AMENDMENT TO ARTICLES OF INCORPORATION OF
                           REGENCY CENTERS CORPORATION
                      AMENDING THE PREFERENCES, RIGHTS AND
                        LIMITATIONS OF 500,000 SHARES OF
                 SERIES D CUMULATIVE REDEEMABLE PREFERRED STOCK


                  Pursuant to Section 607.1006 of the Florida Business
Corporation Act ("FBCA"), Regency Centers Corporation, a Florida corporation
formerly known as Regency Realty Corporation ( the "Corporation"), does hereby
certify that:

                  WHEREAS, the Board of Directors of the Corporation designated
500,000 shares of its authorized but unissued Preferred Stock, par value $.01
per share, as its 9.125% Series D Cumulative Redeemable Preferred Stock (the
"Series D Preferred Stock") pursuant to Articles of Amendment adopted in
accordance with Section 607.0602 of the FBCA, filed with the Florida Department
of State on October 1, 1999 (the "Designation");

                  WHEREAS, the Corporation has committed to issue shares of
Series D Preferred Stock to the holders of Series D preferred units (the "Series
D Preferred Partners") in the Corporation's affiliate, Regency Centers, L.P., a
Delaware limited partnership (the "Partnership"), but no shares of Series D
Preferred Stock have yet been issued;

                  WHEREAS, the Partnership and the Series D Preferred Partners
have agreed to amend the Designation to provide that, inter alia, dividends
shall accrue at the rate per annum of 7.45% rather than 9.125% on shares of
Series D Preferred Stock, when issued, and that the holders of the Series D
Preferred Stock shall have certain additional voting rights as set forth herein;

                  WHEREAS, the Board of Directors of the Corporation adopted
this amendment on October 27, 2004 without shareholder action;

                  WHEREAS, shareholder approval of this amendment is not
required;

                  NOW, THEREFORE, ARTICLE THIRD of the Designation is hereby
amended as follows (all capitalized terms not otherwise defined herein shall
have the meanings given to them in the Designation):

1.       Distribution Rate
         -----------------

                  Section 3(a) of the Designation is hereby amended to change
the annual distribution rate from 9.125% to 7.45%.



                  In addition, all references throughout the Designation to
9.125% are hereby changed to 7.45%, and the Series D Preferred Stock shall be
known as the "7.45% Series D Cumulative Redeemable Preferred Stock."

2.       Voting
         ------

                  A new Section 6(d) is hereby added to the Designation, which
reads in full as follows:

                           "(d) Certain Additional Voting Rights.
                  Notwithstanding anything herein to the contrary, so long as
                  any shares of Series D Preferred Stock remain outstanding, the
                  Corporation shall solicit the affirmative vote of the holders
                  of at least two-thirds (2/3) of the Series D Preferred Stock
                  outstanding at the time, prior to:

                           (i) electing to consummate any transaction or series
                  of transactions which would result in a Change of Control of
                  the Corporation,

                           (ii) electing to consummate any transaction or series
                  of transactions which would result in the common shares of the
                  Corporation or any successor entity of the Corporation ceasing
                  to be listed on at least one of the New York Stock Exchange,
                  the American Stock Exchange or the NASDAQ National Market (or,
                  in each case, a successor thereto), or

                           (iii) electing not to qualify for taxation as a real
                  estate investment trust under Section 856 et seq. of the
                  Internal Revenue Code.

                  For the purposes of this Section 6(d) "Change of Control"
                  shall mean: (x) any sale or other disposition of all or
                  substantially all of the Corporation to an entity that is not
                  an Affiliate (as defined in Rule 12b-2 under the Securities
                  Exchange Act of 1934) of the Corporation; or (y) any
                  consolidation, amalgamation, merger, business combination,
                  share exchange, reorganization or similar transaction
                  involving the Corporation pursuant to which the stockholders
                  of the Corporation immediately prior to the consummation of
                  such transaction will own, directly or indirectly, less than a
                  majority of the equity interest in the entity surviving such
                  transaction; provided, however, a Change of Control shall not
                  include a transaction or series of transactions consummated
                  with the offeror of an unsolicited "hostile" tender offer for
                  control of the Corporation. If the requisite holders of the
                  Series D Preferred Stock fail to approve any of the
                  Corporation's actions specified in clauses (i), (ii) or (iii)
                  of the first sentence of this Section 6(d) (each a "Mandatory
                  Redemption Event") and the Corporation still effectuates such


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                  action, then the sole remedy of the holders of Series D
                  Preferred Stock shall be that the Corporation shall
                  immediately redeem all of the Series D Preferred Stock
                  outstanding at a redemption price, payable in cash, equal to
                  $100 per share of Series D Preferred Stock plus accumulative
                  and unpaid distributions, whether or not declared, to the date
                  of such redemption; provided, however, that notwithstanding
                  any provision hereof to the contrary, the actions specified in
                  clause (i) of the first sentence of this Section 6(d) shall
                  not constitute a Mandatory Redemption Event if, on or prior to
                  the date of the consummation of such transaction or
                  transactions, a "nationally recognized statistical rating
                  organization" (as such term is defined for purposes of Rule
                  436(g)(2) promulgated under the Securities Act of 1933, as
                  amended) shall have affirmed the rating accorded the
                  securities of the Corporation immediately prior to the public
                  announcement of such transaction or transactions, or shall
                  have upgraded such rating (or, if the Corporation is not the
                  surviving entity in such transaction or transactions, affirmed
                  that the rating of the securities of the successor to the
                  Corporation shall be at least equal to the rating accorded the
                  securities of the Corporation immediately prior to the public
                  announcement of such transaction or transactions). The date of
                  such redemption shall be the date of the Mandatory Redemption
                  Event."



                     [Signature appears on following page.]






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                  IN WITNESS WHEREOF, the undersigned Senior Vice President of
the Corporation has executed this amendment this 12th day of November, 2004.




                                        /s/ Lisa Palmer
                                        ----------------------------------------
                                        Lisa Palmer, Senior Vice President




























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