Units have been paid in full.

Section 5.2 Amounts  Withheld.  All amounts withheld pursuant to the Code or any
provisions  of any state or local tax law and Section 5.3 hereof with respect to
any allocation,  payment or distribution to the General Partner,  or any Limited
Partners  or  Assignees  shall  be  promptly  paid,  solely  out of funds of the
Partnership  (except as otherwise provided in Section 5.3 in connection with the
exercise by a Limited Partner of a Redemption  Right), by the General Partner to
the  appropriate  taxing  authority  and treated as amounts  distributed  to the
General  Partner or such Limited  Partners or Assignees  pursuant to Section 5.1
for all purposes under this Agreement.

Section 5.3 Withholding.  Each Limited Partner hereby authorizes the Partnership
to withhold from or pay on behalf of or with respect to such Limited Partner any
amount of federal,  state,  local,  or foreign  taxes that the  General  Partner
determines  that the  Partnership is required to withhold or pay with respect to
any amount  distributable  or allocable to such Limited Partner pursuant to this
Agreement  or with  respect  to the  exercise  by such  Limited  Partner  of the
Redemption  Rights  set  forth  in  Section  8.6 or in any  separate  agreement,
including,  without limitation, any taxes required to be withheld or paid by the
Partnership  pursuant  to Sections  1441,  1442,  1445,  or 1446 of the Code and
Section 48-7-129 of the Official Code of Georgia  Annotated.  Any amount paid on
behalf of or with respect to a Limited  Partner  shall  constitute a loan by the
Partnership to such Limited Partner,  which loan shall be repaid by such Limited
Partner  within 15 days after notice from the General  Partner that such payment
must  be  made  unless  (i)  the  Partnership  withholds  such  payment  from  a
distribution  which would  otherwise be made to the Limited  Partner or (ii) the
General  Partner  determines,  in its sole and  absolute  discretion,  that such
payment may be satisfied out of the  available  funds of the  Partnership  which
would, but for such payment, be distributed to the Limited Partner.  Any amounts
withheld  pursuant  to the  foregoing  clauses  (i) or (ii)  shall be treated as
having been  distributed  to such  Limited  Partner and shall be promptly  paid,
solely  out  of  funds  of  the  Partnership,  by  the  General  Partner  to the
appropriate taxing authority.  Each Limited Partner hereby  unconditionally  and
irrevocably  grants to the  Partnership  a  security  interest  in such  Limited
Partner's Partnership Interest as to secure such Limited Partner's obligation to
pay to the Partnership any amounts  required to be paid pursuant to this Section
5.3  (together   with   attorney's   fees  and  other  costs  in  enforcing  the
Partnership's  rights  against  the  collateral).  In the  event  that a Limited
Partner or Redeeming  Partner  fails to pay any amounts owed to the  Partnership
pursuant to this Section 5.3 when due, the General  Partner may, in its sole and
absolute  discretion,  elect to make the  payment  on behalf of such  defaulting
Partner,  and in such event  shall be deemed to have  loaned such amount to such
defaulting  Partner  and  shall  succeed  to  all  rights  and  remedies  of the
Partnership as against such defaulting Partner  (including,  without limitation,
in the case of a default by other than a Redeeming  Partner the right to receive
distributions from the Partnership). Any amounts payable by a Limited Partner or
a Redeeming  Partner  hereunder  shall bear interest at the Prime Rate, plus two
percentage  points (but not higher than the maximum  lawful  rate) from the date
such  amount is due (i.e.,  15 days after  demand)  until such amount is paid in
full. In the event that the  Partnership  or the General  Partner is required to
withhold tax with  respect to the exercise by a Limited  Partner of a Redemption
Right,   the  Limited  Partner   exercising  the  Redemption  Right  shall  make
arrangements with the Partnership or the General Partner, as the case may be, to
provide  the  funds  to  the  Partnership   necessary  to  effect  the  required
withholding. In the event that, pursuant to applicable laws and regulations, the
General  Partner  may  withhold  a reduced  amount  pending a  determination  by
applicable taxing authorities as to whether any additional  withholding tax must
subsequently  be deposited,  the General Partner shall have the right to require
the Redeeming  Partner to pledge a first priority security interest in a portion
of the Redemption Amount as collateral for the Redeeming Partner's obligation to
provide the funds necessary to effect any subsequent  required holding (together
with  attorney's  fees and other costs in  enforcing  the  Partnership's  rights
against the  collateral),  in an amount in the case of a Share  Amount  equal to
Shares  having a Value on the date of the  pledge  equal to 125% of the  maximum
possible  subsequent  required  withholding  (or  100% of the  maximum  possible
subsequent required  withholding if the Redemption Amount is paid in the form of
the Cash Amount) (the  "Withholding  Collateral").  The General Partner shall be
entitled to retain  possession of the  Withholding  Collateral  until either the
Redeeming  Partner provides funds to the General Partner  sufficient to make any
subsequent  required  withholding  deposit  or the  General  Partner  receives a
determination from the applicable  authorities that no subsequent withholding is
required.  All  dividends,  distributions,  interest  or  other  income  on  the
Withholding  Collateral  while subject to the pledge  hereunder shall be paid to
the Redeeming  Partner  pledging the Withholding  Collateral.  If the applicable
authorities  advise that  subsequent  withholding  is required and the Redeeming
Partner does not deliver the necessary  funds to the General  Partner  within 20
days after  receipt of the  General  Partner's  request  therefor,  the  General
Partner shall be entitled to exercise all rights and remedies of a secured party
under the Uniform  Commercial Code with respect to the  Withholding  Collateral.
Each Limited  Partner and each Redeeming  Partner shall take such actions as the
Partnership or the General  Partner shall request in order to perfect or enforce
the security interest created hereunder.

Section 5.4 Distributions Upon Liquidation.  Notwithstanding  anything contained
in Section 5.1 to the contrary, proceeds from a Liquidating Transaction shall be
distributed to the Partners in accordance with Section 13.2.

Article 6
                                   Allocations

Section 6.1  Allocations of Net Income and Net Loss. For purposes of maintaining
the  Capital  Accounts  and in  determining  the  rights of the  Partners  among
themselves,  the  Partnership's Net Income and Net Loss shall be allocated among
the  Partners  for each  taxable  year (or portion  thereof) as provided  herein
below.

     (a) Net Income. After giving effect to the special allocations set forth in
Section 6.2 below, Net Income shall be allocated as follows:

(i)               First, one hundred percent (100%) to the General Partner in an
                  amount equal to the excess,  if any, of (A) the cumulative Net
                  Losses  allocated to the General  Partner  pursuant to Section
                  6.1(b)(ix)  and the last  sentence  of Section  6.1(b) for all
                  prior  fiscal  years,  over  (B)  the  cumulative  Net  Income
                  allocated  pursuant to this  Section  6.1(a)(i)  for all prior
                  fiscal years;

(ii)              Second,  one hundred  percent (100%) to the Series A Preferred
                  Partners in an amount equal to the excess,  if any, of (A) the
                  cumulative  Net Losses  allocated  to the  Series A  Preferred
                  Partners pursuant to Section 6.1(b)(viii) for all prior fiscal
                  years,  over (B) the cumulative Net Income allocated  pursuant
                  to this Section  6.1(a)(ii),  including any amounts  allocated
                  pursuant to Section  6.2(g)  which were  attributable  to this
                  Section 6.1(a)(ii), for all prior fiscal years;

(iii)             Third,  one hundred  percent  (100%) to the  Original  Limited
                  Partners in an amount equal to the excess,  if any, of (A) the
                  cumulative Net Losses  allocated to such Partners  pursuant to
                  Section  6.1(b)(iv)  for all prior fiscal years,  over (B) the
                  cumulative  Net  Income  allocated  pursuant  to this  Section
                  6.1(a)(iii) for all prior fiscal years,  which amount shall be
                  allocated  among such Partners in the same  proportions and in
                  the reverse order as the Net Losses were allocated pursuant to
                  Section 6.1(b)(iv);

(iv)              Fourth,  one hundred  percent  (100%) to the Original  Limited
                  Partners in an amount equal to the excess,  if any, of (A) the
                  cumulative Net Losses  allocated to such Partners  pursuant to
                  Section  6.1(b)(iii) for all prior fiscal years,  over (B) the
                  cumulative  Net  Income  allocated  pursuant  to this  Section
                  6.1(a)(iv)  for all prior fiscal years,  which amount shall be
                  allocated  among such Partners in the same  proportions and in
                  the reverse order as the Net Losses were allocated pursuant to
                  Section 6.1(b)(iii);

(v)               Fifth,  one hundred  percent  (100%) to the Series A Preferred
                  Partners  until  the  Series A  Preferred  Partners  have been
                  allocated  an amount  equal to the  excess  of the  cumulative
                  Series A Priority  Return  through the last day of the current
                  fiscal year (determined  without  reduction for  distributions
                  made to date in satisfaction  thereof) over the cumulative Net
                  Income allocated to the Series A Preferred  Partners  pursuant
                  to this Section  6.1(a)(v),  including  any amounts  allocated
                  pursuant to Section  6.2(g)  which were  attributable  to this
                  Section 6.1(a)(v), for all prior periods;

     (vi) Sixth,  one hundred  percent (100%) to the Original  Limited  Partners
until the cumulative  allocations of Net Income to each Original Limited Partner
under this Section  6.1(a)(vi)  for the current and all prior fiscal years equal
the cumulative  distributions  paid to the Original  Limited Partner pursuant to
Section 5.1(a)(i) and Section  13.2(a)(iv),  provided,  however,  in the case of
Original Limited Partners other than Class Z Branch Partners,  no allocations of
Net Income shall be made under this Section  6.1(a)(vi) to such Limited Partners
with  respect  to  distributions   made  under  Section  5.1(a)(i)  and  Section
13.2(a)(iv) after the Third Amendment Date;

     (vii) Seventh,  one hundred percent (100%) to the Original Limited Partners
until the cumulative  allocations of Net Income to each Original Limited Partner
under this Section  6.1(a)(vii) for the current and all prior fiscal years equal
the sum of the cumulative  amounts credited to such Partner's  Cumulative Unpaid
Priority  Distribution  Account and Cumulative Unpaid Accrued Return Account for
the  current  and all prior  fiscal  years,  provided,  however,  in the case of
Original Limited Partners other than Class Z Branch Partners,  no allocations of
Net Income shall be made under this Section  6.1(a)(vii) with respect to amounts
credited to such Partners' Cumulative Unpaid Priority  Distribution Accounts and
Cumulative Unpaid Accrued Return Accounts after the Third Amendment Date; and

(viii)            Eighth,  one hundred percent (100%) to the Additional  Limited
                  Partners in an amount equal to the excess,  if any, of (A) the
                  cumulative  Net Losses  allocated  to the  Additional  Limited
                  Partners pursuant to Section  6.1(b)(vii) for all prior fiscal
                  years,  over (B) the cumulative Net Income allocated  pursuant
                  to this Section 6.1(a)(viii) for all prior fiscal years, which
                  amount  shall  be  allocated  among  the  Additional   Limited
                  Partners in the same  proportions  and in the reverse order as
                  the Net Losses were allocated pursuant to Section 6.1(b)(vii);

(ix)              Ninth,  one hundred  percent (100%) to the Additional  Limited
                  Partners in an amount equal to the excess,  if any, of (A) the
                  cumulative  Net Losses  allocated  to the  Additional  Limited
                  Partners  pursuant to Section  6.1(b)(vi) for all prior fiscal
                  years,  over (B) the cumulative Net Income allocated  pursuant
                  to this Section  6.1(a)(ix) for all prior fiscal years,  which
                  amount  shall be  allocated  among such  Partners  in the same
                  proportions  and in the  reverse  order as the Net Losses were
                  allocated pursuant to Section 6.1(b)(vi);

     (x) Tenth,  one hundred percent (100%) to the Additional  Limited  Partners
until  the  cumulative  allocations  of Net  Income to each  Additional  Limited
Partner under this Section  6.1(a)(x) for the current and all prior fiscal years
equal the  cumulative  distributions  paid to the  Additional  Limited  Partners
pursuant to Section 5.1(a)(iv) and Section 13.2(a)(v), provided, however, in the
case of Additional  Limited  Partners  other than Class Z Midland  Partners,  no
allocations  of Net Income  shall be made under this  Section  6.1(a)(x) to such
Limited Partners with respect to distributions made under Section 5.1(a)(iv) and
Section 13.2(a)(v) after the Third Amendment Date;

     (xi) Eleven,  one hundred percent (100%) to the Additional Limited Partners
until  the  cumulative  allocations  of Net  Income to each  Additional  Limited
Partner under this Section 6.1(a)(xi) for the current and all prior fiscal years
equal  the  sum of  (A)  the  cumulative  amounts  credited  to  such  Partner's
Cumulative  Unpaid Priority  Distribution  Account and Cumulative Unpaid Accrued
Return Account for the current and all prior fiscal years and (B) the cumulative
Net Losses  allocated  to the  Additional  Limited  Partner  pursuant to Section
6.1(b)(v)  for  all  prior  fiscal  years,  provided,  however,  in the  case of
Additional  Limited Partners other than Class Z Midland Partners,  no allocation
of Net Income  shall be made  under  this  Section  6.1(a)(xi)  with  respect to
amounts  credited to such  Partners'  Cumulative  Unpaid  Priority  Distribution
Accounts and Cumulative Unpaid Accrued Return Accounts after the Third Amendment
Date; and

(xii)             Thereafter,  to the Original and Additional  Limited  Partners
                  other  than  Class  Z  Branch  Partners  or  Class  Z  Midland
                  Partners,  to the General  Partner and to any other holders of
                  Class B  Units,  pro  rata in  accordance  with  the  relative
                  amounts of  Available  Cash and Capital  Transaction  Proceeds
                  distributed to each of them during the taxable year.

