SEC Filing | Regency Centers Corporation

REGENCY CENTERS CORPORATION

February 13, 2012

/s/ J. Christian Leavitt

J. Christian Leavitt, Senior Vice President and Treasurer

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Form 8-K

SECURITIES AND EXCHANGE COMMISSION

UNITED STATES

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 7, 2012

REGENCY CENTERS CORPORATION

REGENCY CENTERS, L.P.

(Exact name of registrant as specified in its charter)


Florida (Regency Centers Corporation) Delaware (Regency Centers, L.P.)	1-12298 (Regency Centers Corporation) 0-24763 (Regency Centers, L.P.)	59-3191743 (Regency Centers Corporation) 59-3429602 (Regency Centers, L.P.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Independent Drive, Suite 114 Jacksonville, Florida		32202
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number including area code: (904)-598-7000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230 .425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement.

On February 7, 2012, Regency Centers Corporation (the “Company”) and Regency Centers, L.P. (the “Operating Partnership”) executed and delivered an underwriting agreement (the “Underwriting Agreement”), by and among the Company, the Operating Partnership and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC as representatives of the several Underwriters named in Exhibit A thereto (the “Underwriters”), relating to the issue and sale by the Company of a total of 10,000,000 shares of the Company’s 6.625% Series 6 Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series 6 Preferred Shares”). The issue and sale of the Series 6 Preferred Shares is expected to settle on February 16, 2012. Under the terms of the Underwriting Agreement, the Company and the Operating Partnership have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or to contribute payments that the Underwriters may be required to make because of any of those liabilities. The Underwriting Agreement contains customary representations and covenants.

The offering of the Series 6 Preferred Shares was registered under the Securities Act pursuant to a registration statement on Form S-3 (Registration No. 333-174535) filed with the Securities and Exchange Commission (the “Commission”) on May 26, 2011. The terms of the Series 6 Preferred Shares are described in the Company’s prospectus dated May 26, 2011, as supplemented by a prospectus supplement dated February 7, 2012.

The foregoing is not a complete discussion of the Underwriting Agreement and is qualified in its entirety by reference to the full text of the Underwriting Agreement attached to this Current Report on Form 8-K as Exhibit 1.1, which is incorporated herein by reference. In connection with the filing of the Underwriting Agreement, the Company and the Operating Partnership are filing on Exhibits 5.2 and 8.2 to this Current Report on Form 8-K the opinions of their counsel.

Item 7.01

Regulation FD Disclosure.

On February 7, 2012, the Company issued a press release updating its 2012 earnings guidance, a copy of which is furnished as Exhibit 99.1 hereto. The information under this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference into any disclosure document relating to the Company, except to the extent, if any, expressly set forth by specific reference in such filing.

Forward-Looking Statements

Forward-looking statements involve risks and uncertainties. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements. Please refer to the documents filed by Regency Centers Corporation with the SEC, specifically the most recent reports on Forms 10-K and 10-Q, which identify important risk factors which could cause actual results to differ from those contained in the forward-looking statements.

Item 8.01

Other Events.

On February 7, 2012, the Company issued a press release announcing the pricing of its offering of the Series 6 Preferred Shares, a copy of which is attached as Exhibit 99.2 hereto.

Item 9.01

Financial Statements and Exhibits


Exhibit Number		Description
1.1		Underwriting Agreement, dated February 7, 2012, by and among Regency Centers Corporation, Regency Centers, L.P. and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC and each of the other Underwriters named in Exhibit A thereto.
5.2		Opinion of Foley & Lardner LLP as to the legality of the Series 6 Preferred Shares.
8.2		Opinion of Foley & Lardner LLP regarding certain tax matters.
12.1		Statement regarding computation of consolidated ratio of earnings to fixed charges and preferred stock dividends.


Exhibit Number		Description
23.1		Consent of Foley & Lardner LLP (included in Exhibit 5.2).
23.2		Consent of Foley & Lardner LLP (included in Exhibit 8.2).
99.1		Press Release dated February 7, 2012.
99.2		Press Release dated February 7, 2012.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EX-1.1

Exhibit 1.1

Regency Centers Corporation

10,000,000 Shares of

6.625% Series 6 Cumulative Redeemable Preferred Stock

(Liquidation Preference $25.00)

Underwriting Agreement

February 7, 2012

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

Wells Fargo Securities, LLC

As representatives of the

several Underwriters named in Schedule I hereto

c/o Merrill Lynch, Pierce, Fenner & Smith

Incorporated

One Bryant Park

New York, New York 10036

c/o Wells Fargo Securities, LLC

301 S. College Street

Charlotte, N.C. 28288

Ladies and Gentlemen:

Regency Centers Corporation, a Florida corporation (the “Company”), which is the general partner of Regency Centers, L.P., a Delaware limited partnership (the “Partnership”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 10,000,000 shares (the “Securities”) of 6.625% Series 6 Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 per share), $0.01 par value, of the Company (the “Preferred Stock”).

1. The Company and the Partnership jointly and severally represent and warrant to, and agree with, each of the Underwriters that:

(a) A registration statement on Form S-3 (File No. 333-174535) (the “Initial Registration Statement”) in respect of the Securities has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three years prior to the date hereof; the Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to the Representatives and, excluding exhibits thereto, but including all documents incorporated by reference in the prospectus contained therein, to the Representatives for each of the other Underwriters, which became effective upon filing; other than a registration statement, if any, increasing the size of the offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b)

under the Securities Act of 1933, as amended (the “Act”), which became effective upon filing, no other document with respect to the Initial Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission (other than prospectuses filed pursuant to Rule 424(b) of the rules and regulations of the Commission under the Act, each in the form heretofore delivered to the Representatives); and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) under the Act, is hereinafter called a “Preliminary Prospectus”; the various parts of the Initial Registration Statement and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and including the information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the Act to be part of the Initial Registration Statement at the time it was effective, each as amended at the time such part of the Initial Registration Statement became effective or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, are hereinafter collectively called the “Registration Statement”; the Preliminary Prospectus relating to the Securities that was included in the Registration Statement immediately prior to the Applicable Time (as defined in Section 1(b) hereof) is hereinafter called the “Pricing Prospectus”; the prospectus relating to the Securities , in the form in which it has most recently been filed, or transmitted for filing, with the Commission on or prior to the date of this Agreement, being hereinafter called the “Prospectus”; any reference herein to any Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the date of such prospectus; and any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated therein; any reference to any amendment to the Initial Registration Statement shall be deemed to refer to and include any annual or special report of the Company or the Partnership filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Initial Registration Statement that is incorporated by reference in the Registration Statement; and any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Securities is hereinafter called an “Issuer Free Writing Prospectus”);

(b) For the purposes of this Agreement, the “Applicable Time” is 2:25 p.m. (Eastern time) on the date of this Agreement; the Pricing Prospectus as supplemented by the final term sheet prepared and filed pursuant to Section 5(a) hereof and each Issuer Free Writing Prospectus, taken together (collectively, the “Pricing Disclosure Package”) as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the

circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule II hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus; provided, however, that this representation and warranty shall not apply to statements or omissions made in an Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein;

(c) The documents incorporated by reference in the Pricing Prospectus and the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein; and no such documents were filed with the Commission since the Commission’s close of business on the business day immediately prior to the date of this Agreement and prior to the execution of this Agreement except as set forth on Schedule II hereto;

(d) The Registration Statement conforms and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will conform in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to each part of the Registration Statement and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein;

(e) The financial statements (including the related notes thereto) of each of the Company and its consolidated subsidiaries and the Partnership and its consolidated subsidiaries included or incorporated by reference in the

Pricing Prospectus and the Prospectus comply in all material respects with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly the financial position of each of the Company and its consolidated subsidiaries and the Partnership and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods covered thereby, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; and the other financial information included or incorporated by reference in the Pricing Prospectus and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and the Partnership and its consolidated subsidiaries and presents fairly the information shown thereby; any pro forma financial information and the related notes thereto included or incorporated by reference in the Pricing Prospectus and the Prospectus have been prepared in accordance with the applicable requirements of the Act and the Exchange Act, as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Pricing Prospectus and the Prospectus; and the interactive data in eXtensible Business Reporting Language furnished by the Company to the Commission has been prepared in accordance with the Commission’s rules and guidelines applicable thereto;

(f) Neither the Company nor any of its subsidiaries (including the Partnership) has sustained since the date of the latest financial statements included or incorporated by reference in the Pricing Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the Pricing Prospectus, there has not been any change in the capital stock of the Company or any of its subsidiaries (including the Partnership) (other than issuances of capital stock in connection with employee benefit plans, the exercise of options, the exchange of Partnership units and the payment of earn-outs pursuant to contractual commitments) or in the partners’ capital of the Partnership or any of its subsidiaries, any change in mortgage loans payable or long-term debt of the Company or any of its subsidiaries (including the Partnership) in excess of $20,000,000 or in the mortgage loans payable or long-term debt of the Partnership or any of its subsidiaries (other than (A) term loans evidenced by the Term Loan Agreement dated as of November 17, 2011 by and among the Company, the Partnership and the lenders party thereto, in the principal amount of $250,000,000, of which $150,000,000 has been funded and an additional $100,000,000 is available for funding on a delayed draw basis, (B) the assumption by GRI-Lake Grove, LLC, of a loan having an outstanding principal balance of $34,337,030.05 from Capital One, National Association, and secured by a mortgage on Lake Grove Shopping Center in Suffolk County, New York, and (C) a loan in the principal amount of $51,750,000 from The Prudential Insurance

Company of America to FW CA-Brea Marketplace, LLC secured by a mortgage on Brea Marketplace Shopping Center in Orange County, California) ) or any material adverse change in excess of $20,000,000, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company or the Partnership on any class of capital stock (other than the dividend to be paid on the Company’s common stock and equivalent units on February 29, 2012 and the dividends to be paid on the Company’s Series 3, 4 and 5 preferred stock and on preferred units as provided in various preferred unit agreements on April 2, 2012), or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders’ equity, partners’ capital or results of operations of the Company and its subsidiaries (including the Partnership), otherwise than as set forth or contemplated in the Pricing Prospectus; and neither the Company nor any of its subsidiaries (including the Partnership) has entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries taken as a whole;

(g) The Company and its subsidiaries (including the Partnership) have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them, in each case free and clear of all liens, encumbrances and defects except such as are described in the Pricing Prospectus or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and its subsidiaries (including the Partnership); and any real property and buildings held under lease by the Company and its subsidiaries (including the Partnership) are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries (including the Partnership);

(h) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Florida, with power and authority (corporate and other) to own its properties and conduct its business as described in the Pricing Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction; and each subsidiary of the Company has been duly incorporated or organized and is validly existing as a corporation or other entity in good standing under the laws of its jurisdiction of incorporation or organization; the Partnership has been duly organized and is validly existing in good standing under the laws of the State of Delaware, with power and authority to own its properties and conduct its business as described in the Pricing Prospectus, and has been duly qualified as a foreign partnership for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction;

(i) All of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company; the capital stock of the Company conforms in all material respects to the description thereof in the Pricing Prospectus; except as set forth on Exhibit A, all of the issued shares of capital stock or other equity interests of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and (except as set forth on Exhibit A and for directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims; and the Partnership has an authorized capitalization as set forth in the Pricing Prospectus, and all of the issued partnership interests of the Partnership have been duly and validly authorized and issued and are fully paid and non-assessable; and there are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any shares of capital stock of the Company or any of its subsidiaries other than those described in the Pricing Prospectus and the Prospectus (except for the option to purchase 500,000 7.45% Series D Cumulative Redeemable Preferred Limited Partnership Units of the Partnership, in favor of the Company);

(j) The Securities have been duly authorized and, when issued and delivered and paid for by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and non-assessable; and the Securities will conform to the descriptions thereof in the Pricing Disclosure Package and the Prospectus; the certificates for the Securities are in valid and sufficient form; the holders of outstanding shares of capital stock of the Company are not entitled to preemptive or other rights to subscribe for the Securities arising by operation of law or the Company’s Articles of Incorporation or Bylaws, or under any agreement by which the Company is bound; and, the shares of common stock of the Company (the “Common Shares”) issuable upon conversion of the Preferred Stock have been duly authorized by all necessary corporate action of the Company and reserved for issuance upon conversion of the Preferred Stock and, upon issuance thereof upon conversion of the Preferred Stock in accordance with the terms of the Company’s Articles of Incorporation, will be validly issued, fully paid and nonassessable;

