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, 2000

(  )          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 CENTERS 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  $523,808,000  based on the
closing  price on the New York Stock  Exchange for such stock on March 13, 2001.
The approximate number of shares of Registrant's voting common stock outstanding
was 57,425,690 as of March 13, 2001.

                       Documents Incorporated by Reference

Portions of the Registrant's  Proxy Statement in connection with its 2001 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.....................................................19

4.      Submission of Matters to a Vote of Security Holders...................19

                                     PART II

5.      Market for the Registrant's Common Equity and Related Shareholder
        Matters...............................................................19

6.      Selected Consolidated Financial Data..................................21

7.      Management's Discussion and Analysis of Financial Condition and Results
        of Operations.........................................................22

7a.     Quantitative and Qualitative Disclosures about Market Risk............27

8.      Consolidated Financial Statements and Supplementary Data..............28

9.      Changes in and Disagreements with Accountants on Accounting and 
        Financial Disclosure..................................................28

                                    PART III

10.     Directors and Executive Officers of the Registrant....................29

11.     Executive Compensation................................................29

12.     Security Ownership of Certain Beneficial Owners and Management........29

13.     Certain Relationships and Related Transactions........................29


                                     PART IV

14.     Exhibits, Financial Statements, Schedules and Reports on Form 8-K.....30




<PAGE>


                                        


Forward Looking Statements

        This report on Form 10-K  contains  certain  forward-looking  statements
under  the  federal  securities  law.  These  statements  are  based on  current
expectations, estimates, and projections about the industry and markets in which
Regency Centers Corporation  operates,  management's  beliefs,  and assumptions.
Forward-looking  statements are not guarantees of future performance and involve
certain credit risks and uncertainties,  which are difficult to predict.  Actual
operating  results may be affected  by changes in  national  and local  economic
conditions,  competitive  market  conditions,  weather,  obtaining  governmental
approvals  and  meeting  development  schedules,   and  therefore,   may  differ
materially from what is expressed or forecasted in this report.




                                     PART I


Item 1. Business

        The real estate business of Regency Centers Corporation  ("Regency") was
established in 1963 as a Jacksonville,  Florida-based  operator and developer of
shopping centers.  By the early 1990s,  Regency had developed a successful track
record of developing,  owning and operating  neighborhood and community shopping
centers, which offered substantial cycle-resistant  opportunities for growth. In
1993, Regency was formed as a Florida corporation,  completed its initial public
offering (NYSE: REG) and became a qualified self-administered, self-managed real
estate investment trust (REIT).

        Through a series of major strategic acquisitions in 1997, 1998 and 1999,
Regency  expanded  its  development  and  operational  capabilities  to  have  a
nationwide  scope.  From  1993 to 2000,  Regency's  assets  increased  from $154
million to approximately $3 billion with 242 shopping centers in 22 states.  The
most  significant  of these  transactions  was Regency's  acquisition of Pacific
Retail Trust for  approximately  $1.157 billion in February 1999. At the date of
the acquisition,  Pacific Retail Trust was operating or had under development 71
retail  shopping  centers  representing  8.4 million SF of gross  leaseable area
(GLA).

        Regency previously  operated under the name Regency Realty  Corporation,
but changed its name to Regency  Centers  Corporation  in February  2001 to more
appropriately  acknowledge  its  brand  and  position  in  the  shopping  center
industry.  Regency  invests in retail  shopping  centers through its partnership
interest in Regency Centers,  L.P.,  ("RCLP") an operating  partnership in which
Regency currently owns  approximately 98% of the outstanding  common partnership
units ("Units"). The acquisition, development, operations and financing activity
of Regency  including  the issuance of Units or  preferred  units is executed by
RCLP.

        At December 31, 2000, Regency's GLA totals 27.1 million square feet, and
is 95.3 percent  leased.  Geographically,  23.5% of Regency's  GLA is located in
Florida,  17.7% in California,  15% in Texas, 9.2% in Georgia, 6.3% in Ohio, and
28.3% spread  throughout 17 other states.  Today,  Regency  Centers is a leading
owner, operator and developer of grocer-anchored,  neighborhood shopping centers
with high-quality specialty retailers located in prosperous trade areas.

        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

        Our key  operating  and  investment  objective  is to  create  long-term
shareholder value by:

o       focusing on high quality grocer-anchored neighborhood shopping centers 
          in attractive markets;

o       maximizing the value of the portfolio through our research-based 
          investment strategies, our Preferred Customer Initiative program, 
          and our customer-driven development program; and

o       using conservative  financial  management and our substantial capital
          base to cost effectively access capital to fund our growth.

Grocer-Anchored Strategy

        We  focus  our  investment  strategy  on  grocer-anchored   neighborhood
shopping  centers that are located in infill  locations or high growth corridors
and are anchored by a dominant  grocer in the local  market.  Regardless  of the
economic cycle, grocer sales have outpaced inflation in 10 of the last 15 years.
More  resistant to down cycles by the nature of their  business,  market-leading
grocers generate  continuous  consumer traffic to our centers.  Such significant
traffic  driven by necessity and  convenience  attracts and benefits our centers
and side-shop tenants.

                                        1


<PAGE>

        The average remaining lease term for Regency's  grocer-anchored  tenants
is 14.5 years.  Since these grocers can leverage their  leadership  positions in
their  respective  markets to draw steady traffic,  their  commitment to signing
long-term  leases  provides  Regency with stability and  sustainability  of cash
flow.

        Our  grocer-anchored  centers  are  planned to serve  neighborhoods  and
communities,  and their carefully  selected  locations  enable local shoppers to
visit weekly,  or even several times a week. As a result, a neighborhood  center
is a  convenient,  cost-effective  distribution  platform  for  food  retailers.
Moreover,  a neighborhood  center that is anchored by a leading grocer is highly
resistant to competition from Internet  e-tailers and mass  merchandise  stores,
benefiting all of our tenants.

        Grocer-anchored  centers  generate  substantial  daily traffic and offer
sustainable competitive advantages to their tenants. This high traffic generates
increased  sales,  thereby driving higher  occupancy,  higher rental rates,  and
higher  rental rate  growth for Regency -- meaning  that we can sustain our cash
flow growth and increase the value of our portfolio over the long term.

        Ninety percent of Regency's  grocer-anchored centers are anchored by one
of the top three  grocers in their local  markets.  Our anchor  tenants  include
leading supermarket chains like Kroger,  Publix,  Safeway and Albertson's.  With
average annual sales for a Regency grocer of $22.4 million,  our grocers outpace
their  respective chain averages by more than 20 percent and generate an average
of more than 14,000  shopper  visits  each week,  or more than  725,000  shopper
visits annually.

Research Driven Market Selection

        Grocer-anchored  centers are best  located in  neighborhood  trade areas
with attractive  demographics.  The typical Regency center 3-mile  population is
approximately  75,000  strong  with an  average  household  income  in excess of
$71,000 and a projected  5-year  population  growth of more than 8 percent.  The
trade areas of Regency's  centers are growing nearly twice as fast and household
incomes are more than 30 percent greater than the national averages, translating
into more retail buying power. Once specific markets are selected, Regency seeks
the best  location  within  the best  neighborhoods,  preferably  occupying  the
dominant corner, close to residential communities, with excellent visibility for
our tenants and easy access for neighborhood shoppers.

Premier Customer Initiative

        For the same  reason  we  choose  to anchor  our  centers  with  leading
grocers,  we also seek a range of strong national,  regional and local specialty
tenants.  We have created a formal  partnering  process -- the Premier  Customer
Initiative  (PCI)  -- to  promote  mutually  beneficial  relationships  with our
non-grocer specialty  retailers.  The objective of PCI is for Regency to build a
base of specialty tenants who represent the  "best-in-class"  operators in their
respective merchandising categories.  Such tenants reinforce the consumer appeal
and other  strengths of a center's  grocer-anchor,  help to stabilize a center's
occupancy,  reduce  releasing  downtime,  lower tenant turnover and yield higher
sustainable  rents.  For these  reasons,  Regency is  committed  to giving these
premier  tenants all the support they  require to realize  their  expansion  and
profit objectives. The PCI program does this by partnering with top neighborhood
operators  while they are in the  strategic  stage of  store-location  planning.
Regency's  industry  expertise  enables  us to  offer  our  prospective  tenants
current,  in-depth data on key markets nationwide, as well as access to multiple
prime locations in the best shopping centers,  and in the top markets,  with the
leading  grocer-anchors.  Moreover,  our  PCI  tenants  benefit  from  employing
standardized leases as they contract for space in multiple Regency locations.

                                        2


<PAGE>


Customer-driven Development

        Development is  customer-driven,  meaning we have an executed lease from
the anchor in hand before we purchase the land. As a result of commitments  from
our anchor tenants,  and our  well-established  relationships with key specialty
retailers,  a  significant  percentage  of the retail space is dedicated  before
construction  begins.  Developments  serve the growth  needs of our  grocery and
specialty  retail  customers,  result in modern  shopping  centers  with 20-year
leases from the grocer-anchors and produce either attractive returns on invested
capital or profits from sale.

        Our development program significantly  contributed to our overall growth
during the year.  In 2000 we  completed  34  shopping  center and  build-to-suit
developments that represented an investment of $236 million.  On average,  these
newly completed  developments are 96 percent leased. At December 31, 2000 we had
56 shopping center developments, re-developments,  renovations and single-tenant
projects still in progress. When complete, these projects will represent a total
investment of $730 million, $418 million of which has already been funded.

Capital Strategy

        We intend to maintain a conservative  capital structure designed to fund
our growth programs without  returning to the equity markets or compromising our
investment-grade  ratings. This approach is founded on our self-funding business
model,  which  relies  on  capital  sourced  from   free-and-clear   cash  flow;
developments for sale; dispositions of limited-growth, non-strategic assets; and
joint ventures. We have the financial flexibility to follow this approach,  with
a debt-to-total  asset ratio of approximately 41 percent,  an interest  coverage
ratio of 3.0 times, a fixed charge  coverage  ratio of 2.1 times,  and nearly 80
percent of our real estate assets and net operating income being unencumbered by
mortgages.

        During 2000, we sold 22  development  properties  that  generated  total
proceeds in excess of $140 million.  In addition,  in December 2000, we sold two
Regency core  development  properties to a joint venture between Regency and the
highly  respected  Oregon  Public  Employees  Retirement  Fund  (OPERF).   These
transactions  collectively  yielded  more than $180  million in total  proceeds,
which generated $20 million in profits.

        The OPERF joint  venture  represents a major  co-investment  partnership
that is expected to produce  substantial  benefits for our  Company.  During the
third  quarter of 2000,  we  executed a letter of intent  with the Oregon  State
Treasury,  acting on behalf of OPERF,  to form a  co-investment  partnership  to
invest in a $300  million  portfolio  of  neighborhood  and  community  shopping
centers. The first phase of the joint venture was consummated with the formation
of  Columbia  Regency  Retail  Partners,  which  purchased  the  two  properties
mentioned  above. The final phase of the partnership is expected to close during
the 1st  quarter of 2001,  when it will  purchase  three  additional  stabilized
Regency  developments,  and OPERF  will  contribute  three  centers  located  in
attractive infill markets. The partnership also plans to acquire $150 million of
grocer-anchored  shopping centers  throughout the United States over the next 12
to 18 months.  Regency will own 20 percent of the  partnership  and will be paid
asset management fees, property management fees and incentive fees.

Risk Factors Relating to Ownership of Regency Common Stock

        We are subject to certain  business  risks  arising in  connection  with
owning real estate which include, among others:

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

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

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

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

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

o   Regency's rapid growth could place strains on its resources,

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

o   unsuccessful development activities could reduce cash flow,

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

                                   3

<PAGE>
Risk Factors Relating to Ownership of Regency Common Stock (continued)

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

o   the risk of uninsured losses, and

o   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  Regency's  ability to attract and retain
    desirable tenants.

Compliance with Governmental Regulations

        Under various federal, state and local laws, ordinances and regulations,
we may be liable for the cost to remove or remediate  certain hazardous or toxic
substances at our shopping  centers.  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. We have
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 Regency due to  financial  statement  reserves,
insurance  programs  designed to mitigate  the cost of  remediation  and various
state-regulated programs that shift the responsibility and cost to the state.

Competition

        We believe  the  ownership  of  shopping  centers is highly  fragmented.
Regency  faces  competition  from other REITs in the  development,  acquisition,
ownership  and  leasing  of  shopping  centers as well as from  numerous  local,
regional and national real estate developers and owners.

Changes in Policies

        Our  Board  of  Directors  establishes  the  policies  that  govern  our
investment and operating  strategies  including,  among others,  debt and equity
financing  policies,  quarterly  distributions  to  shareholders,  and  REIT tax
status.  The Board of Directors  may amend these  policies at any time without a
vote of Regency's shareholders.

Employees

        Our  headquarters  are  located  at 121 West  Forsyth  St.,  Suite  200,
Jacksonville, Florida. Regency presently maintains 18 offices in 11 states where
it conducts  management,  leasing and  development  activities.  At December 31,
2000,  Regency had  approximately 377 employees and believes that relations with
its employees are good.
                                        4


<PAGE>



I
tem 2. Properties

         The  Company's  properties  summarized by state  including  their gross
leasable areas (GLA) follows:

<TABLE>
<CAPTION>

                               December 31, 2000                      December 31, 1999
                               -----------------                      -----------------
  Location           # Properties    GLA     % Leased     # Properties      GLA      % Leased
                     ------------   -----    --------     ------------    --------  -----------  
  <S>                <C>          <C>          <C>           <C>          <C>         <C>
   
  Florida                53         6,535,088     92.8%          48        5,909,534    91.7%
  California             39         4,922,329     98.3%          36        3,858,628    98.2%
  Texas                  34         4,165,857     94.2%          29        3,849,549    94.2%
  Georgia                26         2,553,041     95.4%          27        2,716,763    92.3%
  Ohio                   13         1,760,955     97.0%          14        1,923,100    98.1%
  North Carolina         13         1,302,751     97.4%          12        1,241,639    97.9%
  Washington             10         1,180,020     95.5%           9        1,066,962    98.1%
  Colorado               10           897,788     97.9%          10          903,502    98.0%
  Oregon                  9           776,853     91.7%           7          616,070    94.2%
  Alabama                 5           516,062     97.9%           5          516,061    99.5%
  Arizona                 7           481,215     97.9%           2          326,984    99.7%
  Tennessee               4           423,326     99.6%           3          271,697    98.9%
  Virginia                4           397,624     95.1%           2          197,324    96.1%
  Missouri                2           369,045     95.8%           1           82,498    95.8%
  Kentucky                2           304,347     91.1%           1          205,061    91.8%
  Michigan                3           274,987     94.1%           3          250,655    98.7%
  Delaware                1           228,169     98.6%           1          232,754    96.3%
  Mississippi             2           185,061     97.7%           2          185,061    96.6%
  Illinois                1           178,601     86.4%           1          178,600    85.9%
  South Carolina          2           162,056     97.0%           2          162,056    98.8%
  New Jersey              1            88,867        -            -                -       -
  Wyoming                 1            87,777        -            1           75,000       -
                     ------------ ------------ ------------- ------------ ----------- -----------
      Total             242        27,791,819     95.3%         216       24,769,498    95.0%
                     ============ ============ ============= ============ =========== ===========

</TABLE>


             * Excludes properties under construction

        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, 2000.  The table  includes  100% of the base rent
from leases of properties owned by joint ventures.


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

<TABLE>
<CAPTION>

                                      % to Company                 of Annualized    # of
         Tenant               SF       Owned GLA       Rent          Base Rent     Stores
        --------           ---------  ------------    ----------   -------------   -------
        <S>                <C>             <C>        <C>              <C>             <C>    

        Kroger             3,271,507       11.8%      29,603,109       10.39%          56
        Publix             1,956,594        7.0%      14,455,804        5.07%          43
        Safeway            1,481,454        5.3%      13,357,008        4.69%          30
        Blockbuster          374,421        1.3%       6,638,982        2.33%          66
        Albertsons           702,097        2.5%       6,301,880        2.21%          14
        Winn Dixie           760,329        2.7%       5,286,371        1.86%          16
        Hallmark             244,621        0.9%       3,571,965        1.25%          58
        Harris Teeter        276,475        1.0%       2,984,436        1.05%           6
        Walgreens            223,431        0.8%       2,271,092        0.80%          16
        Long's Drugs         230,792        0.8%       2,016,514        0.71%          10
        Wal-Mart             486,168        1.7%       1,993,727        0.70%           6
        Bed, Bath & Beyond   106,006        0.4%       1,862,578        0.65%           3
        Stein Mart           281,445        1.0%       1,793,375        0.63%           8
        Hollywood Video       96,436        0.3%       1,784,792        0.63%          15
        K-Mart               334,687        1.2%       1,772,575        0.62%           4
        Eckerd               194,070        0.7%       1,692,366        0.59%          20
        H.E.B. Grocery       150,682        0.5%       1,674,162        0.59%           2
        T.J. Maxx /         
          Marshalls          216,759        0.8%       1,591,032        0.56%           8
        Target               240,086        0.9%       1,589,996        0.56%           2
        Mail Boxes, Etc.      88,966        0.3%       1,545,017        0.54%          67
        Rite Aid             156,700        0.6%       1,413,979        0.50%          10
        A & P                108,399        0.4%       1,405,425        0.49%           2
</TABLE>



                                       5

<PAGE>

Item 2. Properties (continued)

      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)           537,561       2.3%     7,054,826       2.7%
                 2001        1,617,159       7.0%    22,958,674       8.7%
                 2002        1,909,683       8.3%    25,755,163       9.8%
                 2003        2,055,595       8.9%    27,885,305      10.6%
                 2004        2,052,999       8.9%    29,313,096      11.1%
                 2005        2,300,866      10.0%    30,355,277      11.5%
                 2006        1,242,394       5.4%    13,142,805       5.0%
                 2007        1,027,047       4.5%    10,658,339       4.0%
                 2008        1,076,523       4.7%     9,299,925       3.5%
                 2009          740,800       3.2%     7,522,151       2.9%
                 2010        1,108,370       4.8%    12,240,647       4.6%
                           ------------------------------------------------
             10 Yr. Total   15,668,997      67.9%  $196,186,208      74.4%
                           ------------------------------------------------

(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.

                                        6

<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              88.6%                Publix       
Bolton Plaza                               1994           1988               172,938             100.0%                  --         
Carriage Gate                              1994           1978                76,833              69.5%                  --         
Courtyard                                  1993           1987               137,256             100.0%            Albertson's (4)  
Ensley Square                              1997           1977                62,363              30.8%                  --         
Fleming Island                             1998           2000               125,779              95.7%                Publix       
Highlands Square (3)                       1998           1999               262,499              80.3%           Publix/Winn-Dixie 
Julington Village (3)                      1999           1999                81,820              87.5%                Publix       
Millhopper                                 1993           1974                84,065             100.0%                Publix       
Newberry Square                            1994           1986               180,524              97.0%                Publix       
Ocala Corners (3)                          2000           2000                86,766              70.5%                Publix       
Old St. Augustine Plaza                    1996           1990               175,459             100.0%                Publix       
Palm Harbour                               1996           1991               172,758              92.7%                Publix       
Pine Tree Plaza                            1997           1999                60,787              97.4%                Publix       
Regency Court                              1997           1992               218,665              94.6%                  --         
                                                                                                                                    
South Monroe                               1996           1998                68,840             100.0%              Winn-Dixie     

Tampa / Orlando
Beneva Village Shops                       1998           1987               141,532              94.3%                Publix       
Bloomingdale Square                        1998           1987               267,935              99.0%                Publix       
Kings Crossing Sun City                    1999                               75,020              92.0%                Publix       
Mainstreet Square                          1997           1988               107,159              94.7%              Winn-Dixie     
Mariner's Village                          1997           1986               117,665              90.3%              Winn-Dixie     
Market Place - St. Petersburg              1995           1983                90,296              83.7%                Publix       
Peachland Promenade                        1995           1991                82,082              92.5%                Publix       
Regency Square                             1993           1986               341,448              92.9%                  --         
   at Brandon                                                                                                                       
Seven Springs                              1994           1986               162,580              86.0%              Winn-Dixie     
Regency Village (3)                        2000           2000               184,824              24.0%                Publix       
Terrace Walk                               1993           1990                50,926              80.5%                  --         
Town Square (3)                            1997           1999                44,679              16.8%                  --         
University Collections                     1996           1984               106,627              87.2%            Kash N Karry (4) 
Village Center-Tampa                       1995           1993               174,781              91.1%                Publix       
Willa Springs (3)                          2000           2000                93,810             100.0%                Publix       

West Palm Beach /
Treasure Coast
Boynton Lakes Plaza                        1997           1993               130,925              97.8%              Winn-Dixie     
Chasewood Plaza                            1993           1986               141,178              89.8%                Publix       
Chasewood Storage                          1993           1986                42,810             100.0%                  --         
East Port Plaza                            1997           1991               235,842              95.2%                Publix       
Martin Downs Village Center                1993           1985               121,946              95.2%                  --         
Martin Downs Village Shoppes (3)           1993           1998                49,773              98.6%                  --         
Ocean Breeze                               1993           1985               108,209              83.0%                Publix       
Ocean East (5)                             1996           1997               113,328              94.0%             Stuart Foods    
Tequesta Shoppes                           1996           1986               109,937              85.5%                Publix       
Town Center at Martin Downs                1996           1996                64,546             100.0%                Publix       
Wellington Market Place                    1995           1990               171,558              99.3%              Winn-Dixie     
Wellington Town Square                     1996           1982               105,150              98.3%                Publix       

Miami / Ft. Lauderdale
Aventura                                   1994           1974               102,876              93.9%                Publix       
Berkshire Commons                          1994           1992               106,354              97.7%                Publix       
Garden Square                              1997           1991                90,258              98.6%                Publix       
North Miami                                1993           1988                42,500              75.3%                Publix       
Palm Trails Plaza                          1997           1998                76,067              96.6%              Winn-Dixie     
Shoppes @ 104                              1998           1990               108,190              98.0%              Winn Dixie     
Shoppes of Pebblebrooke                    2000                               76,766              79.7%                Publix       
Tamiami Trail                              1997           1987               110,867              97.3%                Publix       
University Market Place                    1993           1990               129,121              76.2%            Albertson's (4)  
Welleby                                    1996           1982               109,949              87.5%                Publix       

Ft. Myers / Cape Coral
Grande Oaks (3)                            2000           2000                75,880              67.6%                Publix       
                                                                      ------------------    --------------

Subtotal/Weighted
Average(Florida)                                                           6,535,088              89.1%
                                                                      ------------------    --------------

                                              7


<PAGE>

CALIFORNIA

Los Angeles / SCA
Amerige Heights (3)                        2000           2000               272,377               0.5%                   --        
Bristol and Warner                         1999           1998               121,679              97.4%             Food 4 Less     
Campus Marketplace (3)                     2000                              145,580              39.5%               Ralph's       
Costa Verde                                1999           1988               179,319              98.9%             Albertson's     
Crossroads Plaza                           1999           1988                60,638             100.0%               Gigante       
El Camino                                  1999           1995               135,883             100.0%           Von's Food & Drug 
El Norte Parkway Plaza                     1984                               87,990             100.0%           Von's Food & Drug 
Friars Mission                             1999           1989               145,608             100.0%               Ralph's       
Garden Village (3)                         2000           2000               114,983              34.4%                  --         
Heritage Plaza                             1999           1981               231,883              99.1%               Ralph's       
Morningside Plaza                          1999           1996                91,600              98.6%             Albertson's     
Newland Center                             1999           1985               166,492              96.1%               Lucky's       
Oakbrook Plaza                             1999           1982                83,278             100.0%             Albertson's     
Plaza de Hacienda                          1999           1991               127,132              96.9%             Food 4 Less     
Plaza El Paseo (3),(5)                     2000           2000               100,350               7.0%               Kohls (4)     
Plaza Hermosa                              1999           1984                94,939             100.0%           Von's Food & Drug 
Rona Plaza                                 1999           1989                51,779             100.0%             Food 4 Less     
San Fernando Value Square                  2000                              122,442             100.0%                  --         
Santa Ana Downtown Plaza                   1987                              100,305              81.7%             Food 4 Less     
Twin Peaks                                 1999           1988               198,139              99.0%             Albertson's     
Ventura Village                            1999           1984                76,070              97.8%           Von's Food & Drug 
Westlake Village Plaza                     1999           1975               190,656             100.0%           Von's Food & Drug 
Woodman - Van Nuys                         1999           1992               107,570              97.7%               Gigante       

San Francisco / NCA
Blossom Valley                             1999           1990                93,314             100.0%               Safeway       
Corral Hollow (3),(5)                      2000           2000               168,048              41.2%               Safeway       
Country Club                               1999           1994               111,251             100.0%               Ralph's       
Diablo Plaza                               1999           1982                63,265             100.0%             Safeway (4)     
El Cerrito Plaza (3)                       2000           2000               365,733              42.3%               Lucky's       
El Dorado Hills (3)                        2000           2000               113,521              20.3%               Ralph's       
Encina Grande                              1999           1965               102,499             100.0%               Safeway       
Loehmann's Plaza                           1999           1983               113,309              93.7%             Safeway (4)     
Prairie City Crossing (3)                  1999                              100,725              65.9%               Safeway       
San Leandro                                1999           1982                50,853              99.2%             Safeway (4)     
Sequoia Station                            1999           1996               103,388              99.8%             Safeway (4)     
                                                                                                                                    
Strawflower Village                        1999           1985                78,827             100.0%               Safeway       
Tassajara Crossing                         1999           1990               146,188             100.0%               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                80,591             100.0%                  --         
                                                                      ------------------    --------------

Subtotal/Weighted
Average(California)                                                        4,922,329              79.3%
                                                                      ------------------    --------------

TEXAS

Austin
Hancock Center                             1999           1998               410,438              99.2%                H.E.B.       
Market @ Round Rock                        1987                              123,345              97.9%             Albertson's     
North Hills                                1999           1995               144,019              97.8%                H.E.B.       

Dallas / Ft. Worth
Arapaho Village                            1999           1997               107,737              95.6%              Tom Thumb      
Bethany Lake                               1998           1998                74,066             100.0%                Kroger       
Casa Linda Plaza                           1999           1997               324,639              86.9%             Albertson's     
Cooper Street                              1999           1992               133,215             100.0%                  --         
                                                                                                                                    
Creekside (5)                              1998           1998                96,816             100.0%                Kroger       
Harwood Hills PH I & II                    1999           1996               122,540              90.6%              Tom Thumb      
Hebron Park                                1999           1999                46,800              97.0%            Albertson's (4)  
Hillcrest Village                          1999           1991                14,530             100.0%                  --         
Keller Town Center (3)                     1999           1999               115,776              85.5%              Tom Thumb      
Lebanon/Legacy Center (3)                  2000                               57,422              11.7%            Albertson's (4)  
MacArthur Park Phase I                     2000                               33,987             100.0%                  --         
MacArthur Park Phase II (5)                1999                              198,586              93.5%                Kroger       
Market @ Preston Forest                    1990                               90,171             100.0%              Tom Thumb      
Matlock (3)                                2000           2000                40,125              10.0%                  --         
Mills Pointe                               1999           1986               126,238              99.0%              Tom Thumb      
Mockingbird Commons                        1987                              121,531              93.7%              Tom Thumb      

TEXAS
Dallas / Ft. Worth (Continued)
Northview Plaza                            1999           1991               116,554              89.8%                Kroger       
Ocotillo Center (3)                        2000           2000                40,799              49.6%             Safeway (4)     
Preston Brook - Frisco                     1998           1998                91,274              98.1%                Kroger       
Preston Park                               1999           1985               268,869              85.6%              Tom Thumb      
                                                                                                                                    
                                                    8

<PAGE>

Prestonwood (3)                            1999           1999               100,972              67.6%            Albertson's (4)  
Ridglea Plaza                              1999           1986               197,961              86.8%              Tom Thumb      
Shiloh Springs (5)                         1998           1998               110,425              96.3%                Kroger       
Southpark                                  1999           1997               145,888              90.8%             Albertson's     
Tarrant Pkwy Plaza (3)                     1999           1999                33,079              91.8%            Albertson's (4)  
The Village                                1999           1982                95,148              93.4%              Tom Thumb      
Trophy Club (3)                            1999           1999               125,063              73.4%              Tom Thumb      
Valley Ranch PH I, II & III                1997                              117,187              99.0%              Tom Thumb      
Village Center - Southlake (5)             1998           1998               118,172              92.2%                Kroger       

Houston
Champions Forest                           1999           1983               115,379              99.2%             Randall's Food  
Fort Bend Market (3)                       2000           2000               107,106              66.5%                Kroger       
                                                                      ------------------    --------------

Subtotal/Weighted
Average(Texas)                                                             4,165,857              89.6%
                                                                      ------------------    --------------

GEORGIA

Atlanta
Ashford Place                              1997           1993                53,346             100.0%                  --         
Briarcliff LaVista                         1997           1962                39,203              87.7%                  --         
Briarcliff Village                         1997           1990               183,755             100.0%                Publix       
Buckhead Court                             1997           1984                55,229              97.4%                  --         
Cambridge Square                           1996           1979                69,649              85.2%            Harris Teeter    
Cromwell Square                            1997           1990                70,282              95.1%                  --         
Cumming 400                                1997           1994               126,900              98.8%                Publix       
Delk Spectrum                              1998           1991               100,880             100.0%                Publix       
Dunwoody Hall (3)                          1997           1986                89,511              82.4%                Publix       
Dunwoody Village                           1997           1975               114,658              65.7%                  --         
Killian Hill Market (3)                    2000           2000               112,972              97.2%                Publix       
Loehmann's Plaza                           1997           1986               137,635             100.0%                  --         
Lovejoy Station                            1997           1995                77,336             100.0%                Publix       
Memorial Bend                              1997           1995               182,782              95.2%                Publix       
Orchard Square (3)                         1995           1987                93,222              81.0%                Publix       
Paces Ferry Plaza                          1997           1987                61,696              95.9%                  --         
Powers Ferry Square                        1997           1987                97,812              98.6%               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              95.9%                Publix       
Russell Ridge                              1994           1995                98,558              97.6%                Kroger       
Sandy Plains Village                       1996           1992               175,035              95.5%                Kroger       
Sandy Springs  Village                     1997           1997                45,040             100.0%                  --         

Other Markets
Evans Crossing                             1998           1993                83,681             100.0%                Kroger       
LaGrangeMarketplace                        1993           1989                76,327              91.9%              Winn-Dixie     
Parkway Station                            1996           1983                94,290              90.7%                Kroger       
                                                                      ------------------    --------------

Subtotal/Weighted
Average(Georgia)                                                           2,553,041              94.5%
                                                                      ------------------    --------------

OHIO

Cincinnati
Beckett Commons                            1998           1995               112,936             100.0%                Kroger       
Cherry Grove                               1998           1997               195,497              98.4%                Kroger       
Hyde Park Plaza                            1997           1995               374,544              93.6%            Kroger/Thriftway 
                                                                                                                                    
Shoppes at Mason                           1998           1997                80,800             100.0%                Kroger       
Westchester Plaza                          1998           1988                88,181              96.8%                Kroger       

Columbus
East Pointe                                1998           1993                86,525              98.4%                Kroger       
Hampstead Village (3)                      1999           1999                91,805              92.4%                Kroger       
Kingsdale (3)                              1997           1999               270,470              68.8%               Big Bear      
North Gate/(Maxtown)                       1998           1996                85,100             100.0%                Kroger       


OHIO
Columbus (continued)
Park Place                                 1998           1988               106,833              98.6%               Big Bear      
Windmiller Plaza                           1998           1997               120,509              95.4%                Kroger       
Worthington                                1998           1991                93,095              98.5%                Kroger       

Toledo
Cherry Street Center (3)                   2000                               54,660             100.0%             Farmer Jack     
----------------------------------------------------------------------------------------    --------------

Subtotal/Weighted
Average(Ohio)                                                              1,760,955              92.6%
                                                                      ------------------    --------------
                                            9


<PAGE>

NORTH CAROLINA

Asheville
Oakley Plaza                               1997           1988               118,728              97.7%                Bi-Lo        
                                                                                                                                    
Charlotte
Carmel Commons                             1997           1979               132,651              97.9%              Fresh Market   
City View                                  1996           1993                77,552              98.5%              Winn-Dixie     
Union Square                               1996           1989                97,191              98.8%            Harris Teeter    
                                                                                                                                    
Greensboro
Sedgefield Village (3)                     2000           2000                56,630              67.0%              Food Lion      

Raleigh / Durham
Bent Tree Plaza                            1998           1994                79,503             100.0%                Kroger       
Garner Town Square                         1998           1998               221,576             100.0%                Kroger       
                                                                                                                                    
Glenwood Village                           1997           1983                42,864             100.0%            Harris Teeter    
Lake Pine Plaza                            1998           1997                87,691              94.4%                Kroger       
Maynard Crossing                           1998           1997               122,814              87.9%                Kroger       
Southpoint Crossing                        1998           1998               103,128              98.6%                Kroger       
Woodcroft                                  1996           1984                89,833             100.0%              Food Lion      

Winston-Salem
Kernersville Marketplace                   1998           1997                72,590              95.9%            Harris Teeter    
                                                                      ------------------    --------------

Subtotal/Weighted
Average(North Carolina)                                                    1,302,751              96.1%
----------------------------------------------------------------------------------------------------------

WASHINGTON

Seattle
Cascade Plaza                              1999           1999               217,817              91.1%               Safeway       
Inglewood Plaza                            1999           1985                17,253              94.4%                  --         
James Center                               1999           1999               140,510              91.3%              Fred Myer      
Lake Meridian                              1999           1989               165,210              89.5%              Fred Myer      
Pine Lake Village                          1999           1989               100,953             100.0%            Quality Foods    
Sammamish Highlands                        1999           1992               101,289             100.0%             Safeway (4)     
Seattle Fur Exchange (3)                   2000                               84,380             100.0%                  --         
South Point Plaza                          1999           1997               190,454             100.0%             Cost Cutters    
                                                                                                                                    
Southcenter                                1999           1990                58,282             100.0%                  --         
Thomas Lake                                1999           1998               103,872             100.0%             Albertson's     
                                                                      ------------------    --------------

Subtotal/Weighted
Average(Washington)                                                        1,180,020              95.8%
----------------------------------------------------------------------------------------------------------

COLORADO

Colorado Springs
Cheyenne Meadows                           1998           1998                89,893              97.7%             King Soopers    
Jackson Creek                              1998           1999                85,263             100.0%             King Soopers    
Woodmen Plaza (3),(5)                      1998           1998               104,755              92.0%             King Soopers    


COLORADO
Denver
Boulevard Center                           1999           1986                92,483              95.7%             Safeway (4)     
Buckley Square                             1999           1978               111,146             100.0%             King Soopers    
Leetsdale Marketplace                      1999           1993               119,916              98.7%               Safeway       
Littleton Square                           1999           1997                94,257              97.7%             King Soopers    
Lloyd King Center                          1998           1998                83,326             100.0%             King Soopers    
Redlands Marketplace (3)                   1999                               30,317              18.4%            Albertson's (4)  
Stroh Ranch                                1998           1998                86,432             100.0%             King Soopers    
                                                                      ------------------    --------------
Subtotal/Weighted
Average(Colorado)                                                            897,788              95.2%
                                                                      ------------------    --------------
OREGON

Portland
Cherry Park Market (Grmr)                  1997                              113,518              84.6%               Safeway       
Murrayhill Marketplace                     1999           1988               149,214              88.4%              Thriftway      
Port of Portland (3)                       2000           2000                67,240              85.3%             Albertson's     
Sherwood Crossroads (3)                    1999                               79,267              73.1%             Safeway (4)     
Sherwood Market Center                     1995                              124,256              98.1%             Albertson's     
Sunnside 205                               1999           1988                53,279              83.7%                  --         
Tannesbourne (3)                           2000           2000                46,876              64.8%                  --         
Walker Center                              1999           1987                89,624              97.4%                  --         
West Hills                                 1999           1998                53,579             100.0%                 QFC         
                                                                      ------------------    --------------
Subtotal/Weighted
Average(Oregon)                                                              776,853              87.7%

                                                                      ------------------    --------------
                                               10

<PAGE>

ALABAMA

Birmingham  
Villages of Trussville                     1993           1987                69,280              92.6%               Bruno's       
West County Marketplace                    1993           1987               129,155              98.5%             Food World (4)  

Montgomery
Country Club                               1993           1991                67,622              99.0%              Winn-Dixie     

Other Markets
Bonner's Point                             1993           1985                87,282             100.0%              Winn-Dixie     
Marketplace -                              1993           1987               162,723              98.3%              Winn-Dixie     
   Alexander City
                                                                      ------------------    --------------

Subtotal/Weighted
Average(Alabama)                                                             516,062              97.9%
                                                                      ------------------    --------------