     (b) Net Losses. After giving effect to the special allocations set forth in
Section 6.2 below, Net Losses shall be allocated as follows:

(i)               First,   one  hundred  percent  (100%)  to  the  Original  and
                  Additional Limited Partners other than Class Z Branch Partners
                  or Class Z Midland Partners, to the General Partner and to the
                  Class B Unit holders in an amount equal to the excess, if any,
                  of (A) the cumulative Net Income allocated pursuant to Section
                  6.1(a)(xii)  hereof  for all prior  fiscal  years in excess of
                  distributions  of Available Cash to such Partners for which no
                  corresponding  allocation  of Net  Income had been made (or is
                  required to be made)  under  Sections  6.1(a)(i)-(xi)  hereof,
                  over (B) the cumulative Net Losses allocated  pursuant to this
                  Section 6.1(b)(i) for all prior fiscal years;

(ii)              Second,  to the Original Limited Partners until the cumulative
                  allocations of Net Losses under this Section  6.1(b)(ii) equal
                  the  excess,  if any,  of the  cumulative  allocations  of Net
                  Income  under  Section  6.1(a)(vii)  to such  Partners for all
                  prior fiscal years over the cumulative  distributions  to such
                  Partners  under  Section  5.1(a)(ii)  and  (iii)  and  Section
                  5.1(b)(i)  and (ii) for the current and all prior fiscal years
                  (such  allocation  being made in proportion to such  Partners'
                  respective excess amounts);

(iii)             Third, to the Original Limited Partners with positive Adjusted
                  Capital Account balances  (determined,  solely for purposes of
                  this Section 6.1(b)(iii),  without regard to any obligation of
                  a Partner to restore a negative  Capital Account under Section
                  13.4), in proportion to such balances, until such balances are
                  reduced to zero;

(iv)              Fourth,  to the Original  Limited  Partners in  proportion  to
                  their relative Percentage Interests;  provided,  however, that
                  to the extent that an allocation under this Section 6.1(b)(iv)
                  would cause or increase an Adjusted  Capital  Account  Deficit
                  for such  Partner,  such Net Loss shall be  allocated to those
                  Original  Limited  Partners (in  proportion to their  relative
                  Percentage Interests) for whom such allocation would not cause
                  or increase an Adjusted Capital Account Deficit;

(v)               Fifth, to the Additional Limited Partners until the cumulative
                  allocations of Net Losses under this Section  6.1(b)(v)  equal
                  the  excess,  if any,  of the  cumulative  allocations  of Net
                  Income under Section 6.1(a)(xi) to such Partners for all prior
                  fiscal  years  over  the  cumulative   distributions  to  such
                  Partners   under  Section   5.1(a)(v)  and  (vi)  and  Section
                  5.1(b)(iii)  and (iv) for the  current  and all  prior  fiscal
                  years  (such  allocation  being  made  in  proportion  to such
                  Partners' respective excess amounts);

(vi)              Sixth,  to  the  Additional  Limited  Partners  with  positive
                  Adjusted Capital  Accounts  balances  (determined,  solely for
                  purposes of this  Section  6.1(b)(vi),  without  regard to any
                  obligation of a Partner to restore a negative  Capital Account
                  under Section  13.4),  in proportion to such  balances,  until
                  such balances are reduced to zero;

(vii)             Seventh,  to the Additional  Limited Partners in proportion to
                  their relative Percentage Interests;  provided,  however, that
                  to  the  extent  that  an   allocation   under  this   Section
                  6.1(b)(vii)  would  cause  or  increase  an  Adjusted  Capital
                  Account  Deficit  for such  Partner,  such  Net Loss  shall be
                  allocated to those Additional  Limited Partners (in proportion
                  to  their  relative   Percentage   Interests)  for  whom  such
                  allocation  would not cause or increase  an  Adjusted  Capital
                  Account Deficit;

(viii)            Eighth,  to  the  Series  A  Preferred  Partners  until  their
                  Adjusted  Capital  Account  balance  (determined,  solely  for
                  purposes of this Section  6.1(b)(viii),  without regard to any
                  obligation of a Partner to restore a negative  Capital Account
                  under Section 13.4), has been reduced to zero; and

(ix) Any  remaining  Net Loss shall be allocated to the General  Partner and any
other holders of Class B Units.

Notwithstanding the foregoing,  Net Losses shall not be allocated to any Limited
Partner pursuant to this Section 6.1(b) to the extent that such allocation would
cause such Limited  Partner to have an Adjusted  Capital  Account Deficit at the
end of such taxable year (or increase  any  existing  Adjusted  Capital  Account
Deficit). All Net Losses in excess of the limitations set forth in the preceding
sentence of this Section 6.1(b) shall be allocated to the General Partner.

(c)  Nonrecourse  Liabilities.   The  Partners  agree  that  excess  Nonrecourse
Liabilities of the Partnership  (within the meaning of Section  1.752-3(a)(3) of
the  Regulations)  will be allocated  among the Partners for purposes of Section
752 of the Code in accordance with their respective Percentage Interests.

(d) Gains.  Any gain  allocated to the Partners  upon the sale or other  taxable
disposition of any Partnership asset shall to the extent possible,  after taking
into account other  required  allocations of gain pursuant to Section 6.2 below,
be  characterized  as Recapture  Income in the same  proportions and to the same
extent  as  such  Partners  have  been  allocated  any  deductions  directly  or
indirectly giving rise to the treatment of such gains as Recapture Income.

     Section 6.2 Special Allocation Rules.  Notwithstanding  any other provision
of this  Agreement,  the  following  special  allocations  shall  be made in the
following order:

(a) Minimum Gain Chargeback.  Notwithstanding any other provisions of Article 6,
if there is a net decrease in  Partnership  Minimum Gain during any  Partnership
Year, each Partner shall be specially  allocated items of Partnership income and
gain for such year (and, if necessary,  subsequent  years) in an amount equal to
such  Partner's  share of the net  decrease  in  Partnership  Minimum  Gain,  as
determined under Regulations  Section  1.704-2(g).  Allocations  pursuant to the
previous sentence shall be made in proportion to the respective amounts required
to be allocated to each Partner pursuant  thereto.  The items to be so allocated
shall be determined in accordance with Regulations Section  1.704-2(f)(6).  This
Section  6.2(a)  is  intended  to  comply  with  the  minimum  gain   chargeback
requirements in Regulations  Section 1.704-2(f) and for purposes of this Section
6.2(a) only, each Partner's Adjusted Capital Account Deficit shall be determined
prior to any other  allocations  pursuant to Section 6.1 of the  Agreement  with
respect  to such  fiscal  year and  without  regard to any  decrease  in Partner
Minimum Gain during such Partnership Year.

(b) Partner  Minimum Gain  Chargeback.  Notwithstanding  any other  provision of
Article 6 (except Section 6.2(a) hereof),  if there is a net decrease in Partner
Minimum Gain  attributable to a Partner  Nonrecourse Debt during any Partnership
Year, each Partner who has a share of the Partner  Minimum Gain  attributable to
such Partner Nonrecourse Debt, determined in accordance with Regulations Section
1.704-2(i)(5), shall be specially allocated items of Partnership income and gain
for such year (and, if necessary,  subsequent  years) in an amount equal to such
Partner's share of the net decrease in Partner Minimum Gain attributable to such
Partner  Nonrecourse  Debt,  determined in accordance with  Regulations  Section
1.704-2(i)(5).  Allocations  pursuant to the previous  sentence shall be made in
proportion to the  respective  amounts  required to be allocated to each Partner
pursuant thereto. The items to be so allocated shall be determined in accordance
with  Regulations  Section  1.704-2(i)(4).  This  Section  6.2(b) is intended to
comply with the  minimum  gain  chargeback  requirement  in such  Section of the
Regulations and shall be interpreted consistently therewith. Solely for purposes
of this Section 6.2(b), each Partner's Adjusted Capital Account Deficit shall be
determined  prior  to any  other  allocations  pursuant  to  Article  6 of  this
Agreement with respect to such Partnership Year, other than allocations pursuant
to Section 6.2(a) hereof.

(c) Qualified Income Offset. In the event any Partner unexpectedly  receives any
adjustments,  allocations or  distributions  described in  Regulations  Sections
1.704-1(b)(2)(ii)(d)(4),  1.704-1(b)(2)(ii)(d)(5),  or  1.704-1(b)(2)(ii)(d)(6),
and after giving effect to the  allocations  required  under Section  6.2(a) and
Section 6.2(b) hereof,  such Partner has an Adjusted  Capital  Account  Deficit,
items of  Partnership  income  and gain  shall be  specially  allocated  to such
Partner in an amount and manner sufficient to eliminate,  to the extent required
by the  Regulations,  its  Adjusted  Capital  Account  Deficit  created  by such
adjustments, allocations or distributions as quickly as possible.

     (d) Nonrecourse  Deductions.  Nonrecourse Deductions for any taxable period
shall  be  allocated  to  the  Partners  in  accordance  with  their  respective
Percentage Interests.

(e) Partner Nonrecourse  Deductions.  Any Partner Nonrecourse Deductions for any
Partnership  Year shall be  specially  allocated  to the  Partner  who bears the
economic risk of loss with respect to the Partner Nonrecourse Debt to which such
Partner  Nonrecourse  Deductions are attributable in accordance with Regulations
Section 1.704-2(i)(2).

(f) Code Section 754  Adjustments.  To the extent an  adjustment to the adjusted
tax basis of any  Partnership  asset pursuant to Section 734(b) or 743(b) of the
Code is required,  pursuant to Regulations Section  1.704-1(b)(2)(iv)(m),  to be
taken  into  account  in  determining  Capital  Accounts,  the  amount  of  such
adjustment to the Capital  Accounts  shall be treated as an item of gain (if the
adjustment  increases  the  basis  of the  asset)  or loss  (if  the  adjustment
decreases  such  basis),  and  such  item of gain or  loss  shall  be  specially
allocated to the Partners in a manner  consistent with the manner in which their
Capital  Accounts  are  required to be adjusted  pursuant to such Section of the
Regulations.

(g) Capital Account Adjustments. Notwithstanding anything herein to the contrary
other than the last sentence of Section  14.1(g),  any gain or loss arising from
an  adjustment  to the Gross Asset Value of any  Partnership  asset  pursuant to
clause (b) or (c) of the definition thereof shall be allocated (i) first, to the
Series A  Preferred  Partners,  but only to the extent that they would have been
allocated such gain pursuant to Section  6.1(a)(ii) or Section 6.1(a)(v) of this
Agreement or such loss pursuant to Section  6.1(b)(viii) of this  Agreement,  as
applicable,  if such gain or loss had been actually  realized;  and (ii) second,
and  subject  to  Section  6.2(h)  hereof,  one  hundred  percent  (100%) of the
remainder of such gain or loss to the General Partner and the Additional Limited
Partners  pro-rata in accordance with the relative number of Units held by each;
provided,  however,  that for this purpose, the General Partner shall be treated
as owning all of the outstanding  Original Limited Partnership Units in addition
to the actual  number of Units which the General  Partner  holds.  An Additional
Limited Partner, at the time of admission to the Partnership, may elect with the
consent of the General Partner to not receive special allocations of any gain or
loss resulting from such adjustments.

