THIRD RESTATED CERTIFICATE
                             OF LIMITED PARTNERSHIP
                                       OF
                              REGENCY CENTERS, L.P.

                This Third Restated Certificate of Limited Partnership of
Regency Centers, L.P. (the "Partnership"), dated as of August __, 2003, is being
duly executed and filed with the Delaware Secretary of State under Section
17-210 of the Delaware Revised Uniform Limited Partnership Act by Regency
Centers Corporation, a Florida corporation, as general partner, to restate and
integrate the Certificate of Limited Partnership and all prior amendments. This
Third Restated Certificate does not further amend the Partnership's Certificate
of Limited Partnership as theretofore amended or supplemented, and there is no
discrepancy between those provisions and the Restated Certificate.

                The Certificate of Limited Partnership was originally filed
with the Delaware Secretary of State under the name Regency Retail Partners,
L.P. on December 16, 1996 and amended and restated on March 7, 1997 and further
amended and restated on February 26, 1998. The Certificate of Limited
Partnership shall be restated to read in full as follows:

         1.     Name. The name of the limited partnership is Regency Centers,
L.P.

         2.     Registered Office. The address of the registered office of the
Partnership in the State of Delaware is c/o the Corporation Service Company,
2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

         3.     Registered Agent. The name and address of the registered agent
for service of process on the Partnership in the State of Delaware are the
Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New
Castle County, Delaware 19808.

         4.     General Partner. The name and business address of the sole
general partner of the Partnership are Regency Centers Corporation, 121 West
Forsyth Street, Suite 200, Jacksonville, Florida 32202.

         5.     The Partnership is successor by merger to the entities listed on
Appendix A pursuant to Certificates of Merger described on Appendix A. In each
case, an Agreement of Merger is on file in the office of the Partnership, 121
West Forsyth Street, Suite 200, Jacksonville, Florida 32202.

         In witness whereof, the undersigned has executed this Restated
Certificate of Limited Partnership as of the date first above written.

                                        REGENCY CENTERS CORPORATION,
                                        a Florida corporation


                                        By:  /s/ J. Christian Leavitt
                                            ------------------------------------
                                            J. Christian Leavitt
                                            Senior Vice President


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                                   APPENDIX A
                                       TO
                           THIRD RESTATED CERTIFICATE
                             OF LIMITED PARTNERSHIP
                                       OF
                              REGENCY CENTERS, L.P.

Certificate of Merger of Regency Centers of Delaware, Inc. with and into Regency
        Centers, L.P. filed with the Delaware Secretary of State February 27,
        1998.

Certificate of Merger of Otr/Midland Realty Holdings, Ltd. with and into Regency
        Centers, L.P. filed with the Delaware Secretary of State March 11, 1998.

Certificate of Merger of Roswell Village, Ltd. with and into Regency Centers,
        L.P. filed with the Delaware Secretary of State July 31, 1998.

Certificate of Merger of Garner-Nashboro, LLC with and into Regency Centers,
        L.P. filed with the Delaware Secretary of State September 30, 1998.

Certificate of Merger of Hyde Park Partners, L.P. with and into Regency Centers,
        L.P. filed with the Delaware Secretary of State December 30, 1998.

Certificate of Merger of Regency South Trust I with and into Regency Centers,
        L.P. filed with the Delaware Secretary of State April 30, 1999.

Certificate of Merger of New-Nashboro, LLC and Regency Office Partnership, L.P.
        with and into Regency Centers, L.P. filed with the Delaware Secretary of
        State April 30, 1999.

Certificate of Merger of RRC FL Five, Inc. and RRC Acquisitions, Inc. with and
        into Regency Centers, L.P. filed with the Delaware Secretary of State
        April 30, 1999.

Certificate of Merger of Retail Property Partners Limited Partnership with and
        into Regency Centers, L.P. filed with the Delaware Secretary of State
        December 29, 1999.

Certificate of Merger of Dunn & Briarcliff, Inc. with and into Regency Centers,
        L.P. filed with the Delaware Secretary of State September 13, 2000.

Certificate of Merger of Branch/HOP Associates, L.P., Fieldstone Associates,
        L.P., Old Fort Associates, L.P. and PRT Sunnyside, LLC with and into
        Regency Centers, L.P. filed with the Delaware Secretary of State
        September 29, 2000.

Certificate of Merger of RRC FL SPC, Inc., RRC General SPC, Inc., RRC Limited
        SPC, Inc., RRC Lender, Inc., Treasure Coast Investors, Ltd., Regency
        Rosewood Temple Terrace, Ltd., Landcom Regency Mandarin, Ltd. and RSP
        IV Criterion, Ltd. with and into Regency Centers, L.P. filed with the
        Delaware Secretary of State December 28, 2000.


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<PAGE>

Certificate of Merger of RRC AL SPC, Inc., RRC GA SPC, Inc. and RRC MS SPC,
        Inc. with and into Regency Centers, L.P. filed with the Delaware
        Secretary of State December 28, 2000.

Certificate of Merger of RRC Operating Partnership of Georgia, L.P. with and
        into Regency Centers, L.P. filed with the Delaware Secretary of State
        February 28, 2001.

Certificate of Merger of Fountain Valley Plaza, LLC with and into Regency
     Centers, L.P. filed with the Delaware Secretary of State March 29, 2001.

Certificate of Merger of T&M Durham Development Company, L.L.C. with and into
     Regency Centers, L.P. filed with the Delaware Secretary of State April 12,
     2001.

Certificate of Merger of Delk Spectrum, L.P.. with and into Regency Centers,
     L.P. filed with the Delaware Secretary of State April 30, 2001.

Certificate of Merger of T&M Allen Development Company with and into Regency
     Centers, L.P. filed with the Delaware Secretary of State June 29, 2001.

Certificate of Merger of T&M Frisco Development Company with and into Regency
     Centers, L.P. filed with the Delaware Secretary of State June 29, 2001.

Certificate of Merger of T&M Realty No. 1, L.L.C. with and into Regency
        Centers, L.P. filed with the Delaware Secretary of State July 18, 2001.

Certificate of Merger of T&M Arlington Development Company with and into Regency
     Centers, L.P. filed with the Delaware Secretary of State August 16, 2001.

Certificate of Merger of R&M Western Partnership, L.P. with and into Regency
     Centers, L.P. filed with the Delaware Secretary of State December 28, 2001.









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