ARIZONA

Phoenix
Carefree Marketplace (3)                   2000                               24,657               0.0%               Fry's (4)     
South Mountain (3)                         2000           2000                26,341              42.0%             Safeway (4)     
Stonebridge Center (3)                     2000           2000                30,387              19.1%             Safeway (4)     
The Provinces (3)                          2000           2000                34,330              27.2%             Safeway (4)     

Scottsdale
Paseo Village                              1999           1998                92,399              92.4%                 ABCO        
Pima Crossing                              1999           1996               238,330             100.0%               Basha's       

Tuscon
Vistoso Center (3)                         2000           2000                34,771              32.4%             Safeway (4)     
                                                                      ------------------    --------------

Subtotal/Weighted
Average(Arizona)                                                             481,215              75.1%
                                                                      ------------------    --------------

TENNESSEE

Nashville
Harpeth Village                            1997           1998                 70,091            100.0%             Albertson's     
Nashboro Village                           1998           1998                 86,811            100.0%                Kroger       
Northlake Village                          2000           1988                151,629             99.0%                Kroger       
Peartree Village                           1997           1997                114,795            100.0%            Harris Teeter    
                                                                      ------------------    --------------

Subtotal/Weighted
Average(Tennessee)                                                           423,326              99.6%
                                                                      ------------------    --------------


VIRGINIA

Other Virgina
Brookville Plaza                           1998           1991                63,664              92.5%                Kroger       
Statler Square                             1998           1996               133,660              96.3%                Kroger       

Washington D.C.
Ashburn Farm Market  (3)                   2000                               92,000              56.7%                Giant        
Chesire Station (3)                        2000           2000               108,300              54.1%               Safeway       
                                                                      ------------------    --------------

Subtotal/Weighted
Average(Virginia)                                                            397,624              75.0%
                                                                      ------------------    --------------

MISSOURI
Olde Towne Plaza (3),(5)                   2000                              286,547              77.0%                  --         
                                                                                                                                    
St. Ann  Square                            1998           1986                82,498              95.8%               National      
                                                                      ------------------    --------------

Subtotal/Weighted
Average(Missouri)                                                            369,045              81.2%
                                                                      ------------------    --------------

KENTUCKY
Franklin Square                            1998           1988               205,061              86.8%                Kroger       
                                                                                                                                    
Silverlake                                 1998           1988                99,286             100.0%                Kroger       
                                                                      ------------------    --------------

Subtotal/Weighted
Average(Kentucky)                                                            304,347              91.1%
                                                                      ------------------    --------------
                                                11


<PAGE>

MICHIGAN
Fenton Marketplace (3)                     1999                               97,126              87.1%             Farmer Jack     
Lakeshore                                  1998           1996                85,940              94.1%                Kroger       
Waterford                                  1998           1998                91,921              94.1%                Kroger       
                                                                      ------------------    --------------

Subtotal/Weighted
Average(Michigan)                                                            274,987              91.6%
                                                                      ------------------    --------------

MISSISSIPPI
Columbia Marketplace                       1993           1988               136,002              98.2%              Winn-Dixie     
Lucedale Marketplace                       1993           1989                49,059              96.3%              Delchamps      
                                                                      ------------------    --------------

Subtotal/Weighted
Average(Mississippi)                                                         185,061              97.7%
                                                                      ------------------    --------------

SOUTH CAROLINA
Merchants Village                          1997           1997                79,723              94.0%                Publix       
Queensborough (5)                          1998           1993                82,333             100.0%                Publix       
                                                                      ------------------    --------------

Subtotal/Weighted
Average(South Carolina)                                                      162,056              97.0%
----------------------------------------------------------------------------------------------------------

DELEWARE
Pike Creek                                 1998           1981               228,169              98.6%                 Acme        

ILLINOIS
Hinsdale Lake Commons                      1998           1986               178,601              86.4%              Dominick's     

New Jersey
Echelon Village Plaza (3)                  2000           2000                88,867              85.1%              Genuardi's     

WYOMING
Dell Range Road (3)(5)                     1999           1999                87,777              71.2%             King Soopers    
                                                                      ------------------    --------------

Total Weighted Average                                                    27,791,819              88.8%
==========================================================================================================
</TABLE>





<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, Blockbuster                  Radio Shack, Payless Shoes, Mailboxes      
Carriage Gate                                            TJ Maxx                         Brueggers Bagels, Bedfellows, Kinko's      
Courtyard                                                 Target                                           --                       
Ensley Square                                               --                         Radio Shack, Firehouse Subs, Amsouth Bank    
Fleming Island                                          Stein Mart                      Mail Boxes, Etc. ,Radio Shack, Hallmark     
Highlands Square (3)                                 Eckerd, Big Lots                  Hair Cuttery, Rent Way, Precision Printing   
Julington Village (3)                                       --                            Mailboxes, Etc., H&R Block, Hallmark      
Millhopper                                        Eckerd, Jo-Ann Fabrics              Book Gallery, Postal Svc., Chesapeake Bagel   
Newberry Square                                   Kmart, Jo-Ann Fabrics                  H & R Block, Cato Fashions, Olan Mills     
Ocala Corners (3)                                           --                                             --                       
Old St. Augustine Plaza                              Eckerd, Waccamaw                   Mail Boxes, Etc., Hallmark, Hair Cuttery    
Palm Harbour                                    Eckerd, Bealls, Blockbuster             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                                           Blockbuster                           Rent-A-Center, H&R Block, GNC          
                                                                                                                                    
Tampa / Orlando                                                                                                                     
Beneva Village Shops                          Walgreen's, Ross Dress for Less           Movie Gallery, GNC, Hallmark, H&R Block     
Bloomingdale Square                         Wal-Mart, Beall's, Blockbuster Video     Radio Shack, H&R Block, Hallmark, Ace Hardware 
Kings Crossing Sun City                                     --                       Hallmark, Mail Boxes Etc., Sally Beauty Supply 
Mainstreet Square                                       Walgreen's                    Rent-A-Center, Discount Auto Parts, Norwest   
Mariner's Village                                Walgreen's, Blockbuster                Supercuts. World Gym, Allstate Insurance    
Market Place - St. Petersburg                               --                       Mail Boxes, Etc., Republic Bank, Merle Norman  
Peachland Promenade                                         --                               Southern Video, Hallmark, GNC          
Regency Square                                         TJ Maxx, AMC                      Pak Mail, Lens Crafter, Jo-Ann Fabrics     
   at Brandon                                 Staples, Michaels, Marshalls            S&K Famous Brands, Shoe Carnival              


                                        12

<PAGE>

Seven Springs                                             Kmart                           State Farm, Vanity Hair, H & R Block      
Regency Village (3)                                         --                                                                      
Terrace Walk                                    CitiFinancial Mortage Co.                   Cici's Pizza, Norwest Financial         
Town Square (3)                                             --                                    Panera Bread, Alltel              
University Collections                           Eckerd, Jo-Anns Fabrics                   Hallmark, Dockside Imports, Kinkos       
Village Center-Tampa                        Walgreen's, Stein Mart, Blockbuster                 Hallmark, Mens Warehouse            
Willa Springs (3)                                           --                             Party Land, Hallmark, Radio Shack        
                                                                                                                                    
West Palm Beach /                                                                                                                   
Treasure Coast                                                                                                                      
Boynton Lakes Plaza                          Walgreen's, World Gym, Blockbuster       Hair Cuttery, Baskin Robbins, Dunkin Donuts   
Chasewood Plaza                                  Beall's, Books-A-Million                       Hallmark, GNC, Supercuts            
Chasewood Storage                                           --                                             --                       
East Port Plaza                              Walgreen's, Kmart, Sears Homelife               H & R Block, GNC, Subway, Cato         
Martin Downs Village Center                       Beall's, Coastal Care                 Payless Theater, Hallmark, Nations Bank     
Martin Downs Village Shoppes (3)                        Walgreen's                       Mailbox Plus, Allstate, Optical Outlet     
Ocean Breeze                                     Walgreen's, Coastal Care              Mail Box Plus, National Bank, World Travel   
Ocean East (5)                                 Medicine Shoppes,Coastal Care          Mail Boxes, Nations Bank, Royal Dry Cleaners  
Tequesta Shoppes                                            --                          Mail Boxes, Etc., Hallmark, Radio Shack     
Town Center at Martin Downs                                 --                          Mail Boxes, Health Exchange, Champs Hair    
Wellington Market Place                       Walgreen's, Wellington 8 Theater               Pak Mail, Subway, Papa John's          
Wellington Town Square                                    Eckerd                        Mail Boxes, State Farm, Coldwell Banker     
                                                                                                                                    
Miami / Ft. Lauderdale                                                                                                              
Aventura                                              Eckerd, Humana                    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                                                 --                                             --                       
Palm Trails Plaza                                           --                           Mail Boxes, Sal's Pizza, Personnel One     
Shoppes @ 104                                   Navarro Discount Pharmacies                   Mail Boxes Etc., GNC, Subway          
Shoppes of Pebblebrooke                                     --                                             --                       
Tamiami Trail                                      Eckerd, Blockbuster                  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     
                                                                                                                                    
Ft. Myers / Cape Coral                                                                                                              
Grande Oaks (3)                                             --                                             --                       
                                                                                                                                    
                                                                                                                                    
Subtotal/Weighted                                                                                                                   
Average(Florida)                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
CALIFORNIA                                                                                                                          
                                                                                                                                    
Los Angeles / SCA                                                                                                                   
Amerige Heights (3)                                      Target(4)                                          --                      
Bristol and Warner                                          --                         Banner Central, Hollywood Video, Domino's    
Campus Marketplace (3)                                 Sav-On Drugs                                                                 
Costa Verde                                     Petco, Bookstar, Blockbuster                US Post Office, Subway, Starbucks       
Crossroads Plaza                                            --                                             --                       
El Camino                                              Sav-On Drugs                   Kinkos, Bank of America, Subway, Radio Shack  
El Norte Parkway Plaza                                      --                       Our Fitness, Great Clips, Lens-4-Less Optical  
Friars Mission                                   Long's Drugs, Blockbuster           H&R Block, Mail Boxes Etc., Subway, Starbucks  
Garden Village (3)                                       Rite Aid                              Starbucks, Coldwell Banker           
Heritage Plaza                                   Sav-On Drugs, Ace Hardware            Bank of America, Hollywood Video, Hallmark   
Morningside Plaza                                           --                             Hallmark, Subway, Mail Boxes Etc.        
Newland Center                                              --                            Wells Fargo Bank, Kinko's, Starbucks      
Oakbrook Plaza                                         Long's Drugs                         Century 21, TCBY Yogurt, Subway         
Plaza de Hacienda                                           --                          Kragen Auto Parts, Taco Bell, Colortyme     
Plaza El Paseo (3),(5)                                       --                                             --                      
Plaza Hermosa                                    Sav-On Drugs, Blockbuster                 Hallmark, Mail Boxes Etc., R.S.V.P.      
Rona Plaza                                                  --                                Home Video, Acapulco Travel           
San Fernando Value Square                               Home Depot                                         --                       
Santa Ana Downtown Plaza                               Blockbuster                   Little Caesars Pizza, Payless Shoes, Taco Bell 
Twin Peaks                                                Target                          Starbucks, Subway, GNC, Clothestime       
Ventura Village                                        Blockbuster                          Papa Johns Pizza, Fantastic Sams        
Westlake Village Plaza                           Long's Drugs, Sav-On Drugs           Bank of America, Citibank, Blockbuster Video  
Woodman - Van Nuys                                          --                           Supercuts, H&R Block, Chief Auto Parts     
                                                                                                                                    
San Francisco / NCA                                                                                                                 
Blossom Valley                                         Long's Drugs                 US Post Office, Hallmark, Great Clips, Starbucks
Corral Hollow (3),(5)                                       --                                       Precision Cuts                 
Country Club                                     Long's Drugs, Blockbuster                       Subway, GNC, Starbucks             
Diablo Plaza                                    Long's Drugs, Jo-Ann Fabrics             Hallmark, Mail Boxes Etc., Clothestime     
El Cerrito Plaza (3)                             Long's Drugs, Woolworth               Bed, Bath & Beyond, Hallmark, Walden Books   
El Dorado Hills (3)                                    Long' Drugs                                         --                       
Encina Grande                                     Walgreens, Blockbuster                   Radio Shack, Mail Boxes, Applebees       
Loehmann's Plaza                                  Long's Drugs, Loehmann's               Starbucks, Hallmark, Blockbuster Video     
Prairie City Crossing (3)                                   --                                        Great Clips                   
San Leandro                                            Blockbuster                       Radio Shack, Hallmark, Mail Boxes Etc.     
Sequoia Station                                   Long's Drugs, Old Navy                  Starbucks, Dress Barn, Sees Candies       
                                              Barnes and Noble, The Wherehouse                                      

                                     13                  


<PAGE>

Strawflower Village                                    Long's Drugs                        Hallmark, Mail Boxes Etc., Subway        
Tassajara Crossing                               Long's Drugs, Ace Hardware                  Citibank, Hallmark, Petco, GNC         
The Promenade                                    Long's Drugs, Blockbuster            Bank of America, Mail Boxes Etc., True Value  
West Park Plaza                                   Rite Aid, Blockbuster                 Starbucks, Supercuts, Kragen Auto Parks     
Woodside Central                                 Marshalls, Discovery Zone                Hollywood Video, Pier 1 Imports, GNC      
                                                                                                                                    
                                                                                                                                    
Subtotal/Weighted                                                                                                                   
Average(California)                                                                                                                 
                                                                                                                                    
                                                                                                                                    
TEXAS                                                                                                                               
                                                                                                                                    
Austin                                                                                                                              
Hancock Center                               Sears, Old Navy, Petco, Mars Music            Hollywood Video, Radio Shack, GNC        
Market @ Round Rock                               Color Tile and Carpet                   Radio Shack, H&R Block, Merle Norman      
North Hills                                              Goodyear                         Hollywood Video, Clothestime, Subway      
                                                                                                                                    
Dallas / Ft. Worth                                                                                                                  
Arapaho Village                                             --                         H&R Block, Hallmark, GNC, Mail Boxes Etc.    
Bethany Lake                                           Blockbuster                    Lady of America, Mr. Parcel, Fantastic Sams   
Casa Linda Plaza                                 Eckerd, Petco, Blockbuster            Mail Boxes Etc, Hallmark, 24 Hour Fitness    
Cooper Street                                   Circuit City, Office Max,             Jo-Ann Fabrics, Mail Boxes Etc., State Farm   
                                                 Sears Homelife                                                                     
Creekside (5)                                               --                       Hollywood Video, CICI's Pizza, Lady of America 
Harwood Hills PH I & II                                     --                             Good Year, Sport Clips, Pac N Mail       
Hebron Park                                            Blockbuster                            Lady America, Hallmark, GNC           
Hillcrest Village                                      Blockbuster                                  American Airlines               
Keller Town Center (3)                                      --                            Sports Clips, Radio Shack, Starbucks      
Lebanon/Legacy Center (3)                                   --                                             --                       
MacArthur Park Phase I                                Pier I Imports                          Men's Warehouse, Sport Clips          
MacArthur Park Phase II (5)                   Linens 'N Things, Barnes & Noble          Gap, Hallmark, Great Clips, Marble Slab     
Market @ Preston Forest                                   Petco                               Nations Bank, Fantastic Sams          
Matlock (3)                                            Wal-Mart (4)                                        --                       
Mills Pointe                                           Blockbuster                      Hallmark, H&R Block, Subway, State Farm     
Mockingbird Commons                                         --                            State Farm, GNC, Starbucks, Hallmark      
                                                                                                                                    
TEXAS                                                                                                                               
Dallas / Ft. Worth (Continued)                                                                                                      
Northview Plaza                                        Blockbuster                             Merle Norman, Glamour Nails          
Ocotillo Center (3)                                         --                           State Farm, Mail Boxes Etc., Supercuts     
Preston Brook - Frisco                                      --                              Coldwell Banker, GNC, Supercuts         
Preston Park                                         Gap, Blockbuster                Bath & Body Works, Mail Boxes Etc., Starbucks  
                                             Culwell & Son, Williams Sonoma            Hallmark, Baby Gap, Wolf Camera              
Prestonwood (3)                                        Blockbuster                   Hallmark, Great Clips, Mail Boxes Etc., Subway 
Ridglea Plaza                                       Eckerd, Stein Mart                   Radio Shack, Mail Boxes Etc., Pro-Cuts     
Shiloh Springs (5)                                     Blockbuster                         GNC, Great Clips, Lady of America        
Southpark                                                 Bealls                            H&R Block, GNC, Mail Boxes Etc.         
Tarrant Pkwy Plaza (3)                                 Blockbuster                           Hallmark, Subway, Great Clips          
The Village                                                 --                          Famous Footwear, Hallmark, Boston Market    
Trophy Club (3)                                        Blockbuster                        Bank of America, Subway, Radio Shack      
Valley Ranch PH I, II & III                                 --                              Mail Boxes Etc., GNC, H&R Block         
Village Center - Southlake (5)                         Blockbuster                       Radio Shack, Papa Johns, Smoothie King     
                                                                                                                                    
Houston                                                                                                                             
Champions Forest                                          Eckerd                           Mail Boxes Etc., GNC, Sport Clips        
Fort Bend Market (3)                                        --                                       Mailbox Depot                  
                                                                                                                                    
                                                                                                                                    
Subtotal/Weighted                                                                                                                   
Average(Texas)                                                                                                                      
                                                                                                                                    
GEORGIA                                                                                                                             
                                                                                                                                    
Atlanta                                                                                                                             
Ashford Place                                         Pier 1 Imports                    Baskin Robbin, Mail Boxes, Merle Norman     
Briarcliff LaVista                                    Drug Emporium                                    Supercuts                    
Briarcliff Village                                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, Hancock Fabrics            First Union, Bellsouth Mobility         
Cumming 400                                              Big Lots                          Pizza Hut, Hair Cuttery, Autozone        
Delk Spectrum                                      Eckerd, Blockbuster                      Mail Boxes, Etc., GNC, Hallmark         
Dunwoody Hall (3)                                         Eckerd                             Texaco, Blimpie, Nations Bank          
Dunwoody Village                                            --                           Federal Express, Jiffy Lube, Hallmark      
Killian Hill Market (3)                                                             Papa Johns Pizza, Citifinancial, Tuesday Morning
Loehmann's Plaza                                    Eckerd, Loehmann's                     Mail Boxes, Etc., GNC, H & R Block       
Lovejoy Station                                        Blockbuster                            Subway, H&R Block, Supercuts          
Memorial Bend                                            TJ Maxx                      Hollywood Video, Pizza Hut, GNC, H & R Block  
Orchard Square (3)                                          --                          Mail Boxes Unlimited, State Farm, Remax     
Paces Ferry Plaza                                      Blockbuster                           Sherwin Williams, Nations Bank         
Powers Ferry Square                            CVS Drug, Pearl Arts & Crafts            Domino's Pizza, Dunkin Donuts, Supercuts    
Powers Ferry Village                                     CVS Drug                              Mail Boxes, Etc., Blimpies           
Rivermont Station                                 CVS Drug, Blockbuster                        Pak Mail, GNC, Wolf Camera           
Roswell Village                                    Eckerd, Blockbuster              Hallmark, Pizza Hut, Scholtzyky's, Act Hardware 
Russell Ridge                                          Blockbuster                         Pizza Hut, Pak Mail, Hallmark, GNC       
Sandy Plains Village                             Stein Mart, Blockbuster                   Hallmark, Mail Boxes Etc., Subway        
Sandy Springs Village                              Staples, Blockbuster                        Air Touch, Steinway Piano            
                                                                                                                                    
                                   14

<PAGE>

Other Markets                                                                                                                       
Evans Crossing                                   Olsen Tire, Blockbuster                   Subway, Hair Cuttery, Dollar Tree        
LaGrangeMarketplace                                       Eckerd                     Lee's Nails, It's Fashions, One Price Clothing 
Parkway Station                                             --                             H & R Block, Pizza Hut, Olan Mills       
                                                                                                                                    
                                                                                                                                    
Subtotal/Weighted                                                                                                                   
Average(Georgia)                                                                                                                    
                                                                                                                                    
                                                                                                                                    
OHIO                                                                                                                                
                                                                                                                                    
Cincinnati                                                                                                                          
Beckett Commons                                         Stein Mart                           Mail Boxes, Etc., Subway, GNC          
Cherry Grove                                 CVS Drug, TJ Maxx, Hancock Fabric             GNC, Hallmark, Sally Beauty Supply       
Hyde Park Plaza                              Walgreen's, Michaels, Blockbuster             Radio Shack, H&R Block, Hallmark,        
                                            Barnes & Noble, Old Navy                     Jo-Ann Fabric, US Post Office, Kinkos      
Shoppes at Mason                                       Blockbuster                         Mail Boxes Etc., GNC, Great Clips        
Westchester Plaza                                           --                                   Pizza Hut, Subway, GNC             
                                                                                                                                    
Columbus                                                                                                                            
East Pointe                                       Goodyear, Blockbuster                    Mail Boxes, Etc., Hallmark, Subway       
Hampstead Village (3)                                  Blockbuster                       Great Clips, Mail Boxes Etc., Blimpies     
Kingsdale (3)                                      Stein Mart, Goodyear                  Hallmark, Jenny Craig, Famous Footware     
North Gate/(Maxtown)                                        --                                 Hallmark, GNC, Great Clips           
                                                                                                                                    
                                                                                                                                    
OHIO                                                                                                                                
Columbus (continued)                                                                                                                
Park Place                                             Blockbuster                         Mail Boxes Etc., Domino's, Subway        
Windmiller Plaza                                      Sears Hardware                    Radio Shack, Sears Optical, Great Clips     
Worthington                                       CVS Drug, Blockbuster                  Little Caesar's, Hallmark, Radio Shack     
                                                                                                                                    
Toledo                                                                                                                              
Cherry Street Center (3)                                    --                                             --                       
------------------------------------                                                                                                
                                                                                                                                    
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, Blockbuster, Piece Goods         Party City, Radio Shack, Chuck E Cheese's    
City View                                        CVS Drug, Public Library                      Bellsouth, Willie's Music            
Union Square                                      CVS Drug, Blockbuster                Mail Boxes, Etc., Subway, TCBY, Rack Room    
                                                  Consolidated Theatres                                                             
Greensboro                                                                                                                          
Sedgefield Village (3)                                      --                                             --                       
                                                                                                                                    
Raleigh / Durham                                                                                                                    
Bent Tree Plaza                                             --                          Pizza Hut, Manhattan Bagel, Parcel Plus     
Garner Town Square                          Target (4), Office Max, Blockbuster            Sears Optical, Friedman's Jewelers       
                                            Petsmart, United Artists                     H & R Block, Shoe Carnival, Dress Barn     
Glenwood Village                                    Glenwood Pharmacy                       Domino's Pizza, Simple Pleasures        
Lake Pine Plaza                                        Blockbuster                           H & R Block, GNC, Great Clips          
Maynard Crossing                                       Blockbuster                          Mail Boxes, Etc., GNC, Hallmark         
Southpoint Crossing                                    Blockbuster                       Wolf Camera, GNC, H&R Block, Hallmark      
Woodcroft                                               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                                Long's Drugs, Ross Dress for Less      Bally Total Fitness, JoAnn Fabrics, Fashion Bug 
Inglewood Plaza                                        Radio Shack                                Subway, Great Clips               
James Center                                             Rite Aid                         Kinko's, Hollywood Video, U.S. Bank       
Lake Meridian                                  Bartell Drugs, 24 Hour Fitness                  Mail Boxes Etc., Starbucks           
Pine Lake Village                                 Rite Aid, Blockbuster                   Starbucks, Mail Post, Baskin Robbins      
Sammamish Highlands                             Bartell Drugs, Ace Hardware            Hollywood Video, Starbucks, GNC, H&R Block   
Seattle Fur Exchange (3)                            Bed, Bath & Beyond                        The Oak Mill, Guitar Center           
South Point Plaza                                Rite Aid, Office Depot,                  Outback Steakhouse, Mail Boxes Etc.       
                                                    Pep Boys                                                                        
                                   15     

<PAGE>

Southcenter                                             Target (4)                         GTE Wireless, Supercuts, Starbucks       
Thomas Lake                                       Rite Aid, Blockbuster                           Great Clips, Subway               
                                                                                                                                    
                                                                                                                                    
Subtotal/Weighted                                                                                                                   
Average(Washington)                                                                                                                 
------------------------------------                                                                                                
                                                                                                                                    
COLORADO                                                                                                                            
                                                                                                                                    
Colorado Springs                                                                                                                    
Cheyenne Meadows                                            --                            Hallmark, Nail Center, Cost Cutters       
Jackson Creek                                               --                                   Cost Cutters, Pak Mail             
Woodmen Plaza (3),(5)                                       --                         Hallmark, GNC, Mail Boxes Etc., H&R Block    
                                                                                                                                    
                                                                                                                                    
COLORADO                                                                                                                            
Denver                                                                                                                              
Boulevard Center                                     One Hour Optical                   Bennigans, Great Clips, Mail Boxes Etc.     
Buckley Square                                     True Value Hardware                    Hollywood Video, Radio Shack, Subway      
Leetsdale Marketplace                                  Blockbuster                       Radio Shack, GNC, Checkers Auto Parts      
Littleton Square                                  Walgreens, Blockbuster             Hallmark, H&R Block, Radio Shack, Great Clips  
Lloyd King Center                                           --                             GNC, Cost Cutters, Hollywood Video       
Redlands Marketplace (3)                                    --                                        Great Clips                   
Stroh Ranch                                                 --                         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, Great Clips, Allstate        
Port of Portland (3)                                        --                                             --                       
Sherwood Crossroads (3)                                     --                                   Great Clips, Starbucks             
Sherwood Market Center                                      --                             Hallmark, Blimpies, GNC, Supercuts       
Sunnside 205                                                --                             Kinko's, State Farm, Coffee Bistro       
Tannesbourne (3)                                    Bed, Bath & Beyond                                 Party City                   
Walker Center                                     Sportmart, Blockbuster                              Postal Annex                  
West Hills                                             Blockbuster                       GNC, Starbucks, Great Clips, State Farm    
                                                                                                                                    
                                                                                                                                    
Subtotal/Weighted                                                                                                                   
Average(Oregon)                                                                                                                     
                                                                                                                                    
                                                                                                                                    
ALABAMA                                                                                                                             
                                                                                                                                    
Birmingham                                                                                                                          
Villages of Trussville                                   CVS Drug                      Movie Gallery, Cellular One, Mattress Max    
West County Marketplace                             Rite Aid, Wal-Mart                  Domino's Pizza, GNC, Cato, Payless Shoes    
                                                                                                                                    
Montgomery                                                                                                                          
Country Club                                             Rite Aid                       Radio Shack, Subway, Premiere Video, GNC    
                                                                                                                                    
Other Markets                                                                                                                       
Bonner's Point                                           Wal-Mart                     Subway, Domino's Pizza, Cato, Movie Gallery   
Marketplace -                                Wal-Mart, Goody's Family Clothing              Domino's Pizza, Subway, Hallmark        
   Alexander City                                                                                                                   
                                                                                                                                    
                                                                                                                                    
Subtotal/Weighted                                                                                                                   
Average(Alabama)                                                                                                                    
                                                                                                                                    
                                                                                                                                    
ARIZONA                                                                                                                             
                                                                                                                                    
Phoenix                                                                                                                             
Carefree Marketplace (3)                                     --                                             --                      
South Mountain (3)                                          --                                       Fashion Avenue                 
Stonebridge Center (3)                                      --                                   Cost Cutters, Post Net             
The Provinces (3)                                           --                           Supercuts, L.A. Nails, New York Bagels     
                                                                                                                                    
Scottsdale                                                                                                                          
Paseo Village                                     Walgreens, Blockbuster                       Domino's Pizza, McDonalds            
Pima Crossing                                    Stein Mart, Blockbuster                Pier 1 Imports, Bally Total Fitness, GNC    
                                                                                                                                    
Tuscon                                                                                                                              
Vistoso Center (3)                                          --                          Lady of America, L.A. Nails, State Farm     
                                                                                                                                    
                                                                                                                                    
Subtotal/Weighted                                                                                                                   
Average(Arizona)                                                                                                                    
                                                                                                                                    
                                        16                                                                                        

<PAGE>

TENNESSEE                                                                                                                           
                                                                                                                                    
Nashville                                                                                                                           
Harpeth Village                                        Blockbuster                  Mail Boxes, Etc., Heritage Cleaners, Great Clips
Nashboro Village                                            --                          Hallmark, Fantastic Sams, Cellular Sales    
Northlake Village                                        CVS Drug                              Petco, Franks Nursery, GNC           
Peartree Village                                    Eckerd, Office Max                   Hollywood Video, AAA Auto, Royal Thai      
                                                                                                                                    
                                                                                                                                    
Subtotal/Weighted                                                                                                                   
Average(Tennessee)                                                                                                                  
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
VIRGINIA                                                                                                                            
                                                                                                                                    
Other Virgina                                                                                                                       
Brookville Plaza                                            --                          H&R Block, Cost Cutters, Liberty Mutual     
Statler Square                                      CVS Drug, Staples                     Hallmark, H & R Block, Hair Cuttery       
                                                                                                                                    
Washington D.C.                                                                                                                     
Ashburn Farm Market  (3)                                    --                                             --                       
Chesire Station (3)                                         --                            Hair Cuttery, Petco Animal Supplies       
                                                                                                                                    
                                                                                                                                    
Subtotal/Weighted                                                                                                                   
Average(Virginia)                                                                                                                   
                                                                                                                                    
                                                                                                                                    
MISSOURI                                                                                                                            
Olde Towne Plaza (3),(5)                            Stein Mart, Lowes,                                     --                       
                                                   Marshalls, Homegoods                                                             
St. Ann  Square                                    Bally Total Fitness                 Great Clips, US Navy, US Marines, US Army    
                                                                                                                                    
                                                                                                                                    
Subtotal/Weighted                                                                                                                   
Average(Missouri)                                                                                                                   
                                                                                                                                    
                                                                                                                                    
KENTUCKY                                                                                                                            
Franklin Square                              Rite Aid, JC Penney, Office Depot          Mail Boxes, Baskin Robbins, Kay Jewelers    
                                                                                            Hallmark, Radio Shack                   
Silverlake                                             Blockbuster                        Radio Shack, H&R Block, Great Clips       
                                                                                                                                    
                                                                                                                                    
Subtotal/Weighted                                                                                                                   
Average(Kentucky)                                                                                                                   
                                                                                                                                    
                                                                                                                                    
MICHIGAN                                                                                                                            
Fenton Marketplace (3)                            Blockbuster, Micheals                                Supercuts                    
Lakeshore                                                Rite Aid                           Hallmark, Subway, Baskin Robbins        
Waterford                                                   --                           Supercuts, Hollywood Video, Starbucks      
                                                                                                                                    
                                                                                                                                    
Subtotal/Weighted                                                                                                                   
Average(Michigan)                                                                                                                   
                                                                                                                                    
                                          17                                                                                        

<PAGE>

MISSISSIPPI                                                                                                                         
Columbia Marketplace                                   Wal-Mart (4)                      GNC, Radio Shack, Cato, Movie Gallery      
Lucedale Marketplace                          Edwards Discount Drugs, Wal-Mart               Subway, Cato, Byrd's Cleaners          
                                                                                                                                    
                                                                                                                                    
Subtotal/Weighted                                                                                                                   
Average(Mississippi)                                                                                                                
                                                                                                                                    
                                                                                                                                    
SOUTH CAROLINA                                                                                                                      
Merchants Village                                     Firestone Tire                    Mail Boxes Etc., Hair Cuttery, Hallmark     
Queensborough (5)                                      Pet Emporium                      Mail Boxes, Etc., Supercuts, Pizza Hut     
                                                                                                                                    
                                                                                                                                    
Subtotal/Weighted                                                                                                                   
Average(South Carolina)                                                                                                             
------------------------------------                                                                                                
                                                                                                                                    
DELAWARE                                                                                                                            
Pike Creek                                            Eckerd, K-mart                          Radio Shack, H&R Block, TCBY          
                                                                                                                                    
ILLINOIS                                                                                                                            
Hinsdale Lake Commons                            Ace Hardware, Blockbuster               Hallmark, Mail Boxes Etc., Fannie Mae      
                                                                                                                                    
New Jersey                                                                                                                          
Echelon Village Plaza (3)                                   --                                Dunkin Donuts, Hair Cuttery           
                                                                                                                                    
WYOMING                                                                                                                             
Dell Range Road (3)(5)                                      --                                   Great Clips, Hallmark              
                                                                                                                                    
                                                                                                                                    
Total Weighted Average                                                                                                              
</TABLE>


--------------------------------------------------------------------            
                                                                                
(1)     Or latest renovation                                                    
(2)     Includes development properties.  If development properties are 
        excluded, the total percentage leased would be 95.3% for Company 
        shopping centers.                                                       
(3)     Property under development or redevelopment.                            
(4)     Tenant owns its own building.                                           
(5)     Owned by a partnership with outside investors in which the Partnership 
        or an affiliate is the general partner.             
                                                                              
                                   18


<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 2000.


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 2000 and
1999.

<TABLE>
<CAPTION>

                                     2000                                    1999
                      -----------------------------------    -------------------------------------
                                                 Cash                                     Cash
    Quarter              High        Low      Dividends         High          Low      Dividends
     Ended              Price       Price      Declared         Price        Price      Declared
 ------------        ----------   ---------  ------------    ----------    --------   -----------
<S>                <C>             <C>           <C>           <C>          <C>           <C>


March 31           $   20.9375     18.3125       .48           23.1250      18.7500       .46
June 30                23.7500     19.2500       .48           22.5000      19.0000       .46
September 30           24.0000     21.2500       .48           22.1250      19.8750       .46
December 31            24.0625     20.7500       .48           20.8125      18.7500       .46

</TABLE>

                                             19

<PAGE>


        Regency  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,   Regency'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.  Regency  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 Regency.
Distributions  by Regency 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,  Regency  must make
annual  distributions  to  stockholders  of at least 95% of its taxable  income.
Under certain circumstances,  which management does not expect to occur, Regency
could  be  required  to make  distributions  in  excess  of cash  available  for
distributions in order to meet such  requirements.  Regency currently  maintains
the Regency Centers  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.

        Under the loan  agreement  with the lenders of Regency'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 in Regency's  consolidated  financial statements.
Also, in the event of any monetary default,  Regency will not make distributions
to stockholders.

        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.

        In May and September 2000, Regency issued $70 million and $24 million of
8.75%  Series  E  and  Series  F  Cumulative  Redeemable  Preferred  Units  (the
"Preferred  Units"),   respectively.  The  issues  were  sold  to  institutional
investors in private placements for $100.00 per unit. The Preferred Units, which
may be called by the  Partnership  at par on or after  May and  September,  2005
respectively,  have  no  stated  maturity  or  mandatory  redemption,  and pay a
cumulative, quarterly dividend at an annualized rate of 8.75%. At any time after
10 years from the date of issuance,  the  Preferred  Units may be exchanged  for
8.75% Cumulative  Redeemable  Preferred Stock ("Preferred Stock") at an exchange
rate of one share for one unit.  The Preferred  Units and the related  Preferred
Stock are not  convertible  into common  stock of Regency.  The net  proceeds of
these  offerings  were used to reduce the Line. In 1999,  Regency issued similar
preferred  units in several series in the amount of $210 million with an average
fixed  distribution rate of 8.93%. At December 31, 2000, the face value of total
preferred units issued was $384 million with an average fixed  distribution rate
of 8.72% vs. $290 million with an average  fixed  distribution  rate of 8.71% at
December 31, 1999.

        During 1998, Regency acquired 43 shopping centers and joint ventures for
a total  investment of $384.3 million.  On June 30, 2000,  Regency  acquired the
non-owned  portion of five of the joint ventures for $4.4 million  consisting of
cash, common stock and Units.


                                        20

<PAGE>



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,  2000,  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.