(h) Special Adjustments.  Notwithstanding  anything herein to the contrary,  the
following  adjustments  shall be made to the amount of income,  gain, losses and
deductions allocated under Section 6.1 and Section 6.2 of this Agreement and the
amounts distributed to the Partners under Section 13.2(a)(vi):

     (i) In the event that (A) a Liquidating Transaction shall occur and (B) the
Original and Additional  Limited Partners other than the Class Z Branch Partners
and  the  Class  Z  Midland   Partners   would,   after  giving  effect  to  all
contributions,  distributions  and allocations for all periods,  receive amounts
under Section  13.2(a)(vi) of this Agreement which are less than they would have
received had they not consented to the Third Amended Agreement, then the General
Partner  shall  (1) cause to be  distributed  to each of these  Partners  out of
amounts  otherwise  distributable  to the  General  Partner  pursuant to Section
13.2(a)(vi) amounts equal to such shortfall amount and (2) cause to be allocated
to each of  these  Partners  out of  income  (including  gross  income)  or gain
otherwise  allocable to the General Partner an amount of income (including gross
income) or gain equal to such deficit amount;

     (ii) In the event that (A) any gain or loss  arises from an  adjustment  to
the Gross Asset Value of any Partnership  asset pursuant to clause (b) or (c) of
the  definition  thereof  and (B) any such gain or loss  would,  but for Section
6.2(g),  have been  allocated  to the  Original  Limited  Partners  pursuant  to
Sections  6.1 and 6.2 hereof  (other than  Section  6.2(g)) if such gain or loss
were included in the definition of Net Profits and Net Losses, then (1) any gain
or loss which would have been so  allocated  shall be  allocated to the Original
Limited Partners to the fullest extent possible out of gains or losses otherwise
allocable to the General Partner  pursuant to Section  6.2(g),  or to the extent
the gains or losses otherwise  allocable to the General Partner are insufficient
to permit such an allocation,  out of the first items of income,  gain,  loss or
deduction  thereafter allocable to the General Partner and (2) in the event that
a Liquidating Transaction shall occur at a time when gain or loss is required to
be  allocated  to  the  Original  Limited  Partners  pursuant  to  this  Section
6.2(h)(ii),  but  which  allocation  has not  been  made  as of the  time of the
liquidating  distribution,  the General  Partner  shall,  (x) in the case of net
unallocated  gain,  distribute to the Original  Limited  Partners out of amounts
otherwise  distributable to the General Partner amounts equal to the amounts the
Original Limited  Partners would have received under Section  13.2(a)(vi) if the
net  unallocated  gain had been  allocated  thereunder or (y) in the case of net
unallocated  loss,  distribute to the General  Partner out of amounts  otherwise
distributable  to the Original Limited Partners amounts equal to the amounts the
General  Partner  would  have  received  under  Section  13.2(a)(vi)  if the net
unallocated loss had been allocated thereunder; and

     (iii) In the event that (A) a Liquidating  Transaction  shall occur and (B)
an Original  Limited  Partner would,  after giving effect to all  contributions,
distributions  and  allocations  for all periods,  receive amounts under Section
13.2(a)(vi) of this  Agreement  which are less than they would have received had
the  order  of  subsections  6.1(b)(ii),  (iii)  and  (iv) on the one  hand  and
subsections 6.1(b)(v),  (vi) and (vii) on the other hand been reversed effective
as of the date of the Second Amended  Agreement,  then the General Partner shall
(1)  cause  to be  distributed  to  these  Partners  out  of  amounts  otherwise
distributable to the General Partner under Section  13.2(a)(vi) amounts equal to
such  deficit  amount and (2) cause to be  allocated  to these  Partners  out of
income  (including  gross  income) or gain  otherwise  allocable  to the General
Partner  an amount of income  (including  gross  income)  or gain  equal to such
deficit amount.

Section 6.3       Allocations for Tax Purposes.
                  ----------------------------

(a)  General.  Except as  otherwise  provided in this  Section  6.3, for federal
income tax purposes,  each item of income,  gain,  loss and  deduction  shall be
allocated  among the  Partners  in the same  manner as its  correlative  item of
"book" income,  gain, loss or deduction is allocated pursuant to Section 6.1 and
Section 6.2 of this Agreement.

(b)      Other Allocation Rules.
-------------------------------

(i)               For purposes of determining Net Income,  Net Losses,  or other
                  items allocable to any period, Net Income, Net Losses, and any
                  such other items shall be determined on a daily,  monthly,  or
                  other basis,  as determined  by the General  Partner using any
                  permissible  method  under  Section  706 of the  Code  and the
                  Regulations thereunder.

(ii)              In  accordance  with Code Section  704(c) and the  Regulations
                  thereunder,  income,  gain, loss and deduction with respect to
                  any  property  contributed  to the capital of the  Partnership
                  shall,  solely  for  tax  purposes,  be  allocated  among  the
                  Partners so as to take  account of any  variation  between the
                  adjusted basis of such property to the Partnership for federal
                  income tax purposes and its initial Gross Asset Value.

     (iii) To the extent that the fair market value of a property contributed to
the Partnership by Branch Properties,  L.P. differed from its adjusted tax basis
at the time it was  originally  contributed  to  Branch  Properties,  L.P.  (the
"Original Book-Tax Disparity"), the allocation of tax items with respect to such
contributed  property  shall take into account any remaining  Original  Book-Tax
Disparity  at the time such  property is  contributed  to the  Partnership  in a
manner  consistent with the principles of Section 704(c) of the Code,  using the
"traditional  method" under Section  1.704-3(b) of the Regulations,  so that the
Limited Partners who originally  contributed such property to Branch Properties,
L.P.  (or their  successors-in-interest)  bear the tax  burden (or  benefit,  if
applicable) of the remaining Original Book-Tax Disparity.

     (iv) In the  event  the  Gross  Asset  Value  of any  Partnership  asset is
adjusted,  subsequent  allocations of income,  gain,  loss, and deductions  with
respect to such asset shall take account of any  variation  between the adjusted
basis of such asset for federal income tax purposes and its Gross Asset Value in
the same manner as under Code Section 704(c) and the Regulations thereunder. Any
elections or other decisions  relating to Code Section 704(c)  allocations shall
be made by the General Partner; provided, however, that the "traditional method"
of making Section 704(c) allocations without curative  allocations  described in
Section  1.704-3(b) of the Regulations  shall be used.  Allocations  pursuant to
Sections  6.3(b)(ii),  (iii) and (iv) hereof are solely for purposes of federal,
state, and local taxes and shall not affect, or in any way be taken into account
in computing,  any Partner's Capital Account or share of Net Income, Net Losses,
other items, or distributions pursuant to any provision of this Agreement.
Article 7
                      Management And Operations Of Business

Section 7.1       Management.
                  ----------

(a) Powers of General Partner.  Except as otherwise  expressly  provided in this
Agreement,   all  management  powers  over  the  business  and  affairs  of  the
Partnership  are  exclusively  vested in the  General  Partner,  and no  Limited
Partner shall have any right to participate in or exercise control or management
power over the business and affairs of the Partnership. Notwithstanding anything
to the contrary in this Agreement, the General Partner may not be removed by the
Limited  Partners  with or  without  cause.  In  addition  to the  powers now or
hereafter  granted a general partner of a limited  partnership  under applicable
law or which are granted to the General  Partner  under any other  provision  of
this  Agreement,  the General  Partner shall have full power and authority to do
all things  deemed  necessary  or desirable by it to conduct the business of the
Partnership,  to  exercise  all powers  set forth in  Section  3.2 hereof and to
effectuate  the  purposes  set forth in Section 3.1 hereof,  including,  without
limitation:

     (i) the  making of any  expenditures,  the  lending or  borrowing  of money
(including,  without  limitation,  borrowing  money to permit the Partnership to
make  distributions  to its Partners in such amounts as will permit  Regency (so
long as  Regency  desires  to  qualify  as a REIT) to avoid the  payment  of any
federal  income tax  (including,  for this  purpose,  any excise tax pursuant to
Section  4981  of  the  Code)  and to  make  distributions  to its  shareholders
sufficient  to permit  Regency to  maintain  REIT  status),  the  assumption  or
guarantee of, or other contracting for, indebtedness and other liabilities,  the
issuance  of  evidences  of  indebtedness  (including  the  securing  of same by
mortgage,  deed of trust  or  other  lien or  encumbrance  on the  Partnership's
assets),  the incurring of any obligations it deems necessary for the conduct of
the activities of the Partnership,  and the repayment (including  prepayment) of
such indebtedness, liabilities and obligations;

(ii)              the making of tax,  regulatory and other filings, or rendering
                  of periodic or other reports to governmental or other agencies
                  having  jurisdiction  over  the  business  or  assets  of  the
                  Partnership;

     (iii)  the  acquisition,   disposition,   conveyance,   mortgage,   pledge,
encumbrance,  hypothecation  or exchange of all or any assets of the Partnership
or the  merger or other  combination  of the  Partnership  with or into  another
entity  (provided that such merger or other  combination  does not result in the
Partnership recognizing taxable gain or loss for federal income tax purposes) on
such terms as the General  Partner  deems proper  (subject to Section 7.6 in the
case of  transactions  between the  Partnership  and the General  Partner or any
Affiliate),  and no approval of the Limited  Partners  shall be required for the
exercise of such powers,  which powers shall include,  without  limitation,  the
power to pledge any or all of the assets of the  Partnership to secure a loan or
other  financing to the General  Partner (the proceeds of which are not required
to be contributed or loaned to the Partnership),  provided, however, that to the
extent that any payment of debt service or closing  costs on any such  mortgage,
pledge,  encumbrance  or  hypothecation  shall result in the  Partnership  being
unable to pay the maximum  amount payable with respect to any  distributions  to
the Limited  Partners  pursuant to Section  5.1,  then  Regency  shall cause the
General Partner to make such additional  Capital  Contributions as are necessary
to enable the  Partnership to pay the maximum amount payable with respect to any
distributions to the Limited Partners pursuant to Section 5.1 (provided that the
General  Partner  shall  have no  obligation  to make  such  additional  Capital
Contributions  in an amount  exceeding  the amount of debt  service  and closing
costs  paid),  and  provided,  further,  that  the  General  Partner  shall  use
reasonable  efforts to effect all dispositions of the Partnership's  assets that
were  contributed by the Limited Partners in accordance with Section 1031 of the
Code  although,  except as provided in Section  7.1(c)  hereof,  it shall not be
required to do so;

     (iv) subject to the  provisions of Section  7.1(h)  hereof,  the use of the
assets of the Partnership (including,  without limitation, cash on hand) for any
purpose  consistent  with the terms of this  Agreement  and on any terms it sees
fit,  including,  without  limitation,  the  financing  of  the  conduct  of the
operations of the General Partner,  the Partnership or any of the  Partnership's
Subsidiaries, the lending of funds to other Persons (including Regency or any of
the  Partnership's  Subsidiaries)  and  the  repayment  of  obligations  of  the
Partnership and its  Subsidiaries and any other Person in which it has an equity
investment  and the making of capital  contributions  to its  Subsidiaries,  the
holding of any real,  personal and mixed property of the Partnership in the name
of the  Partnership  or in the name of a nominee or trustee  (subject to Section
7.10), the creation, by grant or otherwise, of easements or servitudes,  and the
performance of any and all acts necessary or appropriate to the operation of the
Partnership  assets  including,  but not limited to,  applications for rezoning,
objections   to  rezoning,   constructing,   altering,   improving,   repairing,
renovating,  rehabilitating,  razing, demolishing or condemning any improvements
or property of the Partnership;

     (v)  the  negotiation,   execution,   and  performance  of  any  contracts,
conveyances or other  instruments  (including with Affiliates of the Partnership
to the extent provided in Section 7.6) that the General Partner considers useful
or  necessary   to  the  conduct  of  the   Partnership's   operations   or  the
implementation of the General Partner's powers under this Agreement,  including,
without limitation, the execution and delivery of a REIT management agreement on
behalf  of or in the  name  of the  Partnership  providing  for  the  day-to-day
management and operation of the Partnership and including,  without  limitation,
the  execution  and  delivery  of  leases  on  behalf  of or in the  name of the
Partnership  (including  the lease of  Partnership  property for any purpose and
without  limit as to the term  thereof,  whether  or not  such  term  (including
renewal terms) shall extend beyond the date of  termination  of the  Partnership
and  whether or not the portion so leased is to be occupied by the lessee or, in
turn, subleased in whole or in part to others);