(k) None of the transactions contemplated by this Agreement (including, without limitation, the use of the proceeds from the sale of the Securities) will violate or result in a violation of Section 7 of the Exchange Act, or any regulation promulgated thereunder, including, without limitation, Regulations G, T, U, and X of the Board of Governors of the Federal Reserve System;

(l) Prior to the date hereof, neither the Company nor any of its affiliates (including the Partnership) has taken any action which is designed to or which has constituted or which might have been expected to cause or result in stabilization or manipulation of the price of any security of the Partnership or the Company in connection with the offering of the Securities;

(m) The issue and sale of the Securities, the issuance of the Common Shares upon conversion thereof, and the compliance by the Company and the Partnership with all of the provisions of the Securities, this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries (including the Partnership) is a party or by which the Company or any of its subsidiaries (including the Partnership) is bound or to which any of the property or assets of the Company or any of its subsidiaries (including the Partnership) is subject, nor will such action result in any violation of the provisions of the Articles of Incorporation or Bylaws of the Company, the Certificate of Limited Partnership or partnership agreement of the Partnership or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries (including the Partnership) or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company and the Partnership of the transactions contemplated by this Agreement, except such as have been, or will have been prior to the Time of Delivery, obtained under the Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters;

(n) Each of the Company and the Partnership has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by each of them of this Agreement and the consummation by each of them of the transactions contemplated hereby has been duly and validly taken;

(o) This Agreement has been duly authorized, executed and delivered by the Company and the Partnership;

(p) Neither the Company nor any of its subsidiaries (including the Partnership) is in violation of its Articles of Incorporation, Bylaws, Certificate of Limited Partnership or partnership agreement or in default in the performance or observance of any material obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound;

(q) The statements set forth in the Pricing Prospectus and Prospectus under the caption “Description of the Series 6 Preferred Shares” and “Description of Preferred Stock of Regency Centers Corporation”, insofar as they purport to constitute a summary of the terms of the Securities, and under the captions “Certain Material Federal Income Tax Considerations” and “Additional Federal Income Tax Considerations”, insofar as they purport to describe the provisions of the laws and documents referred to therein, and under the captions “Plan of Distribution” and “Underwriting”, insofar as they purport to describe the documents referred to therein, are accurate and complete in all material respects;

(r) Other than as set forth in the Pricing Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries (including the Partnership) is a party or of which any property of the Company or any of its subsidiaries (including the Partnership) is the subject which, if determined adversely to the Company or any of its subsidiaries (including the Partnership), would individually or in the aggregate have a material adverse effect on the current or future financial position, stockholders’ equity, partners’ capital or results of operations of the Company and its subsidiaries (including the Partnership) (“Material Adverse Effect”); and, to the best of the Partnership’s knowledge and the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;

(s) The Company has qualified to be taxed as a real estate investment trust pursuant to Sections 856 through 860 of the Internal Revenue Code (the “Code”), for each of the fiscal years from its inception through the most recently completed fiscal year, and the Company’s present and contemplated organization, ownership, method of operation, assets and income are such that the Company is in a position under present law to so qualify for the current fiscal year and in the future;

(t) The Company and its subsidiaries (including the Partnership) have paid all federal, state, local and foreign taxes and filed all tax returns required to be paid or filed through the date hereof; and except as otherwise disclosed in the Pricing Prospectus and Prospectus, there is no tax deficiency that has been, or could reasonably be expected to be, asserted against the Company or any of its subsidiaries (including the Partnership) or any of their respective properties or assets;

(u) The Company and its subsidiaries (including the Partnership) possess all licenses, certificates, permits and other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described in the Pricing Prospectus and Prospectus, except where the failure to possess or make the same would not, individually or in the aggregate, have a Material Adverse Effect; and except as described in the Pricing Prospectus and Prospectus, neither the Company nor any of its

subsidiaries (including the Partnership) has received notice of any revocation or modification of any such license, certificate, permit or authorization or has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course;

(v) No labor disturbance by or dispute with employees of the Company and its subsidiaries (including the Partnership) exists or, to the knowledge of the Company or the Partnership, is contemplated or threatened, and neither the Company nor the Partnership is aware of any existing or imminent labor disturbance by, or dispute with, the employees of any of its or its subsidiaries’ principal suppliers, contractors or customers, except as would not have a Material Adverse Effect;

(w)(i) Each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Code) would have any liability (each, a “Plan”) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code, except for noncompliance that could not reasonably be expected to result in material liability to the Company or its subsidiaries (including the Partnership); (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption that could reasonably be expected to result in a material liability to the Company or its subsidiaries (including the Partnership); (iii) for each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, the minimum funding standard of Section 412 of the Code or Section 302 of ERISA, as applicable, has been satisfied (without taking into account any waiver thereof or extension of any amortization period) and is reasonably expected to be satisfied in the future (without taking into account any waiver thereof or extension of any amortization period); (iv) the fair market value of the assets of each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (v) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that either has resulted, or could reasonably be expected to result, in material liability to the Company or its subsidiaries (including the Partnership); (vi) neither the Company nor any member of the Controlled Group has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation (the “PBGC”), in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(a)(3) of ERISA); and (vii) there is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the PBGC or any other governmental agency or any foreign regulatory agency with respect to any Plan that could reasonably be expected to result in material liability to the Company or its subsidiaries (including the Partnership). None of the following events has occurred or is reasonably

likely to occur: (x) a material increase in the aggregate amount of contributions required to be made to all Plans by the Company or its subsidiaries (including the Partnership) in the current fiscal year of the Company and its subsidiaries (including the Partnership) compared to the amount of such contributions made in the Company and its subsidiaries’ (including the Partnership’s) most recently completed fiscal year; or (y) a material increase in the Company and its subsidiaries’ (including the Partnership’s) “accumulated post-retirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106) compared to the amount of such obligations in the Company and its subsidiaries’ (including the Partnership’s) most recently completed fiscal year;

(x) The Company and its subsidiaries (including the Partnership) own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses as currently conducted and as proposed to be conducted, and the conduct of their respective businesses will not conflict in any material respect with any such rights of others. The Company and its subsidiaries (including the Partnership) have not received any notice of any claim of infringement, misappropriation or conflict with any such rights of others in connection with its patents, patent rights, licenses, inventions, trademarks, service marks, trade names, copyrights and know-how, which could reasonably be expected to result in a Material Adverse Effect;

(y) No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries (including the Partnership), on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company or any of its subsidiaries (including the Partnership), on the other, that is required by the Act to be described in the Pricing Prospectus and Prospectus and is not so described;

(z)(i) The Company and its subsidiaries (including the Partnership) (a) are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees, orders and the common law relating to pollution or the protection of the environment, natural resources or human health or safety, including those relating to the generation, storage, treatment, use, handling, transportation, Release (as defined below) or threat of Release of Hazardous Materials (as defined below) (collectively, “Environmental Laws”), (b) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, (c) have not received notice of any actual or potential liability under or relating to, or actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any Release or threat of Release of Hazardous Materials, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, (d) are not conducting or paying for, in whole or in part, any investigation, remediation or other corrective action pursuant to any Environmental Law at any

location, and (e) are not a party to any order, decree or agreement that imposes any obligation or liability under any Environmental Law, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company and its subsidiaries (including the Partnership), except in the case of each of (i) and (ii) above, for any such matter, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described in the Pricing Prospectus and Prospectus, (a) there are no proceedings that are pending, or that are known to be contemplated, against the Company and its subsidiaries (including the Partnership) under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (b) the Company and its subsidiaries (including the Partnership) are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws, including the Release or threat of Release of Hazardous Materials, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries (including the Partnership), and (c) none of the Company and its subsidiaries (including the Partnership) anticipates material capital expenditures relating to any Environmental Laws;

(aa) There has been no storage, generation, transportation, use, handling, treatment, Release or threat of Release of Hazardous Materials by, relating to or caused by the Company and its subsidiaries (including the Partnership) (or, to the knowledge of the Company and its subsidiaries (including the Partnership), any other entity (including any predecessor) for whose acts or omissions the Company and its subsidiaries (including the Partnership) is or could reasonably be expected to be liable) at, on, under or from any property or facility now or previously owned, operated or leased by the Company and its subsidiaries (including the Partnership), or at, on, under or from any other property or facility, in violation of any Environmental Laws or in a manner or amount or to a location that could reasonably be expected to result in any liability of the Company and its subsidiaries (including the Partnership) under any Environmental Law, except for any violation or liability which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. “Hazardous Materials” means any material, chemical, substance, waste, pollutant, contaminant, compound, mixture, or constituent thereof, in any form or amount, including petroleum (including crude oil or any fraction thereof) and petroleum products, natural gas liquids, asbestos and asbestos containing materials, naturally occurring radioactive materials, brine, and drilling mud, regulated or which can give rise to liability under any Environmental Law. “Release” means any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, or migrating in, into or through the environment, or in, into from or through any building or structure;

(bb) Neither the Partnership nor the Company is, and after giving effect to the offering and sale of the Securities, will be an “investment company”, or an entity “controlled” by an “investment company”, as such terms are defined in the United States Investment Company Act of 1940, as amended (the “Investment Company Act”);

(cc) KPMG LLP, who have certified certain financial statements of the Partnership and its subsidiaries and the Company and its subsidiaries, are independent public accountants as required by the Act and the rules and regulations of the Commission thereunder;

(dd) The Company and its subsidiaries (including the Partnership) maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that is designed to ensure that information required to be disclosed by the Company and the Partnership in reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company or the Partnership’s respective management as appropriate to allow timely decisions regarding required disclosure. The Company and its subsidiaries (including the Partnership) have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act;

(ee) The Company and its subsidiaries (including the Partnership) maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including, but not limited to internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language furnished by the Company to the Commission has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no material weaknesses in the Company’s or the Partnership’s internal controls;

(ff) The Company and its subsidiaries (including the Partnership) have insurance covering their respective properties, operations, personnel and businesses, including business interruption insurance, which insurance is in amounts and insures against such losses and risks as are adequate to protect the Company and its subsidiaries (including the Partnership) and their respective

businesses; and neither the Company nor any of its subsidiaries (including the Partnership) has (i) received notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance or (ii) any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its business;

(gg) Neither the Company nor any of its subsidiaries (including the Partnership) nor, to the knowledge of the Company or the Partnership, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries (including the Partnership) has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment;

(hh) The operations of the Company and its subsidiaries (including the Partnership) are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries (including the Partnership) with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened;

(ii) Neither the Company nor any of its subsidiaries (including the Partnership) nor, to the knowledge of the Company or the Partnership, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”); and the Partnership will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC;

(jj) No subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s properties or assets to the Company or any other subsidiary of the Company;

(kk) Neither the Company nor any of its subsidiaries (including the Partnership) is a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against the Company or any of its subsidiaries (including the Partnership) or any Underwriter for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Securities;

(ll) No person has the right to require the Partnership or Company or any of its subsidiaries to register any securities for sale under the Act by reason of the filing of the Registration Statement with the Commission or the issuance and sale of the Securities;

(mm) The statements and financial information (including the assumptions described therein) included in the Pricing Prospectus and Prospectus or incorporated by reference therein from the Partnership’s and the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 and Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011 (in each case under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations”) (collectively, the “Projections”) (i) are within the coverage of the safe harbor for forward-looking statements set forth in Section 27A of the Act, Rule 175(b) under the Act or Rule 3b-6 under the Exchange Act, as applicable, (ii) were made by the Company and the Partnership with a reasonable basis and in good faith and reflect the Partnership’s and the Company’s good faith best estimate of the matters described therein, and (iii) have been prepared in accordance with Item 10 of Regulation S-K under the Act; the assumptions used in the preparation of the Projections are reasonable; and none of the Partnership, the Company or the Company’s subsidiaries are aware of any business, economic or industry developments inconsistent with the assumptions underlying the Projections;

(nn) Nothing has come to the attention of the Company or the Partnership that has caused the Company or the Partnership to believe that the statistical and market-related data included in the Pricing Prospectus and Prospectus is not based on or derived from sources that are reliable and accurate in all material respects;

(oo) There is and has been no failure on the part of the Company or, to the knowledge of the Company, any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications;

(pp) At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest time thereafter that the Company or any offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” and is a well-known seasoned issuer, in each case as defined in Rule 405 under the Act; and

(qq) The Company will have applied to have the Securities and the Common Shares issuable upon conversion thereof approved for listing on the New York Stock Exchange, Inc. (the “NYSE”) prior to the Time of Delivery; the Company is in compliance with the rules and regulations of the NYSE, including without limitation, the requirements for continued listing of the Common Shares on the NYSE, and there are no actions, suits or proceedings pending, threatened or, to the Company’s knowledge, contemplated, and the Company has not received any notice from the NYSE, regarding the revocation of such or otherwise regarding the delisting of the Common Shares from the NYSE.

2. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 per share of Preferred Stock (the “Purchase Price”), the amount of the Securities set forth opposite such Underwriter’s name in Schedule I hereto.

3. Upon the authorization by the Representatives of the release of the Securities thereof, the several Underwriters propose to offer the Securities for sale upon the terms and conditions set forth in the Prospectus.

4. The Securities to be purchased by each Underwriter hereunder shall have such liquidation preference and be registered in such names as the Representatives may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representatives for the account of such Underwriter, against payment by such Underwriter or on its behalf of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to the Representatives at least forty-eight hours in advance (unless postponed in accordance with the provisions of Section 10) or at such other place and time and date as the Representatives and the Company may agree upon in writing, such time and date being herein called the “Time of Delivery”.

5. The Company and the Partnership jointly and severally agree with each of the Underwriters:

(a) To prepare the Prospectus in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by Rule 424(b); to make no further amendment or any supplement to the Registration Statement or the Prospectus prior to the Time of Delivery which shall be disapproved by the Representatives promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof; to prepare a final term sheet, containing solely a description of the Securities, in a form approved by the Representatives and to file such term sheet pursuant to Rule 433(d) under the Act within the time required by such Rule; to file promptly all other material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act; to file

promptly all reports and any definitive proxy or information statements required to be filed by the Company or the Partnership with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required in connection with the offering or sale of such Securities, and during such same period to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus relating to the Securities, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order;

(b) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities; provided, that in connection therewith neither the Company nor the Partnership shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction;

(c) Prior to 10:00 a.m., New York City time, on the New York Business Day next succeeding the date of this Agreement and from time to time, to furnish the Underwriters in New York City with copies of the Prospectus in such quantities as the Representatives may reasonably request and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required at any time in connection with the offering or sale of the Securities and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Act or the Exchange Act, to notify the Representatives and upon their request to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance;

(d) To make generally available to its securityholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158);

(e) During a period of 30 days from the date of the Prospectus, not to offer, sell, contract to sell or otherwise dispose of, except as provided hereunder, any preferred securities of the Company or the Partnership that are substantially similar to the Securities, without the prior written consent of the Representatives;

(f) Not to be or become, at any time prior to the expiration of three years after the Time of Delivery, an open-end investment company, unit investment trust, closed-end investment company or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act;

(g) During a period of five years from the date of the Prospectus, to furnish to the Representatives copies of all reports or other communications (financial or other) furnished to stockholders of the Company or partners of the Partnership, and to deliver to the Representatives (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any securities exchange on which the Securities or any class of securities of the Company or Partnership is listed; and (ii) such additional information concerning the business and financial condition of the Company or the Partnership as the Representatives may from time to time reasonably request (such financial statements to be on a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission or to the extent the accounts of the Partnership and its subsidiaries are consolidated in reports furnished to its partners generally or to the Commission);

(h) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities;

(i) To use the net proceeds received by it from the sale of the Securities pursuant to this Agreement in the manner specified in the Pricing Prospectus under the caption “Use of Proceeds”;

(j) If the Company elects to rely upon Rule 462(b), the Company shall file a Rule 462(b) Registration Statement with the Commission in

compliance with Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111 under the Act; and

(k) The Company will use its commercially reasonable efforts to cause the Securities to be listed and admitted or authorized for trading on the NYSE.

6. The Company and the Partnership jointly and severally covenant and agree that:

(a) other than the final term sheet prepared and filed pursuant to Section 5(a) hereof, without the prior consent of the Representatives, the Company has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Act;

(b) the Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending; and

(c) if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company and the Partnership will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein.

Each Underwriter represents and agrees that, without the prior consent of the Company, other than one or more term sheets relating to the Securities containing customary information and conveyed to purchasers of Securities, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus and any such free writing prospectus the use of which has been consented to by the Company and the Representatives (including the final term sheet prepared and filed pursuant to Section 5(a) hereof) is listed on Schedule II hereto.

7. The Company and the Partnership jointly and severally covenant and agree with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s and the

Partnership’s counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, the Blue Sky Memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (iv) any fees charged by any nationally recognized statistical rating organization for rating the Securities; (v) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with, any required review by the Financial Industry Regulatory Authority of the terms of the sale of the Securities; (vi) the preparation, issuance and delivery of the certificates for the Securities to the Underwriters, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Securities to the Underwriters; (vii) the fees payable in connection with listing the Securities and Common Shares issuable upon conversion thereof on the NYSE; (viii) the fees and expenses of any transfer agent or registrar for the Securities; and (ix) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Sections 9 and 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make.

8. The obligations of the Underwriters shall be subject, in their discretion, to the condition that all representations and warranties and other statements of the Company and the Partnership are, at and as of the Time of Delivery of the Securities, true and correct, the condition that the Company and the Partnership shall have performed all of their respective obligations hereunder theretofore to be performed, and the following additional conditions:

(a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; the final term sheet contemplated by Section 5(a) hereof, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time period prescribed for such filings by Rule 433; if the Company has elected to rely upon Rule 462(b) under the Act, the Rule 462(b) Registration Statement shall have become effective by 10:00 P.M., Washington, D.C. time, on the date of this Agreement; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; no stop order suspending or preventing the use of the

Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Representatives’ reasonable satisfaction;

(b) Sullivan & Cromwell LLP, counsel for the Underwriters, shall have furnished to the Representatives an opinion and 10b-5 statement, dated the Time of Delivery, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;

(c) Foley & Lardner LLP, counsel for the Company, shall have furnished to the Representatives an opinion and 10b-5 statement, dated the Time of Delivery, in form and substance reasonably satisfactory to the Representatives, in substantially the form set forth in Annex A hereto;

(d) On the date of the Prospectus at a time prior to the execution of this Agreement and at the Time of Delivery, the independent accountants of the Company and the Partnership, who have certified the financial statements of the Company and its subsidiaries and the Partnership and its subsidiaries included or incorporated by reference in the Registration Statement, shall have furnished to the Representatives a letter, dated the effective date of the Registration Statement or the date of the most recent report filed with the Commission containing financial statements and incorporated by reference in the Registration Statement, if the date of such report is later than such effective date, and a letter dated such Time of Delivery, respectively, to the effect customarily provided to underwriters, and with respect to such letter dated such Time of Delivery, as to such other matters as the Representatives may reasonably request and in form and substance satisfactory to the Representatives;

(e) (i) Neither the Company nor any of its subsidiaries (including the Partnership) shall have sustained since the date of the latest audited financial statements included or incorporated by reference in the Pricing Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus, and (ii) since the respective dates as of which information is given in the Pricing Prospectus there shall not have been any change in the capital stock, mortgage loans payable or long-term debt of the Company or any of its subsidiaries (including the Partnership) or in the partners’ capital, mortgage loans payable or long-term debt of the Partnership or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, partners’ capital, stockholders’ equity or results of operations of the Company and its subsidiaries (including the Partnership) otherwise than as set forth or contemplated in the Pricing Prospectus, the effect of which, in any such case described in Clause (i) or (ii), is in the judgment of the Representatives so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in this Agreement and in the Prospectus;

(f) On or after the Applicable Time (i) no downgrading shall have occurred in the rating accorded the Partnership’s or the Company’s debt securities or preferred stock by any “nationally recognized statistical rating organization”, as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Partnership’s or the Company’s debt securities or preferred stock;

(g) On or after the Applicable Time there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the NYSE or the NASDAQ Global Market; (ii) a suspension or material limitation in trading in the Company’s securities on any stock exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities declared by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change, in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in Clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Prospectus;

(h) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Time of Delivery, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Time of Delivery, prevent the issuance or sale of the Securities;

(i) The Company shall have complied with the provisions of Section 5 hereof with respect to the furnishing of prospectuses on the New York Business Day next succeeding the date of this Agreement;

(j) The Company shall have filed the Articles of Amendment designating the preferences, rights and limitations of the Preferred Stock, and satisfactory evidence of such action shall have been provided to the Representatives;

(k) The Company and the Partnership shall have furnished or caused to be furnished to the Representatives at the Time of Delivery certificates of officers of the Company and the Partnership satisfactory to the Representatives as to the accuracy of the representations and warranties of the Company and the Partnership herein at and as of such Time of Delivery, as to

the performance by the Company and the Partnership of all of their obligations hereunder to be performed at or prior to such Time of Delivery, as to the matters set forth in subsections (a) and (e) of this Section and as to such other matters as the Representatives may reasonably request; and

(l) The Representatives shall have received on and as of the Time of Delivery, satisfactory evidence of the good standing of the Company and the Partnership in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.

9.(a) The Company and the Partnership jointly and severally will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company and the Partnership shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein.

(b) Each Underwriter will indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by such Underwriter

through the Representatives expressly for use therein; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred.

(c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d) If the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Partnership on the one hand and the Underwriters on the other from the offering of the Securities. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Partnership or the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Partnership or the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company or the Partnership bear to the

total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Partnership on the one hand or the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the Partnership and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of the Underwriters in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint.

(e) The obligations of the Company and the Partnership under this Section 9 shall be in addition to any liability which the Company or the Partnership may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 9 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company within the meaning of the Act.

10.(a) If any Underwriter shall default in its obligation to purchase the Securities which it has agreed to purchase hereunder, the Representatives may in their discretion arrange for the Representatives or another party or other parties to purchase such Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or

arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Securities.

(b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate number of shares of such Securities which remains unpurchased does not exceed one-eleventh of the aggregate number of shares of the Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of shares of all Securities which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of shares of Securities which such Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

(c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate number of shares of Securities which remains unpurchased exceeds one-eleventh of the aggregate number of shares of all the Securities, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase the shares of Securities of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

11. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Partnership and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company or the Partnership, or any officer or director or controlling person of the Company or the Partnership, and shall survive delivery of and payment for the Securities.

12. If this Agreement shall be terminated pursuant to Section 8(g) or 10 hereof, the Company and the Partnership shall not then be under any liability to any Underwriter except as provided in Sections 7 and 9 hereof; but if for any other reason Securities are not delivered by or on behalf of the Company as provided herein, the Company or the Partnership will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees and disbursements of counsel, reasonably incurred by

the Underwriters in making preparations for the purchase, sale and delivery of the Securities, but the Company and the Partnership shall then be under no further liability to any Underwriter except as provided in Sections 7 and 9 hereof.

13. In all dealings hereunder, the Representatives shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives jointly or by any of the Representatives.

All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex, facsimile or e-mail transmission to you as the representatives at Wells Fargo Securities, LLC, 301 S. College Street, 6^th Floor, Charlotte, NC 28288, Attention: Transaction Management, Facsimile: 704-383-9165; and at Merrill Lynch, Pierce, Fenner & Smith Incorporated, 50 Rockefeller Center, NY 1-050-12-02, New York, NY 10020, Attention: High Grade Transaction Management/Legal, Facsimile: 646-855-5958; and if to the Company or the Partnership shall be delivered or sent by mail, telex, facsimile or e-mail transmission to the address of the Company and the Partnership set forth in the Registration Statement: Attention: Secretary; provided, however, that any notice to an Underwriter pursuant to Section 9(c) hereof shall be delivered or sent by mail, telex, facsimile or e-mail transmission to such Underwriter at its address set forth in its Underwriters’ Questionnaire, or telex constituting such Questionnaire, which address will be supplied to the Company and the Partnership by the Representatives upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

14. This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and the Partnership and, to the extent provided in Sections 9 and 11 hereof, the officers and directors of the Company and the Partnership and each person who controls the Company or the Partnership or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Securities from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

15. Time shall be of the essence of this Agreement. As used herein, “business day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.

16. Each of the Company and the Partnership acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company and the Partnership, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company or the Partnership, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company and the Partnership with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Partnership on other matters) or any other obligation to the Company or the Partnership except the obligations expressly set forth in this Agreement and (iv) the

Company and the Partnership have consulted their own legal and financial advisors to the extent they have deemed appropriate. The Company and the Partnership agree that they will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company or the Partnership, in connection with such transaction or the process leading thereto.

17. This Agreement supersedes all prior agreements and understandings (whether written or oral) among the Company, the Partnership and the Underwriters, or any of them, with respect to the subject matter hereof.

18. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

19. The Company, the Partnership and each of the Underwriters hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

20. This Agreement may be executed by any one or more of the parties hereto and thereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

21. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

If the foregoing is in accordance with your understanding, please sign and return to us five counterparts hereof.


Very truly yours,
Regency Centers Corporation
By
		Name:
		Title:


Regency Centers, L.P.
By:		Regency Centers Corporation, general partner
By
		Name:
		Title:

Accepted as of the date hereof on behalf of each of the Underwriters:


Wells Fargo Securities, LLC
By:
		Name:
		Title:


Merrill Lynch, Pierce, Fenner & Smith Incorporated
By:
		Name:
		Title:

SCHEDULE I


Underwriter	Number of Shares to be Purchased
Merrill Lynch, Pierce, Fenner & Smith Incorporated		4,111,250

Wells Fargo Securities, LLC		4,111,250

J.P. Morgan Securities LLC		365,000

RBC Capital Markets, LLC		365,000

Morgan Keegan & Company, Inc.		222,500

PNC Capital Markets LLC		222,500

U.S. Bancorp Investments, Inc.		222,500

Comerica Securities Inc.		95,000

Mitsubishi UFJ Securities (USA), Inc.		95,000

Mizuho Securities USA Inc.		95,000

SMBC Nikko Capital Markets Limited		95,000

Total		10,000,000

SCHEDULE II

(a) Regency Centers Corporation Pricing Term Sheet filed with the Commission by the Company on February 7, 2012 pursuant to Rule 433 under the Act.

(b) Additional Documents Incorporated by Reference:

None.

Annex A

Form of Opinion of Counsel for the Company

Exhibit A

REGENCY CENTERS CORPORATION

Subsidiaries


Entity	Jurisdiction	Owner(s)	Nature of Interest	% of Ownership
Regency Centers, L.P.	Delaware	Regency Centers Corporation Outside Investors	General Partner Limited Partners		99.0% 1.0%

Columbia Cameron Village SPE, LLC	Delaware	Regency Centers, L.P. Columbia Perfco Partners, L.P.	Member Member		30% 70%
Columbia Cameron Village, LLC	Delaware	Columbia Cameron Village SPE, LLC	Member		100%
Columbia Regency Retail Partners, LLC	Delaware	Regency Centers, L.P. Columbia Perfco Partners, L.P.	Member Member		20% 80%
Columbia Retail Baker Hill, LLC	Delaware	Columbia Regency Retail Partners, LLC	Member		100%
Columbia Retail Deer Grove, LLC	Delaware	Columbia Regency Retail Partners, LLC	Member		100%
Columbia Retail Deer Grove Center, LLC	Delaware	Columbia Retail Deer Grove, LLC	Member		100%
Columbia Retail Dulles, LLC	Delaware	Columbia Regency Retail Partners, LLC	Member		100%
Columbia Retail Geneva Crossing, LLC	Delaware	Columbia Regency Retail Partners, LLC	Member		100%
Columbia Retail Shorewood Crossing, LLC	Delaware	Columbia Regency Retail Partners, LLC	Member		100%
Columbia Retail Special Member (GLP), LLC	Delaware	Columbia Perfco, L.P. Regency Centers, L.P.	Member		80% 20%
Columbia Retail Stearns Crossing, LLC	Delaware	Columbia Regency Retail Partners, LLC	Member		100%
Columbia Retail Texas 3, LLC	Delaware	Columbia Regency Retail Partners, LLC	Member		100%
Columbia Retail Sweetwater Plaza, LP	Delaware	Columbia Retail Texas 3, LLC Columbia Regency Retail Partners, LLC	General Partner Limited Partner		1% 99%


Entity	Jurisdiction	Owner(s)	Nature of Interest	% of Ownership
Columbia Retail Washington 1, LLC	Delaware	Columbia Regency Retail Partners, LLC	Member		100%
Columbia Cascade Plaza, LLC	Delaware	Columbia Retail Washington 1, LLC	Member		100%
Columbia Julington Village, LLC	Delaware	Columbia Regency Retail Partners, LLC	Member		100%
Columbia Palm Valley Marketplace, LLC	Delaware	Columbia Regency Retail Partners, LLC	Member		100%
Columbia Park Plaza Member, LLC	Delaware	Columbia Regency Retail Partners, LLC	Member		100%
Columbia Park Plaza, LLC	Delaware	Columbia Park Plaza Member, LLC	Member		100%
Columbia Regency Partners II, LLC	Delaware	Regency Centers, L.P. Columbia Perfco Partners, L.P.	Member Member		20% 80%
Columbia Cochran Commons, LLC	Delaware	Columbia Regency Partners II, LLC	Member		100%
Hollymead Town Center, LLC	Delaware	Columbia Regency Partners II, LLC	Member		100%
Columbia II Hollymead, LLC	Delaware	Hollymead Town Center, LLC	Member		100%
Columbia II Johns Creek, LLC	Delaware	Columbia Regency Partners II, LLC	Member		100%
Columbia Lorton Station Marketplace Member, LLC	Delaware	Columbia Regency Partners II, LLC	Member		100%
Columbia Lorton Station Marketplace, LLC	Delaware	Columbia Lorton Station Marketplace Member, LLC	Member		100%
Columbia Lorton Station Town Center, LLC	Delaware	Columbia Regency Partners II, LLC	Member		100%
Columbia II Marina Shores, LLC	Delaware	Columbia Regency Partners II, LLC	Member		100%
Columbia Plantation Plaza Member, LLC	Delaware	Columbia Regency Partners II, LLC	Member		100%
Columbia Plantation Plaza, LLC	Delaware	Columbia Plantation Plaza Member, LLC	Member		100%
Columbia Rockridge Center, LLC	Delaware	Columbia Regency Partners II, LLC	Member		100%
Columbia Shorewood Crossing Phase 2 Member, LLC	Delaware	Columbia Regency Partners II, LLC	Member		100%


Entity	Jurisdiction	Owner(s)	Nature of Interest	% of Ownership
Columbia Shorewood Crossing Phase 2, LLC	Delaware	Columbia Shorewood Crossing Phase 2 Member, LLC	Member		100%
Columbia Shorewood Crossing Phase 3, LLC	Delaware	Columbia Regency Partners II, LLC	Member		100%
Signal Hill Two, LLC	Delaware	Columbia Regency Partners II, LLC	Member		100%
Columbia II Signal Hill, LLC	Delaware	Signal Hill Two, LLC	Member		100%
Columbia Speedway Plaza Member, LLC	Delaware	Columbia Regency Partners II, LLC	Member		100%
Columbia Speedway Plaza, LLC	Delaware	Columbia Speedway Plaza Member, LLC	Member		100%
Columbia Sutton Square, LLC	Delaware	Columbia Regency Partners II, LLC	Member		100%
Columbia II Highland Knolls, LLC	Delaware	Columbia Regency Partners II, LLC	Member		100%
Columbia II Holding, LLC	Delaware	Columbia Regency Partners II, LLC	Member		100%
Columbia II Island Crossing, LLC	Delaware	Columbia II Holding, LLC	Member		100%
Columbia II King Plaza, LLC	Delaware	Columbia II Holding, LLC	Member		100%
Columbia II Lost Mountain, LLC	Delaware	Columbia II Holding, LLC	Member		100%
Columbia II Raley’s Center, LLC	Delaware	Columbia II Holding, LLC	Member		100%
Columbia II Surfside Beach Commons, LLC	Delaware	Columbia II Holding, LLC	Member		100%

GRI-Regency, LLC	Delaware	Global Retail Investors, LLC Regency Centers, L.P.	Member Member		60% 40%
FW PA-Mercer Square, LLC	Delaware	GRI-Regency, LLC	Member		100%
FW PA-Newtown Square, LLC	Delaware	GRI-Regency, LLC	Member		100%
FW PA-Warwick Plaza, LLC	Delaware	GRI-Regency, LLC	Member		100%
MCW-RC SC-Merchant’s, LLC (fka MCW-RC South Carolina, LLC)	Delaware	GRI-Regency, LLC	Member		100%
MCW-RC SC-Merchant’s Village Member, LLC	Delaware	MCW-RC SC-Merchant’s, LLC	Member		100%


Entity	Jurisdiction	Owner(s)	Nature of Interest	% of Ownership
MCW-RC SC-Merchant’s Village, LLC	Delaware	MCW-RC SC-Merchant’s Village Member, LLC	Member		100%
FW CA-Brea Marketplace Member, LLC	Delaware	GRI-Regency, LLC	Member		100%
FW CA-Brea Marketplace, LLC	Delaware	FW CA-Brea Marketplace Member, LLC	Member		100%
U.S. Retail Partners Holding, LLC	Delaware	GRI-Regency, LLC	Member		100%
U.S. Retail Partners Member, LLC	Delaware	GRI-Regency, LLC	Member		100%
U.S. Retail Partners, LLC	Delaware	U.S. Retail Partners Holding, LLC U.S. Retail Partners Member, LLC	Member Member		1% 99%
FW CO-Arapahoe Village, LLC	Delaware	U.S. Retail Partners	Member		100%
FW CO-Cherrywood Square, LLC	Delaware	U.S. Retail Partners	Member		100%
FW CO-Ralston Square, LLC	Delaware	U.S. Retail Partners	Member		100%
FW MN-Colonial Square, LLC	Delaware	U.S. Retail Partners	Member		100%
USRP I Holding, LLC	Delaware	GRI-Regency, LLC	Member		100%
USRP I Member, LLC	Delaware	GRI-Regency, LLC	Member		100%
USRP I, LLC	Delaware	USRP I Holding, LLC USRP I Member, LLC	Member Member		1% 99%
FW NJ-Plaza Square, LLC	Delaware	USRP I	Member		100%
FW VA-Greenbriar Town Center, LLC	Delaware	USRP I	Member		100%
FW VA-Festival at Manchester, LLC	Delaware	USRP I	Member		100%
FW-Reg II Holdings, LLC	Delaware	GRI-Regency, LLC	Member		100%
FW CA-Auburn Village, LLC	Delaware	FW-Reg II Holdings, LLC	Member		100%
FW CA-Bay Hill Shopping Center, LLC	Delaware	FW-Reg II Holdings, LLC	Member		100%
FW CA-Five Points Shopping Center, LLC	Delaware	FW-Reg II Holdings, LLC	Member		100%
FW CA-Mariposa Gardens Shopping Center, LLC	Delaware	FW-Reg II Holdings, LLC	Member		100%


Entity	Jurisdiction	Owner(s)	Nature of Interest	% of Ownership
FW CA-Navajo Shopping Center, LLC	Delaware	FW-Reg II Holdings, LLC	Member		100%
FW CA-Point Loma Plaza, LLC	Delaware	FW-Reg II Holdings, LLC	Member		100%
FW CA-Rancho San Diego Village, LLC	Delaware	FW-Reg II Holdings, LLC	Member		100%
FW CA-Silverado Plaza, LLC	Delaware	FW-Reg II Holdings, LLC	Member		100%
FW CA-Snell & Branham Plaza, LLC	Delaware	FW-Reg II Holdings, LLC	Member		100%
FW CA-Stanford Ranch Village, LLC	Delaware	FW-Reg II Holdings, LLC	Member		100%
FW CA-Twin Oaks Shopping Center, LLC	Delaware	FW-Reg II Holdings, LLC	Member		100%
FW CA-Ygnacio Plaza, LLC	Delaware	FW-Reg II Holdings, LLC	Member		100%
FW CT-Corbins Corner Shopping Center, LLC	Delaware	FW-Reg II Holdings, LLC	Member		100%
FW DC-Spring Valley Shopping Center, LLC	Delaware	FW-Reg II Holdings, LLC	Member		100%
FW The Oaks Holding, LLC	Delaware	GRI-Regency, LLC	Member		100%
FW IL-The Oaks Shopping Center, LLC	Delaware	FW The Oaks Holding, LLC	Member		100%
FW IL-Brentwood Commons, LLC	Delaware	FW-Reg II Holdings, LLC	Member		100%
FW IL-Riverside/Rivers Edge, LLC	Delaware	FW-Reg II Holdings, LLC	Member		100%
FW IL-Riverview Plaza, LLC	Delaware	FW-Reg II Holdings, LLC	Member		100%
FW IL-Stonebrook Plaza, LLC	Delaware	FW-Reg II Holdings, LLC	Member		100%
USRP Willow East, LLC	Delaware	FW-Reg II Holdings, LLC	Member		100%
USRP Willow West, LLC	Delaware	FW-Reg II Holdings, LLC	Member		100%
Parkville Shopping Center, LLC	Maryland	FW-Reg II Holdings, LLC	Member		100%
FW-Reg II Holding Company Two, LLC	Delaware	GRI-Regency, LLC	Member		100%
FW CA-Granada Village, LLC	Delaware	FW-Reg II Holding Company Two, LLC	Member		100%
FW CA-Laguna Niguel Plaza, LLC	Delaware	FW-Reg II Holding Company Two, LLC	Member		100%
FW CA-Pleasant Hill Shopping Center, LLC	Delaware	FW-Reg II Holding Company Two, LLC	Member		100%
FW IL-Civic Center Plaza, LLC	Delaware	FW-Reg II Holding Company Two, LLC	Member		100%