<TABLE>

<CAPTION>
                                                2000        1999        1998        1997       1996
                                                ----        ----        ----        ----       ----
<S>                                         <C>          <C>         <C>          <C>        <C>    


Operating Data:
Revenues:
  Rental revenues                           $   331,218    278,960     130,487      88,855      43,433
  Service operations revenue                     27,226     18,239      11,863       8,448       3,444
  Equity in income of investments
    in real estate partnerships                   3,139      4,688         946          33          70
                                              ----------  ---------   ---------   ---------  ----------
      Total revenues                            361,583    301,887     143,296      97,336      46,947
                                              ----------  ---------   ---------   ---------  ----------

Operating expenses:
  Operating, maintenance and real
     estate taxes                                82,296     67,457      30,844      22,904      12,065
  General and administrative and other           
    expenses                                     21,870     19,747      15,064       9,964       6,048
  Depreciation and amortization                  59,430     48,612      25,046      16,303       8,059
                                              ----------  ---------   ---------  ----------  ----------
                                              
     Total operating expenses                   163,596    135,816      70,954      49,171      26,172
                                              ----------  ---------   ---------   ---------  ----------

Interest expense, net of interest income         67,163     57,870      26,829      18,667      10,811
                                              ----------  ---------   ---------   ---------  ----------
 Income before minority interests, gain and
    provision on real estate investments        130,824    108,201      45,513      29,498       9,964

Gain (loss) on sale of operating properties       4,507      (233)      10,726         451           -
Provision for loss on operating properties                                                   
    held for sale                               (12,995)        -            -           -           -
                                              ----------  ---------   ---------   ---------  ----------

     Income before minority interests           122,336    107,968      56,239      29,948       9,964

Minority interest preferred unit               
    distribution                                (29,601)   (12,368)     (3,359)          -           -
Minority interest of exchangeable
    partnership units                            (2,492)    (2,898)     (1,826)     (2,042)          -
Minority interest of limited partners            (2,632)    (2,856)       (464)       (505)          -
                                              ----------  ---------   ---------   ---------  ----------
     Net income                                  87,611     89,846      50,590      27,402       9,964
Preferred stock dividends                        (2,817)    (2,245)          -           -          58
                                              ----------  ---------   ---------   ---------  ----------
                                              
     Net income for common                  
stockholders                                $    84,794     87,601      50,590      27,402       9,906
                                              ==========  =========   =========   =========  ==========
Earnings per share:
     Basic                                  $      1.49       1.61        1.80        1.28        0.82
                                              ==========  =========   =========   =========  ==========

     Diluted                                $      1.49       1.61        1.75        1.23        0.82
                                              ==========  =========   =========   =========  ==========

Other Data:
  Common stock outstanding                       56,898     56,924      25,489      23,992      13,590
  Common Units, preferred stock and Class 
    B common stock outstanding                    3,150      3,565       4,337       3,550          29
  Company owned gross leasable area              27,792     24,769      14,652       9,981       5,512
  Number of properties (at end of period)           242        216         129          89          50
  Ratio of earnings to fixed charges                1.7        1.9         2.1         2.3         1.8
  Common dividends per share                $      0.48       0.46        0.44        0.42       0.405
Balance Sheet Data:
  Real estate investments at cost           $ 2,943,627  2,636,193   1,250,332     833,402     393,403
  Total assets                                3,035,144  2,654,936   1,240,107     826,849     386,524
  Total debt                                  1,307,072  1,011,967     548,126     278,050     171,607
  Stockholders' equity                        1,225,415  1,247,249     550,741     513,627     206,726

</TABLE>


                                        21

<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
Centers Corporation ("Regency" or "Company") appearing elsewhere within.

Organization

        Regency is a qualified real estate investment trust ("REIT") which began
operations  in 1993.  Regency had  previously  operated  under the name  Regency
Realty  Corporation,  but changed  its name to Regency  Centers  Corporation  in
February 2001 to more  appropriately  acknowledge  its brand and position in the
shopping center industry. Regency invests in retail shopping centers through its
partnership interest in Regency Centers, L.P., ("RCLP") an operating partnership
in which Regency  currently owns  approximately  98% of the  outstanding  common
partnership  units  ("Units").  The  acquisition,  development,  operations  and
financing activity of Regency including the issuance of Units or preferred units
is executed by RCLP.

Shopping Center Business

         Regency is a national owner, operator and developer of grocery-anchored
neighborhood  retail shopping centers.  Regency's shopping centers summarized by
state and in order by largest  holdings  including  their gross  leasable  areas
(GLA) follows:

<TABLE>

<CAPTION>

                               December 31, 2000                      December 31, 1999
                               -----------------                      -----------------
  Location           # Properties    GLA     % Leased     # Properties      GLA      % Leased
                     ------------   -----    --------     ------------    --------  -----------  
  <S>                <C>          <C>          <C>           <C>          <C>         <C>
   
  Florida                53         6,535,088     92.8%          48        5,909,534    91.7%
  California             39         4,922,329     98.3%          36        3,858,628    98.2%
  Texas                  34         4,165,857     94.2%          29        3,849,549    94.2%
  Georgia                26         2,553,041     95.4%          27        2,716,763    92.3%
  Ohio                   13         1,760,955     97.0%          14        1,923,100    98.1%
  North Carolina         13         1,302,751     97.4%          12        1,241,639    97.9%
  Washington             10         1,180,020     95.5%           9        1,066,962    98.1%
  Colorado               10           897,788     97.9%          10          903,502    98.0%
  Oregon                  9           776,853     91.7%           7          616,070    94.2%
  Alabama                 5           516,062     97.9%           5          516,061    99.5%
  Arizona                 7           481,215     97.9%           2          326,984    99.7%
  Tennessee               4           423,326     99.6%           3          271,697    98.9%
  Virginia                4           397,624     95.1%           2          197,324    96.1%
  Missouri                2           369,045     95.8%           1           82,498    95.8%
  Kentucky                2           304,347     91.1%           1          205,061    91.8%
  Michigan                3           274,987     94.1%           3          250,655    98.7%
  Delaware                1           228,169     98.6%           1          232,754    96.3%
  Mississippi             2           185,061     97.7%           2          185,061    96.6%
  Illinois                1           178,601     86.4%           1          178,600    85.9%
  South Carolina          2           162,056     97.0%           2          162,056    98.8%
  New Jersey              1            88,867        -            -                -       -
  Wyoming                 1            87,777        -            1           75,000       -
                     ------------ ------------ ------------- ------------ ----------- -----------
      Total             242        27,791,819     95.3%         216       24,769,498    95.0%
                     ============ ============ ============= ============ =========== ===========

</TABLE>


         * Excludes pre-stabilized properties under development

         Regency  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.  Regency's  current  investment
markets have  continued  to offer stable  economies,  and  accordingly,  Regency
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.
               
                                        22

<PAGE>

        The  following  table   summarizes  the  four  largest  grocery  tenants
        occupying Regency's shopping centers at December 31, 2000:

<TABLE>
<CAPTION>

         Grocery          Number of        % of      % of Annualized  Average Remaining
         Anchor           Stores (a)    Total GLA     Base Rent (b)       Lease Term
         -------          ----------    ---------     -------------       ----------
         <S>                 <C>         <C>             <C>              <C>             
         Kroger              57          11.8%           10.39%           17 years
         Publix              43           7.0%            5.07%           13 years
         Safeway             41           5.3%            4.69%           13 years
         Albertsons          21           2.5%            2.21%           14 years
</TABLE>



(a)     Includes tenant owned stores
(b)     Includes properties owned through joint ventures


Acquisition and Development of Shopping Centers

        Regency  has  implemented  a growth  strategy  dedicated  to  developing
high-quality  shopping  centers.  This development  process can require 12 to 36
months from initial land or redevelopment  acquisition through  construction and
lease-up  and finally  stabilized  income,  depending  upon the size and type of
project.  Generally,  anchor  tenants  begin  operating  their  stores  prior to
construction completion of the entire center,  resulting in rental income during
the  development  phase.  At December  31, 2000,  Regency had 56 projects  under
construction or undergoing major renovations, which when complete will represent
an  investment  of $644.4  million.  Total  cost  necessary  to  complete  these
developments  is  estimated  to be $311.5  million and will be expended  through
2002. These developments are approximately 52% complete and over 50% pre-leased.

        On August  3,  2000,  Regency  acquired  the  non-owned  portion  of two
properties in one joint venture for $2.5 million in cash.  The net assets of the
joint  venture  were  and  continue  to be  consolidated  by  Regency.  Prior to
acquiring  the  non-owned  portion,  the joint  venture  partner's  interest was
reflected  as  limited  partners'  interest  in  consolidated   partnerships  in
Regency's financial statements.

        On June  30,  2000,  Regency  acquired  the  non-owned  portion  of nine
properties  in five joint  ventures,  previously  accounted for using the equity
method,  for $4.4  million  consisting  of cash,  common  stock and Units.  As a
result,  these joint  ventures are wholly owned by Regency and are  consolidated
for financial reporting purposes as of the date of the acquisition.

        On February 28, 1999,  Regency acquired Pacific Retail Trust ("Pacific")
for approximately  $1.157 billion.  At the date of the acquisition,  Pacific was
operating or had under  development 71 retail shopping centers  representing 8.4
million SF of gross leaseable area.  During 1998,  Regency  acquired 43 shopping
centers and joint  ventures  for a total  investment  of $384.3  million  ("1998
Acquisitions")  excluding  contingent  consideration.  During 2000 and 1999, the
Company   paid   contingent   consideration   of  $5  million  and  $9  million,
respectively,  related  to  the  1998  Acquisitions.  No  additional  contingent
consideration is due related to any acquisitions of the Company.


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 $178.5  million and $151.3  million for the years
ended  December  31,  2000 and  1999,  respectively.  Regency  incurred  capital
expenditures   of  $19.1  million  and  $21.5  million  during  2000  and  1999,
respectively. Regency paid scheduled principal payments of $6.2 million and $6.1
million  during  2000  and  1999,  respectively.   Regency  paid  dividends  and
distributions  of  $145.1  million  and  $113.1  million  during  2000 and 1999,
respectively, to its share and Unit holders.

        Management expects to meet long-term liquidity requirements for maturing
debt,  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 private and public markets.  Net cash used
in investing  activities  was $335.3  million and $216.6 million during 2000 and
1999,  respectively,  primarily for the purposes discussed under Acquisition and
Development of Shopping Centers.  Net cash provided by financing  activities was
$203.6 million and $99.5 million during 2000 and 1999,  respectively,  primarily
related to proceeds from the preferred unit and debt offerings  completed during
2000 and 1999 further discussed below.

                                        23

<PAGE>

        During  1999,  the  Board of  Directors  authorized  the  repurchase  of
approximately $65 million of Regency's  outstanding shares through periodic open
market  transactions or privately  negotiated  transactions.  At March 31, 2000,
Regency had completed the program by purchasing 3.25 million shares.

        Regency's outstanding debt at December 31, 2000 and 1999 consists of the
following (in thousands):

                                                        2000         1999
      Notes Payable:
          Fixed rate mortgage loans               $      270,491      382,715
          Variable rate mortgage loans                    40,640       11,376
          Fixed rate unsecured loans                     529,941      370,696
                                                     ------------ ------------
                Total notes payable                      841,072      764,787
      Unsecured line of credit                           466,000      247,179
                                                     ------------ ------------
               Total                              $    1,307,072    1,011,966
                                                     ============ ============

       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 9.5%.

        During 2000,  Regency modified the terms of its unsecured line of credit
(the "Line") by reducing the  commitment to $625 million and extending the term.
The Line  matures in March  2002,  but may be  extended  annually  for  one-year
periods.  Borrowings  under the Line bear  interest at a variable  rate based on
LIBOR plus 1% (7.875% at  December  31,  2000)  compared  to LIBOR plus a 1.075%
spread (7.575% at December 31, 1999), which is dependent on Regency  maintaining
its investment grade rating.  Regency is required to comply and is in compliance
with certain financial and other covenants customary with this type of unsecured
financing. The Line is used primarily to finance the acquisition and development
of real estate, but is also available for general working capital purposes.

        Subsequent  to December  31,  2000,  Regency  paid down the Line by $265
million  from the  proceeds  of an  unsecured  debt  offering  for $220  million
completed  on  January  22,  2001,  and from the  proceeds  from the sale of two
shopping centers to Columbia Regency Retail Partners, LLC ("Columbia") completed
on December 31, 2000.  Regency currently owns 10% of Columbia with the remaining
90% owned by Columbia  PERFCO  Partners,  L.P.,  an affiliate  of Oregon  Public
Employees  Retirement Fund.  Regency intends to sell three  additional  shopping
centers to Columbia during 2001 upon completion of development.

        On December 15, 2000,  Regency  completed a $10 million  unsecured  debt
offering  with an interest rate of 8.0%.  The notes were priced at 99.375%,  and
are due on December  15,  2010.  On August 29,  2000,  Regency  completed a $150
million  unsecured debt offering with an interest rate of 8.45%.  The notes were
priced at 99.819%,  and are due on September 1, 2010. On April 15, 1999, Regency
completed  $250 million of unsecured  debt offerings with interest rates of 7.4%
to 7.75% due April 1, 2009.  The net  proceeds of these  offerings  were used to
reduce the balance of the Line.

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

        In May and September 2000, Regency issued $70 million and $24 million of
8.75%  Series  E  and  Series  F  Cumulative  Redeemable  Preferred  Units  (the
"Preferred  Units"),   respectively.  The  issues  were  sold  to  institutional
investors in private placements for $100.00 per unit. The Preferred Units, which
may be called by the  Partnership  at par on or after  May and  September,  2005
respectively,  have  no  stated  maturity  or  mandatory  redemption,  and pay a
cumulative, quarterly dividend at an annualized rate of 8.75%. At any time after
10 years from the date of issuance,  the  Preferred  Units may be exchanged  for
8.75% Cumulative  Redeemable  Preferred Stock ("Preferred Stock") at an exchange
rate of one share for one unit.  The Preferred  Units and the related  Preferred
Stock are not  convertible  into common  stock of Regency.  The net  proceeds of
these  offerings  were used to reduce the Line. In 1999,  Regency issued similar
preferred  units in several series in the amount of $210 million with an average
fixed  distribution rate of 8.93%. At December 31, 2000, the face value of total
preferred units issued was $384 million with an average fixed  distribution rate
of 8.72% vs. $290 million with an average  fixed  distribution  rate of 8.71% at
December 31, 1999.

                                        24

<PAGE>

        As of December 31, 2000, 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
    --------------------------          ------------ ----------- -------------

    2001                              $        5,413      67,676        73,089
    2002 (includes the Line)                   4,719     510,084       514,803
    2003                                       4,691      23,299        27,990
    2004                                       5,066     199,897       204,963
    2005                                       3,883     148,031       151,914
    Beyond 5 Years                            32,016     292,490       324,506
    Unamortized debt premiums                      -       9,807         9,807
                                         ------------ ----------- -------------
         Total                        $       55,788   1,251,284     1,307,072
                                         ============ =========== =============

        Unconsolidated  partnerships  and  joint  ventures  had  mortgage  loans
payable of $14.3 million at December 31, 2000, and Regency's proportionate share
of these loans was $5.9 million.

        Regency believes it qualifies and intends to qualify as a REIT under the
Internal Revenue Code. As a REIT, Regency 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 Regency 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.

        Regency's real estate portfolio has grown substantially during 2000 as a
result of the development  activity discussed above. Regency 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. Regency 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 acquisition
and development activities are discretionary in nature, they are not expected to
burden   Regency's   capital   resources   currently   available  for  liquidity
requirements. Regency expects that cash provided by operating activities, unused
amounts  available  under the  Line,  and cash  reserves  are  adequate  to meet
liquidity requirements.

Results from Operations

Comparison 2000 to 1999

        Revenues  increased  $59.7 million or 20% to $361.6 million in 2000. The
increase was due primarily to the Pacific  acquisition which did not occur until
February  28,  1999,  revenues  from  newly  completed  developments  that  only
partially  operated  during 1999,  and from growth in rental rates and occupancy
levels at the operating properties. Minimum rent increased $38.2 million or 18%,
and  recoveries  from tenants  increased  $13.8  million or 25%. At December 31,
2000,  Regency  was  operating  or  developing  242  shopping  centers.  Regency
identifies its shopping centers as either  development  properties or stabilized
properties.  Development  properties  are defined as properties  that are in the
construction  and  initial  lease-up  process  that are not yet 93%  leased  and
occupied.   Stabilized   properties   are  all   properties  not  identified  as
development.  At December 31, 2000, Regency had 194 stabilized  shopping centers
that were 95.3%  leased.  At December  31,  1999,  these  properties  were 94.2%
leased.  In 2000,  rental  rates grew by 8% from  renewal  leases and new leases
replacing previously occupied spaces in the stabilized properties.

        Service  operations  revenue  includes fees earned in Regency's  service
operations  segment which includes property  management and leasing  commissions
earned  from third  parties,  and  development  profits  earned from the sale of
shopping centers, build to suit properties,  and land to third parties.  Service
operations  revenue  increased by $9.0 million to $27.2 million in 2000, or 49%.
The  increase  was  primarily  due to a $11.1  million  increase in  development
profits offset by a $2.1 million  reduction in property  management fees. During
2000 Regency  continued to reduce the portfolio of properties  managed for third
party owners.

        Operating  expenses  increased $27.8 million or 20% to $163.6 million in
2000. Combined operating and maintenance,  and real estate taxes increased $14.8
million or 22% during 2000 to $82.3  million.  The increase was primarily due to
the Pacific acquisition,  expenses incurred by newly completed developments that
only partially operated during 1999, and general increases in operating expenses
on the stabilized  properties.  General and  administrative  expenses were $19.9
million  during  2000 vs.  $19.3  million  in 1999 or 3%  higher  as a result of
general  salary  and  benefit  increases,  and  new  employees  hired  in  2000.
Depreciation  and  amortization  increased  $10.8  million  during  2000  or 22%
primarily due to the Pacific  acquisition and  developments  that only partially
operated during 1999.

                                   25

<PAGE>

        Periodically,  Regency  identifies  shopping centers that no longer meet
its long-term investment standards, such as expected growth in revenue or market
dominance.   Once  identified  and  marketed  for  sale,  these  properties  are
segregated on the balance sheet as operating  properties held for sale.  Regency
also develops  shopping centers and stand-alone  retail stores for resale.  Once
completed, these developments are also included in operating properties held for
sale.  Operating  properties  held for sale are  carried at the lower of cost or
fair value less  estimated  selling costs.  Depreciation  and  amortization  are
suspended  during the period held for sale.  During 2000 Regency  entered into a
contract  to sell  seven  shopping  centers  for $74.6  million  and  recorded a
provision for loss on operating properties held for sale of $13.0 million.

        Interest  expense  increased to $72.0 million in 2000 from $60.1 million
in 1999 or 20%. The increase was  primarily  due to the  assumption of debt from
the Pacific  acquisition,  and higher  interest  costs  related to interest rate
increases on  outstanding  debt balances  including the unsecured debt offerings
completed in 2000 and 1999.

        Preferred unit  distributions  increased  $17.2 million to $29.6 million
during 2000 as a result of the preferred units issued in 2000 and 1999.  Average
fixed  distribution rates of the preferred units were 8.72% at December 31, 2000
vs. 8.71% at December 31, 1999.

        Net income for common  stockholders  was $84.8 million in 2000 vs. $87.6
million in 1999,  or a 3%  decrease.  The decline was  primarily a result of the
provision for loss on operating properties held for sale and increased preferred
unit  distributions,  net of the acquisition and development  activity described
above.  Diluted  earnings per share was $1.49 in 2000 vs. $1.61 in 1999, or 7.5%
lower as a result of the decrease in net income.

Comparison 1999 to 1998

        Revenues increased $158.6 million or 111% to $301.9 million in 1999. The
increase was due  primarily to the Pacific and the 1998  Acquisitions  providing
increases  in revenues of $143.9  million  during 1999.  Minimum rent  increased
$114.7 million or 111%, and recoveries  from tenants  increased $31.8 million or
132%. At December 31, 1999,  Regency was  operating or  developing  216 shopping
centers of which 190 were stabilized  properties.  These  stabilized  properties
were 95% leased at December 31, 1999,  and 93.6% leased at December 31, 1998. On
a same property basis (excluding Pacific, the 1998 Acquisitions, and four office
buildings sold during 1998) gross rental revenues  increased $8.9 million or 8%,
primarily  due to higher base  rents.  In 1999,  rental  rates grew by 7.8% from
renewal  leases  and new  leases  replacing  previously  occupied  spaces in the
stabilized properties.

        Service operations revenue increased by $6.3 million to $18.2 million in
1999,  or 53%.  The  increase was  primarily  due to a $8.8 million  increase in
development  profits offset by a $2.5 million  reduction in property  management
fees.  During 1999,  Regency  significantly  reduced the portfolio of properties
managed on behalf of third party owners.

        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 from
the Pacific acquisition and the debt offerings completed in 1999.

        Net income for common  stockholders  was $87.6 million in 1999 vs. $50.6
million  in  1998,  a $37  million  or 73%  increase  primarily  related  to the
acquisition activity discussed. Diluted earnings per share was $1.61 in 1999 vs.
$1.75 in 1998 due to the  increase  in net  income  offset  by the  increase  in
weighted average common shares primarily related to the acquisition of Pacific.

                                   26

<PAGE>

New Accounting Standards and Accounting Changes

        The Financial  Accounting  Standards Board issued Statement of Financial
Accounting Standards No. 138, "Accounting for Certain Derivative Instruments and
Certain Hedging Activities, an Amendment to FASB Statement No. 133" ("FAS 138"),
which is effective for all fiscal  quarters of all fiscal years  beginning after
June 15, 2000. FAS 138 and FAS 133 establish  accounting and reporting standards
for derivative  instruments and hedging activities.  FAS 138 and FAS 133 require
entities to recognize all  derivatives  as either assets or  liabilities  in the
balance sheet and measure those  instruments at fair value.  FAS 138 and FAS 133
will have no impact to the  financial  statements  as Regency has no  derivative
instruments.

Environmental Matters

        Regency,  like others in the commercial real estate industry, is subject
to numerous  environmental  laws and regulations.  The operation of dry cleaning
plants at Regency's  shopping  centers is the principal  environmental  concern.
Regency  believes  that the tenants who operate these plants do so in accordance
with current laws and  regulations  and has  established  procedures  to monitor
their operations. Additionally, Regency uses all legal means to cause tenants to
remove dry cleaning plants from its shopping centers.  Where available,  Regency
has applied  and been  accepted  into state  sponsored  environmental  programs.
Regency  has a blanket  environmental  insurance  policy  that covers it against
third party liabilities and remediation costs on shopping centers that currently
have no known environmental contamination. Regency has also placed environmental
insurance on specific  properties with known  contamination in order to mitigate
its environmental  risk.  Management  believes that the ultimate  disposition of
currently  known  environmental  matters will not have a material  effect on the
financial position, liquidity, or operations of Regency.

Inflation

        Inflation has remained relatively low during 2000 and 1999 and has had a
minimal impact on the operating  performance of the shopping  centers;  however,
substantially all of Regency's  long-term leases contain provisions  designed to
mitigate  the adverse  impact of  inflation.  Such  provisions  include  clauses
enabling  Regency 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 Regency's leases are for terms of less
than ten years,  which permits Regency to seek increased rents upon re-rental at
market rates. Most of Regency's leases require the tenants to pay their share of
operating  expenses,  including  common area  maintenance,  real  estate  taxes,
insurance and utilities,  thereby  reducing  Regency's  exposure to increases in
costs and operating expenses resulting from inflation.



Item 7a.       Quantitative and Qualitative Disclosures about Market Risk

Market Risk

        Regency 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 Regency's  real estate  investment  portfolio and
operations.  Regency'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  Regency 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. Regency has no plans to enter into derivative
or interest rate  transactions  for  speculative  purposes,  and at December 31,
2000,  Regency  did not have any  borrowings  hedged with  derivative  financial
instruments.

        Regency'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.

                                   27

<PAGE>


<TABLE>
<CAPTION>

                                                                                                    Fair
                                 2001     2002     2003      2004     2005    Thereafter  Total     Value
                                 ----     ----     ----      ----     ----    ----------  -----     -----
<S>                             <C>     <C>       <C>      <C>       <C>       <C>       <C>       <C>

Fixed rate debt                 42,450   48,803   17,990   204,963   151,914   324,505   790,625   800,433
Average interest rate for       
  all debt                        7.92%    7.87%    7.84%     8.02%     8.19%     8.25%        -         -   

Variable rate LIBOR debt        30,640  466,000   10,000         -         -         -   506,640   506,639
Average interest rate for        
  all debt                        7.65%    7.75%       -         -         -         -         -         -

</TABLE>



        As the table incorporates only those exposures that exist as of December
31, 2000, 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, Regency's ultimate realized gain or loss with respect to interest rate
fluctuations  will  depend  on the  exposures  that  arise  during  the  period,
Regency's hedging strategies at that time, and interest rates.


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.

                                        28

<PAGE>



                                    PART III


Item 10. Directors and Executive Officers of the Registrant

        Information  concerning the directors of Regency is incorporated  herein
by  reference  to  Regency'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 2001  Annual  Meeting  of
Shareholders.  The  following  provides  information  concerning  the  executive
officers of Regency.

        MARTIN E. STEIN, JR.  Mr. Stein, age 48, is Chairman of the Board and 
Chief Executive Officer of Regency.  He served as President of Regency from its
initial public offering in October 1993 until December 31, 1998. Mr. Stein also 
served as President of Regency's predecessor real estate division since 1981,
and Vice President from 1976 to 1981. He is a director of Patriot Transportation
Holding, Inc., a publicly held transportation and real estate company, and Stein
Mart, Inc.

        MARY LOU FIALA.  Ms. Fiala, age 49, became President and Chief Operating
 Officer of Regency in January 1999.  Before joining Regency she was Managing
Director - Security Capital U.S. Realty Strategic Group from March 1997 to 
January 1999.  Ms. Fiala was Senior Vice President and Director of Stores, New
England - Macy's East/ Federated Department Stores from 1994 to March 1997.  
From 1976 to 1994, Ms. Fiala held various merchandising and store operations 
positions with Macy's/Federated Department Stores.

        BRUCE M. JOHNSON  Mr. Johnson, age 53, has been Managing Director and 
Chief Financial Officer of Regency since its initial public offering in October
1993.  Mr. Johnson also served as Executive Vice President of Regency's
predecessor real estate division since 1979.


Item 11.       Executive Compensation

        Incorporated herein by reference to Regency'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 2001
Annual Meeting of Shareholders.


Item 12.       Security Ownership of Certain Beneficial Owners and Management

        Incorporated herein by reference to Regency'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 2001
Annual Meeting of Shareholders.


Item 13.       Certain Relationships and Related Transactions

        Incorporated herein by reference to Regency'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 2001
Annual Meeting of Shareholders.


                                   29




<PAGE>



PART IV


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

    (a) Financial Statements and Financial Statement Schedules:

         Regency's 2000 financial  statements and financial  statement schedule,
together  with  the  report  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

    (c)  Exhibits:

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

3.      Articles of Incorporation and Bylaws

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

          (ii)        Restated   Bylaws   of   Regency   Centers    Corporation,
                      (incorporated  by reference to Exhibit 10 of the Company's
                      Form 10-Q filed November 7, 2000).

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

          (b)  Indenture dated July 20, 1998 between Regency Centers, L.P., the
               guarantors name dtherein 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 Centers Corporation 1993 Long Term Omnibus
                          Plan, as amended.

         ~*(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

                                        30


<PAGE>



         ~*(i)         Form of Non-Competition Agreement between Regency Centers
                       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 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.
                                        
                                        31

<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.

             (k)      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).

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

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

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

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

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

             (q)      Second Amended and Restated  Credit  Agreement dated as of
                      July  21,  2000 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,  (incorporated by reference to Exhibit 10
                      of the Company's Form 10-Q filed November 7, 2000).

            ~(r)      Change of Control Agreement dated as of June 1, 2000 by 
                      and between REGENCY  REALTY   CORPORATION,   a  Florida 
                      corporation  (the  "Company")  and Mary Lou Fiala and 
                      Bruce M. Johnson

        21.    Subsidiaries of the Registrant

        23.    Consent of KPMG LLP


--------------------------
~       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.

                                  32



<PAGE>



                                   SIGNATURES

        Pursuant to the  requirements  of Section 13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                 REGENCY REALTY CORPORATION

Date:   March 16, 2001         By:   /s/ Martin E. Stein, Jr.
                                     ------------------------
                                      Martin E Stein, Jr., Chairman of the Board
                                      and Chief Executive Officer

Date:   March 16, 2001         By:   /s/ Bruce M. Johnson
                                     --------------------
                                      Bruce M. Johnson, Managing Director and
                                      Principal Financial Officer

Date:   March 16, 2001         By:   /s/ J. Christian Leavitt
                                     ------------------------
                                      J. Christian Leavitt, Senior Vice
                                      President,Finance and Principal 
                                      Accounting Officer

        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 16, 2001               /s/ Martin E. Stein, Jr.
                                     ------------------------
                                     Martin E. Stein, Jr., Chairman of the Board
                                     and Chief Executive Officer

Date:   March 16, 2001
                                    /s/ Mary Lou Fiala
                                    Mary Lou Rogers, President, Chief Operating
                                    Officer and Director

Date:   March 16, 2001              /s/ Raymond L. Bank
                                    -------------------
                                    Raymond L. Bank, Director

Date:   March 16, 2001               /s/ C. Ronald Blankenship
                                     -------------------------
                                     C. Ronald Blankenship, Director

Date:   March 16, 2001               /s/ A. R. Carpenter
                                     -------------------
                                     A. R. Carpenter, Director

Date:   March 16, 2001               /s/ J. Dix Druce, Jr.
                                     ---------------------
                                     J. Dix Druce, Jr., Director

Date:   March 16, 2001               /s/ John T. Kelley
                                     ------------------
                                     John T. Kelley, Director

Date:   March 16, 2001               /s/ Douglas S. Luke
                                     -------------------
                                     Douglas S. Luke, Director

Date:   March 16, 2001               /s/ John C. Schweitzer
                                     ----------------------
                                     John C. Schweitzer, Director

Date:   March 16, 2001               /s/ Thomas G. Wattles
                                     ---------------------
                                     Thomas G. Wattles, Director

Date:   March 16, 2001               /s/ Terry N. Worrell
                                     --------------------
                                     Terry N. Worrell, Director

                                   33

<PAGE>

                           REGENCY CENTERS CORPORATION


                          INDEX TO FINANCIAL STATEMENTS




Regency Centers Corporation

    Independent Auditors' Report                                           F-2
    Consolidated Balance Sheets as of December 31, 2000 and 1999           F-3
    Consolidated Statements of Operations for the years ended
        December 31, 2000, 1999, and 1998                                  F-4
    Consolidated Statements of Stockholders' Equity for the years 
        ended December 31, 2000, 1999 and 1998                             F-5
    Consolidated Statements of Cash Flows for the years ended
        December 31, 2000, 1999, and 1998                                  F-7
    Notes to Consolidated Financial Statements                             F-9


Financial Statement Schedule

    Independent Auditors' Report on Financial Statement Schedule           S-1

    Schedule III - Regency Centers Corporation Combined Real Estate and
        Accumulated Depreciation - December 31, 2000                       S-2



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




                                       F-1


<PAGE>





                          Independent Auditors' Report


The Shareholders and Board of Directors
Regency Centers Corporation:


We have audited the accompanying  consolidated balance sheets of Regency Centers
Corporation  as of  December  31, 2000 and 1999,  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,  2000.  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 auditing standards generally accepted
in the  United  States of  America.  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  Centers
Corporation  as of  December  31,  2000  and  1999,  and the  results  of  their
operations and their cash flows for each of the years in the  three-year  period
ended  December 31, 2000 in  conformity  with  accounting  principles  generally
accepted in the United States of America.





                                                          KPMG LLP





Jacksonville, Florida
January 30, 2001




                                  F-2


<PAGE>




                               REGENCY CENTERS CORPORATION
                                Consolidated Balance Sheets
                                December 31, 2000 and 1999

<TABLE>
<CAPTION>


                                                                                                2000                      1999
                                                                                               ------                    ------


<S>                                                                                   <C>                          <C>    
Assets
Real estate investments (notes 2, 5 and 9):
     Land                                                                             $      564,089,984               567,673,872
     Buildings and improvements                                                            1,813,554,881             1,834,279,432
                                                                                         ----------------          ----------------
                                                                                           2,377,644,865             2,401,953,304
     Less:  accumulated depreciation                                                         147,053,900               104,467,176
                                                                                         ----------------          ----------------
                                                                                           2,230,590,965             2,297,486,128
     Properties in development                                                               296,632,730               167,300,893
     Operating properties held for sale                                                      184,150,762                         -
     Investments in real estate partnerships (note 4)                                         85,198,279                66,938,784
                                                                                         ----------------          ----------------
          Net real estate investments                                                      2,796,572,736             2,531,725,805

Cash and cash equivalents                                                                    100,987,895                54,117,443
Notes receivable                                                                              66,423,893                15,673,125
Tenant receivables, net of allowance for uncollectible accounts of
     $4,414,085 and $1,883,547 at December 31, 2000 and 1999, respectively                    39,407,777                33,515,040
Deferred costs, less accumulated amortization of $13,910,018 and
     $8,802,559 at December 31, 2000 and 1999, respectively                                   21,317,141                12,530,546
Other assets                                                                                  10,434,298                 7,374,019
                                                                                         ----------------          ----------------
                                                                                      $    3,035,143,740             2,654,935,978
                                                                                         ================          ================
Liabilities and Stockholders' Equity
Liabilities:
     Notes payable (note 5)                                                           $      841,072,156               764,787,207
     Unsecured line of credit (note 5)                                                       466,000,000               247,179,310
     Accounts payable and other liabilities                                                   75,460,304                48,886,111
     Tenants' security and escrow deposits                                                     8,262,885                 7,952,707
                                                                                         ----------------          ----------------
          Total liabilities                                                                1,390,795,345             1,068,805,335
                                                                                         ----------------          ----------------

Preferred units (note 6)                                                                     375,407,777               283,816,274
Exchangeable operating partnership units                                                      34,899,813                44,589,873
Limited partners' interest in consolidated partnerships                                        8,625,839                10,475,321
                                                                                         ----------------          ----------------
          Total minority interest                                                            418,933,429               338,881,468
                                                                                         ----------------          ----------------
Stockholders' equity (notes 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 at December 31, 1999; 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;
       1,487,507 and 950,400 shares issued and outstanding at
       December 31, 2000 and 1999, respectively;
       liquidation preference $20.83 per share                                                34,696,112                22,168,080
     Common stock $.01 par value per share: 150,000,000 shares
       authorized; 60,234,925 and 59,639,536 shares issued
       at December 31, 2000 and 1999, respectively                                               602,349                   596,395
     Treasury stock; 3,336,754 and 2,715,851 shares held at December 31, 2000
       and 1999, respectively, at cost                                                       (66,957,282)              (54,536,612)
     Additonal paid in capital                                                             1,317,668,173             1,304,257,610
     Distributions in excess of net income                                                   (51,064,870)              (26,779,538)
     Stock loans                                                                              (9,529,516)              (10,984,792)
                                                                                         ----------------          ----------------
          Total stockholders' equity                                                       1,225,414,966             1,247,249,175
                                                                                         ----------------          ----------------
Commitments and contingencies (notes 9 and 10)
                                                                                      $    3,035,143,740             2,654,935,978
                                                                                         ================          ================
See accompanying notes to consolidated financial statements
</TABLE>



                                F-3

<PAGE>
                                  

                                       REGENCY CENTERS CORPORATION
                                 Consolidated Statements of Operations
                         For the Years ended December 31, 2000, 1999 and 1998


<TABLE>
<CAPTION>

                                                                   2000                  1999                  1998
                                                                  ------                ------                ------
<S>                                                       <C>                      <C>                    <C>    
Revenues:
     Minimum rent (note 9)                                $       256,279,019            218,039,441           103,365,322
     Percentage rent                                                5,231,517              5,000,272             3,012,105
     Recoveries from tenants                                       69,707,918             55,919,788            24,109,519
     Service operations revenue                                    27,226,411             18,239,486            11,862,784
     Equity in income of investments in
        real estate partnerships                                    3,138,553              4,687,944               946,271
                                                             -----------------     ------------------     -----------------
           Total revenues                                         361,583,418            301,886,931           143,296,001
                                                             -----------------     ------------------     -----------------
 Operating expenses:
     Depreciation and amortization                                 59,430,262             48,611,519            25,046,001
     Operating and maintenance                                     47,297,799             39,204,109            18,455,672
     General and administrative                                    19,932,609             19,274,225            14,564,148
     Real estate taxes                                             34,998,404             28,253,961            12,388,521
     Other expenses                                                 1,936,686                472,526               500,000
                                                             -----------------     ------------------     -----------------
           Total operating expenses                               163,595,760            135,816,340            70,954,342
                                                             -----------------     ------------------     -----------------
                                                            
Interest expense (income):
     Interest expense                                              71,970,783             60,067,007            28,786,431
     Interest income                                               (4,807,711)            (2,196,954)           (1,957,575)
                                                             -----------------     ------------------     -----------------
           Net interest expense                                    67,163,072             57,870,053            26,828,856
                                                             -----------------     ------------------     -----------------
           Income before minority interests, gain and
            provision on real estate investments                  130,824,586            108,200,538            45,512,803

Gain (loss) on sale of operating properties                         4,506,982               (232,989)           10,725,975
Provison for loss on operating properties held for sale           (12,995,412)                     -                     -
                                                             -----------------     ------------------     -----------------
                                                             
           Income before minority interests                       122,336,156            107,967,549            56,238,778

Minority interest preferred unit distributions                    (29,601,184)           (12,368,403)           (3,358,333)
Minority interest of exchangeable partnership units                (2,492,419)            (2,897,778)           (1,826,273)
Minority interest of limited partners                              (2,631,721)            (2,855,404)             (464,098)
                                                             -----------------     ------------------     -----------------
           Net income                                              87,610,832             89,845,964            50,590,074