(vi)              the opening and closing of bank  accounts,  the  investment of
                  Partnership  funds in securities,  certificates of deposit and
                  other instruments, and the distribution of Partnership cash or
                  other Partnership assets in accordance with this Agreement;

(vii)             the selection and dismissal of employees of the Partnership or
                  the General Partner (including, without limitation,  employees
                  having   titles  such  as   "president,"   "vice   president,"
                  "secretary" and "treasurer"), and the engagement and dismissal
                  of  agents,   outside   attorneys,   accountants,   engineers,
                  appraisers,  consultants,  contractors and other professionals
                  on behalf of the General  Partner or the  Partnership  and the
                  determination  of  their   compensation  and  other  terms  of
                  employment or hiring;

     (viii) the maintenance of such insurance for the benefit of the Partnership
and the Partners as it deems necessary or appropriate;

(ix)              subject to the  provisions  of Section 4.2 and Section  7.1(h)
                  hereof,  the formation of, or  acquisition  of an interest in,
                  and the  contribution  of property  to any further  limited or
                  general  partnerships,  joint ventures or other  relationships
                  that it deems desirable  (including,  without limitation,  the
                  acquisition of interests in, and the  contribution of property
                  to, its  Subsidiaries  and any other Person in which it has an
                  equity  investment  from  time to time)  (provided  that  such
                  transaction  does not  result in the  Partnership  recognizing
                  taxable gain or loss for federal income tax purposes);

(x)               the   control  of  any  matters   affecting   the  rights  and
                  obligations  of the  Partnership,  including  the  conduct  of
                  litigation   and  the  incurring  of  legal  expense  and  the
                  settlement  of claims and  litigation,  the  submission of any
                  matter to arbitration,  and the  indemnification of any Person
                  against  liabilities and contingencies to the extent permitted
                  by law;

(xi)              subject  to the  provisions  of  Section  7.1(h)  hereof,  the
                  undertaking of any action in connection with the Partnership's
                  direct or indirect investment in its Subsidiaries or any other
                  Person  (including,  without  limitation,  the contribution or
                  loan of funds by the  Partnership  to such Persons)  (provided
                  that  such   action   does  not  result  in  the   Partnership
                  recognizing  taxable  gain  or loss  for  federal  income  tax
                  purposes);

     (xii) the distribution in kind of the Briarcliff  Village property pursuant
to Section 13.2(c);

(xiii)            the  determination of the fair market value of any Partnership
                  property  distributed in kind using such reasonable  method of
                  valuation as it may adopt; and

     (xiv) the execution,  acknowledgment  and delivery of any and all documents
and instruments to effectuate any or all of the foregoing.

(b) No Approval Required for Above Powers.  Subject to any other restriction set
forth in this  Agreement,  each of the Limited  Partners agrees that the General
Partner is  authorized  to execute,  deliver  and  perform  the  above-mentioned
agreements and  transactions  on behalf of the  Partnership  without any further
act,  approval or vote of the Partners,  notwithstanding  any other provision of
this Agreement  (except where Limited Partner Consent,  Original Limited Partner
Consent or the consent of the Series A Preferred  Partners or of any other class
or series of Partnership Interests is expressly required herein), the Act or any
applicable  law, rule or regulation.  The execution,  delivery or performance by
the General Partner or the Partnership of any agreement  authorized or permitted
under this Agreement shall not constitute a breach by the General Partner of any
duty that the General Partner may owe the Partnership or the Limited Partners or
any other Persons  under this  Agreement or of any duty stated or implied by law
or equity.

(c) Approval of Sale of Briarcliff  Village.  Except pursuant to the dissolution
and  liquidation of the  Partnership in accordance  with Article 13 hereof,  the
property  commonly  known  as  Briarcliff   Village  (the  "Briarcliff   Village
Property")  shall not be sold by the  Partnership  or the General  Partner on or
before  December 19, 2005 (other than in a transaction in which the  Partnership
recognizes  no taxable  gain or loss for federal  income  purposes)  without the
approval of a  Majority-in-Interest  of the  Original  Briarcliff  Partners  (as
defined  below)  who  continue,  as of  such  time,  to  hold  Original  Limited
Partnership  Units  attributable to the  contribution of the Briarcliff  Village
Property to Branch  Properties,  L.P. and Branch  Properties,  L.P.'s subsequent
contribution  of  the  Briarcliff  Village  Property  to  the  Partnership  (the
"Original Briarcliff Partners").  Such approval right of the Original Briarcliff
Partners is personal to the Original  Briarcliff  Partners  and shall  terminate
upon  the  death  of an  Original  Briarcliff  Partner  or a  sale,  assignment,
conveyance, or other transfer by an Original Briarcliff Partner, with respect to
that Partner's Original Limited  Partnership Units, and shall not be exercisable
by any successor,  transferee or assignee of an Original  Briarcliff Partner. In
the event of a like-kind  exchange  involving the Briarcliff Village Property by
the  Partnership,  then such  approval  right for the  benefit  of the  Original
Briarcliff  Partners  will  continue  to be  enforceable  after  such  like-kind
exchange,  but shall relate to the property  (whether  real,  personal or mixed,
tangible or intangible)  acquired by the Partnership in such like-kind exchange.
Nothing  herein shall be deemed to require that the  Partnership  or the General
Partner take any action to avoid or prevent an involuntary disposition of all or
part of said Briarcliff  Village pursuant to a condemnation  proceeding or other
taking.  For  purposes  of  this  Section  7.1(c),  Majority-In-Interest  of the
Original  Briarcliff  Partners shall mean the Original  Briarcliff  Partners who
hold,  in the  aggregate,  more  than  fifty  percent  (50%)  of the  Percentage
Interests then allocable to and held by all of the Original  Briarcliff Partners
with respect to the Original Limited  Partnership Units received by the Original
Briarcliff  Partners as a result of the  contribution of the Briarcliff  Village
Property to Branch  Properties,  L.P. and Branch  Properties,  L.P.'s subsequent
contribution  of  the  Briarcliff  Village  Property  to  the  Partnership.  The
Partnership  shall not engage in any  merger,  consolidation  or other  business
combination  with or into another Person unless the Partnership has entered into
an agreement with such Person in which such Person  expressly agrees to be bound
by the provisions of this Section 7.1(c).

(d) Insurance.  At all times from and after the date hereof, the General Partner
may cause the Partnership to obtain and maintain  casualty,  liability and other
insurance on the properties of the Partnership  and liability  insurance for the
Indemnitees hereunder.

(e)  Working  Capital and Other  Reserves.  At all times from and after the date
hereof,  the General Partner may cause the Partnership to establish and maintain
working capital reserves in such amounts as the General Partner, in its sole and
absolute discretion,  deems appropriate and reasonable from time to time subject
to the provisions of Section 7.1(h) hereof.

(f) No Obligation to Consider Tax  Consequences to Limited  Partners.  Except as
provided  in Section  7.1(c) and  Section  13.2(c)  with  respect to  Briarcliff
Village,  except as provided in Section  7.1(g) with  respect to the sale of the
Management  Business,  and except for the obligation of the General  Partner set
forth  in  Section   7.1(a)(iii)  to  use  reasonable   efforts  to  effect  all
dispositions of the  Partnership's  assets that were  contributed by the Limited
Partners in  accordance  with Section 1031 of the Code,  (i) in  exercising  its
authority under this  Agreement,  the General Partner may, but shall be under no
obligation  to,  take into  account the tax  consequences  to any Partner of any
action taken by it, and (ii) the General Partner and the  Partnership  shall not
have liability to a Limited  Partner under any  circumstances  as a result of an
income tax liability  incurred by such Limited  Partner as a result of an action
(or  inaction)  by the  General  Partner  pursuant to its  authority  under this
Agreement.

(g) Approval of Sale of Management Business.  Notwithstanding anything contained
herein to the contrary,  the Third Party Management  Business (as defined in the
Contribution   Agreement)   contributed  by  Branch  Properties,   L.P.  to  the
Partnership  as  part  of its  initial  Capital  Contribution  (the  "Management
Business")  shall not be sold by the  Partnership  on or before the tenth (10th)
anniversary  of the First  Closing  (other  than in a  transaction  in which the
Partnership recognizes no taxable gain or loss for federal income tax purposes);
provided,  however,  that the  Partnership  shall be permitted to undertake  the
following  transactions:  (i)  contribution  of  the  Management  Business  to a
corporation  (the "New Management  Company") in which the Partnership  owns five
percent (5%) of the issued and  outstanding  voting common stock and 100% of the
issued  and  outstanding  non-voting  preferred  stock and in which The  Regency
Group, Inc., a Florida corporation, owns ninety-five percent (95%) of the issued
and  outstanding  voting  common stock and in which no other shares of stock are
issued and outstanding  following the  contribution;  (ii) a distribution by the
Partnership  of part or all of the stock of the New  Management  Company  to the
General Partner on or after the fifth (5th) anniversary of the First Closing; or
(iii) a sale of part or all of the  stock of the New  Management  Company  if no
Original  Limited  Partners  hold Units which they  received on the date of this
Agreement or any  Additional  Units  received by them  subsequent to the date of
this Agreement,  or with the unanimous  written consent of the Original  Limited
Partners then holding such Units).

(h) Distributions.  Notwithstanding  anything contained in this Agreement to the
contrary, the General Partner,  acting as a fiduciary,  shall use its reasonable
best  efforts  and act in good faith to  operate  the  Partnership's  assets and
manage the Partnership's business, including its indebtedness,  so as to produce
sufficient  Available  Cash  and  Capital  Transaction  Proceeds  to fund to the
Limited  Partners the Priority  Distribution  Amount on a current  basis and any
balance in the Cumulative  Unpaid Accrued Return Accounts and Cumulative  Unpaid
Priority  Distribution  Accounts of the Limited Partners pursuant to Section 5.1
hereof.

Nothing in Section  7.1(h)  shall  require  the  General  Partner to  contribute
additional capital to the Partnership.

Section 7.2 Certificate of Limited  Partnership.  To the extent that such action
is  determined  by  the  General  Partner  to be  reasonable  and  necessary  or
appropriate,  the General Partner shall file  amendments to and  restatements of
the  Certificate  and do all the things to maintain the Partnership as a limited
partnership  (or a  partnership  in which  the  limited  partners  have  limited
liability)  under the laws of the State of Delaware and each other  jurisdiction
in which the  Partnership  may elect to do business or own property.  Subject to
the  terms of  Section  8.5(a)(iv)  hereof,  the  General  Partner  shall not be
required,  before or after filing,  to deliver or mail a copy of the Certificate
or any amendment  thereto to any Limited Partner.  The General Partner shall use
all reasonable efforts to cause to be filed such other certificates or documents
as  may  be  reasonable  and  necessary  or   appropriate   for  the  formation,
continuation,  qualification  and  operation  of a  limited  partnership  (or  a
partnership in which the Limited  Partners have limited  liability) in the State
of Delaware and any other  jurisdiction in which the Partnership may elect to do
business or own property.

     Section 7.3 Restriction on General Partner's Authority. Without the consent
of all the Limited Partners, the General Partner may not:

     (a) Take any action that would make it  impossible to carry on the ordinary
business of the Partnership, except as otherwise provided in this Agreement;

(b)      Possess Partnership property for other than a Partnership purpose;

     (c)  Admit a Person as a  Partner,  except as  otherwise  provided  in this
Agreement; or

     (d) Perform any act that would subject a Limited  Partner to liability as a
general partner.

Section 7.4       Responsibility for Expenses.
                  ---------------------------

(a) No  Compensation.  Except as provided in this  Section 7.4 and  elsewhere in
this  Agreement  (including  the provisions of Article 5 and Article 6 regarding
distributions,  payments,  and  allocations  to which it may be  entitled),  the
General  Partner shall not be compensated for its services as general partner of
the Partnership.

