Exhibit 3(ii)

                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                           REGENCY REALTY CORPORATION

      This corporation was incorporated on July 8, 1993, effective July 9, 1993,
under the name Regency Realty Corporation. Pursuant to Section 607.1007, Florida
Business  Corporation Act, restated Articles of Incorporation were approved at a
meeting of the directors of this  corporation  on October 28, 1996. The Restated
Articles of Incorporation adopted by the directors incorporate  previously filed
amendments and omit items of historical interest only. Accordingly,  shareholder
approval was not required.


ARTICLE 1

                                NAME AND ADDRESS

Section 1.1 Name.  The name of  the  corporation is Regency  Realty  Corporation
           (the "Corporation").

Section 1.2 Address of Principal Office.  The address of the principal office of
            the  Corporation  is  121 West Forsyth Street, Jacksonville, Florida
            32202.

ARTICLE 2

                                    DURATION

Section 2.1 Duration.  The Corporation shall exist perpetually.


ARTICLE 3

                                    PURPOSES

Sectio  3.1 Purposes.  This  corporation  is  organized  for  the  purpose  of
            transacting  any or all lawful  business  permitted under the laws
            of the United States and of the State of Florida.

ARTICLE 4

                                  CAPITAL STOCK

Section 4.1 Authorized Capital.  The maximum number of shares of stock which
            the Corporation  is  authorized  to have  outstanding  at any one
            time is forty-five million  (45,000,000)  shares (the  "Capital
            Stock")  divided  into  classes as follows:

(a)   Ten million  (10,000,000)  shares of preferred stock having a par value of
      $0.01 per share (the "Preferred Stock"), and which may be issued in one or
      more classes or series as further described in Section 4.2; and

(b)   Twenty-five  million  (25,000,000)  shares of voting common stock having a
      par value of $0.01 per share (the "Common Stock"); and

(c)   Ten  million  (10,000,000)  shares of common  stock  having a par value of
      $0.01 per share (the  "Special  Common  Stock") and which may be issued in
      one or more classes or series as further described in Section 4.4.

All such shares shall be issued fully paid and nonassessable.

Section 4.2 Preferred Stock. The Board of Directors is authorized to provide for
the  issuance of the  Preferred  Stock in one or more classes and in one or more
series within a class and, by filing the appropriate  Articles of Amendment with

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the Secretary of State of Florida which shall be effective  without  shareholder
action,  is  authorized to establish the number of shares to be included in each
class and each series and the  preferences,  limitations  and relative rights of
each class and each series. Such preferences must include the preferential right
to receive  distributions  of  dividends  or the  preferential  right to receive
distributions of assets upon the dissolution of the Corporation before shares of
Common Stock are entitled to receive such distributions.

Section 4.3 Voting Common Stock.  Holders of Voting Common Stock are entitled to
one vote per share on all matters  required by Florida law to be approved by the
shareholders.  Subject  to the  rights of any  outstanding  classes or series of
Preferred Stock having preferential dividend rights, holders of Common Stock are
entitled to such  dividends as may be declared by the Board of Directors  out of
funds lawfully  available  therefor.  Upon the  dissolution of the  Corporation,
holders of Common Stock are entitled to receive, pro rata in accordance with the
number of shares  owned by each,  the net  assets of the  Corporation  remaining
after the holders of any outstanding classes or series of Preferred Stock having
preferential rights to such assets have received the distributions to which they
are entitled.

Section 4.4 Special Common Stock.  The Board of  Directors  is  authorized  to
provide for the issuance of the Special  Common Stock in one or more classes and
in one or more series within a class and, by filing the appropriate  Articles of
Amendment  with the  Secretary  of State of  Florida  which  shall be  effective
without  shareholder  action, is authorized to establish the number of shares to
be  included  in each class and each  series and the  limitations  and  relative
rights of each class and each  series.  Each  class or series of Special  Common
Stock (1) shall bear  dividends,  pari passu with dividends on the Common Stock,
in such  amount as the  Board of  Directors  shall  determine,  (2)  shall  vote
together  with the Common  Stock,  and not  separately  as a class  except where
otherwise  required by law, on all matters on which the Common Stock is entitled
to vote, unless the Board of Directors  determines that any such class or series
shall have  limited  voting  rights or shall not be  entitled  to vote except as
otherwise required by law, (3) may be convertible or redeemable on such terms as
the Board of  Directors  may  determine,  and (4) may have such  other  relative
rights and limitations as the Board of Directors is allowed by law to determine.

ARTICLE 5

                                 REIT PROVISIONS

Section 5.1 Definitions.  For the  purposes  of this  Article 5, the  following
            terms shall have the following meanings:

(a)   "Acquire" shall mean the acquisition of Beneficial  Ownership of shares of
      Capital  Stock by any means  including,  without  limitation,  acquisition
      pursuant to the exercise of any option,  warrant, pledge or other security
      interest  or similar  right to acquire  shares,  but shall not include the
      acquisition of any such rights, unless, as a result, the acquirer would be
      considered a Beneficial  Owner as defined  below.  The term  "Acquisition"
      shall have the correlative meaning.

(b)   "Actual Owner" shall mean, with respect to any Capital Stock,  that Person
      who is required  to include in its gross  income any  dividends  paid with
      respect to such Capital Stock.

(c)   "Beneficial  Ownership" shall mean ownership of Capital Stock by a Person
      who would be treated as an owner of such shares of Capital Stock,  either
      directly or indirectly, under  Section  542(a)(2)  of the Code,  taking
      into  account  for this  purpose  (i) constructive  ownership  determined
      under  Section  544 of the Code,  as  modified by Section  856(h)(1)(B)
      of the Code (except where  expressly  provided  otherwise);  and (ii) any
      future  amendment to  the  Code  which  has the effect of modifying the
      ownership rules  under  Section   542(a)(2)  of  the  Code.   The  terms
      "Beneficial   Owner," "Beneficially Owns" and "Beneficially Owned" shall
      have the correlative meanings.

(d)   "Code" shall mean the Internal  Revenue Code of 1986,  as amended.  In the
      event of any future  amendments to the Code  involving the  renumbering of
      Code  sections,  the  Board of  Directors  may,  in its  sole  discretion,
      determine  that any  reference  to a Code  section  herein  shall mean the
      successor Code section pursuant to such amendment.


<PAGE>

(e)   "Constructive Ownership" shall mean ownership of Capital Stock by a Person
      who would be treated as an owner of such Capital Stock, either directly or
      constructively,  through the  application  of Section 318 of the Code,  as
      modified by Section 856(d)(5) of the Code. The terms "Constructive Owner',
      "Constructively   Owns"  and   "Constructively   Owned"   shall  have  the
      correlative meanings.

(f)   "Existing  Holder"  shall mean any of The Regency  Group, Inc., MEP, Ltd.,
      and The Regency Group II, Ltd. (and any Person who is a Beneficial  Owner
      of Capital Stock as  a  result  of   attribution  of the  Beneficial
      Ownership  from  any  of  the  Persons previously  identified)  who at the
      opening of business on the date after the Initial Public  Offering was the
      Beneficial  Owner of Capital Stock in excess of the Ownership Limit; and
      any Person who Acquires Beneficial Ownership from another Existing Holder,
      except  by  Acquisition  on the open  market,  so long as,  but only so
      long as,  such Person Beneficially Owns Capital Stock in excess of the
      Ownership Limit.

(g)   "Existing Holder Limit" for an Existing Holder shall mean,  initially,
      the percentage by value of the outstanding  Capital Stock  Beneficially
      Owned by such Existing Holder at the opening of business on the date
      after the Initial  Public  Offering,  and after any  adjustment  pursuant
      to Section 5.8 hereof,  shall mean such  percentage  of the  outstanding
      Capital Stock as so adjusted;  provided, however, that the Existing Holder
      Limit shall not be a percentage  which is less than the  Ownership  Limit
      or in excess of 9.8%.  Beginning  with  the date after the Initial Public
      Offering,  the Secretary of  the  Corporation  shall  maintain and, upon
      request,  make  available to each Existing Holder,  a schedule which sets
      forth the then current  Existing Holder Limits for each Existing Holder.

(h)   "Initial  Public  Offering"  means  the  closing  of the sale of shares of
      Common Stock pursuant to the  Corporation's  first effective  registration
      statement for such Common Stock filed under the Securities Act of 1933, as
      amended.

(i)   "Non-U.S.  Person"  shall  mean any  Person  who is not (i) a  citizen  or
      resident of the United States,  (ii) a partnership created or organized in
      the  United  States  or under the laws of the  United  States or any state
      therein (including the District of Columbia),  (iii) a corporation created
      or organized in the United  States or under the laws of the United  States
      or any state therein  (including  the District of  Columbia),  or (iv) any
      estate or trust (other than a foreign estate or foreign trust,  within the
      meaning of Section 7701(a)(31) of the Code).

(j)   "Ownership  Limit"  shall  initially  mean 7% by value of the  outstanding
      Capital Stock of the Corporation, and after any adjustment as set forth in
      Section  5.9,  shall mean such  greater  percentage  (but not greater than
      9.8%) by value of the outstanding Capital Stock as so adjusted.

(k)   "Person" shall mean an individual, corporation, partnership, estate, trust
      (including a trust  qualified  under Section  401(a) or  501(c)(17) of the
      Code),  a portion of a trust  permanently  set aside for or  to be used
      exclusively for the purposes  described in Section 642(c) of the Code,
      association,  private foundation within the meaning of Section 509(a) of
      the Code,  joint stock company or other entity,  and also includes a
      group  as that  term is used  for  purposes  of  Section  13(d)(3)  of the
      Securities Exchange Act of 1934, as amended;  but does not  include an
      underwriter retained by the Company which  participates  in a public
      offering of the Capital Stock for a period of 90 days  following the
      purchase by such  underwriter  of the Capital  Stock,  provided that
      ownership  of  Capital  Stock  by  such  underwriter  would  not  result
      in the Corporation  being "closely held" within the meaning of Section
      856(h) of the Code and would not otherwise result  in  the Corporation
      failing to quality as a REIT.

(l)   "REIT" shall mean a real estate  investment  trust under  Section 856 of
      the Code.

(m)   "Redemption  Price" shall mean  the  lower of  (i) the price paid by the
      transferee  from whom shares are being  redeemed and (ii) the average of
      the last reported sales price, regular way, on the New York Stock Exchange
      of the relevant class of Capital Stock on the ten trading days immediately
      preceding the date fixed for redemption by the Board of Directors, or if
      the relevant class of Capital Stock is  not  then traded on the New York
      Stock  Exchange,  the average of the last reported sales prices,  regular


<PAGE>

      way, of such class of Capital Stock (or, if sales prices,  regular way,
      are not reported,  the average of the  closing  bid and asked  prices) on
      the ten  trading  days  immediately preceding  the  relevant  date as
      reported on any  exchange or  quotation  system over which the Capital
      Stock may be traded,  or if such class of Capital Stock is not then traded
      over any  exchange  or  quotation system,  then the price  determined  in
      good faith by the Board of  Directors of the  Corporation  as the fair
      market value of such class of Capital Stock on the relevant date.

(n)   "Related  Tenant Owner" shall mean any  Constructive  Owner who also owns,
      directly or indirectly,  an interest in a Tenant,  which interest is equal
      to or greater than (i) 10% of the combined  voting power of all classes of
      stock of such  Tenant,  (ii) 10% of the  total  number  of  shares  of all
      classes  of  stock  of such  Tenant,  or  (iii)  if such  Tenant  is not a
      corporation, 10% of the assets or net profits of such Tenant.

(o)   "Related Tenant Limit" shall mean 9.8% by value of the outstanding Capital
      Stock of the Corporation.

(p)   "Restriction  Termination Date" shall mean the first day after the date of
      the Initial Public Offering on which the Corporation  determines  pursuant
      to  Section  5.13  that  it is no  longer  in  the  best  interest  of the
      Corporation to attempt to, or continue to, qualify as a REIT.

(q)   "Special  Shareholder" shall mean any of (i) Security Capital U.S. Realty,
      Security Capital Holdings S.A. and any Affiliate (as such term is defined
      in the  Stockholders Agreement) of Security  Capital U.S.  Realty or
      Security  Capital  Holdings S.A., (ii) any Investor (as such term is
      defined in Section 5.2 of the Stockholders Agreement), (iii) any bona fide
      financial institution  to whom Capital Stock is Transferred  in connection
      with any bona fide indebtedness  of any Investor or any Person  previously
      identified,  (iv) any Person who is considered a Beneficial  Owner of
      Capital Stock as a  result  of the  attribution  of  Beneficial  Ownership
      from  any  of  the  Persons  previously  identified  and  (v)  any  one or
      more Persons who  Acquire Beneficial Ownership from a Special Shareholder,
      except by Acquisition on the open market.

(r)   "Special  Shareholder Limit"  for  a  Special Shareholder shall  mean,
      initially,  45% of the  outstanding  shares of Common Stock, on a fully
      diluted basis, of the Corporation  and after any  adjustment  pursuant to
      Section 5.8 shall mean the  percentage  of the outstanding Capital Stock
      as so adjusted;  provided,  however, that if any Person and its Affiliates
      (taken as a whole), other than the Special Shareholder,  shall directly
      or indirectly own in the aggregate more than 45% of the outstanding shares
      of Common Stock,  on a fully  diluted  basis,  of the  Corporation,  the
      definition of "Special Shareholder   Limit"  shall  be  revised  in
      accordance   with  Section  5.8  of  the Stockholders   Agreement.
      Notwithstanding   the   foregoing   provisions  of   this definition,  if,
      as the result of any Special  Shareholder's  ownership  (taking  into
      account for this purpose  constructive  ownership  under  Section 544
      of the Code,  as modified by Section  856(h)(1)(B) of the Code) of shares
      of Capital Stock,  any Person who is an individual  within the meaning of
      Section 542(a)(2) of the Code (taking into account the ownership
      attribution rules under Section 544 of the Code, as modified by Section
      856(h) of the  Code) and who is the  Beneficial  Owner of any  interest
      in a Special  Shareholder  would be  considered to  Beneficially  Own more
      than 9.8% of the outstanding  shares of Capital Stock,  then unless such
      individual  reduces his or her interest in the Special Shareholder so that
      such  Person  no  longer  Beneficially  Owns  more  than 9.8% of  the
      outstanding  shares of Capital Stock,  the Special  Shareholder Limit
      shall be reduced to such  percentage  as would  result in such Person not
      being considered to  Beneficially  Own more than 9.8% of the  outstanding
      Shares of Capital  Stock.  Notwithstanding  anything contained herein to
      the contrary,  in no event shall the Special  Shareholder Limit be reduced
      below the Ownership  Limit.  At the request of the Special  Shareholders
      the Secretary of the  Corporation  shall  maintain and, upon request, make
      available to each Special  Shareholder a schedule which sets forth
      the then current Special Shareholder Limits for each Special Shareholder.

(s)   "Stock Purchase  Agreement" shall mean that Stock Purchase Agreement dated
      as of June 11,  1996,  by and  among  the  Corporation,  Security  Capital
      Holdings  S.A.,  and  Security  Capital  U.S.  Realty,  as the same may be
      amended from time to time.


<PAGE>

(t)   "Stockholders  Agreement" shall mean that Stockholders  Agreement dated as
      of July 10, 1996, by and among the Corporation,  Security Capital Holdings
      S.A., and Security  Capital U.S.  Realty,  as the same may be amended from
      time to time.

(u)   "Tenant" shall mean any tenant of (i) the  Corporation,  (ii) a subsidiary
      of the  Corporation  which is deemed to be a "qualified  REIT  subsidiary"
      under Section  856(i)(2) of the Code, or (iii) a partnership  in which the
      Corporation  or one  or  more  of its  qualified  REIT  subsidiaries  is a
      partner.

(v)   "Transfer"  shall  mean  any  sale, transfer,  gift,  assignment,  devise,
      or  other disposition  of  Capital  Stock or the right to vote or receive
      dividends  on Capital Stock  (including  (i) the granting of any option or
      entering  into any  agreement for the sale, transfer or other  disposition
      of  Capital  Stock or the right to vote or receive  dividends  on the
      Capital  Stock or (ii) the sale,  transfer,  assignment  or other
      disposition  or grant of any securities or rights  convertible or
      exchangeable for  Capital  Stock),  whether voluntarily or  involuntarily,
      whether  of record or Beneficially,  and whether by operation of law or
      otherwise;  provided,  however, that any bona fide pledge of Capital Stock
      shall not be deemed a Transfer  until such time as the pledgee effects an
      actual change in ownership of the pledged shares of Capital Stock.

Section 5.2  Restrictions  on  Transfer.  Except as provided in Section 5.11 and
Section 5.16, during the period commencing at the Initial Public Offering:

(a)   No Person (other than an Existing Holder or a Special  Shareholder)  shall
      Beneficially  Own  Capital  Stock in excess  of the  Ownership  Limit,  no
      Existing  Holder  shall  Beneficially  Own Capital  Stock in excess of the
      Existing Holder Limit for such Existing Holder and no Special  Shareholder
      shall Beneficially Own Capital Stock in excess of the Special  Shareholder
      Limit.

(b)   No Person shall  Constructively Own Capital Stock in excess of the Related
      Tenant Limit for more than thirty (30) days following the date such Person
      becomes a Related Tenant Owner.

(c)   Any Transfer that, if effective, would result in any Person (other than an
      Existing  Holder or a Special  Shareholder)  Beneficially  Owning  Capital
      Stock in excess of the  Ownership  Limit shall be void ab initio as to the
      Transfer of such Capital Stock which would be otherwise Beneficially Owned
      by such  Person  in  excess  of the  Ownership  Limit,  and  the  intended
      transferee shall Acquire no rights in such Capital Stock.

(d)   Any Transfer  that,  if  effective,  would  result in any Existing  Holder
      Beneficially  Owning  Capital Stock in excess of the  applicable  Existing
      Holder  Limit shall be void ab initio as to the  Transfer of such  Capital
      Stock which would be otherwise  Beneficially Owned by such Existing Holder
      in excess of the  applicable  Existing  Holder  Limit,  and such  Existing
      Holder shall Acquire no rights in such Capital Stock.

(e)   Any Transfer that, if effective,  would result in any Special  Shareholder
      Beneficially  Owning  Capital  Stock in excess of the  applicable  Special
      Shareholder  Limit  shall be void ab  initio  as to the  Transfer  of such
      Capital Stock which would be otherwise  Beneficially Owned by such Special
      Shareholder in excess of the applicable  Special  Shareholder  Limit,  and
      such Special Shareholder shall Acquire no rights in such Capital Stock.

(f)   Any Transfer that, if effective,  would result in any Related Tenant Owner
      Constructively  Owning Capital Stock in excess of the Related Tenant Limit
      shall be void ab initio as to the  Transfer  of such  Capital  Stock which
      would be otherwise  Constructively  Owned by such Related  Tenant Owner in
      excess of the Related  Tenant  Limit,  and the intended  transferee  shall
      Acquire no rights in such Capital Stock.

(g)   Any Transfer  that, if effective,  would result in the Capital Stock being
      beneficially owned by less than 100 Persons (within the meaning of Section
      856(a)(5)  of the Code) shall be void ab initio as to the Transfer of such
      Capital  Stock  which  would  be  otherwise   beneficially  owned  by  the
      transferee,  and the intended  transferee  shall Acquire no rights in such
      Capital Stock.


<PAGE>

(h)   Any Transfer  that, if effective,  would result in the  Corporation  being
      "closely  held" within the meaning of Section  856(h) of the Code shall be
      void ab initio as to the  portion of any  Transfer  of the  Capital  Stock
      which would cause the  Corporation to be "closely held" within the meaning
      of Section 856(h) of the Code, and the intended  transferee  shall Acquire
      no rights in such Capital Stock.

(i)   Any   other   Transfer   that,   if   effective,   would   result  in  the
      disqualification  of  the  Corporation  as a REIT  by  virtue  of  actual,
      Beneficial  or  Constructive  Ownership of Capital  Stock shall be void ab
      initio   as  to  such   portion   of  the   Transfer   resulting   in  the
      disqualification,  and the intended  transferee shall Acquire no rights in
      such Capital Stock.

Section 5.3 Remedies for Breach.
-------------------------------

(a)   If the Board of  Directors  or a  committee  thereof shall at any time
      determine in good faith that a Transfer  has taken  place that falls
      within the scope of Section 5.2 or that  a  Person  intends  to  Acquire
      Beneficial  Ownership  of  any  shares  of  the  Corporation  that would
      result in a  violation  of Section  5.2  (whether or not such violation is
      intended),  the Board of Directors or a committee thereof shall take such
      action as it or they deem  advisable  to refuse to give  effect to or to
      prevent  such Transfer,  including,  but not limited to, refusing to give
      effect to such Transfer on the books of the  Corporation  or  instituting
      proceedings  to enjoin such  Transfer, subject, however, in all cases to
      the provisions of Section 5.16.

(b)   Without  limitation  to Sections 5.2 and 5.3(a), any purported  transferee
      of shares Acquired in violation of Section 5.2 and any Person  retaining
      shares in violation of Section 5.2(b) shall be deemed to have acted as
      agent on behalf of the  Corporation in holding  those  shares  Acquired or
      retained in  violation of Section 5.2 and shall be deemed  to hold  such
      shares  in  trust  on  behalf  of and for  the  benefit  of the
      Corporation.  Such  shares  shall be deemed a separate  class of stock
      until such time as the shares are sold or redeemed as provided in Section
      5.3(c).  The holder  shall have no  right to  receive  dividends or other
      distributions  with  respect  to such shares,  and shall have no right to
      vote  such  shares.  Such  holder  shall  have no claim,  cause of action
      or any other  recourse  whatsoever  against any  transferor of shares
      Acquired in violation of Section 5.2. The holder's sole right with respect
      to such shares shall be to receive, at the Corporation's sole and absolute
      discretion, either (i)  consideration for such shares upon the resale of
      the shares as directed by the  Corporation  pursuant to Section 5.3(c) or
      (ii) the Redemption  Price pursuant to  Section  5.3(c).  Any distribution
      by the  Corporation  in  respect  of such  shares Acquired or retained in
      violation  of Section 5.2 shall be repaid to the  Corporation upon demand.

(c)   The Board of Directors  shall,  within six months after receiving notice
      of a Transfer or  Acquisition  that  violates  Section 5.2 or a retention
      of shares in violation of Section  5.2(b),  either  (in  its  sole  and
      absolute  discretion,  subject  to  the requirements  of Florida law
      applicable to  redemption)  (i) direct the holder of such shares  to sell
      all  shares  held in trust for the  Corporation  pursuant  to  Section
      5.3(b) for cash in such manner as the Board of  Directors  directs or (ii)
      redeem such shares for the  Redemption  Price in cash on such date within
      such six month period as the Board of Directors  may  determine.  If the
      Board of Directors  directs the holder  to sell the shares,  the holder
      shall  receive  such  proceeds as the trustee for the Corporation  and pay
      the Corporation out of the proceeds of such sale (i) all expense incurred
      by the Corporation in connection  with such sale,  plus (ii) any remaining
      amount of such  proceeds  that  exceeds  the amount paid by the holder for
      the shares,  and the holder shall be entitled to retain only the amount of
      such  proceeds in excess of the amount required to be paid to the
      Corporation.

Section 5.4 Notice of Restricted Transfer. Any Person who Acquires,  attempts or
intends to Acquire, or retains shares in violation of Section 5.2 shall
immediately give written notice to the Corporation of such event and shall
provide to the Corporation such other information as the Corporation may request
in order to determine the effect, if any, of such Transfer, attempted  or
intended Transfer, or retention, on the Corporation's status as a REIT.


<PAGE>

Section 5.5 Owners Required to Provide Information. From the date of the Initial
Public Offering and prior to the Restriction Termination Date:

(a)   Every  shareholder  of record of more than 5% by value (or such  lower
      percentage  as required by the Code or the  regulations  promulgated
      thereunder) of the  outstanding Capital  Stock of the  Corporation  shall,
      within 30 days after  December  31 of each year,  give  written  notice to
      the  Corporation  stating the name and address of such record shareholder,
      the  number and class of shares of  Capital  Stock  Beneficially Owned  by
      it,  and a description of how such  shares  are  held;  provided  that a
      shareholder  of record  who holds  outstanding  Capital  Stock of the
      Corporation  as nominee for another Person,  which  Person is required to
      include in its gross income the dividends  received on such Capital Stock
      (an "Actual Owner"),  shall give written notice to the Corporation stating
      the name and address of such Actual  Owner and the number and class of
      shares of such Actual Owner with respect to which the  shareholder of
      record  is  nominee.  Each  such  shareholder  of  record  shall  provide
      to  the Corporation  such  additional  information as the  Corporation may
      request in order to determine  the  effect,  if any, of such  Beneficial
      Ownership  on the  Corporation's status as a REIT.

(b)   Every Actual Owner of more than 5% by value (or such lower  percentage  as
      required  by  the  Code  or  Regulations  promulgated  thereunder)  of the
      outstanding  Capital Stock of the  Corporation who is not a shareholder of
      record of the Corporation,  shall within 30 days after December 31 of each
      year, give written notice to the Corporation  stating the name and address
      of such Actual Owner, the number and class of shares  Beneficially  Owned,
      and a description of how such shares are held.

(c)   Each  Person who is a  Beneficial  Owner of Capital  Stock and each Person
      (including the  shareholder of record) who is holding  Capital Stock for a
      Beneficial  Owner shall provide to the Corporation such information as the
      Corporation  may  request,  in good  faith,  in  order  to  determine  the
      Corporation's status as a REIT.

(d)   Nothing in this Section 5.5 or any request pursuant hereto shall be deemed
      to waive any limitation in Section 5.2.

Section 5.6 Remedies Not Limited.  Except as provided in Section  5.15,  nothing
contained in this Article shall limit the authority of the Board of Directors to
take such  other  action as it deems  necessary  or  advisable  to  protect  the
Corporation   and  the  interests  of  its   shareholders   in  preserving   the
Corporation's status as a REIT.

Section 5.7 Ambiguity.  In the case of an ambiguity in the application of any of
the  provisions of this Article 5, including  without  limitation any definition
contained in Section 5.1 and any  determination  of  Beneficial  Ownership,  the
Board of Directors in its sole discretion  shall have the power to determine the
application  of the  provisions  of this Article 5 with respect to any situation
based on the facts known to it.

Section 5.8  Modification  of  Existing  Holder  Limits and Special  Shareholder
Limits.  Subject to the provisions of Section 5.10,  the Existing  Holder Limits
may or shall, as provided below, be modified as follows:

(a)   Any  Existing  Holder or Special Shareholder  may Transfer  Capital  Stock
      to another Person,  and, so long  as such  Transfer is not on the open
      market,  any such  Transfer will decrease the Existing Holder Limit or
      Special  Shareholder  Limit, as applicable, for such  transferor (but not
      below the  Ownership  Limit) and  increase the Existing Holder Limit or
      Special  Shareholder Limit, as applicable,  for such transferee by the
      percentage of the outstanding Capital Stock so transferred. The transferor
      Existing Holder or Special  Shareholder,  as  applicable,  shall give the
      Board of Directors of the  Corporation  prompt  written  notice of any
      such  transfer.  Any  Transfer  by an Existing  Holder  or Special
      Shareholder  on the open market shall neither  reduce its Existing Holder
      Limit or Special  Shareholder  Limit, as applicable,  nor increase the
      Ownership Limit, Existing Holder Limit or Special Shareholder Limit of the
      transferee.(b)   Any grant of Capital Stock or a stock option  pursuant to
      any benefit plan for  directors or employees  shall  increase the Existing
      Holder Limit or Special  Shareholder  Limit for the affected  Existing
      Holder or Special Shareholder,  as the case may be, to the  maximum extent
      possible  under Section  5.10 to permit the  Beneficial Ownership  of the
      Capital  Stock granted or issuable under such employee benefit plan.


<PAGE>

(c)   The  Board of  Directors  may  reduce  the  Existing  Holder  Limit of any
      Existing Holder,  with the written consent of such Existing Holder,  after
      any Transfer  permitted in this Article 5 by such  Existing  Holder on the
      open market.

(d)   Any  Capital  Stock  issued to an Existing  Holder or Special  Shareholder
      pursuant to a dividend  reinvestment plan adopted by the Corporation shall
      increase the Existing  Holder Limit or Special  Shareholder  Limit, as the
      case may be, for the Existing Holder or Special Shareholder to the maximum
      extent  possible under Section 5.10 to permit the Beneficial  Ownership of
      such Capital Stock.

(e)   Any Capital Stock issued to an Existing  Holder or Special  Shareholder in
      exchange for the contribution or sale to the Corporation of real property,
      including  Capital  Stock issued  pursuant to an  "earn-out"  provision in
      connection with any such sale, shall increase the Existing Holder Limit or
      Special  Shareholder Limit, as the case may be, for the Existing Holder or
      Special  Shareholder to the maximum extent  possible under Section 5.10 to
      permit the Beneficial Ownership of such Capital Stock.

(f)   The  Special  Shareholder  Limit  shall be  increased,  from time to time,
      whenever  there  is  an  increase  in  Special  Shareholders'   percentage
      ownership  (taking into account for this  purpose  constructive  ownership
      under Section 544 of the Code, as modified by Section  856(h)(1)(B) of the
      Code) of the Capital Stock (or any other capital stock) of the Corporation
      due to any event other than the  purchase  of Capital  Stock (or any other
      capital stock) of the Corporation by a Special  Shareholder,  by an amount
      equal to such percentage  increase  multiplied by the Special  Shareholder
      Limit.

(g)   The Board of Directors  may reduce the Special  Shareholder  Limit for any
      Special Shareholder and the Existing Holder Limit for any Existing Holder,
      as applicable,  after the lapse (without  exercise) of an option described
      in Clause (b) of this Section 5.8 by the  percentage of Capital Stock that
      the option, if exercised,  would have  represented,  but in either case no
      Existing Holder Limit or Special  Shareholder  Limit shall be reduced to a
      percentage which is less than the Ownership Limit.

Section 5.9 Modification of Ownership Limit. Subject to the limitations provided
in  Section  5.10,  the Board of  Directors  may from time to time  increase  or
decrease the Ownership Limit;  provided,  however, that any decrease may only be
made  prospectively as to subsequent  holders (other than a decrease as a result
of a retroactive  change in existing law that would require a decrease to retain
REIT status, in which case such decrease shall be effective immediately).

Section 5.10      Limitations  on  Modifications.  Notwithstanding  any other
                  provision  of his Article 5:

(a)   Neither  the  Ownership  Limit,  the  Special  Shareholder  Limit  nor any
      Existing  Holder  Limit may be increased  if, after giving  effect to such
      increase,  five Persons who are considered individuals pursuant to Section
      542(a)(2)  of the Code  (taking  into  account  all of the  then  Existing
      Holders  and  Special   Shareholders)   could  Beneficially  Own,  in  the
      aggregate, more than 49.5% by value of the outstanding Capital Stock.

(b)   Prior to the  modification of any Existing Holder Limit or Ownership Limit
      pursuant to Section 5.8 or 5.9, the Board of Directors of the  Corporation
      may  require  such  opinions  of  counsel,  affidavits,   undertakings  or
      agreements as it may deem  necessary or advisable in order to determine or
      insure the Corporation's status as a REIT.

(c)   No Existing Holder Limit or Special  Shareholder Limit may be a percentage
      which is less than the Ownership Limit.

(d)   The Ownership Limit may not be increased to a percentage which is greater
      than 9.8%.

Section 5.11  Exceptions.  The Board of Directors  may, upon receipt of either a
certified  copy of a ruling of the  Internal  Revenue  Service,  an  opinion  of
counsel  satisfactory  to the Board of Directors  or such other  evidence as the
Board of  Directors  deems  appropriate,  but shall in no case be  required  to,
exempt a Person (the "Exempted  Holder") from the Ownership  Limit,  the Special
Shareholder Limit, the Existing Holder Limit or the Related Tenant Limit, as the
case may be, if the ruling or opinion  concludes or the other evidence shows (A)

<PAGE>

that no Person who is an individual as defined in Section  542(a)(2) of the Code
will,  as the result of the ownership of the shares by the Exempted  Holder,  be
considered to have Beneficial  Ownership of an amount of Capital Stock that will
violate the Ownership  Limit,  the Special  Shareholder  Limit or the applicable
Existing Holder Limit, as the case may be, or (B) in the case of an exception of
a Person  from the  Related  Tenant  Limit that the  exemption  from the Related
Tenant Limit would not cause the  Corporation  to fail to qualify as a REIT. The
Board of  Directors  may  condition  its  granting  of a waiver on the  Exempted
Holder's  agreeing  to such  terms  and  conditions  as the  Board of  Directors
determines to be appropriate in the circumstances.

Section 5.12 Legend.  All certificates  representing  shares of Capital Stock of
the Corporation  shall bear a legend  referencing the  restrictions on ownership
and transfer as set forth in these Articles. The form and content of such legend
shall be determined by the Board of Directors.

Section 5.13  Termination of REIT Status.  The Board of Directors may revoke the
Corporation's  election of REIT status as provided in Section  856(g)(2)  of the
Code if, in its discretion, the qualification of the Corporation as a REIT is no
longer  in the  best  interests  of the  Corporation.  Notwithstanding  any such
revocation or other termination of REIT status, the provisions of this Article 5
shall remain in effect unless amended pursuant to the provisions of Article 10.

Section 5.14 Certain Transfers to Non-U.S.  Persons Void. Any Transfer of shares
of  Capital  Stock  of the  Corporation  to any  Person  (other  than a  Special
Shareholder)  that  results  in the fair  market  value of the shares of Capital
Stock of the  Corporation  owned directly and indirectly by Non-U.S.  Persons to
comprise  50% or more of the fair  market  value of the issued  and  outstanding
shares  of  Capital  Stock  of  the  Corporation  (determined,   until  the  15%
Termination Date (as defined in the Stockholders Agreement), if any, by assuming
that the Special Shareholders are Non-U.S.  Persons, and own a percentage of the
outstanding  shares of Common Stock of the Corporation  equal to 45%, on a fully
diluted  basis),  shall be void ab initio to the fullest extent  permitted under
applicable law and the intended  transferee shall be deemed never to have had an
interest therein. If the foregoing provision is determined to be void or invalid
by virtue of any legal decision,  statute,  rule or regulation,  then the shares
held or purported to be held by the transferee shall,  automatically and without
the  necessity  of any action by the Board of  Directors  or  otherwise,  (i) be
prohibited  from  being  voted at any time  such  securities  result in the fair
market value of the shares of Capital Stock of the  Corporation  owned  directly
and  indirectly  by Non-U.S.  Persons to comprise 50% or more of the fair market
value of the issued and  outstanding  shares of Capital Stock of the Corporation
(determined,  until the 15% Termination  Date, if any, assuming that the Special
Shareholders  are  Non-U.S.  Persons,  and own a percentage  of the  outstanding
shares of  Common  Stock of the  Corporation  equal to 45%,  on a fully  diluted
basis),  (ii) not be  entitled  to  dividends  with  respect  thereto,  (iii) be
considered  held in trust by the transferee  for the benefit of the  Corporation
and shall be subject to the  provisions  of Section  5.3(c) as if such shares of
Capital Stock were the subject of a Transfer that violates Section 5.2, and (iv)
not be  considered  outstanding  for the purpose of  determining a quorum at any
meeting of shareholders.