Entity	Jurisdiction	Owner(s)	Nature of Interest	% of Ownership
FW IL-McHenry Commons Shopping Center, LLC	Delaware	FW-Reg II Holding Company Two, LLC	Member		100%
FW NJ-Westmont Shopping Center, LLC	Delaware	FW-Reg II Holding Company Two, LLC	Member		100%
FW NC-Shoppes of Kildaire, LLC	Delaware	FW-Reg II Holding Company Two, LLC	Member		100%
FW OR-Greenway Town Center, LLC	Delaware	FW-Reg II Holding Company Two, LLC	Member		100%
FW WI Racine Centre, LLC	Delaware	FW-Reg II Holding Company Two, LLC	Member		100%
USRP LP, LLC	Delaware	GRI-Regency, LLC	Member		100%
USRP GP, LLC	Delaware	GRI-Regency, LLC	Member		100%
US Retail Partners Limited Partnership	Delaware	USRP GP, LLC USRP LP, LLC Preferred Partners	General Partner Limited Partner Limited Partners		1% 99% profit sharing
FW MD Woodmoor Borrower, LLC	Delaware	US Retail Partners Limited Partnership	Member		100%
Enterprise Associates	Maryland	USRP GP, LLC US Retail Partners Limited Partnership	General Partner General Partner
FW Bowie Plaza GP, LLC	Delaware	GRI-Regency, LLC	Member		100%
Capitol Place I Investment Limited Partnership	Maryland	FW Bowie Plaza GP, LLC Eastern Shopping Centers I, LLC	General Partner Limited Partner		1% 99%
FW Elkridge Corners GP, LLC	Delaware	GRI-Regency, LLC	Member		100%
L and M Development Company Limited Partnership	Maryland	FW Elkridge Corners GP, LLC Eastern Shopping Centers I, LLC	General Partner Limited Partner		1% 99%
FW Woodholm GP, LLC	Delaware	GRI-Regency, LLC	Member		100%
Woodholme Properties Limited Partnership	Maryland	FW Woodholm GP, LLC Eastern Shopping Centers I, LLC	General Partner Limited Partner		1% 99%
FW Woodholme Borrower, LLC	Delaware	Woodholme Properties Limited Partnership	Member		100%
FW Southside Marketplace GP, LLC	Delaware	GRI-Regency, LLC	Member		100%
Southside Marketplace Limited Partnership	Maryland	FW Southside Marketplace GP, LLC Eastern Shopping Centers I, LLC	General Partner Limited Partner		1% 99%


Entity	Jurisdiction	Owner(s)	Nature of Interest	% of Ownership
FW Southside Marketplace Borrower, LLC	Delaware	Southside Marketplace Limited Partnership	Member		100%
FW Valley Centre GP, LLC	Delaware	GRI-Regency, LLC	Member		100%
Greenspring Associates Limited Partnership	Maryland	FW Valley Centre GP, LLC Eastern Shopping Centers I, LLC	General Partner Limited Partner		1% 99%
FW MD-Greenspring Borrower, LLC	Delaware	Greenspring Associates Limited Partnership	Member		100%
Eastern Shopping Centers I, LLC	Delaware	GRI-Regency, LLC	Member		100%
Cloppers Mill Village Center, LLC	Maryland	GRI-Regency, LLC Eastern Shopping Centers I, LLC	Member		100%
City Line Shopping Center Associates	Pennsylvania	US Retail Partners Limited Partnership	General Partner		1%
		City Line LP, LLC	Limited Partner		99%
City Line LP, LLC	Delaware	USRP LP, LLC	Member		100%
FW Allenbeth GP, LLC	Delaware	GRI-Regency, LLC	Member		100%
Allenbeth Associates Limited Partnership	Maryland	FW Allenbeth GP, LLC Eastern Shopping Centers I, LLC	General Partner Limited Partner		1% 99%
FW Memorial GP, LLC	Delaware	GRI-Regency, LLC	Member		100%
FW TX-Memorial Collection, L.P.	Delaware	FW Memorial GP, LLC FW Texas LP, LLC	General Partner Limited Partner		1% 99%
FW Weslyan GP, LLC	Delaware	GRI-Regency, LLC	Member		100%
FW TX-Weslyan Plaza, L.P.	Delaware	FW Weslyan GP, LLC FW Texas LP, LLC	General Partner Limited Partner		1% 99%
FW Woodway GP, LLC	Delaware	GRI-Regency, LLC	Member		100%
FW TX-Woodway Collection, L.P.	Delaware	FW Woodway GP, LLC FW Texas LP, LLC	General Partner Limited Partner		1% 99%


Entity	Jurisdiction	Owner(s)	Nature of Interest	% of Ownership
FW VA-601 Kings Street, LLC	Delaware	FW-Reg II Holdings, LLC	Member		100%
FW VA-Ashburn Farm Village Center, LLC	Delaware	FW-Reg II Holdings, LLC	Member		100%
FW VA-Centre Ridge Marketplace, LLC	Delaware	FW-Reg II Holdings, LLC	Member		100%
FW VA-Fox Mill Shopping Center, LLC	Delaware	FW-Reg II Holdings, LLC	Member		100%
FW VA-Kings Park Shopping Center, LLC	Delaware	FW-Reg II Holdings, LLC	Member		100%
FW VA-Saratoga Shopping Center, LLC	Delaware	FW-Reg II Holdings, LLC	Member		100%
FW VA-The Village Shopping Center, LLC	Delaware	FW-Reg II Holdings, LLC	Member		100%
FW Gayton Crossing Holding, LLC	Delaware	GRI-Regency, LLC	Member		100%
FW VA-Gayton Crossing Shopping Center, LLC	Delaware	FW Gayton Crossing Holding, LLC	Member		100%
FW WA-Aurora Marketplace, LLC	Delaware	FW-Reg II Holdings, LLC	Member		100%
FW WA-Eastgate Plaza, LLC	Delaware	FW-Reg II Holdings, LLC	Member		100%
FW WA-Overlake Fashion Plaza, LLC	Delaware	FW-Reg II Holdings, LLC	Member		100%
FW WI-Whitnall Square, LLC	Delaware	FW-Reg II Holdings, LLC	Member		100%
Macquarie CountryWide-Regency III, LLC	Delaware	Macquarie CountryWide (US) No. 2 LLC Macquarie-Regency Management, LLC Regency Centers, L.P.	Member Member Member		75.00% .01% 24.99%
MCW RC III Hilltop Village Member, LLC	Delaware	Macquarie CountryWide-Regency III, LLC	Member		100%
MCW RC III Hilltop Village, LLC	Delaware	MCW RC III Hilltop Village Member, LLC	Member		100%
MCW-RC III Kleinwood GP, LLC	Delaware	Macquarie CountryWide-Regency III, LLC	Member		100%
MCW-RC III Kleinwood Center, LP	Delaware	MCW-RC III Kleinwood GP, LLC Macquarie CountryWide-Regency III, LLC	General Partner Limited Partner		.05% 99.95%
MCW-RC III Murray Landing Member, LLC	Delaware	Macquarie CountryWide-Regency III, LLC	Member		100%
MCW-RC III Murray Landing, LLC	Delaware	MCW-RC III Murray Landing Member, LLC	Member		100%


Entity	Jurisdiction	Owner(s)	Nature of Interest	% of Ownership
MCW-RC III Vineyard Member, LLC	Delaware	Macquarie CountryWide-Regency III, LLC	Member		100%
MCW-RC III Vineyard Shopping Center, LLC	Delaware	MCW RC III Vineyard Member, LLC	Member		100%
MCW-RD Brentwood Plaza, LLC	Delaware	Regency Centers, L.P.	Member		100%
MCW-RD Bridgeton, LLC	Delaware	Regency Centers, L.P.	Member		100%
MCW-RD Dardenne Crossing, LLC	Delaware	Regency Centers, L.P.	Member		100%
MCW-RD Kirkwood Commons Member, LLC	Delaware	Regency Centers, L.P.	Member		100%
MCW-RD Kirkwood Commons, LLC	Delaware	MCW-RD Kirkwood Commons Member, LLC	Member		100%
RegCal, LLC	Delaware	California State Teachers Retirement System Regency Centers, L.P.	Member Member		75% 25%
RegCal Holding, LLC	Delaware	RegCal, LLC	Member		100%
CAR Apple Valley Square Member, LLC	Delaware	RegCal, LLC	Member		100%
CAR Apple Valley Square, LLC	Delaware	CAR Apple Valley Square Member, LLC	Member		100%
CAR Apple Valley Land, LLC	Delaware	RegCal, LLC
CAR Braemar Village, LLC	Delaware	RegCal, LLC	Member		100%
CAR Calhoun Commons, LLC	Delaware	RegCal, LLC	Member		100%
CAR Corral Hollow, LLC	Delaware	RegCal Holding, LLC	Member		100%
CAR Five Corners Plaza, LLC	Delaware	Five Corners Plaza Member, LLC	Member		100%
Five Corners Plaza Member, LLC	Delaware	RegCal, LLC	Member		100%
CAR Fuquay Holding, LLC	Delaware	RegCal, LLC	Member		100%
CAR Fuquay Crossing, LLC	Delaware	CAR Fuquay Holding, LLC	Member		100%
CAR Fuquay Property, LLC	Delaware	RegCal, LLC	Member		100%

Entity

Jurisdiction

Owner(s)

Nature of
Interest

% of
Ownership

CAR Providence Commons, LLC

Delaware

RegCal, LLC

Member

100%

CAR Providence Commons Two, LLC

Delaware

RegCal, LLC

Member

100%

CAR Shops at the Columbia, LLC

Delaware

RegCal, LLC

Member

100%

KF-REG Holding, LLC

Delaware

RegCal, LLC

Member

100%

KF-REG Associates, LLC

Delaware

KF-REG Holding, LLC

Member

100%

King Farm Center, LLC

Delaware

KF-REG Associates, LLC

Member

100%

Regency Retail GP, LLC

Delaware

Regency Centers, L.P.

Member

100%

Regency Retail Partners, LP

Delaware

Regency Retail GP, LLC

General Partner

30.3%

Metropolitan Tower Life Insurance Company

Limited Partner

4.6%

General American Life Insurance Company

Limited Partner

4.6%

Metropolitan Life Insurance Company

Limited Partner

9.2%

STRS Ohio Opportunity Real Estate Investments, LLC

Limited Partner

41.0%

NLI Properties East, Inc. (Nippon Life Insurance Company)

Limited Partner

10.3%

RRP Parent REIT, Inc.