(b) Responsibility for Ownership and Operation  Expenses.  The Partnership shall
be  responsible  for and shall pay all  expenses  relating to the  Partnership's
ownership  of its  assets,  and the  operation  of, or for the  benefit  of, the
Partnership,  and the General Partner shall be reimbursed on a monthly basis, or
such other basis as the General  Partner may  determine in its sole and absolute
discretion,  for all expenses it incurs relating to the Partnership's  ownership
of its assets and the  operation  of, or for the  benefit  of, the  Partnership;
provided,  that the  amount of any such  reimbursement  shall be  reduced by any
interest  earned by the General  Partner with respect to bank  accounts or other
instruments  held by it as permitted in Section 7.10 and not  contributed to the
Partnership.  Such  reimbursements  shall be in addition to any reimbursement to
the  General   Partner   pursuant  to  Section   10.3(c)  and  as  a  result  of
indemnification  pursuant to Section 7.7. The General Partner shall determine in
good faith the amount of expenses  incurred by it relating to the  operation of,
or that inure to the  benefit  of, the  Partnership.  In the event that  certain
expenses  are  incurred  for the benefit of the  Partnership  and other  Persons
(including  the  General  Partner),  such  expenses  will  be  allocated  to the
Partnership and such other Persons in such a manner as the General Partner deems
fair and reasonable, subject to the provisions of Section 7.1(h) hereof.

     (c) Responsibility for  Organizational  Expenses.  The Partnership shall be
responsible for and shall pay all expenses incurred relating to the organization
of the Partnership.

(d)  Partnership  Interest  Issuance  Expenses.  The  General  Partner  shall be
reimbursed  for all expenses it incurs  relating to any  issuance of  additional
Partnership  Interests  pursuant to Section  4.2 or Section  4.5 hereof,  all of
which shall be expenses of the Partnership.

Section 7.5 Outside Activities of the General Partner. Nothing contained in this
Agreement  shall  prevent or  prohibit  the  General  Partner  or any  employee,
officer,  director,  agent, shareholder or Affiliate of the General Partner from
entering into,  engaging in or conducting any other activity or performing for a
fee any service  including  (without  limiting the  generality of the foregoing)
engaging in any  business  dealing  with real  property of any type or location,
including,  without  limitation,  property of a type similar to those properties
owned by the  Partnership,  its  Subsidiaries  or any other  Person in which the
Partnership has an equity investment;  acting as a director, officer or employee
of any  corporation,  as a trustee  of any  trust,  as a general  partner of any
partnership,  or as an administrative  official of any other business entity; or
receiving  compensation  for services to, or  participating  in profits  derived
from,  the  investments  of any such  corporation,  trust,  partnership or other
entity,  regardless  of whether such  activities  are  competitive,  directly or
indirectly,  with the  Partnership.  Nothing  herein  shall  require the General
Partner or any employee,  agent,  shareholder or Affiliate  thereof to offer any
interest in such activities or any particular  opportunity to the Partnership or
any Partner, and neither the Partnership nor any Partner shall have any right by
virtue of this Agreement or the partnership  relationship  established hereby in
or to such other activities or to the income or proceeds derived therefrom.  The
pursuit  of such  activities,  even if  competitive  with  the  business  of the
Partnership (including, without limitation, causing tenants to transfer from one
of the Partnership's properties to other properties in which the General Partner
has  an  interest,   directly  or  indirectly,   without   compensation  to  the
Partnership,  or taking other actions for the benefit of the General  Partner or
Affiliates  of the General  Partner that are  detrimental  to the  Partnership),
shall not be deemed wrongful or improper.

Section 7.6       Contracts with Affiliates.
                  -------------------------

(a)  General.  The  General  Partner  or any of its  Affiliates  may enter  into
transactions  or agreements with the  Partnership,  including  transactions  and
agreements  (i) to sell,  transfer or convey any  property  to, or purchase  any
property  from,  the  Partnership,  directly  or  indirectly,  or  (ii)  for the
provision of services to the  Partnership,  provided that such  transactions  or
agreements,   including   transactions  and  agreements  with  Security  Capital
Investment Research,  Inc. or any of its Affiliates,  are on terms that are fair
and reasonable and no less favorable to the  Partnership  than would be obtained
from an unaffiliated third party in connection therewith.  In entering into such
transactions with Affiliates the General Partner shall not allocate expenses and
similar   items   disproportionately   between  the  General   Partner  and  the
Partnership.

(b) Employee  Benefit Plans. The General Partner may propose and adopt on behalf
of the  Partnership  employee  benefit plans funded by the  Partnership  for the
benefit of employees of the General Partner,  the  Partnership,  Subsidiaries of
the  Partnership  or any  Affiliate  of any  of  them  in  respect  of  services
performed,  directly  or  indirectly,  for the benefit of the  Partnership,  the
General  Partner,  or any  of the  Partnership's  Subsidiaries,  subject  to the
provisions of Section 7.1(h) hereof.

(c) Conflict Avoidance  Agreements.  The General Partner is expressly authorized
to enter into,  in the name and on behalf of the  Partnership,  a right of first
opportunity  arrangement  and other conflict  avoidance  agreements with various
Affiliates  of the  Partnership  and the General  Partner,  on such terms as the
General  Partner  believes are  advisable,  subject to the provisions of Section
7.6(a) and Section 7.1(h) hereof.

Section 7.7       Indemnification.
                  ---------------

(a) General.  The Partnership shall indemnify an Indemnitee from and against any
and all  losses,  claims,  damages,  liabilities,  joint  or  several,  expenses
(including legal fees and expenses),  judgments,  fines, settlements,  and other
amounts arising from any and all claims, demands, actions, suits or proceedings,
civil, criminal,  administrative or investigative, that relate to the operations
of the Partnership as set forth in this Agreement in which any Indemnitee may be
involved, or is threatened to be involved, as a party or otherwise, unless it is
established  that: (i) the act or omission of the Indemnitee was material to the
matter  giving rise to the  proceeding  and  constituted  willful  misconduct or
fraud;  (ii) the Indemnitee  actually  received an improper  personal benefit in
money,  property or services;  or (iii) in the case of any criminal  proceeding,
the  Indemnitee  had  reasonable  cause to believe  that the act or omission was
unlawful.  The  termination of any  proceeding by judgment,  order or settlement
does not create a  presumption  that the  Indemnitee  did not meet the requisite
standard of conduct set forth in this Section  7.7(a).  The  termination  of any
proceeding by conviction or upon a plea of nolo contendere or its equivalent, or
an entry of an order of  probation  prior  to  judgment,  creates  a  rebuttable
presumption  that the Indemnitee acted in a manner contrary to that specified in
this Section 7.7(a). Any  indemnification  pursuant to this Section 7.7 shall be
made only out of the assets of the Partnership.

(b) Advancement of Expenses.  Reasonable  expenses incurred by an Indemnitee who
is,  or is  threatened  to be  made,  a  party  to a  proceeding  may be paid or
reimbursed  by the  Partnership  in  advance  of the  final  disposition  of the
proceeding upon receipt by the  Partnership of (i) a written  affirmation by the
Indemnitee  of the  Indemnitee's  good faith belief that the standard of conduct
necessary for  indemnification  by the Partnership as authorized in this Section
7.7  has  been  met  and  (ii) a  written  undertaking  by or on  behalf  of the
Indemnitee to repay the amount if it shall  ultimately  be  determined  that the
standard of conduct has not been met.

(c) No Limitation of Rights.  The  indemnification  provided by this Section 7.7
shall be in addition  to any other  rights to which an  Indemnitee  or any other
Person  may be  entitled  under  any  agreement,  pursuant  to any  vote  of the
Partners,  as a  matter  of  law  or  otherwise,  and  shall  continue  as to an
Indemnitee who has ceased to serve in such capacity.

(d) Insurance. The Partnership may purchase and maintain insurance, on behalf of
the Indemnitees  and such other Persons as the General Partner shall  determine,
against  any  liability  that may be asserted  against or  expenses  that may be
incurred  by such  Person  in  connection  with  the  Partnership's  activities,
regardless  of whether the  Partnership  would have the power to indemnify  such
Person against such liability under the provisions of this Agreement.

     (e) No  Personal  Liability  for  Partners.  In no event may an  Indemnitee
subject  any  Partner to  personal  liability  by reason of the  indemnification
provisions set forth in this Agreement.

(f) Interested  Transactions.  An Indemnitee shall not be denied indemnification
in whole or in part  under  this  Section  7.7  because  the  Indemnitee  had an
interest in the transaction with respect to which the indemnification applies if
the transaction was otherwise permitted by the terms of this Agreement.

(g)  Benefit.  The  provisions  of this  Section  7.7 are for the benefit of the
Indemnitees,  their heirs, successors,  assigns and administrators and shall not
be deemed to create any rights for the benefit of any other Persons.

Section 7.8       Liability of the General Partner.
                  --------------------------------

(a)  General.  Notwithstanding  anything  to the  contrary  set  forth  in  this
Agreement,  the General Partner shall not be liable for monetary  damages to the
Partnership,  any Partners or any Assignees for losses  sustained or liabilities
incurred  as a result of errors in  judgment  or of any act or  omission  if the
General Partner acted in good faith.

(b) No  Obligation  to  Consider  Interests  of Limited  Partners.  The  Limited
Partners  expressly  acknowledge that the General Partner is acting on behalf of
the Partnership,  the General Partner and Regency's  shareholders  collectively,
that except as provided in Section 7.1(e) with respect to the  establishment and
maintenance of working  capital  reserves,  except as provided in Section 7.1(f)
with  respect to tax  consequences,  except as provided  in Section  7.1(h) with
respect to the  generation  of funds for  distributions  and except as expressly
provided  otherwise  in  Section  7.1(a)(iv),  Section  7.1(a)(ix)  and  Section
7.1(a)(xi)  with  respect  to the powers of the  General  Partner,  the  General
Partner is under no obligation to consider the separate interests of the Limited
Partners  (including,  without  limitation,  the  tax  consequences  to  Limited
Partners or Assignees except as expressly  provided  otherwise in Section 7.1(f)
and Section  7.1(h)) in deciding  whether to cause the  Partnership  to take (or
decline to take) any actions  which the General  Partner has  undertaken in good
faith on behalf of the  Partnership,  and that the General  Partner shall not be
liable for  monetary  damages for losses  sustained,  liabilities  incurred,  or
benefits  not derived by Limited  Partners in  connection  with such  decisions,
provided that the General Partner has acted in good faith and in accordance with
the  provisions of this  Agreement.  For purposes  hereof,  a Person acting in a
manner which furthers  compliance by Regency with the REIT  requirements  of the
Code, shall be deemed to satisfy the standards of conduct hereunder. The Limited
Partners  further  expressly  acknowledge that Regency is obligated to cause the
Partnership  to take (or  decline  to take)  certain  actions in order to assist
Security  Capital and its  Affiliates  in avoiding  classification  as a passive
foreign  investment company within the meaning of Section 1296 of the Code. Such
obligation is set forth on Schedule 7.8(b).

(c) Acts of Agents. Subject to its obligations and duties as General Partner set
forth in Section  7.1(a)  hereof,  the General  Partner may  exercise any of the
powers  granted to it by this  Agreement  and perform any of the duties  imposed
upon it  hereunder  either  directly or by or through  its  agents.  The General
Partner shall not be responsible for any misconduct or negligence on the part of
any such agent appointed by it in good faith.

(d) Effect of Amendment.  Any amendment,  modification or repeal of this Section
7.8 or any provision  hereof shall be prospective  only and shall not in any way
affect the limitations on the General Partner's liability to the Partnership and
the Limited  Partners under this Section 7.8 as in effect  immediately  prior to
such  amendment,  modification  or repeal with respect to claims arising from or
relating to matters  occurring,  in whole or in part,  prior to such  amendment,
modification or repeal, regardless of when such claims may arise or be asserted.

Section 7.9       Other Matters Concerning the General Partner.
                  --------------------------------------------

(a) Reliance on Documents.  The General  Partner may rely and shall be protected
in acting or refraining from acting upon any resolution, certificate, statement,
instrument,  opinion, report, notice, request,  consent, order, bond, debenture,
or other paper or document  believed by it to be genuine and to have been signed
or presented by the proper party or parties.

(b) Reliance on Consultants  and Advisers.  The General Partner may consult with
legal  counsel,  accountants,  appraisers,  management  consultants,  investment
bankers and other  consultants and advisers selected by it, and any act taken or
omitted to be taken in reliance upon and in accordance  with the opinion of such
Persons as to matters  which such  General  Partner  reasonably  believes  to be
within such Person's  professional  or expert  competence  shall be conclusively
presumed to have been done or omitted in good faith and in accordance  with such
opinion.

