EXHIBIT 99.4

                           REGENCY CENTERS CORPORATION

            RESOLUTIONS OF BOARD OF DIRECTORS WAIVING OWNERSHIP LIMIT

    FOR SECURITY CAPITAL GROUP INCORPORATED AND FORWARD CONTRACT TRANSACTIONS

                  All capitalized terms not otherwise defined herein shall have
the meanings given to them in the Articles of Incorporation as presently in
effect (the "Articles") of Regency Centers Corporation ("Regency").

                  WHEREAS, Security Capital Group Incorporated ("Security
Capital"), an indirect wholly-owned subsidiary of General Electric Capital
Corporation, which in turn is an indirect subsidiary of the General Electric
Company, directly or though subsidiaries, is the beneficial owner of 34,273,236
shares of Regency common stock, $0.01 par value per share (the "Shares");

                  WHEREAS, Security Capital proposes to sell a portion of the
Shares pursuant to an underwritten public offering (the "Secondary Offering");

                  WHEREAS, Regency has agreed to purchase from Security Capital
up to $150,000,000 of the Shares pursuant to a purchase and sale agreement dated
as of the date hereof by and among Regency, Security Capital and Security
Capital Shopping Mall Business Trust, an indirect subsidiary of Security Capital
(the "Purchase and Sale Agreement");

                  WHEREAS, Security Capital expects to enter into a series of
forward contracts in substantially the form attached hereto as EXHIBIT A (the
"Forward Contracts") with certain underwriters (the underwriters, together with
their affiliates, the "Forward Contract Underwriters") covering a portion of the
Shares (the "Forward Contract Shares"), providing for Security Capital to
deliver the Forward Contract Shares (or their value in cash) to the Forward
Contract Underwriters on the dates in 2004 specified in the contracts;

                  WHEREAS, Security Capital may lend a portion of the Shares to
the Forward Contract Underwriters pursuant to security loan agreements in
substantially the form attached as EXHIBIT B (the "Security Loan Agreements");

                  WHEREAS, the Forward Contract Underwriters intend to sell
Shares borrowed under the Security Loan Agreements (and/or borrowed under other
stock loan agreements from third parties in accordance with industry custom) in
the in the Secondary Offering;

                  WHEREAS, certain of the Forward Contract Underwriters intend
to offer, through an underwritten public offering, SynDECS(SM) linked to a
portion of the Shares subject to the Forward Contracts (the "SynDECS(SM)");

                  WHEREAS, Security Capital will be deemed, for purposes of the
Articles, to Transfer Forward Contract Shares to each of the Forward Contract
Underwriters upon the closing of the public offering by means of entering into
the Forward Contracts, with the Forward Contract Shares Transferred to any
single Forward Contract Underwriter not to exceed 9.8% by value of Regency's
outstanding capital stock (after giving effect to the contemplated repurchase



of the shares of common stock from Security Capital as contemplated in the
Purchase and Sale Agreement), but which may exceed the 7% Ownership Limit;

                  WHEREAS, under the Forward Contracts, Security Capital may
continue to have the right to vote the Forward Contract Shares until Security
Capital delivers the Forward Contract Shares to the Forward Contract
Underwriters at the time the Forward Contracts settle (each such period from the
closing of the public offering until the applicable delivery date is referred to
hereinafter as the "Forward Contract Term");

                  WHEREAS, both Security Capital as well as the Forward Contract
Underwriters may therefore be deemed the Beneficial Owners of the Forward
Contract Shares during each Forward Contract Term;

                  WHEREAS, the Forward Contract Underwriters will enter into an
agreement with respect to a specified number of shares of common stock of
Regency providing for one or more cash payments between such Underwriters in an
amount equal to the difference between the value of the specified shares of
Regency common stock on or about the agreement termination date compared to a
price determined by reference to the value of such stock on the agreement
initiation date (or for the delivery of shares of Regency common stock to the
Forward Contract Underwriter issuing the SynDECS(SM) for such price if and to
the extent that, after giving effect to such settlement in shares, such Forward
Contract Underwriter would not be considered to own for purposes of Section
856(d)(2)(B) of the Code more than 9.8% by value of the capital stock of
Regency), such agreement to be in substantially the form attached as Exhibit C
(the "Cash Swap Agreement"); and

                  WHEREAS, Security Capital and Regency will terminate their
Stockholders Agreement when Security Capital ceases to own Shares constituting
15% of Regency's outstanding common Stock after Regency's repurchase of Shares
under the Purchase and Sale Agreement and thereafter, Security Capital is
willing to waive the benefit of the Special Shareholder Limit, all as set forth
in the Agreement Relating to Disposition of Shares, in substantially the form
attached as EXHIBIT D; and

                  WHEREAS, to facilitate Security Capital's sale of Shares and
the Forward Contracts, the Board of Directors wishes (i) to create a new
ownership limit for Security Capital that will apply in lieu of the Special
Shareholder Limit, will not be transferable to any third party, but will allow
Security Capital to be deemed the Beneficial Owner of the Forward Contract
Shares during the Forward Contract Terms and in the event that Security Capital
settles any Forward Contracts in cash thereafter; (ii) to waive the Ownership
Limit for Forward Contract Shares that both the Forward Contract Underwriters
and Security Capital may be deemed to Beneficially Own during the Forward
Contract Term, even though such shares constitute more than 7% of Regency's
outstanding common stock; (iii) to waive the 7% Ownership Limit for the Forward
Contract Underwriters during the term of the SynDECS(SM) and for a period of 90
days thereafter; (iv) to clarify that the shares of Regency common stock subject
to the Security Loan Agreements will be considered for all purposes to be the
same shares that are subject to the Forward Contracts and thus be included in
the waiver of the Ownership Limit for the Forward Contract Underwriters under
clause (ii) above; and (v) to confirm that a Forward Contract Underwriter that
enters into a Cash Swap Agreement will not be