Maryland

Regency Retail Partners, LP

Common Stock

100%

RRP GIC Feeder, LP

Delaware

Regency Retail GP, LLC

RGNCY Retail Trust

General Partner

Limited Partner

.002%

99.998%

RRP German Feeder, LP

Delaware

Regency Retail GP, LLC

RRP GmbH & Co. KG

General Partner

Limited Partner

.005%

99.995%

RRP Subsidiary REIT, LP

Delaware

Regency Retail GP, LLC

Regency Retail Partners, LP

RRP Parent REIT, Inc,

RRP GIC Feeder, LP

General Partner

Limited Partner

0.0%

.003%

53.922%

46.075%


Entity	Jurisdiction	Owner(s)	Nature of Interest	% of Ownership
RRP Operating, LP	Delaware	Regency Retail GP, LLC RRP Subsidiary REIT, LP	General Partner Common LP		8.8% 91.2%
RRP Falcon Ridge GP, LLC	Delaware	RRP Operating, LP	Member		100%
RRP Falcon Ridge Town Center, LP	Delaware	RRP Falcon Ridge GP, LLC RRP Operating, LP	General Partner Limited Partner		.5% 99.5%
RRP Falcon Ridge Phase II GP, LLC	Delaware	RRP Operating, LP	Member		100%
RRP Falcon Ridge Town Center Phase II, LP	Delaware	RRP Falcon Ridge Phase II GP, LLC RRP Operating, LP	General Partner Limited Partner		.5% 99.5%
Fortuna Regency, LLC	Delaware	RRP Operating, LP	Member		100%
RRP Fortuna GP, LLC	Delaware	RRP Operating, LP	Member		100%
RRP Fortuna, LP	Delaware	RRP Fortuna GP, LLC Fortuna Regency, LLC	General Partner Limited Partner		.5% 99.5%
RRP Indian Springs GP, LLC	Delaware	RRP Operating, LP	Member		100%
RRP Indian Springs, LP	Delaware	RRP Indian Springs GP, LLC RRP Operating, LP	General Partner Limited Partner		.5% 99.5%
RRP Orchard Park GP, LLC	Delaware	RRP Operating, LP	Member		100%
RRP Orchard Park, LP	Delaware	RRP Orchard Park GP, LLC RRP Operating, LP	General Partner Limited Partner		.5% 99.5%
RRP Silver Spring GP, LLC	Delaware	RRP Operating, LP	Member		100%
Silver Spring Square II, L.P.	Delaware	RRP Silver Spring GP, LLC RRP Operating, LP	General Partner Limited Partner		.5% 99.5%
RRP Sycamore Plaza GP, LLC	Delaware	RRP Operating, LP	Member		100%


Entity	Jurisdiction	Owner(s)	Nature of Interest	% of Ownership
RRP Sycamore Plaza, LP	Delaware	RRP Sycamore Plaza GP, LLC RRP Operating, LP	General Partner Limited Partner		.5% 99.5%
RRP Vista Village Phase I GP, LLC	Delaware	RRP Operating, LP	Member		100%
RRP Vista Village Phase I, LP	Delaware	RRP Vista Village Phase I GP, LLC RRP Operating, LP	General Partner Limited Partner		.5% 99.5%
RRP Vista Village Phase II GP, LLC	Delaware	RRP Operating, LP	Member		100%
RRP Vista Village Phase II, LP	Delaware	RRP Vista Village Phase II GP, LLC RRP Operating, LP	General Partner Limited Partner		.5% 99.5%
US Regency Retail REIT I	Texas	US Southern Retail, LLC US Republic Core Fund, L.P. Regency Centers, L.P.	Common Stock Common Stock Common Stock		57.27% 23.53% 19.20%
US Regency Retail I, LLC	Delaware	US Regency Retail REIT I Regency Centers, L.P.	Member Member		99% 1%
MCW-RC FL-Anastasia, LLC	Delaware	Regency Centers, L.P.	Member		100%
MCW-RC FL-King’s, LLC (fka MCW-RC Florida, LLC)	Delaware	Regency Centers, L.P.	Member		100%
MCW-RC FL-Shoppes at 104, LLC	Delaware	Regency Centers, L.P.	Member		100%
MCW-RC GA-Howell Mill Village, LLC	Delaware	Regency Centers, LLC	Member		100%
MCD-RC CA-Amerige, LLC	Delaware	Regency Centers, L.P.	Member		100%
MCD-RC El Cerrito Holdings, LLC	Delaware	Regency Centers, L.P.	Member		100%
MCD-RC CA-El Cerrito, LLC	Delaware	MCD-RC El Cerrito Holdings, LLC	Member		100%
REG8 Member, LLC	Delaware	Regency Centers, L.P.	Member		100%
REG8 Tassajara Crossing, LLC	Delaware	REG8 Member, LLC	Member		100%
REG8 Plaza Hermosa, LLC	Delaware	REG8 Member, LLC	Member		100%
REG8 Sequoia Station, LLC	Delaware	REG8 Member, LLC	Member		100%


Entity	Jurisdiction	Owner(s)	Nature of Interest	% of Ownership
REG8 Mockingbird Commons, LLC	Delaware	REG8 Member, LLC	Member		100%
REG8 Sterling Ridge, LLC	Delaware	REG8 Member, LLC	Member		100%
REG8 Prestonbrook Crossing, LLC	Delaware	REG8 Member, LLC	Member		100%
REG8 Wellington, LLC	Delaware	REG8 Member, LLC	Member		100%
REG8 Berkshire Commons, LLC	Delaware	REG8 Member, LLC	Member		100%
FL-Corkscrew Village Member, LLC	Delaware	Regency Centers, L.P.	Member		100%
FL-Corkscrew Village, LLC	Delaware	FL-Corkscrew Village Member, LLC	Member		100%
FL-Crossroads Shopping Center Member, LLC	Delaware	Regency Centers, L.P.	Member		100%
FL-Crossroads Shopping Center, LLC	Delaware	FL-Crossroads Shopping Center Member, LLC	Member		100%
FL-Naples Walk Shopping Center Member, LLC	Delaware	Regency Centers, L.P.	Member		100%
FL-Naples Walk Shopping Center, LLC	Delaware	FL-Naples Walk Shopping Center Member, LLC	Member		100%
FL-Northgate Square Member, LLC	Delaware	Regency Centers, L.P.	Member		100%
FL-Northgate Square, LLC	Delaware	FL-Northgate Square Member, LLC	Member		100%

4S Regency Partners, LLC	Delaware	Regency Centers, L.P. 4S Ranch Company 1700, L.P.	Member Member		80% 20%
Alba Village Regency, LLC	Delaware	Regency Centers, L.P. Northgate Center Phase I, LLC	Member Member		Varies
Applegate Ranch, LLC	Delaware	Regency Centers, L.P.	Member		100%
Bammel North Houston Center, Ltd.	Texas	Regency Centers, L.P. HEB Grocery Company, LP	General Partner Limited Partner		Varies
Bartram Park Center, LLC	Delaware	Regency Centers, L.P. Real Sub, LLC	Member Member		Varies
Belleview Square, LLC	Delaware	Regency Centers, L.P.	Member		100%
Buckwalter Bluffton, LLC	Delaware	Regency Centers, L.P.	Member		100%
Clayton Valley Shopping Center, LLC	Delaware	Regency Centers, L.P.	Member		100%


Entity	Jurisdiction	Owner(s)	Nature of Interest	% of Ownership
Colonnade Regency, LLC	Delaware	Regency Centers, L.P.	Member		100%
Conroe/White Oak Marketplace, Ltd.	Texas	Regency Centers, L.P. HEB Grocery Co., L.P.	General Partner Limited Partner		Varies
Corvallis Market Center, LLC	Delaware	Regency Centers, L.P.	Member		100%
Deer Springs Town Center, LLC	Delaware	Regency Centers, L.P.	Member		100%
Fairfax Regency, LLC	Delaware	Regency Centers, L.P. J. Donegan Company	Member Member		Varies
Fairhope, LLC	Delaware	Regency Centers, L.P.	Member		100%
Fortuna Regency Phase II, LLC	Delaware	Regency Centers, L.P.	Member		100%
FV Commons, LLC	Delaware	Regency Centers, L.P.	Member		100%
Gateway Azco GP, LLC	Delaware	Regency Centers, L.P.	Member		100%
Gateway Azco LP, LLC	Delaware	Regency Centers, L.P.	Member		100%
AZCO Partners	Pennsylvania	Gateway Azco Partners GP, LLC Gateway Azco LP, LLC	General Partner Limited Partner		1% 99%
Gateway Azco Manager, LLC	Delaware	Regency Centers, L.P.	Member		100%
Glen Oak Glenview, LLC	Delaware	Regency Centers, L.P.	Member		100%
Hasley Canyon Village, LLC	Delaware	Regency Centers, L.P.	Member		100%
Hibernia North, LLC	Delaware	Regency Centers, L.P.	Member		100%
Hickory Creek Plaza, LLC	Delaware	Regency Centers, L.P.	Member		100%
Hoadly Regency, LLC	Delaware	Regency Centers, L.P.	Member		100%
Indian Springs GP, LLC	Delaware	Regency Centers, L.P.	Member		100%
Indian Springs at Woodlands, Ltd.	Texas	Indian Springs GP, LLC Regency Woodlands/Kuykendahl Retail, Ltd.	General Partner Limited Partner		0.1% 99.9%
Indio Jackson, LLC	Delaware	Regency Centers, L.P.	Member		100%
Kent Place Regency, LLC	Delaware	Regency Centers, L.P. Kent Place Investors, LLC	Member Member		Varies
Langston Center, LLC	Delaware	Regency Centers, L.P. Real Sub, LLC	Member Member		50% 50%
Lee Regency, LLC	Delaware	Regency Centers, L.P.	Member		100%
The Marketplace at Briargate, LLC	Delaware	Regency Centers, L.P.	Member		100%
Menifee Marketplace, LLC	Delaware	Regency Centers, L.P.	Member		100%
Merrimack Shopping Center, LLC	Delaware	Regency Centers, L.P.	Member		100%

Entity

Jurisdiction

Owner(s)

Nature of
Interest

% of
Ownership

Murfreesboro North, LLC

Delaware

Regency Centers, L.P.

Member

100%

Murieta Gardens Shopping Center, LLC

Delaware

Regency Centers, L.P.

Member

100%

NSHE Winnebago, LLC

Arizona

Regency Centers, L.P.

Member

100%

NTC-REG, LLC

Delaware

Regency Centers, L.P.

Member

100%

New Smyrna Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

New Windsor Marketplace, LLC

Delaware

Regency Centers, L.P.

Member

100%

Northlake Village Shopping Center, LLC

Florida

Regency Centers, L.P.

Member

100%

Oakshade Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

Ocala Corners, LLC

Delaware

Regency Centers, L.P.

Member

100%

Ocala Retail Partners, LLC

Delaware

Regency Centers, L.P.

Real Sub, LLC

Member

50%

Otay Mesa Crossing, LLC

Delaware

Regency Centers, L.P.

Member

100%

Queensboro Associates, L.P.

Georgia

Regency Centers, L.P.

Real Sub, LLC

General Partner

Limited Partner

50%

Regency Centers Acquisitions, LLC

Delaware

Regency Centers, L.P.

Member

100%

Regency Centers Advisors, LLC

Florida

Regency Centers, L.P.

Member

100%

RC CA Santa Barbara, LLC

Delaware

Regency Centers, L.P.

Member

100%

RC Georgia Holdings, LLC

Georgia

Regency Centers, L.P.

Member

100%

Red Bank Village, LLC

Delaware

Regency Centers, L.P.

Member

100%

Regency Alliance Santa Rosa

Delaware

Regency Centers, L.P.

Member

100%

Regency Centers Georgia, L.P.

Georgia

RC Georgia Holdings, LLC

Regency Centers, L.P.

General Partner

Limited Partner

99%

Regency Blue Ash, LLC

Delaware

Regency Centers, L.P.

Member

100%

Regency Cahan Clovis, LLC

Delaware

Regency Centers, L.P.

Member

100%

Regency Magi, LLC

Delaware

Regency Centers, L.P.

Member

100%

Regency Marinta-LaQuinta, LLC

Delaware

Regency Centers, L.P.

Marinita Development Co.

Member

Interests
Vary

Regency Opitz, LLC

Delaware

Regency Centers, L.P.

Member

100%

Regency Petaluma, LLC

Delaware

Regency Centers, L.P.

Member

100%

Regency Remediation, LLC

Florida

Regency Centers, L.P.

