CERTIFICATE FOR 5,000,000
                                                       DEPOSITARY SHARES
                                                       CUSIP 758849 40 0

GLOBAL                                                 SEE REVERSE FOR
DEPOSITARY RECEIPT                                     CERTAIN DEFINITIONS


         DEPOSITARY RECEIPT FOR DEPOSITARY SHARES, EACH DEPOSITARY SHARE
        REPRESENTING A ONE-TENTH (1/10TH) INTEREST IN ONE SHARE OF 7.25%
                 SERIES 4 CUMULATIVE REDEEMABLE PREFERRED STOCK

                           REGENCY CENTERS CORPORATION
                              A Florida Corporation


                  WACHOVIA BANK, NATIONAL ASSOCIATION, as Depositary (the
"Depositary"), hereby certifies that
                                   CEDE & CO.
is the registered owner of 5,000,000 DEPOSITARY SHARES ("Depositary Shares"),
each Depositary Share representing a one-tenth (1/10th) interest in one share of
7.25% Series 4 Cumulative Redeemable Preferred Stock, $0.01 par value, (the
"Stock"), of Regency Centers Corporation, a Florida corporation (the
"Corporation"), on deposit with the Depositary, subject to the terms and
entitled to the benefits of the Deposit Agreement dated as of August 31, 2004
(the "Deposit Agreement"), between the Corporation and the Depositary. By
accepting this Depositary Receipt, the holder hereof becomes a party to and
agrees to be bound by all the terms and conditions of the Deposit Agreement.
This Depositary Receipt shall not be valid or obligatory for any purpose or be
entitled to any benefits under the Deposit Agreement unless it shall have been
executed by the Depositary by the manual signature of a duly authorized officer
or, if executed in facsimile by the Depositary, countersigned by a Registrar in
respect of the Depositary Receipts by a duly authorized officer thereof.

         This global depositary receipt shall evidence the aggregate amount of
Depositary Shares from time to time indicated in the records of the Depositary
and the aggregate amount of Depositary Shares evidenced hereby may from time to
time be increased or decreased by making adjustments on such records of the
Depositary.

Dated:  August 31, 2004

                       WACHOVIA BANK, NATIONAL ASSOCIATION
                            Depositary and Registrar


By:
    -------------------------------------------------
         Authorized Officer






                           REGENCY CENTERS CORPORATION

REGENCY CENTERS CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH HOLDER OF A
RECEIPT WHO SO REQUESTS A COPY OR SUMMARY OF THE DEPOSIT AGREEMENT AND A COPY OR
SUMMARY OF THE PORTIONS OF THE ARTICLES OF INCORPORATION ESTABLISHING THE
DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO SHARES
OF EACH CLASS AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS
DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO
DETERMINE VARIATIONS FOR FUTURE SERIES) WHICH THE CORPORATION IS AUTHORIZED TO
ISSUE, INCLUDING THE 7.25% SERIES 4 CUMULATIVE REDEEMABLE PREFERRED STOCK. ANY
SUCH REQUEST SHOULD BE ADDRESSED TO REGENCY CENTERS CORPORATION, 121 WEST
FORSYTH STREET, SUITE 200, JACKSONVILLE, FLORIDA 32202, ATTENTION: MS. DIANE
ORTOLANO.

The shares represented by this certificate are subject to ownership limits and
transfer restrictions set forth in articles of the restated articles of
incorporation of the corporation for the purpose of maintaining the
corporation's status as a real estate investment trust under the internal
revenue code of 1986, as amended (or any successor legislation). A copy of such
articles will be furnished by the corporation to any shareholder upon request
and without charge.

Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to issuer or its agent
for registration of transfer, exchange, or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.

                  The following abbreviations, when used in the inscription on
the face of this Depositary Receipt, shall be construed as though they were
written out in full according to applicable laws or regulations:

TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common

UNIF GIFT MIN ACT - __________ Custodian _____________
                    (Cust)                (Minor)
                    under Uniform Gifts to Minors Act _____________
                                                       (State)


UNIF TRF MIN ACT - ___________ Custodian ____________
                   (Cust)                 (Minor)
                   (until age   ) under Uniform Transfers to Minors Act

                   _______________________________________
                         (State)
                         Additional abbreviations may also be used
                            though not in the above list.



                                       2