Preferred stock dividends                                          (2,817,228)            (2,244,593)                    -
                                                             -----------------     ------------------     -----------------
           Net income for common stockholders             $        84,793,604             87,601,371            50,590,074
                                                             =================     ==================     =================
                       
Net income per share (note 7):
           Basic                                          $              1.49                   1.61                  1.80
                                                             =================     ==================     =================
           Diluted                                        $              1.49                   1.61                  1.75
                                                             =================     ==================     =================
                                                             

</TABLE>


See accompanying notes to consolidated financial statements

                                   F-4


<PAGE>



                     REGENCY CENTERS CORPORATION
            Consolidated  Statements of  Stockholders'  Equity 
           For the Years ended December 31, 2000, 1999 and 1998

<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, 1997                       $                 -                 -         239,920           25,000              -
Common stock issued to
     SCG (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:1
     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 6)                         12,654,570        22,392,000               -                -              -
Common stock issued to 
     acquire Pacific (notes 2 and 6)                           -                 -         305,669                -              -
Common stock issued for
     preferred stock conversion (note 6)                (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)
Common stock issued as
     compensation or purchased by
     directors or officers, or issued
     under stock options                                       -                 -           2,226                -               -
Common stock cancelled
     under stock loans                                         -                 -            (445)               -      (1,332,251)
Common stock issued for
     partnership units redeemed                                -                 -           4,138                -               -
Common stock issued to
     acquire real estate                                       -                 -              35                -               -
Preferred stock conversion (note 6)                  (12,528,032)       12,528,032
Reallocation of minority interest                              -                 -               -                               -
Repurchase of common stock (note 6)                            -                 -               -                -     (11,088,419)
Cash dividends declared:
     Common stock, ($1.92 per share)
     and preferred stock                                       -                 -               -                -               -
Net income                                                     -                 -               -                -               -
                                                  ---------------    ---------------  ---------------    --------------  -----------
  Balance at
     December  31, 2000                      $                 -        34,696,112         602,349                -     (66,957,282)
                                                  ===============    ================  ===============   =============  ============
                                                  
</TABLE>


See accompanying notes to consolidated financial statements

                              F-5

<PAGE>


                     REGENCY CENTERS CORPORATION
          Consolidated  Statements of  Stockholders'  Equity 
            For the Years ended December 31, 2000, 1999 and 1998


<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, 1997                                  535,498,878        (20,494,893)     (1,642,252)          513,626,653
Common stock issued to
     SCG (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 6)                                     -                  -               -            35,046,570
Common stock issued to
     acquire Pacific (notes 2 and 6)                    715,434,215                  -      (3,998,954)          711,740,930
Common stock issued for
     preferred stock conversion (note 6)                    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
Common stock issued as
     compensation or purchased by
     directors or officers, or issued
     under stock options                                  4,791,861                  -               -             4,794,087
Common stock cancelled
     under stock loans                                     (192,818)                 -       1,455,276               (70,238)
Common stock issued for
     partnership units redeemed                           9,807,737                  -               -             9,811,875
Common stock issued to
     acquire real estate                                     88,889                  -               -                88,924
Preferred stock conversion (note 6)
Reallocation of minority interest                        (1,085,106)                 -               -            (1,085,106)
Repurchase of common stock (note 6)                               -                  -               -           (11,088,419)
Cash dividends declared:
     Common stock, ($1.92 per share)
     and preferred stock                                          -       (111,896,164)              -          (111,896,164)
Net income                                                        -         87,610,832               -            87,610,832
                                                      -------------    ---------------   --------------       ---------------
Balance at     
  December  31, 2000                                  1,317,668,173        (51,064,870)     (9,529,516)        1,225,414,966
                                                      =============      ==============  ==============       ===============
</TABLE>


See accompanying notes to consolidated financial statements

                                   F-6

<PAGE>


                          REGENCY CENTERS CORPORATION
                  Consolidated  Statements  of Cash  Flows 
             For the  Years  ended December 31, 2000, 1999 and 1998

<TABLE>
<CAPTION>
                                                                                  2000               1999                1998
                                                                                 ------            -------             -------
<S>                                                                         <C>                  <C>                <C>    
Cash flows from operating activities:
    Net income                                                              $    87,610,832         89,845,964          50,590,074
    Adjustments to reconcile net income to net
      cash provided by operating activities:
          Depreciation and amortization                                          59,430,262         48,611,519          25,046,001
          Deferred loan cost and debt premium amortization                          609,107            556,100            (822,276)
          Stock based compensation                                                4,719,212          2,411,907           2,422,547
          Minority interest preferred unit distribution                          29,601,184         12,368,403           3,358,333
          Minority interest of exchangeable operating partnership units           2,492,419          2,897,778           1,826,273
          Minority interest of limited partners                                   2,631,721          2,855,404             464,098
          Equity in income of investments in real estate partnerships            (3,138,553)        (4,687,944)           (946,271)
          (Gain) loss on sale of operating properties                            (4,506,982)           232,989         (10,725,975)
          Provision for loss on operating properties held for sale               12,995,412                  -                   -
          Changes in assets and liabilities:
              Tenant receivables                                                 (4,170,897)       (12,342,419)         (5,143,938)
              Deferred leasing costs                                            (10,454,805)        (5,025,687)         (2,337,253)
              Other assets                                                       (4,732,220)            74,863          (4,059,535)
              Tenants' security and escrow deposits                                 248,331          1,238,955             517,396
              Accounts payable and other liabilities                              5,196,868         12,264,438           4,811,991
                                                                              --------------     --------------     ---------------
                 Net cash provided by operating activities                      178,531,891        151,302,270          65,001,465
                                                                              --------------     --------------     ---------------
 Cash flows from investing activities:
     Acquisition and development of real estate, net                           (304,223,421)      (161,372,019)       (230,045,015)
     Acquisition of Pacific, net of cash acquired                                         -         (9,046,230)                  -
     Acquistion of partners' interest in investments
        in real estate partnerships, net of cash acquired                        (1,402,371)                 -                   -
     Investment in real estate partnerships                                     (71,391,125)       (30,752,019)        (29,068,392)
     Capital improvements                                                       (19,134,500)       (21,535,961)         (8,325,492)
     Proceeds from sale of operating properties                                  42,104,610          5,389,760          30,662,197
     Repayment of notes receivable                                               15,673,125                  -                   -
     Distributions received from investments in real estate partnerships          3,109,586            704,474             383,853
                                                                              --------------     --------------     ---------------
                 Net cash used in investing activities                         (335,264,096)      (216,611,995)       (236,392,849)
                                                                              --------------     --------------     ---------------
Cash flows from financing activities:
     Net proceeds from common stock issuance                                         25,276            223,375          10,225,529
     Repurchase of common stock                                                 (11,088,419)       (54,536,612)                  -
     Proceeds from issuance of exchangeable operating partnership units                   -                  -               7,694
     Redemption of exchangeable operating partnership units                      (1,435,694)        (1,620,939)                  -
     Purchase of limited partner's interest in consolidated partnership          (2,925,158)          (633,673)                  -
     Contributions from limited partners in consolidated partnerships                     -                  -           4,289,995
     Net distributions to limited partners in consolidated partnerships          (2,139,886)        (1,071,831)           (672,656)
     Distributions to exchangeable operating partnership unit holders            (3,652,033)        (3,534,515)         (2,023,132)
     Distributions to preferred unit holders                                    (29,601,184)       (12,368,403)         (3,358,333)
     Dividends paid to common stockholders                                     (109,078,935)       (94,985,165)        (49,490,925)
     Dividends paid to preferred stockholders                                    (2,817,228)        (2,244,593)                  -
     Net proceeds from fixed rate unsecured notes                               159,728,500        249,845,300          99,758,000
     Net proceeds from issuance of preferred units                               91,591,503        205,016,274          78,800,000
     Proceeds (repayment) of unsecured line of credit, net                      218,820,690       (142,051,875)         69,500,000
     Proceeds from notes payable                                                 18,153,368            445,207           7,345,000
     Repayment of notes payable                                                (112,669,554)       (32,534,707)        (33,988,244)
     Scheduled principal payments                                                (6,230,191)        (6,085,360)         (3,366,124)
     Deferred loan costs                                                         (3,078,398)        (4,355,008)         (2,301,821)
                                                                              --------------     --------------     ---------------
                 Net cash provided by financing activities                      203,602,657         99,507,475         174,724,983
                                                                              --------------     --------------     ---------------
                 Net increase in cash and cash equivalents                       46,870,452         34,197,750           3,333,599

Cash and cash equivalents at beginning of period                                 54,117,443         19,919,693          16,586,094
                                                                              --------------     --------------     ---------------
Cash and cash equivalents at end of period                                  $   100,987,895         54,117,443          19,919,693
                                                                              ==============     ==============     ===============
                                                                              
</TABLE>


See accompanying notes to consolidated financial statements


                                   F-7

<PAGE>






                                           REGENCY CENTERS CORPORATION
                                     Consolidated Statements of Cash Flows
                            For the Years Ended December 31, 2000, 1999 and 1998
                                                 (continued)



<TABLE>
<CAPTION>
 

                                                                                    2000               1999                1998
                                                                                   ------             ------              ------
<S>                                                                        <C>                   <C>                <C>    

Supplemental  disclosure of cash flow  information -
   cash paid for interest (net of  capitalized  interest  of  
   approximately $14,553,000, $11,029,000  and $3,417,000 in
   2000, 1999 and 1998, respectively)                                      $     66,261,518         52,914,976          24,693,895
                                                                              ==============     ==============     ===============
Supplemental disclosure of non-cash transactions:

Mortgage loans assumed for the acquisition of Pacific and real estate      $     19,947,565        402,582,015         132,832,342
                                                                              ==============     ==============     ===============
Common stock and exchangeable operating partnership units issued
  for investments in real estate partnerships                              $        329,948          1,949,020                   -
                                                                              ==============     ==============     ===============
Common stock and exchangeable operating partnership units
   issued for the acquisition of partners' interest in investments
   in real estate partnerships                                             $      1,287,111                  -                   -
                                                                              ==============     ==============     ===============
Preferred and common stock and exchangeable operating partnership
   units issued for the acquisition of Pacific and real estate             $        103,885        771,351,617          37,023,849
                                                                              ==============     ==============     ===============
Other liabilities assumed to acquire Pacific                               $              -         13,897,643                   -
                                                                              ==============     ==============     ===============
Notes receivable taken in connection with sales of development properties  $     66,423,893         15,673,125                   -

                                                                              ==============     ==============     ===============
</TABLE>


See accompanying notes to consolidated financial statements

                                   F-8


<PAGE>
                           REGENCY CENTERS CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 2000


1.    Summary of Significant Accounting Policies

      (a)  Organization and Principles of Consolidation

           The  accompanying   consolidated  financial  statements  include  the
           accounts of Regency Centers  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 98%
           of the outstanding common units of Regency Centers,  L.P., ("RCLP" or
           the "Partnership")  and partnership  interests ranging from 50.01% to
           55%  in  majority  owned  real  estate  partnerships  (the  "Majority
           Partnerships").  The equity  interests of third  parties held by RCLP
           and  the  Majority  Partnerships  are  included  in the  consolidated
           financial   statements   as  preferred  or   exchangeable   operating
           partnership  units  ("Units")  and  limited  partners'   interest  in
           consolidated  partnerships.  The Company is a  qualified  real estate
           investment  trust ("REIT") which began  operations in 1993 as Regency
           Realty Corporation. In February 2001, the Company changed its name to
           Regency Centers Corporation.

       (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.

           Service  operations  revenue  includes  property  management fees and
           leasing  commissions  earned  from  third  parties,  and  development
           profits from the sale of shopping centers,  build to suit properties,
           and land to third parties.









                                            F-9


<PAGE>


                           REGENCY CENTERS CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 2000


      (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  based  on  average
           outstanding expenditures.

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

           Operating  properties held for sale include properties that no longer
           meet the Company's  long-term  investment  standards such as expected
           growth in revenue or market  dominance.  Once identified and marketed
           for sale,  these  properties  are  segregated on the balance sheet as
           operating  properties  held  for  sale.  The  Company  also  develops
           shopping  centers and  stand-alone  retail  stores for  resale.  Once
           completed,   these   developments  are  also  included  in  operating
           properties  held for  sale.  Operating  properties  held for sale are
           carried  at the lower of cost or fair value  less  estimated  selling
           costs.  Depreciation and amortization are suspended during the period
           held for sale. At December 31, 2000, the Company had seven properties
           under contract for sale for $74.6  million,  and recorded a provision
           for loss on the sale of $13.0 million. The results of operations from
           these seven  properties  was $6.8 million for the year ended December
           31, 2000.

           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  believes it qualifies and intends to continue to qualify
           as a REIT under the Internal  Revenue Code (the  "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 cost
           bases of the shopping centers, and other timing differences.


                                       F-10


<PAGE>


                           REGENCY CENTERS CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 2000


      (d)  Income Taxes (continued)

           In July 2000, two subsidiaries of the Company,  Regency Realty Group,
           Inc., ("RRG") and PRT Development  Corporation  ("PRTDC") merged with
           RRG being the surviving  entity.  RRG is subject to federal and state
           income  taxes  and  files  separate  tax  returns.   RRG,   including
           historical  amounts  of PRTDC,  had  taxable  income  of  $2,245,101,
           $5,029,438,  and $774,756 for the years ended December 31, 2000, 1999
           and 1998, respectively.  RRG incurred federal and state income tax of
           $890,318,   $2,011,629   and   $223,657  in  2000,   1999  and  1998,
           respectively.

           The Company and RRG plan to jointly  elect for RRG to be treated as a
           Taxable  REIT  Subsidiary  of the  Company as such term is defined in
           Section 856(l) of the Code. Such election, if made, will be effective
           for the tax year  beginning  January 1, 2001,  and is not expected to
           impact the tax treatment of either the Company or RRG.

           At  December  31,  2000 and 1999,  the net book basis of real  estate
           assets exceeds the tax basis by  approximately  $170 million and $197
           million,  respectively,  primarily due to the difference  between the
           cost basis of the assets  acquired and their carryover basis recorded
           for tax purposes.

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

                                             2000         1999         1998
                                             ----         ----         ----

               Dividend per share      $     1.92         1.84           1.76
               Ordinary income                 82%          75%            71%
               Capital gain                     5%           2%             2%
               Return of capital               11%          23%            27%
               Unrecaptured Section
                 1250 gain                      2%           -              -

      (e)  Deferred Costs

           Deferred  costs  include  deferred  leasing  costs and deferred  loan
           costs, net of amortization. Such costs are amortized over the periods
           through lease  expiration or loan  maturity.  Deferred  leasing costs
           consist of internal and external commissions  associated with leasing
           the Company's  shopping  centers.  Deferred  leasing costs were $15.3
           million and $7.1 million at December 31, 2000 and 1999, respectively.
           Deferred loan costs consists of initial direct and incremental  costs
           associated with financing  activities.  Deferred loan costs were $6.0
           million and $5.4 million at December 31, 2000 and 1999, respectively.







                                      F-11


<PAGE>

                           REGENCY CENTERS CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 2000


      (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   operating   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 accounting
           principles  generally  accepted  in  the  United  States  of  America
           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  continue to apply the  provisions  of
           APB  Opinion  No. 25 and  provide  pro 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  state  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 1999  amounts  to
           conform to classifications adopted in 2000.





                                      F-12


<PAGE>


                           REGENCY CENTERS CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 2000


2.    Acquisitions of Shopping Centers

      On August 3, 2000,  the  Company  acquired  the  non-owned  portion of two
      properties in one joint  venture for $2.5 million in cash.  The net assets
      of the joint venture were and continue to be  consolidated by the Company.
      Prior to acquiring the  non-owned  portion,  the joint  venture  partner's
      interest  was  reflected  as limited  partners'  interest in  consolidated
      partnerships in the Company's financial statements.

      On  February  28,  1999,  the  Company   acquired   Pacific  Retail  Trust
      ("Pacific") for  approximately  $1.157 billion.  The operating  results of
      Pacific 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
      the acquisition of Pacific had occurred on January 1, 1999. Such pro forma
      information  reflects  adjustments to 1) increase  depreciation,  interest
      expense,  and general and administrative  costs and 2) adjust the weighted
      average common shares and common equivalent shares  outstanding  issued to
      acquire the properties.  Pro forma revenues would have been $324.7 million
      as of  December  31,  1999.  Pro forma net income for common  stockholders
      would have been $94.1 million as of December 31, 1999. Pro forma basic net
      income per share and pro forma  diluted  net  income per share  would have
      been $1.58 and $1.58,  respectively,  as of December 31,  1999.  This data
      does not  purport to be  indicative  of what would have  occurred  had the
      Pacific  acquisition been made on January 1, 1999, or of results which may
      occur in the future.

      During 2000 and 1999,  the Company  paid  contingent  consideration  of $5
      million and $9 million,  respectively,  related to the  acquisition  of 43
      shopping  centers and joint ventures  acquired  during 1998. No additional
      contingent  consideration  is  due  related  to  any  acquisitions  of the
      Company.























                                            F-13


<PAGE>

                           REGENCY CENTERS CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 2000


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 and
      commissions earned from third parties, and development related profits and
      fees  earned  from  the  sales  of  shopping  centers  and  build  to suit
      properties to third parties (Service operations segment).  The Company had
      previously  operated  four  office  buildings  that were sold  during 1998
      (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 December 31, 2000,
      1999, and 1998.  Assets not  attributable to a particular  segment consist
      primarily of cash and deferred costs.







                                            F-14



<PAGE>


                           REGENCY CENTERS CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 2000


<TABLE>
<CAPTION>


3.    Segments (continued)
                                                           2000          1999          1998
                                                           ----          ----          ----
      <S>                                            <C>             <C>           <C>    

      Revenues:
        Retail segment                               $ 334,357,007    283,647,445    130,900,785
        Service operations segment                      27,226,411     18,239,486     11,862,784
        Office buildings segment                                 -              -        532,432
                                                      -------------  ------------- --------------
           Total revenues                            $ 361,583,418    301,886,931    143,296,001
                                                      =============  ============= ==============

      Funds from Operations:
        Retail segment net operating income          $ 252,060,804    216,189,375    100,239,863
        Service operations segment income               27,226,411     18,239,486     11,862,784
        Office buildings segment net operating                                           
         income                                                  -              -        349,161  

        Adjustments to calculate diluted FFO:
          Interest expense                             (71,970,783)   (60,067,007)   (28,786,431)
          Interest income                                4,807,711      2,196,954      1,957,575
          Earnings from recurring land sales                     -              -        901,853
          General and administrative and other         (21,869,295)   (19,746,751)   (15,064,148)
          Non-real estate depreciation                  (1,459,326)    (1,003,092)      (679,740)
          Minority interest of limited partners,
            net of gains excluded from FFO              (1,207,364)    (2,855,404)      (464,098)
          Minority interest in depreciation
           and amortization                               (481,184)      (584,048)      (526,018)
          Share of joint venture depreciation
           and amortization                              1,287,793        987,912        688,686
          Distributions on preferred units             (29,601,184)   (12,368,403)    (3,358,333)
                                                       ------------- ------------- --------------
            Funds from Operations - diluted            158,793,583    140,989,022     67,121,154
                                                       ------------- ------------- --------------

        Reconciliation to net income for common 
          stockholders:
          Real estate related depreciation
           and amortization                            (57,970,936)   (47,608,427)   (24,366,261) 
          Minority interest in depreciation
           and amortization                                481,184        584,048        526,018
          Share of joint venture depreciation
           and amortization                             (1,287,793)      (987,912)      (688,686) 
          Provision for loss on operating              
           properties held for sale                    (12,995,412)             -              -
          Gain (loss) on sale of operating                
           properties                                    3,082,625       (232,989)     9,824,122
          Minority interest of exchangeable
            operating partnership units                 (2,492,419)    (2,897,778)    (1,826,273)
                                                       ------------- ------------- --------------
            Net income                               $  87,610,832     89,845,964     50,590,074
                                                       ============= ============= ==============

      Assets (in thousands):
        Retail segment                               $   2,454,476      2,463,639      1,187,238
        Service operations segment                         447,929        123,233         20,870
        Cash and other assets                              132,739         68,064         31,999
                                                       ------------- ------------- --------------
          Total assets                               $   3,035,144      2,654,936      1,240,107
                                                       ============= ============= ==============
</TABLE>


                                   F-15
                              

<PAGE>

                           REGENCY CENTERS CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 2000


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 $85.2 million
      and $66.9 million at December 31, 2000 and 1999, respectively.  Net income
      is allocated to the Company in accordance with the respective  partnership
      agreements.  On June 30, 2000, the Company acquired the non-owned  portion
      of nine joint ventures,  previously accounted for using the equity method,
      for $4.4 million  consisting of cash, common stock and Units. As a result,
      these joint ventures are  wholly-owned by the Company and are consolidated
      for financial reporting purposes as of the date of acquisition.

      On December 31,  2000,  the Company  contributed  $4.5 million to Columbia
      Regency  Retail  Partners,  LLC  ("Columbia")  representing  a 10%  equity
      interest.  The  remaining  90% of  Columbia  is owned by  Columbia  PERFCO
      Partners,  L.P., an affiliate of Oregon Public Employees  Retirement Fund.
      Columbia  was formed  for the  purpose of  investing  in grocery  anchored
      shopping centers.

5.    Notes Payable and Unsecured Line of Credit

      The Company's  outstanding  debt at December 31, 2000 and 1999 consists of
      the following (in thousands):

                                                           2000         1999
                                                          ------       ------
             Notes Payable:
                 Fixed rate mortgage loans          $      270,491      382,715
                 Variable rate mortgage loans               40,640       11,376
                 Fixed rate unsecured loans                529,941      370,696
                                                       ------------ ------------
                       Total notes payable                 841,072      764,787
             Unsecured line of credit                      466,000      247,179
                                                       ------------ ------------
                      Total                         $    1,307,072    1,011,966
                                                       ============ ============

      On December 15, 2000, the Company,  through RCLP,  completed a $10 million
      unsecured  private debt offering with an interest rate of 8.0%.  The notes
      were priced at 99.375%, are due on December 15, 2010 and are guaranteed by
      the Company.  On August 29, 2000, the Company,  through RCLP,  completed a
      $150 million  unsecured debt offering with an interest rate of 8.45%.  The
      notes  were  priced  at  99.819%,  are due on  September  1,  2010 and are
      guaranteed by the Company.  The net proceeds of the offerings were used to
      reduce the balance of the unsecured line of credit (the "Line").







                                      F-16


<PAGE>


                           REGENCY CENTERS CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 2000


5.    Notes Payable and Unsecured Line of Credit (continued)

      In July 2000,  the Company  modified the terms of its Line by reducing the
      commitment  to $625  million.  The Line matures in March 2002,  but may be
      extended  annually for one-year  periods.  Borrowings  under the Line bear
      interest  at a variable  rate  based on LIBOR plus a 1% spread  (7.875% at
      December  31,  2000)  compared  to LIBOR plus a 1.075%  spread  (7.575% at
      December  31,  1999),  and is  dependent  on the Company  maintaining  its
      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.  The Line is used  primarily to finance the
      acquisition  and  development  of real estate,  but is also  available for
      general working capital purposes.

      Subsequent  to December 31,  2000,  the Company paid down the Line by $265
      million from the proceeds of an unsecured  debt  offering for $220 million
      completed on January 22, 2001,  and from the proceeds from the sale of two
      shopping centers to Columbia completed on December 31, 2000.

      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 9.5%.

      During 1999, the Company  assumed debt with a fair value of $402.6 million
      related to the acquisition of real estate, which included debt premiums of
      $4.1  million  based  upon the  above  market  interest  rates of the debt
      instruments.  Debt  premiums are  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, 2000,  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
                                           ----------- ------------ ------------

        2001                           $       5,413       67,676       73,089
        2002 (includes the Line)               4,719      510,084      514,803
        2003                                   4,691       23,299       27,990
        2004                                   5,066      199,897      204,963
        2005                                   3,883      148,031      151,914
        Beyond 5 Years                        32,016      292,490      324,506
        Unamortized debt premiums                  -        9,807        9,807
                                           ----------- ------------ ------------
             Total                     $      55,788    1,251,284    1,307,072
                                           =========== ============ ============

                                   F-17

<PAGE>

                           REGENCY CENTERS CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 2000


5.    Notes Payable and Unsecured Line of Credit (continued)

      Unconsolidated  partnerships and joint ventures had mortgage loans payable
      of $14.3  million at December 31, 2000,  and the  Company's  proportionate
      share of these loans was $5.9 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 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

      In May and September  2000, the Company issued $70 million and $24 million
      of 8.75% Series E and Series F Cumulative  Redeemable Preferred Units (the
      "Preferred  Units"),  respectively.  The issues were sold to institutional
      investors in private placements for $100.00 per unit. The Preferred Units,
      which  may be  called  by the  Partnership  at par  on or  after  May  and
      September  2005,  respectively,  have  no  stated  maturity  or  mandatory
      redemption, and pay a cumulative, quarterly dividend at an annualized rate
      of  8.75%.  At any  time  after 10 years  from the date of  issuance,  the
      Preferred Units may be exchanged for 8.75% Cumulative Redeemable Preferred
      Stock  ("Preferred  Stock") at an exchange rate of one share for one unit.
      The Preferred  Units and the related  Preferred  Stock are not convertible
      into common stock of the Company. The net proceeds of these offerings were
      used to reduce the Line. In 1999,  the Company  issued  similar  preferred
      units in  several  series in the  amount of $210  million  with an average
      fixed  distribution rate of 8.93%. At December 31, 2000, the face value of
      total  preferred  units  issued was $384  million  with an  average  fixed
      distribution  rate  of  8.72%  vs.  $290  million  with an  average  fixed
      distribution rate of 8.71% at December 31, 1999.

      Terms and conditions of the Preferred Units are summarized as follows:

<TABLE>
<CAPTION>


               Units          Issue          Issuance     Distribution    Callable      Redeemable
  Series      Issued          Price           Amount          Rate       By Company   by Unitholder
------------ ----------    -----------    -------------- ------------- ------------- ---------------
<S>          <C>        <C>             <C>                  <C>          <C>            <C>


Series A     1,600,000  $      50.00    $     80,000,000     8.125%       06/25/03       06/25/08
Series B       850,000        100.00          85,000,000     8.750%       09/03/04       09/03/09
Series C       750,000        100.00          75,000,000     9.000%       09/03/04       09/03/09
Series D       500,000        100.00          50,000,000     9.125%       09/29/04       09/29/09
Series E       700,000        100.00          70,000,000     8.750%       05/25/05       05/25/10
Series F       240,000        100.00          24,000,000     8.750%       09/08/05       09/08/10
                                        ----------------
            -----------
             4,640,000                  $    384,000,000
            ===========                 ================
</TABLE>



                                   F-18


<PAGE>


                           REGENCY CENTERS CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 2000


6.    Stockholders' Equity and Minority Interest (continued)

      As part of the  acquisition  of Pacific,  the Company  issued Series 1 and
      Series 2  preferred  stock.  During  1999,  a holder of Series 2 preferred
      stock  converted  all of their shares into 14,987  shares of common stock.
      During 2000,  the remaining  Series 1 preferred  stock was converted  into
      537,107 shares of Series 2 preferred  stock.  Series 2 preferred  stock is
      convertible  into  common  stock  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  stock any time after  October 20, 2010 at a price of $20.83 per
      share, plus all accrued but unpaid dividends.

      During  1999,  the  Board  of  Directors   authorized  the  repurchase  of
      approximately  $65 million of the  Company's  outstanding  shares  through
      periodic open market transactions or privately negotiated transactions. At
      March 31, 2000,  the Company had completed the program by purchasing  3.25
      million shares.

      During  1999,  2,500,000  shares of Class B common  stock  converted  into
      2,975,468 shares of common stock.

      On June 11, 1996, the Company entered into a Stockholders Agreement with a
      subsidiary of Security  Capital  Group  Incorporated  ("SCG")  granting it
      certain rights such as purchasing common stock, nominating representatives
      to the  Company's  Board  of  Directors,  and  subjecting  SCG to  certain
      restrictions including voting and ownership  restrictions.  In conjunction
      with the  acquisition  of Pacific in 1999,  SCG  exchanged  their  Pacific
      shares for 22.6 million Regency common shares.





















                                            F-19


<PAGE>


                           REGENCY CENTERS CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 2000



7.    Earnings Per Share

      The following summarizes the calculation of basic and diluted earnings per
      share for the years ended  December 31, 2000,  1999 and 1998 (in thousands
      except per share data):


<TABLE>
<CAPTION>

                                                        2000        1999        1998
                                                      ---------- ----------- ------------
      <S>                                          <C>           <C>         <C>    
      Basic Earnings Per Share (EPS) Calculation:
      -------------------------------------------
      Weighted average common shares
        outstanding                                      56,754      53,494       25,150
                                                      ========== =========== ============

      Net income for common stockholders           $     84,794      87,601       50,590
      Less: dividends paid on Class B common
        stock                                                 -       1,409        5,378
                                                      ---------- ----------- ------------

      Net income for Basic  EPS                    $     84,794      86,192       45,212
                                                      ========== =========== ============

         Basic EPS                                 $       1.49        1.61         1.80
                                                      ========== =========== ============

      Diluted Earnings Per Share (EPS) Calculation:
      ---------------------------------------------
      Weighted average shares outstanding
         for Basic EPS                                   56,754      53,494       25,150
      Exchangeable operating partnership units            1,851       2,004        1,223
      Incremental shares to be issued under
        common stock options using the Treasury
        method                                               54           4           14
      Contingent units or shares for the
        acquisition of real estate                            -           -          511
                                                      ---------- ----------- ------------
      Total diluted shares                               58,659      55,502       26,898
                                                      ========== =========== ============

      Net income for Basic EPS                     $     84,794      86,192       45,212
      Add: minority interest of exchangeable
        operating partnership units                       2,492       2,898        1,826
                                                      ---------- ----------- ------------

      Net income for Diluted EPS                   $     87,286      89,090       47,038
                                                      ========== =========== ============

      Diluted EPS                                  $       1.49        1.61         1.75
                                                      ========== =========== ============ 
</TABLE>



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






                                            F-20




<PAGE>


                           REGENCY CENTERS CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 2000


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 contain  vesting terms of
      one to five years from the date of grant.

      At December 31, 2000, there were  approximately 2 million shares available
      for grant  under the Plan.  The per share  weighted-average  fair value of
      stock options granted during 2000 and 1999 was $2.18 and $1.23 on the date
      of grant using the Black Scholes  option-pricing  model with the following
      weighted-average   assumptions:  2000  -  expected  dividend  yield  8.1%,
      risk-free interest rate of 6.7%,  expected volatility 20%, and an expected
      life of 6.0 years; 1999 - expected dividend yield 9.2%, risk-free interest
      rate of 5.7%,  expected volatility 21%, and an expected life of 5.3 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                     2000         1999         1998
       -------------------                     ----         ----         ----

       As reported:                   $       84,794      87,601        50,590
         Net income per share:
           Basic                      $         1.49        1.61          1.80
           Diluted                    $         1.49        1.61          1.75

       Pro forma:                     $       83,864      85,448        49,565
         Net income per share:
           Basic                      $         1.48        1.57          1.76
           Diluted                    $         1.47        1.57          1.71








                                            F-21

<PAGE>


                           REGENCY CENTERS CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 2000


8.    Long-Term Stock Incentive Plans (continued)

      Stock option activity during the periods indicated is as follows:

                                                               Weighted
                                          Number of            Average
                                           Shares           Exercise Price
                                        --------------     -----------------

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

  Granted                                      52,924           21.59
  Forfeited                                  (170,798)          25.52
  Exercised                                   (21,017)          21.69
                                        --------------     -----------------

Outstanding, December 31, 2000              3,590,777   $       23.50
                                        ==============     =================


      The following table presents information regarding all options outstanding
at December 31, 2000:

                    Weighted
                    Average                                   Weighted
   Number of       Remaining             Range of              Average
    Options       Contractual            Exercise             Exercise
  Outstanding         Life                Prices                Price
--------------  ----------------  -------------------   -------------------

    412,823          8.32        $    16.75 - 19.81      $       19.73
  1,410,239          7.72             20.83 - 23.19              21.87
  1,767,715          6.37             25.00 - 27.69              25.68
-------------  -----------------   ------------------  --------------------
  3,590,777          7.12        $    16.75 - 27.69      $       23.50
=============  =================  ==================  ====================



                                      F-22


<PAGE>

                           REGENCY CENTERS CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 2000


8.    Long-Term Stock Incentive Plans (continued)

      The following  table  presents  information  regarding  options  currently
exercisable at December 31, 2000:

                                                            Weighted
     Number of                    Range of                   Average
      Options                     Exercise                  Exercise
    Exercisable                    Prices                     Price
-------------------   --------------------------   ----------------------

      135,850           $      16.75 - 19.81          $       19.55
      653,789                  20.83 - 23.19                  21.96
    1,176,409                  25.00 - 27.69                  25.62
------------------   ---------------------------   ----------------------
    1,966,048           $      16.75 - 27.69          $       23.98
==================   ===========================   ======================

      Also as part of the Plan,  officers and other key employees  have received
      loans to purchase  stock with market rates of interest,  have been granted
      restricted stock, and have been granted dividend equivalents. During 2000,
      1999,  and  1998,  the  Company  charged   $3,423,079,   $1,030,645,   and
      $1,322,164,  respectively,  to income on the  consolidated  statements  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, 2000,  excluding tenant
      reimbursements of operating expenses and excluding  additional  contingent
      rentals based on tenants' sales volume are as follows:


                Year Ending December 31,              Amount
              ----------------------------       ------------------

                          2001                $        248,534,659
                          2002                         237,070,457
                          2003                         214,939,060
                          2004                         184,882,360
                          2005                         156,602,001
                       Thereafter                    1,033,051,454
                                                 ------------------

                          Total               $      2,075,079,991
                                                 ==================


      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-23

<PAGE>
                           
                         REGENCY CENTERS CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 2000


10.   Contingencies

      The  Company,  like  others in the  commercial  real estate  industry,  is
      subject to numerous  environmental laws and regulations.  The operation of
      dry cleaning  plants at the  Company's  shopping  centers is the principal
      environmental  concern.  The Company believes that the tenants who operate
      these plants do so in accordance with current laws and regulations and has
      established  procedures to monitor  their  operations.  Additionally,  the
      Company  uses all legal  means to cause  tenants  to remove  dry  cleaning
      plants from its shopping centers. Where available, the Company has applied
      and been accepted into state sponsored environmental programs. The Company
      has a blanket environmental  insurance policy that covers it against third
      party liabilities and remediation costs on shopping centers that currently
      have no known  environmental  contamination.  The  Company has also placed
      environmental insurance on specific properties with known contamination in
      order to mitigate its  environmental  risk.  Management  believes that the
      ultimate  disposition of currently  known  environmental  matters will not
      have a material effect on the financial position, liquidity, or operations
      of the Company.  At December  31, 2000 and 1999,  the Company had recorded
      environmental liabilities of $2.1 million and $2.6 million, respectively.

