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•	Enhances investors' understanding of the Parent Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;

•	Eliminates duplicative disclosure and provides a more streamlined and readable presentation; and

•	Creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

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•	reliable growth in net operating income ("NOI") from a high-quality, growing portfolio of thriving, neighborhood and community shopping centers;

•	disciplined value-add development and redevelopment activities profitably creating and enhancing high-quality shopping centers;

•	a conservative balance sheet and track record of cost effectively accessing capital to withstand market volatility and to efficiently fund investments; and,

•	an engaged and talented team of people guided by our culture.

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•	our locations within our market areas;

•	the design and high quality of our shopping centers;

•	the strong demographics surrounding our shopping centers;

•	our relationships with our anchor tenants and our side-shop and out-parcel retailers;

•	our practice of maintaining and renovating our shopping centers; and,

•	our ability to source and develop new shopping centers.

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•	Weakness in the national, regional and local economies, which could adversely impact consumer spending and retail sales and in turn tenant demand for space and lead to increased store closings;

•	Adverse financial conditions for grocery and retail anchors;

•	Continued consolidation in the retail sector;

•	Excess amount of retail space in our markets;

•	Reduction in the demand by tenants to occupy our shopping centers as a result of reduced consumer demand for certain retail formats;

•	The growth of super-centers and warehouse club retailers, such as those operated by Wal-Mart and Costco, and their adverse effect on traditional grocery chains;

•	The impact of increased energy costs on consumers and its consequential effect on the number of shopping visits to our centers; and

•	Consequences of any armed conflict involving, or terrorist attack against, the United States.

•	Becomes bankrupt or insolvent;

•	Experiences a downturn in its business;

•	Materially defaults on its leases;

•	Does not renew its leases as they expire; or

•	Renews at lower rental rates.

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•	Properties we acquire may fail to achieve the occupancy or rental rates we project, within the time frames we project, which may result in the properties' failure to achieve the returns we projected;

•	Our pre-acquisition evaluation of the physical condition of each new investment may not detect certain defects or identify necessary repairs until after the property is acquired, which could significantly increase our total acquisition costs or decrease cash flow from the property;

•	Our investigation of a property or building prior to our acquisition, and any representations we may receive from the seller of such building or property, may fail to reveal various liabilities, which could reduce the cash flow from the property or increase our acquisition costs;

•	Our estimate of the costs to improve, reposition or redevelop a property may prove to be too low, or the time we estimate to complete the improvement, repositioning or redevelopment may be too short, either of which could result in the property failing to achieve the returns we have projected, either temporarily or for a longer time; and

•	We may not be able to integrate an acquisition into our existing operations successfully.

•	The ability to lease developments to full occupancy on a timely basis;

•	The risk that occupancy rates and rents of a completed project will not be sufficient to make the project profitable;

•	The risk that development costs of a project may exceed original estimates, possibly making the project unprofitable;

•	Delays in the development and construction process;

•	The risk that we may abandon development opportunities and lose our investment in these developments;

•	The risk that the size of our development pipeline will strain the organization's capacity to complete the developments within the targeted timelines and at the expected returns on invested capital; and

•	The lack of cash flow during the construction period.

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•	Actual or anticipated variations in our operating results;

•	Changes in our funds from operations or earnings estimates;

•	Publication of research reports about us or the real estate industry in general and recommendations by financial analysts or actions taken by rating agencies with respect to our securities or those of other REIT's;

•	The ability of our tenants to pay rent and meet their other obligations to us under current lease terms and our ability to re-lease space as leases expire;

•	Increases in market interest rates that drive purchasers of our stock to demand a higher dividend yield;

•	Changes in market valuations of similar companies;

•	Adverse market reaction to any additional debt we incur in the future;

•	Any future issuances of equity securities;

•	Additions or departures of key management personnel;

•	Strategic actions by us or our competitors, such as acquisitions or restructurings;

•	Actions by institutional stockholders;

•	Changes in our dividend payments;

•	Speculation in the press or investment community; and

•	General market and economic conditions.

•	Our financial condition and results of future operations;

•	The terms of our loan covenants; and

•	Our ability to acquire, finance, develop or redevelop and lease additional properties at attractive rates.