Member

100%


Entity	Jurisdiction	Owner(s)	Nature of Interest	% of Ownership
Regency Woodlands/Kuykendahl Retail, Ltd.	Texas	Regency Centers, L.P. HEB Grocery Company, LP	General Partner Limited Partner		50% 50%
Shops at Saugus, LLC	Delaware	Regency Centers, L.P.	Member		100%
Signature Plaza, LLC	Delaware	Regency Centers, L.P.	Member		100%
Spring Hill Town Center, LLC	Delaware	Regency Centers, L.P.	Member		100%
T&M Shiloh Development Company	Texas	Regency Centers, L.P.	General Partner		100%
T&R New Albany Development Company, LLC	Ohio	Regency Centers, L.P. Topvalco	Member Member		50% 50%
Tinwood, LLC	Delaware	Regency Centers, L.P. Real Sub, LLC	Member Member		50% 50%
Tinwood-Lynn Haven, LLC	Delaware	Tinwood, LLC	Member		100%
Tinwood-Pebblebrooke, LLC	Delaware	Tinwood, LLC	Member		100%
Twin City Plaza Member, LLC	Delaware	Regency Centers, L.P.	Member		100%
Twin City Plaza, LLC	Delaware	Twin City Plaza Member, LLC	Member		100%
Valleydale, LLC	Delaware	Regency Centers, L.P.	Member		100%
Vista Village, LLC	Delaware	Regency Centers, L.P.	Member		100%
Wadsworth, LLC	Delaware	Regency Centers, L.P.	Member		100%
DJB No. 23, L.P.	Texas	Wadsworth, LLC Regency Centers, L.P.	General Partner Limited Partner		1% 99%
WFC-Purnell, LLC	Delaware	Regency Centers, L.P.	Member		100%
Walton Town Center, LLC	Delaware	Regency Centers, L.P.	Member		100%
Waterside Marketplace, LLC	Delaware	Regency Centers, L.P.	Member		100%
RRG Holdings, LLC	Florida	Regency Centers, L.P.	Member		100%
Regency Realty Group, Inc.	Florida	Regency Centers, L.P. RRG Holdings, LLC	Preferred Stock Common Stock Common Stock		100% 7% 93%
1488-2978 SC GP, LLC	Delaware	Regency Realty Group, Inc.	Member		100%


Entity	Jurisdiction	Owner(s)	Nature of Interest	% of Ownership
1488-2978 SC, L.P.	Texas	1488-2978 SC GP, LLC Regency Realty Group, Inc.	General Partner Limited Partner		1% 99%
Accokeek Regency South, LLC	Delaware	Regency Realty Group, Inc. Accokeek South, LLC	Member Member		Interests Vary
Alameda Bridgeside Shopping Center, LLC	Delaware	Regency Realty Group, Inc.	Member		100%
Amherst Street Shopping Center, LLC	Delaware	Regency Realty Group	Member		100%
Bordeaux Development, LLC	Florida	Regency Realty Group, Inc.	Member		100%
Caligo Crossing, LLC	Delaware	Regency Realty Group, Inc.	Member		100%
Castaic Vine, LLC	Delaware	Regency Realty Group, Inc.	Member		100%
Cathedral City Rio Vista Town Centre, LLC	Delaware	Regency Realty Group, Inc.	Member		100%
Chestnut Powder, LLC	Georgia	Regency Realty Group, Inc.	Member		100%
Clarksburg Retail Partners, LLC	Delaware	Regency Realty Group, Inc.	Member		100%
Culpeper Regency, LLC	Delaware	Regency Realty Group, Inc.	Member		100%
Dixon, LLC	Florida	Regency Realty Group, Inc.	Member		100%
East Towne Center, LLC	Delaware	Regency Realty Group, Inc. Lake McLeod, LLC	Member Member		Interests Vary
Edmunson Orange Corp.	Tennessee	Regency Realty Group, Inc.	Common Stock		100%
Edmunson Orange North Carolina, LLC	Delaware	Edmunson Orange Corp.	Member		100%
VP101, LLC	Delaware	Edmunson Orange Corp.	Member		100%
Gateway 101, LLC	Delaware	Regency Realty Group, Inc.	Member		100%
Harding Place, LLC	Delaware	Regency Realty Group, Inc. RFM Harding, LLC	Member Member		50% 50%
Tennessee-Florida Investors, LLC	Delaware	Harding Place, LLC	Member		100%
Hanover Northampton GP, LLC	Delaware	Regency Realty Group, Inc.	Member		100%
Hanover Northampton LP Holding, LLC	Delaware	Regency Realty Group, Inc.	Member		100%
Hanover Northampton Partner, LP	Delaware	Hanover Northampton LP Holding, LLC Regency Realty Group, Inc.	General Partner Limited Partner		0% 100%


Entity	Jurisdiction	Owner(s)	Nature of Interest	% of Ownership
Hanover Northampton Retail, LP	Delaware	Hanover Northampton GP, LLC Hanover Northampton Partner, LP	General Partner Limited Partner		.5% 99.5%
Hermitage Development II, LLC	Florida	Regency Realty Group, Inc.	Member		100%
Kulpsville Village Center LP, LLC	Delaware	Regency Realty Group, Inc.	Member		100%
Kulpsville Village Center, LP	Delaware	Kulpsville Village Center LP, LLC Regency Realty Group, Inc.	General Partner Limited Partner		.5% 99.5%
Lonestar Retail, LLC	Delaware	Regency Realty Group, Inc.	Member		100%
Loveland Shopping Center, LLC	Delaware	Regency Realty Group, Inc.	Member		100%
Lower Nazareth LP Holding, LLC	Delaware	Regency Realty Group, Inc.	Member		100%
Lower Nazareth Partner, LP	Delaware	Regency Realty Group, Inc. Lower Nazareth LP Holding, LLC	Limited Partner General Partner		100% 0%
Lower Nazareth GP, LLC	Delaware	Regency Realty Group, Inc.	Member		100%
Lower Nazareth Commons, LP	Delaware	Lower Nazareth GP, LLC Lower Nazareth Partner, LP	General Partner Limited Partner		.5% 99.5%
Lower Nazareth II LP Holding, LLC	Delaware	Regency Realty Group, Inc.	Member		100%
Lower Nazareth II Partner, LP	Delaware	Lower Nazareth II LP Holding, LLC Regency Realty Group, Inc.	General Partner Limited Partner		0% 100%
Lower Nazareth II GP, LLC	Delaware	Regency Realty Group, Inc.	Member		100%
Lower Nazareth Commons II, LP	Delaware	Lower Nazareth II GP, LLC Lower Nazareth II Partner, LP	General Partner Limited Partner		.5% 99.5%
Luther Properties, Inc.	Tennessee	Regency Realty Group, Inc.	Common Stock		100%
Marietta Outparcel, Inc.	Georgia	Regency Realty Group, Inc.	Common Stock		100%
Middle Creek Commons, LLC	Delaware	Regency Realty Group, Inc.	Member		100%

Entity

Jurisdiction

Owner(s)

Nature of
Interest

% of
Ownership

Mitchell Service, LLC

Delaware

Regency Realty Group, Inc.

Member

100%

NorthGate Regency, LLC

Delaware

Regency Realty Group, Inc.

Member

100%

Paso Golden Hill, LLC

Delaware

Regency Realty Group, Inc.

Member

100%

R2 Media, LLC

Florida

Regency Realty Group, Inc.

Member

100%

RB Airport Crossing, LLC

Delaware

Regency Realty Group, Inc.

Airport 6, LLC

Member

Interests
Vary

RB Augusta, LLC

Delaware

Regency Realty Group, Inc.

P-6, LLC

Member

Interests
Vary

RB Schererville Crossings, LLC

Delaware

Regency Realty Group, Inc.

WH41, LLC

Member

Interests
Vary

RB Schererville 101, LLC

Indiana

RB Schererville Crossings, LLC

Member

100%

RB Schererville 102, LLC

Indiana

RB Schererville Crossings, LLC

Member

100%

RB Schererville 103, LLC

Indiana

RB Schererville Crossings, LLC

Member

100%

RB Schererville 104, LLC

Indiana

RB Schererville Crossings, LLC

Member

100%

RB Schererville 105, LLC

Indiana

RB Schererville Crossings, LLC

Member

100%

RB Schererville 106, LLC

Indiana

RB Schererville Crossings, LLC

Member

100%

RRG Net, LLC

Florida

Regency Realty Group, Inc.

Member

100%

Regency I-45/Spring Cypress Retail, L.P.

Delaware

Regency Realty Group, Inc.

HEB Grocery Company, L.P.

General Partner

Limited Partner

Interests
Vary

Regency/PGM-Burkitt, LLC

Delaware

Regency Realty Group, Inc.

PGM-Burkitt, LLC

Member

Interests
Vary

Regency Realty Colorado, Inc.

Florida

Regency Realty Group, Inc

Snowden Leftwich

(see Note 1)

Common Stock

80%

20%

Regency Realty Group-NE, Inc.

Florida

Regency Realty Group, Inc.

Common Stock

100%

Regency Solar, LLC

Delaware

Regency Realty Group, Inc.

Member

100%

SS Harbour GP, LLC

Delaware

Regency Realty Group, Inc.

Member

100%

SS Harbour, L.P.

Texas

SS Harbour GP, LLC

Regency Realty Group, Inc.

General Partner

Limited Partner

99%


Entity	Jurisdiction	Owner(s)	Nature of Interest	% of Ownership
Seminole Shoppes, LLC	Delaware	Regency Reatly Group, Inc. M&P Shopping Centers	Member Member		50% 50%
Shops at Highland Village GP, LLC	Delaware	Regency Realty Group, Inc.	Member		100%
Shops at Highland Village Development, Ltd.	Texas	Shops at Highland Village GP, LLC Regency Realty Group, Inc.	General Partner Limited Partner		1% 99%
Shops at Quail Creek, LLC	Delaware	Regency Realty Group, Inc.	Member		100%
Slausen Central, LLC	Delaware	Regency Realty Group, Inc.	Member		100%
Stanley Bernal, LLC	Delaware	Regency Realty Group, Inc.	Member		100%
State Street Crossing, LLC	Delaware	Regency Realty Group, Inc.	Member		100%
Stonewall Regency, LLC	Delaware	Regency Realty Group, Inc.	Member		100%
Summerville-Orangeburg, LLC	Delaware	Regency Realty Group, Inc.	Member		100%
RRG Pennsylvania GP, Inc.	Florida	Regency Realty Group, Inc.	Common Stock		100%
Swatara Marketplace LP	Delaware	RRG Pennsylvania GP, Inc. Regency Realty Group, Inc.	General Partner Limited Partner		.5% 99.5%
West End Properties, LLC	Florida	Regency Realty Group, Inc.	Member		100%

EX-5.2

Exhibit 5.2


				ATTORNEYS AT LAW ONE INDEPENDENT DRIVE, SUITE 1300 JACKSONVILLE, FLORIDA 32202-5017 P. O. BOX 240 JACKSONVILLE, FLORIDA 32201-0240 904.359.2000 TEL 904.359.8700 FAX www.foley.com

		February 7, 2012		WRITER’S DIRECT LINE 904.633-8913 Email: mkirwan@foley.com CLIENT/MATTER NUMBER 100830/0129

Regency Centers Corporation

One Independent Drive, Suite 114

Jacksonville, Florida 32202

Re: Registration Statement on Form S-3

6.625% Series 6 Cumulative Redeemable Preferred Stock

Gentlemen:

This opinion is being furnished in connection with the combined Registration Statement on Form S-3 (Registration No. 333-174535) of Regency Centers Corporation (“Regency”) and Regency Centers, L.P. (“RCLP”) under the Securities Act of 1933, as amended, for the issuance of 10,000,000 shares of 6.625% Series 6 cumulative redeemable preferred stock of Regency, $0.01 par value per share (the “Series 6 Preferred Shares”).

In connection with the issuance of such securities, we have examined and are familiar with: (a) the articles of incorporation and bylaws of Regency, as presently in effect, (b) the proceedings of and actions taken by the Board of Directors of Regency and a duly authorized committee of the Board of Directors in connection with the issuance of the Series 6 Preferred Shares and (c) such other records, certificates and documents as we have considered necessary or appropriate for purposes of this opinion.

Based on the documents set forth above, we are of the opinion that the Series 6 Preferred Shares have been duly authorized, and when duly issued and delivered against payment therefor, will be legally issued, fully paid and nonassessable.

The foregoing opinion is limited to the laws of the state of Florida. We assume no obligation to supplement this opinion letter if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinions expressed herein after the date hereof.

BOSTON

BRUSSELS

CHICAGO

DETROIT

JACKSONVILLE

LOS ANGELES

MADISON

MIAMI

MILWAUKEE

NEW YORK

ORLANDO

SACRAMENTO

SAN DIEGO

SAN DIEGO/DEL MAR

SAN FRANCISCO

SHANGHAI

SILICON VALLEY

TALLAHASSEE

TAMPA

TOKYO

WASHINGTON, D.C.

LOGO

Regency Centers, L.P.

February 7, 2012

Page 2

We hereby consent to the inclusion of this opinion as Exhibit 5.2 in said Registration Statement and to the reference to this firm under the caption “Validity of Securities” in the prospectus supplement relating to the offering of the Series 6 Preferred Shares dated February 7, 2012. In giving this consent we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules or regulations of the Securities and Exchange Commission promulgated thereunder.

Sincerely,

/s/ FOLEY & LARDNER LLP

EX-8.2

Exhibit 8.2

LOGO

ATTORNEYS AT LAW

ONE INDEPENDENT DRIVE, SUITE 1300

JACKSONVILLE, FL 32202-5017

P. O. BOX 240

JACKSONVILLE, FL 32201-0240

904.359.2000 TEL

904.359.8700 FAX

foley.com

February 8, 2012

Regency Centers Corporation

One Independent Dr.