 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 2000 and 1999:

<TABLE>
<CAPTION>


                                     2000                                    1999
                      -----------------------------------    -------------------------------------
                                                 Cash                                     Cash
    Quarter              High        Low      Dividends         High          Low      Dividends
     Ended              Price       Price      Declared         Price        Price      Declared
 ------------        ----------   ---------  ------------    ----------    --------   -----------
<S>                <C>             <C>           <C>           <C>          <C>           <C>


March 31           $   20.9375     18.3125       .48           23.1250      18.7500       .46
June 30                23.7500     19.2500       .48           22.5000      19.0000       .46
September 30           24.0000     21.2500       .48           22.1250      19.8750       .46
December 31            24.0625     20.7500       .48           20.8125      18.7500       .46

</TABLE>













                                            F-24



<PAGE>

                           REGENCY CENTERS CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 2000

12.   Summary of Quarterly Financial Data (Unaudited)

      Presented below is a summary of the consolidated  quarterly financial data
      for the years  ended  December  31, 2000 and 1999  (amounts in  thousands,
      except per share data):

<TABLE>
<CAPTION>

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

      2000:
      Revenues                 $        81,202        86,263       92,638       101,480
      Net income for
        common stockholders             21,621        15,418       23,881        23,874
      Net income per share:
        Basic                              .38           .27          .42           .42
        Diluted                            .38           .27          .42           .42

      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
</TABLE>


























                                            F-25



<PAGE>


                          Independent Auditors' Report
                         On Financial Statement Schedule


The Shareholders and Board of Directors
Regency Centers Corporation


Under date of January 30, 2001, we reported on the  consolidated  balance sheets
of Regency Centers Corporation as of December 31, 2000 and 1999, 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, 2000, as contained
in the annual  report on Form 10-K for the year  2000.  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 2000.  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 30, 2001




                                      S-1


<PAGE>
                           REGENCY CENTERS CORPORATION

                Combined Real Estate and Accumulated Depreciation
                                December 31, 2000


<TABLE>
<CAPTION>

 
                                                                                                                Schedule III

                                               Initial Cost                                               Total Cost
                                        ---------------------------                        -----------------------------------------
                                                                       Cost Capitalized                                   Properties
                                                        Building &       Subsequent to                     Building &        Held 
                                          Land         Improvements       Acquisition        Land         Improvements     For Sale 
                                        ---------      ------------    ----------------    ---------      ------------    ----------

<S>                                    <C>              <C>             <C>               <C>              <C>            <C>      
ANASTASIA SHOPPING PLAZA                1,072,451        3,617,493          301,711        1,072,451        3,919,204              -
ASHFORD PLACE                           2,803,998        9,943,994         (403,272)       2,583,998        9,760,722              -
AVENTURA SHOPPING CENTER                2,751,094        9,317,790          540,734        2,751,094        9,858,524              -
BECKETT COMMONS                         1,625,242        5,844,871        2,309,405        1,625,242        8,154,276              -
BENEVA                                  2,483,547        8,851,199          313,511        2,483,547        9,164,710              -
BENT TREE PLAZA                         1,927,712        6,659,082           10,197        1,927,712        6,669,279              -
BERKSHIRE COMMONS                       2,294,960        8,151,236          156,479        2,294,960        8,307,715              -
BLOOMINGDALE                            3,861,759       14,100,891          361,499        3,861,759       14,462,390              -
BOLTON PLAZA                            2,660,227        6,209,110        1,512,090        2,634,664        7,746,763              -
BONNERS POINT                             859,854        2,878,641          207,833          859,854        3,086,474              -
BOYNTON LAKES PLAZA                     2,783,000       10,043,027        1,318,669        2,783,000       11,361,696              -
BRAELINN VILLAGE EQUIPORT               4,191,214       12,389,585      (16,580,799)               -                -              -
BRIARCLIFF LA VISTA                       694,120        2,462,819          583,747          694,120        3,046,566              -
BRIARCLIFF VILLAGE                      4,597,018       16,303,813        7,021,607        4,597,018       23,325,420              -
BROOKVILLE PLAZA                        1,208,012        4,205,994          376,817        1,208,012        4,582,811              -
BUCKHEAD COURT                          1,737,569        6,162,941        1,654,283        1,627,569        7,927,224              -
CAMBRIDGE SQUARE                          792,000        2,916,034        1,207,880          792,000        4,123,914              -
CARMEL COMMONS                          2,466,200        8,903,187        1,804,831        2,466,200       10,708,018              -
CARRIAGE GATE                             740,960        2,494,750        1,272,011          740,960        3,766,761              -
CENTER OF SEVEN SPRINGS                 1,737,994        6,290,048       (2,260,073)               -                -      5,767,969
CHASEWOOD PLAZA                         1,675,000       11,390,727        6,401,312        2,476,486       16,990,553              -
CHERRY GROVE                            3,533,146       12,710,297        1,826,211        3,533,146       14,536,508              -
CITY VIEW SHOPPING CENTER               1,207,204        4,341,304          118,113        1,207,204        4,459,417              -
COLUMBIA MARKETPLACE                    1,280,158        4,285,745          354,411        1,280,158        4,640,156              -
COUNTRY CLUB                            1,105,201        3,709,452          170,907        1,105,201        3,880,359              -
COURTYARD SHOPPING CENTER               1,761,567        4,187,039        1,520,641        1,761,567        5,707,680              -
CROMWELL SQUARE                         1,771,892        6,285,288          342,314        1,771,892        6,627,602              -
CUMMING 400                             2,374,562        8,420,776          558,693        2,374,562        8,979,469              -
DELK SPECTRUM                           2,984,577       11,048,896           20,949        2,984,577       11,069,845              -
DUNWOODY HALL                           1,819,209        6,450,922        3,747,250        1,819,209       10,198,172              -
DUNWOODY VILLAGE                        2,326,063        7,216,045        2,484,374        2,326,063        9,700,419              -
EAST POINTE                             1,868,120        6,742,983          919,777        2,634,366        6,896,514              -
EAST PORT PLAZA                         3,257,023       11,611,363       (1,938,895)               -                -     12,929,491
ENSLEY SQUARE                             915,493        3,120,928          610,824          915,493        3,731,752              -
EVANS CROSSING                          1,468,743        5,123,617          955,407        1,634,997        5,912,770              -
FLEMING ISLAND                          3,076,701        6,291,505        3,090,987        3,076,701        9,382,492              -
FRANKLIN SQUARE                         2,584,025        9,379,749        1,404,392        2,584,383       10,783,783              -
GARDEN SQUARE                           2,073,500        7,614,748          483,109        2,136,135        8,035,222              -
GARNER FESTIVAL                         5,591,099       19,897,197        1,793,888        5,591,099       21,691,085              -
GLENWOOD VILLAGE                        1,194,198        4,235,476          242,011        1,194,198        4,477,487              -
HAMILTON MEADOWS                        2,034,566        6,582,429       (8,616,995)               -                -              -
HAMPSTEAD VILLAGE                       2,769,901        6,379,103        1,240,203        3,392,115        6,997,092              -
HARPETH VILLAGE FIELDSTONE              2,283,874        5,559,498        3,734,419        2,283,874        9,293,917              -
HIGHLAND SQUARE                         2,615,250        9,359,722        5,666,627        2,615,250       15,026,349              -
HINSDALE LAKE COMMONS                   4,217,840       15,039,854        1,584,249        5,729,008       15,112,935              -
HYDE PARK                               9,240,000       33,340,181        2,776,959        9,735,102       35,622,038              -
KERNERSVILLE PLAZA                      1,741,562        6,081,020          528,997        1,741,562        6,610,017              -
KINGS CROSSING (SUN CITY)               2,349,602        4,599,101                -                -                -      6,948,703
KINGSDALE SHOPPING CENTER               3,866,500       14,019,614        5,321,237        4,027,691       19,179,660              -
LAGRANGE MARKETPLACE                      983,923        3,294,003          130,433          983,923        3,424,436              -
LAKE PINE PLAZA                         2,008,110        6,908,986          612,580        2,008,110        7,521,566              -
LAKESHORE                               1,617,940        5,371,499           64,081        1,617,940        5,435,580              -
LOEHMANNS PLAZA                         3,981,525       14,117,891          868,942        3,981,525       14,986,833              -
LOVEJOY STATION                         1,540,000        5,581,468           59,667        1,540,000        5,641,135              -
LUCEDALE MARKETPLACE                      641,565        2,147,848          139,567          641,565        2,287,415              -
MAINSTREET SQUARE                       1,274,027        4,491,897           93,113        1,274,027        4,585,010              -
MARINERS VILLAGE                        1,628,000        5,907,835          195,659        1,628,000        6,103,494              -
MARKETPLACE  ST PETE                    1,287,000        4,662,740          317,523        1,287,000        4,980,263              -
MARTIN DOWNS VILLAGE CENTER             2,000,000        5,133,495        3,244,491        2,437,664        7,940,322              -
MARTIN DOWNS VILLAGE SHOPPES              700,000        1,207,861        3,356,349          817,135        4,447,075              -
MAXTOWN ROAD (NORTHGATE)                1,753,136        6,244,449           39,147        1,753,136        6,283,596              -
MAYNARD CROSSING                        4,066,381       14,083,800        1,226,756        4,066,381       15,310,556              -
MEMORIAL BEND SHOPPING CENTER           3,256,181       11,546,660        2,357,507        3,366,181       13,794,167              -
MERCHANTS VILLAGE                       1,054,306        3,162,919        3,408,515        1,054,306        6,571,434              -
MILLHOPPER                              1,073,390        3,593,523        1,051,405        1,073,390        4,644,928              -
NASHBORO                                1,824,320        7,167,679          432,712        1,824,320        7,600,391              -
NEWBERRY SQUARE                         2,341,460        8,466,651        1,223,887        2,341,460        9,690,538              -
NORTH MIAMI SHOPPING CENTER               603,750        2,021,250           95,210          603,750        2,116,460              -
NORTHLAKE VILLAGE I                     2,662,000        9,684,740                -        2,662,000        9,684,740              -
OAKLEY PLAZA                            1,772,540        6,406,975           78,733        1,772,540        6,485,708              -
OCEAN BREEZE                            1,250,000        3,341,199        2,530,807        1,527,400        5,594,606              -
OLD ST AUGUSTINE PLAZA                  2,047,151        7,355,162        1,080,463        2,047,151        8,435,625              -
ORCHARD SQUARE                          1,155,000        4,135,353        2,090,979        1,155,000        6,226,332              -
PACES FERRY PLAZA                       2,811,522        9,967,557        2,111,899        2,811,622       12,079,356              -
PALM HARBOUR SHOPPING VILLAGE           2,899,928       10,998,230        1,359,022        2,905,098       12,352,082              -
PALM TRAILS PLAZA                       2,438,996        5,818,523          (31,171)       2,218,233        6,008,115              -
PARK PLACE                              2,231,745        7,974,362           86,600        2,231,745        8,060,962              -
PARKWAY STATION                         1,123,200        4,283,917          300,648        1,123,200        4,584,565              -
PEACHLAND PROMENADE                     1,284,562        5,143,564          173,687        1,284,561        5,317,252              -
PEARTREE VILLAGE                        5,196,653        8,732,711       10,768,493        5,196,653       19,501,204              -
PIKE CREEK                              5,077,406       18,860,183          724,905        5,077,406       19,585,088              -
PINE TREE PLAZA                           539,000        1,995,927        3,381,345          539,000        5,377,272              -
POWERS FERRY SQUARE                     3,607,647       12,790,749        4,022,113        3,607,647       16,812,862              -
POWERS FERRY                            1,190,822        4,223,606          263,165        1,190,822        4,486,771              -
QUEENSBOROUGH                           1,826,000        6,501,056         (807,932)       1,163,021        6,356,103              -
REGENCY COURT                           3,571,337       12,664,014       (1,930,142)               -                -     14,305,209
REGENCY SQUARE  BRANDON                   577,975       18,156,719        8,320,161        4,491,461       22,563,394              -
RIVERMONT STATION                       2,887,213       10,445,109          101,952        2,887,213       10,547,061              -
ROSWELL VILLAGE                         2,304,345        6,777,200       (9,081,545)               -                -              -
RUSSELL RIDGE                           2,153,214                -        6,608,950        2,215,341        6,546,823              -
SANDY PLAINS VILLAGE                    2,906,640       10,412,440        1,691,401        2,906,640       12,103,841              -
SANDY SPRINGS VILLAGE                     733,126        2,565,411        1,112,061          733,126        3,677,472              -
SHOPPES @ 104                           2,651,000        9,523,429          610,192        2,651,000       10,133,621              -
SHOPPES AT MASON                        1,576,656        5,357,855                -        1,576,656        5,357,855              -
SILVERLAKE                              2,004,860        7,161,869           98,371        2,004,860        7,260,240              -
SOUTH MONROE                            1,200,000        6,566,974       (1,345,539)         874,999        5,546,436              -
SOUTH POINTE CROSSING                   4,399,303       11,116,491          927,990        4,399,303       12,044,481              -
ST ANN SQUARE                           1,541,883        5,597,282           19,817        1,541,883        5,617,099              -
STATLER SQUARE                          2,227,819        7,479,952          720,700        2,227,819        8,200,652              -
TAMIAMI TRAILS                          2,046,286        7,462,646          196,617        2,046,286        7,659,263              -
TEQUESTA SHOPPES                        1,782,000        6,426,042       (2,482,514)               -                -      5,725,528
TERRACE WALK                            1,196,286        2,935,683          149,052        1,196,286        3,084,735              -
THE MARKETPLACE                         1,211,605        4,056,242        2,927,775        1,758,434        6,437,188              -
TINWOOD HOTEL SITE                      6,942,321                -                -                -                -      6,942,321
TOWN CENTER AT MARTIN DOWNS             1,364,000        4,985,410           35,225        1,364,000        5,020,635              -
TOWN SQUARE                               438,302        1,555,481        4,815,369          768,302        6,040,850              -
TROWBRIDGE CROSSING EQUIPORT              910,263        1,914,551       (2,824,814)               -                -              -
UNION SQUARE SHOPPING CENTER            1,578,654        5,933,889          425,198        1,578,656        6,359,085              -
UNIVERSITY COLLECTION                   2,530,000        8,971,597          209,563        2,530,000        9,181,160              -
UNIVERSITY MARKETPLACE                  3,250,562        7,044,579       (3,925,333)               -                -      6,369,808
VILLAGE CENTER 6                        3,885,444       10,799,316          505,099        3,885,444       11,304,415              -
VILLAGE IN TRUSSVILLE                     973,954        3,260,627          133,183          973,954        3,393,810              -
WATERFORD TOWNE CENTER                  5,650,058        6,843,671        1,188,271        6,289,801        7,392,199              -
WELLEBY                                 1,496,000        5,371,636        1,450,793        1,496,000        6,822,429              -
WELLINGTON MARKET PLACE                 5,070,384       13,308,972       (2,531,150)               -                -     15,848,206
WELLINGTON TOWN SQUARE                  1,914,000        7,197,934          837,800        1,914,000        8,035,734              -
WEST COUNTY                             1,491,462        4,993,155          146,986        1,491,462        5,140,141              -
WESTCHESTER PLAZA                       1,857,048        6,456,178          646,769        1,857,048        7,102,947              -
WINDMILLER PLAZA PHASE I                2,620,355       11,190,526          926,947        2,620,355       12,117,473              -
WOODCROFT SHOPPING CENTER               1,419,000        5,211,981          392,720        1,419,000        5,604,701              -
WORTHINGTON PARK CENTRE                 3,346,203       10,053,858          947,237        3,346,203       11,001,095              -

ARAPAHO VILLAGE                           837,148        8,031,688          260,963          837,148        8,292,651              -
ARDEN SQUARE                            3,140,000        7,420,438      (10,560,438)               -                -              -
BETHANY PARK PLACE                      4,604,877        5,791,750                -        4,604,877        5,791,750              -
BLOSSOM VALLEY                          7,803,568       10,320,913          135,248        7,803,568       10,456,161              -
BOULEVARD CENTER                        3,659,040        9,658,227          200,350        3,659,040        9,858,577              -
BRISTOL WARNER                          5,000,000       11,997,016          138,051        5,000,000       12,135,067              -
BUCKLEY SQUARE                          2,970,000        5,126,240           45,247        2,970,000        5,171,487              -
CASA LINDA PLAZA                        4,515,000       30,809,330          204,222        4,515,000       31,013,552              -
CASCADE PLAZA                           3,023,165       10,694,460        4,758,038                -                -     18,475,663
CHAMPIONS FOREST                        2,665,875        8,678,603           36,800        2,665,875        8,715,403              -
CHERRY PARK MARKET                      2,400,000       16,162,934          298,667        2,400,000       16,461,601              -
CHEYENNE MEADOWS                        1,601,425        7,700,084                -        1,601,425        7,700,084              -
COOPER STREET                           2,078,891       10,682,189           38,749        2,078,891       10,720,938              -
COSTA VERDE                            12,740,000       25,261,188          114,685       12,740,000       25,375,873              -
COUNTRY CLUB CALIF                      3,000,000       11,657,200           59,857        3,000,000       11,717,057              -
CREEKSIDE PHASE II                        390,802        1,397,415                -          390,802        1,397,415              -
CROSSROADS                              3,513,903        2,595,055                -        3,513,903        2,595,055              -
DIABLO PLAZA                            5,300,000        7,535,866           56,934        5,300,000        7,592,800              -
EL CAMINO                               7,600,000       10,852,428          259,628        7,600,000       11,112,056              -
EL NORTE PARKWAY PLA                    2,833,510        6,332,078           73,976        2,833,510        6,406,054              -
ENCINA GRANDE                           5,040,000       10,378,539          164,054        5,040,000       10,542,593              -
FRIARS MISSION                          6,660,000       27,276,992           29,524        6,660,000       27,306,516              -
FRISCO PRESTONBROOK                     4,703,516       10,761,732                -        4,703,516       10,761,732              -
HANCOCK                                 8,231,581       24,248,620        1,272,299        8,231,581       25,520,919              -
HARWOOD HILLS VILLAGE                   2,852,704        8,996,133           70,486        2,852,704        9,066,619              -
HAWTHORNE PLAZA                                 -          196,481         (196,481)               -                -              -
HEBRON PARK                             1,887,281        5,375,951                -                -                -      7,263,232
HERITAGE LAND                          12,390,000                -                -       12,390,000                -              -
HERITAGE PLAZA                                  -       23,675,957          301,686                -       23,977,643              -
HILLCREST VILLAGE                       1,600,000        1,797,686            8,506        1,600,000        1,806,192              -
INGLEWOOD PLAZA                         1,300,000        1,862,406          122,591        1,300,000        1,984,997              -
JAMES CENTER                            2,706,000        9,451,497        7,812,892                -                -     19,970,389
KELLER TOWN CENTER                              -              690             (690)               -                -              -
LAKE MERIDIAN                           6,510,000       12,121,889          243,497        6,510,000       12,365,386              -
LEETSDALE MARKETPLACE                   3,420,000        9,933,701           13,863        3,420,000        9,947,564              -
LITTLETON SQUARE                        2,030,000        8,254,964            4,653        2,030,000        8,259,617              -
LLOYD KING CENTER                       1,779,180        8,854,803                -        1,779,180        8,854,803              -
LOEHMANNS PLAZA CALIFORNIA              5,420,000        8,679,135          123,476        5,420,000        8,802,611              -
MACARTHUR PARK PHASE I                  3,915,848        6,837,889                -                -                -     10,753,737
MARKET AT PRESTON FOREST                4,400,000       10,752,712            3,919        4,400,000       10,756,631              -
MARKET AT ROUND ROCK                    2,000,000        9,676,170           43,868        2,000,000        9,720,038              -
MILLS POINTE                            2,000,000       11,919,176           33,869        2,000,000       11,953,045              -
MOCKINGBIRD COMMON                      3,000,000        9,675,600          214,737        3,000,000        9,890,337              -
MONUMENT JACKSON CREEK                  2,999,482        6,476,151                -        2,999,482        6,476,151              -
MORNINGSIDE PLAZA                       4,300,000       13,119,929          113,015        4,300,000       13,232,944              -
MURRAYHILL MARKETPLACE                  2,600,000       15,753,034          335,958        2,600,000       16,088,992              -
NEWLAND CENTER                         12,500,000       12,221,279          351,933       12,500,000       12,573,212              -
NORTH HILLS                             4,900,000       18,972,202           78,584        4,900,000       19,050,786              -
NORTHVIEW PLAZA                         1,956,961        8,694,879           47,155        1,956,961        8,742,034              -
OAKBROOK PLAZA                          4,000,000        6,365,704            5,229        4,000,000        6,370,933              -
PASEO VILLAGE                           2,550,000        7,780,102           79,597        2,550,000        7,859,699              -
PIMA CROSSING                           5,800,000       24,891,690          192,340        5,800,000       25,084,030              -
PINE LAKE VILLAGE                       6,300,000       10,522,041           56,514        6,300,000       10,578,555              -
PLAZA DE HACIENDA                       4,230,000       11,741,933          118,865        4,230,000       11,860,798              -
PLAZA HERMOSA                           4,200,000        9,369,630           48,788        4,200,000        9,418,418              -
PRESTON PARK                            6,400,000       46,896,071          109,678        6,400,000       47,005,749              -
PRESTONWOOD PARK                                -           12,276          (12,276)               -                -              -
REDLANDS MARKET                                 -                -                -                -                -              -
REDONDO VILLAGE CENTER                          -                -           24,752                -           24,752              -
RIDGLEA PLAZA                           1,675,498       12,912,138          128,081        1,675,498       13,040,219              -
RONA PLAZA                              1,500,000        4,356,480           15,370        1,500,000        4,371,850              -
SAMMAMISH HIGHLAND                      9,300,000        7,553,288          100,138        9,300,000        7,653,426              -
SAN FERNANDO VALUE SQUARE               2,448,407        8,765,266                -                -                -     11,213,673
SAN LEANDRO                             1,300,000        7,891,091           34,326        1,300,000        7,925,417              -
SANTA ANA DOWTOWN                       4,240,000        7,319,468           51,218        4,240,000        7,370,686              -
SEQUOIA STATION                         9,100,000       17,899,819           19,740        9,100,000       17,919,559              -
SHERWOOD MARKET CENTER                  3,475,000       15,897,972           44,542        3,475,000       15,942,514              -
SHILOH PHASE II                           288,135        1,822,692                -          288,135        1,822,692              -
SOUTH POINT PLAZA                       5,000,000       10,085,995           64,627        5,000,000       10,150,622              -
SOUTHCENTER                             1,300,000       12,250,504            5,321        1,300,000       12,255,825              -
SOUTHPARK                               3,077,667        9,399,976           48,068        3,077,667        9,448,044              -
STRAWFLOWER VILLAGE                     4,060,228        7,232,936           71,139        4,060,228        7,304,075              -
STROH RANCH                             4,138,423        7,110,856                -        4,138,423        7,110,856              -
SUNNYSIDE 205                           1,200,000        8,703,281           51,636        1,200,000        8,754,917              -
TARRANT PARKWAY VILLAGE                         -                -                -                -                -              -
TASSAJARA CROSSING                      8,560,000       14,899,929           26,755        8,560,000       14,926,684              -
THE PROMENADE                           2,526,480       12,712,811          162,056        2,526,480       12,874,867              -
THE VILLAGE                               522,313        6,984,992          116,839          522,313        7,101,831              -
THOMAS LAKE                             6,000,000       10,301,811            5,136        6,000,000       10,306,947              -
TWIN PEAKS                              5,200,000       25,119,758           71,465        5,200,000       25,191,223              -
VALLEY RANCH CENTRE                     3,021,181       10,727,623                -        3,021,181       10,727,623              -
VENTURA VILLAGE                         4,300,000        6,351,012           23,271        4,300,000        6,374,283              -
WALKER CENTER                           3,840,000        6,417,522            4,398        3,840,000        6,421,920              -
WEST HILLS                              2,200,000        6,045,233                -        2,200,000        6,045,233              -
WEST PARK PLAZA                         5,840,225        4,991,746          110,970        5,840,225        5,102,716              -
WESTLAKE VILLAGE CENTER                 7,042,728       25,744,011          394,390        7,042,728       26,138,401              -
WOODMAN VAN NUYS                        5,500,000        6,835,246           45,215        5,500,000        6,880,461              -
WOODSIDE CENTRAL                        3,500,000        8,845,697           21,979        3,500,000        8,867,676              -
OPERATING BUILD TO SUIT PROPERTIES     11,158,450       30,478,383                -                -                -     41,636,833
                                       ---------------------------------------------------------------------------------------------
                                      620,308,743    1,833,804,353      107,682,531      564,089,984    1,813,554,881    184,150,762
                                      ==============================================================================================
</TABLE>




<TABLE>
<CAPTION>
                                                                               Total
                                                                               Net of
                                                          Accumulated       Accumulated
                                             Total        Depreciation      Depreciation           Mortgages
                                             -----        ------------      ------------           ---------
 
<S>                                     <C>              <C>              <C>                    <C>
ANASTASIA SHOPPING PLAZA                    4,991,655        834,635          4,157,020                    -
ASHFORD PLACE                              12,344,720      1,264,099         11,080,621            4,439,839          
AVENTURA SHOPPING CENTER                   12,609,618      3,090,545          9,519,073            8,325,714          
BECKETT COMMONS                             9,779,518        477,481          9,302,037                    -
BENEVA                                     11,648,257        477,015         11,171,242                    -
BENT TREE PLAZA                             8,596,991        521,063          8,075,928            5,425,181          
BERKSHIRE COMMONS                          10,602,675      1,531,756          9,070,919                    -
BLOOMINGDALE                               18,324,149      1,074,042         17,250,107                    -
BOLTON PLAZA                               10,381,427      1,412,866          8,968,561                    -
BONNERS POINT                               3,946,328        747,759          3,198,569                    -
BOYNTON LAKES PLAZA                        14,144,696        803,345         13,341,351                    -
BRAELINN VILLAGE EQUIPORT                           -              -                  -                    -
BRIARCLIFF LA VISTA                         3,740,686        409,919          3,330,767                    -
BRIARCLIFF VILLAGE                         27,922,438      2,290,157         25,632,281           12,932,901            
BROOKVILLE PLAZA                            5,790,823        367,136          5,423,687                    -
BUCKHEAD COURT                              9,554,793        902,438          8,652,355                    -
CAMBRIDGE SQUARE                            4,915,914        330,962          4,584,952                    -
CARMEL COMMONS                             13,174,218      1,019,471         12,154,747                    -
CARRIAGE GATE                               4,507,721      1,093,281          3,414,440            2,202,286          
CENTER OF SEVEN SPRINGS                     5,767,969              -          5,767,969                    -
CHASEWOOD PLAZA                            19,467,039      3,733,220         15,733,819                    -
CHERRY GROVE                               18,069,654        979,644         17,090,010                    -
CITY VIEW SHOPPING CENTER                   5,666,621        508,109          5,158,512                    -
COLUMBIA MARKETPLACE                        5,920,314        961,958          4,958,356                    -
COUNTRY CLUB                                4,985,560        797,642          4,187,918                    -
COURTYARD SHOPPING CENTER                   7,469,247      1,627,178          5,842,069                    -
CROMWELL SQUARE                             8,399,494        797,071          7,602,423                    -
CUMMING 400                                11,354,031      1,078,135         10,275,896            6,272,880          
DELK SPECTRUM                              14,054,422        877,663         13,176,759           10,000,000            
DUNWOODY HALL                              12,017,381        849,171         11,168,210                    -
DUNWOODY VILLAGE                           12,026,482      1,087,192         10,939,290            7,015,740          
EAST POINTE                                 9,530,880        546,513          8,984,367            5,072,570          
EAST PORT PLAZA                            12,929,491              -         12,929,491                    -
ENSLEY SQUARE                               4,647,245        450,754          4,196,491                    -
EVANS CROSSING                              7,547,767        430,440          7,117,327            4,164,789          
FLEMING ISLAND                             12,459,193        408,968         12,050,225            3,278,199          
FRANKLIN SQUARE                            13,368,166        857,149         12,511,017            8,827,413          
GARDEN SQUARE                              10,171,357        662,842          9,508,515            6,280,967          
GARNER FESTIVAL                            27,282,184      1,176,383         26,105,801                    -
GLENWOOD VILLAGE                            5,671,685        562,428          5,109,257            2,028,574          
HAMILTON MEADOWS                                    -              -                  -                    -
HAMPSTEAD VILLAGE                          10,389,207        266,895         10,122,312           10,362,993            
HARPETH VILLAGE FIELDSTONE                 11,577,791        680,182         10,897,609                    -
HIGHLAND SQUARE                            17,641,599        846,864         16,794,735            3,719,181          
HINSDALE LAKE COMMONS                      20,841,943        797,810         20,044,133                    -
HYDE PARK                                  45,357,140      3,240,897         42,116,243           24,750,000            
KERNERSVILLE PLAZA                          8,351,579        448,209          7,903,370            5,068,534          
KINGS CROSSING (SUN CITY)                   6,948,703              -          6,948,703                    -
KINGSDALE SHOPPING CENTER                  23,207,351      1,326,800         21,880,551                    -
LAGRANGE MARKETPLACE                        4,408,359        716,774          3,691,585                    -
LAKE PINE PLAZA                             9,529,676        515,286          9,014,390            5,782,351          
LAKESHORE                                   7,053,520        400,597          6,652,923            3,602,120          
LOEHMANNS PLAZA                            18,968,358      1,831,189         17,137,169                    -
LOVEJOY STATION                             7,181,135        492,642          6,688,493                    -
LUCEDALE MARKETPLACE                        2,928,980        495,134          2,433,846                    -
MAINSTREET SQUARE                           5,859,037        446,758          5,412,279                    -
MARINERS VILLAGE                            7,731,494        606,338          7,125,156                    -
MARKETPLACE  ST PETE                        6,267,263        652,196          5,615,067                    -
MARTIN DOWNS VILLAGE CENTER                10,377,986      1,810,700          8,567,286                    -
MARTIN DOWNS VILLAGE SHOPPES                5,264,210        718,297          4,545,913                    -
MAXTOWN ROAD (NORTHGATE)                    8,036,732        444,588          7,592,144            5,230,580          
MAYNARD CROSSING                           19,376,937      1,037,540         18,339,397           11,374,878            
MEMORIAL BEND SHOPPING CENTER              17,160,348      1,691,123         15,469,225            7,822,505          
MERCHANTS VILLAGE                           7,625,740        553,291          7,072,449                    -
MILLHOPPER                                  5,718,318      1,353,102          4,365,216                    -
NASHBORO                                    9,424,711        347,547          9,077,164                    -
NEWBERRY SQUARE                            12,031,998      1,984,916         10,047,082            6,166,402          
NORTH MIAMI SHOPPING CENTER                 2,720,210        843,093          1,877,117                    -
NORTHLAKE VILLAGE I                        12,346,740         63,615         12,283,125            6,874,684          
OAKLEY PLAZA                                8,258,248        622,549          7,635,699                    -
OCEAN BREEZE                                7,122,006      1,307,238          5,814,768                    -
OLD ST AUGUSTINE PLAZA                     10,482,776        964,259          9,518,517                    -
ORCHARD SQUARE                              7,381,332        593,771          6,787,561                    -
PACES FERRY PLAZA                          14,890,978      1,406,588         13,484,390                    -
PALM HARBOUR SHOPPING VILLAGE              15,257,180      1,373,908         13,883,272                    -
PALM TRAILS PLAZA                           8,226,348        401,001          7,825,347                    -
PARK PLACE                                 10,292,707        439,261          9,853,446                    -
PARKWAY STATION                             5,707,765        561,309          5,146,456                    -
PEACHLAND PROMENADE                         6,601,813        880,779          5,721,034            4,002,787          
PEARTREE VILLAGE                           24,697,857      1,747,608         22,950,249           12,433,938            
PIKE CREEK                                 24,662,494      1,249,361         23,413,133           12,012,638            
PINE TREE PLAZA                             5,916,272        301,909          5,614,363                    -
POWERS FERRY SQUARE                        20,420,509      1,880,304         18,540,205                    -
POWERS FERRY                                5,677,593        530,917          5,146,676            2,851,309          
QUEENSBOROUGH                               7,519,124        346,699          7,172,425                    -
REGENCY COURT                              14,305,209              -         14,305,209                    -
REGENCY SQUARE  BRANDON                    27,054,855      7,484,193         19,570,662                    -
RIVERMONT STATION                          13,434,274        937,782         12,496,492                    -
ROSWELL VILLAGE                                     -              -                  -                    -
RUSSELL RIDGE                               8,762,164      1,011,633          7,750,531            5,961,171          
SANDY PLAINS VILLAGE                       15,010,481      1,294,591         13,715,890                    -
SANDY SPRINGS VILLAGE                       4,410,598        450,089          3,960,509                    -
SHOPPES @ 104                              12,784,621        691,798         12,092,823                    -
SHOPPES AT MASON                            6,934,511        386,510          6,548,001            3,791,705          
SILVERLAKE                                  9,265,100        471,440          8,793,660                    -
SOUTH MONROE                                6,421,435        382,069          6,039,366                    -
SOUTH POINTE CROSSING                      16,443,784        589,761         15,854,023                    -
ST ANN SQUARE                               7,158,982        548,212          6,610,770            4,749,168          
STATLER SQUARE                             10,428,471        610,841          9,817,630            5,306,699          
TAMIAMI TRAILS                              9,705,549        689,222          9,016,327                    -
TEQUESTA SHOPPES                            5,725,528              -          5,725,528                    -
TERRACE WALK                                4,281,021        786,840          3,494,181                    -
THE MARKETPLACE                             8,195,622      1,227,572          6,968,050            2,129,448          
TINWOOD HOTEL SITE                          6,942,321              -          6,942,321                    -
TOWN CENTER AT MARTIN DOWNS                 6,384,635        514,055          5,870,580                    -
TOWN SQUARE                                 6,809,152        260,555          6,548,597                    -
TROWBRIDGE CROSSING EQUIPORT                        -              -                  -                    -
UNION SQUARE SHOPPING CENTER                7,937,741        738,870          7,198,871                    -
UNIVERSITY COLLECTION                      11,711,160        979,939         10,731,221                    -
UNIVERSITY MARKETPLACE                      6,369,808              -          6,369,808                    -
VILLAGE CENTER 6                           15,189,859      1,511,545         13,678,314                    -
VILLAGE IN TRUSSVILLE                       4,367,764        734,953          3,632,811                    -
WATERFORD TOWNE CENTER                     13,682,000        326,425         13,355,575                    -
WELLEBY                                     8,318,429      1,054,642          7,263,787                    -
WELLINGTON MARKET PLACE                    15,848,206              -         15,848,206                    -
WELLINGTON TOWN SQUARE                      9,949,734        907,099          9,042,635                    -
WEST COUNTY                                 6,631,603      1,160,716          5,470,887                    -
WESTCHESTER PLAZA                           8,959,995        621,736          8,338,259            5,600,542          
WINDMILLER PLAZA PHASE I                   14,737,828        737,265         14,000,563                    -
WOODCROFT SHOPPING CENTER                   7,023,701        639,384          6,384,317                    -
WORTHINGTON PARK CENTRE                    14,347,298        848,258         13,499,040            4,748,362          
                                                                                                                    
ARAPAHO VILLAGE                             9,129,799        385,189          8,744,610                    -
ARDEN SQUARE                                        -              -                  -                    -
BETHANY PARK PLACE                         10,396,627        556,948          9,839,679                     
BLOSSOM VALLEY                             18,259,729        485,999         17,773,730                    -
BOULEVARD CENTER                           13,517,617        447,686         13,069,931                    -
BRISTOL WARNER                             17,135,067        571,758         16,563,309                    -
BUCKLEY SQUARE                              8,141,487        278,470          7,863,017                    -
CASA LINDA PLAZA                           35,528,552      1,460,938         34,067,614                    -
CASCADE PLAZA                              18,475,663              -         18,475,663                    -
CHAMPIONS FOREST                           11,381,278        399,594         10,981,684                    -
CHERRY PARK MARKET                         18,861,601        781,399         18,080,202                    -
CHEYENNE MEADOWS                            9,301,509        431,938          8,869,571                    -
COOPER STREET                              12,799,829        499,146         12,300,683                    -
COSTA VERDE                                38,115,873      1,395,884         36,719,989                    -
COUNTRY CLUB CALIF                         14,717,057        537,025         14,180,032                    -
CREEKSIDE PHASE II                          1,788,217         17,037          1,771,180                    -
CROSSROADS                                  6,108,958        118,794          5,990,164                    -
DIABLO PLAZA                               12,892,800        349,573         12,543,227                    -
EL CAMINO                                  18,712,056        522,595         18,189,461                    -
EL NORTE PARKWAY PLA                        9,239,564        302,695          8,936,869                    -
ENCINA GRANDE                              15,582,593        496,383         15,086,210                    -
FRIARS MISSION                             33,966,516      1,248,338         32,718,178           17,453,137            
FRISCO PRESTONBROOK                        15,465,248        367,845         15,097,403           13,260,822            
HANCOCK                                    33,752,500      1,188,985         32,563,515                    -
HARWOOD HILLS VILLAGE                      11,919,323        420,040         11,499,283                    -
HAWTHORNE PLAZA                                     -              -                  -                    -
HEBRON PARK                                 7,263,232              -          7,263,232                    -
HERITAGE LAND                              12,390,000              -         12,390,000                    -
HERITAGE PLAZA                             23,977,643      1,135,395         22,842,248                    -
HILLCREST VILLAGE                           3,406,192         83,526          3,322,666                    -
INGLEWOOD PLAZA                             3,284,997         88,139          3,196,858                    -
JAMES CENTER                               19,970,389              -         19,970,389            5,595,471          
KELLER TOWN CENTER                                  -              -                  -                    -
LAKE MERIDIAN                              18,875,386        585,478         18,289,908                    -
LEETSDALE MARKETPLACE                      13,367,564        469,014         12,898,550                    -
LITTLETON SQUARE                           10,289,617        378,156          9,911,461                    -
LLOYD KING CENTER                          10,633,983        474,316         10,159,667                    -
LOEHMANNS PLAZA CALIFORNIA                 14,222,611        417,764         13,804,847                    -
MACARTHUR PARK PHASE I                     10,753,737              -         10,753,737                    -
MARKET AT PRESTON FOREST                   15,156,631        492,863         14,663,768                    -
MARKET AT ROUND ROCK                       11,720,038        454,263         11,265,775            7,166,436          
MILLS POINTE                               13,953,045        558,274         13,394,771                    -
MOCKINGBIRD COMMON                         12,890,337        458,892         12,431,445                    -
MONUMENT JACKSON CREEK                      9,475,633        309,046          9,166,587                    -
MORNINGSIDE PLAZA                          17,532,944        621,997         16,910,947                    -
MURRAYHILL MARKETPLACE                     18,688,992        764,161         17,924,831            8,026,284          
NEWLAND CENTER                             25,073,212        618,954         24,454,258                    -
NORTH HILLS                                23,950,786        874,016         23,076,770            8,395,474          
NORTHVIEW PLAZA                            10,698,995        404,387         10,294,608                    -
OAKBROOK PLAZA                             10,370,933        331,533         10,039,400                    -
PASEO VILLAGE                              10,409,699        369,153         10,040,546            3,917,989          
PIMA CROSSING                              30,884,030      1,155,342         29,728,688                    -
PINE LAKE VILLAGE                          16,878,555        485,956         16,392,599                    -
PLAZA DE HACIENDA                          16,090,798        551,477         15,539,321            6,509,029          
PLAZA HERMOSA                              13,618,418        435,598         13,182,820                    -
PRESTON PARK                               53,405,749      2,162,645         51,243,104                    -
PRESTONWOOD PARK                                    -              -                  -                    -
REDLANDS MARKET                                     -              -                  -                    -
REDONDO VILLAGE CENTER                         24,752              -             24,752                    -
RIDGLEA PLAZA                              14,715,717        621,794         14,093,923                    -
RONA PLAZA                                  5,871,850        200,250          5,671,600                    -
SAMMAMISH HIGHLAND                         16,953,426        353,196         16,600,230                    -
SAN FERNANDO VALUE SQUARE                  11,213,673              -         11,213,673                    -
SAN LEANDRO                                 9,225,417        370,718          8,854,699                    -
SANTA ANA DOWTOWN                          11,610,686        347,982         11,262,704                    -
SEQUOIA STATION                            27,019,559        820,913         26,198,646                    -
SHERWOOD MARKET CENTER                     19,417,514        767,550         18,649,964                    -
SHILOH PHASE II                             2,110,827         10,654          2,100,173                    -
SOUTH POINT PLAZA                          15,150,622        467,948         14,682,674                    -
SOUTHCENTER                                13,555,825        565,867         12,989,958                    -
SOUTHPARK                                  12,525,711        433,470         12,092,241                    -
STRAWFLOWER VILLAGE                        11,364,303        345,656         11,018,647                    -
STROH RANCH                                11,249,279        339,149         10,910,130                    -
SUNNYSIDE 205                               9,954,917        411,200          9,543,717                    -
TARRANT PARKWAY VILLAGE                             -              -                  -                    -
TASSAJARA CROSSING                         23,486,684        687,485         22,799,199                    -
THE PROMENADE                              15,401,347        607,064         14,794,283                    -
THE VILLAGE                                 7,624,144        328,429          7,295,715                    -
THOMAS LAKE                                16,306,947        473,042         15,833,905                    -
TWIN PEAKS                                 30,391,223      1,176,551         29,214,672                    -
VALLEY RANCH CENTRE                        13,748,804        506,816         13,241,988                    -
VENTURA VILLAGE                            10,674,283        292,309         10,381,974                    -
WALKER CENTER                              10,261,920        302,713          9,959,207                    -
WEST HILLS                                  8,245,233        276,868          7,968,365            5,137,993          
WEST PARK PLAZA                            10,942,941        230,599         10,712,342                    -
WESTLAKE VILLAGE CENTER                    33,181,129      1,441,904         31,739,225                    -
WOODMAN VAN NUYS                           12,380,461        312,143         12,068,318            5,713,756          
WOODSIDE CENTRAL                           12,367,676        411,251         11,956,425                    -
OPERATING BUILD TO SUIT PROPERTIES         41,636,833      1,147,506         40,489,327                    -
                                    -------------------------------------------------------------------------       
                                        2,561,795,627    147,053,900      2,414,741,727          321,785,439          
                                    =========================================================================       
</TABLE>


                           REGENCY CENTERS CORPORATION

                Combined Real Estate and Accumulated Depreciation
                                December 31, 2000



Depreciation  and  amortization  of the  Company's  investment  in buildings and
improvements  reflected in the  statements 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 
      $2.3 billion at December 31, 2000.