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Item 5.	Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

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•	reliable growth in NOI from a high-quality, growing portfolio of thriving, neighborhood and community shopping centers;

•	disciplined value-add development and redevelopment activities profitably creating and enhancing high-quality shopping centers;

•	a conservative balance sheet and track record of cost effectively accessing capital to withstand market volatility and efficiently fund investments; and,

•	an engaged and talented team of people guided by our culture.

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Pre-development costs are incurred prior to land acquisition during the due diligence phase and include contract deposits, legal, engineering, and other professional fees related to evaluating the feasibility of developing a shopping center. If we determine it is probable that a specific project undergoing due diligence will not be developed, we immediately expense all related capitalized pre-development costs not considered recoverable.

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Interest costs are capitalized to each development project based on applying our weighted average borrowing rate to that portion of the actual development costs expended. We cease interest cost capitalization when the property is no longer being developed or is available for occupancy upon substantial completion of tenant improvements, but in no event would we capitalize interest on the project beyond 12 months after the anchor opens for business. During the years ended December 31, 2013, 2012, and 2011, we capitalized interest of $6.1 million, $3.7 million, and $1.5 million, respectively, on our development projects.

•	Real estate taxes are capitalized to each development project over the same period as we capitalize interest.

•	We have a staff of employees who directly support our development program. All direct internal costs attributable to these development activities are capitalized as part of each development project. The capitalization of costs is directly related to the actual level of development activity occurring. During the years ended December 31, 2013, 2012, and

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•	We received proceeds of $212.6 million from the sale of twelve shopping centers and ten out-parcels;

•	We received distributions from our investments in real estate partnerships of $87.1 million, primarily related to the disposition of all operating properties within the Regency Retail Partners, LP (the "Fund") during August 2013 and

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•	We paid $107.8 million for the acquisition of three shopping centers;

•	We received proceeds of $27.4 million upon the collection and sale of notes receivable; and,

•	We paid $213.3 million for the development, redevelopment, improvement, and leasing of our real estate properties as comprised of the following (in thousands):

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Capital expenditures for tenant allowances are highly correlated to occupancy levels and leasing activity on new leases. As occupancy improves, there is less vacant space to lease, which reduces our cash outflow on tenant allowances, which are generally highest with new leases. We leased 1.6 million square feet of new leases for the year ended December 31, 2013 as compared to 2.1 million square feet of new leases for the year ended December 31, 2012.

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The number and size of development projects in process (detailed below) increased during the year ended December 31, 2013, as compared to the year ended December 31, 2012, resulting in increased expenditures. East Washington Place and Grand Ridge Plaza, the largest two projects incurring costs during 2013, had development costs of $145.7 million, and represented $79.5 million of 2013 development expenditures, which were both completed during the fourth quarter of 2013.

•	Capitalized interest increases as development costs accumulate during the development period, which is why more interest costs were capitalized during 2013 than 2012.

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•	The Parent Company issued 1.9 million shares of common stock through our ATM program, resulting in net proceeds of $99.8 million;

•	We repaid $70.0 million, net, on our Line and $25.0 million on our Term Loan; and

•	We paid dividends to our common and preferred stockholders of $168.1 million and $21.1 million, respectively.

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•	Recorded debt premiums or discounts that are not obligations;

•	Obligations related to construction or development contracts, since payments are only due upon satisfactory performance under the contracts;

•	Letters of credit of $19.3 million issued to cover performance obligations on certain development projects, which will be satisfied upon completion of the development projects; and,

•	Obligations for retirement savings plans due to uncertainty around timing of participant withdrawals, which are solely within the control of the participant, and are further discussed in Note 13 to the Consolidated Financial Statements.

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•	$17.8 million decrease due to the sale of a 15-property portfolio on July 25, 2012; offset by:

•	$22.5 million increase due to the acquisition of operating properties and operations beginning at development properties during 2013 and 2012; and,

•	$8.2 million increase in minimum rent from same properties, which was driven by rental rate and occupancy growth and increases from contractual rent steps in existing leases.