(c) Action Through  Officers and Attorneys.  The General  Partner shall have the
right, in respect of any of its powers or obligations hereunder,  to act through
any  of  its  duly  authorized   officers  and  a  duly  appointed  attorney  or
attorneys-in-fact.  Each such  attorney  shall,  to the extent  provided  by the
General  Partner in the power of attorney,  have full power and  authority to do
and perform all and every act and duty which is permitted or required to be done
by the General Partner hereunder.

(d) Actions to Maintain  REIT Status or Avoid  Taxation of the General  Partner.
Notwithstanding any other provisions of this Agreement or the Act, any action of
the General  Partner on behalf of the Partnership or any decision of the General
Partner to refrain from acting on behalf of the  Partnership,  undertaken in the
good faith  belief that such action or omission is  necessary  or  advisable  in
order (i) to protect  the ability of Regency to continue to qualify as a REIT or
(ii) to avoid  Regency  incurring any taxes under Section 857 or Section 4981 of
the Code, is expressly authorized under this Agreement and is deemed approved by
all of the Limited Partners.

(e) Sales of Assets. In the event that Regency or any of its Affiliates in which
it owns,  directly or indirectly,  an interest  disposes of properties or assets
(other than those properties or assets owned by the Partnership) in transactions
or exchanges which Regency  reasonably  believes create capital gains to Regency
and a resulting distribution or dividend to Regency's shareholders,  the General
Partner shall provide the Original  Limited Partners with at least 20 days prior
written notice of the record date for any distribution of the proceeds  thereof,
together with  relevant  information  concerning  such  dividend,  including the
amount, to enable the Original Limited Partners to exercise the Redemption Right
prior to said record date.

Section 7.10 Title to Partnership Assets.  Title to Partnership assets,  whether
real,  personal or mixed and whether tangible or intangible,  shall be deemed to
be owned by the  Partnership  as an  entity,  and no  Partner,  individually  or
collectively,  shall have any ownership  interest in such Partnership  assets or
any portion thereof.  Title to any or all of the Partnership  assets may be held
in the name of the Partnership,  the General Partner or one or more nominees, as
the General Partner may determine,  including Affiliates of the General Partner.
The General Partner hereby declares and warrants that any Partnership assets for
which legal  title is held in the name of the General  Partner or any nominee or
Affiliate of the General  Partner  shall be held by the General  Partner for the
use and benefit of the  Partnership  in accordance  with the  provisions of this
Agreement;  provided,  however,  that the  General  Partner  shall  use its best
efforts to cause  beneficial and record title to such assets to be vested in the
Partnership as soon as reasonably  practicable.  All Partnership assets shall be
recorded  as  the  property  of  the  Partnership  in  its  books  and  records,
irrespective  of the name in which  legal  title to such  Partnership  assets is
held.

Section 7.11 Reliance by Third Parties. Notwithstanding anything to the contrary
in this Agreement,  any Person dealing with the Partnership shall be entitled to
assume that the General  Partner has full power and authority to encumber,  sell
or otherwise use in any manner any and all assets of the Partnership (including,
without  limitation,  in  connection  with any pledge of  Partnership  assets to
secure a loan or other  financing to the General  Partner as provided by Section
7.1(a)(iii)) and to enter into any contracts on behalf of the  Partnership,  and
such Person shall be entitled to deal with the General Partner as if it were the
Partnership's  sole party in  interest,  both  legally  and  beneficially.  Each
Limited  Partner  hereby waives any and all defenses or other remedies which may
be available  against such Person to contest,  negate or disaffirm any action of
the General Partner in connection  with any such dealing.  In no event shall any
Person dealing with the General Partner or its  representatives  be obligated to
ascertain that the terms of this Agreement have been complied with or to inquire
into the necessity or expedience of any act or action of the General  Partner or
its  representatives.  Each and every certificate,  document or other instrument
executed  on  behalf  of  the   Partnership  by  the  General   Partner  or  its
representatives  shall be  conclusive  evidence in favor of any and every Person
relying thereon or claiming thereunder that (i) at the time of the execution and
delivery of such certificate, document or instrument, this Agreement was in full
force and effect,  (ii) the Person  executing and delivering  such  certificate,
document or  instrument  was duly  authorized  and empowered to do so for and on
behalf of the Partnership and (iii) such certificate, document or instrument was
duly executed and delivered in accordance  with the terms and provisions of this
Agreement and is binding upon the Partnership.

Article 8
                   Rights And Obligations Of Limited Partners

Section  8.1  Limitation  of  Liability.  The  Limited  Partners  shall  have no
liability  under this  Agreement  except as  expressly  provided  in Section 5.3
hereof, or under the Act.

Section 8.2 Management of Business.  No Limited  Partner or Assignee (other than
the General Partner, any of its Affiliates or any officer,  director,  employee,
partner,  agent or trustee of the General  Partner,  the  Partnership  or any of
their  Affiliates,  in their capacity as such) shall take part in the operation,
management  or control  (within  the  meaning  of the Act) of the  Partnership's
business,  transact any business in the Partnership's  name or have the power to
sign documents for or otherwise  bind the  Partnership.  The  transaction of any
such  business by the General  Partner,  any of its  Affiliates  or any officer,
director,  employee,  partner,  agent or trustee  of the  General  Partner,  the
Partnership or any of their  Affiliates,  in their  capacity as such,  shall not
affect,  impair or eliminate  the  limitations  on the  liability of the Limited
Partners or Assignees under this Agreement.

Section 8.3 Outside  Activities of Limited  Partners.  Subject to any agreements
entered into by a Limited  Partner or its Affiliates  with the General  Partner,
the  Partnership  or a Subsidiary or an Affiliate of any of them,  the following
rights shall govern  outside  activities  of Limited  Partners:  (i) any Limited
Partner and any officer, director, employee, agent, trustee, Affiliate, partner,
beneficiary or shareholder of any such Limited  Partner shall be entitled to and
may have  business  interests  and engage in business  activities in addition to
those relating to the Partnership,  including  business interests and activities
in  direct  competition  with the  Partnership,  the  General  Partner  or their
Affiliates;  (ii) neither the Partnership nor any Partners shall have any rights
by virtue of this Agreement in any business ventures of any Partner or Assignee;
(iii) none of the  Partners nor any other Person shall have any rights by virtue
of this  Agreement or the  partnership  relationship  established  hereby in any
business ventures of any other Person,  and such Person shall have no obligation
pursuant to this  Agreement to offer any interest in any such business  ventures
to the  Partnership,  any  Partner  or any  such  other  Person,  even  if  such
opportunity  is of a character  which,  if  presented  to the  Partnership,  any
Partner or such other Person,  could be taken by such Person; (iv) the fact that
a Partner may encounter  opportunities to purchase,  otherwise  acquire,  lease,
sell or otherwise dispose of real or personal property and may take advantage of
such opportunities  himself or introduce such opportunities to entities in which
it has or has not any  interest,  shall not subject such Partner to liability to
the Partnership or any of the other Partners on account of the lost opportunity;
and (v) except as otherwise  specifically provided herein,  nothing contained in
this  Agreement  shall be deemed to  prohibit  a Partner or any  Affiliate  of a
Partner  from  dealing,   or  otherwise  engaging  in  business,   with  Persons
transacting business with the Partnership or from providing services relating to
the purchase, sale, rental, management or operation of real or personal property
(including real estate brokerage services) and receiving  compensation therefor,
from any Persons who have  transacted  business  with the  Partnership  or other
third parties.

Section 8.4 Priority Among  Partners.  Except to the extent  provided by Section
4.2,  Section 4.5,  Section  5.1(a),  Section 5.1(b),  Section  5.1(c),  Section
6.1(a),  Section 6.1(b),  Section 6.2 or Section 6.3 hereof (with respect to the
respective  priority  of the  Series A and any  other  Preferred  Units  and the
Original Limited Partnership Units and the subordination of the Class B Units to
the  Original  Limited  Partners  Units  and  Additional  Units),  or  except as
otherwise expressly provided in this Agreement,  no Partner (Limited or General)
or Assignee  shall have priority over any other Partner  (Limited or General) or
Assignee  either as to the return of  Capital  Contributions  or as to  profits,
losses or distributions.

Section 8.5       Rights of Limited Partners Relating to the Partnership.
                  ------------------------------------------------------

(a) Copies of Business  Records.  In addition to other  rights  provided by this
Agreement or by the Act, and except as limited by Section  8.5(c)  hereof,  each
Limited  Partner  shall be provided  the  following  without  demand,  except as
otherwise provided below, at the Partnership's expense:

(i)               promptly after becoming  available,  a copy of the most recent
                  annual,  quarterly  and current  reports and proxy  statements
                  filed with the Securities  and Exchange  Commission by Regency
                  pursuant to the Securities Exchange Act of 1934, if any;

     (ii)  promptly  after  becoming  available,  a copy  of  the  Partnership's
federal, state and local income tax returns for each Partnership Year;

(iii)             upon written  demand and for a purpose  reasonably  related to
                  such Limited  Partner's  interest as a Limited  Partner in the
                  Partnership,  a  current  list  of the  name  and  last  known
                  business, residence or mailing address of each Partner;

(iv)              a copy  of  this  Agreement  and  (upon  written  demand)  the
                  Certificate and all amendments hereto or (upon written demand)
                  to the  Certificate,  together  with  executed  copies  of all
                  powers of  attorney  pursuant  to which  this  Agreement,  the
                  Certificate  and all  amendments  hereto and thereto have been
                  executed; and

(v)               upon written demand,  true and full information  regarding the
                  amount of cash and a  description  and  statement of any other
                  property or  services  contributed  by each  Partner and which
                  each Partner has agreed to contribute  in the future,  and the
                  date on which each became a Partner.

(b) Notification of Changes in Unit Adjustment Factor. The General Partner shall
notify  each  Limited  Partner  (other  than  any  Partner  who  does not have a
Redemption  Right) in writing of any change made to the Unit  Adjustment  Factor
within 10 Business Days of the date such change becomes effective.

(c)  Confidential  Information.  Notwithstanding  any  other  provision  of this
Section  8.5,  the  General  Partner  may keep  confidential  from  the  Limited
Partners,  for such  period of time as the  General  Partner  determines  in its
discretion to be reasonable, any information (i) relating to the General Partner
or any of its  Affiliates  or the  conduct of their  business  that the  General
Partner  believes,  in  its  good  faith  judgment,   the  disclosure  of  which
information   would  adversely   affect  a  material   financing,   acquisition,
disposition of assets or securities or other comparable transaction to which the
General  Partner  or any of its  Affiliates  is a party,  (ii) that the  General
Partner  believes  to be in the  nature  of  trade  secrets  of  Regency  or its
Affiliates or (iii) that the Partnership,  Regency or any of their Affiliates is
required  by law or by  agreements  with  unaffiliated  third  parties  to  keep
confidential.  Nothing contained in this Section 8.5(c) shall permit the General
Partner to keep confidential from the Limited Partners any information  relating
to the Partnership or its business.

Section 8.6 Redemption of Units.  The Redemption  Rights of the Original Limited
Partners are set forth in this Section 8.6.  Any  Redemption  Rights  granted to
Additional  Limited  Partners shall be set forth in amendments to this Agreement
or in separate redemption agreements.

(a)  Exercise.  Subject to the  provisions  of this  Section  8.6,  the Original
Limited  Partners shall have the right (the  "Redemption  Right") to require the
Partnership to redeem any Unit held by such Original Limited Partner in exchange
for the  Redemption  Amount to be paid by the  Partnership.  A Redemption  Right
shall be exercised  pursuant to a Notice of Redemption  delivered to the General
Partner by the Original  Limited Partner who is exercising the Redemption  Right
(the  "Redeeming  Partner"),  which shall be irrevocable  except as set forth in
this Section  8.6(a).  The  redemption  shall occur on the Specified  Redemption
Date; provided,  however, a Specified Redemption Date shall not occur until such
later  date as may be  specified  pursuant  to any  agreement  with an  Original
Limited Partner. An Original Limited Partner may exercise a Redemption Right any
time  and any  number  of  times.  A  Redeeming  Partner  may not  exercise  the
Redemption  Right for less than 1,000 Units or, if such Redeeming  Partner holds
less than 1,000 Units, all of the Units held by such Redeeming  Partner.  If (i)
an Original  Limited  Partner  acquires  any Units after the First  Closing from
another  Original Limited Partner or holds or acquires any Shares otherwise than
pursuant to the exercise of a Redemption  Right  hereunder and (ii) the issuance
of a Share Amount  pursuant to the exercise of a Redemption  Right would violate
the  provisions of Section 5.2 of the Articles of  Incorporation  as a result of
the  ownership of such  additional  Units or Shares so acquired by such Original
Limited  Partner  (the  number  of  Shares  in  excess  of the  number of Shares
permitted  pursuant  to said  Section  5.2 is herein  referred to as the "Excess
Shares") and (iii) such  Original  Limited  Partner does not revoke or amend the
exercise of such Redemption  Right to comply with the provisions of said Section
5.2 of the Articles of  Incorporation  within five days after receipt of written
notice  from the  General  Partner  that the  redemption  would be in  violation
thereof,  then the Partnership shall pay to such Redeeming  Partner,  in lieu of
the Share  Amount or the Cash  Amount  attributable  to the Excess  Shares,  the
amount which would be payable to such Redeeming  Partner pursuant to Section 5.3
of the Articles of  Incorporation if such Excess Shares were issued in violation
of Section  5.2 of the  Articles of  Incorporation  and  Regency  exercised  the
remedies  pursuant to said  Section 5.3 of the  Articles of  Incorporation.  The
relevant  provisions of the Articles of Incorporation as presently in effect are
attached  hereto as Schedule  8.6(a).  This  Section  8.6(a)  shall in no way or
manner be construed as limiting the application of the Articles of Incorporation
or constitute any form of waiver or exemption thereunder.