Section 5.15  Severability.  If any provision of this Article or any application
of any such  provision is determined to be invalid by any federal or state court
having  jurisdiction over the issues,  the validity of the remaining  provisions
shall not be affected and the application of such  provisions  shall be affected
only to the extent necessary to comply with the determination of such court.

Section  5.16 New York Stock  Exchange  Transactions.  Nothing in this Article 5
shall  preclude  the  settlement  of any  transaction  entered  into through the
facilities of the New York Stock Exchange."

ARTICLE 6

                           REGISTERED OFFICE AND AGENT

Section 6.1 Name and Address. The street address of the registered office of the
Corporation is 200 Laura Street,  Jacksonville,  Florida 32202,  and the name of
the initial registered agent of this Corporation at that address is F & L Corp.


<PAGE>

ARTICLE 7

                                    DIRECTORS

Section 7.1 Number.  The number of directors may be increased or diminished from
time to time by the bylaws,  but shall never be more than  fifteen  (15) or less
than three (3).

Section  7.2  Classification.  The  Directors  shall be  classified  into  three
classes,  as nearly equal in number as possible.  At each annual  meeting of the
shareholders of the Corporation, the date of which shall be fixed by or pursuant
to the Bylaws of the Corporation, the successors of the class of directors whose
terms expire at that meeting shall be elected to hold office for a term expiring
at the annual meeting of shareholders  held in the third year following the year
of their election.

ARTICLE 8

                                     BYLAWS

Section 8.1 Bylaws.  The Bylaws may be amended or repealed  from time to time by
either the Board of  Directors or the  shareholders,  but the Board of Directors
shall not alter,  amend or repeal any Bylaw adopted by the  shareholders  if the
shareholders  specifically provide that the Bylaw is not subject to amendment or
repeal by the Board of Directors.

ARTICLE 9

                                 INDEMNIFICATION

Section  9.1  Indemnification.  The Board of  Directors  is hereby  specifically
authorized  to  make  provision  for  indemnification  of  directors,  officers,
employees and agents to the full extent permitted by law.

ARTICLE 10

                                    AMENDMENT

Section 10.1 Amendment.  The  Corporation  reserves the right to amend or repeal
any provision contained in these Amended and Restated Articles of Incorporation,
and any right conferred upon the shareholders is subject to this reservation.

      IN WITNESS  WHEREOF,  the  undersigned  President of the  Corporation  has
executed these Restated Articles this 1st day of November, 1996.


                                       /s/ Martin E. Stein, Jr.
                                       ------------------------
                                       Martin E. Stein, Jr., President




<PAGE>

                         ACCEPTANCE BY REGISTERED AGENT


      Having  been  named to accept  service  of  process  for the  above-stated
corporation,  at the place designated in the above Articles of Incorporation,  I
hereby  agree to act in this  capacity,  and I further  agree to comply with the
provisions of all statutes relative to the proper and complete performance of my
duties. I am familiar with and I accept the obligations of a registered agent.

                                       F & L CORP., Registered Agent


                                       /s/ Charles V. Hedrick
                                       ----------------------
                                       Charles V. Hedrick, Authorized Signatory


                                       Date:  November 4, 1996




<PAGE>

                 ADDENDUM TO RESTATED ARTICLES OF INCORPORATION
                                       of
                           REGENCY REALTY CORPORATION


                                 DESIGNATION OF
                         CLASS B NON-VOTING COMMON STOCK
                                 $0.01 PAR VALUE
        (Filed with the Florida Department of State on December 20, 1995)

                       Pursuant to Section 607.0602 of the
                        Florida Business Corporation Act

                                ----------------

      Pursuant to the authority  expressly conferred upon the Board of Directors
by Section 4.4 of the Restated Articles of Incorporation of the Corporation,  as
amended,  in accordance  with the provisions of Section  607.0602 of the Florida
Business  Corporation  Act,  the Board of  Directors,  at meetings  duly held on
October 23, 1995 and December 14, 1995,  duly adopted the  following  resolution
providing for an issue of a class of the  Corporation's  Special Common Stock to
be  designated  Class B Non-Voting  Common Stock,  $0.01 par value.  Shareholder
action was not required with respect to such designation.

      "RESOLVED,  that  pursuant  to  the  authority  expressly  granted  to the
Corporation's  Board of  Directors  by Section 4.4 of the  Restated  Articles of
Incorporation  of the  Corporation,  as amended,  the Board of Directors  hereby
establishes a class of the Corporation's  Special Common Stock,  $0.01 par value
per  share,  and  hereby  fixes the  designation,  the  number of shares and the
relative rights, preferences and limitations thereof as follows:

         1.     Designation. The designation of the class of Special Common
Stock created by this resolution shall be Class B Non-Voting Convertible Common
Stock, $0.01 par value (hereinafter referred to as "Class B Common  Stock"),
and the number of shares constituting such class shall be two million five
hundred thousand (2,500,000) shares.

         2.     Dividend Rights.

                (a)     Subject to the  rights of classes or series of Preferred
Stock now in existence or which may from time to time come into  existence,  the
holders  of  shares  of  Class B  Common  Stock  shall be  entitled  to  receive
dividends, when, as and if declared by the Board of Directors, out of any assets
legally available therefor,  pari passu with any dividend (payable other than in
voting common stock of the Corporation  (hereinafter  referred to as the "Common
Stock")) on the Common Stock of the  Corporation,  in the amount per share equal
to the Class B Dividend Amount,  as in effect from time to time. The initial per
share Class B Dividend Amount per annum shall be equal to $1.9369. Each calendar
quarter  hereafter  (or if the Original  Issue Date is not on the first day of a
calendar quarter, the period beginning on the date of issuance and ending on the
last day of the calendar  quarter of issuance) is referred to  hereinafter  as a
"Dividend  Period."  The amount of  dividends  payable with respect to each full
Dividend  Period for the Class B Common  Stock shall be computed by dividing the
Class B Dividend  Amount by four.  The amount of dividends on the Class B Common
Stock payable with respect to the initial Dividend  Period,  or any other period
shorter or longer than a full Dividend Period,  shall be computed ratably on the
basis of the actual number of days in such Dividend Period.  In the event of any
change in the quarterly  cash dividend per share  applicable to the Common Stock
after the date of these  Articles of Amendment,  the quarterly cash dividend per
share on the Class B Common Stock shall be adjusted for the same dividend period
by an amount  computed by (1) multiplying the amount of the change in the Common
Stock dividend (2) times the Conversion Ratio (as defined in Section 4.(a)).

                (b)   In the event the Corporation  shall declare a distribution
payable in (i)  securities  of other  persons,  (ii)  evidences of  indebtedness
issued  by the  Corporation  or other  persons,  (iii)  assets  (excluding  cash
dividends)  or (iv) options or rights to purchase  capital stock or evidences of
indebtedness  in the  Corporation or other persons,  then, in each such case for
the purpose of this Section 2.(b), the holders of the Class B Common Stock shall
be entitled to a  proportionate  share of any such  distribution  as though they
were the holders of the number of shares of Common Stock of the Corporation into
which their shares of Class B Common Stock are or would be convertible (assuming
such shares of Class B Common Stock were then convertible).


<PAGE>

            3. Liquidation  Preference.  The holders of record of Class B Common
Stock shall not be entitled to any liquidation  preference.  In the event of any
liquidation,  dissolution  or  winding  up of the  affairs  of the  Corporation,
whether voluntary or involuntary,  the holders of record of Class B Common Stock
shall be treated  pari passu with the  holders of record of Common  Stock,  with
each  holder of record of Class B Common  Stock being  entitled to receive  that
amount  which such  holder  would be  entitled  to  receive  if such  holder had
converted  all its Class B Common Stock into Common Stock  immediately  prior to
the liquidating distribution in question.

            4.    Conversion.

                  (a)  Conversion  Date and Conversion  Ratio.  Beginning on the
three-year  anniversary  date of the  Original  Issue Date  thereof  (the "Third
Anniversary"),  the  holders  of shares of Class B Common  Stock  shall have the
right, at their option,  at any time and from time to time, to convert each such
shares into  1.1901872  (hereinafter  referred to as "Conversion  Ratio",  which
shall be subject to adjustment as hereinafter provided) shares of fully paid and
nonassessable shares of Common Stock; provided, however, that no holder of Class
B Common Stock shall be entitled to convert  shares of Class B Common Stock into
Common  Stock  pursuant  to the  foregoing  provision,  if,  as a result of such
conversion  such person (x) would become the Beneficial  Owner of more than 4.9%
of the Corporation's  outstanding Common Stock (the "Percentage  Limit"), or (y)
would acquire upon such  conversion  during any consecutive  three-month  period
more than  495,911  shares of Common  Stock (the "Share  Limit,"  which shall be
subject to adjustment as hereinafter provided).  Beneficial Owner shall have the
meaning set forth in Rule 13d-3 under the  Securities  Exchange  Act of 1934 (or
any successor provision thereto). Notwithstanding the foregoing, such conversion
right  may  be  exercised  from  time  to  time  after  the  Third   Anniversary
irrespective of the Percentage Limit or the Share Limit (and no conversion limit
shall apply) as follows:

            (A) If the holder duly exercises  piggyback  registration  rights in
      connection with an underwritten public offering pursuant to a Registration
      Rights  Agreement  executed by the  Corporation  on August 25,  1995,  the
      holder  shall be  entitled  to  convert  shares  of  Class B Common  Stock
      effective at the closing of the offering in an amount sufficient to enable
      the  holder  to honor its sale  obligations  to the  underwriters  at such
      closing,  even though the amount so converted exceeds the Percentage Limit
      or the Share Limit; and

            (B) If (x) the holder arranges for the sale of Common Stock issuable
      upon  conversion  of Class B Common Stock in a  transaction  that complies
      with  applicable  securities laws and with the  Corporation's  Amended and
      Restated  Articles of  Incorporation  as then in effect which  transaction
      will not be effected on a  securities  exchange or through an  established
      quotation  system or in the  over-the-counter  market,  and (y) the holder
      provides the Corporation with copies of written documentation  relating to
      the transaction  sufficient to enable the Corporation to determine whether
      the transaction meets the requirements of the preceding clause, the holder
      shall be entitled to convert  shares of Class B Common Stock  effective at
      the closing of the sale in an amount  sufficient  for the holder to effect
      the  transaction  at such  closing,  even  though the amount so  converted
      exceeds the Percentage Limit or the Share Limit.

      In addition, notwithstanding the foregoing, the conversion right set forth
above may be exercised without regard to the Percentage Limit or the Share Limit
(and no conversion limit shall apply) before the Third Anniversary if one of the
following conditions has occurred:

                        (i)  For  any  two  consecutive  fiscal  quarters,   the
      aggregate  amount  outstanding  as of the end of the quarter under (1) all
      mortgage indebtedness of the Corporation and its consolidated entities and
      (2)  unsecured  indebtedness  of  the  Corporation  and  its  consolidated
      entities for money borrowed that has not been made  generally  subordinate
      to any other  indebtedness  for borrowed  money of the  Corporation or any
      consolidated entity exceeds sixty five percent (65%) of the amount arrived
      at by (A)  taking  the  Corporation's  consolidated  gross  revenues  less
      property-related   expenses,   including  real  estate  taxes,  insurance,
      maintenance and utilities,  but excluding  depreciation,  amortization and

<PAGE>

      corporate general and administrative expenses, for the quarter in question
      and the  immediately  preceding  quarter,  (B)  multiplying  the amount in
      clause A by two (2), and (C) dividing the resulting product in clause B by
      nine  percent  (9%)  (all as such  items  of  indebtedness,  revenues  and
      expenses are reported in consolidated  financial  statements  contained in
      the  Corporation's  Form 10-Ks and Form 10-Qs as filed with the Securities
      and Exchange Commission); or

                        (ii)  In the event  that (1) Martin E.  Stein,  Jr. has
      ceased to be an executive  officer of the  Corporation,  or (2) Bruce M.
      Johnson and any one of (a) Richard E. Cook, (b) Robert C. Gillander,  Jr.
      or (c) James D. Thompson have ceased to be executive  officers of the
      Corporation,  or (3) all of Richard E. Cook,  Robert C. Gillander,  Jr.,
      and James.  D. Thompson  have ceased to be executive  officers of the
      Corporation; or

                        (iii) If (A) the Corporation shall be party to, or shall
      have  announced  or  entered  into  an  agreement  for,  any   transaction
      (including,  without limitation, a merger, consolidation,  statutory share
      exchange or sale of all or  substantially  all of its assets  (each of the
      foregoing being referred to herein as a "Transaction")), in each case as a
      result  of  which  shares  of  Common  Stock  shall  have  been or will be
      converted  into the right to receive  stock,  securities or other property
      (including cash or any combination  thereof) or which has resulted or will
      result in the holders of Common Stock immediately prior to the Transaction
      owning less than 50% of the Common Stock after the  Transaction,  or (B) a
      "change of control" as defined in the next sentence occurs with respect to
      the Corporation. A change of control shall mean the acquisition (including
      by virtue of a merger,  share exchange or other business  combination)  by
      one stockholder or a group of stockholders  acting in concert of the power
      to  elect  a  majority  of  the  Corporation's  board  of  directors.  The
      Corporation  shall notify the holder of Class B Common  Stock  promptly if
      any of the events listed in this Section 4.(a)(iii) shall occur.

      Calculations set forth in Section 4.(a)(i) shall be made without regard to
unconsolidated  indebtedness incurred as a joint venture partner, and the effect
of  any   unconsolidated   joint   venture,   including  any  income  from  such
unconsolidated joint venture,  shall be excluded for purposes of the calculation
set forth in Section 4.(a)(i).

                  (b) Procedure for  Conversion.  In order to convert  shares of
Class B Common Stock into Common Stock,  the holder thereof shall  surrender the
certificate(s)  therefor,  duly endorsed if the Corporation shall so require, or
accompanied  by  appropriate   instruments  of  transfer   satisfactory  to  the
Corporation,  at the office of any transfer  agent for the Class B Common Stock,
or if  there  is no  such  transfer  agent,  at  the  principal  offices  of the
Corporation,  or at such other office as may be designated  by the  Corporation,
together with written notice that such holder irrevocably elects to convert such
shares.  Such notice shall also state the name(s) and  address(es) in which such
holder wishes the  certificate(s)  for the shares of Common Stock  issuable upon
conversion to be issued.  As soon as  practicable  thereafter,  the  Corporation
shall issue and deliver at said office a  certificate  or  certificates  for the
number of shares of Common Stock issuable upon conversion of the shares of Class
B Common Stock duly  surrendered  for conversion,  to the person(s)  entitled to
receive  the same.  Shares of Class B Common  Stock shall be deemed to have been
converted  immediately  prior to the close of  business on the date on which the
certificates  therefor  and  notice of  election  to  convert  the same are duly
received by the Corporation in accordance with the foregoing provisions, and the
person(s)  entitled to receive the Common Stock  issuable  upon such  conversion
shall be deemed for all purposes as record  holder(s) of such Common Stock as of
the close of business on such date.

                  (c) No Fractional Shares. No fractional shares shall be issued
upon conversion of the Class B Common Stock into Common Stock, and the number of
shares of Common Stock to be issued shall be rounded to the nearest whole share.
Whether or not  fractional  shares are issuable  upon such  conversion  shall be
determined  on the basis of the total  number of shares of Class B Common  Stock
the holder is at the time  converting into Common Stock and the number of shares
of Common Stock issuable upon such aggregate conversion.


<PAGE>

                  (d) Payment of Adjusted Accrued Dividends Upon Conversion.  On
the next  dividend  payment  date (or such  later date as is  permitted  in this
Section 4.(d) following any conversion  hereunder,  the Corporation shall pay in
cash Adjusted  Accrued  Dividends (as defined below) on shares of Class B Common
Stock so converted.  The holder shall be entitled to receive  accrued and unpaid
dividends  accrued to and including the conversion date on the shares of Class B
Common Stock  converted  (assuming that such  dividends  accrue ratably each day
that such shares are  outstanding),  less an amount equal to the  pre-conversion
portion of the  dividends  paid on the shares of Common  Stock  issued upon such
conversion  the record date for which such Common  Stock  dividend  occurs on or
after the conversion  date but before the  three-month  anniversary  date of the
conversion date (the "Subsequent Record Date").  The  pre-conversion  portion of
such  Common  Stock   dividend  means  that  portion  of  such  dividend  as  is
attributable  to the period ending on the  conversion  date,  assuming that such
dividend  accrues ratably during the period that (i) begins on the day after the
last Common Stock dividend record date occurring  before such Subsequent  Record
Date and (ii) ends on such  Subsequent  Record Date. The term "Adjusted  Accrued
Dividends"  means the amount arrived at through the application of the foregoing
formula. Adjusted Accrued Dividends shall not be less than zero. The formula for
Adjusted  Accrued  Dividends  shall be applied to effectuate  the  Corporation's
intent that the holder converting shares of Class B Common Stock to Common Stock
shall be entitled to receive dividends on such shares of Class B Common Stock up
to and including the  conversion  date and shall be entitled to the dividends on
the  shares of Common  Stock  issued  upon such  conversion  which are deemed to
accrue  beginning on the first day after the  conversion  date, but shall not be
entitled  to  dividends  attributable  to the same period for both the shares of
Class B Common Stock  converted  and the shares of Common Stock issued upon such
conversion.

The  Corporation  shall be  entitled  to  withhold  (to the  extent
consistent with the intent to avoid double dividends for overlapping portions of
Class B Common Stock and Common Stock dividend  periods) the payment of Adjusted
Accrued  Dividends  until the Common  Stock  dividend  declaration  date for the
applicable  Subsequent  Record  Date,  even though  such date  occurs  after the
applicable  dividend  payment date with respect to the Class B Common Stock,  in
which  event the  Corporation  shall mail to each holder who  converted  Class B
Common Stock a check for the Adjusted Accrued  Dividends thereon within five (5)
business  days after such  Common  Stock  dividend  declaration  date.  Adjusted
Accrued  Dividends  shall be  accompanied by an explanation of how such Adjusted
Accrued  Dividends have been calculated.  Adjusted  Accrued  Dividends shall not
bear interest.

            5.    Adjustments.

                  (a) In the event the  Corporation  shall at any time (i) pay a
dividend or make a  distribution  to holders of Common Stock in shares of Common
Stock,  (ii)  subdivide  its  outstanding  shares of Common  Stock into a larger
number of shares, or (iii) combine its outstanding shares of Common Stock into a
smaller  number of shares,  the  Conversion  Ratio and the Share  Limit shall be
adjusted on the effective  date of the dividend,  distribution,  subdivision  or
combination by multiplying the Conversion  Ratio or the Share Limit (as the case
may be) by a fraction,  the  numerator of which shall be the number of shares of
Common  Stock  outstanding  immediately  prior to such  dividend,  distribution,
subdivision or combination  and the  denominator of which shall be the number of
shares  of  Common   Stock   outstanding   immediately   after  such   dividend,
distribution, subdivision or combination.

                  (b) Whenever the Conversion Ratio and the Share Limit shall be
adjusted as herein provided,  the Corporation  shall cause to be mailed by first
class mail, postage prepaid,  as soon as practicable to each holder of record of
shares of Class B Common Stock a notice  stating that the  Conversion  Ratio and
the Share Limit has been  adjusted  and setting  forth the  adjusted  Conversion
Ratio and the Share Limit,  together with an explanation  of the  calculation of
the same.

                  (c) If the  Corporation  shall be party to any  Transaction in
each case as a result of which shares of Common  Stock shall be  converted  into
the right to receive stock,  securities or other property (including cash or any
combination  thereof),  the holder of each share of Class B Common  Stock  shall
have the right,  after such  Transaction  to convert such share  pursuant to the
conversion  provisions  hereof,  into the  number and kind of shares of stock or
other  securities  and the  amount  and kind of  property  receivable  upon such
Transaction  by a holder of the number of shares of Common Stock  issuable  upon
conversion  of such  share  of Class B Common  Stock  immediately  prior to such

<PAGE>

Transaction.  The Corporation  shall not be party to any Transaction  unless the
terms of such  Transaction  are  consistent  with the provisions of this Section
5.(c), and it shall not consent to or agree to the occurrence of any Transaction
until the  Corporation  has entered  into an  agreement  with the  successor  or
purchasing  entity,  as the case may be, for the  benefit of the  holders of the
Class B Common Stock,  thereby  enabling the holders of the Class B Common Stock
to receive the benefits of this Section 5.(c) and the other  provisions of these
Articles  of  Amendment.  Without  limiting  the  generality  of the  foregoing,
provision shall be made for  adjustments in the Conversion  Ratio which shall be
as nearly  equivalent as may be practicable to the  adjustments  provided for in
Section  5.(a).  The provisions of this Section 5.(c) shall  similarly  apply to
successive  Transactions.  In the event that the  Corporation  shall  propose to
effect any Transaction  which would result in an adjustment under Section 5.(c),
the  Corporation  shall  cause to be mailed to the  holders of record of Class B
Common Stock at least 20 days prior to the applicable date hereinafter specified
a notice  stating  the date on which  such  Transaction  is  expected  to become
effective,  and the date as of which it is expected that holders of Common Stock
of record  shall be  entitled  to  exchange  their  shares  of Common  Stock for
securities or other property deliverable upon such Transaction.  Failure to give
such notice, or any defect therein, shall not affect the legality or validity of
such Transaction.

            6.    Other.

                  (a) The  Corporation  shall  at all  times  reserve  and  keep
available out of its authorized but unissued  Common Stock the maximum number of
shares of Common Stock  issuable  upon the  conversion  of all shares of Class B
Common Stock then  outstanding and if, at any time, the number of authorized but
unissued shares of Common Stock shall not be sufficient to effect the conversion
of all then outstanding  shares of the Class B Common Stock, in addition to such
other remedies as shall be available to the holder of such Class B Common Stock,
the Corporation  shall take such corporate  action as may, in the opinion of its
counsel,  be necessary to increase its authorized but unissued  shares of Common
Stock to such number of shares as shall be sufficient for such purposes.

                  (b) The Corporation shall pay any taxes that may be payable in
respect of the issuance of shares of Common Stock upon  conversion  of shares of
Class B Common Stock, but the Corporation shall not be required to pay any taxes
which may be  payable in  respect  of any  transfer  of shares of Class B Common
Stock or any  transfer  involved in the  issuance of shares of Common Stock in a
name other than that in which the  shares of Class B Common  Stock so  converted
are registered,  and the Corporation  shall not be required to transfer any such
shares of Class B Common  Stock or to issue or deliver any such shares of Common
Stock unless and until the person(s)  requesting such transfer or issuance shall
have  paid to the  Corporation  the  amount  of any such  taxes,  or shall  have
established to the  satisfaction  of the  Corporation  that such taxes have been
paid.

                  (c) The Corporation  will not, by amendment of the Articles of
Incorporation  or through  any  reorganization,  recapitalization,  transfer  of
assets, consolidation,  merger, dissolution,  issue or sale of securities or any
other voluntary action,  avoid or seek to avoid the observance or performance of
any of the terms to be observed or performed  hereunder by the Corporation,  but
will at all times in good faith assist in carrying out of all the  provisions of
these  Articles  of  Amendment  and in the  taking of all such  action as may be
necessary or appropriate to protect the conversion  rights of the holders of the
Class B Common Stock against impairment.

                  (d)  Holders  of Class B Common  Stock  shall be  entitled  to
receive copies of all communications by the Corporation to its holders of Common
Stock, concurrently with the distribution to such shareholders.

            7.  Voting  Rights.  The  holders of record of Class B Common  Stock
shall not be  entitled  to vote on any matter on which the  holders of record of
Common Stock are entitled to vote,  except where a separate  vote of the Class B
Common Stock is required by law.

            8.    Reacquired Shares.  Shares of Class B Common Stock converted
redeemed or otherwise  purchased  or  acquired  by the  Corporation  shall be
restored to the status of authorized but unissued  shares of Non-Voting  Common
Stock without  designation as to class or series.
<PAGE>

                              ARTICLES OF AMENDMENT
                                       OF
                           REGENCY REALTY CORPORATION


      This  corporation was  incorporated on July 8, 1993 effective July 9, 1993
under the name  Regency  Realty  Corporation.  Pursuant  to  Sections  607.1001,
607.1003, 607.1004 and 607.1006, Florida Business Corporation Act, amendments to
the Articles of Incorporation, as restated on November 4, 1996, were approved by
the Board of  Directors at a meeting held on January 27, 1997 and adopted by the
shareholders of the corporation on June 12, 1997. The only voting group entitled
to vote on the  adoption  of the  amendment  to the  Articles  of  Incorporation
consists of the holders of the  corporation's  common stock. The number of votes
cast by such voting group was sufficient for approval by that voting group.  The
Restated  Articles of Incorporation of the Company are hereby amended as follows
(amended language is underscored):

      Section 4.1 is amended to read as follows:

            "Section 4.1  Authorized  Capital.  The maximum  number of shares of
      stock which the  corporation is authorized to have  outstanding at any one
      time is one hundred  seventy  million  (170,000,000)  shares (the "Capital
      Stock") divided into classes as follows:

                  (a) Ten million  (10,000,000) shares of preferred stock having
            a par value of $0.01 per share (the  "Preferred  Stock"),  and which
            may be issued in one or more classes or series as further  described
            in Section 4.2;

                  (b) One hundred fifty million  (150,000,000)  shares of voting
            common  stock  having a par value of $0.01 per  share  (the  "Common
            Stock"); and

                  (c) Ten million  (10,000,000)  shares of common stock having a
            par value of $0.01 per share (the "Special  Common Stock") and which
            may be issued in one or more classes or series as further  described
            in Section 4.4.

      All such shares shall be issued fully paid and non assessable."

      Section 5.14 is hereby amended in its entirety to read as follows:

            "Section  5.14  Certain  Transfers  to Non-U.S.  Persons  Void.  Any
      Transfer  of shares of  Capital  Stock of the  Corporation  to any  Person
      (other than a Special  Shareholder)  that results in the fair market value
      of the shares of  Capital  Stock of the  Corporation  owned  directly  and
      indirectly by Non-U.S.  Persons to comprise 50% or more of the fair market
      value  of the  issued  and  outstanding  shares  of  Capital  Stock of the
      Corporation (determined, until the 15% Termination Date (as defined in the
      Stockholders Agreement), if any, by assuming that the Special Shareholders
      (i) are Non-U.S.  Persons and (ii) own (A) a percentage of the outstanding
      shares of Common Stock of the Corporation equal to 45%, on a fully diluted
      basis,  and (B) a percentage  of the  outstanding  shares of each class of
      Capital  Stock of the  Corporation  (other than Common Stock) equal to the
      quotient obtained by dividing the sum of its actual ownership thereof and,
      without  duplication of shares included in clause (A), the shares it has a
      right to  acquire  by the  number  of  outstanding  shares  of such  class
      (clauses (i) and (ii) are referred to collectively  as the  "Presumption")
      shall be void ab initio to the fullest extent  permitted under  applicable
      law and the  intended  transferee  shall  be  deemed  never to have had an
      interest therein.  If the foregoing  provision is determined to be void or
      invalid by virtue of any legal decision, statute, rule or regulation, then
      the  shares  held  or  purported  to be  held  by  the  transferee  shall,
      automatically  and  without  the  necessity  of any action by the Board of
      Directors or  otherwise,  (i) be  prohibited  from being voted at any time
      such  securities  result in the fair market value of the shares of Capital
      Stock of the Corporation owned directly and indirectly by Non-U.S. Persons
      to  comprise  50% or more of the  fair  market  value  of the  issued  and
      outstanding shares of Capital Stock of the Corporation (determined,  until
      the 15% Termination Date, if any, by applying the Presumption, (ii) not be

<PAGE>

      entitled to dividends with respect  thereto,  (iii) be considered  held in
      trust by the  transferee for the benefit of the  Corporation  and shall be
      subject to the  provisions of Section  5.3(c) as if such shares of Capital
      Stock were the subject of a Transfer that  violates  Section 5.2, and (iv)
      not be considered  outstanding  for the purpose of determining a quorum at
      any meeting of shareholders.  The Special  Shareholders may, in their sole
      discretion,  with  prior  notice  to and  the  approval  of the  Board  of
      Directors, waive in writing all or any portion of the Presumption, on such
      terms and conditions as they in their sole discretion determine.

      IN WITNESS  WHEREOF,  the  undersigned  Executive  Vice  President of this
corporation  has executed  these  Articles of  Amendment  this 12th day of June,
1997.


                                       /s/ Bruce M. Johnson
                                       -----------------------------------------
                                       Bruce M. Johnson, Managing Director


<PAGE>
                               ARTICLES OF MERGER
                                       OF
                   RRC FL TWO, INC. AND REGENCY ATLANTA, INC.
                                  WITH AND INTO
                           REGENCY REALTY CORPORATION

      Pursuant  to the  provisions  of  Sections  607.1105  and  607.1107 of the
Florida Business  Corporation Act (the "Florida Act") and Sections 14-2-1105 and
14-2-1107 of the Georgia  Business  Corporation  Code (the "Georgia  Act"),  the
undersigned  corporations  enter into these  Articles  of Merger by which RRC FL
Two,  Inc.,  a  Florida  corporation  and  Regency  Atlanta,   Inc.,  a  Georgia
corporation,  both of which are wholly  owned  subsidiaries  of  Regency  Realty
Corporation, shall be merged with and into Regency Realty Corporation, a Florida
corporation,  and Regency Realty Corporation shall be the surviving corporation,
in accordance  with a Plan of Merger (the "Plan"),  adopted  pursuant to Section
607.1104 of the Florida Act and Section  14-2-1104  of the Georgia  Act, and the
undersigned corporations hereby certify as follows:

      FIRST, a copy of the Plan is attached hereto and made a part hereof.

      SECOND,  the merger shall become effective at the close of business on the
date on which these Articles of Merger are filed with the Department of State of
Florida and the Secretary of State of Georgia.

      THIRD,  pursuant to Sections 607.1101 and 607.1103 of the Florida Act, the
Plan was  adopted  the Board of  Directors  of  Regency  Realty  Corporation  on
February 3, 1998. Shareholder approval of the Plan was not required. Pursuant to
Sections  607.1101  and  607.1103 of the Florida  Act,  the Plan was adopted the
Board of Directors of RRC FL Two, Inc. on February 3, 1998. Shareholder approval
of the Plan was not  required.  Pursuant to Sections  14-2-1101 and 14-2-1103 of
the  Georgia  Act,  the Plan was  adopted by the Board of  Directors  of Regency
Atlanta,  Inc.  on February  3, 1998.  Shareholder  approval of the Plan was not
required.

      IN WITNESS  WHEREOF,  these  Articles of Merger have been executed by RRC
FL Two, Inc. and Regency Atlanta,  Inc., as the merging corporations,  and by
Regency Realty Corporation, as surviving corporation, this 16th day of February,
1998.


WITNESSES                           RRC FL TWO, INC., a Florida corporation

/s/ Yona C. Sharp
--------------------------------
Yona C. Sharp                       By:     /s/ J. Christian Leavitt
                                       ---------------------------------------
                                        J. Christian Leavitt, Vice President
                                        121 West Forsyth Street, Suite 200
/s/ Karen R. Peterson                   Jacksonville, Florida 32202
--------------------------------
Karen R. Peterson

                                    REGENCY ATLANTA, INC., a Georgia
                                    corporation

/s/ Yona C. Sharp
Yona C. Sharp                       By:     /s/ J. Christian Leavitt
                                       -----------------------------------------
                                        J. Christian Leavitt, Vice President
                                        121 West Forsyth Street, Suite 200
/s/ Karen R. Peterson                   Jacksonville, Florida 32202
--------------------------------
Karen R. Peterson

                                    REGENCY REALTY CORPORATION,
                                    a Florida corporation

/s/ Yona C. Sharp
--------------------------------
Yona C. Sharp                       By:     /s/ J. Christian Leavitt
                                       -----------------------------------------
                                        J. Christian Leavitt, Vice President
                                        121 West Forsyth Street, Suite 200
/s/ Karen R. Peterson                   Jacksonville, Florida 32202
--------------------------------
Karen R. Peterson

<PAGE>
STATE OF FLORIDA
COUNTY OF DUVAL

      The foregoing  instrument was acknowledged before me this 16th day of
February,  1998, by J.  Christian  Leavitt,  Vice  President of RRC FL Two, Inc.
Such person did take an oath and:  (notary must check applicable box)

|X|   is/are personally known to me.

o     produced a current Florida driver's license as identification.

o     produced _______________________________ as identification.


{Notary Seal must be affixed}             /s/ Yona C. Sharp
                                    --------------------------------------------
                                         Signature of Notary

                          Yona C. Sharp
                Name of Notary (Typed, Printed or Stamped)

       Commission Number (if not legible on seal):  CC 5798957

       My  Commission  Expires (if not  legible on seal): September 15, 2000

STATE OF FLORIDA
COUNTY OF DUVAL

      The foregoing  instrument was acknowledged before me this 16th day of
February,  1998, by J. Christian  Leavitt,  Vice President of Regency  Atlanta,
Inc. Such person did take an oath and:  (notary must check applicable box)

|X|   is/are personally known to me.

o     produced a current Florida driver's license as identification.

o     produced _______________________________ as identification.

{Notary Seal must be affixed}       /s/ Yona C. Sharp
                                    --------------------------------------------
                                    Signature of Notary

                                    Yona C. Sharp
                              Name of Notary (Typed, Printed or Stamped)

         Commission Number (if not legible on seal):  CC 578957

My  Commission  Expires (if not  legible on seal):  September 15, 2000

STATE OF FLORIDA
COUNTY OF DUVAL

      The foregoing  instrument was acknowledged before me this 16th day of
February,  1998, by J. Christian Leavitt, Vice President of Regency Realty
Corporation. Such person did take an oath and:(notary must check applicable box)

|X|   is/are personally known to me.

o     produced a current Florida driver's license as identification.

o     produced _______________________________ as identification.

{Notary Seal must be affixed}          /s/ Yona C. Sharp
                                       -----------------------------------------
                                       Signature of Notary

                                    Yona C. Sharp
                              Name of Notary (Typed, Printed or Stamped)

                         Commission Number (if not legible on seal):  CC 578957

My  Commission  Expires (if not  legible on seal):  September 15,2000


<PAGE>

                                 PLAN OF MERGER


      This Plan of Merger (the  "Plan")  provides  for the merger of RRC FL TWO,
INC., a Florida corporation,  and REGENCY ATLANTA,  INC., a Georgia corporation,
with and into REGENCY REALTY CORPORATION, a Florida corporation as follows:

1.Merger of Subsidiaries  into Parent. RRC FL Two, Inc. and Regency Atlanta,
Inc. (the "Merging  Corporations")  are both wholly owned  subsidiaries of
Regency Realty  Corporation (the "Surviving  Corporation").  The Merging
Corporations shall be merged with and into the Surviving  Corporation,
the separate corporate existence of the Merging  Corporations shall cease
and the Surviving Corporation shall be the surviving corporation.

2. Effective  Date.  The Merger  shall  become  effective at the close of
business on the date on which  Articles  of Merger are filed with the
Florida  Department  of State and the Georgia Secretary of State (the
"Effective Date").