•	$5.1 million decrease due to the sale of a 15-property portfolio on July 25, 2012; and,

•	$2.2 million decrease as a result of final distributions from our terminated third party managed captive insurance program and establishing a consolidated captive insurance subsidiary during 2012;

•	$4.7 million increase due to the acquisition of operating properties and operations beginning at development properties during 2013 and 2012; and,

•	$6.1 million increase in recoveries at same properties due to increased occupancy levels resulting in a higher recovery ratio on recoverable costs, which were also higher in 2013.

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•	$14.6 million decrease due to the sale of a 15-property portfolio on July 25, 2012; offset by:

•	$20.1 million increase due to the acquisition of operating properties and operations beginning at development properties during 2013 and 2012; and,

•	$11.3 million increase at same properties, due to a number of factors, including:

◦	incremental snow removal costs from 2013 winter weather;

◦	increases in recurring operating and maintenance costs;

◦	additional depreciation expense resulting from capital improvements to existing centers;

◦	additional amortization of leasing commissions from the increase in recent years' leasing activity; and,

◦	increases in real estate tax assessments.

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$3.5 million increase from the GRIR partnership due to various factors, including: increased tenant percentage rent, recovery revenue rates, and settlement proceeds; coupled with lower interest expense as a result of paying off debt in 2012 and the loss on debt extinguishment and provision for impairment in 2012 that did not occur in 2013. These increases are offset by higher depreciation expense from redevelopments.

•	$6.8 million decrease from the Columbia I partnership primarily due to our $6.9 million pro-rata gain on sale of an operating property that was sold in April 2012,

•	$7.5 million increase from the Fund due to recognizing $7.4 million pro-rata gain on the sale of all operating properties within the Fund in August 2013, and

•	$2.3 million increase from our ownership interest retained in BRET, as part of the 15-property portfolio sale completed in July 2012, which we redeemed 100% of our ownership interest for cash in October 2013.

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•	$13.2 million decrease due to the sale of a 15-property portfolio on July 25, 2012; offset by:

•	$3.9 million increase due to the acquisition of operating properties and operations beginning at development properties during 2012 and 2011; and,

•	$18.2 million increase in minimum rent from same properties, which was driven by rental rate and occupancy growth and increases from contractual rent steps in existing leases.

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•	$6.5 million decrease due to the sale of a 15-property portfolio on July 25, 2012; offset by:

•	$3.5 million increase due to a change in the timing and amount of our captive insurance distribution;

•	$1.0 million increase due to the acquisition of operating properties and operations beginning at development properties during 2012 and 2011; and,

•	$3.7 million increase in recoveries at same properties due to increased occupancy levels resulting in a higher recovery ratio on recoverable costs, which were also higher in 2012.

•	$14.9 million decrease due to the sale of a 15-property portfolio on July 25, 2012; offset by:

•	$2.5 million increase due to the acquisition of operating properties and operations beginning at development properties during 2012 and 2011; and,

•	$9.6 million increase at same properties, due to additional depreciation expense resulting from capital improvements to existing centers, additional amortization of leasing commissions from the increase in leasing activity, and increased real estate tax assessments, offset by less incremental operating expenses associated with mild winter weather during 2012.

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•	$5.7 million increase from the Columbia I partnership primarily due to our share of a $34.5 million gain on sale of an operating property that was sold in April 2012,

•	$2.2 million increase from our ownership interest retained in BRET, as part of the 15-property portfolio sale completed in July 2012, which we redeemed in October of 2013.

•	$4.6 million increase from an impairment recognized on one investment in a real estate partnership, included in other investments in real estate partnerships, during the first quarter of 2011.

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Ÿ	NOI is calculated as total property revenues (minimum rent, percentage rents, and recoveries from tenants and other income) less direct property operating expenses (operating and maintenance and real estate taxes) from the properties owned by us, and excludes corporate-level income (including management, transaction, and other fees), for the entirety of the periods presented.

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Same Property information is provided for operating properties that were owned and operated for the entirety of both periods being compared and excludes all Properties in Development and Non-Same Properties. A Non-Same Property is a property acquired during either period being compared, a development completion that is less than 90% funded and 95% leased or features less than two years of anchor operations. Same Property also excludes projects in development, which represent projects owned and intended to be developed, including partially operating properties acquired specifically for redevelopment and excluding land held for future development. See note 1 to the consolidated financial statements for an expanded definition of properties in development.