(b)  Payment.  The  General  Partner  shall  have the right to elect to fund the
Redemption  Amount through the issuance of (i) the Share Amount or (ii) the Cash
Amount The Redeeming  Partner  shall have no right,  with respect to any Unit so
redeemed,  to  receive  any  distributions  paid by the  Partnership  after  the
Specified Redemption Date.

(c) Exceptions for Payment.  Notwithstanding  anything contained in this Section
8.6 to the contrary,  the following  provisions  shall apply with respect to the
payment of a Redemption Amount:

     (i) If the funding of the Share  Amount with  respect to the  exercise of a
Redemption Right would cause the issuance of the Shares in connection  therewith
to violate Article 5.14 of the Articles of  Incorporation  of Regency,  then the
Redeeming  Partner  shall not have the right to receive  the Share  Amount  with
respect to the issuance of any Shares  resulting  in such a  violation,  and the
balance of any  Redemption  Amount  relating to the exercise of such  Redemption
Right  shall be paid by a Cash  Amount.  A Non-U.S.  Person who (i) has signed a
Waiver and Consent  Agreement  in the form of Exhibit C attached  hereto for the
benefit of Regency  and  Security  Capital  (the  "Security  Capital  Waiver and
Consent")  and (ii) is  exercising a Redemption  Right (and will receive a Share
Amount) in compliance with the Security Capital Waiver and Consent,  will not be
in violation of the provisions of Article 5.14 of the Articles of  Incorporation
if (x) the aggregate number of Shares to be issued on such Specified  Redemption
Date to all Redeeming Partners who are Non-U.S. Persons is equal to or less than
(y) the  aggregate  number of Shares to be issued on such  Specified  Redemption
Date to all Redeeming Partners who are other than Non-U.S.  Persons (the maximum
number of  Shares  which may be issued  to  Redeeming  Partners  on a  Specified
Redemption  Date who are  Non-U.S.  Persons  in order to satisfy  the  foregoing
requirement is herein referred to as the "Matching Share Amount").  If more than
one Redeeming Partner who is a Non-U.S.  Person exercises a Redemption Right for
the same Specified  Redemption Date and if the aggregate Share Amount payable to
all such Redeeming  Partners would cause the issuance of Shares to such Non-U.S.
Persons to exceed the Matching Share Amount on such Specified  Redemption  Date,
then the Matching Share Amount shall be allocated among such Redeeming  Partners
who are Non-U.S.  Persons pro rata in proportion to the respective Share Amounts
otherwise  payable to such Redeeming  Partners,  and any balance of a Redemption
Amount payable to any such Redeeming  Partner on such Specified  Redemption Date
shall be paid by a Cash Amount.

(ii)              If the  issuance  of Shares for a Share  Amount to a Redeeming
                  Partner  would  be in  violation  of the  Securities  Act  and
                  applicable state  securities laws then such Redeeming  Partner
                  shall not have the right to receive the Share Amount,  and the
                  Redemption Amount shall be paid by the Cash Amount;  provided,
                  however,  the  issuance of Shares for a Share Amount shall not
                  violate the registration requirements of the Securities Act as
                  in effect on the date  hereof if such  Shares are issued to an
                  "accredited investor" as defined in the Securities Act.

(d)      [Intentionally Omitted.]

(e) Conditions.  As a condition to exercising a Redemption Right, each Redeeming
Partner  shall  execute a Notice of Redemption in the form attached as Exhibit B
and, if a Non-U.S.  Person,  the Security Capital Waiver and Consent in the form
attached  as Exhibit C; and  execute  such other  documents  and take such other
actions as the  General  Partner  may  reasonably  require,  including a Foreign
Investment  and Real  Property Tax Act  ("FIRPTA") or similar state and/or local
affidavit (or make appropriate arrangements for deposit with the General Partner
for payment to the Internal  Revenue Service or any state or local  governmental
authority  of the amount  required  for the  General  Partner to comply with the
withholding provisions of such federal, state and local laws, and if applicable,
providing a withholding  certificate evidencing the Redeeming Partner's right to
a reduced rate of FIRPTA  withholding).  As a further  condition to exercising a
Redemption Right, the Units to be redeemed shall be delivered to the Partnership
or Regency, as the case may be, free and clear of all liens, security interests,
deeds  of  trust,  pledges  and  other  encumbrances  of any  nature  whatsoever
(collectively the "Liens"),  subject to the provisions of Section 5.3 hereof. In
the event any Lien exists on the Specified  Redemption  Date with respect to the
Units to be redeemed,  neither the  Partnership  nor Regency (if Regency assumes
the  Redemption  Right  pursuant to Section  8.7) shall have any  obligation  to
redeem such Units,  unless,  in connection  therewith,  the General  Partner has
elected  to pay a  portion  of the  Redemption  Amount  in cash and such cash is
sufficient  to discharge  such Lien,  subject to the  provisions  of Section 5.3
hereof.  Each Redeeming Partner hereby expressly  authorizes the General Partner
to apply such portion of such cash as may be necessary to discharge such Lien in
full.

(f)      [Intentionally Omitted.]

(g)  Regency  Agreement.  Regency  agrees (i) to perform  Regency's  obligations
described in this Section 8.6, (ii) to cause the General  Partner to perform the
General Partner's  obligations  described in this Section 8.6 and (iii) to cause
the  General  Partner  to cause the  Partnership  to perform  the  Partnership's
obligations described in this Section 8.6.

(h) Additional  Rights. In case Regency shall issue rights,  options or warrants
to all holders of its Shares  entitling them to subscribe for or purchase Shares
or other  securities  convertible into Shares at a price per share less than the
current per share  market  price as of the day before the "ex date" with respect
to the  issuance or  distribution  requiring  such  computation,  each  Original
Limited  Partner  holding  Redemption  Rights  shall be entitled to receive such
number of such rights, options or warrants, as the case may be, as he would have
been entitled to receive had he exercised  all of his then  existing  Redemption
Rights  immediately  prior to the record date for such issuance by Regency.  The
term "ex date" shall mean the first date on which Shares trade regularly without
the right to receive such issuance or distribution.  In case the Shares shall be
changed into the same or a different number of shares of any class or classes of
stock, whether by capital reorganization,  reclassification, or otherwise (other
than subdivision or combination of Shares or a stock dividend  described in this
definition),  then and in each such event the Original  Limited Partners holding
Redemption  Rights shall have the right  thereafter to exercise their Redemption
Rights for the kind and amount of shares and other  securities and property that
would have been received  upon such  reorganization,  reclassification  or other
change by holders of the number of Shares with respect to which such  Redemption
Rights  could  have been  exercised  immediately  prior to such  reorganization,
reclassification or change.

(i)  Distributions.  A Redeeming  Partner  exercising a Redemption  Right with a
Specified  Redemption  Date  after a  Partnership  Record  Date and prior to the
payment of the  distribution  of  Available  Cash  relating to such  Partnership
Record Date shall retain the right to receive such  distribution with respect to
such Units redeemed on such Specified Redemption Date.

Section 8.7 Regency's  Assumption of Right.  Notwithstanding  the  provisions of
Section 8.6, Regency may, in its sole and absolute  discretion,  assume directly
and  satisfy a  Redemption  Right by paying to the  Redeeming  Partner the Share
Amount on the Specified  Redemption  Date,  whereupon  Regency shall acquire the
Units offered for  redemption by the Redeeming  Partner and shall be treated for
all purposes of this  Agreement  as the owner of such Units,  which shall become
Class B Units.  In the event  Regency  shall  exercise  its right to satisfy the
Redemption  Right  in the  manner  described  in  the  preceding  sentence,  the
Partnership  shall have no obligation to pay any amount to the Redeeming Partner
with respect to such Redeeming  Partner's  exercise of the Redemption Right, and
each of the Redeeming Partner, the Partnership,  the General Partner and Regency
shall treat the transaction  between Regency and the Redeeming Partner as a sale
of the  Redeeming  Partner's  Units to Regency for federal  income tax purposes.
Regency agrees that if the General  Partner elects to pay the Redemption  Amount
through the payment of the Share  Amount,  Regency  shall  guarantee the General
Partner's payment thereof.

Article 9
                     Books, Records, Accounting And Reports

Section 9.1 Records and  Accounting.  The General Partner shall keep or cause to
be kept at the principal office of the Partnership appropriate books and records
with respect to the Partnership's business,  including,  without limitation, all
books and records  necessary to provide to the Limited Partners any information,
lists and copies of documents required to be provided pursuant to Section 8.5 or
Section 9.3 hereof. Any records maintained by or on behalf of the Partnership in
the  regular  course  of its  business  may be kept  on,  or be in the  form of,
magnetic  tape,  photographs,  micrographics  or any other  information  storage
device;  provided,  that the records so maintained are convertible  into clearly
legible  written  form  within a  reasonable  period  of time.  The books of the
Partnership  shall be maintained  for financial  purposes on an accrual basis in
accordance with generally accepted  accounting  principles and for tax reporting
purposes on the accrual basis.

     Section 9.2 Fiscal Year.  The fiscal year of the  Partnership  shall be the
calendar year.


Section 9.3       Reports.
                  -------

(a) Annual Reports. As soon as practicable,  but in no event later than the date
when mailed to Regency's  shareholders,  the General  Partner  shall cause to be
mailed to each  Limited  Partner  as of the close of the  Partnership  Year,  an
annual report containing financial statements of the Partnership,  or of Regency
if such statements are prepared solely on a consolidated  basis with Regency for
such  Partnership  Year,   presented  in  accordance  with  generally   accepted
accounting principles,  such statements to be audited by a nationally recognized
firm of independent public accountants selected by the General Partner.

(b) Quarterly  Reports.  As soon as practicable,  but in no event later than the
date when mailed to Regency's  shareholders,  the General Partner shall cause to
be mailed to each  Limited  Partner as of the last day of the  calendar  quarter
(except  the last  calendar  quarter of each year) who has asked to be placed on
the  mailing  list  for  the  same,  a  report  containing  unaudited  financial
statements of the  Partnership,  or of Regency if such  statements  are prepared
solely on a consolidated  basis with Regency,  and such other information as may
be  required  by  applicable  law  or  regulation,  or as  the  General  Partner
determines to be appropriate.

(c) Other.  During the  pendency  of the  Redemption  Rights,  Limited  Partners
holding   Redemption   Rights  shall  receive  in  a  timely  manner  all  other
communications transmitted from time to time by Regency to its shareholders.

Article 10
                                   Tax Matters

Section 10.1  Preparation of Tax Returns.  The General Partner shall arrange for
the preparation and timely filing of all returns of Partnership  income,  gains,
deductions,  losses and other items required of the  Partnership for federal and
state  income tax  purposes  and shall use all  reasonable  efforts to  furnish,
within 90 days of the close of each taxable year, the tax information reasonably
required  by  Limited  Partners  for  federal  and state  income  tax  reporting
purposes.