3. Cancellation of Merging  Corporation Stock. Each share of common stock of the
Merging Corporations which is issued and outstanding on the Effective Date shall
be deemed retired and canceled by virtue of the Merger,  automatically,  without
any action on the part of the Merging Corporations or otherwise.

4. Effect of Merger.  On the  Effective  Date,  the  separate  existence  of the
Merging Corporations shall cease, and the Surviving Corporation shall succeed to
all the rights, privileges, immunities, and franchises, and to all the property,
real, personal and mixed, of the Merging Corporations, without the necessity for
any separate transfer. The Surviving Corporation shall thereafter be responsible
and liable for all  liabilities  and  obligations  of the Merging  Corporations,
including but not limited to the obligations of Regency Atlanta, Inc. as general
partner of Regency Retail Partnership, L.P., and neither the rights of creditors
nor any liens on the property of the Merging  Corporations  shall be impaired by
the Merger.  If at any time after the Effective  Date the Surviving  Corporation
shall  consider  or be advised  that any deeds,  bills of sale,  assignments  or
assurances or any other acts or things are necessary, desirable or proper (a) to
vest, perfect or confirm, of record or otherwise,  in the Surviving Corporation,
its right,  title or  interest  in, to or under any of the  rights,  privileges,
powers, franchises, properties or assets of the Merging Corporations acquired or
to be  acquired  as a result of the Merger,  or (b)  otherwise  to carry out the
purposes of this Plan, the Surviving  Corporation and its officers and directors
or their designees  shall be authorized to execute and deliver,  in the name and
on behalf of the Merging Corporations, all deeds, bills of sale, assignments and
assurances,  and to do, in the name and on behalf of the  Merging  Corporations,
all other acts and things  necessary,  desirable  or proper to vest,  perfect or
confirm the Surviving Corporation's right, title or interest in, to or under any
of the  rights,  privileges,  powers,  franchises,  properties  or assets of the
Merging  Corporations  acquired  or to be acquired as a result of the Merger and
otherwise to carry out the purposes of this Plan.

5. Waiver of Notice.  The Surviving  Corporation,  being the sole shareholder of
both of the Merging Corporations,  by execution of the Articles of Merger waives
the notice requirements of Section 607.1104 of the Florida Business  Corporation
Act and Section 14-2-1104 of the Georgia Business Corporation Code.

6.  Abandonment.  This Plan may be abandoned at any time prior to the  Effective
Date by either of the Merging Corporations or the Surviving Corporation, without
further  shareholder  action and, if Articles of Merger have been filed with the
Department  of State of Florida,  the  Department  of State of Alabama,  and the
Department of State of Georgia, by filing a Notice of Abandonment with each such
Department.



<PAGE>

                           REGENCY REALTY CORPORATION

                     AMENDMENT TO ARTICLES OF INCORPORATION


      This  corporation was  incorporated on July 8, 1993 effective July 9, 1993
under the name  Regency  Realty  Corporation.  Pursuant  to  Sections  607.1001,
607.1003, 607.1004 and 607.1006, Florida Business Corporation Act, amendments to
Section 5.14 of the Articles of Incorporation,  as restated on November 4, 1996,
were  approved by the Board of  Directors  at a meeting held on December 5, 1997
and adopted by the  shareholders  of the  corporation  on May 26, 1998. The only
voting group  entitled to vote on the adoption of the  amendment to Section 5.14
of the Articles of  Incorporation  consists of the holders of the  corporation's
common stock.  The number of votes cast by such voting group was  sufficient for
approval  by that  voting  group.  Section  5.14  of the  Restated  Articles  of
Incorporation  of the  Company  is hereby  amended  in its  entirety  to read as
follows:

      "Section 5.14 Certain Transfers to Non-U.S.  Persons Void. Any Transfer of
shares  of  Capital  Stock of the  Corporation  to any  Person  on or after  the
effective date of this  Amendment  shall be void ab initio to the fullest extent
permitted under applicable law and the intended transferee shall be deemed never
to have had an interest therein if the Transfer:

1.          occurs  prior to the 15%  Termination  Date and  results in the fair
            market value of the shares of Capital Stock of the Corporation owned
            directly or  indirectly  by Non-U.S.  Persons  (other than a Special
            Shareholder who is a Non-U.S.  Person)  comprising five percent (5%)
            or more of the fair  market  value  of the  issued  and  outstanding
            shares of Capital Stock of the Corporation; or

2.          results in the fair market  value of the shares of Capital  Stock of
            the  Corporation  owned  directly or indirectly by Non-U.S.  Persons
            (including Special Shareholders who are Non-U.S. Persons) comprising
            fifty  percent  (50%) or more of the fair market value of the issued
            and outstanding shares of Capital Stock of the Corporation.

      If either of the foregoing  provisions is determined to be void or invalid
      by virtue of any legal  decision,  statute,  rule or regulation,  then the
      shares held or purported to be held by the transferee shall, automatically
      and  without  the  necessity  of any action by the Board of  Directors  or
      otherwise:

                  (i) be prohibited from being voted at any time such securities
            result in the fair  market  value of the shares of Capital  Stock of
            the  Corporation  owned  directly or indirectly by Non-U.S.  Persons
            (other than Special  Shareholders  who are  Non-U.S.  Persons) or by
            Non-U.S.  Persons (including  Special  Shareholders who are Non-U.S.
            Persons) comprising five percent (5%) or more or fifty percent (50%)
            or more,  respectively,  of the fair market  value of the issued and
            outstanding shares of Capital Stock of the Corporation;

                  (ii)  not be entitled to dividends with respect thereto;

                  (iii) be considered  held in trust by the  transferee  for the
            benefit of the Corporation and shall be subject to the provisions of
            Section  5.3(c) as if such shares of Capital  Stock were the subject
            of a Transfer that violates Section 5.2; and

                  (iv)  not be  considered  outstanding  for the  purpose of
            determining  a quorum at any meeting of shareholders.

      The Special Shareholders may, in their sole discretion,  with prior notice
      to the Board of  Directors,  waive,  alter or revise in writing all or any
      portion of the Transfer  restrictions  set forth in this Section 5.14 from
      and  after the date on which  such  notice  is  given,  on such  terms and
      conditions as they in their sole discretion determine."

      IN WITNESS  WHEREOF,  the  undersigned  Chairman of this  corporation  has
executed these Articles of Amendment this 26th day of May, 1998.


                           /s/ Martin E. Stein, Jr.
                           -----------------------------------------------------
                           Martin E. Stein,  Jr.,  Chairman and Chief  Executive
                               Officer
<PAGE>

                               ARTICLES OF MERGER
                                       OF
                      REGENCY RETAIL CENTERS OF OHIO, INC.
                                  WITH AND INTO
                           REGENCY REALTY CORPORATION


Pursuant to the  provisions  of Sections  607.1104  and  607.1105 of the Florida
Business Corporation Act (the "Florida Act"), the undersigned corporations enter
into these Articles of Merger by which Regency Retail Centers of Ohio,  Inc., an
Ohio  corporation  shall be merged with and into Regency Realty  Corporation,  a
Florida  corporation,  and Regency  Realty  Corporation  shall be the  surviving
corporation,  in  accordance  with an Agreement and Plan of Merger (the "Plan"),
adopted  pursuant to Section 607.1104 of the Act and Section 1701.80 of the Ohio
General  Corporation Law (the "Ohio Act"). The undersigned  corporations  hereby
certify as follows:

      FIRST, a copy of the Plan is attached hereto and made a part hereof.

      SECOND,  the merger shall become effective at the close of business on the
date on which these Articles of Merger are filed with the Department of State of
Florida  and a  Certificate  of Merger is filed with the  Secretary  of State of
Ohio.

      THIRD, pursuant to Section 607.1104 of the Florida Act and Section 1701.80
of the Ohio Act, the Plan was adopted the Board of  Directors of Regency  Realty
Corporation,  the sole  shareholder of Regency Retail Centers of Ohio,  Inc., on
December 15, 1998.  Approval by shareholders  of Regency Realty  Corporation was
not required.

      IN WITNESS WHEREOF, these Articles of Merger have been executed by Regency
Retail Centers of Ohio, Inc., as the merging corporation,  and by Regency Realty
Corporation., as the surviving corporation, this 28th day of December, 1998.

WITNESSES                                 REGENCY RETAIL CENTERS OF
                                          OHIO, INC., an Ohio corporation


_________________________________         By:___________________________________
                                            J. Christian Leavitt, Vice President
                                            121 West Forsyth Street, Suite 200
_________________________________           Jacksonville, Florida 32202


                                          REGENCY REALTY CORPORATION., a
                                          Florida corporation


_________________________________         By:___________________________________
                                            J. Christian Leavitt, Vice President
                                            121 West Forsyth Street, Suite 200
__________________________________          Jacksonville, Florida 32202


STATE OF FLORIDA
COUNTY OF DUVAL

      The foregoing  instrument was acknowledged before me this 28th day of
 December,  1998, by J.  Christian  Leavitt,  Vice  President of Regency Retail
 Centers of Ohio,  Inc.  Such person did take an oath and:  (notary must check
 applicable box)

|_|   is/are personally known to me.
|_|   produced a current Florida driver's license as identification.
|_|   produced _______________________________ as identification.


                                                 {Notary Seal must be affixed}
----------------------------------------------
Signature of Notary

----------------------------------------------
Name of Notary (Typed, Printed or Stamped)
Commission  Number  (if not  legible  on  seal):  __________________________
My Commission Expires (if not legible on seal): _______________________
<PAGE>

STATE OF FLORIDA
COUNTY OF DUVAL

      The foregoing  instrument was acknowledged before me this 28th day of
December,  1998, by J. Christian  Leavitt,  Vice President of Regency Realty
Corporation Such person did take an oath and: (notary must check applicable box)

|_|   is/are personally known to me.
|_|   produced a current Florida driver's license as identification.
|_|   produced _______________________________ as identification.


                                                 {Notary Seal must be affixed}
----------------------------------------------
Signature of Notary

----------------------------------------------
Name of Notary (Typed, Printed or Stamped)
Commission  Number  (if not  legible  on  seal):  __________________________
My Commission Expires (if not legible on seal):   _______________________



<PAGE>

                      ARTICLES OF MERGER AND PLAN OF MERGER
                                     Merging
                              PACIFIC RETAIL TRUST
 (a real estate investment trust formed under the laws of the State of Maryland)
                                  with and into
                           REGENCY REALTY CORPORATION
       (a corporation incorporated under the laws of the State of Florida)


      Pursuant to Sections 607.1101 and 607.1108,  Florida Statutes and Sections
3-109 and 8-501.1 of the Corporations and Associations  Article of the Annotated
Code of Maryland, as amended.

      Regency Realty Corporation, a corporation organized and existing under the
laws of the State of Florida  ("Regency"),  and  Pacific  Retail  Trust,  a real
estate  investment  trust  formed  and  existing  under the laws of the State of
Maryland ("Pacific Retail"),  agree that Pacific Retail shall be merged with and
into Regency, the latter of which is to survive the merger, and hereby adopt the
following  Articles of Merger.  The terms and  conditions  of the merger and the
mode of carrying the same into effect are as herein set forth in these  Articles
of Merger.

      FIRST:  The parties to these Articles of Merger are Pacific Retail, a real
estate  investment  trust  formed  and  existing  under the laws of the State of
Maryland,  and Regency,  a corporation  organized and existing under the general
laws of the State of Florida. Regency was incorporated on July 9, 1993 under the
Florida  Business  Corporation  Act (the  "Florida  Act")  and  qualified  to do
business in Maryland on February 9, 1999.

      SECOND: Pacific Retail shall be merged with and into Regency in accordance
with Title 8 of the Corporations and Associations  Article of the Annotated Code
of Maryland (the "Maryland  Code") and the Florida Act and Regency shall survive
the merger and continue under its present name (the "Surviving Entity").  At the
effective time of the merger (the "Effective  Time"),  the separate existence of
Pacific  Retail shall cease in  accordance  with the  provisions of the Maryland
Code. From and after the Effective Time, the Surviving Entity shall continue its
existence as a  corporation  under the Florida Act,  shall succeed to all of the
rights, privileges,  properties, real, personal and mixed, liabilities and other
assets without the necessity of any separate deed or other transfer and shall be
subject to all of the  liabilities  and  obligations  of Pacific  Retail without
further action by either of the parties hereto, and will continue to be governed
by the laws of the State of Florida. If at any time after the Effective Time the
Surviving  Entity shall  consider or be advised  that any deeds,  bills of sale,
assignments or assurances or any other acts or things are  necessary,  desirable
or proper  (a) to vest,  perfect  or  confirm,  of record or  otherwise,  in the
Surviving  Entity,  its  right,  title or  interest  in,  to or under any of the
rights, privileges,  powers, franchises,  properties or assets of Pacific Retail
acquired or to be acquired as a result of the merger,  or (b) otherwise to carry
out the purposes of these  Articles,  the Surviving  Entity and its officers and
directors or their designees shall be authorized to execute and deliver,  in the
name and on behalf of Pacific Retail, all deeds, bills of sale,  assignments and
assurances,  and to do, in the name and on behalf of Pacific  Retail,  all other
acts or things  necessary,  desirable or proper to vest,  perfect or confirm the
Surviving  Entity's right,  title or interest in, to or under any of the rights,
privileges, powers, franchises,  properties or assets of Pacific Retail acquired
or to be  acquired  as a result of the  merger  and  otherwise  to carry out the
purposes of these Articles.

      THIRD:  The principal office of Pacific Retail in the State of Maryland is
located at 11 East Chase Street, the City of Baltimore,  Maryland.  The name and
address  of the  registered  agent of  Regency  is CSC -  Lawyers  Incorporating
Service Company, 11 East Chase Street,  Baltimore,  Maryland 21202 The principal
office of Regency is located at 121 W. Forsyth Street, Suite 200,  Jacksonville,
Florida 32202.  Neither  Regency nor Pacific Retail owns any interest in land in
any county in the State of Maryland or in Baltimore City.

      FOURTH:  The terms and  conditions of the  transaction  set forth in these
Articles of Merger were advised,  authorized and approved by each party to these
Articles of Merger in the manner and by the vote required by Regency's  articles
of incorporation  and the Florida Act or Pacific  Retail's  declaration of trust
and the Maryland Code, as the case may be.

      FIFTH:  The  merger  was duly (a)  advised  by the board of  directors  of
Regency by the adoption of a resolution  declaring  that the merger set forth in
these Articles of Merger was advisable on substantially the terms and conditions

<PAGE>

set forth in the resolution and directing that the proposed merger be submitted,
together with the board's recommendation, for consideration at a special meeting
of the  shareholders of Regency and (b) approved by the  shareholders of Regency
on February 26, 1999 by the vote required by its articles of  incorporation  and
the  Florida  Act.  The only  voting  group of Regency  entitled  to vote on the
adoption  of the Plan was the  holders of Regency  Common  Stock.  The number of
votes cast by such voting group was sufficient for approval by that group.

      SIXTH: The merger was duly (a) advised by the board of trustees of Pacific
Retail by the  adoption of a resolution  declaring  that the merger set forth in
these Articles of Merger was advisable on substantially the terms and conditions
set forth or referred  to in the  resolution  and  directing  that the  proposed
merger be submitted for  consideration  at a special meeting of the shareholders
of Pacific  Retail and (b)  approved by the  shareholders  of Pacific  Retail on
February  26,  1999 by the vote  required  by its  declaration  of trust and the
Maryland Code.

      SEVENTH:  The total number of shares of beneficial interest of all classes
which Pacific Retail has authority to issue is 150,000,000  shares of beneficial
interest, of the par value of $.01 each, all such shares having an aggregate par
value of $1,500,000.  Of such shares of beneficial interest,  142,739,448 shares
are  classified as common shares  ("Pacific  Retail  Common  Stock"),  1,130,276
shares  have been  classified  as  Series A  Cumulative  Convertible  Redeemable
Preferred  Shares of  Beneficial  Interest  ("Pacific  Retail Series A Preferred
Stock"),  and  6,130,276  shares  have been  classified  as Series B  Cumulative
Convertible  Redeemable Preferred Shares of Beneficial Interest ("Pacific Retail
Series B Preferred Stock").

      Immediately before the Effective Time, the total number of shares of stock
of all classes which Regency had authority to issue is  170,000,000  shares,  of
the par value of $.01 each,  all such shares  having an  aggregate  par value of
$1,700,000.  Of such 170,000,000  shares,  150,000,000 shares were classified as
common stock  ("Regency  Common  Stock"),  10,000,000  shares were classified as
Special  Common  Stock  (of which  2,500,000  have  been  classified  as Class B
Non-Voting  Stock) and 10,000,000  shares were classified as Preferred Stock (of
which  1,600,000 have been  classified as 8.125% Series A Cumulative  Redeemable
Preferred  Stock).  Immediately  after the Effective  Time,  the total number of
shares  of  stock  of all  classes  which  Regency  has  authority  to  issue is
170,000,000  shares,  of the par value of $0.01 each,  all such shares having an
aggregate  par value of  $1,700,000.  Of such  170,000,000  shares,  150,000,000
shares are classified as Regency Common Stock,  10,000,000 shares are classified
as Special Common Stock (of which 2,500,000 are classified as Class B Non-Voting
Common Stock) and 10,000,000  shares are classified as Preferred Stock (of which
542,532  shares  have  been  classified  as  Series  1  Cumulative   Convertible
Redeemable Preferred Stock and 1,502,532 shares have been classified as Series 2
Cumulative  Convertible  Redeemable  Preferred  Stock  and  1,600,000  have been
classified as 8.125% Series A Cumulative Redeemable Preferred Stock).

      EIGHTH:  As of the  Effective  Time, by virtue of the Merger and without
any action on the part of Regency, Pacific Retail, or any holder of any of the
following securities:

(a)  Cancellation  of  Treasury  Stock and  Regency-Owned  Shares of  Beneficial
Interest of Pacific Retail.  Each share of beneficial interest of Pacific Retail
that is owned by Pacific  Retail or any  subsidiary of Pacific Retail or Regency
or any  subsidiary of Regency shall  automatically  be cancelled and retired and
shall cease to exist, and no consideration  shall be delivered or deliverable in
exchange therefor.

(b) Conversion of Pacific Retail Common Stock. Each issued and outstanding share
of  Pacific  Retail  Common  Stock,  other than  shares  cancelled  pursuant  to
paragraph  (a) of this  Article or shares as to which a demand  for  dissenter's
rights has been duly perfected in accordance  with the Maryland  Code,  shall be
converted  into the right to  receive  0.48  validly  issued,  fully  paid,  and
nonassessable  shares of Regency Common Stock. The consideration to be issued to
the holders of Pacific  Retail Common Stock is referred to herein as the "Common
Stock Merger Consideration." No fractional shares shall be issued as part of the
Common Stock Merger Consideration.


<PAGE>

(c)  Conversion  of Pacific  Retail  Series A Preferred  Stock.  Each issued and
outstanding share of Pacific Retail Series A Preferred Stock,  other than shares
cancelled  pursuant  to  paragraph  (a) of this  Article or shares as to which a
demand for  dissenters  rights has been duly  perfected in  accordance  with the
Maryland Code, shall be converted into the right to receive 0.48 validly issued,
fully  paid  and  nonassessable  shares  of  Series  1  Cumulative   Convertible
Redeemable  Preferred Stock of Regency ("Regency Series 1 Preferred Stock"). The
consideration to be issued to holders of Pacific Retail Series A Preferred Stock
is referred to as the "Series A Merger Consideration."

(d)  Conversion  of Pacific  Retail  Series B Preferred  Stock.  Each issued and
outstanding share of Pacific Retail Series B Preferred Stock,  other than shares
cancelled  pursuant  to  paragraph  (a) of this  Article or shares as to which a
demand for  dissenters  rights has been duly  perfected in  accordance  with the
Maryland Code, shall be converted into the right to receive 0.48 validly issued,
fully  paid  and  nonassessable  shares  of  Series  2  Cumulative   Convertible
Redeemable  Preferred Stock of Regency ("Regency Series 2 Preferred Stock"). The
consideration to be issued to holders of Pacific Retail Series B Preferred Stock
is referred to as the "Series B Merger  Consideration."  The Common Stock Merger
Consideration,  Series A Merger  Consideration and Series B Merger Consideration
are referred to collectively herein as the "Merger Consideration."

(e) No Fractional  Shares.  Each holder of Pacific Retail Common Stock,  Pacific
Retail  Series A Preferred  Stock or Pacific  Retail  Series B  Preferred  Stock
exchanged  pursuant  to the Merger who would  otherwise  have been  entitled  to
receive a fraction of a share of (i) Regency Common Stock, (ii) Regency Series A
Preferred  Stock or (iii) Regency Series B Preferred  Stock,  as the case may be
(after taking into account all shares of Pacific  Retail  Common Stock,  Pacific
Retail Series A Preferred  Stock or Pacific Retail Series B Preferred Stock held
of record by such holder at the Effective Time), shall receive,  in lieu of such
fraction of a share,  cash in an amount arrived at by multiplying  such fraction
times the average  closing  price of a share of Regency  Common Stock on the New
York Stock Exchange on the ten (10) consecutive trading days ending on the fifth
day immediately preceding the Effective Time.

(f)  Cancellation  and  Retirement of Shares of  Beneficial  Interest of Pacific
Retail.  As of the Effective Time, all shares of beneficial  interest of Pacific
Retail converted into the right to receive the applicable  Merger  Consideration
pursuant to this Article shall no longer be outstanding and shall  automatically
be  cancelled  and  retired  and  shall  cease to  exist,  and each  holder of a
certificate  evidencing any such shares of beneficial interest of Pacific Retail
shall cease to have any rights with respect thereto, except the right to receive
the applicable  Merger  Consideration  in accordance with this Article,  and any
cash in lieu of  fractional  shares of Regency  Common Stock,  Regency  Series 1
Preferred  Stock or  Regency  Series 2  Preferred  Stock paid in cash by Regency
based on the average of the closing price of the Regency Common Stock on the New
York Stock  Exchange  for the ten (10)  consecutive  trading  days ending on the
fifth day immediately preceding the Effective Time.

(g) Conversion of Pacific  Retail Stock Options.  Each option granted by Pacific
Retail to purchase  shares of Pacific  Retail  Common  Stock (a "Pacific  Retail
Stock Option") which is outstanding  and  unexercised  immediately  prior to the
Effective Time shall cease to represent a right to acquire such shares and shall
be  converted  into an option to  purchase  shares of  Regency  Common  Stock (a
"Regency  Stock  Option") in an amount and at an exercise  price  determined  as
provided  below and otherwise  subject to the terms and  conditions of Regency's
Long-Term  Omnibus Plan and the  agreements  evidencing  grants  thereunder  but
having the same  vesting,  exercise,  and  termination  dates that such  Pacific
Retail Stock Options had  immediately  prior to the  Effective  Time except that
departing  officers'  options shall fully vest and shall  terminate on the dates
set forth in agreements between the departing officers and Regency.

(i) the  number of shares  of  Regency  Common  Stock to be  subject  to the new
Regency Stock Option will be equal to the product of (A) the number of shares of
Pacific Retail Common Stock subject to the existing  Pacific Retail Stock Option
immediately prior to the Effective Time and (B) the ratio of the value per share
of Pacific  Retail Common Stock  immediately  prior to the Effective Time to the
value per share of Regency Common Stock  immediately  after the Effective  Time,
and


<PAGE>

(ii) the exercise  price per share of Regency Common Stock under the new Regency
Stock  Option will be equal to (A) the value per share of Regency  Common  Stock
immediately after the Effective Time multiplied by (B) the ratio of the exercise
price per share of Pacific Retail Common Stock to the value per share of Pacific
Retail Common Stock immediately prior to the Effective Time.

      NINTH:  The parties  hereto intend that the execution of these Articles of
Merger constitute the adoption of a "plan of reorganization"  within the meaning
of Section 368 of the Internal Revenue Code of 1996, as amended.

      TENTH:  The merger shall be effective at 11:59 p.m.  Eastern Standard Time
on February 28, 1999.

      ELEVENTH:  The merger may be abandoned at any time prior to the  Effective
Time  by  either  Pacific  Retail  or  the  Surviving  Entity,  without  further
shareholder  action by filing a Notice of Abandonment  with each state authority
with which these Articles of Merger are filed.

      TWELFTH:  The Articles of  Incorporation  of Regency shall continue to be
the Articles of  Incorporation  of  Regency on and after the  Effective  Time,
except for the  following amendments:

(a) The  Articles  of  Incorporation  of Regency  are hereby  amended to add the
Certificate of  Designations,  Rights,  Preferences  and Limitations of Series 1
Cumulative  Convertible Redeemable Preferred Stock of Regency attached hereto as
Exhibit A.

(b) The  Articles  of  Incorporation  of Regency  are hereby  amended to add the
Certificate of  Designations,  Rights,  Preferences  and Limitations of Series 2
Cumulative  Convertible Redeemable Preferred Stock of Regency attached hereto as
Exhibit B.

(c) Article V of the Articles of  Incorporation  of Regency is hereby amended as
set forth in Exhibit C hereto.


<PAGE>


      IN WITNESS WHEREOF, Regency Realty Corporation, a Florida corporation, and
Pacific  Retail Trust,  a Maryland real estate  investment  trust,  the entities
parties to the  merger,  have  caused  these  Articles of Merger to be signed in
their  respective  names and on their behalf and witnessed or attested all as of
the 26th day of February,  1999. Each of the individuals  signing these Articles
of Merger on behalf of  Regency  Realty  Corporation  or  Pacific  Retail  Trust
acknowledges  these Articles of Merger to be the act of such  respective  entity
and, as to all other matters or facts required to be verified  under oath,  that
to the best of his or her knowledge,  information and belief,  these matters are
true in all  material  respects  and  that  this  statement  is made  under  the
penalties for perjury.

                                       REGENCY REALTY CORPORATION,
                                       a Florida corporation


                                By:      ___________________________________
                                          Mary Lou Rogers, President

Attest:


-------------------------------
J. Christian Leavitt, Secretary



                                       PACIFIC RETAIL TRUST,
                                       a Maryland real estate investment trust


                                 By:      ___________________________________
                                          Jane E. Mody, Managing Director and
                                          Chief Financial Officer

Attest:


--------------------------------
Kelli Hlavenka, Assistant Secretary


<PAGE>

              ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF

                           REGENCY REALTY CORPORATION

                     DESIGNATING THE PREFERENCES, RIGHTS AND

                        LIMITATIONS OF 542,532 SHARES OF

           SERIES 1 CUMULATIVE CONVERTIBLE REDEEMABLE PREFERRED STOCK

                                 $0.01 Par Value

            Pursuant to Section 607.0602 of the Florida Business Corporation Act
("FBCA"), Regency Realty Corporation, a Florida corporation (the "Corporation"),
does hereby certify that:

      FIRST:  Pursuant  to  the  authority  expressly  vested  in the  Board  of
Directors  of  the  Corporation  by  Section  4.2 of the  Restated  Articles  of
Incorporation  of the  Corporation,  as  amended  (the  "Charter")  and  Section
607.0602 of the FBCA, the Board of Directors of the Corporation,  by resolutions
duly  adopted  on  September  23,  1998 has  classified  542,532  shares  of the
authorized but unissued  Preferred Stock par value $.01 per share (the "Series 1
Preferred  Stock")  as a  separate  class of  Preferred  Stock,  authorized  the
issuance  of a maximum  of 542,532  shares of such  class of Series 1  Preferred
Stock,  set certain of the  preferences,  conversion  and other  rights,  voting
powers,  restrictions,  limitations as to dividends,  qualifications,  terms and
conditions of redemption  and other terms and conditions of such class of Series
1 Preferred Stock.  Shareholder approval was not required under the Charter with
respect to such designation.

      SECOND:  The class of Series 1 Preferred Stock of the Corporation  created
by the  resolutions  duly adopted by the Board of  Directors of the  Corporation
shall have the following designation, number of shares, preferences,  conversion
and other rights,  voting powers,  restrictions  and limitation as to dividends,
qualifications,   terms  and  conditions  of  redemption  and  other  terms  and
conditions:

Section 1.  Number of Shares and  Designation.  The number of shares of Series 1
Preferred  Stock  which  shall  constitute  such  series  shall not be more than
542,532  shares,  par value $0.01 per share,  which number may be decreased (but
not below the  number  thereof  then  outstanding  plus the number  required  to
fulfill  the  Corporation's  obligations  under  certain  agreements,   options,
warrants or similar rights issued by the  Corporation)  from time to time by the
Board of Directors of the Corporation.  Except as otherwise  specifically stated
herein,  the Series 1 Preferred  Stock shall have the same rights and privileges
as Common Stock under Florida law.

Section 2.  Definitions.  For purposes of the Series 1 Preferred  Stock, the
following terms shall have the meanings indicated:

            "Board" shall mean the Board of Directors of the  Corporation or any
committee  authorized  by  such  Board  of  Directors  to  perform  any  of  its
responsibilities with respect to the Series 1 Preferred Stock.

            "Business Day" shall mean any day other than a Saturday, Sunday or a
day on which state or federally chartered banking institutions in New York City,
New York are not required to be open.

            "Call Date" shall mean the date  specified  in the notice to holders
required under subparagraph (d) of Section 5 as the Call Date.

            "Common   Stock"  shall  mean  the  common   capital  stock  of  the
Corporation, par value $0.01 per share.

            "Constituent  Person"  shall have the meaning set forth in paragraph
(c) of Section 6 hereof.

            "Dividend  Payment  Date" shall mean the last calendar day of March,
June,  September  and  December,  in each year,  commencing  on March 31,  1999;
provided, however, that if any Dividend Payment Date falls on any day other than
a Business Day, the dividend  payment due on such Dividend Payment Date shall be
paid on the Business Day immediately following such Dividend Payment Date.


<PAGE>

            "Dividend  Periods" shall mean quarterly dividend periods commencing
on April 1,  July 1,  October 1 and  January  1 of each  year and  ending on and
including the day preceding the first day of the next succeeding Dividend Period
(other  than the initial  Dividend  Period,  which  shall  commence on the Issue
Date).

            "Fully Junior Stock" shall mean any class or series of capital stock
of the Corporation now or hereafter issued and outstanding over which the Series
1  Preferred  Stock  has  preference  or  priority  in both (i) the  payment  of
dividends and (ii) the distribution of assets on any liquidation, dissolution or
winding up of the Corporation.

            "Funds from  Operations per Share" shall mean the amount  determined
by dividing (a) the net income of the  Corporation  before  extraordinary  items
(determined in accordance  with  generally  accepted  accounting  principles) as
reported by the Corporation in its year-end audited financial statements,  minus
gains (or  losses)  from debt  restructuring  and sales of  property,  plus real
property  depreciation and amortization and amortization of capitalized  leasing
expenses and tenant allowances or improvements (to the extent such allowances or
improvements  are  capital  items),  and after  adjustments  for  unconsolidated
partnerships,  corporations  and joint ventures (such items of depreciation  and
amortization and such gains,  losses and adjustments as determined in accordance
with generally accepted accounting principles and as reported by the Corporation
in its year-end audited financial statements) by (b) the weighted average number
of shares of common  stock of the  Corporation  outstanding  as  reported by the
Corporation  in its  year-end  audited  financial  statements.  Adjustments  for
unconsolidated partnerships, corporations and joint ventures shall be calculated
to reflect Funds from Operations per Share on the same basis. If the Corporation
shall after the Issue Date (A) pay a dividend or make a  distribution  in shares
of common stock on its  outstanding  shares of common  stock,  (B) subdivide its
outstanding  shares of common stock into a greater number of shares, (C) combine
its  outstanding  Common Stock into a smaller  number of shares or (D) issue any
shares of common stock by  reclassification  of its outstanding shares of common
stock,  the Funds from Operations per Share shall be  appropriately  adjusted to
give effect to such events.

            "Issue Date" shall mean the first date on which the Series 1
Preferred Stock is issued.

            "Junior  Stock"  shall mean the Common  Stock and any other class or
series  of  capital  stock  of the  Corporation  now  or  hereafter  issued  and
outstanding  over which the Series 1 Preferred  Stock has preference or priority
in the payment of dividends or in the distribution of assets on any liquidation,
dissolution or winding up of the Corporation.

            "Minimum  Amount"  shall mean the greater of (A) $0.2083 and (B) 65%
of the  highest  amount of Funds  from  Operations  per Share for any  preceding
fiscal year beginning with the fiscal year ending December 31, 1996,  divided by
four.

            "Non-Electing  Share"  shall have the meaning set forth in paragraph
(c) of Section 6 hereof.

            "Parity  Stock" shall have the meaning set forth in paragraph (b) of
Section 8.

            "Person" shall mean any individual, firm, partnership,  corporation,
or trust or other  entity,  and  shall  include  any  successor  (by  merger  or
otherwise) of such entity.

            "PRT Issue Date" means October 13, 1995.

            "Series 1  Preferred  Stock"  shall  have the  meaning  set forth in
Article FIRST hereof.

            "Series  2  Preferred  Stock"  shall  mean the  Series 2  Cumulative
Convertible  Redeemable Preferred Stock of the Corporation,  par value $0.01 per
share.

            "set apart for  payment"  shall be deemed to  include,  without  any
action  other  than the  following,  the  recording  by the  Corporation  in its
accounting  ledgers of any  accounting  or  bookkeeping  entry which  indicates,
pursuant to a declaration of dividends or other  distribution by the Board,  the
allocation of funds to be so paid on any series or class of capital stock of the

<PAGE>

Corporation;  provided,  however,  that if any  funds for any class or series of
Junior  Stock,  Fully  Junior  Stock or any class or series of shares of capital
stock ranking on a parity with the Series 1 Preferred Stock as to the payment of
dividends are placed in a separate  account of the Corporation or delivered to a
disbursing,  paying or other  similar  agent,  then "set apart for payment" with
respect to the Series 1  Preferred  Stock  shall  mean  placing  such funds in a
separate  account  or  delivering  such funds to a  disbursing,  paying or other
similar agent.

            "Transaction"  shall have the meaning set forth in paragraph  (c) of
Section 6 hereof.

            "Transfer  Agent" means  initially the Corporation and shall include
such other agent or agents of the  Corporation as may be designated by the Board
or their designee as the transfer agent for the Series 1 Preferred Stock.

            "Voting Preferred Stock" shall have the meaning set forth in Section
9 hereof.

Section 3.  Dividends.