•	Same Property NOI includes NOI for Same Properties, but excludes straight-line rental income, net of reserves, above and below market rent amortization, banking charges, and other fees. Same Property NOI is a key measure used by management in evaluating the performance of our properties.

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FFO is a commonly used measure of REIT performance, which the National Association of Real Estate Investment Trusts ("NAREIT") defines as net income, computed in accordance with GAAP, excluding gains and losses from sales of depreciable property, net of tax, excluding operating real estate impairments, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. We compute FFO for all periods presented in accordance with NAREIT's definition. Many companies use different depreciable lives and methods, and real estate values historically fluctuate with market conditions. Since FFO excludes depreciation and amortization and gains and losses from depreciable property dispositions, and impairments, it can provide a performance measure that, when compared year over year, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, acquisition and development activities, and financing costs. This provides a perspective of our financial performance not immediately apparent from net income determined in accordance with GAAP. Thus, FFO is a supplemental non-GAAP financial measure of our operating performance, which does not represent cash generated from operating activities in accordance with GAAP and therefore, should not be considered an alternative for cash flow as a measure of liquidity.

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Core FFO is an additional performance measure we use as the computation of FFO includes certain non-cash and non-comparable items that affect our period-over-period performance. Core FFO excludes from FFO, but is not limited to, transaction profits, income or expense, gains or losses from the early extinguishment of debt and other non-core items. We provide a reconciliation of FFO to Core FFO as shown below.

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We have an $800.0 million Line commitment and a $75.0 million Term Loan commitment, as further described in Note 8 to the Consolidated Financial Statements. Our Line commitment has a variable interest rate that is based upon an annual rate of LIBOR plus 117.5 basis points and our Term Loan has a variable rate of LIBOR plus 145 basis points. LIBOR rates charged on our Line and Term Loan (collectively our "unsecured credit facilities") change monthly. The spread on the unsecured credit facilities is dependent upon maintaining specific credit ratings. If our credit ratings are downgraded, the spread on the unsecured credit facilities would increase, resulting in higher interest costs.

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We are also exposed to changes in interest rates when we refinance our existing long-term fixed rate debt. The objective of our interest rate risk management program is to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, we borrow primarily at fixed interest rates and may enter into derivative financial instruments such as interest rate swaps, caps, or treasury locks in order to mitigate our interest rate risk on a related financial instrument. We do not enter into derivative or interest rate transactions for speculative purposes. Our interest rate swaps are structured solely for the purpose of interest rate protection.

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1.	Summary of Significant Accounting Policies

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•	Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.

•	Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.

•	Level 3 - Unobservable inputs for the asset or liability, which are typically based on the Company's own assumptions, as there is little, if any, related market activity.

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2.	Real Estate Investments

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4.	Investments in Real Estate Partnerships

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5.	Notes Receivable

6.	Acquired Lease Intangibles

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Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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•	should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

•	have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

•	may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

•	were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

(a)	Equity Distribution Agreement (the “Wells Agreement”) among the Company, Regency Centers, L.P. and Wells Fargo Securities, LLC dated August 10, 2012 (incorporated by reference to Exhibit 1.1 to the Company's report on Form 8-K filed on August 10, 2012).

(i)	Amendment No. 1 to Equity Distribution Agreement (the "Wells Amendment") among the Company, Regency Centers, L.P. and Wells Fargo Securities, LLC dated August 6, 2013 (incorporated by reference to Exhibit 1.2 to the Company's report on Form 8-K filed on August 6, 2013).

(ii)	Equity Distribution Agreement among the Company, Regency Centers, L.P. and Merrill Lynch, Pierce, Fenner & Smith Incorporated dated August 10, 2012, as amended by Amendment No. 1 to Equity Distribution Agreement among the Company, Regency Centers, L.P. and Merrill Lynch, Pierce, Fenner & Smith Incorporated dated August 6, 2013; and

(iii)	Equity Distribution Agreement among the Company, Regency Centers, L.P. and J.P. Morgan Securities LLC dated August 10, 2012, as amended by Amendment No. 1 to Equity Distribution Agreement among the Company, Regency Centers, L.P. and J.P. Morgan Securities LLC dated August 6, 2013.