Suite 114

Jacksonville, FL 32202

Re: Registration Statement on Form S-3

6.625% Series 6 Cumulative Redeemable Preferred Stock

Ladies and Gentlemen

You have requested our opinions as tax counsel to Regency Centers Corporation (the “Company”) concerning the federal income tax consequences in connection with the registration statement on Form S-3 (Registration No. 333-174535) (the “Registration Statement”) and with respect to qualification of the Company as a real estate investment trust (a “REIT”) for federal income tax purposes, for the issuance of 10,000,000 shares of the Company’s 6.625% Series 6 cumulative redeemable preferred stock, $0.01 par value per share (the “Series 6 Preferred Shares”).

In connection with the opinions rendered below, we have reviewed the Registration Statement, including the prospectus supplement dated February 7, 2012 relating to the sale of the Series 6 Preferred Shares (the “Prospectus Supplement”) and the Prospectus dated May 26, 2011 (the “Prospectus”), the articles of incorporation and bylaws of the Company and such other documents that we deemed relevant. The opinions expressed in this letter are based upon certain factual representations set forth in the Prospectus and in certificates of officers of the Company.

In connection with the opinions rendered below, we have assumed generally that:

1. each of the documents referred to above has been duly authorized, executed, and delivered; is authentic, if an original, or is accurate, if a copy; and has not been amended;

2. during its short taxable year ended December 31, 1993 and subsequent taxable years, the Company has operated and will continue to operate in such a manner that makes and will continue to make the factual representations contained in a certificate, dated as of the date hereof and executed by a duly appointed officer of the Company (the “Officer’s Certificate”), true for such years;

3. the Company will not make any amendments to its organizational documents or to the organizational documents of Regency Realty Group, Inc., a Florida corporation (“Management Company”), after the date of this opinion that would affect its qualification as a REIT for any taxable year;

BOSTON

BRUSSELS

CHICAGO

DETROIT

JACKSONVILLE

LOS ANGELES

MADISON

MIAMI

MILWAUKEE

NEW YORK

ORLANDO

SACRAMENTO

SAN DIEGO

SAN DIEGO/DEL MAR

SAN FRANCISCO

SHANGHAI

SILICON VALLEY

TALLAHASSEE

TAMPA

TOKYO

WASHINGTON, D.C.

LOGO

February 8, 2012

Page 2

4. no actions will be taken by the Company or Management Company after the date hereof that would have the effect of altering the facts upon which the opinion set forth below is based.

In connection with the opinions rendered below, we also have relied upon the correctness of the factual representations contained in the Officer’s Certificate.

Based solely on the documents and assumptions set forth above and the factual representations set forth in the Officer’s Certificate, and without further investigation, we are of the opinion that the summaries set forth in the Prospectus Supplement under the caption “Additional Federal Income Tax Considerations” are accurate in all material respects as to matters of law and legal conclusions. In addition, based upon and subject to the foregoing, we confirm our specific opinions in the Prospectus under the caption “Certain Material Federal Income Tax Considerations”.

The foregoing opinions are based on current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury regulations thereunder (the “Regulations”), published administrative interpretations thereof, and published court decisions, all of which are subject to change either prospectively or retroactively. The Internal Revenue Service has not issued Regulations or administrative interpretations with respect to various provisions of the Code relating to REIT qualification. No assurance can be given that the law will not change in a way that will prevent the Company from qualifying as a REIT or that may change the other legal conclusions stated herein.

The foregoing opinion is limited to the U.S. federal income tax matters addressed herein, and no other opinions are rendered with respect to other federal tax matters or to any issues arising under the tax laws of any other country, or any state or locality. We undertake no obligation to update the opinion expressed herein after the date of this letter.

We hereby consent to the inclusion of this opinion as Exhibit 8.2 in said Registration Statement and to the reference to this firm under the caption “Legal Matters” in the Prospectus. In giving this consent we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules or regulations of the Securities and Exchange Commission promulgated thereunder.

Sincerely,

FOLEY & LARDNER LLP

By: /s/ Robert S. Bernstein

EX-12.1

Exhibit 12.1

Computation of Ratio of Earnings to

Fixed Charges and Preferred Stock

Dividends (dollars in thousands)


	Nine Months Ended September 30, 2011			Year Ended December 31,
	Nine Months Ended September 30, 2011			2010			2009			2008			2007			2006
Earnings before fixed charges:
Add: pre-tax income from continuing operations before adjustment for income or loss from equity investees and noncontrolling interests in consolidated subsidiaries		32,939		$	16,850			(7,741	)		117,403			165,151			158,019
Add: fixed charges		114,952			163,659			176,950			195,703			181,780			157,277

Add: distributed income of equity investees		34,557			131,146			54,800			59,653			71,919			42,240
Subtract: capitalized interest		(1,293	)		(5,099	)		(19,062	)		(36,511	)		(35,424	)		(23,952	)
Subtract: preferred stock dividends		(17,550	)		(23,400	)		(23,400	)		(23,400	)		(23,400	)		(23,400	)
Subtract: noncontrolling interest in pre-tax income of subsidiaries that have not incurred fixed charges		(43	)		(66	)		(59	)		(41	)		(869	)		(4,752	)

Earnings		163,562		$	283,090			181,489			312,808			359,157			305,432


Fixed charges:
Interest expensed and capitalized		93,286		$	134,936			147,613			167,520			154,411			130,009
Amortized premiums, discounts and capitalized expenses related to indebtedness		2,105			2,957			3,517			2,981			1,987			2,833
Estimate of the interest within rental expense		2,010			2,366			2,420			1,802			1,982			1,035
Preferred stock dividends		17,550			23,400			23,400			23,400			23,400			23,400

Total fixed charges		114,952		$	163,659			176,950			195,703			181,780			157,277

Ratio of earnings to fixed charges		1.4			1.7			1.0			1.6			2.0			2.0

EX-99.1

Exhibit 99.1

LOGO

Regency Centers Corporation

Press Release

www.RegencyCenters.com

CONTACT:

PATRICK JOHNSON

(904) 598-7422

REGENCY CENTERS UPDATES 2012 EARNINGS GUIDANCE

Jacksonville, Fla. (February 7, 2012) — Regency Centers Corporation (NYSE:REG; “Regency” or “The Company”) announced today updated earnings guidance associated with the redemption and new issuance of preferred securities.

Effective today, Regency priced $250 million of newly issued 6.625% Series 6 Cumulative Redeemable Preferred Shares (“Series 6 Stock”). The Company will use the proceeds for (i) the purchase of all outstanding of 7.45% Series D Cumulative Redeemable Preferred Limited Partnership Units of its operating partnership (“Series D Units”); (ii) the redemption of 7.45% Series 3 Cumulative Redeemable Preferred Shares (“Series 3 Stock”); and (iii) the redemption of 7.25% Series 4 Cumulative Redeemable Preferred Shares (“Series 4 Stock”; collectively, the “Preferred Redemptions”).

Full-year 2012 Recurring Funds From Operations (“FFO”) will increase by $1.6 million, or $0.02 per share, as a result of the preferred dividend savings. Beginning in 2013, the Preferred Redemptions and the issuance of the Series 6 Stock will result in annual preferred dividend savings of approximately $1.8 million.

Full-year 2012 FFO will be lower by approximately $6.1 million, or $0.07 per share, due to the one-time impacts of (i) the expensing of original issuance costs of approximately $7.8 million on the Preferred Redemptions; (ii) the gain recognized by a negotiated discount to par of $1.9 million on the purchase of the Series D Units; and (iii) the one-time additional dividend payments of $1.8 million in the first quarter related to the required notice period of the Series 3 Stock and Series 4 Stock redemptions. These one-time impacts will be offset by the preferred dividend savings of $1.6 million for the remainder of the year.

Please see below updated summaries of guidance and Recurring FFO reconciliations.


	2012 Earnings Guidance
	Previous Guidance		Updated Guidance
FFO/share — 2012	$	2.30 - $2.46	$	2.23 - $2.39
FFO/share — Q1 2012	$	0.55 - $0.59	$	0.47 - $0.51
Recurring FFO/share — 2012	$	2.36 - $2.50	$	2.38 - $2.52
Recurring FFO/share — Q1 2012	$	0.54 - $0.58		no change

All numbers are per share except weighted average shares


Funds From Operations Guidance:	Three Months Ended March 31, 2012						Full Year 2012
Net income attributable to common stockholders	($	0.01	)	$	0.03		$	0.32		$	0.48

Adjustments to reconcile net income to FFO:

Depreciation expense, amortization and other amounts as defined below	$	0.48			0.48		$	1.91			1.91

Funds From Operations ⁽¹⁾	$	0.47			0.51		$	2.23		$	2.39

Adjustments to reconcile FFO to Recurring FFO:
Original preferred stock issuance costs expensed		0.09			0.09			0.09			0.09
Gain on redemption of preferred units		(0.02	)		(0.02	)		(0.02	)		(0.02	)
One-time additional preferred dividend payment		0.02			0.02			0.02			0.02
All other non-recurring items		(0.02	)		(0.02	)		0.06			0.04

Recurring Funds From Operations ⁽¹⁾	$	0.54			0.58		$	2.38			2.52

Weighted average shares (000’s)		90,314						90,424

⁽¹⁾	See the definition of Funds from Operations and Recurring Funds from Operations included on page 2 of our supplemental report, as filed as Exhibit 99.2 to our Form 8-K dated February 1, 2012.

Regency Centers Corporation (NYSE: REG)

Regency is the leading national owner, operator, and developer of grocery-anchored and community shopping centers. At December 31, 2011, the Company owned 364 retail properties, including those held in co-investment partnerships. Including tenant-owned square footage, the portfolio encompassed 49.5 million square feet located in top markets throughout the United States. Since 2000 Regency has developed 205 shopping centers, including those currently in-process, representing an investment at completion of $3.0 billion. Operating as a fully integrated real estate company, Regency is a qualified real estate investment trust that is self-administered and self-managed.

###

EX-99.2

Exhibit 99.2

LOGO

Regency Centers Corporation

Press Release

www.RegencyCenters.com

CONTACT: PATRICK JOHNSON

(904) 598-7422

REGENCY CENTERS ANNOUNCES PRICING OF 10,000,000 6.625% SERIES 6 CUMULATIVE

REDEEMABLE PREFERRED SHARES

Jacksonville, Fla. (February 7, 2012) — Regency Centers Corporation (NYSE:REG; “Regency” or “The Company”) announced today the pricing of an underwritten public offering of 10,000,000 shares of newly issued 6.625% Series 6 Cumulative Redeemable Preferred Shares (“Series 6 Stock”) at a price of $25 per share, resulting in gross proceeds of $250.0 million. We estimate that the net proceeds, after deducting the underwriting discount and before other estimated offering expenses payable by us, will be approximately $242.1 million. The offering is expected to close on or about February 16, 2012. Regency will file an application to list the Series 6 Stock on the New York Stock Exchange.

Regency will use the net proceeds for general corporate purposes and (i) the purchase of 7.45% Series D Cumulative Redeemable Preferred Limited Partnership Units; (ii) the redemption of 7.45% Series 3 Cumulative Redeemable Preferred Shares; and (iii) the redemption of 7.25% Series 4 Cumulative Redeemable Preferred Shares.

Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC are acting as joint book-running managers for the offering. J.P. Morgan Securities LLC and RBC Capital Markets, Inc. are acting as joint lead managers. Morgan Keegan & Company, Inc., PNC Capital Markets LLC and US Bancorp Investments Inc. are acting as senior co-managers for the offering. Comerica Securities Inc., Mitsubishi UFJ Securities (USA) Inc., Mizuho Securities USA Inc. and SMBC Nikko Capital Markets Limited are acting as junior co-managers.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the offered shares, nor shall there be any sale of such shares in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or other jurisdiction. This offering of Regency Centers Corporation’s preferred shares is being made solely by means of a prospectus supplement and accompanying prospectus.

A copy of the prospectus supplement and accompanying prospectus related to the offering will be filed with the Securities and Exchange Commission and can be obtained, when available, by contacting Merrill Lynch, Pierce, Fenner & Smith Incorporated, Attn: Prospectus Department, 4 World Financial Center, New York, NY 10080, by calling toll-free 800-294-1322 or by email at dg.prospectus_requests@baml.com, or Wells Fargo Securities, LLC, Attn: Syndicate Operations, 1525 West W.T. Harris Blvd., Charlotte, NC 28262, by calling toll-free 800-326-5897 or by e-mail at cmclientsupport@wellsfargo.com.

Regency Centers Corporation (NYSE: REG)

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