(a) The holders of Series 1 Preferred Stock shall be entitled to receive,  when,
as and if declared by the Board out of funds legally available for that purpose,
quarterly  dividends payable in cash in an amount per share equal to the greater
of (i) the  Minimum  Amount or (ii) an amount  equal to  $0.02708  less than the
dividends (determined on each Dividend Payment Date) on a share of Common Stock,
or  portion  thereof,  into  which  a share  of  Series  2  Preferred  Stock  is
convertible upon conversion of a share of Series 1 Preferred Stock. For purposes
of clause (ii) of the preceding sentence,  such dividends shall equal the number
of shares of Common Stock,  or portion  thereof,  into which a share of Series 2
Preferred Stock is convertible  upon conversion of a share of Series 1 Preferred
Stock,  multiplied by the most current  quarterly  dividend paid or payable on a
share of  Common  Stock on or  before  the  applicable  Dividend  Payment  Date.
Dividends  on the Series 1  Preferred  Stock  shall begin to accrue and shall be
fully cumulative from the Issue Date,  whether or not for any Dividend Period or
Periods  there  shall be  funds of the  Corporation  legally  available  for the
payment of such  dividends,  and shall be  payable  quarterly,  when,  as and if
declared by the Board, in arrears on Dividend  Payment Dates,  commencing on the
first Dividend  Payment Date after the Issue Date.  Accrued and unpaid dividends
on shares of Series 1  Preferred  Stock  shall  include  any  accrued and unpaid
dividends on the Series A Cumulative  Convertible Redeemable Preferred Shares of
Beneficial  Interest of Pacific Retail Trust which are exchanged by operation of
law into such  shares of Series 1  Preferred  Stock  pursuant  to the  merger of
Pacific  Retail  Trust  into the  Corporation.  Each  dividend  on the  Series 1
Preferred  Stock shall be payable to the holders of record of Series 1 Preferred
Stock,  as they appear on the stock records of the  Corporation  at the close of
business on such record dates as shall be fixed by the Board. Accrued and unpaid
dividends for any past Dividend Periods may be declared and paid at any time and
for such interim  periods,  without  reference to any regular  Dividend  Payment
Date, to holders of record on such date as may be fixed by the Board.

(b) The amount of dividends  payable for any dividend  period  shorter or longer
than a full Dividend  Period,  on the Series 1 Preferred Stock shall be computed
on the basis of twelve  30-day  months and a 360-day  year.  Holders of Series 1
Preferred Stock shall not be entitled to any dividends, whether payable in cash,
property or stock, in excess of current and cumulative but unpaid dividends,  as
herein provided,  on the Series 1 Preferred Stock. No interest,  or sum of money
in lieu of  interest,  shall be payable in  respect of any  dividend  payment or
payments on the Series 1 Preferred Stock that may be in arrears.

(c) So long as any Series 1 Preferred Stock is outstanding, no dividends, except
as described in the immediately following sentence, shall be declared or paid or
set apart for  payment  on any  class or series of Parity  Stock for any  period
unless full cumulative dividends have been or contemporaneously are declared and
paid or declared and a sum sufficient for the payment thereof set apart for such
payment on the Series 1 Preferred Stock for all Dividend Periods  terminating on
or prior to the Dividend  Payment Date on such class or series of Parity  Stock.
When  dividends are not paid in full or a sum sufficient for such payment is not
set apart,  as aforesaid,  all dividends  declared upon Series 1 Preferred Stock
and all dividends  declared upon any other class or series of Parity Stock shall

<PAGE>

be  declared  ratably in  proportion  to the  respective  amounts  of  dividends
accumulated  and  unpaid on the Series 1  Preferred  Stock and  accumulated  and
unpaid on such Parity Stock.

(d) So long as any Series 1 Preferred Stock is outstanding,  no dividends (other
than dividends or distributions  paid solely in shares of, or options,  warrants
or rights to subscribe  for or purchase  shares of, Fully Junior Stock) shall be
declared or paid or set apart for payment or other distribution declared or made
upon  Junior  Stock,  nor shall  any  Junior  Stock be  redeemed,  purchased  or
otherwise  acquired (other than a redemption,  purchase or other  acquisition of
Common Stock made for  purposes of an employee  incentive or benefit plan of the
Corporation or any subsidiary) for any  consideration  (or any moneys be paid to
or made  available  for a sinking fund for the  redemption  of any shares of any
such stock) by the  Corporation,  directly or  indirectly  (except by conversion
into or  exchange  for  Fully  Junior  Stock),  unless in each case (i) the full
cumulative  dividends on all outstanding  Series 1 Preferred Stock and any other
Parity Stock of the  Corporation  shall have been paid or declared and set apart
for payment for all past Dividend Periods with respect to the Series 1 Preferred
Stock and all past  dividend  periods with respect to such Parity Stock and (ii)
sufficient  funds shall have been paid or declared and set apart for the payment
of the  dividend  for the current  Dividend  Period with respect to the Series 1
Preferred  Stock and the current  dividend  period  with  respect to such Parity
Stock.

Section 4.  Liquidation Preference.

(a)  In  the  event  of  any  liquidation,  dissolution  or  winding  up of  the
Corporation,   whether   voluntary  or   involuntary,   before  any  payment  or
distribution of the assets of the Corporation (whether capital or surplus) shall
be made to or set apart for  payment  to the  holders  of Junior  Stock or Fully
Junior Stock,  the holders of the Series 1 Preferred  Stock shall be entitled to
receive  $20.8333 per share of Series 1 Preferred  Stock plus an amount equal to
all dividends  declared but unpaid thereon to the date of final  distribution to
such holders; but such holders shall not be entitled to any further payment. If,
upon any liquidation,  dissolution or winding up of the Corporation,  the assets
of the Corporation, or proceeds thereof,  distributable among the holders of the
Series 1 Preferred Stock shall be  insufficient to pay in full the  preferential
amount  aforesaid and  liquidating  payments on any other shares of any class or
series of Parity  Stock,  then such assets,  or the proceeds  thereof,  shall be
distributed  among the  holders of Series 1  Preferred  Stock and any such other
Parity Stock ratably in  accordance  with the  respective  amounts that would be
payable on such Series 1 Preferred  Stock and any such other Parity Stock if all
amounts  payable  thereon were paid in full. For the purposes of this Section 4,
(i) a consolidation or merger of the Corporation with one or more Persons,  (ii)
a sale or transfer of all or substantially  all of the  Corporation's  assets or
(iii) a  statutory  share  exchange  shall not be  deemed  to be a  liquidation,
dissolution or winding up, voluntary or involuntary, of the Corporation.

(b)  Subject  to the  rights of the  holders of shares of any series or class or
classes of shares of  capital  stock  ranking  on a parity  with or prior to the
Series 1 Preferred Stock upon  liquidation,  dissolution or winding up, upon any
liquidation,  dissolution or winding up of the Corporation,  after payment shall
have  been made in full to the  holders  of the  Series 1  Preferred  Stock,  as
provided in this Section 4, any other series or class or classes of Junior Stock
or Fully Junior Stock shall,  subject to the respective terms and provisions (if
any) applying thereto, be entitled to receive any and all assets remaining to be
paid or  distributed,  and the holders of the Series 1 Preferred Stock shall not
be entitled to share therein.

Section 5.  Redemption at the Option of the Corporation.

(a) The Series 1 Preferred  Stock  shall not be  redeemable  by the  Corporation
prior to October 20, 2010. On and after October 20, 2010,  the  Corporation,  at
its  option,  may redeem the Series 1 Preferred  Stock,  in whole at any time or
from time to time in part at the option of the Corporation at a redemption price
of $20.8333 per share of Series 1 Preferred Stock, plus the amounts indicated in
Section 5(b).

(b) Upon any redemption of Series 1 Preferred  Stock pursuant to this Section 5,
the  Corporation  shall pay in full any and all  accrued  and  unpaid  dividends

<PAGE>

(without  interest or sum of money in lieu of interest) for any and all Dividend
Periods  ending on or prior to the Call  Date.  If the Call Date  falls  after a
dividend  payment record date and prior to the  corresponding  Dividend  Payment
Date,  then each holder of Series 1 Preferred  Stock at the close of business on
such dividend  payment record date shall be entitled to the dividend  payable on
such shares on the  corresponding  dividend  payment  date  notwithstanding  the
redemption of such shares before such Dividend Payment Date.

(c) If full  cumulative  dividends on the Series 1 Preferred Stock and any other
class or  series  of  Parity  Stock  of the  Corporation  have not been  paid or
declared  and set apart for  payment,  the Series 1  Preferred  Stock may not be
redeemed  under this Section 5 in part and the  Corporation  may not purchase or
acquire  shares  of Series 1  Preferred  Stock,  otherwise  than  pursuant  to a
voluntary  purchase or  exchange  offer made on the same terms to all holders of
Series 1 Preferred Stock.

(d) Notice of the redemption of any Series 1 Preferred  Stock under this Section
5 shall be  mailed  by  first-class  mail to each  holder  of record of Series 1
Preferred  Stock to be  redeemed  at the address of each such holder as shown on
the  Corporation's  record,  not less than 30 nor more than 90 days prior to the
Call Date.  Neither  the failure to mail any notice  required by this  paragraph
(d), nor any defect therein or in the mailing thereof, to any particular holder,
shall affect the  sufficiency  of the notice or the validity of the  proceedings
for redemption with respect to the other holders. Any notice which was mailed in
the manner  herein  provided  shall be  conclusively  presumed to have been duly
given on the date mailed  whether or not the holder  receives  the notice.  Each
such mailed  notice  shall state,  as  appropriate:  (1) the Call Date;  (2) the
number of shares of Series 1 Preferred  Stock to be redeemed  and, if fewer than
all the shares held by such holder are to be redeemed, the number of such shares
to be redeemed from such holder;  (3) the place or places at which  certificates
for such shares are to be  surrendered;  and (4) that dividends on the shares to
be redeemed shall cease to accrue on such Call Date except as otherwise provided
herein.  Notice  having been mailed as  aforesaid,  from and after the Call Date
(unless the Corporation shall fail to make available an amount of cash necessary
to effect such redemption),  (i) except as otherwise provided herein,  dividends
on the Series 1 Preferred Stock so called for redemption  shall cease to accrue,

(ii) said  shares  shall no longer  be  deemed to be  outstanding  and (iii) all
rights of the  holders  thereof as holders  of Series 1  Preferred  Stock of the
Corporation  shall  cease  (except  the  rights to convert  and to receive  cash
payable upon such  redemption,  without  interest  thereon,  upon  surrender and
endorsement  of their  certificates  if so required and to receive any dividends
payable  thereon).  The  Corporation's  obligation to provide cash in accordance
with the preceding  sentence shall be deemed fulfilled if, on or before the Call
Date, the  Corporation  shall deposit with a bank or trust company (which may be
an affiliate of the Corporation) that has an office in the Borough of Manhattan,
City of New York,  and that has, or is an affiliate  of a bank or trust  company
that has, capital and surplus of at least $50,000,000, sufficient cash necessary
for such redemption,  in trust, with irrevocable  instructions that such cash be
applied  to the  redemption  of the  Series  1  Preferred  Stock so  called  for
redemption.  No interest shall accrue for the benefit of the holders of Series 1
Preferred  Stock to be  redeemed  on any cash so set  aside by the  Corporation.
Subject to applicable  escheat laws and other unclaimed  property laws, any such
cash  unclaimed  at the end of two years from the Call Date shall  revert to the
general  funds of the  Corporation,  after which  reversion  the holders of such
shares so called  for  redemption  shall look only to the  general  funds of the
Corporation for the payment of such cash. Notwithstanding the above, at any time
after such  redemption  notice is received and on or prior to the Call Date, any
holder may exercise its conversion rights under Section 6 below.

                  As promptly as  practicable  after the surrender in accordance
with said notice of the certificates  for any such shares so redeemed  (properly
endorsed or assigned for transfer,  if the  Corporation  shall so require and if
the  notice  shall  so  state),  such  shares  shall be  exchanged  for any cash
(including  accumulated and unpaid dividends but without  interest  thereon) for
which such shares have been redeemed.  If fewer than all the outstanding  shares
of Series 1 Preferred  Stock are to be redeemed,  shares to be redeemed shall be
selected  by the  Corporation  from  outstanding  Series 1  Preferred  Stock not
previously  called for redemption by lot or pro rata (as nearly as may be) or by
any other method  determined  by the  Corporation  in its sole  discretion to be

<PAGE>

equitable.  If fewer than all shares of the Series 1 Preferred Stock represented
by  any  certificate  are  redeemed,  then  new  certificates  representing  the
unredeemed shares shall be issued without cost to the holder thereof.

Section 6. Conversion. Subject to subparagraph (f) of this Section 6, holders of
Series 1  Preferred  Stock  shall have the  right,  at any time and from time to
time, to convert all or a portion of such shares into Series 2 Preferred  Stock,
as follows:

(a) Subject to and upon  compliance  with the  provisions  of this  Section 6, a
holder of Series 1  Preferred  Stock  shall  have the  right,  at such  holder's
option,  at any time to convert each share of Series 1 Preferred  Stock into one
fully paid and non-assessable  share of Series 2 Preferred Stock by surrendering
such shares to be converted, such surrender to be made in the manner provided in
paragraph  (b) of this  Section  6. In  addition,  upon  conversion  of Series 1
Preferred  Stock any holder  may elect to  simultaneously  convert  the Series 2
Preferred  Stock  issuable  upon such  conversion  into that number of shares of
Common  Stock into  which  such  Series 2  Preferred  Stock is then  convertible
pursuant to the terms of the Series 2 Preferred Stock.

(b) In order to  exercise  the  conversion  right,  the  holder of each share of
Series 1  Preferred  Stock  to be  converted  shall  surrender  the  certificate
representing  such share,  duly  endorsed or assigned to the  Corporation  or in
blank, at the office of the Transfer Agent, accompanied by written notice to the
Corporation  that the holder  thereof  elects to convert such Series 1 Preferred
Stock and payment of the amount, if any, determined pursuant to subparagraph (f)
of this Section 6. Unless the shares  issuable on conversion are to be issued in
the same name as the name in which such Series 1 Preferred  Stock is registered,
each share  surrendered  for  conversion  shall be accompanied by instruments of
transfer,  in form satisfactory to the Corporation,  duly executed by the holder
or such holder's duly  authorized  attorney and an amount  sufficient to pay any
transfer or similar tax (or evidence reasonably  satisfactory to the Corporation
demonstrating that such taxes have been paid).

                  Holders of Series 1  Preferred  Stock at the close of business
on a dividend  payment  record date shall be  entitled  to receive the  dividend
payable   on  such   shares  on  the   corresponding   dividend   payment   date
notwithstanding  the conversion  thereof  following such dividend payment record
date and on or prior to such  dividend  payment date. In no event shall a holder
of Series 1 Preferred Stock be entitled to receive a dividend  payment on Series
2 Preferred Stock issued or issuable upon conversion of Series 1 Preferred Stock
if such  holder is  entitled  to receive a  dividend  in respect of the Series 1
Preferred  Stock  surrendered  for  conversion.  The  Corporation  shall make no
payment  or  allowance  for unpaid  dividends,  whether  or not in  arrears,  on
converted  shares or for  dividends on the Series 2 Preferred  Stock issued upon
such  conversion,  except as contemplated  pursuant to subparagraph  (f) of this
Section 6.

                  As promptly as practicable after the surrender of certificates
for Series 1 Preferred Stock as aforesaid, the Corporation shall issue and shall
deliver  at such  office to such  holder,  or such  holder's  written  order,  a
certificate or certificates  for the number of full shares of Series 2 Preferred
Stock issuable upon the conversion of such shares in accordance  with provisions
of this Section 6.

                  Each  conversion   shall  be  deemed  to  have  been  effected
immediately prior to the close of business on the date on which the certificates
for  Series 1  Preferred  Stock  shall  have been  surrendered  and such  notice
(together with the undertaking  described below if such conversion  occurs on or
prior  to  the  fifth  anniversary  of  the  PRT  Issue  Date)  received  by the
Corporation  as aforesaid,  and the person or persons in whose name or names any
certificate or certificates  for Series 2 Preferred Stock shall be issuable upon
such  conversion  shall be deemed to have become the holder or holders of record
of the shares  represented  thereby  at such time on such date  unless the stock
transfer books of the  Corporation  shall be closed on that date, in which event
such person or persons  shall be deemed to have become such holder or holders of
record at the close of business on the next  succeeding  day on which such stock
transfer  books  are  open.  Concurrently  with the  delivery  of any  notice of
conversion  prior to the fifth  anniversary  of the PRT Issue  Date,  any holder
converting  its Series 1 Preferred  Stock shall  deliver to the  Corporation  an
undertaking  to pay the  amount,  if  any,  pursuant  to the  last  sentence  of
subparagraph (f) of this Section 6.


<PAGE>

(c) If the Corporation  shall be a party to any transaction  (including  without
limitation a merger, consolidation,  statutory share exchange, self tender offer
for  all  or  substantially  all  Series  2  Preferred  Stock,  sale  of  all or
substantially all of the Corporation's  assets or recapitalization of the Series
2  Preferred  Stock)  (each of the  foregoing  being  referred  to  herein  as a
"Transaction"),  in each  case as a result  of which  all or  substantially  all
Series  2  Preferred  Stock  is  converted  into the  right  to  receive  stock,
securities or other  property  (including  cash or any  combination  thereof) of
another Person,  each share of Series 1 Preferred Stock,  which is not converted
into a Series 2 Preferred Share prior to such  Transaction,  shall thereafter be
convertible  into the kind and amount of shares of stock,  securities  and other
property  (including  cash  or any  combination  thereof)  receivable  upon  the
consummation of such  Transaction by a holder of that number of shares of Series
2  Preferred  Stock  into  which  one  share of  Series 1  Preferred  Stock  was
convertible  immediately  prior to such  Transaction,  assuming  such  holder of
Series  2  Preferred  Stock  (i) is not a  Person  with  which  the  Corporation
consolidated  or into  which the  Corporation  merged or which  merged  into the
Corporation  or to which  such sale or  transfer  was  made,  as the case may be
("Constituent  Person"), or an affiliate of a Constituent Person and (ii) failed
to exercise his rights of  election,  if any, as to the kind or amount of stock,
securities and other property  (including cash) receivable upon such Transaction
(provided  that if the kind or amount of stock,  securities  and other  property
(including cash) receivable upon such Transaction is not the same for each share
of Series 2 Preferred Share held immediately  prior to such Transaction by other
than a Constituent  Person or an affiliate  thereof and in respect of which such
rights of election shall not have been exercised  ("Non-Electing  Share"),  then
for the purpose of this  paragraph (c) the kind and amount of stock,  securities
and other property  (including  cash)  receivable upon such  Transaction by each
Non-Electing  Share shall be deemed to be the kind and amount so receivable  per
share by a plurality of the Non-Electing Shares). The Corporation shall not be a
party to any  Transaction  unless the terms of such  Transaction  are consistent
with the  provisions of this paragraph (c), and it shall not consent or agree to
the  occurrence of any  Transaction  until the  Corporation  has entered into an
agreement with the successor or purchasing  entity,  as the case may be, for the
benefit  of the  holders  of the  Series 1  Preferred  Stock  that will  contain
provisions  enabling  the  holders of the Series 1  Preferred  Stock that remain
outstanding after such Transaction to convert into the consideration received by
holders  of  Series  2  Preferred  Stock  at  the  conversion  price  in  effect
immediately  prior to such  Transaction.  The  provisions of this  paragraph (c)
shall similarly apply to successive Transactions.

(d)  The  Corporation  covenants  that it will at all  times  reserve  and  keep
available,  free from preemptive  rights, out of the aggregate of its authorized
but unissued  shares of Series 2 Preferred  Stock,  for the purpose of effecting
conversion of the Series 1 Preferred  Stock, the full number of shares of Series
2 Preferred Stock  deliverable  upon the conversion of all outstanding  Series 1
Preferred Stock not theretofore converted.

                  The  Corporation   covenants  that  any  shares  of  Series  2
Preferred  Stock issued upon conversion of the Series 1 Preferred Stock shall be
validly issued, fully paid and non-assessable.

                  Prior to the delivery of any securities  that the  Corporation
shall be obligated to deliver upon  conversion of the Series 1 Preferred  Stock,
the  Corporation  shall  endeavor  to comply with all federal and state laws and
regulations  thereunder  requiring the  registration of such securities with, or
any  approval  of or  consent  to the  delivery  thereof  by,  any  governmental
authority.

(e) The Corporation  will pay any and all documentary  stamp or similar issue or
transfer taxes payable in respect of the issue or delivery of Series 2 Preferred
Stock or other  securities  or property on  conversion of the Series 1 Preferred
Stock pursuant  hereto;  provided,  however,  that the Corporation  shall not be
required to pay any tax that may be payable in respect of any transfer  involved
in the issue or  delivery  of Series 2 Preferred  Stock or other  securities  or
property in a name other than that of the holder of the Series 1 Preferred Stock
to be  converted,  and no such issue or delivery  shall be made unless and until
the person  requesting  such issue or delivery has paid to the  Corporation  the
amount of any such tax or  established,  to the reasonable  satisfaction  of the
Corporation, that such tax has been paid.
<PAGE>

(f) In the event that any holder of Series 1 Preferred  Stock shall exercise its
right to convert  such shares  into Series 2 Preferred  Stock prior to the fifth
anniversary of the PRT Issue Date, upon any such  conversion,  the holder of the
Series 1 Preferred Stock  surrendered for conversion shall pay an amount in cash
to the Corporation  equal to the amount obtained by multiplying (i) 0.0052 times
(ii) the quotient  obtained by dividing (A) the actual  number of days that will
elapse  beginning on and including the date on which the conversion is deemed to
have been effected and ending on and including the fifth  anniversary of the PRT
Issue  Date by (B) 365 times  (iii) the  difference  between  (X) the  aggregate
liquidation  preference (excluding accrued and unpaid dividends) of the Series 1
Preferred  Stock being  converted  and (Y) the  aggregate  amount of accrued and
unpaid dividends on the Series 1 Preferred Stock being converted  (provided that
the amount  determined  pursuant  to this  clause  (iii)  shall not be less than
zero).  In addition,  immediately  after the dividend  payment  record date next
following the conversion  date with respect to the Series 2 Preferred Stock into
which the Series 1  Preferred  Stock is  convertible  (or the Common  Stock into
which such Series 2 Preferred  Stock is  convertible,  whichever is applicable),
the holder of the  Series 1  Preferred  Stock  shall pay to the  Corporation  an
amount,  if any,  necessary  to ensure that the holder has received an aggregate
amount of $0.02708 per share being  converted less than the dividend  payable on
Common Stock for the dividend period during which the conversion was effected.

Section 7.  Shares to Be Retired.  All shares of Series 1 Preferred  Stock which
shall have been issued and reacquired in any manner by the Corporation  shall be
restored to the status of authorized but unissued  shares of Preferred  Stock of
the Corporation, without designation as to class or series.

Section 8.  Ranking.  Any class or series of  shares  of  capital  stock of the
Corporation shall be deemed to rank:

(a) prior to the Series 1 Preferred Stock, as to the payment of dividends and as
to  distribution of assets upon  liquidation,  dissolution or winding up, if the
holders of such class or series shall be entitled to the receipt of dividends or
of amounts  distributable  upon  liquidation,  dissolution or winding up, as the
case may be, in  preference  or  priority  to the  holders of Series 1 Preferred
Stock;

(b) on a parity  with  the  Series  1  Preferred  Stock,  as to the  payment  of
dividends and as to  distribution  of assets upon  liquidation,  dissolution  or
winding  up,  whether  or not the  dividend  rates,  dividend  payment  dates or
liquidation prices per share thereof shall be different from those of the Series
1  Preferred  Stock,  if the  holders  of such  class or series and the Series 1
Preferred  Stock shall be entitled  to the receipt of  dividends  and of amounts
distributable upon liquidation, dissolution or winding up in proportion to their
respective  amounts of accrued  and unpaid  dividends  per share or  liquidation
preferences, without preference or priority one over the other ("Parity Stock");

(c) junior to the Series 1 Preferred Stock, as to the payment of dividends or as
to the  distribution of assets upon  liquidation,  dissolution or winding up, if
such class or series shall be Junior Stock; and

(d) junior to the Series 1 Preferred  Stock,  as to the payment of dividends and
as to the distribution of assets upon liquidation, dissolution or winding up, if
such class or series shall be Fully Junior Stock.

            The  Corporation's  Series  2  Cumulative   Convertible   Redeemable
Preferred  Stock and the  Corporation's  8.125%  Series A Cumulative  Redeemable
Preferred Stock shall constitute Parity Stock.

Section 9.  Voting.

(a) Each issued and outstanding  share of Series 1 Preferred Stock shall entitle
the holder thereof to the number of votes per share of Common Stock into which a
share of Series 2 Preferred  Stock is convertible  upon conversion of a share of
Series 1  Preferred  Stock (as of the close of  business  on the record date for
determination  of  shareholders  entitled  to vote on a matter)  on all  matters
presented for a vote of shareholders of the Corporation  and, except as required
by applicable  law and subject to the further  provisions of this Section 9, the
Series 1 Preferred Stock shall be voted together with all issued and outstanding
Common Stock and Series 2 Preferred Stock voting as a single class.

(b) If and whenever twelve consecutive quarterly dividends payable on the Series
1  Preferred  Stock or any series or class of Parity  Stock  shall be in arrears
(which shall,  with respect to any such quarterly  dividend,  mean that any such

<PAGE>

dividend  has not been paid in full),  whether  or not earned or  declared,  the
number of directors  then  constituting  the Board shall be increased by one and
the holders of Series 1 Preferred Stock,  together with the holders of shares of
every other series of Parity Stock,  including the Series 2 Preferred Stock (any
such other  series,  the "Voting  Preferred  Stock"),  voting as a single  class
regardless of series,  shall be entitled to elect,  at a special  meeting of the
holders of the Series 1 Preferred Stock and the Voting Preferred Stock called as
hereinafter  provided,  the additional director to serve on the Board.

Whenever all arrearages in dividends on the Series 1 Preferred Stock and the
Voting Preferred Stock then outstanding shall have been paid and dividends
thereon for  the current  quarterly  dividend  period  shall  have been paid or
declared and set apart for payment, then the right of the holders of the Series
1 Preferred Stock and the Voting  Preferred  Stock to elect such  additional
director shall cease (but subject  always to the same provision for the vesting
of such  voting  rights in the case of  any similar future arrearages in twelve
quarterly dividends), and  the  terms  of  office of the person  elected  as
director  by the  holders of the Series  1  Preferred  Stock  and the  Voting
Preferred  Stock  shall  forthwith terminate  and the number of members of the
Board shall be reduced  accordingly.

At any time after such voting  power shall have been so vested in the holders of
Series 1 Preferred Stock and the Voting Preferred Stock (or if any vacancy shall
occur in respect of the director previously elected by the holders of the Series
1  Preferred  Stock  and the  Voting  Preferred  Stock),  the  secretary  of the
Corporation  shall  call a  special  meeting  of the  holders  of the  Series  1
Preferred  Stock  and of the  Voting  Preferred  Stock for the  election  of the
director  to be  elected  by them as  herein  provided,  such call to be made by
notice similar to that provided in the Bylaws of the  Corporation  for a special
meeting of the  shareholders  or as required by law. If any such special meeting
required  to be called as above  provided  shall not be called by the  secretary
within 30 days after the end of the most recent Dividend Period during which the
right to elect such additional director arose or such vacancy occurred, then any
holder of Series 1 Preferred Stock may call such meeting,  upon the notice above
provided,  and for that  purpose  shall have access to the stock  records of the
Corporation.  The director elected at any such special meeting shall hold office
until the next annual  meeting of the  shareholders  or special  meeting held in
lieu  thereof  if such  office  shall not have  previously  terminated  as above
provided.

(c) So long as any Series 1 Preferred Stock is  outstanding,  in addition to any
other vote or consent of  shareholders  required by law or by the  Charter,  the
affirmative  vote of at least 66 2/3% of the  votes  entitled  to be cast by the
holders of the Series 1  Preferred  Stock,  together  with the holders of Voting
Preferred Stock, at the time outstanding, acting as a single class regardless of
series,  given in person or by proxy,  either in writing without a meeting or by
vote at any meeting called for the purpose,  shall be necessary for effecting or
validating:

                  (i)  Any  amendment,  alteration  or  repeal  of  any  of  the
      provisions of the Charter or these Articles of Amendment  that  materially
      and adversely  affects the voting  powers,  rights or  preferences  of the
      holders of the Series 1  Preferred  Stock or the Voting  Preferred  Stock;
      provided,  however, that the amendment of the provisions of the Charter so
      as to  authorize  or create or to increase  the  authorized  amount of any
      Fully Junior Stock,  Junior Stock that is not senior in any respect to the
      Series 1 Preferred  Stock,  or any stock of any class  ranking on a parity
      with the Series 1 Preferred Stock or the Voting  Preferred Stock shall not
      be deemed to  materially  adversely  affect the voting  powers,  rights or
      preferences  of the holders of Series 1  Preferred  Stock;  and  provided,
      further, that if any such amendment, alteration or repeal would materially
      and  adversely  affect any voting  powers,  rights or  preferences  of the
      Series 1 Preferred Stock or another series of Voting  Preferred Stock that
      are not enjoyed by some or all of the other series  otherwise  entitled to
      vote in accordance  herewith,  the affirmative vote of at least 66 2/3% of
      the votes  entitled  to be cast by the  holders  of all  series  similarly
      affected,  similarly  given,  shall be required in lieu of the affirmative
      vote of at least 66 2/3% of the votes  entitled  to be cast by the holders
      of the Series 1 Preferred  Stock and the Voting  Preferred Stock otherwise
      entitled to vote in accordance herewith; or


<PAGE>

                  (ii) A share  exchange  that  affects  the Series 1  Preferred
      Stock,  a  consolidation  with or merger of the  Corporation  into another
      Person,  or a  consolidation  with or merger of  another  Person  into the
      Corporation,  unless in each such  case each  share of Series 1  Preferred
      Stock (A) shall remain  outstanding  without a material and adverse change
      to its terms and rights or (B) shall be converted  into or  exchanged  for
      convertible  preferred stock of the surviving  entity having  preferences,
      conversion or other rights, voting powers, restrictions, limitations as to
      dividends,  qualifications  and terms or conditions of redemption  thereof
      identical  to that of a share of  Series 1  Preferred  Stock  (except  for
      changes that do not  materially  and  adversely  affect the holders of the
      Series 1 Preferred Stock); or

                  (iii) The authorization or creation of, or the increase in the
      authorized amount of, any shares of any class or any security  convertible
      into shares of any class ranking prior to the Series 1 Preferred  Stock in
      the distribution of assets on any  liquidation,  dissolution or winding up
      of the Corporation or in the payment of dividends.

(d)  For  purposes  of  voting  in  respect  to  those  matters  referred  to in
subparagraphs  (b) and (c) of this Section 9, unless  otherwise  provided  under
applicable  law, each share of Series 1 Preferred  Stock shall have one (1) vote
per share,  except that when any other series of Preferred  Stock shall have the
right to vote with the Series 1 Preferred Stock as a single class on any matter,
then the Series 1 Preferred  Stock and such other series shall have with respect
to such  matters  one (1) vote per  $20.8333 of stated  liquidation  preference.
Except as  otherwise  required by  applicable  law or as set forth  herein,  the
Series 1 Preferred Stock shall not have any relative, participating, optional or
other special  voting rights and powers other than as set forth herein,  and the
consent  of the  holders  thereof  shall not be  required  for the taking of any
corporate action.

Section 10. Record Holders.  The Corporation and the Transfer Agent may deem and
treat the record  holder of any shares of Series 1  Preferred  Stock as the true
and lawful owner thereof for all purposes,  and neither the  Corporation nor the
Transfer Agent shall be affected by any notice to the contrary.

Section 11. Sinking  Fund.  The  Series 1  Preferred  Stock  shall  not be
entitled  to the benefits of any retirement or sinking fund.

      THIRD:  The Series 1 Preferred  Stock has been  classified and designated
by the Board of Directors under the authority contained in Section 4.2 of the
Charter.

      FOURTH:  These  Articles of Amendment  have been approved by the Board of
Directors in the manner and by the vote required by law.

      FIFTH:  The undersigned  President of the Corporation  acknowledges  these
Articles of Amendment to be the corporate act of the Corporation  and, as to all
matters or facts required to be verified under oath, the  undersigned  President
acknowledges  that to the best of her knowledge,  information and belief,  these
matters and facts are true in all material  respects and that this  statement is
made under the penalties for perjury.



                            [Signature Page Follows]

<PAGE>


            IN WITNESS  WHEREOF,  the  Corporation  has caused these Articles of
Amendment  to be  executed  under  seal in its  name  and on its  behalf  by its
President and attested to by its Secretary on this 26th day of February, 1999.



                                       REGENCY REALTY CORPORATION


                                       By:   /s/ Mary Lou Rogers
                                          --------------------------------------
                                          Name: Mary Lou Rogers
                                          Title:      President

[SEAL]


ATTEST:



 /s/ J. Christian Leavitt
------------------------------
Name: J. Christian Leavitt
Title:      Secretary


<PAGE>

              ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF

                           REGENCY REALTY CORPORATION

                     DESIGNATING THE PREFERENCES, RIGHTS AND

                       LIMITATIONS OF 1,502,532 SHARES OF

           SERIES 2 CUMULATIVE CONVERTIBLE REDEEMABLE PREFERRED STOCK

                                 $0.01 Par Value

            Pursuant to Section 607.0602 of the Florida Business Corporation Act
("FBCA"), Regency Realty Corporation, a Florida corporation (the "Corporation"),
does hereby certify that:

      FIRST:  Pursuant  to  the  authority  expressly  vested  in the  Board  of
Directors  of  the  Corporation  by  Section  4.2 of the  Restated  Articles  of
Incorporation  of the  Corporation,  as  amended  (the  "Charter")  and  Section
607.0602 of the FBCA, the Board of Directors of the Corporation,  by resolutions
duly  adopted on  September  23,  1998 has  classified  1,502,532  shares of the
authorized but unissued  Preferred Stock par value $.01 per share (the "Series 2
Preferred  Stock")  as a  separate  class of  Preferred  Stock,  authorized  the
issuance  of a maximum of  1,502,532  shares of such class of Series 2 Preferred
Stock,  set certain of the  preferences,  conversion  and other  rights,  voting
powers,  restrictions,  limitations as to dividends,  qualifications,  terms and
conditions of redemption  and other terms and conditions of such class of Series
2 Preferred Stock.  Shareholder approval was not required under the Charter with
respect to such designation.

      SECOND:  The class of Series 2 Preferred Stock of the Corporation  created
by the  resolutions  duly adopted by the Board of  Directors of the  Corporation
shall have the following designation, number of shares, preferences,  conversion
and other rights,  voting powers,  restrictions  and limitation as to dividends,
qualifications,   terms  and  conditions  of  redemption  and  other  terms  and
conditions:

Section 1.  Number of Shares and  Designation.  The number of shares of Series 2
Preferred  Stock  which  shall  constitute  such  series  shall not be more than
1,502,532 shares,  par value $0.01 per share, which number may be decreased (but
not below the  number  thereof  then  outstanding  plus the number  required  to
fulfill  the  Corporation's  obligations  under  certain  agreements,   options,
warrants or similar rights issued by the  Corporation)  from time to time by the
Board of Directors of the Corporation.  Except as otherwise  specifically stated
herein,  the Series 2 Preferred  Stock shall have the same rights and privileges
as Common Stock under Florida law.

Section 2.  Definitions.  For purposes of the Series 2 Preferred  Stock, the
following terms shall have the meanings indicated:

            "Board" shall mean the Board of Directors of the  Corporation or any
committee  authorized  by  such  Board  of  Directors  to  perform  any  of  its
responsibilities with respect to the Series 2 Preferred Stock.