(b)	Equity Distribution Agreement (the “Jefferies Agreement”) among the Company, Regency Centers, L.P. and Jefferies LLC dated August 6, 2013 (incorporated by reference to Exhibit 1.1 to the Company's report on Form 8-K filed on August 6, 2013).

(i)	Equity Distribution Agreement among the Company, Regency Centers, L.P. and RBC Capital Markets, LLC dated August 6, 2013.

(a)	Restated Articles of Incorporation of Regency Centers Corporation (incorporated by reference to Exhibit 3.1 to the Company's Form 8-K filed on June 5, 2013).

(b)	Amended and Restated Bylaws of Regency Centers Corporation (incorporated by reference to Exhibit 3.2(b) to the Company's Form 8-K filed on November 7, 2008).

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(c)	Fourth Amended and Restated Certificate of Limited Partnership of Regency Centers, L.P. (incorporated by reference to Exhibit 3(a) to Regency Centers, L.P.'s Form 10-K filed on March 17, 2009).

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

(a)	See Exhibits 3(a) and 3(b) for provisions of the Articles of Incorporation and Bylaws of the Company defining the rights of security holders. See Exhibits 3(c) and 3(d) for provisions of the Partnership Agreement of Regency Centers, L.P. defining rights of security holders.

(b)	Indenture dated December 5, 2001 between Regency Centers, L.P., the guarantors named therein and First Union National Bank, as trustee (incorporated by reference to Exhibit 4.4 to Regency Centers, L.P.'s Form 8-K filed on December 10, 2001).

(i)	First Supplemental Indenture dated as of June 5, 2007 among Regency Centers, L.P., the Company as guarantor and U.S. Bank National Association, as successor to Wachovia Bank, National Association (formerly known as First Union National Bank), as trustee (incorporated by reference to Exhibit 4.1 to Regency Centers, L.P.'s Form 8-K filed on June 5, 2007).

(c)	Indenture dated July 18, 2005 between Regency Centers, L.P., the guarantors named therein and Wachovia Bank, National Bank, as trustee (incorporated by reference to Exhibit 4.1 to Regency Centers, L.P's registration statement on Form S-4 filed on August 5, 2005, No. 333-127274).

~(a)	Regency Centers Corporation Long Term Omnibus Plan (incorporated by reference to Exhibit 10.9 to the Company's Form 10-Q filed on May 8, 2008).

~(i)	Form of Stock Rights Award Agreement pursuant to the Company's Long Term Omnibus Plan (incorporated by reference to Exhibit 10(b) to the Company's Form 10-K filed on March 10, 2006).

~(ii)	Form of 409A Amendment to Stock Rights Award Agreement (incorporated by reference to Exhibit 10(b)(i) to the Company's Form 10-K filed on March on 17, 2009).

~(iii)	Form of Nonqualified Stock Option Agreement pursuant to the Company's Long Term Omnibus Plan (incorporated by reference to Exhibit 10(c) to the Company's Form 10-K filed on March 10, 2006).

~(iv)	Form of 409A Amendment to Stock Option Agreement (incorporated by reference to Exhibit 10(c)(i) to the Company's Form 10-K filed on March 17, 2009).

~(v)	Amended and Restated Deferred Compensation Plan dated May 6, 2003 (incorporated by reference to Exhibit 10(k) to the Company's Form 10-K filed on March 12, 2004).

~(vi)	Regency Centers Corporation 2005 Deferred Compensation Plan (incorporated by reference to Exhibit 10(s) to the Company's Form 8-K filed on December 21, 2004).

~(vii)	First Amendment to Regency Centers Corporation 2005 Deferred Compensation Plan dated December 2005 (incorporated by reference to Exhibit 10(q)(i) to the Company's Form 10-K filed on March 10, 2006).

~(viii)	Second Amendment to the Regency Centers Corporation Amended and Restated Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on June 13, 2011).

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~(ix)	Third Amendment to the Regency Centers Corporation 2005 Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on June 13, 2011).