The changes in total real estate assets for the period ended  December 31, 2000,
1999 and 1998:


<TABLE>
<CAPTION>
                                                                 2000              1999               1998
                                                           ----------------  -----------------  ----------------

      <S>                                                  <C>               <C>                <C>        
      Balance, beginning of period                          2,401,953,304      1,183,184,013       799,801,367
         Developed or acquired properties                     219,887,989      1,215,563,938       399,305,955
         Sale of properties                                   (56,037,062)       (18,330,608)      (24,248,801)
         Provision for loss on properties held for sale       (12,995,412)                 -                 -
         Reclass Accum Depr. Property held for Sale           (10,147,692)                 -                 -
         Improvements                                          19,134,500         21,535,961         8,325,492
                                                           ----------------  -----------------  ----------------
      Balance, end of period                                2,561,795,627      2,401,953,304     1,183,184,013
                                                           ================  =================  ================
</TABLE>




The changes in accumulated  depreciation for the period ended December 31, 2000,
1999 and 1998:


<TABLE>
<CAPTION>
                                                                  2000              1999               1998
                                                            ----------------  -----------------  ----------------

      <S>                                                   <C>               <C>                <C>       
      Balance, beginning of period                            104,467,176         58,983,738        40,795,801
         Prior depreciation Midland JV'S Transferred i          1,662,125                  -                 -
         Sale of properties                                    (3,800,803)          (721,007)       (5,121,929)
         Reclass Accum Depr. Property held for Sale           (10,147,692)                 -                 -
         Depreciation for period                               54,873,094         46,204,445        23,309,866
                                                            ----------------  -----------------  ----------------
      Balance, end of period                                  147,053,900        104,467,176        58,983,738
                                                            ================  =================  ================
</TABLE>







                       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

Sectio  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.


<PAGE>

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.


<PAGE>

(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.


<PAGE>

(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.

<PAGE>


(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 expense 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.

<PAGE>

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.


<PAGE>

(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 his 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.


<PAGE>

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.


<PAGE>

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.


<PAGE>

            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

<PAGE>

                        (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.

<PAGE>


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.

<PAGE>

                  (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.


<PAGE>

      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 5798957
                
       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.

<PAGE>


      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."

<PAGE>

(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>


004.160941.1
                                       16
                                     EXHIBIT "A'
004.160941.1

                   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).

<PAGE>

            "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.

<PAGE>


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.

<PAGE>

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,

<PAGE>

(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.

<PAGE>

                  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.

<PAGE>

(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.  

<PAGE>

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.

<PAGE>

(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.

<PAGE>



                                     [Signature Page Follows]





            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>


004.160941.1
                                        3
                                  EXHIBIT "B'
004.160941.1

                   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).

<PAGE>

            "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.

<PAGE>

            "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.

<PAGE>

(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.

<PAGE>

(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).

<PAGE>

            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

<PAGE>

      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)

<PAGE>

      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

<PAGE>

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.

<PAGE>

(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.

<PAGE>

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.

<PAGE>

(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

<PAGE>

      (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.

<PAGE>

            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).

<PAGE>

            (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.

<PAGE>

            (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.

<PAGE>

                  (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.

<PAGE>

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.

<PAGE>

            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


<PAGE>

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.

<PAGE>

            (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.

<PAGE>

            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.


<PAGE>

            (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.

<PAGE>

                  (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.

<PAGE>

            (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,

<PAGE>

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>


Fax Audit No. H99000022256
Fax Audit No. H99000022256            10
Fax Audit No. H99000022256
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. H99000022256
                   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

<PAGE>

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.

<PAGE>

                  (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).

<PAGE>

            (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.


<PAGE>

            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.

<PAGE>

            (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                      7
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.

<PAGE>

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).

<PAGE>

            (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.

<PAGE>

            (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.

<PAGE>

                  (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

<PAGE>

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

<PAGE>

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>



22

004.160941.1

                   ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF
                           REGENCY REALTY CORPORATION
                     DESIGNATING THE PREFERENCES, RIGHTS AND
                        LIMITATIONS OF 700,000 SHARES OF
                    8.75% SERIES E 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 May 25, 2000 has classified 700,000
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 700,000  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 E 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 E
Cumulative  Redeemable  Preferred  Stock (to the  extent not set by the Board of
Directors  in the  resolutions  referred  to in Article 0 of these  Articles  of
Amendment) and  authorizing the issuance of up to 700,000 shares of 8.75% Series
E 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 E  Cumulative  Redeemable  Preferred  Stock" (the
"Series E  Preferred  Stock")  is hereby  established.  The  number of shares of
Series E Preferred Stock shall be 700,000.

            Section 2. Rank. The Series E 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 E 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 E 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 E Preferred Stock. The term "equity securities" does not include debt


<PAGE>

securities,  which will rank  senior to the Series E  Preferred  Stock  prior to
conversion. The Series E Preferred Stock is expressly designated as ranking on a
parity with the Series 1 Cumulative  Convertible Redeemable Preferred Stock, the
Series 2 Cumulative  Convertible  Redeemable Preferred Stock, Series A Preferred
Stock, the Series B Preferred Stock, the Series C Preferred Stock and the Series
D 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 E Preferred Stock as to payment
of  distributions,  holders of Series E  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 8.75% of the
$100.00  liquidation  preference  per share of Series E  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  E  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  E
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 E  Preferred  Stock will be made to the  holders of
record of the Series E 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 E Preferred Stock Distribution  Payment Date (each a "Distribution Record
Date"). Notwithstanding anything to the contrary set forth herein, each share of
Series E Preferred  Stock  shall also  continue to accrue all accrued and unpaid
distributions,  whether or not declared, up to the exchange date on any Series E
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. 4 to Third Amended and Restated  Agreement
of Limited  Partnership  dated as of May 25, 2000 (as amended,  the "Partnership
Agreement"))  validly  exchanged into such share of Series E 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  E
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 E Preferred  Stock will accumulate as of the Series E 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 E Preferred Stock  Distribution
Payment Date to holders of record of the Series E 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  E
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 E
Preferred Stock, any Parity Preferred Stock with respect to distributions or any
Junior Stock, unless in each case, all distributions accumulated on all Series E
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 E Preferred  Stock,  Junior Stock or Parity Preferred Stock
into stock of the Corporation  ranking junior to the Series E Preferred Stock as
to  distributions,  and (iii)  purchases  by the  Corporation  of such  Series E
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.

<PAGE>

                  (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 E Preferred  Stock,  all  distributions  authorized and
declared  on the  Series  E  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 E 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 E 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 E 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 E  Preferred  Stock  with  respect to rights  upon any  voluntary  or
involuntary  liquidation,  dissolution  or  winding-up of the  Corporation,  the
holders of Series E  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 E 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 E
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  E  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 E Preferred
Stock and such Parity  Preferred Stock shall be made so that the payments on the
Series E 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 E
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 E
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 E
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.


<PAGE>

            Section 5. Optional  Redemption.  (a) Right of Optional  Redemption.
The Series E Preferred  Stock may not be redeemed  prior to May 25, 2005.  On or
after such  date,  the  Corporation  shall have the right to redeem the Series E
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 E  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 E Preferred
Stock are to be redeemed,  the shares of Series E 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
E 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 E Preferred Stock unless all accumulated and unpaid
distributions  have been paid on all Series E 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 E  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 E 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 E 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 E Preferred Stock to be redeemed,  (iv) the
place or  places  where  such  shares  of  Series E  Preferred  Stock  are to be
surrendered for payment of the redemption  price, (v) that  distributions on the
Series E  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 E Preferred  Stock.  If fewer than all of the shares of
Series E  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 E
Preferred Stock held by such holder to be redeemed.

                  (ii)  If the  Corporation  gives a  notice  of  redemption  in
respect of Series E 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 E  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 E Preferred  Stock upon surrender of the  certificate  evidencing the
Series E Preferred  Stock by such holders at the place  designated in the notice
of  redemption.  If fewer than all Series E  Preferred  Stock  evidenced  by any
certificate is being redeemed,  a new certificate shall be issued upon surrender
of the  certificate  evidencing  all Series E Preferred  Stock,  evidencing  the
unredeemed  Series E Preferred Stock without cost to the holder thereof.  On and
after the date of  redemption,  distributions  will cease to  accumulate  on the
Series E Preferred Stock or portions  thereof called for redemption,  unless the
Corporation defaults in the payment thereof. If any date fixed for redemption of
Series E 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 E Preferred  Stock is  improperly  withheld or refused and
not paid by the Corporation, distributions on such Series E 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 E  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.


<PAGE>

            Section 6.  Voting  Rights.  (a) General. Holders  of the  Series E
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 E Preferred Units prior to
the exchange into Series E Preferred  Stock),  whether or not  consecutive,  and
shall not have been paid in full (a "Series E 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 E 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 E 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
E Preferred  Stock, a special meeting of the holders of Series E 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 E 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 E
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 E  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 E 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 E  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 E  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 E 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  E  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 E 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.

<PAGE>

            (c) Certain Voting Rights.  So long as any Series E Preferred  Stock
remains outstanding,  the Corporation shall not, without the affirmative vote of
the holders of at least  two-thirds of the Series E 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 E
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 E 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 E 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 E Preferred Stock for other preferred stock having  substantially the
same  terms and same  rights as the Series E  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 E Preferred  Stock and no vote of
the Series E 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  E  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 E 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 E Preferred Stock shall be required in such case.

            Section  7. No  Conversion  Rights.  The  holders  of the  Series  E
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 E Preferred Stock.

            Section 9. No Preemptive Rights. No holder of the Series E 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 E 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>


      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 May, 2000.

                                       REGENCY REALTY CORPORATION




                                       By:
                                          Name: Bruce M. Johnson
                                          Title:  Executive Vice President


[SEAL]

[ATTEST]




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]




<PAGE>


                                      15
                   ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF

                           REGENCY REALTY CORPORATION

                     DESIGNATING THE PREFERENCES, RIGHTS AND

                        LIMITATIONS OF 240,000 SHARES OF

                    8.75% SERIES F 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 May 15, 2000 and  resolutions  duly adopted by the
Pricing Committee,  a committee of the Board of Directors,  on September 8, 2000
has classified 240,000 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  240,000  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 "8.75% Series F 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 F
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 240,000 shares of 8.75% Series
F 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 F Cumulative Redeemable Preferred Stock" (the
      "Series F Preferred Stock") is hereby established. The number of shares of
      Series F Preferred Stock shall be 240,000.

            Section 2. Rank. The Series F 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 F 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  F  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 F Preferred
      Stock and includes the Series A Cumulative Redeemable Preferred Stock, the

<PAGE>

      Series B Cumulative  Redeemable  Preferred  Stock, the Series C Cumulative
      Redeemable  Preferred Stock, the Series D Cumulative  Redeemable Preferred
      Stock,  the Series E 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 F 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 F Preferred
      Stock as to payment of distributions,  holders of Series F 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 F
      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 F
      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 F  Preferred
      Stock  will be made to the  holders  of record of the  Series F  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 F  Preferred  Stock  shall also  continue to accrue all accrued and
      unpaid distributions,  whether or not declared, up to the exchange date on
      any Series F 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,  that  certain  Third  Amendment  to Third  Amended and
      Restated Agreement of Limited  Partnership dated as of September 29, 1999,
      Amendment  No. 4 to the Third  Amended and  Restated  Agreement of Limited
      Partnership  of Operating  Partnership,  undated,  Amendment  No. 5 to the
      Third Amended and Restated  Agreement of Limited  Partnership of Operating
      Partnership, dated as of September 7, 2000, and that certain Amendment No.
      6 to the Third Amended and Restated  Agreement of Limited  Partnership  of
      Operating  Partnership,  dated as of  September  8, 2000 (as  amended  the
      "Partnership  Agreement"))  validly  exchanged into such share of Series F
      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 F
      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 (as defined in the  Charter) 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).

<PAGE>

            (c)  Distributions   Cumulative.   Distributions  on  the  Series  F
      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 F 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 F  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 F 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 F 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 F
            Preferred   Stock,  any  Parity  Preferred  Stock  with  respect  to
            distributions  or any  Junior  Stock,  unless,  in  each  case,  all
            distributions  accumulated  on all Series F 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 F
            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  F  Preferred   Stock,   all
            distributions  authorized  and  declared  on the Series F  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 F 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 F
            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.

            (e) No Further Rights. Holders of Series F 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
      F Preferred Stock with respect to rights upon any voluntary or involuntary
      liquidation,  dissolution or winding-up of the Corporation, the holders of
      Series F 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 F 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 F 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
      F  Preferred  Stock  and any  Parity  Preferred  Stock as to  rights  upon

<PAGE>

      liquidation, dissolution or winding-up of the Corporation, all payments of
      liquidating  distributions on the Series F Preferred Stock and such Parity
      Preferred  Stock  shall  be made so that  the  payments  on the  Series  F
      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 F
      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 F  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  F  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 F Preferred Stock may
      not be redeemed  prior to  September 8, 2005.  On or after such date,  the
      Corporation  shall have the right to redeem the Series F 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  F  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 F
      Preferred Stock are to be redeemed, the shares of Series F 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 F  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  F  Preferred   Stock   unless  all
            accumulated and unpaid  distributions have been paid on all Series F
            Preferred Stock for all quarterly  distribution  periods terminating
            on or prior to the date of redemption.

<PAGE>

            (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 F 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 F 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 F 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 F Preferred
            Stock to be redeemed,  (iv) the place or places where such shares of
            Series F Preferred  Stock are to be  surrendered  for payment of the
            redemption  price, (v) that  distributions on the Series F 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 F Preferred Stock. If fewer than all of
            the shares of Series F 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 F Preferred  Stock held by such holder to
            be redeemed.

                  (ii)  If the  Corporation  gives a  notice  of  redemption  in
            respect  of  Series  F  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 F 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 F
            Preferred  Stock upon  surrender of the  certificate  evidencing the
            Series F Preferred Stock by such holders at the place  designated in
            the notice of redemption. If fewer than all Series F Preferred Stock
            evidenced by any  certificate is being  redeemed,  a new certificate
            shall be issued upon  surrender of the  certificate  evidencing  all
            Series  F  Preferred  Stock,  evidencing  the  unredeemed  Series  F
            Preferred Stock without cost to the holder thereof. On and after the
            date of  redemption,  distributions  will cease to accumulate on the
            Series F Preferred Stock or portions  thereof called for redemption,
            unless the Corporation  defaults in the payment thereof. If any date
            fixed for  redemption of Series F 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 F
            Preferred  Stock is  improperly  withheld or refused and not paid by
            the Corporation, distributions on such Series F 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 F  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 F Preferred  Stock will not have
      any voting rights, except as set forth below.


<PAGE>

            (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 F
            Preferred  Units  prior to the  exchange  into  Series  F  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 F 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 F
            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 F Preferred Stock, a special meeting of
            the holders of Series F Preferred Stock and all the series of Parity
            Preferred  Stock which are (i) on parity with the Series F 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 F  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 F  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 F 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 F  Preferred  Stock that would have been
            entitled to vote at such meeting.

<PAGE>

                  (iii)  If and  when  all  accumulated  distributions  and  the
            distribution  for the  current  distribution  period on the Series F
            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 F  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 F 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  F
            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 F Preferred  Stock
      remains  outstanding,  the Corporation  shall not, without the affirmative
      vote of the holders of at least two-thirds of the Series F Preferred Stock
      and  the  Series  F  Preferred  Units  outstanding  at such  time  and not
      previously  surrendered in exchange for Series F Preferred Stock together,
      if applicable, voting as a single class based on the number of shares into
      which such Series F Preferred  Units are then  convertible  (collectively,
      the "Series F 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 F  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 F 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 F 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 F Preferred Stock for other preferred stock having
      substantially  the same terms and same  rights as the  Series F  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 F
      Preferred  Stock and no vote of the  Series F 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)

<PAGE>

      junior  to the  Series F  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 F 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 F Preferred Stock shall be required in such case.

            Section  7. No  Conversion  Rights.  The  holders  of the  Series  F
      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 F Preferred Stock.

            Section 9. No Preemptive Rights. No holder of the Series F 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 F 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.

                        (SPACE LEFT INTENTIONALLY BLANK)



<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
______________________  and  attested  to by its  Secretary  on this  8th day of
September, 2000.


                                          REGENCY REALTY CORPORATION


                                          By:_____________________________
                                              Name:
                                              Title:
[SEAL]
ATTEST:


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




<PAGE>








                           REGENCY REALTY CORPORATION


                     AMENDMENT TO ARTICLES OF INCORPORATION
                       (Changing Name to Regency Centers 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, an amendment
to Section  1.1 of the  Articles  of  Incorporation,  as restated on November 4,
1996,  was  approved by the Board of  Directors at a meeting held on November 1,
2000 and adopted by the written  consent dated January 15, 2001 of  shareholders
owning a majority of the corporation=s outstanding voting stock. The only voting
group entitled to vote on the adoption of the amendment  consists of the holders
of the corporation's  common stock and Series 2 Preferred Stock, voting together
as a single class.  The number of votes cast by such voting group was sufficient
for  approval by that voting  group.  Section  1.1 of the  Restated  Articles of
Incorporation  of the  Company  is hereby  amended  in its  entirety  to read as
follows:

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

      This amendment shall be effective February 12, 2001.

      IN  WITNESS  WHEREOF,  the  undersigned  Senior  Vice  President  of  this
corporation has executed these Articles of Amendment this day of February, 2001.





                                J. Christian Leavitt, Senior Vice President




                           CHANGE OF CONTROL AGREEMENT

         THIS AGREEMENT is made as of this 1st day of June, 2000, by and between
REGENCY  REALTY   CORPORATION,   a  Florida   corporation  (the  "Company")  and
__________________ ("Employee").

         WHEREAS, the Company wishes to provide inducement to Employee to remain
as an executive  officer of the Company and a key employee of the Company and/or
one or more of its Affiliates (as defined below) or other entities the ownership
of which is attributable  to the Company  pursuant to Section 318 (including any
successor  provision)  of the  Internal  Revenue  Code of 1986,  as amended (the
"Code")  (the  Company,  its  Affiliates  and  such  entities  are  referred  to
collectively as the "Regency Entities");

         WHEREAS,  the parties agree that the restrictive  covenants  underlying
certain of Employee's  obligations under this Agreement are necessary to protect
the goodwill or other business  interests of the Regency  Entities and that such
restrictive  covenants  do not impose a greater  restraint  than is necessary to
protect such goodwill or other business interests.

         In  consideration  of Employee's  agreement to continue as an executive
officer  of the  Company  and as an  employee  of one  or  more  of the  Regency
Entities, Employee and the Company agree as follows:


1.       Definitions.  The following definitions shall apply:
         -----------

(a)      "Beneficial Owner" of securities means any securities:
          ----------------

(i)      which such Person or any of such Person's "Affiliates" and "Associates,
         as such terms are defined in Rule 12b-2 of the General  Rules and  
         Regulations  of the  Securities  Exchange  Act of 1934 (the "Exchange 
         Act"), has the right to acquire (whether such right is exercisable  
         immediately or only after the passage of time) pursuant to any 
         agreement,  arrangement or understanding,  or upon the exercise of  
         conversion  rights,  exchange  rights,  rights,  warrants or options, 
         or otherwise;  provided,  however,  that  a  Person shall  not  be
         deemed  the  Beneficial  Owner  of,  or  to  beneficially  own,  
         securities  tendered  pursuant  to a tender or  exchange  offer made by
         or on behalf of such  Person or any of such  Person's  Affiliates  or
         Associates  until such  tendered securities are accepted for purchase; 
         or

(ii)     which such Person or any of such  Person's Affiliates  or  Associates,
         directly or  indirectly,  has the right to vote or dispose of or has
        "beneficial  ownership"  of (as  determined  pursuant to Rule 13d-3 of
         the General Rules and  Regulations  under the Exchange Act or any
         successor  provision),  including  pursuant to any agreement,  
         arrangement or understanding;  provided, however,  that a  Person shall
         not be deemed the Beneficial  Owner of, or to  beneficially  own, any 
         security under this  subsection  (ii) as a result of an agreement, 
         arrangement  or  understanding  to vote security if the agreement,  
         arrangement or understanding  arises solely from a revocable proxy or
         consent  given to such  Person  in  response  to a  public  proxy or  
         consent  solicitation  made pursuant to, and in accordance  with, the
         applicable  rules and  regulations  under the Exchange  Act and is not
         also then  reportable on a Schedule 13D under the Exchange Act (or any
         comparable or successor report); or

(iii)    which are beneficially owned,  directly or indirectly,  by any other 
         Person with which such  Person or any of such  Person's Affiliates or
         Associates  has any  agreement,  arrangement  or understanding for the
         purpose of acquiring,  holding,  voting (except   pursuant  to  a  
         revocable  proxy  as  described in subsection  (ii) above) or disposing
         of any voting  securities of the Company);

(b)      "Cause" means:
          
(i)      The willful and substantial  failure or refusal of Employee to
         perform duties assigned to Employee  (unless Employee shall be
         ill or disabled) under  circumstances where Employee would not
         have Good Reason to terminate Employee's employment hereunder,
         which  failure or refusal is not  remedied by Employee  within
         thirty (30) days after written notice from the Chief Executive
         Officer  of the  Company  or the  Board of  Directors  of such
         failure or refusal;

<PAGE>

(ii)     A  material  breach  of  Employee's  fiduciary  duties  to any
         Regency  Entity  (such as  obtaining  secret  profits from the
         Regency  Entity) or a  violation  by Employee in the course of
         performing Employee's duties to any Regency Entity of any law,
         rule or  regulation  (other than traffic  violations  or other
         minor offenses) where such violation has resulted or is likely
         to result  in  material  harm to any  Regency  Entity,  and in
         either case where such breach or violation  constituted an act
         or  omission  performed  or made  willfully,  in bad faith and
         without a  reasonable  belief  that such act or  omission  was
         within the scope of Employee's employment hereunder; or


(iii)    Employee's  engaging in illegal  conduct  (other than  traffic
         violations  or  other  minor  offenses)  which  results  in  a
         conviction (or a no contest or nolo  contendere  plea thereto)
         which is not subject to further appeal and which is materially
         injurious  to the  business  or  public  image of any  Regency
         Entity.

(c)      "Change of Control" means:
         
(i)      Fifty percent (50%) or more of the members of the Board of 
         Directors of the Company:

(1)      are not Continuing Directors, or

(2)      whether  or not they are  Continuing  Directors,  are
         nominated by or elected by the same Beneficial  Owner
         (for this purpose, a director of the Company shall be
         deemed to be  nominated  or elected  by the  Security
         Capital  Entities if the director  also is a director
         of  Security  Capital  Group,  Inc.,   including  any
         successor);

(ii)     Any  individual,  firm,  partnership,   corporation  or  other
         entity,  including  any  successor (by merger or otherwise) of
         such  entity,  or a group of any of the  foregoing  acting  in
         concert (a  "Person")  (other than any  employee  benefit plan
         maintained  by the  Company  or any entity  controlled  by the
         Company or any entity holding securities of the Company for or
         pursuant  to  the  terms  of any  such  plan  or any  trustee,
         administrator  or  fiduciary  of  such  a  plan)  becomes  the
         Beneficial Owner of securities of the Company  representing at
         least  twenty-five  percent (25%) of the combined voting power
         of the Company's then outstanding securities except:

(1)      any acquisition by any Security Capital Entity or any
         of its  Affiliates  (including the pledge to any bona
         fide  pledgee of  securities  of the  Company by such
         investor  or  its  Affiliates  to  secure  bona  fide
         indebtedness   of  such  Person  but   excluding  any
         transfer  to  or  for  the  benefit  of  the  pledgee
         pursuant  to its  rights  as  pledgee)  which is made
         while the standstill  provisions of the  Stockholders
         Agreement   are  in  effect  and  which  is  made  in
         compliance with such provisions;

(2)      any acquisition by the Company;

(3)      transfers between and among the Security Capital Entities and their 
         respective Affiliates; or

(4)      any  transaction  or series of  related  transactions
         directly with the Company which have been  authorized
         by  a  majority  of  the  Continuing  Directors  then
         serving on the Company's Board of Directors;

(iii)    There  shall be  consummated  or the  shareholders  shall have
         approved (and the Board shall not have abandoned):

(1)      any reorganization,  consolidation,  share exchange,  or merger
         (a "Business  Combination") of the Company in which the  Company is not
         the  continuing  or  surviving  corporation  or pursuant to which the
         Company's  common stock would be  converted  into cash,  securities or
         other property,  other  than a Business  Combination  in which the  
         holders  of the  Company's voting common stock  immediately  prior to 
         such Business  Combination  Beneficially Own,  directly or  indirectly,
         more  than  50%  of  the  combined   voting  power  of  the then-
         outstanding  voting  securities  entitled  to vote  generally  in the
         election  of directors  of the  corporation  resulting  from such
         initial  Business  Combination  in substantially  the  same proportions
         as  their  ownership,  immediately  prior to such Business Combination,
         of the outstanding Company voting stock, or

<PAGE>

(2)      except as provided in clause  (1),  any sale,  lease, exchange or other
         transfer (in one  transaction or a series  of  related   transactions)
         of  all, or substantially all, of the assets of the Company;

(iv)     The Company  acquires,  whether  through  purchase,  merger or
         otherwise, all or substantially all of the operating assets or
         capital stock of another  entity and in  connection  with such
         acquisition  persons are elected or  appointed to the Board of
         Directors  of the  Company who are not  directors  immediately
         prior to the  acquisition  and such persons,  even though they
         may be Continuing Directors, constitute at least fifty percent
         (50%) of the Board of Directors after such acquisition; or

(v)      The  shareholders  of the Company approve any plan or proposal for the
         liquidation or dissolution of the Company;

(d)      "Continuing Director" means:
          
(i)      any member of the Board of  Directors of the Company who was a
         member of such Board on January 1, 2000,  and any successor of
         a  Continuing   Director  who  is  recommended  to  succeed  a
         Continuing  Director by at least a majority of the  Continuing
         Directors then on such Board;

(ii)     any individual who becomes a director subsequent to January 1,
         2000,  whose  election  or  nomination  for  election  by  the
         Company's  shareholders  was  approved by a vote of at least a
         majority  of the  directors  then  comprising  the  Continuing
         Directors; and

(iii)    any individual who becomes a director pursuant to Article 2 of the 
         Stockholders Agreement;

(e)      "Good Reason" means (unless consented to in writing by the Employee):
          
(i)      a diminution  or adverse  change,  in the nature of Employee's
         title, position, reporting relationships, authority, duties or
         responsibilities  (including  as a  type  of  diminution,  the
         Employee's  occupation of the same title and/or position,  but
         with a privately-held company); or

(ii)     a diminution in Employee's total  compensation and benefits or
         the formula for Employee's incentive  compensation,  in either
         case  for  reasons  not   reasonably   related  to  Employee's
         performance; or

(iii)    a diminution, without Employee's consent, in the nature of 
         Employee's working conditions, or

(iv)     Employee  shall be  required  to perform  duties  which  would
         necessitate   relocating   Employee's   residence   beyond   a
         reasonable commuting distance from the Company's offices where
         Employee was based immediately prior to the Change of Control;
         or

(v)      a successor fails to assume this Agreement, or amends or modifies this 
         Agreement; or

(vi)     a material breach of this Agreement by the Company or a successor 
         thereto; or

(vii)    in the case of an  Employee  who is also a  director,  the failure of 
         the  Employee  to be  nominated  for re-election to the board; or

(viii)   the Company or its successor giving notice that this Agreement will not
         be automatically extended;


(f)      "Security  Capital  Entities" means Security  Capital  Holdings S.A. 
         and Security  Capital U.S. Realty and any Affiliates of either who are
         bound by the Stockholders Agreement; and

(g)      "Stockholders Agreement"  means  the  Stockholders  Agreement  dated
         July 10, 1996, as amended, among the Security Capital Entities and the
         Company.

2.       Term.  The term of this  Agreement  shall begin on the date hereof and
         end at 11:59 p.m. on December 31, 2005, and thereafter  shall
         automatically  renew for successive additional five-year  terms unless
         either party  delivers  written notice of  non-renewal  within  90 days
         of the end of the  then  current  term; provided,  however, that if a
         Change of Control has occurred during the original or any extended term
         the term of this  Agreement  shall extend for 24 calendar months after
         the end of the  calendar  month in which the  Change  of  Control
         occurs.

<PAGE>

3.       Change of Control. In the event that during the term of this  Agreement
         the Company terminates  Employee's employment without Cause or Employee
         terminates Employee's employment for Good Reason, in each case within 
         two years following a Change of Control:

(a)      Employee shall be entitled to receive a lump sum cash payment within
         fifteen (15) days  after  the date of  termination  (or at  Employee's 
         election,  equal monthly  installments  at the end of each  month  for
         twenty-four months,  the "Termination  Payment  Period")  equal  to the
         sum of (i) two times  Employee's annual  base  salary  in effect on the
         date of  termination  or,  if  greater, immediately prior to the Change
         of Control,  and (ii) an amount in cash equal to two times  Employee's
         most recent  annual  bonus,  if any, paid pursuant to the Company's 
         Annual  Incentive for Management  Plan or any successor plan ("Annual 
         Incentive Plan"), or if greater,  two times Employee's targeted Annual 
         Incentive Plan bonus for the current year in which the termination 
         occurs.

(b)      Employee shall receive fringe  benefits and other employee  benefits
         during the Termination  Payment Period (other than vacations,  stock 
         options  and  profit  sharing  contributions but  including  the life,
         health, and disability insurance) comparable to those that Employee was
         receiving on the date of termination or immediately prior to the Change
         of Control,  if greater. If such benefits cannot be provided under the
         Company's  existing benefit plans or programs,  individual coverage
         will be provided at no  additional  charge to the Employee or the cash
         equivalent thereof will be paid to the Employee.

(c)      All unvested stock options and unvested  dividend  equivalent  units
         (DEU's) held by Employee, or by the Company on the Employee's behalf,
         will fully vest on the date of termination of Employee. Employee shall
         be entitled to exercise all unexercised  stock  options  within  the
         later of ninety  (90)  days  following termination  or the  expiration
         date of such options as provided in each option agreement pertaining
         thereto. All DEU's held by the Company on Employee's behalf will be
         immediately distributed to the Employee.

(d)      All unvested  restricted stock held by the Company on the Employee's 
         behalf will  fully  vest on the date of  termination  of  Employee  and
         be  immediately distributed to Employee.

(e)      All  amounts  held by the  Company on account  for  Employee  in the 
         Regency  Realty  Deferre  Compensation  Plan  will  be distributed to 
         Employee in accordance with the Employee's election under the Plan.

(f)      The following provisions  shall apply to any stock purchase  loans owed
         by Employee to the Company (the "Stock Purchase Loans"):

(i)      Stock Purchase Loans will become non-recourse obligations on the date 
         of termination of Employee.

(ii)     Stock Purchase Loans that contain forgiveness provisions based
         on Employee  remaining  employed by any Regency  Entity and/or
         the  satisfaction  by  the  Company  of  certain   performance
         criteria (A) will not be due and payable upon  termination  of
         employment,  anything in the loan  documents  to the  contrary
         notwithstanding,  (B) shall remain outstanding,  and (C) shall
         be subject to forgiveness as if Employee's  employment had not
         been terminated.

(iii)    In the event  that (A) a Stock  Purchase  Loan  becomes due and payable
         as a result of  termination  of  employment and the  settlement of the
         Stock Purchase Loan results in ordinary  income to Employee for federal
         income  tax  purposes  ("Loan  Income"),  or (B) the  change in the 
         obligation  to non-recourse  results in Loan  Income,  the  Company
         shall also pay to Employee at the same time that it pays the other
         amounts due hereunder  (or in the case of subsequent  forgiveness, at 
         the time of such  forgiveness)  an amount with  respect to such Loan
         Income  sufficient  to cover the federal  income tax and any state or
         local  income  taxes due on such Loan Income and on the cash
         payment made under this subsection (iii).