            "Business Day" shall mean any day other than a Saturday, Sunday or a
day on which state or federally chartered banking institutions in New York City,
New York are not required to be open.

            "Call Date" shall mean the date  specified  in the notice to holders
required under subparagraph (d) of Section 5 as the Call Date.

            "Common   Stock"  shall  mean  the  common   capital  stock  of  the
Corporation, par value $0.01 per share.

            "Constituent  Person"  shall have the meaning set forth in paragraph
(e) of Section 6 hereof.

            "Conversion  Price"  shall  mean the  conversion  price per share of
Common  Stock for which the Series 2  Preferred  Stock is  convertible,  as such
Conversion Price may be adjusted  pursuant to Section 6. The initial  conversion
price shall be $20.8333  (equivalent  to a  conversion  rate of one (1) share of
Common Stock for each share of Series 2 Preferred Stock).
<PAGE>

            "Current  Market Price" of publicly traded Common Stock or any other
class of capital stock or other security of the  Corporation or any other issuer
for any day shall mean the last reported  sales price on such day,  regular way,
or, if no sale takes place on such day, the average of the reported  closing bid
and asked prices on such day, regular way, in either case as reported on the New
York Stock Exchange  ("NYSE") or, if such security is not listed or admitted for
trading on the NYSE, on the principal national securities exchange on which such
security  is listed or admitted  for  trading or, if not listed or admitted  for
trading on any national  securities  exchange,  on the National Market System of
the National Association of Securities Dealers, Inc. Automated Quotations System
("NASDAQ")  or, if such security is not quoted on such National  Market  System,
the  average  of  the  closing  bid  and  asked   prices  on  such  day  in  the
over-the-counter  market as reported  by NASDAQ or, if bid and asked  prices for
such  security  on such day shall  not have been  reported  through  NASDAQ,  as
reported by the National Quotation Bureau, Incorporated, or, if not so reported,
the average of the closing bid and asked  prices as  furnished  by any member of
the National Association of Securities Dealers,  Inc. selected from time to time
by the  Corporation for such purpose,  or, if no such prices are furnished,  the
fair market value of the security as determined in good faith by the Board.

            "Dividend  Payment  Date" shall mean the last calendar day of March,
June,  September  and  December,  in each year,  commencing  on March 31,  1999;
provided, however, that if any Dividend Payment Date falls on any day other than
a Business Day, the dividend  payment due on such Dividend Payment Date shall be
paid on the Business Day immediately following such Dividend Payment Date.

            "Dividend  Periods" shall mean quarterly dividend periods commencing
on April 1,  July 1,  October 1 and  January  1 of each  year and  ending on and
including the day preceding the first day of the next succeeding Dividend Period
(other  than the initial  Dividend  Period,  which  shall  commence on the Issue
Date).

            "Fully Junior Stock" shall mean any class or series of capital stock
of the Corporation now or hereafter issued and outstanding over which the Series
2  Preferred  Stock  has  preference  or  priority  in both (i) the  payment  of
dividends and (ii) the distribution of assets on any liquidation, dissolution or
winding up of the Corporation.

            "Funds from  Operations per Share" shall mean the amount  determined
by dividing (a) the net income of the  Corporation  before  extraordinary  items
(determined in accordance  with  generally  accepted  accounting  principles) as
reported by the Corporation in its year-end audited financial statements,  minus
gains (or  losses)  from debt  restructuring  and sales of  property,  plus real
property  depreciation and amortization and amortization of capitalized  leasing
expenses and tenant allowances or improvements (to the extent such allowances or
improvements  are  capital  items),  and after  adjustments  for  unconsolidated
partnerships,  corporations  and joint ventures (such items of depreciation  and
amortization and such gains,  losses and adjustments as determined in accordance
with generally accepted accounting principles and as reported by the Corporation
in its year-end audited financial statements) by (b) the weighted average number
of shares of common  stock of the  Corporation  outstanding  as  reported by the
Corporation  in its  year-end  audited  financial  statements.  Adjustments  for
unconsolidated partnerships, corporations and joint ventures shall be calculated
to reflect Funds from Operations per Share on the same basis. If the Corporation
shall after the Issue Date (A) pay a dividend or make a  distribution  in shares
of common stock on its  outstanding  shares of common  stock,  (B) subdivide its
outstanding  shares of common stock into a greater number of shares, (C) combine
its  outstanding  Common Stock into a smaller  number of shares or (D) issue any
shares of common stock by  reclassification  of its outstanding shares of common
stock,  the Funds from Operations per Share shall be  appropriately  adjusted to
give effect to such events.

            "Issue Date" shall mean the first date on which the Series 2
Preferred  Stock is issued.

            "Junior  Stock"  shall mean the Common  Stock and any other class or
series  of  capital  stock  of the  Corporation  now  or  hereafter  issued  and
outstanding  over which the Series 2 Preferred  Stock has preference or priority
in the payment of dividends or in the distribution of assets on any liquidation,
dissolution or winding up of the Corporation.

            "Minimum  Amount"  shall mean the greater of (A) $0.2083 and (B) 65%
of the  highest  amount of Funds  from  Operations  per Share for any  preceding
fiscal year, beginning with the fiscal year ending December 31, 1996, divided by
four.


<PAGE>

            "Non-Electing  Share"  shall have the meaning set forth in paragraph
(e) of Section 6 hereof.

            "Parity  Stock" shall have the meaning set forth in paragraph (b) of
Section 8.

            "Person" shall mean any individual, firm, partnership,  corporation,
or trust or other  entity,  and  shall  include  any  successor  (by  merger  or
otherwise) of such entity.

            "Securities"  and  "Security"  shall have the  meanings set forth in
paragraph (d)(iv) of Section 6 hereof.

            "Series  1  Preferred  Stock"  shall  mean the  Series 1  Cumulative
Convertible  Redeemable Preferred Stock of the Corporation,  par value $0.01 per
share.

            "Series 2  Preferred  Stock"  shall  have the  meaning  set forth in
Article FIRST hereof.

            "set apart for  payment"  shall be deemed to  include,  without  any
action  other  than the  following,  the  recording  by the  Corporation  in its
accounting  ledgers of any  accounting  or  bookkeeping  entry which  indicates,
pursuant to a declaration of dividends or other  distribution by the Board,  the
allocation of funds to be so paid on any series or class of capital stock of the
Corporation;  provided,  however,  that if any  funds for any class or series of
Junior  Stock,  Fully  Junior  Stock or any class or series of shares of capital
stock ranking on a parity with the Series 2 Preferred Stock as to the payment of
dividends are placed in a separate  account of the Corporation or delivered to a
disbursing,  paying or other  similar  agent,  then "set apart for payment" with
respect to the Series 2  Preferred  Stock  shall  mean  placing  such funds in a
separate  account  or  delivering  such funds to a  disbursing,  paying or other
similar agent.

            "Transaction"  shall have the meaning set forth in paragraph  (e) of
Section 6 hereof.

            "Transfer  Agent" means  initially the Corporation and shall include
such other agent or agents of the  Corporation as may be designated by the Board
or their designee as the transfer agent for the Series 2 Preferred Stock.

            "Voting Preferred Stock" shall have the meaning set forth in Section
9 hereof.

Section 3.  Dividends.
---------------------

(a) The holders of Series 2 Preferred Stock shall be entitled to receive,  when,
as and if declared by the Board out of funds legally available for that purpose,
quarterly  dividends payable in cash in an amount per share equal to the greater
of (i) the Minimum Amount or (ii) an amount equal to the dividend (determined on
each Dividend Payment Date) on a share of Common Stock, or portion thereof, into
which a share of Series 2 Preferred Stock is convertible. For purposes of clause
(ii) of the preceding sentence,  such dividends shall equal the number of shares
of Common Stock,  or portion  thereof,  into which a share of Series 2 Preferred
Stock is convertible,  multiplied by the most current quarterly dividend paid or
payable on a share of Common Stock on or before the applicable  Dividend Payment
Date.  Dividends on the Series 2 Preferred Stock shall begin to accrue and shall
be fully cumulative from the Issue Date,  whether or not for any Dividend Period
or Periods  there shall be funds of the  Corporation  legally  available for the
payment of such  dividends,  and shall be  payable  quarterly,  when,  as and if
declared by the Board, in arrears on Dividend  Payment Dates,  commencing on the
first Dividend  Payment Date after the Issue Date.  Accrued and unpaid dividends
on shares of Series 2  Preferred  Stock  shall  include  any  accrued and unpaid
dividends on the Series B Cumulative  Convertible Redeemable Preferred Shares of
Beneficial  Interest of Pacific Retail Trust which are exchanged by operation of
law into such  shares of Series 2  Preferred  Stock  pursuant  to the  merger of
Pacific  Retail  Trust  into the  Corporation.  Each  dividend  on the  Series 2
Preferred  Stock shall be payable to the holders of record of Series 2 Preferred
Stock,  as they appear on the stock records of the  Corporation  at the close of
business on such record dates as shall be fixed by the Board. Accrued and unpaid
dividends for any past Dividend Periods may be declared and paid at any time and
for such interim  periods,  without  reference to any regular  Dividend  Payment
Date, to holders of record on such date as may be fixed by the Board.


<PAGE>

(b) The amount of dividends  payable for any dividend  period  shorter or longer
than a full Dividend  Period,  on the Series 2 Preferred Stock shall be computed
on the basis of twelve  30-day  months and a 360-day  year.  Holders of Series 2
Preferred Stock shall not be entitled to any dividends, whether payable in cash,
property or stock, in excess of current and cumulative but unpaid dividends,  as
herein provided,  on the Series 2 Preferred Stock. No interest,  or sum of money
in lieu of  interest,  shall be payable in  respect of any  dividend  payment or
payments on the Series 2 Preferred Stock that may be in arrears.

(c) So long as any Series 2 Preferred Stock is outstanding, no dividends, except
as described in the immediately following sentence, shall be declared or paid or
set apart for  payment  on any  class or series of Parity  Stock for any  period
unless full cumulative dividends have been or contemporaneously are declared and
paid or declared and a sum sufficient for the payment thereof set apart for such
payment on the Series 2 Preferred Stock for all Dividend Periods  terminating on
or prior to the Dividend  Payment Date on such class or series of Parity  Stock.
When  dividends are not paid in full or a sum sufficient for such payment is not
set apart,  as aforesaid,  all dividends  declared upon Series 2 Preferred Stock
and all dividends  declared upon any other class or series of Parity Stock shall
be  declared  ratably in  proportion  to the  respective  amounts  of  dividends
accumulated  and  unpaid on the Series 2  Preferred  Stock and  accumulated  and
unpaid on such Parity Stock.

(d) So long as any Series 2 Preferred Stock is outstanding,  no dividends (other
than dividends or distributions  paid solely in shares of, or options,  warrants
or rights to subscribe  for or purchase  shares of, Fully Junior Stock) shall be
declared or paid or set apart for payment or other distribution declared or made
upon  Junior  Stock,  nor shall  any  Junior  Stock be  redeemed,  purchased  or
otherwise  acquired (other than a redemption,  purchase or other  acquisition of
Common Stock made for  purposes of an employee  incentive or benefit plan of the
Corporation or any subsidiary) for any  consideration  (or any moneys be paid to
or made  available  for a sinking fund for the  redemption  of any shares of any
such stock) by the  Corporation,  directly or  indirectly  (except by conversion
into or  exchange  for  Fully  Junior  Stock),  unless in each case (i) the full
cumulative  dividends on all outstanding  Series 2 Preferred Stock and any other
Parity Stock of the  Corporation  shall have been paid or declared and set apart
for payment for all past Dividend Periods with respect to the Series 2 Preferred
Stock and all past  dividend  periods with respect to such Parity Stock and (ii)
sufficient  funds shall have been paid or declared and set apart for the payment
of the  dividend  for the current  Dividend  Period with respect to the Series 2
Preferred  Stock and the current  dividend  period  with  respect to such Parity
Stock.

Section 4.  Liquidation Preference.
----------------------------------

(a)  In  the  event  of  any  liquidation,  dissolution  or  winding  up of  the
Corporation,   whether   voluntary  or   involuntary,   before  any  payment  or
distribution of the assets of the Corporation (whether capital or surplus) shall
be made to or set apart for  payment  to the  holders  of Junior  Stock or Fully
Junior Stock,  the holders of the Series 2 Preferred  Stock shall be entitled to
receive  $20.8333 per share of Series 2 Preferred  Stock plus an amount equal to
all dividends  declared but unpaid thereon to the date of final  distribution to
such holders; but such holders shall not be entitled to any further payment. If,
upon any liquidation,  dissolution or winding up of the Corporation,  the assets
of the Corporation, or proceeds thereof,  distributable among the holders of the
Series 2 Preferred Stock shall be  insufficient to pay in full the  preferential
amount  aforesaid and  liquidating  payments on any other shares of any class or
series of Parity  Stock,  then such assets,  or the proceeds  thereof,  shall be
distributed  among the  holders of Series 2  Preferred  Stock and any such other
Parity Stock ratably in  accordance  with the  respective  amounts that would be
payable on such Series 2 Preferred  Stock and any such other Parity Stock if all
amounts  payable  thereon were paid in full. For the purposes of this Section 4,
(i) a consolidation or merger of the Corporation with one or more Persons,  (ii)
a sale or transfer of all or substantially  all of the  Corporation's  assets or
(iii) a  statutory  share  exchange  shall not be  deemed  to be a  liquidation,
dissolution or winding up, voluntary or involuntary, of the Corporation.


<PAGE>

(b)  Subject  to the  rights of the  holders of shares of any series or class or
classes of shares of  capital  stock  ranking  on a parity  with or prior to the
Series 2 Preferred Stock upon  liquidation,  dissolution or winding up, upon any
liquidation,  dissolution or winding up of the Corporation,  after payment shall
have  been made in full to the  holders  of the  Series 2  Preferred  Stock,  as
provided in this Section 4, any other series or class or classes of Junior Stock
or Fully Junior Stock shall,  subject to the respective terms and provisions (if
any) applying thereto, be entitled to receive any and all assets remaining to be
paid or  distributed,  and the holders of the Series 2 Preferred Stock shall not
be entitled to share therein.

Section 5.  Redemption at the Option of the Corporation.
-------------------------------------------------------

(a) The Series 2 Preferred  Stock  shall not be  redeemable  by the  Corporation
prior to October 20, 2010. On and after October 20, 2010,  the  Corporation,  at
its  option,  may redeem the Series 2 Preferred  Stock,  in whole at any time or
from time to time in part,  at the  option of the  Corporation  at a  redemption
price of  $20.8333  per  share of Series 2  Preferred  Stock,  plus the  amounts
indicated in Section 5(b).

(b) Upon any redemption of Series 2 Preferred  Stock pursuant to this Section 5,
the  Corporation  shall pay in full any and all  accrued  and  unpaid  dividends
(without  interest or sum of money in lieu of interest) for any and all Dividend
Periods  ending on or prior to the Call  Date.  If the Call Date  falls  after a
dividend  payment record date and prior to the  corresponding  Dividend  Payment
Date,  then each holder of Series 2 Preferred  Stock at the close of business on
such dividend  payment record date shall be entitled to the dividend  payable on
such shares on the  corresponding  dividend  payment  date  notwithstanding  the
redemption of such shares before such Dividend Payment Date.

(c) If full  cumulative  dividends on the Series 2 Preferred Stock and any other
class or  series  of  Parity  Stock  of the  Corporation  have not been  paid or
declared  and set apart for  payment,  the Series 2  Preferred  Stock may not be
redeemed  under this Section 5 in part and the  Corporation  may not purchase or
acquire  shares  of Series 2  Preferred  Stock,  otherwise  than  pursuant  to a
voluntary  purchase or  exchange  offer made on the same terms to all holders of
Series 2 Preferred Stock.

(d) Notice of the redemption of any Series 2 Preferred  Stock under this Section
5 shall be  mailed  by  first-class  mail to each  holder  of record of Series 2
Preferred  Stock to be  redeemed  at the address of each such holder as shown on
the  Corporation's  record,  not less than 30 nor more than 90 days prior to the
Call Date.  Neither  the failure to mail any notice  required by this  paragraph
(d), nor any defect therein or in the mailing thereof, to any particular holder,
shall affect the  sufficiency  of the notice or the validity of the  proceedings
for redemption with respect to the other holders. Any notice which was mailed in
the manner  herein  provided  shall be  conclusively  presumed to have been duly
given on the date mailed  whether or not the holder  receives  the notice.  Each
such mailed  notice  shall state,  as  appropriate:  (1) the Call Date;  (2) the
number of shares of Series 2 Preferred  Stock to be redeemed  and, if fewer than
all the shares held by such holder are to be redeemed, the number of such shares
to be redeemed from such holder;  (3) the place or places at which  certificates
for such shares are to be  surrendered;  and (4) that dividends on the shares to
be redeemed shall cease to accrue on such Call Date except as otherwise provided
herein.  Notice  having been mailed as  aforesaid,  from and after the Call Date
(unless the Corporation shall fail to make available an amount of cash necessary
to effect such redemption),  (i) except as otherwise provided herein,  dividends
on the Series 2 Preferred Stock so called for redemption  shall cease to accrue,
(ii) said  shares  shall no longer  be  deemed to be  outstanding  and (iii) all
rights of the  holders  thereof as holders  of Series 2  Preferred  Stock of the
Corporation  shall  cease  (except  the  rights to convert  and to receive  cash
payable upon such  redemption,  without  interest  thereon,  upon  surrender and
endorsement  of their  certificates  if so required and to receive any dividends
payable  thereon).  The  Corporation's  obligation to provide cash in accordance
with the preceding  sentence shall be deemed fulfilled if, on or before the Call
Date, the  Corporation  shall deposit with a bank or trust company (which may be
an affiliate of the Corporation) that has an office in the Borough of Manhattan,
City of New York,  and that has, or is an affiliate  of a bank or trust  company
that has, capital and surplus of at least $50,000,000, sufficient cash necessary

<PAGE>

for such redemption,  in trust, with irrevocable  instructions that such cash be
applied  to the  redemption  of the  Series  2  Preferred  Stock so  called  for
redemption.  No interest shall accrue for the benefit of the holders of Series 2
Preferred  Stock to be  redeemed  on any cash so set  aside by the  Corporation.
Subject to applicable  escheat laws and other unclaimed  property laws, any such
cash  unclaimed  at the end of two years from the Call Date shall  revert to the
general  funds of the  Corporation,  after which  reversion  the holders of such
shares so called  for  redemption  shall look only to the  general  funds of the
Corporation for the payment of such cash. Notwithstanding the above, at any time
after such  redemption  notice is received and on or prior to the Call Date, any
holder may exercise its conversion rights under Section 6 below.

            As promptly as  practicable  after the surrender in accordance  with
said  notice  of the  certificates  for any such  shares so  redeemed  (properly
endorsed or assigned for transfer,  if the  Corporation  shall so require and if
the  notice  shall  so  state),  such  shares  shall be  exchanged  for any cash
(including  accumulated and unpaid dividends but without  interest  thereon) for
which such shares have been redeemed.  If fewer than all the outstanding  shares
of Series 2 Preferred  Stock are to be redeemed,  shares to be redeemed shall be
selected  by the  Corporation  from  outstanding  Series 2  Preferred  Stock not
previously  called for redemption by lot or pro rata (as nearly as may be) or by
any other method  determined  by the  Corporation  in its sole  discretion to be
equitable.  If fewer than all shares of the Series 2 Preferred Stock represented
by  any  certificate  are  redeemed,  then  new  certificates  representing  the
unredeemed shares shall be issued without cost to the holder thereof.

Section 6. Conversion. Holders of Series 2 Preferred Stock shall have the right,
at any time and from time to time,  to convert  all or a portion of such  shares
into Common Stock, as follows:

(a) Subject to and upon  compliance  with the  provisions  of this  Section 6, a
holder of Series 2  Preferred  Stock  shall  have the  right,  at such  holder's
option,  at any time to convert each share of Series 2 Preferred  Stock into the
number of fully  paid and  non-assessable  shares of Common  Stock  obtained  by
dividing the aggregate  liquidation  preference of such shares by the Conversion
Price  (as in  effect  at the  time  and on the  date  provided  for in the last
paragraph of paragraph (b) of this Section 6) by surrendering  such shares to be
converted,  such surrender to be made in the manner provided in paragraph (b) of
this Section 6.

(b) In order to exercise the conversion right, each holder of shares of Series 2
Preferred Stock to be converted  shall  surrender the  certificate  representing
such shares,  duly endorsed or assigned to the  Corporation or in blank,  at the
office of the Transfer  Agent,  accompanied by written notice to the Corporation
that the holder thereof elects to convert such Series 2 Preferred Stock.  Unless
the shares  issuable on conversion are to be issued in the same name as the name
in which such Series 2 Preferred Stock is registered, each share surrendered for
conversion shall be accompanied by instruments of transfer, in form satisfactory
to the Corporation, duly executed by the holder or such holder's duly authorized
attorney  and an  amount  sufficient  to pay any  transfer  or  similar  tax (or
evidence  reasonably  satisfactory  to the Corporation  demonstrating  that such
taxes have been paid).

            Holders of Series 2  Preferred  Stock at the close of  business on a
dividend  payment record date shall be entitled to receive the dividend  payable
on such shares on the corresponding  dividend payment date  notwithstanding  the
conversion  thereof  following such dividend payment record date and on or prior
to such dividend  payment date. In no event shall a holder of Series 2 Preferred
Stock be  entitled  to receive a  dividend  payment  on Common  Stock  issued or
issuable upon  conversion of Series 2 Preferred Stock if such holder is entitled
to receive a dividend in respect of the Series 2 Preferred Stock surrendered for
conversion.  The  Corporation  shall  make no payment  or  allowance  for unpaid
dividends,  whether or not in arrears,  on converted  shares or for dividends on
the Common Stock issued upon such conversion.

            As promptly as practicable  after the surrender of certificates  for
Series 2 Preferred  Stock as aforesaid,  the  Corporation  shall issue and shall
deliver  at such  office to such  holder,  or such  holder's  written  order,  a
certificate  or  certificates  for the  number of full  shares  of Common  Stock
issuable upon the  conversion of such shares in  accordance  with  provisions of
this  Section  6, and any  fractional  interest  in respect of a share of Common
Stock arising upon such conversion shall be settled as provided in paragraph (c)
of this Section 6.


<PAGE>

            Each  conversion  shall be deemed to have been effected  immediately
prior to the close of business on the date on which the  certificates for Series
2 Preferred  Stock shall have been  surrendered  and such notice received by the
Corporation  as aforesaid,  and the person or persons in whose name or names any
certificate  or  certificates  for  Common  Stock  shall be  issuable  upon such
conversion shall be deemed to have become the holder or holders of record of the
shares  represented  thereby at such time on such date and such conversion shall
be at the Conversion  Price in effect at such time on such date unless the stock
transfer books of the  Corporation  shall be closed on that date, in which event
such person or persons  shall be deemed to have become such holder or holders of
record at the close of business on the next  succeeding  day on which such stock
transfer books are open, but such conversion shall be at the Conversion Price in
effect on the date on which such  shares  shall have been  surrendered  and such
notice received by the Corporation.

(c) No fractional  shares or scrip  representing  fractions of a share of Common
Stock shall be issued upon conversion of the Series 2 Preferred  Stock.  Instead
of any  fractional  interest in a share of Common Stock that would  otherwise be
deliverable  upon the  conversion  of a share of Series 2 Preferred  Stock,  the
Corporation  shall pay to the  holder of such share an amount in cash based upon
the  Current  Market  Price of  Common  Stock on the  Business  Day  immediately
preceding the date of  conversion.  If more than one share shall be  surrendered
for  conversion  at one time by the same  holder,  the number of full  shares of
Common Stock issuable upon conversion  thereof shall be computed on the basis of
the aggregate number of Series 2 Preferred Stock so surrendered.

(d)   The Conversion Price shall be adjusted from time to time as follows:

            (i) If the Corporation shall after the Issue Date (A) pay a dividend
      or make a distribution in shares of Common Stock on its Common Stock,  (B)
      subdivide its outstanding  shares of Common Stock into a greater number of
      shares,  (C) combine its outstanding shares of Common Stock into a smaller
      number  of  shares   or  (D)   issue  any   shares  of  Common   Stock  by
      reclassification  of its Common Stock,  the Conversion  Price in effect at
      the  opening  of  business  on the day  following  the date  fixed for the
      determination  of  shareholders  entitled  to  receive  such  dividend  or
      distribution  or at the  opening  of  business  on the  Business  Day next
      following   the   day  on   which   such   subdivision,   combination   or
      reclassification  becomes effective, as the case may be, shall be adjusted
      so that the holder of any shares of Series 2  Preferred  Stock  thereafter
      surrendered  for  conversion  shall be  entitled  to receive the number of
      shares of Common  Stock  that such  holder  would  have owned or have been
      entitled to receive  after the  happening  of any of the events  described
      above as if such  shares of Series 2  Preferred  Stock had been  converted
      immediately  prior  to the  record  date  in the  case  of a  dividend  or
      distribution  or  the  effective  date  in  the  case  of  a  subdivision,
      combination  or  reclassification.  An  adjustment  made  pursuant to this
      subparagraph (i) shall become effective  immediately  after the opening of
      business on the  Business  Day next  following  the record date (except as
      provided in paragraph (g) below) in the case of a dividend or distribution
      and shall become  effective  immediately  after the opening of business on
      the  Business  Day  next  following  the  effective  date in the case of a
      subdivision, combination or reclassification.

            (ii) If the  Corporation  shall issue  after the Issue Date  rights,
      options or  warrants to  subscribe  for or purchase  Common  Stock,  or to
      subscribe for or purchase any security  convertible into Common Stock, and
      the price per share for which  Common Stock is issuable  upon  exercise of
      such rights,  options or warrants,  or upon the  conversion or exchange of
      such  convertible  securities,  is less than the lesser of the  Conversion
      Price  then in effect  and the  Current  Market  Price per share of Common
      Stock on the date such rights,  options or warrants  are issued,  then the
      Conversion  Price in effect at the opening of business on the Business Day
      next  following  such  issue  date  shall be  adjusted  to equal the price
      determined by multiplying (A) the Conversion  Price in effect  immediately
      prior to the opening of  business  on the date for such  issuance by (B) a
      fraction,  the  numerator  of which  shall be the sum of (I) the number of
      shares of Common Stock outstanding  immediately prior to such issuance and
      (II) the number of shares that the aggregate  proceeds to the  Corporation
      from the exercise of such rights, options or warrants for Common Stock, or
      in the case of rights to purchase  convertible  securities,  the aggregate
      proceeds  from the  exercise of such  rights,  options or warrants and the
      subsequent  conversion of such convertible  securities,  would purchase at
      such  Conversion  Price or Current Market Price,  as  applicable,  and the

<PAGE>

      denominator  of which  shall be the sum of (A) the  number  of  shares  of
      Common Stock  outstanding  immediately  prior to such issuance and (B) the
      number of additional  shares of Common Stock offered for  subscription  or
      purchase  pursuant to such rights,  options or warrants.  Such  adjustment
      shall become  effective  immediately  after the opening of business on the
      day next  following  such issue date (except as provided in paragraph  (g)
      below). In determining whether any rights, options or warrants entitle the
      holders of Common Stock to subscribe  for or purchase  Common Stock or any
      security  convertible  into or exchangeable  for Common Stock at less than
      such Conversion Price or Current Market Price, as applicable,  there shall
      be taken into account any  consideration  received by the Corporation upon
      issuance and upon exercise of such rights, options or warrants, and in the
      case  of  rights,  options  or  warrants  to  subscribe  for  or  purchase
      convertible securities, upon the subsequent conversion of such securities,
      the value of such  consideration,  if other than cash, to be determined in
      good faith by the Board.  In the event that the  securities  referenced in
      this  subparagraph (ii) are only issued to all holders of Common Stock, no
      adjustment shall be made to the Conversion  Price under this  subparagraph
      (ii) if the  Corporation  shall issue to all holders of Series 2 Preferred
      Stock, the same number of rights,  options or warrants to subscribe for or
      purchase Common Stock or any security convertible into or exchangeable for
      Common Stock,  as those issued to holders of Common Stock,  based upon the
      number of  shares  of  Common  Stock  into  which  each  share of Series 2
      Preferred Stock is then convertible.

            (iii) If the Corporation shall issue after the Issue Date any shares
      of capital stock or security  convertible or exchangeable for Common Stock
      (excluding  rights,  options or warrants  referred to in subparagraph (ii)
      above) and the price per share for which Common Stock is issuable upon the
      conversion or exchange of such  convertible or exchangeable  securities is
      less  than the  lesser of the  Conversion  Price  then in  effect  and the
      Current  Market  Price  per  share  of  Common  Stock  on  the  date  such
      convertible or  exchangeable  securities  are issued,  then the Conversion
      Price in  effect at the  opening  of  business  on the  Business  Day next
      following such issue date shall be adjusted to equal the price  determined
      by multiplying (A) the Conversion Price in effect immediately prior to the
      opening of business on the Business Day next  following  the issue date by
      (B) a fraction,  the numerator of which shall be the sum of (I) the number
      of shares of Common  Stock  outstanding  on the close of  business  on the
      Business Day  immediately  preceding the issue date and (II) the number of
      shares of Common Stock that the aggregate proceeds to the Corporation from
      the conversion into or in exchange for Common Stock would purchase at such
      Conversion  Price  or  Current  Market  Price,  as  applicable,   and  the
      denominator  of which  shall be the sum of (A) the  number  of  shares  of
      Common  Stock  outstanding  on the close of business on the  Business  Day
      immediately  preceding  the issue  date and (B) the  number of  additional
      shares of Common  Stock  issuable  upon  conversion  or  exchange  of such
      convertible  or  exchangeable  securities.  Such  adjustment  shall become
      effective  immediately  after  the  opening  of  business  on the day next
      following such issue date (except as provided in paragraph (g) below).  In
      determining  whether any securities are  convertible  for or  exchangeable
      into Common  Stock at less than such  Conversion  Price or Current  Market
      Price, as applicable,  there shall be taken into account any consideration
      received by the Corporation  upon issuance and upon conversion or exchange
      of  such  convertible  or  exchangeable  securities,  the  value  of  such
      consideration,  if other than cash,  to be determined in good faith by the
      Board.

            (iv) If the  Corporation  shall  distribute  to all  holders  of its
      Common Stock any shares of capital  stock of the  Corporation  (other than
      Common Stock) or evidence of its  indebtedness  or assets  (excluding cash
      dividends or  distributions)  or rights,  options or warrants to subscribe
      for or purchase any of its securities (excluding those rights, options and
      warrants  referred  to in  subparagraph  (ii)  above and  excluding  those
      convertible or exchangeable  securities  referred to in subparagraph (iii)
      above (any of the foregoing being  hereinafter in this  subparagraph  (iv)
      collectively called the "Securities" and individually a "Security"),  then
      in each such case the Conversion  Price shall be adjusted so that it shall
      equal the price  determined by  multiplying  (A) the  Conversion  Price in
      effect  immediately  prior to the close of  business on the date fixed for
      the determination of shareholders entitled to receive such distribution by
      (B) a  fraction,  the  numerator  of  which  shall  be the  lesser  of the
      Conversion  Price then in effect and the Current Market Price per share of
      Common Stock on the record date mentioned  below less the then fair market

<PAGE>

      value (as  determined  in good faith by the  Board) of the  portion of the
      shares  of  capital  stock or  assets  or  evidences  of  indebtedness  so
      distributed or of such rights, options or warrants applicable to one share
      of Common Stock,  and the  denominator of which shall be the lesser of the
      Conversion  Price then in effect and the Current Market Price per share of
      Common Stock on the record date mentioned  below.  Such  adjustment  shall
      become  effective  immediately  at the opening of business on the Business
      Day next following  (except as provided in paragraph (g) below) the record
      date for the  determination  of  shareholders  entitled  to  receive  such
      distribution.  For the purposes of this clause (iv), the distribution of a
      Security, which is distributed not only to the holders of the Common Stock
      on the date fixed for the  determination of shareholders  entitled to such
      distribution of such Security,  but also is distributed with each share of
      Common Stock  delivered to a Person  converting  Series 2 Preferred  Stock
      after such  determination  date,  shall not require an  adjustment  of the
      Conversion Price pursuant to this clause (iv);  provided that on the date,
      if any, on which a Person  converting a share of Series 2 Preferred  Stock
      would no longer be  entitled  to  receive  such  Security  with a share of
      Common  Stock  (other  than as a  result  of the  termination  of all such
      Securities),  a distribution  of such  Securities  shall be deemed to have
      occurred  and the  Conversion  Price shall be adjusted as provided in this
      clause  (iv) (and  such day shall be deemed to be "the date  fixed for the
      determination of the shareholders  entitled to receive such  distribution"
      and "the record date" within the meaning of the two preceding sentences).

            (v) No adjustment in the Conversion  Price shall be required  unless
      such  adjustment  would  require a  cumulative  increase or decrease of at
      least 1% in such price;  provided,  however,  that any adjustments that by
      reason  of this  subparagraph  (v) are not  required  to be made  shall be
      carried forward and taken into account in any subsequent  adjustment until
      made; and provided,  further,  that any  adjustment  shall be required and
      made in accordance  with the provisions of this Section 6 (other than this
      subparagraph  (v)) not later than such time as may be required in order to
      preserve the tax-free  nature of a  distribution  to the holders of Common
      Stock.  Notwithstanding  any  other  provisions  of this  Section  6,  the
      Corporation shall not be required to make any adjustment of the Conversion
      Price  for the  issuance  of any  Common  Stock  pursuant  to (A) any plan
      providing  for the  reinvestment  of  dividends  or  interest  payable  on
      securities of the  Corporation  and the investment of additional  optional
      amounts  in  Common  Stock  under  such plan or (B) any  right,  option or
      warrant to acquire  Common Stock  granted to any employee (as such term is
      defined in General  Instruction A to Form S-8 under the Securities Act) of
      the Corporation under a plan providing for the granting of such securities
      to  employees;  provided,  however,  that  such  plan is  approved  by the
      shareholders  and the aggregate  amount of Common Stock issuable under the
      rights,  options and warrants granted under such plan shall not exceed 20%
      of the shares of Common Stock issued and outstanding on the date such plan
      is approved by  shareholders.  In addition,  the Corporation  shall not be
      required to make any adjustment of the  Conversion  Price for the issuance
      of any  Common  Stock or any other  class or  series of shares of  capital
      stock pursuant to the terms of that certain Shareholders'  Agreement among
      Pacific  Retail Trust (to which the  Corporation  is successor by merger),
      Security  Capital  Holdings S.A. and Opportunity  Capital Partners Limited
      Partnership.  All  calculations  under this Section 6 shall be made to the
      nearest cent (with $.005 being rounded upward) or to the nearest one-tenth
      of a share (with .05 of a share being rounded upward), as the case may be.
      Anything  in  this  paragraph  (d) to the  contrary  notwithstanding,  the
      Corporation  shall be  entitled,  to the extent  permitted by law, to make
      such reductions in the Conversion  Price, in addition to those required by
      this  paragraph  (d),  as it  in  its  discretion  shall  determine  to be
      advisable  in order  that any  share  dividends,  subdivision  of  shares,
      reclassification or combination of shares, distribution of rights, options
      or warrants to purchase  stock or securities,  or a distribution  of other
      assets (other than cash  dividends)  hereafter made by the  Corporation to
      its shareholders shall not be taxable.