Section 10.2 Tax Elections.  Except as otherwise  provided  herein,  the General
Partner shall, in its sole and absolute  discretion,  determine  whether to make
any available election pursuant to the Code; provided, however, that the General
Partner shall make the election under Section 754 of the Code in accordance with
applicable Regulations  thereunder.  The General Partner shall have the right to
seek to revoke any such election  (including,  without limitation,  the election
under Section 754 of the Code) upon the General  Partner's  determination in its
sole and absolute  discretion  that such  revocation is in the best interests of
the Partners.

Section 10.3      Tax Matters Partner.
                  -------------------

(a)  General.  The General  Partner  shall be the "tax  matters  partner" of the
Partnership for federal income tax purposes.  Pursuant to Section 6223(c) of the
Code, upon receipt of notice from the IRS of the beginning of an  administrative
proceeding  with  respect to the  Partnership,  the tax  matters  partner  shall
furnish  the IRS with the  name,  address  and  profit  interest  of each of the
Limited Partners;  provided,  however,  that such information is provided to the
Partnership by the Limited Partners.

(b)      Powers.  The tax matters partner is authorized, but not required:

     (i) to  enter  into  any  settlement  with  the  IRS  with  respect  to any
administrative  or judicial  proceedings for the adjustment of Partnership items
required  to be taken into  account by a Partner for income tax  purposes  (such
administrative  proceedings being referred to as a "tax audit" and such judicial
proceedings  being  referred to as  "judicial  review"),  and in the  settlement
agreement the tax matters  partner may expressly state that such agreement shall
bind all  Partners,  except that such  settlement  agreement  shall not bind any
Partner  (1)  who  (within  the  time  prescribed   pursuant  to  the  Code  and
Regulations)  files a  statement  with the IRS  providing  that the tax  matters
partner  shall not have the  authority to enter into a  settlement  agreement on
behalf of such  Partner or (2) who is a "notice  partner" (as defined in Section
6231 of the  Code) or a member  of a  "notice  group"  (as  defined  in  Section
6223(b)(2) of the Code), and, to the extent provided by law, the General Partner
shall cause each Limited Partner to be designated a notice partner;

(ii)              in  the  event  that  a  notice  of  a  final   administrative
                  adjustment at the Partnership level of any item required to be
                  taken into  account by a Partner  for tax  purposes  (a "final
                  adjustment")  is mailed or otherwise  given to the tax matters
                  partner,  to seek  judicial  review of such final  adjustment,
                  including the filing of a petition for  readjustment  with the
                  Tax Court or the United States Claims Court,  or the filing of
                  a complaint  for refund with the District  Court of the United
                  States for the district in which the  Partnership's  principal
                  place of business is located;

     (iii) to intervene in any action  brought by any other Partner for judicial
review of a final adjustment;

(iv)              to file a request for an  administrative  adjustment  with the
                  IRS at any  time  and,  if any  part  of such  request  is not
                  allowed by the IRS, to file an appropriate pleading (petition,
                  complaint or other  document) for judicial review with respect
                  to such request;

(v)               to enter into an  agreement  with the IRS to extend the period
                  for  assessing  any tax  which  is  attributable  to any  item
                  required  to be  taken  into  account  by a  Partner  for  tax
                  purposes, or an item affected by such item; and

(vi)              to take any other  action on  behalf  of the  Partners  of the
                  Partnership  in  connection  with any tax  audit  or  judicial
                  review proceeding to the extent permitted by applicable law or
                  regulations.

                           The  taking of any action  and the  incurring  of any
         expense  by the  tax  matters  partner  in  connection  with  any  such
         proceeding,  except to the extent  required  by law, is a matter in the
         sole  and  absolute  discretion  of the tax  matters  partner,  and the
         provisions relating to indemnification of the General Partner set forth
         in Section 7.7 of this Agreement  shall be fully  applicable to the tax
         matters partner in its capacity as such.

(c) Reimbursement. The tax matters partner shall receive no compensation for its
services. All third-party costs and expenses incurred by the tax matters partner
in performing its duties as such (including  legal and accounting fees) shall be
borne by the  Partnership.  Nothing  herein  shall be  construed to restrict the
Partnership  from engaging an  accounting  firm and a law firm to assist the tax
matters partner in discharging his duties hereunder, so long as the compensation
paid by the Partnership for such services is reasonable.

Section 10.4  Organizational  Expenses.  The  Partnership  shall elect to deduct
expenses, if any, incurred by it in organizing the Partnership ratably over a 60
month period as provided in Section 709 of the Code.

Article 11
                            Transfers And Withdrawals

Section 11.1      Transfer.
                  --------

(a) Definition.  The term  "transfer," when used in this Article 11 with respect
to a Partnership  Unit,  shall be deemed to refer to a transaction  by which the
General Partner purports to assign its General  Partnership  Interest to another
Person or by which a Limited Partner purports to assign its Limited  Partnership
Interest to another  Person,  and  includes a sale,  assignment,  gift,  pledge,
encumbrance,  hypothecation,  mortgage, exchange or any other disposition by law
or otherwise.  The term "transfer" when used in this Article 11 does not include
any redemption of Partnership Units by a Limited Partner.

(b) Requirements.  No Partnership Interest shall be transferred,  in whole or in
part,  except in  accordance  with the terms  and  conditions  set forth in this
Article 11. Any transfer or  purported  transfer of a  Partnership  Interest not
made in accordance with this Article 11 shall be null and void.

Section 11.2      Transfer of General Partner's Partnership Interests.
                  ---------------------------------------------------

(a) General  Partnership  Interest.  The General Partner may not transfer any of
its General Partnership Interest (other than any transfer to an Affiliate of the
General  Partner)  or  withdraw as General  Partner  (other  than  pursuant to a
permitted  transfer),  other than in connection with a transaction  described in
Section  11.2(b).  Any transfer or purported  transfer of the General  Partner's
Partnership Interest not made in accordance with this Section 11.2 shall be null
and void.  Notwithstanding  any  permitted  transfer of its General  Partnership
Interest or withdrawal as General  Partner  hereunder  (other than in connection
with a transaction  described in Section 11.2(b)),  Regency shall remain subject
to Section  7.1(a)(iii),  Section  7.9(e),  Section  8.6 and Section 8.7 of this
Agreement unless such transferee General Partner provides  substantially similar
rights to the Limited  Partners and Consent of the Limited Partners is obtained.
Nothing  contained in this Section  11.2(a) shall entitle the General Partner to
withdraw  as  General  Partner  unless  a  successor  General  Partner  has been
appointed  and  approved by obtaining  (i) the Consent of the  Original  Limited
Partners and (ii) the Consent of the Additional  Limited  Partners.  Any General
Partner  other than Regency  admitted to the  Partnership  by reason of being an
Affiliate  of  Regency  shall be a  subsidiary  of  Regency so long as it is the
General  Partner,  unless (i) the Consent of the Original  Limited  Partners and
(ii) the Consent of the Additional Limited Partners is obtained.

(b) Transfer in Connection With Reclassification,  Recapitalization, or Business
Combination  Involving  General  Partner.  Subject to the  provisions of Section
4.5(f),  neither the General  Partner  nor Regency  shall  engage in any merger,
consolidation or other business  combination or transaction with or into another
Person  or  sale  of  all  or   substantially   all  of  its   assets,   or  any
reclassification,  or  recapitalization  (other than a change in par value, or a
change in the number of shares of Common Stock  resulting  from a subdivision or
combination  as  described  in  the  definition  of  Unit   Adjustment   Factor)
("Transaction"),  unless as a result of the  Transaction  such other  Person (i)
agrees that each Limited Partner who holds a Redemption  Right shall  thereafter
remain entitled to exchange each  Partnership Unit owned by such Limited Partner
(after  application  of the  Unit  Adjustment  Factor)  for an  amount  of cash,
securities,  or other property equal to the greatest amount of cash,  securities
or other  property paid to a holder of one Share in  consideration  of one Share
which a Limited  Partner  holding a Redemption  Right would have received at any
time  during  the  period  from and after the date on which the  Transaction  is
consummated,  as if the  Limited  Partner had  exercised  its  Redemption  Right
immediately  prior to the  Transaction  and received the Share Amount,  and (ii)
agrees to assume the  General  Partner's  obligations  pursuant  to Section  8.6
hereof,  provided,  that if, in  connection  with the  Transaction,  a purchase,
tender or exchange  offer shall have been made to and accepted by the holders of
more than 50 percent of the outstanding  shares of Common Stock,  the holders of
such Partnership Units shall receive the greatest amount of cash, securities, or
other property  which a Limited  Partner  holding a Redemption  Right would have
received had it exercised the Redemption  Right and received the Share Amount in
redemption of its Partnership  Units immediately prior to the expiration of such
purchase,  tender or exchange offer. Prior to consummating any such Transaction,
Regency shall cause appropriate amendments to be made to this Agreement pursuant
to Section 14.1(b) (including the definitions of Shares,  Unit Adjustment Factor
and Value) to carry out the intent of the parties that the rights of the Limited
Partners  holding  Redemption  Rights  hereunder  shall not be prejudiced as the
result  of any such  Transaction.  Notwithstanding  anything  contained  in this
Section  11.2(b) to the  contrary,  the  General  Partner  shall not engage in a
Transaction  that causes the Original Limited Partners to recognize gain or loss
for federal income tax purposes.

(c) Limited Partnership  Interests.  The General Partner may transfer all or any
portion of its Limited  Partnership  Interests  represented by Class B Units, or
any of the rights  associated with such Limited  Partnership  Interests,  to any
party  without the consent of the  Partnership  or any  Partner  (regardless  of
whether such transfer triggers a termination of the Partnership for tax purposes
under Section 708 of the Code).

(d)  Admission  of  Additional  General  Partner.  Except as provided in Section
11.2(a) and Section  11.2(b),  the General  Partner may not admit an  additional
general  partner  other than an  Affiliate  of the General  Partner  pursuant to
Section 11.2(a).

Section 11.3      Limited Partners' Rights to Transfer.
                  ------------------------------------

(a) General. No transfer of a Limited Partnership  Interest by a Limited Partner
is permitted without the prior written consent of the General Partner,  which it
may  withhold  in its sole and  absolute  discretion;  provided,  that a Limited
Partner may transfer  Units without the consent of the General  Partner:  (i) to
members of the  Limited  Partner's  Immediate  Family or one or more  trusts for
their benefit pursuant to applicable laws of descent and  distribution,  gift or
otherwise; (ii) among its Affiliates; (iii) to a lender, provided that the Units
are not  Pledged  Units,  where  such  Units are  pledged  to secure a bona fide
obligation of the Limited Partner and any transfer in accordance with the rights
of such lender under the instruments  evidencing such obligation  (provided that
the General Partner  receives 10 days prior written notice of any transfer under
this clause (a)); (iv) if the Limited  Partner is a trust, to the  beneficiaries
of the Limited Partner or to another trust (1) that is either established by the
same  grantor  as the  Limited  Partner  or (2) whose  beneficiaries  consist of
members of the  Immediate  Family of the grantor of the  Limited  Partner or (3)
whose beneficiaries  consist of beneficiaries of the transferor trust or members
of their  Immediate  Family;  (v) if the  Limited  Partner is an entity,  to the
direct or  indirect  equity  holders of the Limited  Partner;  and (vi) to other
Limited  Partners.  In order to effect any transfer under this Section 11.3, the
Limited  Partner must deliver to the General Partner a duly executed copy of the
instrument  making such transfer and such  instrument  must evidence the written
acceptance by the assignee of all of the terms and conditions of this Agreement,
including, where applicable, the security interest described in Section 5.3, and
represent that such  assignment was made in accordance  with all applicable laws
and regulations.

(b)  Incapacitated  Limited  Partners.  If  a  Limited  Partner  is  subject  to
Incapacity,  the  executor,   administrator,   trustee,   committee,   guardian,
conservator  or receiver of such  Limited  Partner's  estate  shall have all the
rights of a Limited  Partner,  but not more rights  than those  enjoyed by other
Limited  Partners  for the purpose of  settling or managing  the estate and such
power as the Incapacitated Limited Partner possessed to transfer all or any part
of his or its interest in the Partnership.  The Incapacity of a Limited Partner,
in and of itself, shall not dissolve or terminate the Partnership.

(c) No Transfers Violating Securities Laws. The General Partner may prohibit any
transfer  by a Limited  Partner of his  Partnership  Units if, in the opinion of
legal  counsel to the  Partnership,  such  transfer  would  require  filing of a
registration  statement  under  the  Securities  Act of 1933 or would  otherwise
violate any federal or state  securities  laws or regulations  applicable to the
Partnership or the Partnership Units.

(d) Transfers Resulting in Corporation