~(b)	Regency Centers Corporation 2011 Omnibus Plan (incorporated by reference to Annex A to the Company's 2011 Annual Meeting Proxy Statement filed on March 24, 2011).

~(c)	Form of Director/Officer Indemnification Agreement (filed as an Exhibit to Pre-effective Amendment No. 2 to the Company's registration statement on Form S-11 filed on October 5, 1993 (33-67258), and incorporated by reference).

~(d)	Form of Amended and Restated Severance and Change of Control Agreement dated as of January 1, 2014 by and between the Company and Martin E. Stein, Jr. (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed on December 24, 2013).

~(e)	Form of Amended and Restated Severance and Change of Control Agreement dated as of January 1, 2014 by and between the Company and Brian M. Smith (incorporated by reference to Exhibit 10.2 of the Company's Form 8-K filed on December 24, 2013).

~(f)	Form of Amended and Restated Severance and Change of Control Agreement dated as of January 1, 2014 by and between the Company and Lisa Palmer (incorporated by reference to Exhibit 10.3 of the Company's Form 8-K filed on December 24, 2013).

~(g)	Form of Amended and Restated Severance and Change of Control Agreement dated as of January 1, 2014 by and between the Company and Dan M. Chandler, III (incorporated by reference to Exhibit 10.4 of the Company's Form 8-K filed on December 24, 2013).

~(h)	Form of Amended and Restated Severance and Change of Control Agreement dated as of January 1, 2014 by and between the Company and John S. Delatour (incorporated by reference to Exhibit 10.5 of the Company's Form 8-K filed on December 24, 2013).

~(i)	Form of Amended and Restated Severance and Change of Control Agreement dated as of January 1, 2014 by and between the Company and James D. Thompson (incorporated by reference to Exhibit 10.6 of the Company's Form 8-K filed on December 24, 2013).

(j)	Third Amended and Restated Credit Agreement dated as of September 7, 2011 by and among Regency Centers, , L.P., the Company, each of the financial institutions party thereto, and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on November 8, 2011).

(i)	First Amendment to Third Amended and Restated Credit Agreement dated September 13, 2012 (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on November 9, 2012).

(k)	Term Loan Agreement dated as of November 17, 2011 by and among Regency Centers, L.P., the Company, each of the financial institutions party thereto and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 10.1 to the Company's Form 10-K filed on February 29, 2012).

(i)	First Amendment to Term Loan Agreement dated as of June 19, 2012 (incorporated by reference to Exhibit 10(h)(i) to the Company's Form 10-K filed on March 1, 2013).

(ii)	Second Amendment to Term Loan Agreement dated as of December 19, 2012 (incorporated by reference to Exhibit 10(h)(ii) to the Company's Form 10-K filed on March 1, 2013).

(l)	Second Amended and Restated Limited Liability Company Agreement of Macquarie CountryWide-Regency II, LLC dated as of July 31, 2009 by and among Global Retail Investors, LLC, Regency Centers, L.P. and Macquarie CountryWide (US) No. 2 LLC (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on November 6, 2009).

(i)	Amendment No. 1 to Second Amended and Restate Limited Liability Company Agreement of GRI-Regency, LLC (formerly Macquarie CountryWide-Regency II, LLC).

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(m)	Limited Partnership Agreement dated as of December 21, 2006 of RRP Operating, LP (incorporated by reference to Exhibit 10(u) to the Company's Form 10-K filed on February 27, 2007).

32.1	18 U.S.C. § 1350 Certification of Chief Executive Officer for Regency Centers Corporation.

32.2	18 U.S.C. § 1350 Certification of Chief Financial Officer for Regency Centers Corporation.