(e) If the Corporation  shall be a party to any transaction  (including  without
limitation a merger, consolidation,  statutory share exchange, self tender offer
for all or substantially  all Common Stock,  sale of all or substantially all of
the Corporation's  assets or  recapitalization of the Common Stock and excluding
any transaction as to which subparagraph (d)(i) of this Section 6 applies) (each
of the foregoing being referred to herein as a "Transaction"), in each case as a
result of which all or  substantially  all shares of Common Stock are  converted
into the right to receive stock, securities or other property (including cash or

<PAGE>

any  combination  thereof) of another  Person,  each share of Series 2 Preferred
Stock,  which is not converted  into the right to receive  stock,  securities or
other  property  of such  Person  prior to such  Transaction  (and each share of
Series 2 Preferred  Stock issuable  after such  Transaction  upon  conversion of
securities  convertible  into Series 2 Preferred  Stock),  shall  thereafter  be
convertible  into the kind and amount of shares of stock,  securities  and other
property  (including  cash  or any  combination  thereof)  receivable  upon  the
consummation of such  Transaction by a holder of that number of shares of Common
Stock  into  which  one  share  of  Series 2  Preferred  Stock  was  convertible
immediately prior to such Transaction,  assuming such holder of Common Stock (i)
is not a Person  with  which  the  Corporation  consolidated  or into  which the
Corporation merged or which merged into the Corporation or to which such sale or
transfer was made, as the case may be ("Constituent Person"), or an affiliate of
a Constituent Person and (ii) failed to exercise his rights of election, if any,
as to the kind or amount  of stock,  securities  and other  property  (including
cash) receivable upon such  Transaction  (provided that if the kind or amount of
stock,  securities  and other property  (including  cash)  receivable  upon such
Transaction  is not the same for each  share of Common  Stock  held  immediately
prior to such  Transaction  by other than a  Constituent  Person or an affiliate
thereof  and in  respect of which such  rights of  election  shall not have been
exercised ("Non-Electing Share"), then for the purpose of this paragraph (e) the
kind and  amount  of  stock,  securities  and other  property  (including  cash)
receivable upon such Transaction by each  Non-Electing  Share shall be deemed to
be  the  kind  and  amount  so  receivable  per  share  by a  plurality  of  the
Non-Electing  Shares).  The Corporation  shall not be a party to any Transaction
unless the terms of such  Transaction are consistent with the provisions of this
paragraph  (e),  and it shall  not  consent  or agree to the  occurrence  of any
Transaction  until  the  Corporation  has  entered  into an  agreement  with the
successor  or  purchasing  entity,  as the case may be,  for the  benefit of the
holders of the Series 2 Preferred Stock (and securities  convertible into Series
2 Preferred  Stock) that will  contain  provisions  enabling  the holders of the
Series  2  Preferred  Stock  that  remain  outstanding  (or  are  issuable  upon
conversion of securities  convertible  into Series 2 Preferred Stock) after such
Transaction  to convert  into the  consideration  received  by holders of Common
Stock at the Conversion Price in effect  immediately  prior to such Transaction.
The  provisions  of this  paragraph  (e)  shall  similarly  apply to  successive
Transactions.

(f)  Whenever  the  Conversion  Price  is  adjusted  as  herein  provided,   the
Corporation  shall  promptly mail notice of such  adjustment  of the  Conversion
Price to each holder of Series 2 Preferred  Stock at such  holder's last address
as shown on the share records of the Corporation.

(g) In any  case in which  paragraph  (d) of this  Section  6  provides  that an
adjustment  shall become effective on the day next following the record date for
an event,  the  Corporation  may defer  until the  occurrence  of such event (A)
issuing to the  holder of any  Series 2  Preferred  Stock  converted  after such
record date and before the  occurrence  of such event the  additional  shares of
Common Stock issuable upon such conversion by reason of the adjustment  required
by such  event  over and above the  shares of Common  Stock  issuable  upon such
conversion before giving effect to such adjustment and (B) paying to such holder
any amount of cash in lieu of any  fraction  pursuant to  paragraph  (c) of this
Section 6.

(h) There shall be no adjustment of the Conversion Price in case of the issuance
of  any  shares  of  capital  stock  of  the  Corporation  in a  reorganization,
acquisition or other similar  transaction  except as  specifically  set forth in
this Section 6. If any action or  transaction  would  require  adjustment of the
Conversion Price pursuant to more than one paragraph of this Section 6, only one
adjustment shall be made and such adjustment shall be the adjustment that yields
the highest absolute value.

(i)  The  Corporation  covenants  that it will at all  times  reserve  and  keep
available,  free from preemptive  rights, out of the aggregate of its authorized
but unissued Common Stock, for the purpose of effecting conversion of the Series
2 Preferred  Stock,  the full number of shares of Common Stock  deliverable upon
the  conversion  of all  outstanding  Series 2 Preferred  Stock not  theretofore
converted.  For purposes of this  paragraph  (i), the number of shares of Common
Stock that shall be deliverable upon the conversion of all outstanding  Series 2
Preferred  Stock  shall be computed  as if at the time of  computation  all such
outstanding shares were held by a single holder.

            The  Corporation  covenants  that any shares of Common  Stock issued
upon conversion of the Series 2 Preferred  Stock shall be validly issued,  fully

<PAGE>

paid and non-assessable. Before taking any action that would cause an adjustment
reducing  the  Conversion  Price below the  then-par  value of the Common  Stock
deliverable  upon  conversion of the Series 2 Preferred  Stock,  the Corporation
will take any  corporate  action  that,  in the opinion of its  counsel,  may be
necessary in order that the Corporation may validly and legally issue fully paid
and non-assessable shares of Common Stock at such adjusted Conversion Price.

            Prior to the delivery of any securities that the  Corporation  shall
be obligated to deliver upon  conversion  of the Series 2 Preferred  Stock,  the
Corporation  shall  endeavor  to comply  with all  federal  and  state  laws and
regulations  thereunder  requiring the  registration of such securities with, or
any  approval  of or  consent  to the  delivery  thereof  by,  any  governmental
authority.

(j) The Corporation  will pay any and all documentary  stamp or similar issue or
transfer  taxes  payable in respect of the issue or delivery of Common  Stock or
other  securities  or property  on  conversion  of the Series 2 Preferred  Stock
pursuant hereto;  provided,  however, that the Corporation shall not be required
to pay any tax that may be payable in respect of any  transfer  involved  in the
issue or  delivery  of Common  Stock or other  securities  or property in a name
other than that of the holder of the Series 2 Preferred  Stock to be  converted,
and no such  issue or  delivery  shall  be made  unless  and  until  the  person
requesting  such issue or delivery has paid to the Corporation the amount of any
such tax or established, to the reasonable satisfaction of the Corporation, that
such tax has been paid.

Section 7.  Shares to Be Retired.  All shares of Series 2 Preferred  Stock which
shall have been issued and reacquired in any manner by the Corporation  shall be
restored to the status of authorized but unissued  shares of Preferred  Stock of
the Corporation, without designation as to class or series.

Section 8.  Ranking.  Any class or series of  shares  of  capital  stock of the
Corporation shall be deemed to rank:

(a) prior to the Series 2 Preferred Stock, as to the payment of dividends and as
to  distribution of assets upon  liquidation,  dissolution or winding up, if the
holders of such class or series shall be entitled to the receipt of dividends or
of amounts  distributable  upon  liquidation,  dissolution or winding up, as the
case may be, in  preference  or  priority  to the  holders of Series 2 Preferred
Stock;

(b) on a parity  with  the  Series  2  Preferred  Stock,  as to the  payment  of
dividends and as to  distribution  of assets upon  liquidation,  dissolution  or
winding  up,  whether  or not the  dividend  rates,  dividend  payment  dates or
liquidation prices per share thereof shall be different from those of the Series
2  Preferred  Stock,  if the  holders  of such  class or series and the Series 2
Preferred  Stock shall be entitled  to the receipt of  dividends  and of amounts
distributable upon liquidation, dissolution or winding up in proportion to their
respective  amounts of accrued  and unpaid  dividends  per share or  liquidation
preferences, without preference or priority one over the other ("Parity Stock");

(c) junior to the Series 2 Preferred Stock, as to the payment of dividends or as
to the  distribution of assets upon  liquidation,  dissolution or winding up, if
such class or series shall be Junior Stock; and

(d) junior to the Series 2 Preferred  Stock,  as to the payment of dividends and
as to the distribution of assets upon liquidation, dissolution or winding up, if
such class or series shall be Fully Junior Stock.

            The  Corporation's  Series  1  Cumulative   Convertible   Redeemable
Preferred  Stock and the  Corporation's  8.125%  Series A Cumulative  Redeemable
Preferred Stock shall constitute Parity Stock.

Section 9.  Voting.
------------------

(a) Each issued and outstanding  share of Series 2 Preferred Stock shall entitle
the holder  thereof to the number of votes per share of Common  Stock into which
such  share of  Series 2  Preferred  Stock is  convertible  (as of the  close of
business on the record date for  determination of shareholders  entitled to vote
on a  matter)  on all  matters  presented  for a  vote  of  shareholders  of the
Corporation and, except as required by applicable law and subject to the further
provisions  of this  Section  9, the  Series 2  Preferred  Stock  shall be voted
together  with all issued and  outstanding  Common  Stock and Series 1 Preferred
Stock voting as a single class.


<PAGE>

(b) If and whenever twelve consecutive quarterly dividends payable on the Series
2  Preferred  Stock or any series or class of Parity  Stock  shall be in arrears
(which shall,  with respect to any such quarterly  dividend,  mean that any such
dividend  has not been paid in full),  whether  or not earned or  declared,  the
number of directors  then  constituting  the Board shall be increased by one and
the holders of Series 2 Preferred Stock,  together with the holders of shares of
every other series of Parity Stock,  including the Series 1 Preferred Stock (any
such other  series,  the "Voting  Preferred  Stock"),  voting as a single  class
regardless of series,  shall be entitled to elect,  at a special  meeting of the
holders of the Series 2 Preferred Stock and the Voting Preferred Stock called as
hereinafter  provided,  the additional director to serve on the Board.  Whenever
all  arrearages  in  dividends  on the Series 2  Preferred  Stock and the Voting
Preferred Stock then outstanding  shall have been paid and dividends thereon for
the current  quarterly  dividend period shall have been paid or declared and set
apart for payment, then the right of the holders of the Series 2 Preferred Stock
and the Voting  Preferred  Stock to elect such  additional  director shall cease
(but subject  always to the same provision for the vesting of such voting rights
in the case of any similar future arrearages in twelve quarterly dividends), and
the terms of office of the person  elected  as  director  by the  holders of the
Series  2  Preferred  Stock  and the  Voting  Preferred  Stock  shall  forthwith
terminate  and the number of members of the Board shall be reduced  accordingly.

At any time after such voting  power shall have been so vested in the holders of
Series 2 Preferred Stock and the Voting Preferred Stock (or if any vacancy shall
occur in respect of the director previously elected by the holders of the Series
2  Preferred  Stock  and the  Voting  Preferred  Stock),  the  secretary  of the
Corporation  shall  call a  special  meeting  of the  holders  of the  Series  2
Preferred  Stock  and of the  Voting  Preferred  Stock for the  election  of the
director  to be  elected  by them as  herein  provided,  such call to be made by
notice similar to that provided in the Bylaws of the  Corporation  for a special
meeting of the  shareholders  or as required by law. If any such special meeting
required  to be called as above  provided  shall not be called by the  secretary
within 30 days after the end of the most recent Dividend Period during which the
right to elect such additional director arose or such vacancy occurred, then any
holder of Series 2 Preferred Stock may call such meeting,  upon the notice above
provided,  and for that  purpose  shall have access to the stock  records of the
Corporation.  The director elected at any such special meeting shall hold office
until the next annual  meeting of the  shareholders  or special  meeting held in
lieu  thereof  if such  office  shall not have  previously  terminated  as above
provided.

(c) So long as any Series 2 Preferred Stock is  outstanding,  in addition to any
other vote or consent of  shareholders  required by law or by the  Charter,  the
affirmative  vote of at least 66 2/3% of the  votes  entitled  to be cast by the
holders of the Series 2  Preferred  Stock,  together  with the holders of Voting
Preferred Stock, at the time outstanding, acting as a single class regardless of
series,  given in person or by proxy,  either in writing without a meeting or by
vote at any meeting called for the purpose,  shall be necessary for effecting or
validating:

            (i) Any amendment,  alteration or repeal of any of the provisions of
      the Charter or these Articles of Amendment  that  materially and adversely
      affects the voting  powers,  rights or  preferences  of the holders of the
      Series 2 Preferred Stock or the Voting Preferred Stock; provided, however,
      that the amendment of the  provisions of the Charter so as to authorize or
      create or to increase the  authorized  amount of, any Fully Junior  Stock,
      Junior  Stock that is not senior in any  respect to the Series 2 Preferred
      Stock,  or any stock of any class  ranking  on a parity  with the Series 2
      Preferred  Stock or the  Voting  Preferred  Stock  shall  not be deemed to
      materially  adversely  affect the voting powers,  rights or preferences of
      the holders of Series 2 Preferred  Stock; and provided,  further,  that if
      any such  amendment,  alteration or repeal would  materially and adversely
      affect any voting powers,  rights or preferences of the Series 2 Preferred
      Stock or another series of Voting  Preferred Stock that are not enjoyed by
      some or all of the other series  otherwise  entitled to vote in accordance
      herewith,  the affirmative  vote of at least 66 2/3% of the votes entitled
      to be cast by the  holders of all  series  similarly  affected,  similarly
      given,  shall be required in lieu of the  affirmative  vote of at least 66
      2/3% of the  votes  entitled  to be cast by the  holders  of the  Series 2
      Preferred Stock and the Voting Preferred Stock otherwise  entitled to vote
      in accordance herewith; or


<PAGE>

            (ii) A share  exchange that affects the Series 2 Preferred  Stock, a
      consolidation  with or merger of the Corporation into another Person, or a
      consolidation  with or  merger of  another  Person  into the  Corporation,
      unless in each such case each share of Series 2 Preferred  Stock (A) shall
      remain outstanding  without a material and adverse change to its terms and
      rights  or (B)  shall  be  converted  into or  exchanged  for  convertible
      preferred stock of the surviving entity having preferences,  conversion or
      other rights,  voting powers,  restrictions,  limitations as to dividends,
      qualifications  and terms or conditions of redemption thereof identical to
      that of a share of Series 2 Preferred  Stock  (except for changes  that do
      not materially and adversely  affect the holders of the Series 2 Preferred
      Stock); or

            (iii) The  authorization  or  creation  of, or the  increase  in the
      authorized amount of, any shares of any class or any security  convertible
      into shares of any class ranking prior to the Series 2 Preferred  Stock in
      the distribution of assets on any  liquidation,  dissolution or winding up
      of the Corporation or in the payment of dividends.

(d)  For  purposes  of  voting  in  respect  to  those  matters  referred  to in
subparagraphs  (b) and (c) of this Section 9, unless  otherwise  provided  under
applicable law, each Series 2 Preferred Stock shall have one (1) vote per share,
except  that when any other  series of  Preferred  Stock shall have the right to
vote with the Series 2 Preferred Stock as a single class on any matter, then the
Series 2 Preferred  Stock and such other  series shall have with respect to such
matters one (1) vote per $20.8333 of stated  liquidation  preference.  Except as
otherwise  required  by  applicable  law or as set forth  herein,  the  Series 2
Preferred  Stock shall not have any relative,  participating,  optional or other
special voting rights and powers other than as set forth herein, and the consent
of the holders  thereof  shall not be required  for the taking of any  corporate
action.

Section 10. Record Holders.  The Corporation and the Transfer Agent may deem and
treat the record  holder of any shares of Series 2  Preferred  Stock as the true
and lawful owner thereof for all purposes,  and neither the  Corporation nor the
Transfer Agent shall be affected by any notice to the contrary.

Section 11. Sinking  Fund.  The  Series 2  Preferred  Stock  shall  not be
entitled  to the benefits of any retirement or sinking fund.

      THIRD:  The Series 2 Preferred  Stock has been  classified and designated
by the Board of Directors under the authority contained in Section 4.2 of the
Charter.

      FOURTH:  These  Articles of Amendment  have been approved by the Board of
 Directors in the manner and by the vote required by law.

      FIFTH:  The undersigned  President of the Corporation  acknowledges  these
Articles of Amendment to be the corporate act of the Corporation  and, as to all
matters or facts required to be verified under oath, the  undersigned  President
acknowledges  that to the best of her knowledge,  information and belief,  these
matters and facts are true in all material  respects and that this  statement is
made under the penalties for perjury.



                            [Signature Page Follows]

<PAGE>


            IN WITNESS  WHEREOF,  the  Corporation  has caused these Articles of
Amendment  to be  executed  under  seal in its  name  and on its  behalf  by its
President and attested to by its Secretary on this 26th day of February, 1999.

                            REGENCY REALTY CORPORATION

                            By: /s/ Mary Lou Rogers
                               ------------------------------------
                            Name: Mary Lou Rogers
                            Title: President

[SEAL]


ATTEST:



 /s/ J. Christian Leavitt
-------------------------------
Name: J. Christian Leavitt
Title:      Secretary



<PAGE>

                     AMENDMENT TO ARTICLES OF INCORPORATION
                                       OF
                           REGENCY REALTY CORPORATION

      This  corporation was  incorporated on July 8, 1993 effective July 9, 1993
under the name  Regency  Realty  Corporation.  Pursuant  to  Sections  607.1001,
607.1003,  607.1004  and  607.1006  of the  Florida  Business  Corporation  Act,
amendments to Section  5.1(r) and Section 5.14 of the Articles of  Incorporation
of Regency  Realty  Corporation  were  approved by the Board of  Directors  at a
meeting  held on  September  23, 1998,  and adopted by the  shareholders  of the
corporation on February 26, 1999.


      Section 5.1(r) is hereby amended in its entirety as follows:

            (r)  "Special  Shareholder  Limit" for a Special  Shareholder  shall
initially mean 60% of the outstanding shares of Common Stock, on a fully diluted
basis,  of the  Corporation;  provided,  however,  that if at any time after the
effective  date of this  Amendment a Special  Stockholder's  ownership of Common
Stock, on a fully diluted basis,  of the  Corporation  shall have been below 45%
for a continuous period of 180 days, then the definition of "Special Shareholder
Limit"  shall mean 49% of the  outstanding  shares of Common  Stock,  on a fully
diluted basis, of the Corporation. After any adjustment pursuant to Section 5.8,
the definition of "Special  Shareholder  Limit" shall mean the percentage of the
outstanding  Common  Stock  as so  adjusted,  and  the  definition  of  "Special
Shareholder  Limit" shall also be  appropriately  and equitably  adjusted in the
event of a  repurchase  of shares of Common  Stock of the  Corporation  or other
reduction  in  the  number  of  outstanding   shares  of  Common  Stock  of  the
Corporation.  Notwithstanding  the  foregoing,  if any Person and its Affiliates
(taken as a whole),  other  than the  Special  Shareholder,  shall  directly  or
indirectly  own in the  aggregate  more  than 45% of the  outstanding  shares of
Common Stock,  on a fully diluted basis, of the  Corporation,  the definition of
"Special  Shareholder  Limit" shall be revised in accordance with Section 5.8 of
the Stockholders  Agreement.  Notwithstanding  the foregoing  provisions of this
definition,  if, as the result of any Special  Shareholder's  ownership  (taking
into account for this purpose  constructive  ownership  under Section 544 of the
Code,  as  modified  by Section  856(h)(1)(B)  of the Code) of shares of Capital
Stock, any Person who is an individual  within the meaning of Section  542(a)(2)
of the Code (taking into account the ownership  attribution  rules under Section
544 of the  Code,  as  modified  by  Section  856(h) of the Code) and who is the
Beneficial Owner of any interest in a Special Shareholder would be considered to
Beneficially Own more than 9.8% of the outstanding shares of Capital Stock, then
unless such individual reduces his or her interest in the Special Shareholder so
that such Person no longer  Beneficially  Owns more than 9.8% of the outstanding
shares of Capital Stock, the Special  Shareholder Limit shall be reduced to such
percentage as would result in such Person not being  considered to  Beneficially
Own more than 9.8% of the outstanding  Shares of Capital Stock.  Notwithstanding
anything  contained  herein  to the  contrary,  in no event  shall  the  Special
Shareholder  Limit be reduced below the Ownership  Limit.  At the request of the
Special Shareholders,  the Secretary of the Corporation shall maintain and, upon
request,  make available to each Special Shareholder a schedule which sets forth
the then current Special Shareholder Limits for each Special Shareholder.

      Section 5.14 is hereby amended in its entirety as follows:


      Section 5.14  Certain Transfers to Non-U.S. Persons Void.
                    ------------------------------------------

(a) At any time that Non-U.S.  Persons (including Special  Shareholders who will
at all times be presumed to be Non-U.S.  Persons) own directly or indirectly 50%
or more of the fair market value of the issued and outstanding shares of Capital
Stock of the  Corporation,  any  Transfer  of  shares  of  Capital  Stock of the
Corporation  by any Person  (other than a Special  Shareholder)  on or after the
effective  date of this  Amendment  that  results  in such  shares  being  owned
directly or indirectly by a Non-U.S.  Person (other than a Special  Shareholder)
shall be void ab initio to the fullest extent permitted under applicable law and
the intended transferee shall be deemed never to have had an interest therein.

(b) At any time that Non-U.S.  Persons (including Special  Shareholders who will
at all times be presumed to be Non-U.S. Persons) own directly or indirectly less
than 50% of the fair  market  value of the  issued  and  outstanding  shares  of
Capital Stock of the Corporation, any Transfer of shares of Capital Stock of the
Corporation by any Person (other than a Special Shareholder) to any Person on or
after  the  effective  date of this  Amendment  shall be void ab  initio  to the
fullest extent permitted under applicable law and the intended  transferee shall
be deemed never to have had an interest therein if such Transfer
<PAGE>

      (i)   occurs  prior to the 10%  Termination  Date and  results in the fair
            market value of the shares of Capital Stock of the Corporation owned
            directly or  indirectly  by  Non-U.S.  Persons  (other than  Special
            Shareholders)  comprising  4.9  percent  (4.9%)  or more of the fair
            market value of the issued and  outstanding  shares of Capital Stock
            of the Corporation; or

      (ii)  results in the fair market  value of the shares of Capital  Stock of
            the  Corporation  owned  directly or indirectly by Non-U.S.  Persons
            (including Special Shareholders who will at all times be presumed to
            be Non-U.S.  Persons)  comprising fifty percent (50%) or more of the
            fair market  value of the issued and  outstanding  shares of Capital
            Stock the Corporation.

(c) If any of the  foregoing  provisions  is determined to be void or invalid by
virtue of any legal decision,  statute,  rule or regulation,  then the shares of
Capital Stock of the Corporation  held or purported to be held by the transferee
shall,  automatically  and without the  necessity  of any action by the Board of
Directors or otherwise:

      (i)   be prohibited from being voted;

      (ii)  not be entitled to dividends with respect thereto;

      (iii) be considered held in trust by the transferee for the benefit of the
            Corporation and shall be subject to the provisions of Section 5.3(c)
            as if such  shares of Capital  Stock were the  subject of a Transfer
            that violates Section 5.2; and

      (iv)  not be  considered  outstanding  for the purpose of  determining a
            quorum at any meeting of shareholders.

(d) The Special Shareholders may, in their sole discretion, with prior notice to
the Board of Directors,  waive, alter or revise in writing all or any portion of
the Transfer restrictions set forth in this Section 5.14 from and after the date
on which such  notice is given,  on such terms and  conditions  as they in their
sole discretion determine.

      IN WITNESS  WHEREOF,  the  undersigned  President of this  corporation has
executed these Articles of Amendment this 26th day of February, 1999.



                                          /s/ Mary Lou Rogers
                                       -------------------------------
                                       Mary Lou Rogers, President


<PAGE>


              ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF

                           REGENCY REALTY CORPORATION

           AMENDING AND RESTATING THE DESIGNATION OF THE PREFERENCES,

                  RIGHTS AND LIMITATIONS OF 1,600,000 SHARES OF

              8.125% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK

                                 $0.01 Par Value

            Pursuant to Section 607.0602 of the Florida Business Corporation Act
("FBCA"), Regency Realty Corporation, a Florida corporation (the "Corporation"),
does  hereby  certify  that  the  Articles  of  Amendment  to  the  Articles  of
Incorporation  of  the  Corporation  Designating  the  Preferences,  Rights  and
Limitations  of  1,600,000  shares  of  8.125%  Series A  Cumulative  Redeemable
Preferred  Stock,  as filed in the Office of the Florida  Secretary  of State on
June 24, 1998, shall be amended and restated in its entirety as follows:

            FIRST:  Pursuant to the authority  expressly  vested in the Board of
Directors of the Corporation by Section 4.2 of the Amended and Restated Articles
of  Incorporation of the Corporation (the "Charter") and Section 607.0602 of the
FBCA, the Board of Directors of the Corporation  (the "Board of Directors"),  by
resolutions duly adopted on May 26, 1998 has classified  1,600,000 shares of the
authorized  but unissued  Preferred  Stock par value $.01 per share  ("Preferred
Stock") as a separate  class of Preferred  Stock,  authorized  the issuance of a
maximum of 1,600,000 shares of such class of Preferred Stock, set certain of the
preferences,   conversion  and  other  rights,   voting  powers,   restrictions,
limitations as to dividends,  qualifications, terms and conditions of redemption
and other terms and conditions of such class of Preferred Stock, and pursuant to
the powers contained in the Bylaws of the Corporation and the FBCA,  appointed a
committee  (the  "Committee")  of the Board of  Directors  and  delegated to the
Committee,  to the  fullest  extent  permitted  by the FBCA and the  Charter and
Bylaws of the Corporation,  all powers of the Board of Directors with respect to
designating,  and setting all other  preferences,  conversion  and other rights,
voting   powers,   restrictions,   limitations   as  to   dividends   and  other
distributions,  qualifications  and terms and  conditions of redemption of, such
class of  Preferred  Stock  determining  the  number of shares of such  class of
Preferred Stock (not in excess of the aforesaid maximum number) to be issued and
the  consideration and other terms and conditions upon which such shares of such
class of Preferred Stock are to be issued. Shareholder approval was not required
under the Charter with respect to such designation.

            SECOND:  Pursuant to the authority  conferred  upon the Committee as
aforesaid,  the Committee has unanimously  adopted  resolutions  designating the
aforesaid class of Preferred Stock as the "8.125% Series A Cumulative Redeemable
Preferred Stock," setting the preferences,  conversion and other rights,  voting
powers,  restrictions,  limitations as to dividends,  qualifications,  terms and
conditions of redemption  and other terms and conditions of such 8.125% Series A
Cumulative  Redeemable  Preferred  Stock (to the  extent not set by the Board of
Directors in the  resolutions  referred to in Article FIRST of these Articles of
Amendment)  and  authorizing  the issuance of up to  1,600,000  shares of 8.125%
Series A Cumulative Redeemable Preferred Stock.

            THIRD:  Pursuant to the authority conferred upon the Committee,  the
Committee has, by unanimous  written consent dated  September 29, 1999,  adopted
resolutions amending and restating the preferences, conversion and other rights,
voting powers, restrictions,  limitations as to dividends, qualifications, terms
and  conditions  of  redemption  and other terms and  conditions  of such 8.125%
Series A  Cumulative  Redeemable  Preferred  Stock (to the extent not set by the
Board of  Directors  in the  resolutions  referred to in Article  FIRST of these
Articles  of  Amendment).  There are no shares  of  8.125%  Series A  Cumulative
Redeemable Preferred Stock outstanding and, accordingly, no shareholder approval
was required.  The class of Preferred  Stock of the  Corporation  created by the
resolutions duly adopted by the Board of Directors of the Corporation and by the
Committee  and  referred  to in Articles  FIRST and SECOND of these  Articles of
Amendment  and amended  hereby shall have the following  designation,  number of
shares,  preferences,  conversion and other rights, voting powers,  restrictions
and  limitation  as  to  dividends,  qualifications,  terms  and  conditions  of
redemption and other terms and conditions:


<PAGE>

            Section 1.  Designation  and Number.  A series of  Preferred  Stock,
designated  the "8.125%  Series A Cumulative  Redeemable  Preferred  Stock" (the
"Series A  Preferred  Stock")  is hereby  established.  The  number of shares of
Series A Preferred Stock shall be 1,600,000.

            Section 2. Rank. The Series A Preferred  Stock will, with respect to
distributions or rights upon voluntary or involuntary liquidation, winding-up or
dissolution of the Corporation, or both, rank senior to all classes or series of
Common  Stock (as defined in the Charter) and to all classes or series of equity
securities  of  the   Corporation  now  or  hereafter   authorized,   issued  or
outstanding,  other  than any  class  or  series  of  equity  securities  of the
Corporation  expressly  designated  as ranking on a parity with or senior to the
Series A  Preferred  Stock as to  distributions  or  rights  upon  voluntary  or
involuntary liquidation,  winding-up or dissolution of the Corporation, or both.
For purposes of these Articles of Amendment,  the term "Parity  Preferred Stock"
shall be used to refer  to any  class or  series  of  equity  securities  of the
Corporation  now  or  hereafter  authorized,  issued  or  outstanding  expressly
designated by the  Corporation to rank on a parity with Series A Preferred Stock
with  respect  to   distributions   or  rights  upon  voluntary  or  involuntary
liquidation,  winding-up  or  dissolution  of the  Corporation,  or both, as the
context may require,  whether or not the dividend rates,  dividend payment dates
or redemption or liquidation  prices per share or conversion  rights or exchange
rights shall be different from those of the Series A Preferred  Stock.  The term
"equity securities" does not include debt securities,  which will rank senior to
the Series A Preferred Stock prior to conversion.

            Section 3. Distributions.  (a) Payment of Distributions.  Subject to
the  rights  of  holders  of  Parity  Preferred  Stock  as  to  the  payment  of
distributions  and holders of equity  securities issued after the date hereof in
accordance herewith ranking senior to the Series A Preferred Stock as to payment
of  distributions,  holders of Series A  Preferred  Stock  shall be  entitled to
receive,  when, as and if declared by the Board of Directors of the Corporation,
out of funds legally available for the payment of distributions, cumulative cash
distributions  at the  rate  per  annum  of  8.125%  of the  $50.00  liquidation
preference per share of Series A Preferred Stock.  Such  distributions  shall be
cumulative,  shall accrue from the original date of issuance and will be payable
in cash (A) quarterly in arrears,  on or before March 31, June 30,  September 30
and  December  31 of each year  commencing  on the first of such  dates to occur
after the original date of issuance  and, (B) in the event of a  redemption,  on
the redemption date (each a "Preferred Stock  Distribution  Payment Date").  The
amount of the distribution  payable for any period will be computed on the basis
of a 360-day year of twelve 30-day months and for any period shorter than a full
quarterly  period  for  which  distributions  are  computed,  the  amount of the
distribution  payable will be computed on the basis of the actual number of days
elapsed in such a 30-day  month.  If any date on which  distributions  are to be
made on the Series A Preferred Stock is not a Business Day (as defined  herein),
then  payment  of the  distribution  to be made on such date will be made on the
next  succeeding  day that is a Business  Day (and without any interest or other
payment in respect of any such delay)  except that,  if such  Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding  Business  Day, in each case with the same force and effect as if made
on such date.  Distributions on the Series A Preferred Stock will be made to the
holders of record of the Series A Preferred  Stock on the relevant  record dates
to be fixed by the Board of  Directors  of the  Corporation,  which record dates
shall be not less than 10 days and not more than 30  Business  Days prior to the
relevant Preferred Stock Distribution  Payment Date (each a "Distribution Record
Date"). Notwithstanding anything to the contrary set forth herein, each share of
Series A Preferred  Stock  shall also  continue to accrue all accrued and unpaid
distributions,  whether or not declared, up to the exchange date on any Series A
Preferred  Unit (as defined in the Second  Amended  and  Restated  Agreement  of
Limited Partnership of Regency Centers,  L.P., dated as March 5, 1998 as amended
by that  certain  Amendment  No.  One to Second  Amendment  and  Restatement  of
Agreement  of Limited  Partnership  dated as of June 25,  1998 (as  amended  the
"Partnership  Agreement"))  validly  exchanged  into  such  share  of  Series  A
Preferred Stock in accordance with the provisions of such Partnership Agreement.

            The term  "Business  Day" shall mean each day, other than a Saturday
or a Sunday,  which is not a day on which banking  institutions in New York, New
York are authorized or required by law, regulation or executive order to close.

            (b) Limitation on  Distributions.  No  distribution  on the Series A
Preferred  Stock  shall be  declared  or paid or set  apart for  payment  by the
Corporation  at such time as the terms and  provisions  of any  agreement of the
Corporation  (other than any  agreement  with a holder or affiliate of holder of

<PAGE>

Capital Stock of the Corporation)  relating to its  indebtedness,  prohibit such
declaration,  payment  or  setting  apart  for  payment  or  provide  that  such
declaration,  payment or setting  apart for payment  would  constitute  a breach
thereof  or a default  thereunder,  or if such  declaration,  payment or setting
apart for payment shall be  restricted  or  prohibited  by law.  Nothing in this
Section 3(b) shall be deemed to modify or in any manner limit the  provisions of
Section 3(c) and 3(d).

            (c)  Distributions   Cumulative.   Distributions  on  the  Series  A
Preferred  Stock  will  accrue  whether or not the terms and  provisions  of any
agreement  of  the  Corporation,   including  any  agreement   relating  to  its
indebtedness at any time prohibit the current payment of distributions,  whether
or not the  Corporation  has  earnings,  whether or not there are funds  legally
available  for the  payment  of  such  distributions  and  whether  or not  such
distributions  are authorized or declared.  Accrued but unpaid  distributions on
the  Series  A  Preferred  Stock  will  accumulate  as of  the  Preferred  Stock
Distribution  Payment Date on which they first become payable.  Distributions on
account of arrears for any past distribution periods may be declared and paid at
any time,  without reference to a regular Preferred Stock  Distribution  Payment
Date to  holders of record of the Series A  Preferred  Stock on the record  date
fixed by the Board of  Directors  which  date shall be not less than 10 days and
not more than 30 Business Days prior to the payment date. Accumulated and unpaid
distributions will not bear interest.

            (d)  Priority  as to  Distributions.  (i) So  long as any  Series  A
Preferred Stock is outstanding,  no distribution of cash or other property shall
be authorized, declared, paid or set apart for payment on or with respect to any
class or  series of  Common  Stock or any class or series of other  stock of the
Corporation  ranking junior as to the payment of  distributions  to the Series A
Preferred Stock (such Common Stock or other junior stock, collectively,  "Junior
Stock"), nor shall any cash or other property be set aside for or applied to the
purchase,  redemption or other  acquisition  for  consideration  of any Series A
Preferred Stock, any Parity Preferred Stock with respect to distributions or any
Junior Stock, unless, in each case, all distributions  accumulated on all Series
A Preferred  Stock and all classes and series of  outstanding  Parity  Preferred
Stock as to  payment  of  distributions  have been paid in full.  The  foregoing
sentence  will not prohibit (i)  distributions  payable  solely in Junior Stock,
(ii) the  conversion  of  Series  A  Preferred  Stock,  Junior  Stock or  Parity
Preferred  Stock into stock of the  Corporation  ranking  junior to the Series A
Preferred Stock as to  distributions,  and (iii) purchases by the Corporation of
such  Series A  Preferred  Stock or  Parity  Preferred  Stock  with  respect  to
distributions or Junior Stock pursuant to Article 5 of the Charter to the extent
required to preserve the Corporation's status as a real estate investment trust.