(g)      If any payment or benefit (including, but not by way of limitation, 
         benefits such as accelerated  vesting  and/or  distributions  of stock 
         options, dividend equivalents and restricted  stock,  loan forgiveness,
         and the  continuation  of  fringe  and  other  benefits)  to  Employee
         hereunder or any other payments received or to be  received  by 
         Employee  from  the  Company  or any  successor  thereto (collectively,
         "Severance  Benefits")  (whether  payable  pursuant to the terms hereof
         or any other plan,  agreement  or  arrangement with the  Company or any
         corporation affiliated  with the Company  within the meaning of Section
         1504 of the Code) would, in  the  opinion of Tax  Counsel (as hereafter
         defined) constitute a "parachute  payment"  under  Section 280G of the 
         Code,  or if it is ultimately determined  by a court or  pursuant  to a
         final  determination  by the  Internal Revenue Service that any portion
         of  the Severance Benefits  is subject  to  the  tax (the "Excise Tax")
         imposed by Section 4999 of the Code,  then  except as  provided  in the
         last sentence of this Section 3(g),  the Company  shall pay to Employee
         fifteen  days after such  determination  an  additional  amount  (the  


<PAGE>

         "Gross-Up Payment") such that the net amount  retained by the Employee
         after  deduction of (i) any Excise  Tax;  (ii) any  federal,  state or
         local income tax  arising in respect of  imposition of such Excise Tax;
         (iii) any  federal,  state or local income tax or Excise Tax imposed
         upon the payment  provided for by this Section 3(g); and (iv) any
         interest  charges or penalties  arising as a result of filing federal, 
         state or local income tax returns in accordance with the opinion of Tax
         Counsel  described in Section 4(a),  shall be equal to the  Severance 
         Benefits. Notwithstanding the foregoing, if the amount of the Severance
         Benefits does not exceed by more than ten  percent  (10%) the  amount
         that  would be  payable  to Employee if the  Severance  Benefits  were 
         reduced to one dollar less than what would  constitute  a  "parachute 
         payment"  under  Section 280G of the Code (the "Scaled  Back  Amount"),
         then the  Severance  Benefits  shall be reduced to the Scaled Back 
         Amount, and Employee shall not be entitled to any Gross-Up Payment.

(h)      For  purposes of determining  the amount of the payments  made pursuant
         to Sections  3(f)(iii)  and 3(g)  hereof,  Employee  shall be deemed to
         pay federal income taxes at the highest  marginal  federal tax rates in
         the calendar year in which such  payment is made and any state or local
         income taxes at the highest marginal rates  applicable in the state and
         locality of Employee's domicile for income tax purposes in the calendar
         year in which such payment is made hereunder and  assuming the maximum 
         available  deduction  from income for federal  income taxes purposes of
         any such state or local income taxes.

4.       Procedure.
        
(a)      For purposes of Section  3(g),  within  sixty (60) days after delivery 
         of a  written notice of  termination  by the Employee or by the Company
         pursuant  to  this Agreement, the Company shall obtain, at its expense,
         the opinion (which  need  not be unqualified) of  nationally recognized
         tax counsel ("Tax Counsel") selected  by  the  Company's  independent
         auditors, which sets forth (i) the "base amount" within the meaning of
         Section  280G;  (ii) the aggregate present value of the payments in the

         nature of compensation to the Employee as prescribed in Section 280G(b)
         (2)(A)(ii);  and  (iii)  the  amount  and  present  value  of  any  
         "excess parachute  payment"  within  the  meaning  of  Section  280G(b)
         (1). For purposes of such opinion,  the value of any non-cash benefits 
         or  any  deferred  payment  or  benefit  shall  be  determined  by  the
         Company's   independent auditors in  accordance with the principles of
         Section 280G,  which determination shall be evidenced in a certificate 
         of such auditors  addressed  to the Company and Employee. Such opinion 
         shall  be  dated  as of  the date of  termination  of  Employee's  
         employment and addressed  to the Company and the Employee and shall be
         binding  upon the Company  and  the Employee.

(b)      The  provisions  of Section  3,  including  the  calculations, notices 
         and opinions provided  for herei  shall  be based upon  the conclusive 
         presumption that

(i)      the  compensation  and  benefits provided for in Section 3 hereof, and
         (ii)  any other compensation  earned  prior to the  Change  in  Control
         by the Employee pursuant to the Company's compensation programs if such
         payments  would  have  been  made  in  the future in any  event,  even
         though  the  timing  of  such  payment  is  triggered  by  the  Change
         of  Control, is  reasonable,  provided,  however,  that in the event
         such Tax Counsel so  equests in connection  with the opinion  required
         by Section 4(a),  the  Company  shall obtain at its expense,  and Tax
         Counsel may rely on in providing the opinion,  the advice of a firm of 
         recognized  executive compensation  consultants  as  to  the  
         reasonableness  of  any  item ofcompensation to be received by the 
         Employee.

5.       Compensation  Upon  Termination.  Except as  provided  in Section  3(g)
         with respect  to  the  Scaled  Back  Amount,  Employee  shall  not be
         required to mitigate the  amount of any compensation  or other amounts
         payable  to Employee  hereunder pursuant  to  Section 3 ("Change of
         Control") following  the  early  termination of Employee's  employment,
         by  securing  other employment or otherwise, nor will such compensation
         be reduced by reason of Employee  securing other  employment or for any
         other reason.

6.       Confidentiality and Non-Competition.
         
(a)      Employee  will not use or disclose any confidential information of any
         Regency  Entity  without  the  Company's  prior  written   consent,   
         except in furtherance of the business of the Regency Entities or except
         as  may  be  required  by law. Additionally, and without limiting the 
         foregoing, Employee  agrees  not to  participate in or facilitate the 
         dissemination   to  the media  or  any other  third  party (i) of any
         confidential  information concerning any Regency Entity or any employee
         of  any  Regency  Entity,  or  (ii)  of any  damaging  or  defamatory
         information  concerning  Employee's experiences  as an  employee of any
         Regency Entity, without the Company's  prior written consent except as
         may be required by law. Notwithstanding the foregoing, this paragraph 
         does  not apply to information which is already in the public domain 
         through no fault of the Employee.

<PAGE>

(b)      The  Company  agrees  not to  disclose  to any third  party any
         information concerning the terms of Employee's employment or Employee's
         work-related  performance or, in the event that Employee ceases to be
         employed hereunder, the reasons or basis for Employee's  termination of
         employment,  without Employee's prior written consent or except as may
         be required by law.

(c)      During  Employee's  employment and during the one-year period after 
         Employee ceases to be employed by any of the Regency Entities, Employee
         agrees that:

(i)      unless Employee's  employment is terminated following a Change
         of Control  without Cause or for Good Reason,  Employee  shall
         not directly or knowingly and  intentionally  through  another
         party recruit,  induce,  solicit or assist any other Person in
         recruiting,  inducing or soliciting  any other employee of any
         Regency Entity to leave such employment;

(ii)     whether or not a Change  of Control has occurred,  Employee  shall not
         personally solicit,  induce or assist any other Person in  soliciting 
         or inducing  (A) any tenant in a shopping  center of any Regency
         Entity that was a tenant on the date of termination of Employee's  
         employment (the  "Termination  Date") to terminate a lease, or (B) any
         tenant,  property  owner or  build-to-suit  customer  with whom  any  
         Regency Entity  entered into a lease,  acquisition  contract,  business
         combination contract,  or  development  contract on the  Termination  
         Date to  terminate such lease or other contract, or (C) any prospective
         tenant,  property owner  or  prospective  build-to-suit  customer  with
         which any Regency Entity was actively  conducting  negotiations on the 
         Termination  Date with  respect  to  a lease,  acquisition,  business 
         combination or  development  project to cease such negotiations, unless
         Employee was not aware that such negotiations were being conducted.

(d)      The parties  agree  that  any  breach  of this  Section  6 will  result
         in irreparable harm to  the non-breaching party which cannot be fully
         compensated by monetary  damages and  accordingly,  in the event of any
         breach or  threatened breach  of this  Section  6,  the  non-breaching 
         party  shall  be  entitled  to injunctive relief. Should any  provision
         of this  Section 6 be  determined by  a court of  law or equity to be
         unreasonable or  unenforceable,  the parties agree that to the extent 
         it is  valid and enforceable, they shall  be bound by the same, the 
         intention  of  the  parties  being that the  parties  be given the  
         broadest protection allowed by law or equity with respect to such
         provision.

(e)      The provisions of Sections 6(a) and 6(b) shall survive the termination
         of this Agreement.

7.       Withholding.  The Company shall withhold from all payments to Employee
         hereunder all amounts  required to be withheld under applicable local,
         state or federal income tax law.

8.       Dispute  Resolution. Any  dispute, controversy  or claim between  the
         Company and Employee or other person arising out of or relating to this
         Agreement  shall be settled by arbitration  conducted in the City of
         Jacksonville in accordance with the Commercial Rules of the American  
         Arbitration  Association then in force and Florida  law within 30 days
         after  written  notice  from one party to the other requesting that the
         matter be submitted to arbitration. The arbitration decision or award
         shall be binding and final upon the  parties.  The  arbitration  award
         shall be in writing and shall set forth the basis  thereof. The parties
         hereto shall abide  by all  awards  rendered  in  such  arbitration
         proceedings, and all such awards may be enforced and executed upon in
         any court having  jurisdiction over the party against whom  enforcement
         of such award is sought.  The Company shall bear the cost with respect
         to such arbitration  (including reasonable attorney's fees and expenses
         incurred by Employee),  provided,  however,  that in the event that no
         award  is  made to  Employee, the Employee  will  be  responsible  to
         reimburse the Company for one-half of such costs.

<PAGE>

9.       Miscellaneous.  This  Agreement shall  be construed and  enforced in 
         accordance with the laws of the State of Florida (exclusive of conflict
         of law principles). In the event that any provision of this Agreement
         shall be invalid,  illegal or unenforceable,  the  remainder  shall not
         be affected  thereby.  This  Agreement supersedes  and  terminates any
         prior  employment  agreement,  change  of  control agreement or  non-
         competition  agreement  between the Company or Pacific  Retail Trust 
         (to which the Company is successor by merger) and Employee. This 
         Agreement shall  be  binding  upon and  inure  to the benefit of the 
         Employee  and  Employee's heirs and personal  representatives and the 
         Company and its successors,  assigns and legal  representatives.  The
         Company  will  require any  successor  (whether direct or indirect,  by
         purchase,  merger,  consolidation,  or  otherwise)  to expressly assume
         and agree to perform  under this  Agreement in the same manner and to
         the same extent that the Company  would be required to perform if no 
         such succession had taken place.  This Agreement may not be terminated,
         amended,  or modified except by a written  agreement  executed by the
         parties hereto or their respective successors and legal representatives

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
         of the day and year first above written.

                                                     REGENCY REALTY CORPORATION

                                                        By:
                                                        Its:
                                                       "Company"

                                                       "Employee"








                           REGENCY REALTY CORPORATION
                           1993 LONG TERM OMNIBUS PLAN




<PAGE>



                                       iii
                           REGENCY REALTY CORPORATION
                           1993 LONG TERM OMNIBUS PLAN

                                Table of Contents

                                                                            Page


Article I.  Purpose..........................................................1
      1.1   Purpose..........................................................1
      1.2   Adoption.........................................................1

Article II. Definitions......................................................1
      2.1   Affiliate........................................................1
      2.2   Annual Retainer..................................................1
      2.3   Award............................................................1
      2.4   Award Agreement..................................................1
      2.5   Board............................................................1
      2.6   Code.............................................................1
      2.7   Committee........................................................1
      2.8   Company Matching Contribution....................................2
      2.9   DEU Option.......................................................2
      2.10  Dividend Equivalent Account......................................2
      2.11  Dividend Equivalent Units........................................2
      2.12  Exchange Act.....................................................2
      2.13  Fair Market Value................................................2
      2.14  Incentive Stock Option...........................................2
      2.15  Key Employee.....................................................2
      2.16  Net Dividend Rate................................................2
      2.17  Non-Employee Director............................................2
      2.18  Non-Qualified Stock Option.......................................3
      2.19  Option...........................................................3
      2.20  PRT Merger Agreement.............................................3
      2.21  Participant......................................................3
      2.22  Performance Award................................................3
      2.23  Plan.............................................................3
      2.24  Plan Year........................................................3
      2.25  Quarterly Period.................................................3
      2.26  Released Securities..............................................3
      2.27  Restricted Stock.................................................3
      2.28  Rule 16b-3.......................................................3
      2.29  Share Equivalents................................................3
      2.30  Shares...........................................................3
      2.31  Share Value......................................................3
      2.32  Stock Appreciation Rights........................................4
      2.33  Stock Purchase Award.............................................4

Article III.  Administration.................................................4
      3.1   Committee........................................................4
      3.2   Delegation of Authority..........................................4

Article IV. Shares...........................................................5
      4.1   Number of Shares Available.......................................5
      4.2   Shares Subject to Terminated Awards..............................5
      4.3   Adjustments......................................................5

Article V.  Participation....................................................6
      5.1   Eligible Participants............................................6

Article VI. Stock Options and Stock Appreciation Rights......................6
      6.1   Grant
 of Option..................................................6
      6.2   Award of Dividend Equivalent Units...............................7
      6.3   Stock Appreciation Rights........................................9
      6.4   Compliance With Code Section 162(m)..............................9

Article VII.  Restricted Stock...............................................9
      7.1   Restricted Stock Awards..........................................9

Article VIII. Stock Purchase Awards.........................................10
      8.1   Grant of Stock Purchase Award...................................10

Article IX. Performance Awards..............................................10
      9.1   Performance Awards..............................................10

<PAGE>

Article X.  Other Share-Based Awards........................................11
      10.1  Grant of Other Awards...........................................11
      10.2  Terms of Other Awards...........................................12

Article XI. Non-Employee Director Awards....................................12
      11.1  Automatic Grant of Non-Employee Director Option Awards..........12
      11.2  Payment of Annual Retainer......................................13

Article XII.  Non-Employee Director Share Purchase Rights...................14
      12.1  Share Purchase Rights...........................................14
      12.2  Company Matching Contribution...................................14
      12.3  Deferral Election...............................................15
      12.4  Termination of Participation....................................15
      12.5  Registration....................................................15

Article XIII. Terms Applicable to All Awards Granted Under the Plan.........15
      13.1  Award Agreement.................................................15
      13.2  No Consideration for Awards.....................................16
      13.3  Awards May Be Granted Separately or Together; No Limitations
            on Other Awards to Non-Employee Directors.......................16
      13.4  Limitations on Transfer of Awards...............................16
      13.5  Term............................................................16
      13.6  Taxes...........................................................16
      13.7  Rights and Status of Recipients.................................17
      13.8  Awards Not Includable for Benefit Purposes......................17
      13.9  Share Certificates; Representation by Key Employee Participants;
            Registration Requirements.......................................17
      13.10 Amendments to Awards............................................17
      13.11 Adjustment to Awards Upon Certain Acquisitions..................17
      13.12 Correction of Defects, Omissions, and Inconsistencies...........17

Article XIV.  Amendment and Termination.....................................18
      14.1  Amendment.......................................................18
      14.2  Termination.....................................................18

Article XV. General Provisions..............................................18
      15.1  Effective Date of the Plan......................................18
      15.2  Term of Plan....................................................18
      15.3  Governing Law...................................................18
      15.4  Unfunded Status of Plan.........................................18
      15.5  Headings........................................................19
      15.6  Severability....................................................19




<PAGE>


004.132335.5
                                        2
004.132335.5

                           REGENCY REALTY CORPORATION
                           1993 LONG TERM OMNIBUS PLAN

Article I.  Purpose

1.1  Purpose.  The  purpose of the  Regency  Realty  Corporation  1993 Long Term
Omnibus Plan, as amended (the "Plan"),  is to assist Regency Realty  Corporation
(the "Company"),  together with any successor  thereto,  and its Affiliates,  to
attract and retain highly competent individuals to serve as Key Employees and as
Non-Employee  Directors who will  contribute to the  Company's  success,  and to
motivate such  Non-Employee  Directors  and Key  Employees to achieve  long-term
objectives which will inure to the benefit of all shareholders of the Company.

1.2   Adoption.  The Plan has been  approved by the Board of  Directors of the
Company subject to the approval of the Company's shareholders.

Article II. Definitions

      For  purposes of this Plan,  capitalized  terms  shall have the  following
meanings:

2.1 Affiliate  means any entity of which shares (or other  ownership  interests)
having 50 percent or more of the voting power are owned or controlled,  directly
or  indirectly,  by the  Company.  "Affiliate"  also  includes,  other  than for
purposes of issuance of Incentive  Stock Option  Awards under the Plan,  Regency
Realty Group, Inc. and its wholly-owned subsidiaries.

2.2  Annual  Retainer  means the total  amount  each  Non-Employee  Director  is
entitled to receive as annual  director's  fees,  including  fees for service as
committee  member and chair,  for serving as a director of the Company,  and any
attendance  or  other  director  fees or  payments  for  other  services  of the
Non-Employee Director to the Company or its Affiliates, at the rate in effect on
the date an Award is granted to such  Non-Employee  Director pursuant to Article
XI.

2.3 Award means any  Non-Qualified  Stock  Options or Incentive  Stock  Options,
Stock Appreciation Rights, Restricted Stock, Stock Purchase Awards,  Performance
Awards,  or any other  award made under the terms of the Plan (other than Shares
acquired  by  Non-Employee  Directors  pursuant  to Article  XII),  or any Award
granted to a Non-Employee Director pursuant to Article XI.

2.4 Award Agreement means a written agreement,  contract, or other instrument or
document  specifically  setting  forth  the terms  and  conditions  of any Award
granted under the Plan.

2.5   Board means the Board of Directors of the Company.

2.6 Code means the Internal Revenue Code of 1986, as amended from time to time.

2.7  Committee  means a  committee  of the  Board  designated  by the  Board  to
administer the Plan and composed of not less than two directors.

2.8 Company Matching  Contribution  means the amount  contributed by the Company
pursuant to Section 12.2 based on the amount of a Non-Employee  Director's Total
Purchases.

2.9 DEU Option means an Option that also  carries the right to receive  Dividend
Equivalent Units.

2.10 Dividend  Equivalent Account means an account established for a Participant
pursuant to Section 6.2 to which there are credited  Dividend  Equivalent  Units
for any DEU Option held by the Participant.

2.11 Dividend  Equivalent  Units means the right to receive  additional  Shares,
based on dividends paid on Shares, which right may be awarded with respect to an
Option as described in Section 6.2.

2.12  Exchange Act means the Securities Exchange Act of 1934, as amended.

2.13 Fair Market Value means, with respect to any property  (including,  without
limitation,  any  Shares or other  securities),  the fair  market  value of such
property  determined by such methods or procedures as shall be established  from
time to time by the Committee.

2.14  Incentive  Stock Option means an Option  designated as an incentive  stock
option as defined in Code Section 422.

<PAGE>

2.15 Key  Employee  means any officer or other key employee of the Company or of
any Affiliate who is responsible for or contributes to the  management,  growth,
or  profitability  of the business of the Company or any Affiliate as determined
by the Committee.  For purposes of the grant of substitute  options  pursuant to
the PRT Merger Agreement,  each of Dennis H. Alberts, Jane E. Mody and Joshua M.
Brown shall be deemed to be a Key Employee  even though such person may not be a
Key Employee of the Company or of any Affiliate.  In connection with any merger,
acquisition or other business  combination to which the Company or any Affiliate
is a party, the Board is authorized to designate other persons who may be deemed
Key Employees for purposes of the Plan (other than the award of Incentive  Stock
Options)  where such persons are key  employees of another party to the business
combination  (or key employees of any affiliate of such party) but do not become
employees of the Company or any Affiliate  following  the business  combination,
provided that the Board  determines  that granting  substitute  Awards under the
Plan, in place of  outstanding  awards held by the  recipient  under one or more
plans  of  the   predecessor   employer,   constitutes   appropriate   severance
compensation.

2.16 Net Dividend Rate means as to any dividend record date the cash dividend in
question computed on an annualized  basis,  divided by the exercise price of the
DEU Option,  less the average  annual  dividend yield on the date the DEU Option
was awarded for the  companies  included in the Standard and Poors 500 Index (or
such other  similar  index  selected  by the  Committee),  as  determined  under
procedures established by the Committee.

2.17 Non-Employee Director means each member of the Board who is not an employee
of the Company or any Affiliate.

2.18  Non-Qualified  Stock Option means an Option that is not an Incentive Stock
Option as defined by Code Section 422.

2.19 Option means any option to purchase  Shares  granted  pursuant to the Plan,
including any reload feature which also may be awarded.

2.20 PRT Merger Agreement means the Agreement and Plan of Merger dated September
23, 1998 between the Company and Pacific Retail Trust.

2.21  Participant  shall mean any Key  Employee  (referred  to as a Key Employee
Participant)  or  any  Non-Employee  Director  (referred  to  as a  Non-Employee
Director Participant) receiving an Award under the Plan.

2.22  Performance  Award  means the right,  granted  pursuant  to Article IX, to
receive an Award,  payable in cash or Shares or a combination of both at the end
of a specified period for which performance goals have been established.

2.23 Plan means the Regency  Realty  Corporation  1993 Long Term Omnibus Plan as
set forth herein, and as the same may be amended from time to time.

2.24 Plan Year means the twelve month period ending on any December 31.

2.25 Quarterly Period means a consecutive  three month period  commencing on the
first day of each January, April, July and October.

2.26 Released  Securities mean Shares of Restricted  Stock with respect to which
all applicable restrictions have expired, lapsed, or been waived.

2.27 Restricted Stock means Shares subject to restrictions imposed in connection
with Awards granted under the Plan.

2.28 Rule 16b-3 means Rule 16b-3 as  promulgated  by the Securities and Exchange
Commission under Section 16 of the Exchange Act, as the same may be amended from
time to time, and any successor rule.

2.29 Share  Equivalents  means  securities of the Company or any Affiliate which
are  convertible  into or  exchangeable  for Shares,  including units of limited
partnership interest of Regency Centers, L.P. which are exchangeable for Shares,
but shall exclude  Options and any Shares of special common stock of the Company
counted as Shares.

2.30 Shares mean the shares of common stock of the  Company,  $.01 par value per
share,  and such other  securities  or property as may become  subject to Awards
pursuant to an adjustment made under Section 4.3 of the Plan.  Shares shall also
include shares of special common stock of the Company, $.01 par value per share,
except that if shares of special common stock are  convertible  into a different
number of shares of common stock,  such shares of special  common stock shall be
treated as Share Equivalents.

2.31 Share  Value means the value of a Share based on the average of the closing
prices of a Share, as determined by the Committee, during the Quarterly Period.

2.32 Stock  Appreciation  Rights mean awards granted in accordance  with Article
VI.

2.33 Stock  Purchase  Award means an Award,  granted in accordance  with Article
VIII, of the right to acquire Shares of the Company.

<PAGE>

Article III.......Administration

3.1  Committee.  The  Plan  will be  administered  by the  Committee;  provided,
however,  that if at any time  the  Committee  shall  not be in  existence,  the
functions of the Committee shall be exercised by the Board. Subject to the terms
of the Plan and  applicable  law,  the  Committee  shall  have  full  power  and
authority to: (i) designate Key Employees to be Participants; (ii) determine the
type or types of Awards to be granted  to Key  Employee  Participants  under the
Plan;  (iii) determine the number of Shares to be covered by (or with respect to
which  payments,  rights,  or other  matters are to be  calculated in connection
with) Awards granted to Key Employee Participants;  (iv) determine the terms and
conditions  of any Award  granted to a Key Employee  Participant;  (v) determine
whether,  to what extent,  and under what  circumstances  Awards  granted to Key
Employee  Participants  may be  settled  or  exercised  in cash,  Shares,  other
securities,  other  awards,  or  other  property,  or  canceled,  forfeited,  or
suspended to the extent permitted in Sections  13.10--13.12 of the Plan, and the
method  or  methods  by  which  Awards  may  be  settled,  exercised,  canceled,
forfeited, or suspended;  (vi) determine whether, to what extent, and under what
circumstances cash, Shares, other securities,  other Awards, other property, and
other  amounts  payable  with  respect  to an  Award  granted  to  Key  Employee
Participants  under the Plan shall be deferred  either  automatically  or at the
election of the holder thereof;  (vii) interpret and administer the Plan and any
instrument or agreement  relating to, or Award made under,  the Plan (including,
without limitation, any Award Agreement);  (viii) establish,  amend, suspend, or
waive  such  rules and  regulations  and  appoint  such  agents as it shall deem
appropriate for the proper  administration  of the Plan; and (ix) make any other
determination  and take any other action that the Committee  deems  necessary or
desirable  for  the  administration  of the  Plan.  Unless  otherwise  expressly
provided in the Plan, all  designations,  determinations,  interpretations,  and
other  decisions  under or with respect to the Plan or any Award shall be within
the  discretion of the  Committee,  may be made at any time, and shall be final,
conclusive,  and binding upon all persons, including the Company, any Affiliate,
any Key Employee Participant,  any Non-Employee Director Participant, any holder
or beneficiary of any Award, any shareholder, and any employee of the Company or
of any Affiliate.  Option Awards to Non-Employee Directors under Section 11.1 of
the Plan shall be  automatic  and the amount and terms of such  Awards  shall be
determined as provided in Article XI of the Plan.

      The Committee shall solicit and consider the  recommendations of the Chief
Executive  Officer of the  Company  with  regard to,  among  other  things,  the
designation of Key Employee Participants, the type of Awards to be granted under
the Plan to such Key  Employee  Participants  and the  number  of  Shares  to be
subject thereto, and the other terms and conditions of such Awards.

3.2  Delegation of  Authority.  To the extent  permitted by applicable  law, the
Board may, in its discretion,  delegate to another  committee of the Board or to
one  or  more  officers  of  the  Company  any  or  all  of  the  authority  and
responsibility  of  the  Committee  with  respect  to  awards  to  Key  Employee
Participants other than those who are subject to the provisions of Section 16 of
the Exchange Act at the time any such delegated  authority or  responsibility is
exercised. To the extent that the Board has delegated to such other committee or
one or more officers the  authority and  responsibility  of the  Committee,  all
references to the Committee  herein shall include such other committee or one or
more  officers.  In addition,  the  Committee  may appoint an  administrator  to
administer the Non-Employee Director Share purchase program set forth in Article
XII  and  assist  the  Committee  with  the  related   recordkeeping  and  other
ministerial type functions.

Article IV. Shares

4.1 Number of Shares Available. The maximum number of Shares which may be issued
under the Plan is the lesser of (1) 8,520,000  Shares,  or (2) 12 percent of all
Shares  and Share  Equivalents  then  outstanding,  except  that this 12 percent
limitation  shall not  invalidate  any Awards  made  prior to a decrease  in the
number of outstanding  Shares or Share  Equivalents even though such Awards have
resulted  or may  result in Shares  constituting  more  than 12  percent  of the
outstanding  Shares and Share Equivalents being available for issuance under the
Plan.  Shares  available  under the Plan which are not awarded in one particular
year may be awarded  in  subsequent  years.  Any and all Shares may be issued in
respect of any of the types of Awards.  The Shares to be offered  under the Plan
may be authorized and unissued Shares or treasury  Shares.  The number of Shares
covered by an Award  under the Plan,  or to which such Award  relates,  shall be
counted  on the  date of  grant of such  Award  against  the  number  of  Shares
available for granting Awards under the Plan.

4.2  Shares  Subject  to  Terminated  Awards.  The  (i)  Shares  covered  by any
unexercised  portions of terminated  Options,  (ii) Shares forfeited as provided
under the Plan,  and (iii)  Shares  subject  to any Awards  which are  otherwise
surrendered  by the  Participant  and as to  which  Shares  no  Participant  has
received any payment or other  benefit of ownership  with respect  thereto,  may
again be subject to new Awards under the Plan.  In the event the purchase  price
of an Option is paid in whole or in part  through the  delivery  of Shares,  the
gross number of Shares  issuable in  connection  with the exercise of the Option
shall not again be available for the grant of Awards under the Plan. Shares used
to  measure  the  amount  payable  to a  Participant  in  respect  of an  earned
Performance Award shall not again be available for the grant of Awards under the
Plan.  Shares issued in payment of Performance  Awards which are  denominated in
cash  amounts  shall not again be  available  for the grant of Awards  under the
Plan.

<PAGE>

4.3  Adjustments.  In the event  that the  Committee  shall  determine  that any
dividend  or other  distribution  (whether  in the form of cash,  Shares,  other
securities,  or other property),  recapitalization,  stock split,  reverse stock
split, reorganization,  merger, consolidation,  split-up, spin-off, combination,
repurchase, or exchange of securities of the Company, or other similar corporate
transaction or event affects the Shares such that an adjustment is determined by
the Committee to be appropriate  in order to prevent  dilution or enlargement of
the benefits or potential benefits intended to be made available under the Plan,
then the Committee may, in such manner as it may deem  equitable,  adjust any or
all of (i)  the  number  and  type of  Shares  subject  to the  Plan  and  which
thereafter  may be issued  under the Plan,  (ii) the  number  and type of Shares
subject to outstanding Awards, (iii) the grant, purchase, or exercise price with
respect to any  Award,  and (iv) the  number  and type of  outstanding  Dividend
Equivalent Units, or, if deemed appropriate,  make provisions for a cash payment
to the holder of an outstanding  Award;  provided,  however,  in each case, that
with respect to Awards of Incentive  Stock Options no such  adjustment  shall be
authorized  to the extent  that such  authority  would cause the Plan to violate
Section 422(b)(1) of the Code or any successor  provision thereto;  and provided
further,  however,  that the number of Shares  subject  to any Award  payable or
denominated  in Shares  shall  always  be a whole  number.  Notwithstanding  the
foregoing,  Nonqualified  Stock  Option  Awards  subject to grant or  previously
granted  to  Non-Employee  Directors  under  the Plan at the  time of any  event
described in the preceding  sentence shall be subject to only such adjustment as
shall be necessary to maintain  the  proportionate  interest of the optionee and
preserve, without exceeding, the value of such Option Awards.

Article V.  Participation

5.1 Eligible Participants.  Any Key Employee, including any executive officer or
employee-director  of the Company or of any  Affiliate,  shall be eligible to be
designated  a Key  Employee  Participant.  Key  Employees  who hold  unexercised
options  under the Pacific  Retail  Trust 1996 Share  Incentive  Plan and became
employees  of the  Company  or any of its  Affiliates  as a result of the merger
shall receive  substitute  options pursuant to and on the terms set forth in the
PRT Merger  Agreement.  All  Non-Employee  Directors shall be  Participants  and
receive  Awards as provided in Article XI of the Plan (the  provisions  of which
are  automatic  and  non-discretionary  in  operation),  shall have the right to
receive  Options under  Article VI, and shall have the right to purchase  Shares
from the Company pursuant to Article XII.

Article VI. Stock Options and Stock Appreciation Rights

6.1 Grant of Option.  The Committee is hereby authorized to grant Options to Key
Employee  Participants  as set forth  below and with such  additional  terms and
conditions,  in either case not inconsistent with the provisions of the Plan, as
the Committee shall determine.  The Board is hereby  authorized to grant Options
to  Non-Employee  Directors  as set forth below with such  additional  terms and
conditions,  in either case not inconsistent with the provisions of the Plan, as
the Board shall determine,  and any reference to the Committee in this Article V
shall mean the Board  with  reference  to any  Options  granted to  Non-Employee
Directors under this Article V.

(a) Exercise  Price.  The exercise price per Share  purchasable  under an Option
shall be  determined by the Committee at the time of grant but shall be not less
than  100% of the Fair  Market  Value of the  Share on the date of grant of such
Option, which shall not be earlier than the date on which the Committee approves
such grant.

(b)   Option Term.  The term of each Option  shall be fixed by the  Committee,
but no Incentive  Stock Option shall be exercisable  more than ten years after
the date of grant.

(c)  Exercisability  and Method of  Exercise.  An Option  Award may contain such
performance  targets and waiting periods,  and shall become  exercisable in such
manner and within such period or periods and in such  installments or otherwise,
as shall be  determined  by the  Committee at the time of grant.  The  Committee
shall also  determine  the  method or  methods by which,  and the form or forms,
including,  without limitation, cash, Shares, other securities, other Awards, or
other property,  or any combination  thereof,  having a Fair Market Value on the
exercise  date equal to the relevant  exercise  price,  in which  payment of the
exercise  price  with  respect  to any Option may be made or deemed to have been
made  (including  payment in accordance with a cashless  exercise  program under
which, if so instructed by the Participant, Shares may be issued directly to the
Participant's  broker or dealer upon receipt of the purchase  price in cash from
the broker or dealer).  No Shares  shall be issued  until  payment,  as provided
herein, therefor has been made. A Participant shall generally have the rights to
dividends or other rights of a shareholder with respect to Shares subject to the
Option when the  Participant  has given written  notice of exercise and has paid
for such Shares as provided herein. Notwithstanding the foregoing, if payment in
full or in part has been made in the form of  Restricted  Stock,  an  equivalent
number of Shares  issued on exercise of the Option  shall be subject to the same
restrictions and conditions for the remainder of the Award Period  applicable to
the  Restricted  Stock  surrendered  therefor.  In the case of  Incentive  Stock
Options the right to make  payment of the  purchase  price in the form of Shares
may be authorized only at the time of grant.

<PAGE>

(d) Incentive Stock Options.  The maximum number of Incentive  Options which may
be awarded under the Plan is 8,520,000.  The terms of any Incentive Stock Option
granted under the Plan shall comply in all respects with the  provisions of Code
Section 422, or any successor provision thereto, and any regulations promulgated
thereunder.

(e) Reload Feature.  The Committee  shall have the authority to specify,  at the
time of grant or, with respect to Non-qualified  Stock Options,  at or after the
time of grant, that a Key Employee  Participant's  Options, in part or in whole,
shall include a "reload  feature." The reload  feature is a provision  which the
Committee  may,  but is not required  to,  include in any Option  granted to Key
Employee  Participants  under this Plan to the  effect  that at such time as the
original Option is exercised,  the optionee shall automatically be granted a new
Option  pursuant  hereto to  purchase a number of Shares  equal to the number of
Shares utilized by the optionee to pay the option exercise price on the original
option.  A reload  Option shall have an exercise  price equal to the Fair Market
Value of the  Shares on the date it is  granted  and shall  expire on the stated
expiration date of the original Option. A reload Option shall contain such other
terms and conditions as the Committee, in its discretion, deems to be desirable.

6.2 Award of Dividend  Equivalent  Units.  If so specified by the  Committee,  a
Participant who is awarded an Option under the Plan shall also receive  Dividend
Equivalent  Units with respect to such Option ("DEU  Option"),  as follows,  and
each Non-Employee Director receiving an Option under Section 11.1(a) at any time
after the 1999 annual  meeting  shall  receive  Dividend  Equivalent  Units with
respect to such DEU Option, as follows:

(a) With  respect to the number of Shares  subject to a DEU  Option,  a notional
number of shares shall be credited to an account ("Dividend Equivalent Account")
to be  established  for the  Participant,  which  account  shall be unfunded and
unsecured  and shall be held with the general  assets of the Company.  Each such
credit shall be recorded as of the first  business  day of the calendar  quarter
immediately  following  each record date for a cash dividend  declared on Shares
for any DEU Option which is  outstanding on such record date. The notional share
amounts (such amounts,  together with any amounts  credited  pursuant to Section
6.2(b), the "Dividend Equivalent Units") credited to the Participant's  Dividend
Equivalent  Account  shall be the  aggregate  number of  Shares,  rounded to the
nearest whole Share, derived by (1) multiplying (x) the Net Dividend Rate by (y)
the exercise price of the DEU Option,  (2) dividing the product  thereof by four
(or whatever other  multiplier  was used in arriving at the annualized  dividend
rate), (3) multiplying the resultant quotient by the number of Shares subject to
the  unexercised  portion of the DEU Option as of the dividend  record date, and
(4) dividing the product  thereof by the average closing price of a Share during
the immediately  preceding  calendar quarter on the principal  exchange on which
the Shares  are  traded.  For  example,  assume  that (1) on January 1, 2000 the
Committee  awards a DEU  Option to a Key  Employee  for 1,000  Shares  having an
exercise  price of $25 per Share,  (2) on January 1, 2000,  the  average  annual
yield of the  Standard  and Poors 500 Index is 1.5%,  (3) the Board  declares  a
quarterly  dividend of $.50 for  shareholders of record as of February 10, 2000,
(4) the  Participant  has not  exercised the DEU Option as of February 10, 2000,
and (5) the  average  closing  price for Shares on the New York  Stock  Exchange
during the calendar  quarter ending March 31, 2000 is $26. The Net Dividend Rate
for the DEU Option is 4 times .$50 divided by $25,  i.e.,  8.0%,  less 1.5%,  or
6.5%. As of April 3, 2000, the first business day of the next calendar  quarter,
there would be credited to the  Participant's  Dividend  Equivalent  Account the
number of Dividend Equivalent Units as follows: First, 6.5% times $25 divided by
4 times 1,000 Shares equals $406.25.  Next, $406.25 divided by $26 equals 15.625
Shares, or 16 Dividend Equivalent Units, rounded to the nearest whole number.

(b) Dividend  Equivalent  Units shall be credited for each  Dividend  Equivalent
Unit on the same basis as on the Shares  subject to the  unexercised  portion of
the DEU  Option,  except that the actual  dividend  rate per Share shall be used
instead of the Net Dividend Rate.

(c) Unless  determined  otherwise by the  Committee  with respect to DEU Options
awarded  to  Key  Employees,   Dividend  Equivalent  Units  (including  Dividend
Equivalent Units paid on DEU Options issued to Non-Employee Director pursuant to
Section 11.1(a)) shall be subject to the following terms and conditions:

(1)   Dividend  Equivalent  Units  shall  vest in  accordance  with the  vesting
      schedule  applicable  to the DEU Option with respect to which the Dividend
      Equivalent Unit was awarded.