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Section 2.1	Organization; Application of Act.                        13

Section 2.2	Name                                    13

Section 2.3	Registered Office and Agent; Principal Office                13

Section 2.4	Term                                    13

Section 3.1	Purpose and Business                            13

Section 3.2	Powers                                    14

Section 4.1	Capital Contributions of the Partners.                    14

Section 4.2	Issuances of Additional Partnership Interests.                15

Section 4.3	No Preemptive Rights                            16

Section 4.4	Capital Accounts of the Partners.                        16

Section 5.1	Requirement and Characterization of Distributions.                16

Section 5.2	Amounts Withheld                            16

Section 5.3	Withholding                                17

Section 5.4	Distributions Upon Liquidation                        17

Section 6.1	Allocations of Net Income and Net Loss                    17

Section 6.2	Special Allocation Rules                            18

Section 6.3	Allocations for Tax Purposes.                        19

Section 7.1	Management.                                20

Section 7.2	Certificate of Limited Partnership                        22

Section 7.3	Restriction on General Partner’s Authority                    22

Section 7.4	Responsibility for Expenses.                        22

Section 7.5	Outside Activities of the General Partner                    23

Section 7.6	Contracts with Affiliates.                            23

Section 7.7	Indemnification.                                23

Section 7.8	Liability of the General Partner.                        23

Section 7.9	Other Matters Concerning the General Partner.                24

Section 7.10	Title to Partnership Assets                            24

Section 7.11	Reliance by Third Parties                            25

Section 7.12	Redemption of Units Held by General Partner                25

Section 8.1	Limitation of Liability                            25

Section 8.2	Management of Business                            25

Section 8.3	Outside Activities of Limited Partners                    25

Section 8.4	Priority Among Partners                            25

Section 8.5	Rights of Limited Partners Relating to the Partnership.            26

Section 8.6	Redemption of Units                            26

Section 8.7	Regency’s Assumption of Right                        27

Section 9.1	Records and Accounting                            27

Section 9.2	Fiscal Year                                28

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Section 9.3	Reports.                                    28

Section 10.1	Preparation of Tax Returns                            28

Section 10.2	Tax Elections                                28

Section 10.3	Tax Matters Partner.                            28

Section 10.4	Organizational Expenses                            29

Section 11.1	Transfer.                                    29

Section 11.2	Transfer of General Partner’s Partnership Interests.                29

Section 11.3	Limited Partners’ Rights to Transfer.                    30

Section 11.4	Substituted Limited Partners.                        31

Section 11.5	Assignees                                31

Section 11.6	General Provisions.                            31

Section 12.1	Admission of Successor General Partner                    32

Section 12.2	Admission of Additional Limited Partners.                    32

Section 12.3	Amendment of Agreement and Certificate                    32

Section 12.4	Representations and Warranties of Additional Limited Partners            32

Section 13.1	Dissolution                                33

Section 13.2	Winding Up.                                33

Section 13.3	Compliance with Timing Requirements of Regulations; Allowance for

Contingent or Unforeseen Liabilities or Obligations	34

Section 13.4	Deficit Capital Account Restoration.                    35

Section 13.5	Deemed Distribution and Recontribution                    35

Section 13.6	Rights of Limited Partners                            36

Section 13.7	Notice of Dissolution                            36

Section 13.8	Cancellation of Certificate of Limited Partnership                36

Section 13.9	Reasonable Time for Winding-Up                        36

Section 14.1	Amendments.                                36

Section 14.2	Meetings of Limited Partners.                        37

Section 15.1	Addresses and Notice                            37

Section 15.2	Titles and Captions                            37

Section 15.3	Pronouns and Plurals                            38

Section 15.4	Further Action                                38

Section 15.5	Binding Effect                                38

Section 15.6	Waiver of Partition                            38

Section 15.7	Entire Agreement                                38

Section 15.8	Remedies Not Exclusive                            38

Section 15.9	Time                                    38

Section 15.10	Creditors                                38

Section 15.11	Waiver                                    38

Section 15.12	Execution Counterparts                            38

Section 15.13	Applicable Law                                38

Section 15.14	Invalidity of Provisions                            38

Section 16.1	Power of Attorney.                            38

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1.	I have reviewed this Annual Report on Form 10-K of Regency Centers Corporation (“registrant”);

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

1.	I have reviewed this Annual Report on Form 10-K of Regency Centers Corporation (“registrant”);

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

1.	I have reviewed this Annual Report on Form 10-K of Regency Centers, L.P. (“registrant”);

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

1.	I have reviewed this Annual Report on Form 10-K of Regency Centers, L.P. (“registrant”);

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.