                  (ii) So long as distributions have not been paid in full (or a
sum sufficient for such full payment is not  irrevocably  deposited in trust for
payment) upon the Series A Preferred  Stock,  all  distributions  authorized and
declared  on the  Series  A  Preferred  Stock  and  all  classes  or  series  of
outstanding  Parity  Preferred  Stock  with  respect to  distributions  shall be
authorized  and  declared  so that the amount of  distributions  authorized  and
declared per share of Series A Preferred  Stock and such other classes or series
of Parity  Preferred  Stock shall in all cases bear to each other the same ratio
that accrued  distributions  per share on the Series A Preferred  Stock and such
other classes or series of Parity  Preferred  Stock (which shall not include any
accumulation in respect of unpaid  distributions for prior distribution  periods
if such  class or  series  of  Parity  Preferred  Stock  do not have  cumulative
distribution rights) bear to each other.

            (e) No Further Rights. Holders of Series A Preferred Stock shall not
be entitled to any  distributions,  whether  payable in cash,  other property or
otherwise, in excess of the full cumulative distributions described herein.

            Section  4.  Liquidation  Preference.  (a)  Payment  of  Liquidating
Distributions.  Subject to the rights of holders of Parity  Preferred Stock with
respect to rights upon any voluntary or involuntary liquidation,  dissolution or
winding-up of the Corporation and subject to equity securities ranking senior to
the Series A  Preferred  Stock  with  respect to rights  upon any  voluntary  or
involuntary  liquidation,  dissolution  or  winding-up of the  Corporation,  the
holders of Series A  Preferred  Stock  shall be  entitled  to receive out of the
assets of the  Corporation  legally  available for  distribution or the proceeds
thereof,  after  payment or  provision  for debts and other  liabilities  of the
Corporation, but before any payment or distributions of the assets shall be made
to  holders  of  Common  Stock or any  other  class or  series  of shares of the
Corporation  that ranks junior to the Series A Preferred Stock as to rights upon

<PAGE>

liquidation,  dissolution or winding-up of the  Corporation,  an amount equal to
the sum of (i) a  liquidation  preference of $50 per share of Series A Preferred
Stock,  and (ii) an amount  equal to any  accumulated  and unpaid  distributions
thereon,  whether or not  declared,  to the date of payment.  In the event that,
upon such voluntary or involuntary liquidation, dissolution or winding-up, there
are insufficient  assets to permit full payment of liquidating  distributions to
the holders of Series A  Preferred  Stock and any Parity  Preferred  Stock as to
rights upon  liquidation,  dissolution  or  winding-up of the  Corporation,  all
payments of liquidating  distributions  on the Series A Preferred Stock and such
Parity  Preferred  Stock  shall be made so that  the  payments  on the  Series A
Preferred Stock and such Parity  Preferred Stock shall in all cases bear to each
other the same ratio that the respective  rights of the Series A Preferred Stock
and such other Parity  Preferred Stock (which shall not include any accumulation
in respect of unpaid distributions for prior distribution periods if such Parity
Preferred Stock do not have cumulative  distribution  rights) upon  liquidation,
dissolution or winding-up of the Corporation bear to each other.

            (b) Notice.  Written  notice of any such  voluntary  or  involuntary
liquidation,  dissolution or winding-up of the Corporation,  stating the payment
date or dates when, and the place or places where, the amounts  distributable in
such circumstances shall be payable, shall be given by (i) fax and (ii) by first
class mail,  postage pre-paid,  not less than 30 and not more that 60 days prior
to the  payment  date  stated  therein,  to each  record  holder of the Series A
Preferred  Stock at the  respective  addresses of such holders as the same shall
appear on the share transfer records of the Corporation.

            (c) No  Further  Rights.  After  payment  of the full  amount of the
liquidating  distributions  to which they are entitled,  the holders of Series A
Preferred  Stock will have no right or claim to any of the  remaining  assets of
the Corporation.

            (d)  Consolidation,   Merger  or  Certain  Other  Transactions.  The
voluntary sale,  conveyance,  lease,  exchange or transfer (for cash,  shares of
stock,  securities or other  consideration)  of all or substantially  all of the
property  or assets of the  Corporation  to, or the  consolidation  or merger or
other business  combination of the  Corporation  with or into, any  corporation,
trust or other entity (or of any corporation, trust or other entity with or into
the Corporation) shall not be deemed to constitute a liquidation, dissolution or
winding-up of the Corporation.

            (e) Permissible Distributions. In determining whether a distribution
(other  than  upon  voluntary  liquidation)  by  dividend,  redemption  or other
acquisition  of shares of stock of the  Corporation  or  otherwise  is permitted
under the FBCA, no effect shall be given to amounts that would be needed, if the
Corporation were to be dissolved at the time of the distribution, to satisfy the
preferential  rights  upon  dissolution  of  holders  of  shares of stock of the
Corporation  whose  preferential  rights upon  dissolution are superior to those
receiving the distribution.

            Section 5. Optional  Redemption.  (a) Right of Optional  Redemption.
The Series A Preferred  Stock may not be redeemed  prior to June 25, 2003. On or
after such  date,  the  Corporation  shall have the right to redeem the Series A
Preferred Stock, in whole or in part, at any time or from time to time, upon not
less than 30 nor more  than 60 days'  written  notice,  at a  redemption  price,
payable  in cash,  equal to $50 per  share of  Series  A  Preferred  Stock  plus
accumulated and unpaid  distributions,  whether or nor declared,  to the date of
redemption.  If fewer than all of the  outstanding  shares of Series A Preferred
Stock are to be redeemed,  the shares of Series A Preferred Stock to be redeemed
shall be selected pro rata (as nearly as practicable without creating fractional
shares).

            (b) Limitation on Redemption. (i) The redemption price of the Series
A Preferred Stock (other than the portion thereof  consisting of accumulated but
unpaid  distributions)  will be payable  solely out of sale  proceeds of capital
stock of the Corporation and from no other source. For purposes of the preceding
sentence,  "capital stock" means any equity  securities  (including Common Stock
and  Preferred  Stock),  shares,  participation  or  other  ownership  interests
(however designated) and any rights (other than debt securities convertible into
or  exchangeable  for  equity  securities)  or options  to  purchase  any of the
foregoing.

                  (ii) The  Corporation  may not  redeem  fewer  than all of the
outstanding shares of Series A Preferred Stock unless all accumulated and unpaid
distributions  have been paid on all Series A Preferred  Stock for all quarterly
distribution periods terminating on or prior to the date of redemption.


<PAGE>

            (c) Procedures for Redemption.  (i) Notice of redemption will be (i)
faxed, and (ii) mailed by the Corporation, postage prepaid, not less than 30 nor
more than 60 days prior to the  redemption  date,  addressed  to the  respective
holders  of record  of the  Series A  Preferred  Stock to be  redeemed  at their
respective  addresses as they appear on the transfer records of the Corporation.
No failure to give or defect in such  notice  shall  affect the  validity of the
proceedings  for the redemption of any Series A Preferred Stock except as to the
holder to whom such  notice was  defective  or not  given.  In  addition  to any
information  required by law or by the  applicable  rules of any  exchange  upon
which the Series A Preferred  Stock may be listed or  admitted to trading,  each
such notice shall state:  (i) the redemption  date,  (ii) the redemption  price,
(iii) the number of shares of Series A Preferred Stock to be redeemed,  (iv) the
place or  places  where  such  shares  of  Series A  Preferred  Stock  are to be
surrendered for payment of the redemption  price, (v) that  distributions on the
Series A  Preferred  Stock to be  redeemed  will  cease  to  accumulate  on such
redemption  date  and  (vi)  that  payment  of  the  redemption  price  and  any
accumulated  and  unpaid  distributions  will  be  made  upon  presentation  and
surrender of such Series A Preferred  Stock.  If fewer than all of the shares of
Series A  Preferred  Stock  held by any holder  are to be  redeemed,  the notice
mailed  to such  holder  shall  also  specify  the  number of shares of Series A
Preferred Stock held by such holder to be redeemed.

                  (ii)  If the  Corporation  gives a  notice  of  redemption  in
respect of Series A Preferred Stock (which notice will be irrevocable)  then, by
12:00 noon, New York City time, on the redemption  date,  the  Corporation  will
deposit  irrevocably  in trust for the benefit of the Series A  Preferred  Stock
being redeemed funds sufficient to pay the applicable redemption price, plus any
accumulated and unpaid  distributions,  whether or not declared, if any, on such
shares  to the date  fixed  for  redemption,  without  interest,  and will  give
irrevocable  instructions  and  authority to pay such  redemption  price and any
accumulated and unpaid  distributions,  if any, on such shares to the holders of
the Series A Preferred  Stock upon surrender of the  certificate  evidencing the
Series A Preferred  Stock by such holders at the place  designated in the notice
of  redemption.  If fewer than all Series A  Preferred  Stock  evidenced  by any
certificate is being redeemed,  a new certificate shall be issued upon surrender
of the  certificate  evidencing  all Series A Preferred  Stock,  evidencing  the
unredeemed  Series A Preferred Stock without cost to the holder thereof.  On and
after the date of  redemption,  distributions  will cease to  accumulate  on the
Series A Preferred Stock or portions  thereof called for redemption,  unless the
Corporation defaults in the payment thereof. If any date fixed for redemption of
Series A Preferred  Stock is not a Business Day, then payment of the  redemption
price  payable  on such date will be made on the next  succeeding  day that is a
Business Bay (and  without any interest or other  payment in respect of any such
delay) except that, if such Business Day falls in the next calendar  year,  such
payment will be made on the  immediately  preceding  Business  Day, in each case
with the same force and effect as if made on such date fixed for redemption.  If
payment of the redemption  price or any accumulated or unpaid  distributions  in
respect of the Series A Preferred  Stock is  improperly  withheld or refused and
not paid by the Corporation, distributions on such Series A Preferred Stock will
continue to accumulate from the original redemption date to the date of payment,
in which  case the actual  payment  date will be  considered  the date fixed for
redemption for purposes of calculating the applicable  redemption  price and any
accumulated and unpaid distributions.

            (d) Status of  Redeemed  Stock.  Any Series A  Preferred  Stock that
shall at any time have been  redeemed  shall  after  such  redemption,  have the
status of authorized but unissued  Preferred  Stock,  without  designation as to
class or  series  until  such  shares  are  once  more  designated  as part of a
particular class or series by the Board of Directors.

            Section 6.  Voting  Rights.  (a)  General.  Holders  of the  Series.
A  Preferred Stock will not have any voting rights, except as set forth below.

            (b) Right to Elect Directors. (i) If at any time distributions shall
be in arrears  (which means that, as to any such  quarterly  distributions,  the
same  have not been  paid in  full)  with  respect  to six (6)  prior  quarterly
distribution  periods  (including  quarterly  periods on the Series A  Preferred
Units  prior to the  exchange  into Series A  Preferred  Stock),  whether or not
consecutive,  and shall not have  been paid in full (a  "Preferred  Distribution
Default"),  the  authorized  number of members of the Board of  Directors  shall
automatically  be  increased  by two and the  holders of record of such Series A
Preferred  Stock,  voting  together  as a single  class with the holders of each
class or series of Parity  Preferred  Stock upon which like  voting  rights have
been  conferred and are  exercisable,  will be entitled to fill the vacancies so

<PAGE>

created by electing two additional directors to serve on the Corporation's Board
of Directors (the  "Preferred  Stock  Directors") at a special meeting called in
accordance  with Section  6(b)(ii) or at the next annual meeting of stockholders
and at each subsequent annual meeting of stockholders or special meeting held in
place thereof, until all such distributions in arrears and distributions for the
current  quarterly period on the Series A Preferred Stock and each such class or
series of Parity Preferred Stock have been paid in full.

                  (ii) At any time when such voting rights shall have vested,  a
proper officer of the Corporation shall call or cause to be called, upon written
request of holders of record of at least 10% of the outstanding shares of Series
A Preferred  Stock, a special meeting of the holders of Series A Preferred Stock
and all the series of Parity  Preferred Stock upon which like voting rights have
been conferred and are exercisable  (collectively,  the "Parity  Securities") by
mailing or causing to be mailed to such holders a notice of such special meeting
to be held not  less  than ten and not more  than 45 days  after  the date  such
notice  is  given.  The  record  date  for  determining  holders  of the  Parity
Securities entitled to notice of and to vote at such special meeting will be the
close of  business on the third  Business  Day  preceding  the day on which such
notice is mailed.  At any annual or special  meeting at which Parity  Securities
are entitled to vote, all of the holders of the Parity Securities,  by plurality
vote,  voting  together  as a single  class  without  regard to  series  will be
entitled  to  elect  two  directors  on the  basis of one  vote  per  $25.00  of
liquidation  preference  to which such Parity  Securities  are entitled by their
terms (excluding amounts in respect of accumulated and unpaid dividends) and not
cumulatively.  The holder or holders of Parity Securities representing one-third
of the total voting power of the Parity Securities then outstanding,  present in
person or by proxy,  will  constitute a quorum for the election of the Preferred
Stock Directors  except as otherwise  provided by law. Notice of all meetings at
which holders of the Series A Preferred  Stock shall be entitled to vote will be
given to such holders at their addresses as they appear in the transfer records.

At any such meeting or adjournment  thereof in the absence of a quorum,  subject
to the  provisions  of any  applicable  law,  the  holders of Parity  Securities
representing a majority of the voting power of the Parity Securities  present in
person or by proxy shall have the power to adjourn the meeting for the  election
of the Preferred Stock  Directors,  without notice other than an announcement at
the  meeting,  until a quorum is present.  If a Preferred  Distribution  Default
shall  terminate after the notice of an annual or special meeting has been given
but before such special meeting has been held, the Corporation shall, as soon as
practicable  after such  termination,  mail or cause to be mailed notice of such
termination  to  holders of the  Series A  Preferred  Stock that would have been
entitled to vote at such meeting.

                  (iii)  If and  when  all  accumulated  distributions  and  the
distribution for the current distribution period on the Series A Preferred Stock
shall have been paid in full or a sum sufficient for such payment is irrevocably
deposited  in trust for  payment,  the holders of the Series A  Preferred  Stock
shall be divested of the voting rights set forth in Section 6(b) herein (subject
to revesting in the event of each and every Preferred Distribution Default) and,
if  all   distributions  in  arrears  and  the  distributions  for  the  current
distribution  period  have been paid in full or set aside for payment in full on
all other  classes or series of Parity  Preferred  Stock upon which like  voting
rights  have been  conferred  and are  exercisable,  the term and office of each
Preferred  Stock  Director  so elected  shall  terminate.  Any  Preferred  Stock
Director  may be removed  at any time with or without  cause by the vote of, and
shall not be removed  otherwise  than by the vote of, the holders of record of a
majority of the  outstanding  Series A Preferred Stock when they have the voting
rights set forth in Section 6(b) (voting  separately  as a single class with all
other classes or series of Parity  Preferred Stock upon which like voting rights
have been conferred and are  exercisable).  So long as a Preferred  Distribution
Default shall continue,  any vacancy in the office of a Preferred Stock Director
may be filled by written  consent of the Preferred  Stock Director  remaining in
office,  or if none  remains in office,  by a vote of the holders of record of a
majority of the  outstanding  Series A Preferred Stock when they have the voting
rights set forth in Section 6(b) (voting  separately  as a single class with all
other classes or series of Parity  Preferred Stock upon which like voting rights
have been conferred and are  exercisable).  The Preferred  Stock Directors shall
each be entitled to one vote per director on any matter.

            (c) Certain Voting Rights.  So long as any Series A Preferred  Stock
remains outstanding,  the Corporation shall not, without the affirmative vote of
the holders of at least  two-thirds of the Series A Preferred Stock and Series A
Preferred  Units  outstanding  at such time and not  previously  surrendered  in

<PAGE>

exchange  for Series A Preferred  Stock  together,  if  applicable,  voting as a
single  class  based on the number of shares  into which such Series A Preferred
Units are then convertible (collectively, the "Voting Securities") (i) designate
or create,  or increase the  authorized or issued amount of, any class or series
of shares ranking prior to the Series A Preferred  Stock with respect to payment
of  distributions  or rights upon  liquidation,  dissolution  or  winding-up  or
reclassify any authorized  shares of the  Corporation  into any such shares,  or
create,  authorize or issue any  obligations or securities  convertible  into or
evidencing the right to purchase any such shares,  (ii) designate or create,  or
increase  the  authorized  or issued  amount of, any Parity  Preferred  Stock or
reclassify any authorized  shares of the  Corporation  into any such shares,  or
create,  authorize or issue any  obligations or securities  convertible  into or
evidencing  the right to purchase any such  shares,  but only to the extent such
Parity Preferred Stock is issued to an affiliate of the Corporation  (other than
Security  Capital  U.S.  Realty,   Security  Capital  Holdings,  S.A.  or  their
affiliates),  or (iii) either (A)  consolidate,  merge into or with,  or convey,
transfer or lease its assets substantially as an entirety, to any corporation or
other entity, or (B) amend,  alter or repeal the provisions of the Corporation's
Charter  (including these Articles of Amendment) or By-laws,  whether by merger,
consolidation  or otherwise,  in each case that would  materially  and adversely
affect the powers,  special rights,  preferences,  privileges or voting power of
the Series A Preferred Stock or the holders  thereof;  provided,  however,  that
with respect to the occurrence of a merger,  consolidation or a sale or lease of
all of the Corporation's  assets as an entirety,  so long as (a) the Corporation
is the surviving  entity and the Series A Preferred  Stock  remains  outstanding
with the terms thereof unchanged, or (b) the resulting,  surviving or transferee
entity is a corporation  organized  under the laws of any state and  substitutes
the Series A Preferred Stock for other preferred stock having  substantially the
same  terms and same  rights as the Series A  Preferred  Stock,  including  with
respect to distributions, voting rights and rights upon liquidation, dissolution
or  winding-up,  then the  occurrence  of any such event  shall not be deemed to
materially and adversely affect such rights,  privileges or voting powers of the
holders  of the  Series A  Preferred  Stock  and no vote of the  Series A Voting
Securities shall be required in such case and provided further that any increase
in the amount of authorized  Preferred  Stock or the creation or issuance of any
other  class or series  of  Preferred  Stock,  or any  increase  in an amount of
authorized  shares of each  class or  series,  in each case  ranking  either (a)
junior to the Series A Preferred Stock with respect to payment of  distributions
or the distribution of assets upon  liquidation,  dissolution or winding-up,  or
(b) on a parity  with the Series A  Preferred  Stock with  respect to payment of
distributions  or the  distribution of assets upon  liquidation,  dissolution or
winding-up  to the extent such  Preferred  Stock is not issued to a affiliate of
the  Corporation,  shall not be deemed to materially  and adversely  affect such
rights,  preferences,  privileges  or voting  powers  and no vote of the  Voting
Securities shall be required in such case.

            Section  7. No  Conversion  Rights.  The  holders  of the  Series  A
Preferred  Stock shall not have any rights to convert such shares into shares of
any other class or series of stock or into any other  securities of, or interest
in, the Corporation.

            Section 8.  No Sinking  Fund. No sinking fund shall be  established
for the retirement or redemption of Series A Preferred Stock.

            Section 9. No Preemptive Rights. No holder of the Series A Preferred
Stock of the Corporation  shall, as such holder,  have any preemptive  rights to
purchase or subscribe for additional  shares of stock of the  Corporation or any
other security of the Corporation which it may issue or sell.

            FOURTH:     The Series A Preferred  Stock have been classified and
designated by the Board of Directors under the authority contained in the
Charter.
            FIFTH:      These  Articles  of  Amendment  have been  approved  by
the Board of Directors in the manner and by the vote required by law.

            SIXTH:  The undersigned  President of the  Corporation  acknowledges
these Articles of Amendment to be the corporate act of the  Corporation  and, as
to all  matters or facts  required to be verified  under oath,  the  undersigned
President  acknowledges  that to the  best  of his  knowledge,  information  and
belief,  these matters and facts are true in all material respects and that this
statement is made under the penalties for perjury.

                            [Signature Page Follows]

<PAGE>


            IN WITNESS  WHEREOF,  the  Corporation  has caused these Articles of
Amendment  to be  executed  under  seal in its  name  and on its  behalf  by its
Executive  Vice  President and attested to by its Secretary on this ________ day
of September, 1999

                                       REGENCY REALTY CORPORATION


                                       By:         /s/ Bruce M. Johnson
                                                --------------------------
                                       Name:    Bruce M. Johnson
                                       Title:   Executive Vice President
[SEAL]

ATTEST:


   /s/ J. Christian Leavitt
-------------------------------
Name: J. Christian Leavitt
Title:      Secretary



<PAGE>

              ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF
                           REGENCY REALTY CORPORATION
                     DESIGNATING THE PREFERENCES, RIGHTS AND
                        LIMITATIONS OF 850,000 SHARES OF
              8.75% SERIES B CUMULATIVE REDEEMABLE PREFERRED STOCK
                                 $0.01 Par Value

      Pursuant  to Section  607.0602  of the Florida  Business  Corporation  Act
("FBCA"), Regency Realty Corporation, a Florida corporation (the "Corporation"),
does hereby certify that:

            FIRST:  Pursuant to the authority  expressly  vested in the Board of
Directors of the Corporation by Section 4.2 of the Amended and Restated Articles
of  Incorporation  of the  Corporation  (as amended,  the "Charter") and Section
607.0602 of the FBCA, the Board of Directors of the  Corporation  (the "Board of
Directors"),  by  resolutions  duly  adopted on August 23,  1999 has  classified
850,000 shares of the authorized but unissued Preferred Stock par value $.0l per
share ("Preferred Stock") as a separate class of Preferred Stock, authorized the
issuance of a maximum of 850,000  shares of such class of Preferred  Stock,  set
certain  of  the  preferences,  conversion  and  other  rights,  voting  powers,
restrictions,  limitations as to dividends, qualifications, terms and conditions
of redemption and other terms and  conditions of such class of Preferred  Stock,
and pursuant to the powers  contained in the Bylaws of the  Corporation  and the
FBCA,  appointed a committee  (the  "Committee")  of the Board of Directors  and
delegated to the Committee,  to the fullest extent permitted by the FBCA and the
Charter and Bylaws of the Corporation, all powers of the Board of Directors with
respect to designating, and setting all other preferences,  conversion and other
rights,  voting  powers,  restrictions,  limitations  as to dividends  and other
distributions,  qualifications  and terms and  conditions of redemption of, such
class of  Preferred  Stock,  determining  the  number of shares of such class of
Preferred Stock (not in excess of the aforesaid maximum number) to be issued and
the  consideration and other terms and conditions upon which such shares of such
class of Preferred Stock are to be issued. Shareholder approval was not required
under the Charter with respect to such  designation.  Capitalized terms used and
not  otherwise  defined  herein shall have the meaning  assigned  thereto in the
Charter.

            SECOND:  Pursuant to the authority  conferred  upon the Committee as
aforesaid,  the Committee has unanimously  adopted  resolutions  designating the
aforesaid class of Preferred Stock as the "8.75% Series B Cumulative  Redeemable
Preferred Stock," setting the preferences,  conversion and other rights,  voting
powers,  restrictions,  limitations as to dividends,  qualifications,  terms and
conditions of redemption  and other terms and  conditions of such 8.75% Series B
Cumulative  Redeemable  Preferred  Stock (to the  extent not set by the Board of
Directors in the  resolutions  referred to in Article First of these Articles of
Amendment) and  authorizing the issuance of up to 850,000 shares of 8.75% Series
B Cumulative Redeemable Preferred Stock.

            THIRD:  The class of Preferred Stock of the  Corporation  created by
the resolutions duly adopted by the Board of Directors of the Corporation and by
the Committee and referred to in Articles  First and Second of these Articles of
Amendment shall have the following designation,  number of shares,  preferences,
conversion and other rights,  voting powers,  restrictions  and limitation as to
dividends,  qualifications,  terms and  conditions of redemption and other terms
and conditions:

            Section 1.  Designation  and Number.  A series of  Preferred  Stock,
designated  the "8.75%  Series B  Cumulative  Redeemable  Preferred  Stock" (the
"Series B  Preferred  Stock")  is hereby  established.  The  number of shares of
Series B Preferred Stock shall be 850,000.

            Section 2. Rank. The Series B Preferred  Stock will, with respect to
distributions or rights upon voluntary or involuntary liquidation, winding-up or
dissolution of the Corporation, or both, rank senior to all classes or series of
Common  Stock (as defined in the Charter) and to all classes or series of equity
securities of the Corporation now or hereafter authorized, issued or outstanding
other than any class or series of equity securities of the Corporation expressly
designated as ranking on a parity with or senior to the Series B Preferred Stock
as to  distributions  or  rights  upon  voluntary  or  involuntary  liquidation,
winding-up or  dissolution  of the  Corporation,  or both.For purposes of these
Articles of Amendment,  the term "Parity Preferred Stock" shall be used to refer
to any class or series of equity  securities of the Corporation now or hereafter
authorized,  issued or outstanding  expressly  designated by the  Corporation to
rank on a parity with Series B Preferred Stock with respect to  distributions or
rights upon voluntary or involuntary  liquidation,  winding-up or dissolution of

<PAGE>

the  Corporation,  or both,  as the  context  may  require,  whether  or not the
dividend rates,  dividend payment dates or redemption or liquidation  prices per
share or conversion  rights or exchange  rights shall be different from those of
the Series B Preferred Stock. The term "equity securities" does not include debt
securities,  which will rank  senior to the Series B  Preferred  Stock  prior to
conversion. The Series B Preferred Stock is expressly designated as ranking on a
parity with the Series A Preferred Stock.

            Section 3. Distributions.  (a) Payment of Distributions.  Subject to
the  rights  of  holders  of  Parity  Preferred  Stock  as  to  the  payment  of
distributions  and holders of equity  securities issued after the date hereof in
accordance herewith ranking senior to the Series B Preferred Stock as to payment
of  distributions,  holders of Series B  Preferred  Stock  shall be  entitled to
receive,  when, as and if declared by the Board of Directors of the Corporation,
out of funds legally available for the payment of distributions, cumulative cash
distributions  at the  rate  per  annum  of  8.75%  of the  $100.00  liquidation
preference  per share of Series B  Preferred  Stock (the  "Distribution  Rate").
Notwithstanding  anything herein to the contrary, the Distribution Rate shall be
equal to the Coupon Rate (as defined in Amendment No. 1 to the Third Amended and
Restated Agreement of Limited Partnership of Regency Centers, L.P.) in effect at
the time of issuance of the Series C Preferred Stock. Such  distributions  shall
be  cumulative,  shall  accrue from the  original  date of issuance  and will be
payable  in cash (A)  quarterly  in  arrears,  on or  before  March  1,  June 1,
September 1 and December 1 of each year commencing on the first of such dates to
occur after the original date of issuance and, (B) in the event of a redemption,
on the redemption  date (each a "Series B Preferred Stock  Distribution  Payment
Date").  The amount of the distribution  payable for any period will be computed
based on the ratio basis of a 360-day year of twelve  30-day  months and for any
period  shorter  than  a full  quarterly  period  for  which  distributions  are
computed,  the amount of the distribution  payable will be computed on the basis
of the actual number of days elapsed in such quarterly period to 90 days. If any
date on which  distributions  are to be made on the Series B Preferred  Stock is
not a Business Day (as defined  herein),  then payment of the distribution to be
made on such date will be made on the next succeeding day that is a Business Day
(and without any interest or other  payment in respect of any such delay) except
that, if such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately  preceding  Business Day, in each case with the
same  force and effect as if made on such  date.  Distributions  on the Series B
Preferred  Stock will be made to the holders of record of the Series B Preferred
Stock on the relevant  record dates to be fixed by the Board of Directors of the
Corporation, which record dates shall be not less than 10 days and not more than
30 Business  Days prior to the relevant  Series B Preferred  Stock  Distribution
Payment Date (each a "Distribution  Record Date").  Notwithstanding  anything to
the contrary set forth herein, each share of Series B Preferred Stock shall also
continue  to  accrue  all  accrued  and  unpaid  distributions,  whether  or not
declared,  up to the exchange date on any Series B Preferred Unit (as defined in
the Third  Amended and  Restated  Agreement  of Limited  Partnership  of Regency
Centers,  L.P., dated as September 1, 1999 as amended by that certain  Amendment
No. 1 to Third Amended and Restated Agreement of Limited Partnership dated as of
September 3, 1999 (as amended,  the "Partnership  Agreement")) validly exchanged
into such share of Series B Preferred Stock in accordance with the provisions of
such Partnership Agreement.

            The term  "Business  Day" shall mean each day, other than a Saturday
or a Sunday,  which is not a day on which banking  institutions in New York, New
York are authorized or required by law, regulation or executive order to close.

            (b)  Distributions   Cumulative.   Distributions  on  the  Series  B
Preferred  Stock  will  accrue  whether or not the terms and  provisions  of any
agreement  of  the  Corporation,   including  any  agreement   relating  to  its
indebtedness at any time prohibit the current payment of distributions,  whether
or not the  Corporation  has  earnings,  whether or not there are funds  legally
available  for the  payment  of  such  distributions  and  whether  or not  such
distributions  are authorized or declared.  Accrued but unpaid  distributions on
the Series B Preferred  Stock will accumulate as of the Series B Preferred Stock
Distribution  Payment Date on which they first become payable.  Distributions on
account of arrears for any past distribution periods may be declared and paid at
any time,  without reference to a regular Series B Preferred Stock  Distribution
Payment Date to holders of record of the Series B Preferred  Stock on the record
date fixed by the Board of  Directors  which date shall be not less than 10 days
and not more than 30 Business  Days prior to the payment date.  Accumulated  and
unpaid distributions will not bear interest.
<PAGE>

            (c)  Priority  as to  Distributions.  (i) So  long as any  Series  B
Preferred Stock is outstanding,  no distribution of cash or other property shall
be authorized, declared, paid or set apart for payment on or with respect to any
class or  series of  Common  Stock or any class or series of other  stock of the
Corporation  ranking junior as to the payment of  distributions  to the Series B
Preferred Stock (such Common Stock or other junior stock, collectively,  "Junior
Stock"), nor shall any cash or other property be set aside for or applied to the
purchase,  redemption or other  acquisition  for  consideration  of any Series B
Preferred Stock, any Parity Preferred Stock with respect to distributions or any
Junior Stock, unless in each case, all distributions accumulated on all Series B
Preferred Stock and all classes and series of outstanding Parity Preferred Stock
as to payment of  distributions  have been paid in full. The foregoing  sentence
will not prohibit (i)  distributions  payable  solely in Junior Stock,  (ii) the
conversion of Series B Preferred  Stock,  Junior Stock or Parity Preferred Stock
into stock of the Corporation  ranking junior to the Series B Preferred Stock as
to  distributions,  and (iii)  purchases  by the  Corporation  of such  Series B
Preferred  Stock or Parity  Preferred  Stock with  respect to  distributions  or
Junior  Stock  pursuant  to Article 5 of the  Charter to the extent  required to
preserve the Corporation's status as a real estate investment trust.

                  (ii) So long as distributions have not been paid in full (or a
sum sufficient for such full payment is not  irrevocably  deposited in trust for
payment) upon the Series B Preferred  Stock,  all  distributions  authorized and
declared  on the  Series  B  Preferred  Stock  and  all  classes  or  series  of
outstanding  Parity  Preferred  Stock  with  respect to  distributions  shall be
authorized  and  declared  so that the amount of  distributions  authorized  and
declared per share of Series B Preferred  Stock and such other classes or series
of Parity  Preferred  Stock shall in all cases bear to each other the same ratio
that accrued  distributions  per share on the Series B Preferred  Stock and such
other classes or series of Parity  Preferred  Stock (which shall not include any
accumulation in respect of unpaid  distributions for prior distribution  periods
if such  class or  series  of  Parity  Preferred  Stock  do not have  cumulative
distribution rights) bear to each other.

            (d) No Further Rights. Holders of Series B Preferred Stock shall not
be entitled to any  distributions,  whether  payable in cash,  other property or
otherwise, in excess of the full cumulative distributions described herein.

            Section  4.  Liquidation  Preference.  (a)  Payment  of  Liquidation
Distributions.  Subject to the rights of holders of Parity  Preferred Stock with
respect to rights upon any voluntary or involuntary liquidation,  dissolution or
winding-up of the Corporation,  the holders of Series B Preferred Stock shall be
entitled to receive out of the assets of the Corporation  legally  available for
distribution or the proceeds  thereof,  after payment or provision for debts and
other liabilities of the Corporation, but before any payment or distributions of
the assets shall be made to holders of Common Stock or any other class or series
of shares of the  Corporation  that ranks junior to the Series B Preferred Stock
as to rights upon liquidation,  dissolution or winding-up of the Corporation, an
amount equal to the sum of (i) a liquidation  preference of $100.00 per share of
Series B Preferred Stock, and (ii) an amount equal to any accumulated and unpaid
distributions  thereon,  whether or not declared, to the date of payment. In the
event that,  upon such  voluntary or  involuntary  liquidation,  dissolution  or
winding-up,  there are insufficient assets to permit full payment of liquidating
distributions  to the  holders  of  Series  B  Preferred  Stock  and any  Parity
Preferred Stock as to rights upon liquidation,  dissolution or winding-up of the
Corporation, all payments of liquidating distributions on the Series B Preferred
Stock and such Parity  Preferred Stock shall be made so that the payments on the
Series B Preferred Stock and such Parity Preferred Stock shall in all cases bear
to each  other  the  same  ratio  that the  respective  rights  of the  Series B
Preferred  Stock and such other Parity  Preferred Stock (which shall not include
any  accumulation  in respect  of unpaid  distributions  for prior  distribution
periods  if such  Parity  Preferred  Stock do not have  cumulative  distribution
rights) upon  liquidation,  dissolution or winding-up of the Corporation bear to
each other.

            (b) Notice.  Written  notice of any such  voluntary  or  involuntary
liquidation,  dissolution or winding-up of the Corporation,  stating the payment
date or dates when, and the place or places where, the amounts  distributable in
such circumstances shall be payable, shall be given by (i) fax and (ii) by first
class mail,  postage pre-paid,  not less than 30 and not more that 60 days prior
to the  payment  date  stated  therein,  to each  record  holder of the Series B
Preferred  Stock at the  respective  addresses of such holders as the same shall
appear on the share transfer records of the Corporation.


<PAGE>

            (c) No  Further  Rights.  After  payment  of the full  amount of the
liquidating  distributions  to which they are entitled,  the holders of Series B
Preferred  Stock will have no right or claim to any of the  remaining  assets of
the Corporation.