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considered, by reason of the Cash Swap Agreement, to own shares of Regency
common stock in excess of the Related Tenant Limit for purposes of the
limitations set forth in Sections 5.2(b) and 5.2(f) of the Articles and that
such Forward Contract Underwriter will not be treated as the owner of the shares
covered by its Cash Swap Agreement for purposes of the 7% Ownership Limit.

                  NOW, THEREFORE, it is hereby resolved as follows:

                  RESOLVED, that, in consideration of the relinquishment by
Security Capital of its rights as a Special Shareholder (the "Relinquishment"),
pursuant to its execution and delivery of the Agreement Relating to Disposition
of Shares in substantially the form attached as EXHIBIT D, the Board of
Directors hereby exempts Security Capital and its Affiliates, effective as of
the effective date of the Relinquishment, from the 7% Ownership Limit and hereby
creates for Security Capital and its Affiliates the "Security Capital Ownership
Limit," which shall be equal to 60% of Regency's outstanding common stock, on a
fully diluted basis, less the Shares sold by Security Capital pursuant to the
Secondary Offering and the Purchase and Sale Agreement, but which shall include
the Forward Contract Shares during the applicable Forward Contract Term and also
shall include Forward Contract Shares to the extent that Security Capital
retains them at the end of the Forward Contract Term as result of settling any
Forward Contracts in cash, but in no event shall the Security Capital Ownership
Limit be below the 7% Ownership Limit, and subject to the following:

      a. This waiver is conditioned on the Forward Contracts and Security Loan
         Agreements not being materially different from the forms of Forward
         Contracts and Security Loan Agreements attached as EXHIBIT A and
         EXHIBIT B; and

      b. This waiver is conditioned on no Person who is an individual as defined
         in Section 542(a)(2) of the Code (as modified by Section 856(h) of the
         Code) becoming the Beneficial Owner of more than 9.8% by value of
         Regency's Capital Stock solely by reason of directly or indirectly
         acquiring ownership of capital stock of Security Capital (disregarding
         any shares of Regency Capital Stock other than those owned by Security
         Capital, General Electric, and their subsidiaries).

                  FURTHER RESOLVED, that pursuant to authority contained in
Section 5.11 of the Articles, the Board of Directors hereby exempts each of the
Forward Contract Underwriters from the 7% Ownership Limit for the number of
Forward Contract Shares Transferred to it by Security Capital, but not for
Forward Contract Shares constituting more than 9.8% by value of Regency's
outstanding capital stock (after giving effect to any Shares repurchased by
Regency pursuant to the Purchase and Sale Agreement), during the applicable
Forward Contract Term and, if applicable, during the term of the SynDECS(SM) and
for a period of 90 days thereafter, subject in each case to the following:

      a. This waiver is conditioned on the Forward Contracts and Security Loan
         Agreements not being materially different from the forms of Forward
         Contracts and Security Loan Agreements attached as EXHIBIT A and
         EXHIBIT B;


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      b. This waiver is conditioned on no Person who is an individual as defined
         in Section 542(a)(2) of the Code (as modified by Section 856(h) of the
         Code) becoming the Beneficial Owner of more than 9.8% by value of
         Regency's Capital Stock solely by reason of directly or indirectly
         acquiring ownership of capital stock of the applicable Forward Contract
         Underwriter (disregarding any shares of Regency Capital Stock other
         than those owned by the applicable Forward Contract Underwriter and its
         subsidiaries).

                  FURTHER RESOLVED, that the Shares of Regency common stock
subject to the Security Loan Agreements will be considered for all purposes to
be the same Shares that are subject to the Forward Contracts and thus to be
included in the portion of the waiver for the Forward Contract Underwriters
under the second RESOLUTION above.

                  FURTHER RESOLVED, that, provided that the Cash Swap Agreements
are not materially different from the form attached hereto as EXHIBIT C, a
Forward Contract Underwriter that enters into a Cash Swap Agreement will not be
considered, by reason of the Cash Swap Agreement, to own shares of Regency
common stock in excess of the Related Tenant Limit for purposes of the
limitations set forth in Sections 5.2(b) and 5.2(f) of the Articles or to own
the shares of Regency common stock covered by the Cash Swap Agreement for
purposes of the 7% Ownership Limit.

                  FURTHER RESOLVED, that pursuant to authority contained in
Section 5.7 of the Articles, the Board of Directors hereby confirms that neither
the Security Capital Ownership Limit nor the waiver of the Ownership Limit for
any Forward Contract Underwriter may be transferred by such person to any other
person that is not an Affiliate of the transferor.

                  FURTHER RESOLVED, that the percentage limits established by
these waivers shall be adjusted upward appropriately in the event of any
repurchases of common stock by Regency, with the intent that Security Capital
and the Forward Contract Underwriters not be in violation of the Ownership Limit
by reason of repurchases effectuated by Regency.

                  FURTHER RESOLVED, that the above waivers shall terminate if
the Forward Contract Terms have not commenced by September 30, 2003.


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