(2)   All Dividend  Equivalent Units which are not vested upon the Participant's
      date of  termination  of  employment  (or  termination  as a  Non-Employee
      Director, as the case may be) shall be forfeited.

(3)   At the election of the Participant,  any vested Dividend  Equivalent Units
      may be withdrawn from the Participant's  Dividend Equivalent Account, upon
      delivery of written  notice to the Committee  stating the number of vested
      Dividend  Equivalent  Units being  withdrawn.  As promptly as  practicable
      after receipt of written notice of withdrawal,  the Committee  shall cause
      one  whole  Share  to be  issued  for  each  Dividend  Equivalent  Unit so
      withdrawn.  Any fractional  Dividend  Equivalent  Units withdrawn from the
      Participant's  Dividend Equivalent Account shall be settled in cash, based
      on the  Fair  Market  Value  of a  Share  on the  date  of the  notice  of
      withdrawal.  The Participant  shall be deemed to have withdrawn all vested
      Dividend  Equivalent  Units on the date of  termination  of employment (or
      termination as a Non-Employee Director, as the case may be.

<PAGE>

(d) The Committee shall have sole and absolute authority to award other types of
Dividend  Equivalent  Units to Key Employees from time to time, and the Board of
Directors  shall  have  sole and  absolute  authority  to award  other  types of
Dividend  Equivalent  Units to  Non-Employee  Directors  from  time to time.  In
addition,  the  Committee  shall have sole and absolute  authority to revise the
procedure  for  determining  the value of Shares,  the Net Dividend Rate and the
crediting date for Dividend Equivalent Units if the Committee determines, in its
sole and  absolute  discretion,  that  such  revised  procedure  simplifies  the
administration  of Dividend  Equivalent Units or more fairly reflects the intent
of this  Section  6.2 and the  Committee  determines  that  the  impact  of such
revision  is not  significant  in terms of the amount to be credited to Dividend
Equivalent Accounts.

6.3 Stock Appreciation Rights. The Committee is hereby authorized to grant Stock
Appreciation  Rights to Key Employee  Participants.  Stock  Appreciation  Rights
granted  in  tandem   with   Incentive   Stock   Options  may  only  be  granted
simultaneously  with the grant of the  related  Incentive  Stock  Option to such
Participant. Subject to the terms of the Plan, the grant price, term, methods of
exercise,  methods of settlement  (including whether Stock  Appreciation  Rights
will be  settled in cash,  Shares,  other  securities,  other  Awards,  or other
property, or any combination thereof), and any other terms and conditions of any
Stock Appreciation Right shall be as determined by the Committee.  The Committee
may  impose  such  conditions  or  restrictions  on the  exercise  of any  Stock
Appreciation Right as it may deem appropriate.

6.4 Compliance With Code Section 162(m).  Notwithstanding any other provision of
the Plan, the maximum number of Options and Stock  Appreciation  Rights,  in the
aggregate,  which may be  awarded to any  individual  Key  Employee  Participant
during any calendar year under the Plan is 400,000 Shares and/or Rights.

Article VII.......Restricted Stock

7.1 Restricted Stock Awards.  The Committee is hereby authorized to grant Awards
of  Restricted  Stock to Key Employee  Participants  as set forth below and with
such additional terms and conditions,  in either case not inconsistent  with the
provisions of the Plan, as the Committee shall determine. Non-Employee Directors
shall not be eligible to be granted Restricted Stock under this Article VII.

(a)  Restrictions.  The  Committee  may  grant to any Key  Employee  an Award of
Restricted  Stock in such  number,  and  subject  to such  terms and  conditions
relating to forfeitability  (whether based on performance standards,  periods of
service  or  otherwise)  and  relating  to  restrictions   (including,   without
limitation,  any limitation on the right to vote a share of Restricted  Stock or
the  right  to  receive  any  dividend  or  other  right  or  property),   which
restrictions  may lapse  separately or in combination at such time or times,  in
such installments or otherwise, as the Committee may deem appropriate.

(b) Registration.  Any Restricted Stock granted under the Plan to a Key Employee
Participant  may  be  evidenced  in  such  manner  as  the  Committee  may  deem
appropriate,  including, without limitation, book-entry registration or issuance
of a stock  certificate or certificates.  In the event any stock  certificate is
issued in respect of Shares of Restricted  Stock granted under the Plan to a Key
Employee  Participant,  such certificate  shall be registered in the name of the
employee and shall bear an  appropriate  legend (as determined by the Committee)
referring  to  the  terms,  conditions,  and  restrictions  applicable  to  such
Restricted Stock.

(c) Shareholder Rights.  Unless otherwise provided by an Award Agreement,  a Key
Employee  Participant  shall become a shareholder of the Company with respect to
all Shares subject to the Award  Agreement and shall have all of the rights of a
shareholder,  including,  but not  limited to, the right to vote such Shares and
the right to receive  dividends (or dividend  equivalents);  provided,  however,
that any Shares  distributed  as a dividend  or  otherwise  with  respect to any
Restricted  Stock as to which  the  restrictions  have not yet  lapsed  shall be
subject to the same  restrictions,  and  evidenced in the same  manner,  as such
Restricted  Stock and shall be evidenced  in the same manner as such  Restricted
Stock.

(d) Payment of Restricted Stock. At the end of the applicable restriction period
relating to Restricted Stock granted to a Key Employee Participant,  one or more
stock certificates for the appropriate  number of Shares,  free of restrictions,
shall  be  delivered  to the  employee,  or,  if  the  employee  received  stock
certificates representing the Restricted Stock at the time of grant, the legends
placed on such certificates shall be removed.

(e)  Forfeiture.   Except  as  otherwise  determined  by  the  Committee,   upon
termination  of  employment  of a Key Employee  (as  determined  under  criteria
established by the  Committee) for any reason during the applicable  restriction
period,  all Shares of Restricted  Stock still subject to  restriction  shall be
forfeited by the employee and reacquired by the Company; provided, however, that
the Committee  may, when it finds that a waiver would be in the interests of the
Company,  waive  in  whole or in part  any or all  remaining  restrictions  with
respect to Shares of Restricted Stock held by a Key Employee Participant.

<PAGE>

Article VIII......Stock Purchase Awards

8.1 Grant of Stock Purchase Award.  The Committee is hereby  authorized to grant
Stock Purchase  Awards to Key Employee  Participants as set forth below and with
such additional terms and conditions,  in either case not inconsistent  with the
provisions of the Plan, as the Committee shall determine. Non-Employee Directors
shall not be eligible to be granted Stock Purchase Awards under the Plan.

(a)  Issuance.  A Stock  Purchase  Award shall  consist of the right to purchase
Shares of the Company and to pay for such Shares with a stock purchase loan, the
terms of which  shall be as set  forth in the  Award  Agreement  and  which  may
include  forgiveness by the Company of a portion of such  indebtedness over such
time,  or pursuant to such  schedule,  as is determined by the Committee and set
forth in such Award Agreement.  The Committee may, when it finds that additional
forgiveness by the Company of indebtedness under a stock purchase loan is in the
interest of the Company,  forgive any or all remaining indebtedness with respect
to Shares  covered by such Award  Agreement  whether or not such  forgiveness is
specifically provided for in such Award Agreement.

(b) Tax  Loan.  The  Committee  may also  provide a "tax  loan" to Key  Employee
Participants equal to a percentage of any federal,  state, and local taxes which
such Participant  incurs as a result of the forgiveness of the loan described in
(a), above.

Article IX. Performance Awards

9.1 Performance  Awards. The Committee is hereby authorized to grant Performance
Awards to Key Employee  Participants as set forth below and with such additional
terms and conditions, in either case not inconsistent with the provisions of the
Plan, as the Committee  shall  determine.  Non-Employee  Directors  shall not be
eligible to be granted Performance Awards under the Plan.

(a)  Issuance.  A  Performance  Award  shall  consist  of the right to receive a
payment  (measured by (i) the Fair Market Value of a specified  number of Shares
at the end of the Award  period or (ii) the increase in the Fair Market Value of
a  specified  number of Shares  during  the Award  period or (iii) a fixed  cash
amount  payable at the end of the Award  period)  contingent  upon the extent to
which certain  predetermined  performance  targets have been met during an Award
period.

(b)  Performance   Targets.  The  performance  targets  may  include  individual
performance standards or specified levels of funds from operations, earnings per
share,  return on  investment,  return on  shareholder  equity and/or such other
goals related to the  performance  of the Company as may be  established  by the
Committee in its sole discretion.  The Committee,  in its sole  discretion,  but
only  under  circumstances  when  events  or  transactions  occur to  cause  the
performance targets to be an inappropriate  measure of achievement as determined
by the Committee, may change the performance targets for any Award period at any
time prior to the final determination of the Award.

(c)  Earning  Performance  Awards.  The  Committee  at the date of  grant  shall
prescribe a formula to determine the percentage of the  Performance  Award to be
earned based upon the degree of attainment of performance targets. The degree of
attainment of performance  targets shall be determined as of the last day of the
Award period. In the event the minimum  performance  targets  established by the
Committee are not achieved, no payment shall be made to the Participant.

(d) Payment of Earned Performance Awards.  Payments of earned Performance Awards
shall be made in cash or Shares  (based on the Fair  Market  Value of a Share on
the last day of the Award  period),  or a combination  of cash and Shares at the
sole  discretion of the Committee.  Payment  normally will be made as soon as is
practicable  following the end of an Award period; the Committee,  however,  may
permit  deferral  of the  payment  of all or a portion  of a  Performance  Award
payable in cash upon the request of the  Participant  timely made in  accordance
with rules prescribed by the Committee.  Deferred amounts may generate  earnings
for the Participant under the conditions of a separate agreement approved by the
Committee  and  executed  by  the  Participant.   The  Committee,  in  its  sole
discretion,  may define in the Award Agreement such other  conditions of payment
of  earned  Performance  Awards as it may deem  desirable  in  carrying  out the
purposes of the Plan.

Article X.  Other Share-Based Awards

10.1  Grant  of  Other  Awards.  Other  Awards,  valued  in  whole or in part by
reference to, or otherwise  based on,  Shares may be granted  either alone or in
addition to or in conjunction  with other Awards under the Plan by the Committee
to Key Employee Participants or by the Board to Non-Employee Directors.  Subject
to the  provisions  of the Plan,  the  Committee (or the Board in the case of an
Award to a Non-Employee  Director) shall have authority to determine the persons
to whom and the time or times at which such Awards shall be made,  the number of
Shares to be granted  pursuant to such Awards,  and all other  conditions of the
Awards.  Any such Award shall be confirmed by an Award Agreement executed by the
Committee  and  the  Participant,  which  Award  Agreement  shall  contain  such
provisions  as the  Committee  (or  the  Board  in the  case  of an  Award  to a
Non-Employee  Director)  determines to be necessary or  appropriate to carry out
the intent of this Plan with respect to such Award.

<PAGE>

10.2 Terms of Other Awards. In addition to the terms and conditions specified in
the Award  Agreement,  Shares issued as a bonus pursuant to this Article X shall
be issued for such  consideration  as the Committee (or the Board in the case of
an Award to a Non-Employee  Director) shall  determine,  in its sole discretion,
but purchase  rights shall be priced at 100% of Fair Market Value on the date of
the Award.

Article XI. Non-Employee Director Awards

11.1  Automatic Grant of Non-Employee Director Option Awards.

(a) Periodic  Option Awards.  Each person serving as a Non-Employee  Director of
the Company on December  31,  1994,  and  December 31 of each  succeeding  year,
through and including December 31, 1998, shall, as of each such date, be granted
a  Nonqualified  Stock Option Award  consisting  of an option to purchase  1,000
Shares. Each person serving as a Non-Employee Director immediately following any
annual meeting of  shareholders  of the Company,  beginning with the 1999 annual
meeting,  and who is not  initially  elected to  membership  on the Board at the
annual meeting in question shall be granted on the date of such annual meeting a
Nonqualified Stock Option Award consisting of an option to purchase 5,000 Shares
and the right to receive Dividend  Equivalent  Units with respect  thereto.  The
exercise price for such Options shall be the greater of the Fair Market Value of
the Shares on the date of such grant or the  average  of the  closing  prices of
Shares,  as determined by the  Committee,  on the 20 business days preceding the
date of such  grant.  The  Dividend  Equivalent  Units  shall have the terms and
conditions set forth in Section 6.2.

(b) Initial Option Awards.  Upon initial election to membership on the Board, at
any time prior to January 1, 1999, each Non-Employee  Director joining the Board
for the first time shall receive a Nonqualified Stock Option Award consisting of
an Option to purchase 2,000 Shares,  with an exercise price equal to the greater
of the Fair Market  Value of the Shares on the date of such grant or the average
trading price of Shares, as determined by the Committee, on the 20 business days
preceding the date of such grant.  Non-Employee Directors who (1) were directors
of Pacific Retail Trust immediately prior to the effective time of the merger of
Pacific Retail Trust into the Company,  (2) hold  unexercised  options under the
Pacific  Retail Trust 1996 Share  Incentive  Plan,  and (3) become  non-employee
directors of the Company,  shall receive  substitute  options pursuant to and on
the terms set forth in the Merger Agreement.

(c)  Restrictions.   A  Non-Employee  Director  must  serve  continuously  as  a
Non-Employee  Director of the Company for a period of twelve  consecutive months
from the date of grant of an Option Award under this Article XI before he or she
can exercise any part of such Award.  On and after the first  anniversary of the
date of grant,  the  Non-Employee  Director may exercise an Award  granted under
this Article XI prior to the 1999 annual meeting of shareholders with respect to
any or all Shares covered  thereby,  at any time or from time to time before the
expiration of the stated term of the Award. Awards granted under this Article XI
after  the  1999  annual  meeting  of  shareholders  become  exercisable  in 25%
increments  on  each  anniversary  date  of  grant,  beginning  with  the  first
anniversary date and ending on the fourth  anniversary  date. Each Award granted
under this Article XI shall expire ten years (10) from the date of grant.

(d)   Termination.

(1)   If a Non-Employee Director's service with the Company terminates by reason
      of death or disability  (within the meaning of Code Section  22(a)(3)) any
      Option Award granted under this Article XI to such  Non-Employee  Director
      prior to the 1999 annual  meeting of  shareholders  may be exercised for a
      period of two (2)  years  from the date of such  termination  or until the
      expiration of the Award,  whichever is shorter, to the extent to which the
      individual  would on the date of exercise  have been  entitled to exercise
      the Award if such  individual  had  continued  to serve as a  Non-Employee
      Director. If a Non-Employee Director's service with the Company terminates
      other than by reason of death or disability,  under mutually  satisfactory
      conditions,  any such  Award  held by such  Non-Employee  Director  may be
      exercised for a period of two (2) years from the date of such termination,
      or until the  expiration  of the stated  term of the Award,  whichever  is
      shorter,  to the  extent  to  which  the  individual  would on the date of
      exercise have been entitled to exercise the Award if such  individual  had
      continued to serve as a Non-Employee Director.

(2)   If a Non Employee Director's service with the Company terminates by reason
      of death,  disability  (within the meaning of Code  Section  22(a)(3))  or
      involuntary  termination  for any other  reason,  any Option Award granted
      under this Article XI to such Non-Employee  Director after the 1999 annual
      meeting  shall  vest in full  upon  the  date  of  termination  and may be
      exercised for a period of two (2) years from the date of such termination,
      or until expiration of the Award, whichever is shorter.

(e)   Other   Provisions.   All   applicable   provisions   of  the  Plan  not
inconsistent  with this Section 11.1 shall apply to Option  Awards  granted to
Non-Employee Directors.

<PAGE>

11.2  Payment of Annual Retainer.

(a) Payment in Shares.  During the term of this Plan, each Non-Employee Director
shall receive his or her Annual Retainer,  in the form of quarterly  payments in
arrears,  in the form of Shares,  unless  the  Non-Employee  Director  elects to
receive such payment in cash in accordance with paragraph (b), below.  The total
number  of  Shares to be issued  to a  Non-Employee  Director  pursuant  to this
Section 11.2 shall be  determined  by dividing  the dollar  amount of the Annual
Retainer due for the payment  period  (which shall be prorated in the event that
the  Non-Employee  Director  serves  for less than a full  quarter  based on the
number of days of service) by the  average of the closing  prices of Shares,  as
determined by the Committee, during the quarter constituting the payment period.
In no event shall the Company be required to issue fractional  Shares.  Whenever
under the  terms of this  Section  the  issuance  of a  fractional  Share  would
otherwise  be required,  an amount in lieu  thereof  shall be paid in cash based
upon the Fair Market  Value of such  fractional  share.  The Shares  issuable to
Non-Employee  Directors hereunder shall be issued and any remaining cash portion
of the  Annual  Retainer  shall be paid on the first  business  day  immediately
following the payment period.  Shares issued pursuant to this Section 11.2 shall
not be  transferable  unless  registered  under the  Securities  Act of 1933, as
amended,  or in the opinion of counsel to the Company,  such registration is not
required.

(b) Optional Payment in Cash. Non-Employee Directors who would otherwise receive
payment of their Annual Retainer in Shares may make a written  election prior to
the payment  date,  in the manner and form  prescribed  for this  purpose by the
Committee, to receive payment in cash.

Article XII.......Non-Employee Director Share Purchase Rights

12.1  Share Purchase Rights.

(a) Annual Purchases.  Each Plan Year each Non-Employee  Director shall have the
right to purchase from the Company such number of Shares whose  aggregate  Share
Value  does  not  exceed  $20,000.  Subject  to the  limitations  in  the  Plan,
Non-Employee  Directors  may  exercise  their  rights to  purchase  Shares  each
Quarterly  Period by  completing  an  application  on a form  prescribed  by the
Committee.  The  application  must be  submitted  to the  Committee  by the last
business day of a Quarterly Period and accompanied by payment in full in cash or
its  equivalent  for the  aggregate  Share Value of Shares to be purchased  (the
"Purchase  Price").  The number of Shares to be purchased  will be determined by
dividing  the  Purchase  Price by the Share  Value of a Share for the  Quarterly
Period.   The  Committee  shall  establish  and  maintain  a  separate   account
("Account") for each participating  Non-Employee  Director. The number of Shares
purchased  during the  Quarterly  Period will be  credited  to the  Non-Employee
Directors'  Accounts.  No interest  will be paid on funds held by the  Committee
pending determination of the number of Shares to be purchased during a Quarterly
Period.

(b) Cash  Dividends.  All cash dividends paid by the Company on Shares held in a
Non-Employee  Director's  Account will be paid in cash,  unless the Non-Employee
Director  elects to have any such cash  dividends  automatically  reinvested  in
additional  Shares and  credited to his account.  The election  shall be made in
writing  in  accordance  with such rules and  procedures  as the  Committee  may
determine.

(c) Shareholder  Rights. A Non-Employee  Director will become a shareholder with
respect to all Shares  credited  to his Account and shall have all of the rights
of a shareholder,  including but not limited to the right to vote Shares and the
right to receive dividends.

12.2  Company Matching Contribution.

(a) Amount of Match.  The Company will  contribute to a Non-Employee  Director's
Account a Company Matching  Contribution equal to up to 50% of the amount of the
Non-Employee  Director's  Total  Purchases (as defined below) during a Quarterly
Period,  subject to a maximum Company Matching  Contribution of $10,000 per Plan
Year. The Company  Matching  Contribution  shall be paid to the Committee within
ten (10) business days  following the end of the  applicable  Quarterly  Period,
subject to deferral pursuant to Section 12.3. The number of Shares credited to a
Non-Employee  Director's  Account will equal the amount of the Company  Matching
Contribution divided by the Share Value of a Share for the Quarterly Period.

(b)  Total  Purchases.  A  Non-Employee  Director's  Total  Purchases  during  a
Quarterly  Period shall equal the sum of the  aggregate  Share Value of Director
Shares  purchased  by the  Non-Employee  Director  from the  Company  during the
Quarterly  Period pursuant to Section  12.1(a),  the dollar amount of any Shares
purchased by the Non-Employee Director under the Company's dividend reinvestment
plan  (including  purchases  with optional cash  payments)  during the Quarterly
Period,  and the  dollar  amount of any  Shares  purchased  by the  Non-Employee
Director  in the open  market  during the  Quarterly  Period,  as  evidenced  by
confirmation slips or other similar documentation provided to the Committee.

<PAGE>

12.3  Deferral Election.
(a) Deferral. Each Non-Employee Director may elect to defer receiving all or any
portion of the Company  Matching  Contribution or the Annual Retainer that would
otherwise be paid in Shares pursuant to Section 11.2. A deferral  election shall
be effective on the ____ day of the month that is  coincident  with or following
the date the election is delivered.  A deferral  election must be in writing and
delivered to the Committee.

(b)   Stock  Deferral Plan. All Shares  deferred  pursuant to Section  12.3(a)
shall be deferred  into and subject to all of the terms and  conditions of the
Company's Stock Deferral Plan.

12.4  Termination of Participation.

(a) Voluntary.  A participating  Non-Employee Director may terminate his Account
at any time by completing a form  authorized by the Committee and  delivering it
to the  Committee.  Promptly  after  receipt  of the form,  the  Committee  will
transfer  all  certificates   representing   full  Shares  in  the  Non-Employee
Director's  Account to the Non-Employee  Director and sell any fractional Shares
at the current market price. The Committee will remit the proceeds from the sale
of the fractional  Shares less  applicable  brokerage  fees to the  Non-Employee
Director  within a reasonable  period of time  thereafter.  No interest  will be
earned on the Account while it is awaiting payment.

(b) Termination of Director Status. Upon termination as a Non-Employee  Director
of the Company for any reason, the Non-Employee Director's  participation in the
Plan will cease. The former Non-Employee Director may either request the sale of
all  Shares in his  Account  at  current  market  price or the  transfer  of all
certificates  representing full Shares in the Account to the former Non-Employer
Director.  A former  Non-Employee  Director  who directs the  Committee  to sell
Shares will be charged for the fees,  commissions and other expenses incurred by
the  Committee  in  connection  with the sale.  No interest  will be paid on the
Account while it is awaiting payment.

12.5  Registration.  Shares  issued  pursuant  to this  Article XII shall not be
transferrable unless registered under the Securities Act of 1933, as amended, or
in the opinion of counsel to the Company, such registration is not required.

Article XIII......Terms Applicable to All Awards Granted Under the Plan

13.1 Award  Agreement.  No person shall have any rights under any Award  granted
under the Plan  unless and until the Company  and the  Participant  to whom such
Award  shall  have been  granted  shall have  executed  and  delivered  an Award
Agreement or received any other Award acknowledgment authorized by the Committee
expressly  granting the Award to such person and containing  provisions  setting
forth the terms of the Award. If there is any conflict between the provisions of
an Award  Agreement  and the  terms of the  Plan,  the  terms of the Plan  shall
control.

13.2 No  Consideration  for  Awards.  Awards  shall be granted  to Key  Employee
Participants  for no  cash  consideration  unless  otherwise  determined  by the
Committee. Non-Employee Director Awards under Article XI shall be granted for no
cash consideration unless otherwise required by law.

13.3 Awards May Be Granted  Separately  or  Together;  No  Limitations  on Other
Awards to  Non-Employee  Directors.  Subject to the  limitations of Section 6.2,
regarding Stock Appreciation Rights,  Awards to Key Employee  Participants under
the Plan may be granted  either alone or in addition  to, in tandem with,  or in
substitution  for any other Award or any award  granted  under any other plan of
the Company or any Affiliate  and the terms and  conditions of an Award need not
be the same with respect to each such Participant. Awards granted in addition to
or in tandem  with other  Awards,  or in  addition  to or in tandem  with awards
granted  under any other  plan of the  Company or any  Affiliate  may be granted
either at the same time as or at a  different  time from the grant of such other
Awards or awards.  Grants to the  Non-Employee  Directors  pursuant  to the Plan
shall not limit the rights of such  Non-Employee  Directors to receive awards or
other benefits provided under other plans of the Company or of any Affiliate.

13.4 Limitations on Transfer of Awards.  Awards granted under the Plan shall not
be  transferable  other  than by will or the laws of descent  and  distribution,
except that a Key Employee Participant or Non-Employee Director Participant may,
to  the  extent  allowed  by the  Committee  and in a  manner  specified  by the
Committee,  (a) designate in writing a  beneficiary  to exercise the Award after
the Key Employee  Participant's or Non-Employee Director Participant's death, as
the case may be, and (b)  transfer  any award.  No Award  (other  than  Released
Securities),  and no right  under any such  Award,  may be  pledged,  alienated,
attached,  or  otherwise  encumbered,  and  any  purported  pledge,  alienation,
attachment,  or encumbrance thereof shall be void and unenforceable  against the
Company or any Affiliate.

13.5 Term.  Except as  otherwise  provided  in the Plan,  the term of each Award
shall be for such period as may be determined by the Committee.

<PAGE>

13.6 Taxes.  The Company shall be entitled,  if the Committee deems it necessary
or desirable,  to withhold (or secure  payment from the  Participant  in lieu of
withholding)  the amount of any  withholding  or other tax required by law to be
withheld or paid by the Company with respect to any amount payable and/or Shares
issuable  to such  Participant  under the Plan,  or with  respect  to any income
recognized  upon the  lapse  of  restrictions  applicable  to an Award or upon a
disqualifying  disposition  of Shares  received  pursuant to the  exercise of an
Incentive  Stock  Option,  and the Company may defer  payment or issuance of the
cash  or  Shares  upon  the  grant,  exercise  or  vesting  of an  Award  unless
indemnified  to its  satisfaction  against any  liability  for any such tax. The
amount of such  withholding  or tax payment shall be determined by the Committee
and  shall  be  payable  by the  Participant  at  such  time  as  the  Committee
determines.  The  Committee  may  prescribe in each Award  Agreement one or more
methods by which the  Participant  will be  permitted  to satisfy his or her tax
withholding  obligation,  which  methods may include,  without  limitation,  the
payment of cash by the Participant to the Company and the  withholding  from the
Award, at the appropriate time, of a number of Shares sufficient, based upon the
Fair Market Value of such Shares, to satisfy such tax withholding  requirements.
The Committee  shall be authorized,  in its sole  discretion,  to establish such
rules  and  procedures  relating  to any such  withholding  methods  as it deems
necessary or appropriate.


13.7 Rights and Status of  Recipients.  No Employee,  Participant  (other than a
Non-Employee  Director  Participant  as provided in Article XI), or other person
shall have any claim or right to be granted  an Award  under this Plan.  Neither
the Plan nor any  action  taken  hereunder  shall be  construed  as  giving  any
employee any right to be retained in the employ of the Company or any Affiliate.
The grant of an Award to a Non-Employee  Director  pursuant to Article XI of the
Plan  shall  confer no right on such  Non-Employee  Director  to  continue  as a
director of the Company.

13.8  Awards  Not  Includable  for  Benefit  Purposes.  Income  recognized  by a
Participant  pursuant to the provisions of the Plan shall not be included in the
determination  of benefits under any employee pension benefit plan (as such term
is defined in Section 3(2) of the  Employee  Retirement  Income  Security Act of
1974, as amended) or group  insurance or other  benefit plans  applicable to the
Participant which are maintained by the Company, except as may be provided under
the terms of such plans or determined by resolution of the Board.

13.9  Share   Certificates;   Representation   by  Key  Employee   Participants;
Registration  Requirements.  In addition to the restrictions imposed pursuant to
Article  VII  hereof,  all  certificates  for Shares  delivered  under the Plan,
whether  pursuant to any Award or the exercise  thereof or  otherwise,  shall be
subject to such stop transfer orders and other restrictions as the Committee may
deem advisable under the Plan or the rules, regulations,  and other requirements
of the Securities Exchange  Commission,  any stock exchange or other market upon
which such Shares are then listed or traded, and any applicable federal or state
securities  laws,  and the  Committee may cause a legend or legends to be put on
any such certificates to make appropriate  reference to such  restrictions.  The
Committee may require each Key Employee Participant or other person who acquires
Shares  under the Plan by means of an Award  originally  made to a Key  Employee
Participant  to  represent  to the  Company  in writing  that such Key  Employee
Participant  or other  person  is  acquiring  the  Shares  without a view to the
distribution thereof.

13.10  Amendments to Awards.  The Committee may, in whole or in part,  waive any
conditions or other restrictions with respect to, and may amend, alter, suspend,
discontinue,  or terminate  any Award  granted  under the Plan to a Key Employee
Participant, prospectively or retroactively, but no such action shall impair the
rights of any Key  Employee  Participant  without his or her  consent  except as
provided in Sections 4.3, 9.1(b), and 13.11.

13.11 Adjustment to Awards Upon Certain Acquisitions.  In addition to and not in
lieu of the  authority  granted the Committee  under Section 4.3 hereof,  in the
event the Company or any Affiliate shall assume  outstanding  employee awards or
the right or obligation to make future awards in connection with the acquisition
of another business or another corporation or business entity, the Committee may
make such adjustments, not inconsistent with the terms of the Plan, in the terms
of Awards granted to Key Employee  Participants as it shall deem  appropriate in
order  to  achieve  reasonable  comparability  or other  equitable  relationship
between the assumed  awards and the Awards granted under the Plan granted to Key
Employees as so adjusted.

13.12 Correction of Defects,  Omissions, and Inconsistencies.  The Committee may
correct any defect,  supply any omission,  or reconcile any inconsistency in any
Award or Award Agreement in the manner and to the extent it shall deem desirable
to carry the Plan into effect.

Article XIV.......Amendment and Termination

<PAGE>

14.1 Amendment. The Board may amend, alter, suspend,  discontinue,  or terminate
the Plan or any part thereof at any time it is deemed  necessary or appropriate;
provided, however, that no amendment, alteration, suspension, discontinuation or
termination  of the Plan shall in any manner  (except as  otherwise  provided in
this Article XIV) adversely affect any Award granted and then outstanding  under
the Plan,  without the consent of the  respective  Key Employee or  Non-Employee
Director  Participant,   as  the  case  may  be;  and  provided,  further,  that
shareholder  approval  of any  amendment  of the Plan shall also be  obtained if
otherwise required by (i) the Code or any rules promulgated thereunder (in order
to allow for  Incentive  Stock Options to be granted under the Plan or to enable
the Company to comply with the  provisions of Section 162(m) of the Code so that
the  Company  can  deduct  compensation  in excess of the  limitation  set forth
therein),  or (ii) the listing requirements of the principal securities exchange
or market on which the Shares are then traded (in order to maintain  the listing
or quotation of the Shares thereon).


14.2 Termination.  The Board shall have the right and the power to terminate the
Plan at any time. No Award shall be granted under the Plan after the termination
of the Plan, but the termination of the Plan shall not have any other effect and
any  Award  outstanding  at the  time  of the  termination  of the  Plan  may be
exercised after termination of the Plan at any time prior to the expiration date
of such Award to the same extent such Award would have been  exercisable had the
Plan not terminated.

Article XV. General Provisions

15.1  Effective  Date  of  the  Plan.  The  Plan  shall  be  effective  as  of
September 23, 1993.

15.2  Term of Plan.  The term of the Plan  shall be  indefinite  except  that no
Incentive Stock Option Award shall be granted under the Plan after September 23,
2003.  However,  unless  otherwise  expressly  provided  in  the  Plan  or in an
applicable Award Agreement, any Incentive Stock Option Award theretofore granted
may extend  beyond  such  date,  and,  to the extent set forth in the Plan,  the
authority of the Committee to amend, alter,  adjust,  suspend,  discontinue,  or
terminate  any such  Award,  or to waive any  conditions  or  restrictions  with
respect to any such  Award,  and the  authority  of the Board to amend the Plan,
shall extend beyond such date.

15.3  Governing  Law. The Plan and all  determinations  made and actions taken
pursuant  to the Plan  shall be  governed  by the laws of the state of Florida
and applicable federal laws.

15.4 Unfunded Status of Plan. Unless otherwise determined by the Committee,  the
Plan shall be unfunded  and shall not create (or be construed to create) a trust
or a  separate  fund or  funds.  The Plan  shall  not  establish  any  fiduciary
relationship  between  the  Company  and  any  Key  Employee  Participant,   any
Non-Employee  Director  Participant,  or other person.  To the extent any person
holds  any  right by  virtue of a grant  under  the  Plan,  such  right  (unless
otherwise  determined by the Committee) shall be no greater than the right of an
unsecured general creditor of the Company.

15.5 Headings.  Section  headings are used in the Plan for convenience  only, do
not  constitute  a part of the  Plan,  and  shall not be deemed in any way to be
material or relevant to the  construction or  interpretation  of the Plan or any
provision thereof.

15.6 Severability. Whenever possible, each provision in the Plan and every Award
and right at any time granted under the Plan shall be interpreted in such manner
as to be effective and valid under  applicable  law, but if any provision of the
Plan or any  Award  at any  time  granted  under  the  Plan  shall be held to be
prohibited by or invalid under  applicable law, then (a) such provision shall be
deemed  amended to  accomplish  the  objectives  of the  provision as originally
written to the fullest extent  permitted by law and (b) all other  provisions of
the Plan and every other Award or right at any time granted under the Plan shall
remain in full force and effect.






                         REGENCY CENTERS CORPORATION

                                 Subsidiaries


Regency Centers, L.P., a Delaware limited partnership
      Equiport Associates, L.P., a Georgia limited partnership
      Queensboro Associates, L.P., a Georgia limited partnership
      Delk Spectrum, L.P., a Georgia limited partnership
      Northlake Village Shopping Center, LLC, a Florida limited liability
company
      Regency Centers Advisors, LLC, a Florida limited liability company
      RC Georgia Holdings, LLC, a Georgia limited liability company
            Regency Centers Georgia, L.P., a Georgia limited liability company
      T&M Durham Development Company, LLC, a North Carolina limited liability
      company
      T&R New Albany Development, LLC, an Ohio limited liability company
      RRG-RMC/Tracy, LLC, a Delaware limited liability company

Regency Ocean East, Ltd. a Florida limited partnership
Regency Remediation, LLC, a Florida limited liability company
Regency Centers Texas, LLC, a Florida limited liability company

Regency Realty Group, Inc., a Florida corporation
      Chestnut Powder LLC, a Georgia limited liability company
      Marietta Outparcel, Inc., a Georgia corporation
      Thompson-Nolensville, LLC, a Florida limited liability company
      Dixon LLC, a Florida limited liability company
      Atlantic-Pennsylvania, LLC, a Florida limited liability company
      Rhett-Remount, LLC, a Florida limited liability company
      Regency Realty Group-NE, Inc., a Florida corporation
      Regency Realty Colorado, Inc., a Florida corporation
      Mountain Meadow, LLC, a Delaware limited liability company
      Edmunson Orange Corp., a Tennessee corporation
      Luther Properties, Inc., a Tennessee corporation
      Tulip Grove, LLC, a Florida limited liability company
      Hermitage Development, LLC, a Florida limited liability company
      Hermitage Development II, LLC, a Florida limited liability company
      West End Property, LLC, a Florida limited liability company
      Bordeaux Development, LLC, a Florida limited liability company
      Tinwood, LLC, a Florida limited liability company
      8th & 20th Chelsea, LLC, a Delaware limited liability company
      Middle Tennessee Development, LLC, a Delaware limited liability company
      R2 Media, LLC, a Florida limited liability company
      K&G/RRG II, LLC, a Delaware limited liability company
      Regency Grocery Anchored Properties, Inc., a Maryland corporation
            Regency Trailblazer LLC, a Delaware limited liability company
                  Regency Grocery Anchored Properties, L.P., a Delaware
      limited
                  Partnership
      Regency/DS Ballwin LLC, a Missouri limited liability company
      GME/RRG I, LLC, a Delaware limited liability company

      R&M Western Partnership, L.P., a Delaware limited liability company
            OTR/Regency Colorado Realty Holdings, L.P., an Ohio limited
            partnership
            OTR/Regency Texas Realty Holdings, L.P., an Ohio limited
            partnership
            T&M Allen Development Company, a Texas general partnership
            T&M Arlington Development Company, a Texas general partnership
            M&KS Woodmen Development LLC, a Colorado limited liability company
            R&KS Dell Range LLC, a Wyoming limited liability company
            T&M Frisco Development Company, a Texas general partnership
            T&M Shiloh Development Company, a Texas general partnership
            R&KS Aspen Park Development, LLC, a Colorado limited liability
            company









                          Independent Auditors' Consent



The Board of Directors
Regency Centers Corporation:

We consent to  incorporation  by reference in the  registration  statements (No.
333-930,  No.  333-37911,  No. 333-52089 and No. 333-44724) on Form S-3 and (No.
333-24971  and  No.  333-55062)  on  Form  S-8 of  Regency  Centers  Corporation
(formerly known as Regency Realty Corporation), of our reports dated January 30,
2001, relating to the consolidated balance sheets of Regency Centers Corporation
as of December 31, 2000 and 1999,  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, 2000, and related  schedule,  which reports
appear in the  December 31, 2000 annual  report on Form 10-K of Regency  Centers
Corporation.



                                                                      KPMG LLP



Jacksonville, Florida
March 16, 2001