            (d)  Consolidation   Merger  or  Certain  Other  Transactions.   The
voluntary sale,  conveyance,  lease,  exchange or transfer (for cash,  shares of
stock,  securities or other  consideration)  of all or substantially  all of the
property  or assets of the  Corporation  to, or the  consolidation  or merger or
other business  combination of the  Corporation  with or into, any  corporation,
trust or other entity (or of any corporation, trust or other entity with or into
the Corporation) shall not be deemed to constitute a liquidation, dissolution or
winding-up of the Corporation.

            (e) Permissible Distributions. In determining whether a distribution
(other  than  upon  voluntary  liquidation)  by  dividend,  redemption  or other
acquisition  of shares of stock of the  Corporation  or  otherwise  is permitted
under the FBCA, no effect shall be given to amounts that would be needed, if the
Corporation were to be dissolved at the time of the distribution, to satisfy the
preferential  rights  upon  dissolution  of  holders  of  shares of stock of the
Corporation  whose  preferential  rights upon  dissolution are superior to those
receiving the distribution.

            Section 5. Optional  Redemption.  (a) Right of Optional  Redemption.
The Series B Preferred  Stock may not be redeemed prior to September 3, 2004. On
or after such date, the Corporation  shall have the right to redeem the Series B
Preferred Stock, in whole or in part, at any time or from time to time, upon not
less than 30 nor more  than 60 days'  written  notice,  at a  redemption  price,
payable in cash,  equal to $100.00  per share of Series B  Preferred  Stock plus
accumulated and unpaid  distributions,  whether or nor declared,  to the date of
redemption.  If fewer than all of the  outstanding  shares of Series B Preferred
Stock are to be redeemed,  the shares of Series B Preferred Stock to be redeemed
shall be selected pro rata (as nearly as practicable without creating fractional
shares).

            (b) Limitation on Redemption. (i) The redemption price of the Series
B Preferred Stock (other than the portion thereof  consisting of accumulated but
unpaid  distributions)  will be payable  solely out of sale  proceeds of capital
stock of the Corporation and from no other source. For purposes of the preceding
sentence,  "capital stock" means any equity  securities  (including Common Stock
and  Preferred  Stock),  shares,  participation  or  other  ownership  interests
(however designated) and any rights (other than debt securities convertible into
or  exchangeable  for  equity  securities)  or options  to  purchase  any of the
foregoing.

                  (ii) The  Corporation  may not  redeem  fewer  than all of the
outstanding shares of Series B Preferred Stock unless all accumulated and unpaid
distributions  have been paid on all Series B Preferred  Stock for all quarterly
distribution periods terminating on or prior to the date of redemption.

            (c) Procedures for Redemption.  (i) Notice of redemption will be (i)
faxed, and (ii) mailed by the Corporation, postage prepaid, not less than 30 nor
more than 60 days prior to the  redemption  date,  addressed  to the  respective
holders  of record  of the  Series B  Preferred  Stock to be  redeemed  at their
respective  addresses as they appear on the transfer records of the Corporation.
No failure to give or defect in such  notice  shall  affect the  validity of the
proceedings  for the redemption of any Series B Preferred Stock except as to the
holder to whom such  notice was  defective  or not  given.  In  addition  to any
information  required by law or by the  applicable  rules of any  exchange  upon
which the Series B Preferred  Stock may be listed or  admitted to trading,  each
such notice shall state:  (i) the redemption  date,  (ii) the redemption  price,
(iii) the number of shares of Series B Preferred Stock to be redeemed,  (iv) the
place or  places  where  such  shares  of  Series B  Preferred  Stock  are to be
surrendered for payment of the redemption  price, (v) that  distributions on the
Series B  Preferred  Stock to be  redeemed  will  cease  to  accumulate  on such
redemption  date  and  (vi)  that  payment  of  the  redemption  price  and  any
accumulated  and  unpaid  distributions  will  be  made  upon  presentation  and
surrender of such Series B Preferred  Stock.  If fewer than all of the shares of
Series B  Preferred  Stock  held by any holder  are to be  redeemed,  the notice
mailed  to such  holder  shall  also  specify  the  number of shares of Series B
Preferred Stock held by such holder to be redeemed.


<PAGE>

                  (ii)  If the  Corporation  gives a  notice  of  redemption  in
respect of Series B Preferred Stock (which notice will be irrevocable)  then, by
12:00 noon, New York City time, on the redemption  date,  the  Corporation  will
deposit  irrevocably  in trust for the benefit of the Series B  Preferred  Stock
being redeemed funds sufficient to pay the applicable redemption price' plus any
accumulated and unpaid  distributions,  whether or not declared, if any, on such
shares  to the date  fixed  for  redemption,  without  interest,  and will  give
irrevocable  instructions  and  authority to pay such  redemption  price and any
accumulated and unpaid  distributions,  if any, on such shares to the holders of
the Series B Preferred  Stock upon surrender of the  certificate  evidencing the
Series B Preferred  Stock by such holders at the place  designated in the notice
of  redemption.  If fewer than all Series B  Preferred  Stock  evidenced  by any
certificate is being redeemed,  a new certificate shall be issued upon surrender
of the  certificate  evidencing  all Series B Preferred  Stock,  evidencing  the
unredeemed  Series B Preferred Stock without cost to the holder thereof.  On and
after the date of  redemption,  distributions  will cease to  accumulate  on the
Series B Preferred Stock or portions  thereof called for redemption,  unless the
Corporation defaults in the payment thereof. If any date fixed for redemption of
Series B Preferred  Stock is not a Business Day, then payment of the  redemption
price  payable  on such date will be made on the next  succeeding  day that is a
Business Day (and  without any interest or other  payment in respect of any such
delay) except that, if such Business Day falls in the next calendar  year,  such
payment will be made on the  immediately  preceding  Business  Day, in each case
with the same force and effect as if made on such date fixed for redemption.  If
payment of the redemption  price or any accumulated or unpaid  distributions  in
respect of the Series B Preferred  Stock is  improperly  withheld or refused and
not paid by the Corporation, distributions on such Series B Preferred Stock will
continue to accumulate from the original redemption date to the date of payment,
in which  case the actual  payment  date will be  considered  the date fixed for
redemption for purposes of calculating the applicable  redemption  price and any
accumulated and unpaid distributions.

            (d) Status of  Redeemed  Stock.  Any Series B  Preferred  Stock that
shall at any time have been  redeemed  shall  after  such  redemption,  have the
status of authorized but unissued  Preferred  Stock,  without  designation as to
class or  series  until  such  shares  are  once  more  designated  as part of a
particular class or series by the Board of Directors.

            Section 6.  Voting Rights. (a) General.  Holders of the Series B
Preferred Stock will not have any voting rights, except as set forth below.

            (b) Right to Elect Directors. (i) If at any time distributions shall
be in arrears (which means that as to any such quarterly distributions, the same
have not been paid in full) with respect to six (6) prior quarterly distribution
periods  (including  quarterly  periods on the Series B Preferred Units prior to
the exchange into Series B Preferred  Stock),  whether or not  consecutive,  and
shall not have been paid in full (a "Series B Preferred Distribution  Default"),
the authorized  number of members of the Board of Directors shall  automatically
be increased by two and the holders of record of such Series B Preferred  Stock,
voting  together  as a single  class with the holders of each class or series of
Parity Preferred Stock upon which like voting rights have been conferred and are
exercisable,  will be entitled to fill the  vacancies so created by electing two
additional  directors  to serve on the  Corporation's  Board of  Directors  (the
"Preferred  Stock  Directors") at a special  meeting  called in accordance  with
Section  6(b)(ii),  and at each  subsequent  annual meeting of  stockholders  or
special meeting held in place thereof,  until all such  distributions in arrears
and  distributions  for the current  quarterly  period on the Series B Preferred
Stock and each such class or series of Parity  Preferred Stock have been paid in
full.

                  (ii) At any time when such voting rights shall have vested,  a
proper officer of the Corporation shall call or cause to be called, upon written
request of holders of record of at least 10% of the outstanding shares of Series
B Preferred  Stock, a special meeting of the holders of Series B Preferred Stock
and all the series of Parity  Preferred Stock upon which like voting rights have
been conferred and are exercisable  (collectively,  the "Parity  Securities") by
mailing or causing to be mailed to such holders a notice of such special meeting
to be held not  less  than ten and not more  than 45 days  after  the date  such
notice  is  given.  The  record  date  for  determining  holders  of the  Parity
Securities entitled to notice of and to vote at such special meeting will be the
close of  business on the third  Business  Day  preceding  the day on which such
notice is mailed.  At any annual or special  meeting at which Parity  Securities
are entitled to vote, all of the holders of the Parity Securities,  by plurality
vote,  voting  together  as a single  class  without  regard to  series  will be

<PAGE>

entitled  to  elect  two  directors  on the  basis of one  vote  per  $25.00  of
liquidation  preference  to which such Parity  Securities  are entitled by their
terms (excluding amounts in respect of accumulated and unpaid dividends) and not
cumulatively.  The  holder or  holders  of the  Parity  Securities  representing
one-third of the total voting power of the Parity  Securities then  outstanding,
present in person or by proxy,  will constitute a quorum for the election of the
Preferred  Stock  Directors  except as otherwise  provided by law. Notice of all
meetings at which  holders of the Series B Preferred  Stock shall be entitled to
vote will be given to such  holders  at their  addresses  as they  appear in the
transfer records. At any such meeting or adjournment thereof in the absence of a
quorum,  subject to the  provisions  of any  applicable  law, the holders of the
Parity  Securities  representing  a majority  of the voting  power of the Parity
Securities  present in person or by proxy  shall  have the power to adjourn  the
meeting for the election of the Preferred Stock Directors,  without notice other
than an  announcement at the meeting,  until a quorum is present.  If a Series B
Preferred  Distribution Default shall terminate after the notice of an annual or
special  meeting has been given but before such  special  meeting has been held,
the Corporation  shall, as soon as practicable after such  termination,  mail or
cause to be  mailed  notice  of such  termination  to  holders  of the  Series B
Preferred Stock that would have been entitled to vote at such meeting.

                  (iii)  If and  when  all  accumulated  distributions  and  the
distribution for the current distribution period on the Series B Preferred Stock
shall have been paid in full or a sum sufficient for such payment is irrevocably
deposited  in trust for  payment,  the holders of the Series B  Preferred  Stock
shall be divested of the voting rights set forth in Section 6(b) herein (subject
to  revesting  in the event of each and every  Series B  Preferred  Distribution
Default)  and, if all  distributions  in arrears and the  distributions  for the
current  distribution  period have been paid in full or set aside for payment in
full on all other  classes or series of Parity  Preferred  Stock upon which like
voting rights have been conferred and are  exercisable,  the terms and office of
each Preferred  Stock Director so elected shall  terminate.  Any Preferred Stock
Director  may be removed  at any time with or without  cause by the vote of, and
shall not be removed  otherwise  than by the vote of, the holders of record of a
majority of the  outstanding  Series B Preferred Stock when they have the voting
rights set forth in Section 6(b) (voting  separately  as a single class with all
other classes or series of Parity  Preferred Stock upon which like voting rights
have  been  conferred  and are  exercisable).  So long as a Series  B  Preferred
Distribution  Default shall  continue,  any vacancy in the office of a Preferred
Stock Director may be filled by written  consent of the Preferred Stock Director
remaining in office,  or if none remains in office,  by a vote of the holders of
record of a majority of the outstanding  Series B Preferred Stock when they have
the voting rights set forth in Section 6(b) (voting separately as a single class
with all other  classes  or series of Parity  Preferred  Stock  upon  which like
voting rights have been  conferred  and are  exercisable).  The Preferred  Stock
Directors shall each be entitled to one vote per director on any matter.

            (c) Certain Voting Rights.  So long as any Series B Preferred  Stock
or Series C Preferred  Unit  remains  outstanding,  the  Corporation  shall not,
without the affirmative vote of the holders of at least two-thirds of the Series
B  Preferred  Stock  and  Series  B  Preferred  Units  outstanding  at the  time
(together, if applicable,  voting as a single class) (collectively,  the "Voting
Securities")  (i)  designate  or create,  or increase the  authorized  or issued
amount of, any class or series of shares ranking prior to the Series B Preferred
Stock  with  respect to payment of  distributions  or rights  upon  liquidation,
dissolution or winding-up or reclassify any authorized shares of the Corporation
into  any  such  shares,  or  create,  authorize  or issue  any  obligations  or
securities convertible into or evidencing the right to purchase any such shares,
(ii)  designate or create,  or increase the  authorized or issued amount of, any
Parity  Preferred  Stock or reclassify any authorized  shares of the Corporation
into  any  such  shares,  or  create,  authorize  or issue  any  obligations  or
securities convertible into or evidencing the right to purchase any such shares,
but only to the extent such Parity  Preferred Stock is issued to an affiliate of
the  Corporation  (other than Security  Capital U.S.  Realty,  Security  Capital
Holdings, S.A. or their affiliates purchasing preferred stock of the same series
on the same terms as  non-affiliates),  or (iii) either (A)  consolidate,  merge
into or with,  or  convey,  transfer  or lease its  assets  substantially  as an
entirety,  to any corporation or other entity, or (B) amend, alter or repeal the
provisions of the Corporation's  Charter (including these Articles of Amendment)
or By-laws,  whether by merger,  consolidation  or otherwise,  in each case that
would materially and adversely affect the powers,  special rights,  preferences,
privileges  or  voting  power of the  Series B  Preferred  Stock or the  holders
thereof;  provided,  however,  that with respect to the  occurrence of a merger,
consolidation  or a sale  or  lease  of all of the  Corporation's  assets  as an

<PAGE>

entirety,  so long as (a) the Corporation is the surviving entity and the Series
B Preferred  Stock remains  outstanding  (or remains  exchangeable  for Series B
Preferred  Units)  with  the  terms  thereof  unchanged,  or (b) the  resulting,
surviving or transferee entity is a corporation  organized under the laws of any
state and  substitutes  the Series B Preferred  Stock for other  preferred stock
having  substantially  the same terms and same  rights as the Series B Preferred
Stock,  including with respect to  distributions,  voting rights and rights upon
liquidation,  dissolution or  winding-up,  then the occurrence of any such event
shall not be deemed to materially and adversely  affect such rights,  privileges
or voting  powers of the holders of the Series B Preferred  Stock and no vote of
the Series B Preferred Stock shall be required in such case and provided further
that any increase in the amount of authorized Preferred Stock or the creation or
issuance of any other class or series of Preferred  Stock, or any increase in an
amount of authorized shares of each class or series, in each case ranking either
(a)  junior  to the  Series  B  Preferred  Stock  with  respect  to  payment  of
distributions  and the distribution of assets upon  liquidation,  dissolution or
winding-up, or (b) on a parity with the Series B Preferred Stock with respect to
payment  of  distributions  and the  distribution  of assets  upon  liquidation,
dissolution or winding-up to the extent such Preferred Stock is not issued to an
affiliate of the Corporation (other than Security Capital U.S. Realty,  Security
Capital  Holdings,  S.A. or their affiliates  purchasing  preferred stock of the
same  series  on the same  terms as  non-affiliates),  shall  not be  deemed  to
materially and adversely affect such rights,  preferences,  privileges or voting
powers and no vote of the Voting Securities shall be required in such case.

            Section  7. No  Conversion  Rights.  The  holders  of the  Series  B
Preferred  Stock shall not have any rights to convert such shares into shares of
any other class or series of stock or into any other  securities of, or interest
in, the Corporation.

            Section 8.  No Sinking  Fund.  No sinking fund shall be established
for the retirement or redemption of Series B Preferred Stock.

            Section 9. No Preemptive Rights. No holder of the Series B Preferred
Stock of the Corporation  shall, as such holder,  have any preemptive  rights to
purchase or subscribe for additional  shares of stock of the  Corporation or any
other security of the Corporation which it may issue or sell.

            FOURTH:     The Series B Preferred  Stock have been classified and
designated by the Board of Directors under the authority contained in the
Charter.

            FIFTH:      These  Articles  of  Amendment  have been  approved  by
the Board of Directors in the manner and by the vote required by law.

            SIXTH: The undersigned Officer of the Corporation acknowledges these
Articles of Amendment to be the corporate act of the Corporation  and, as to all
matters or facts  required to be verified under oath,  the  undersigned  Officer
acknowledges  that to the best of his knowledge,  information and belief,  these
matters and facts are true in all material  respects and that this  statement is
made under the penalties for perjury.

                            [Signature Page Follows]



<PAGE>


      IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment
to be executed  under seal in its name and on its behalf by its  Executive  Vice
President and attested to by its Secretary on this  __________ day of September,
1999.

                                       REGENCY REALTY CORPORATION



                                       By:    /s/ Bruce M. Johnson
                                          --------------------------------
                                          Name: Bruce M. Johnson
                                          Title:  Executive Vice President


[SEAL]

[ATTEST]



  /s/ J. Christian Leavitt
------------------------------
Name:  J. Christian Leavitt
Title:  Secretary



<PAGE>

              ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF
                           REGENCY REALTY CORPORATION
                     DESIGNATING THE PREFERENCES, RIGHTS AND
                        LIMITATIONS OF 750,000 SHARES OF
               9.0% SERIES C CUMULATIVE REDEEMABLE PREFERRED STOCK
                                 $0.01 Par Value

            Pursuant to Section 607.0602 of the Florida Business Corporation Act
("FBCA"), Regency Realty Corporation, a Florida corporation (the "Corporation"),
does hereby certify that:

            FIRST:  Pursuant to the authority  expressly  vested in the Board of
Directors of the Corporation by Section 4.2 of the Amended and Restated Articles
of  Incorporation  of the  Corporation  (as amended,  the "Charter") and Section
607.0602 of the FBCA, the Board of Directors of the  Corporation  (the "Board of
Directors"),  by  resolutions  duly  adopted on August 23,  1999 has  classified
750,000 shares of the authorized but unissued Preferred Stock par value $.0l per
share ("Preferred Stock") as a separate class of Preferred Stock, authorized the
issuance of a maximum of 750,000  shares of such class of Preferred  Stock,  set
certain  of  the  preferences,  conversion  and  other  rights,  voting  powers,
restrictions,  limitations as to dividends, qualifications, terms and conditions
of redemption and other terms and  conditions of such class of Preferred  Stock,
and pursuant to the powers  contained in the Bylaws of the  Corporation  and the
FBCA,  appointed a committee  (the  "Committee")  of the Board of Directors  and
delegated to the Committee,  to the fullest extent permitted by the FBCA and the
Charter and Bylaws of the Corporation, all powers of the Board of Directors with
respect to designating, and setting all other preferences,  conversion and other
rights,  voting  powers,  restrictions,  limitations  as to dividends  and other
distributions,  qualifications  and terms and  conditions of redemption of, such
class of  Preferred  Stock,  determining  the  number of shares of such class of
Preferred Stock (not in excess of the aforesaid maximum number) to be issued and
the  consideration and other terms and conditions upon which such shares of such
class of Preferred Stock are to be issued. Shareholder approval was not required
under the Charter with respect to such  designation.  Capitalized terms used and
not  otherwise  defined  herein shall have the meaning  assigned  thereto in the
Charter.

            SECOND:  Pursuant to the authority  conferred  upon the Committee as
aforesaid,  the Committee has unanimously  adopted  resolutions  designating the
aforesaid class of Preferred  Stock as the "9.0% Series C Cumulative  Redeemable
Preferred Stock," setting the preferences,  conversion and other rights,  voting
powers,  restrictions,  limitations as to dividends,  qualifications,  terms and
conditions  of redemption  and other terms and  conditions of such 9.0% Series C
Cumulative  Redeemable  Preferred  Stock (to the  extent not set by the Board of
Directors in the  resolutions  referred to in Article First of these Articles of
Amendment) and authorizing the issuance of up to 750,000 shares of 9.0% Series C
Cumulative Redeemable Preferred Stock.

            THIRD:  The class of Preferred Stock of the  Corporation  created by
the resolutions duly adopted by the Board of Directors of the Corporation and by
the Committee and referred to in Articles  First and Second of these Articles of
Amendment shall have the following designation,  number of shares,  preferences,
conversion and other rights,  voting powers,  restrictions  and limitation as to
dividends,  qualifications,  terms and  conditions of redemption and other terms
and conditions:

            Section 1.  Designation  and Number.  A series of  Preferred  Stock,
designated  the "9.0%  Series C  Cumulative  Redeemable  Preferred  Stock"  (the
"Series C  Preferred  Stock")  is hereby  established.  The  number of shares of
Series C Preferred Stock shall be 750,000.

            Section 2. Rank. The Series C Preferred  Stock will, with respect to
distributions or rights upon voluntary or involuntary liquidation, winding-up or
dissolution of the Corporation, or both, rank senior to all classes or series of
Common  Stock (as defined in the Charter) and to all classes or series of equity
securities of the Corporation now or hereafter authorized, issued or outstanding
other than any class or series of equity securities of the Corporation expressly
designated as ranking on a parity with or senior to the Series C Preferred Stock
as to  distributions  or  rights  upon  voluntary  or  involuntary  liquidation,
winding-up or  dissolution  of the  Corporation,  or both. For purposes of these
Articles of Amendment,  the term "Parity Preferred Stock" shall be used to refer
to any class or series of equity  securities of the Corporation now or hereafter
authorized,  issued or outstanding  expressly  designated by the  Corporation to
rank on a parity with Series C Preferred Stock with respect to  distributions or

<PAGE>

rights upon voluntary or involuntary  liquidation,  winding-up or dissolution of
the  Corporation,  or both,  as the  context  may  require,  whether  or not the
dividend rates,  dividend payment dates or redemption or liquidation  prices per
share or conversion  rights or exchange  rights shall be different from those of
the Series C Preferred Stock. The term "equity securities" does not include debt
securities,  which will rank  senior to the Series C  Preferred  Stock  prior to
conversion. The Series C Preferred Stock is expressly designated as ranking on a
parity with the Series A Preferred Stock and the Series B Preferred Stock.

            Section 3. Distributions.  (a) Payment of Distributions.  Subject to
the  rights  of  holders  of  Parity  Preferred  Stock  as  to  the  payment  of
distributions  and holders of equity  securities issued after the date hereof in
accordance herewith ranking senior to the Series C Preferred Stock as to payment
of  distributions,  holders of Series C  Preferred  Stock  shall be  entitled to
receive,  out of funds  legally  available  for the  payment  of  distributions,
cumulative  preferential cash distributions at the rate per annum of 9.0% of the
$100.00  liquidation  preference  per share of Series C  Preferred  Stock.  Such
distributions  shall be  cumulative,  shall  accrue  from the  original  date of
issuance  and will be payable in cash when,  as and if  declared by the Board of
Directors of the  Corporation  (A) quarterly in arrears,  on or before March 31,
June 30,  September 30 and December 31 of each year  commencing  on the first of
such dates to occur after the original date of issuance and, (B) in the event of
a  redemption,  on the  redemption  date  (each  a  "Series  C  Preferred  Stock
Distribution  Payment  Date").  The amount of the  distribution  payable for any
period will be computed on the basis of a 360-day year of twelve  30-day  months
and for any period shorter than a full quarterly period for which  distributions
are computed,  the amount of the distribution  payable will be computed based on
the ratio of the actual  number of days elapsed in such  quarterly  period to 90
days.  If any  date  on  which  distributions  are to be made  on the  Series  C
Preferred Stock is not a Business Day (as defined  herein),  then payment of the
distribution  to be made on such  date will be made on the next  succeeding  day
that is a Business Day (and without any interest or other  payment in respect of
any such delay)  except that,  if such  Business  Day is in the next  succeeding
calendar year, such payment shall be made on the immediately  preceding Business
Day,  in each case  with the same  force  and  effect  as if made on such  date.
Distributions  on the Series C  Preferred  Stock will be made to the  holders of
record of the Series C Preferred  Stock on the relevant record dates to be fixed
by the Board of  Directors of the  Corporation,  which record dates shall be not
less  than 10 days and not more  than 30  Business  Days  prior to the  relevant
Series C Preferred Stock Distribution  Payment Date (each a "Distribution Record
Date"). Notwithstanding anything to the contrary set forth herein, each share of
Series C Preferred  Stock  shall also  continue to accrue all accrued and unpaid
distributions,  whether or not declared, up to the exchange date on any Series C
Preferred  Unit (as  defined in the Third  Amended  and  Restated  Agreement  of
Limited  Partnership  of Regency  Centers,  L.P.,  dated as September 1, 1999 as
amended by that certain Amendment No. 2 to Third Amended and Restated  Agreement
of  Limited  Partnership  dated  as  of  September  3,  1999  (as  amended,  the
"Partnership  Agreement"))  validly  exchanged  into  such  share  of  Series  C
Preferred Stock in accordance with the provisions of such Partnership Agreement.

      The term  "Business  Day" shall mean each day,  other than a Saturday or a
Sunday,  which is not a day on which banking  institutions in New York, New York
are authorized or required by law, regulation or executive order to close.

            (b)  Distributions   Cumulative.   Distributions  on  the  Series  C
Preferred  Stock  will  accrue  whether or not the terms and  provisions  of any
agreement  of  the  Corporation,   including  any  agreement   relating  to  its
indebtedness at any time prohibit the current payment of distributions,  whether
or not the  Corporation  has  earnings,  whether or not there are funds  legally
available  for the  payment  of  such  distributions  and  whether  or not  such
distributions  are authorized or declared.  Accrued but unpaid  distributions on
the Series C Preferred  Stock will accumulate as of the Series C Preferred Stock
Distribution  Payment Date on which they first become payable.  Distributions on
account of arrears for any past distribution periods may be declared and paid at
any time,  without reference to a regular Series C Preferred Stock  Distribution
Payment Date to holders of record of the Series C Preferred  Stock on the record
date fixed by the Board of  Directors  which date shall be not less than 10 days
and not more than 30 Business  Days prior to the payment date.  Accumulated  and
unpaid distributions will not bear interest.

            (c)  Priority  as to  Distributions.  (i) So  long as any  Series  C
Preferred Stock is outstanding,  no distribution of cash or other property shall
be authorized, declared, paid or set apart for payment on or with respect to any
class or  series of  Common  Stock or any class or series of other  stock of the

<PAGE>

Corporation  ranking  junior as to the  payment of  distributions  to the Parity
Preferred Stock (such Common Stock or other junior stock, collectively,  "Junior
Stock"), nor shall any cash or other property be set aside for or applied to the
purchase,  redemption or other  acquisition  for  consideration  of any Series C
Preferred Stock, any Parity Preferred Stock with respect to distributions or any
Junior Stock, unless in each case, all distributions accumulated on all Series C
Preferred Stock and all classes and series of outstanding Parity Preferred Stock
as to payment of  distributions  have been paid in full. The foregoing  sentence
will not prohibit (i)  distributions  payable  solely in Junior Stock,  (ii) the
conversion of Series C Preferred  Stock,  Junior Stock or Parity Preferred Stock
into stock of the Corporation  ranking junior to the Series C Preferred Stock as
to  distributions,  and (iii)  purchases  by the  Corporation  of such  Series C
Preferred  Stock or Parity  Preferred  Stock with  respect to  distributions  or
Junior  Stock  pursuant  to Article 5 of the  Charter to the extent  required to
preserve the Corporation's status as a real estate investment trust.

                  (ii) So long as distributions have not been paid in full (or a
sum sufficient for such full payment is not  irrevocably  deposited in trust for
payment) upon the Series C Preferred  Stock,  all  distributions  authorized and
declared  on the  Series  C  Preferred  Stock  and  all  classes  or  series  of
outstanding  Parity  Preferred  Stock  with  respect to  distributions  shall be
authorized  and  declared  so that the amount of  distributions  authorized  and
declared per share of Series C Preferred  Stock and such other classes or series
of Parity  Preferred  Stock shall in all cases bear to each other the same ratio
that accrued  distributions  per share on the Series C Preferred  Stock and such
other classes or series of Parity  Preferred  Stock (which shall not include any
accumulation in respect of unpaid  distributions for prior distribution  periods
if such  class or series  of Parity  Preferred  Stock  does not have  cumulative
distribution rights) bear to each other.

            (d) No Further Rights. Holders of Series C Preferred Stock shall not
be entitled to any  distributions,  whether  payable in cash,  other property or
otherwise, in excess of the full cumulative distributions described herein.

            Section  4.  Liquidation  Preference.  (a)  Payment  of  Liquidation
Distributions.  Subject to the rights of holders of Parity  Preferred Stock with
respect to rights upon any voluntary or involuntary liquidation,  dissolution or
winding-up of the Corporation and subject to equity securities ranking senior to
the Series C  Preferred  Stock  with  respect to rights  upon any  voluntary  or
involuntary  liquidation,  dissolution  or  winding-up of the  Corporation,  the
holders of Series C  Preferred  Stock  shall be  entitled  to receive out of the
assets of the  Corporation  legally  available for  distribution or the proceeds
thereof,  after  payment or  provision  for debts and other  liabilities  of the
Corporation, but before any payment or distributions of the assets shall be made
to  holders  of  Common  Stock or any  other  class or  series  of shares of the
Corporation  that ranks junior to the Series C Preferred Stock as to rights upon
liquidation,  dissolution or winding-up of the  Corporation,  an amount equal to
the sum of (i) a  liquidation  preference  of  $100.00  per  share  of  Series C
Preferred  Stock,  and  (ii) an  amount  equal  to any  accumulated  and  unpaid
distributions  thereon,  whether or not declared, to the date of payment. In the
event that,  upon such  voluntary or  involuntary  liquidation,  dissolution  or
winding-up,  there are insufficient assets to permit full payment of liquidating
distributions  to the  holders  of  Series  C  Preferred  Stock  and any  Parity
Preferred Stock as to rights upon liquidation,  dissolution or winding-up of the
Corporation, all payments of liquidating distributions on the Series C Preferred
Stock and such Parity  Preferred Stock shall be made so that the payments on the
Series C Preferred Stock and such Parity Preferred Stock shall in all cases bear
to each  other  the  same  ratio  that the  respective  rights  of the  Series C
Preferred  Stock and such other Parity  Preferred Stock (which shall not include
any  accumulation  in respect  of unpaid  distributions  for prior  distribution
periods if such Parity  Preferred  Stock does not have  cumulative  distribution
rights) upon  liquidation,  dissolution or winding-up of the Corporation bear to
each other.

            (b) Notice.  Written  notice of any such  voluntary  or  involuntary
liquidation,  dissolution or winding-up of the Corporation,  stating the payment
date or dates when, and the place or places where, the amounts  distributable in
such circumstances shall be payable, shall be given by (i) fax and (ii) by first
class mail,  postage pre-paid,  not less than 30 and not more than 60 days prior
to the  payment  date  stated  therein,  to each  record  holder of the Series C
Preferred  Stock at the  respective  addresses of such holders as the same shall
appear on the share transfer records of the Corporation.


<PAGE>

            (c) No  Further  Rights.  After  payment  of the full  amount of the
liquidating  distributions  to which they are entitled,  the holders of Series C
Preferred  Stock will have no right or claim to any of the  remaining  assets of
the Corporation.

            (d)  Consolidation   Merger  or  Certain  Other  Transactions.   The
voluntary sale,  conveyance,  lease,  exchange or transfer (for cash,  shares of
stock,  securities or other  consideration)  of all or substantially  all of the
property  or assets of the  Corporation  to, or the  consolidation  or merger or
other business  combination of the  Corporation  with or into, any  corporation,
trust or other entity (or of any corporation, trust or other entity with or into
the Corporation) shall not be deemed to constitute a liquidation, dissolution or
winding-up of the Corporation.

            (e) Permissible Distributions. In determining whether a distribution
(other  than  upon  voluntary  liquidation)  by  dividend,  redemption  or other
acquisition  of shares of stock of the  Corporation  or  otherwise  is permitted
under the FBCA, no effect shall be given to amounts that would be needed, if the
Corporation were to be dissolved at the time of the distribution, to satisfy the
preferential  rights  upon  dissolution  of  holders  of  shares of stock of the
Corporation  whose  preferential  rights upon  dissolution are superior to those
receiving the distribution.

            Section 5. Optional  Redemption.  (a) Right of Optional  Redemption.
The Series C Preferred  Stock may not be redeemed prior to September 3, 2004. On
or after such date, the Corporation  shall have the right to redeem the Series C
Preferred Stock, in whole or in part, at any time or from time to time, upon not
less than 30 nor more  than 60 days'  written  notice,  at a  redemption  price,
payable in cash,  equal to $100.00  per share of Series C  Preferred  Stock plus
accumulated and unpaid  distributions,  whether or nor declared,  to the date of
redemption.  If fewer than all of the  outstanding  shares of Series C Preferred
Stock are to be redeemed,  the shares of Series C Preferred Stock to be redeemed
shall be selected pro rata (as nearly as practicable without creating fractional
shares).

            (b) Limitation on Redemption. (i) The redemption price of the Series
C Preferred Stock (other than the portion thereof  consisting of accumulated but
unpaid  distributions)  will be payable  solely out of sale  proceeds of capital
stock of the Corporation and from no other source. For purposes of the preceding
sentence,  "capital stock" means any equity  securities  (including Common Stock
and  Preferred  Stock),  shares,  participation  or  other  ownership  interests
(however designated) and any rights (other than debt securities convertible into
or  exchangeable  for  equity  securities)  or options  to  purchase  any of the
foregoing.

                  (ii) The  Corporation  may not  redeem  fewer  than all of the
outstanding shares of Series C Preferred Stock unless all accumulated and unpaid
distributions  have been paid on all Series C Preferred  Stock for all quarterly
distribution periods terminating on or prior to the date of redemption.

            (c) Procedures for Redemption.  (i) Notice of redemption will be (i)
faxed, and (ii) mailed by the Corporation, postage prepaid, not less than 30 nor
more than 60 days prior to the  redemption  date,  addressed  to the  respective
holders  of record  of the  Series C  Preferred  Stock to be  redeemed  at their
respective  addresses as they appear on the transfer records of the Corporation.
No failure to give or defect in such  notice  shall  affect the  validity of the
proceedings  for the redemption of any Series C Preferred Stock except as to the
holder to whom such  notice was  defective  or not  given.  In  addition  to any
information  required by law or by the  applicable  rules of any  exchange  upon
which the Series C Preferred  Stock may be listed or  admitted to trading,  each
such notice shall state:  (i) the redemption  date,  (ii) the redemption  price,
(iii) the number of shares of Series C Preferred Stock to be redeemed,  (iv) the
place or  places  where  such  shares  of  Series C  Preferred  Stock  are to be
surrendered for payment of the redemption  price, (v) that  distributions on the
Series C  Preferred  Stock to be  redeemed  will  cease  to  accumulate  on such
redemption  date  and  (vi)  that  payment  of  the  redemption  price  and  any
accumulated  and  unpaid  distributions  will  be  made  upon  presentation  and
surrender of such Series C Preferred  Stock.  If fewer than all of the shares of
Series C  Preferred  Stock  held by any holder  are to be  redeemed,  the notice
mailed  to such  holder  shall  also  specify  the  number of shares of Series C
Preferred Stock held by such holder to be redeemed.


<PAGE>

                  (ii)  If the  Corporation  gives a  notice  of  redemption  in
respect of Series C Preferred Stock (which notice will be irrevocable)  then, by
12:00 noon, New York City time, on the redemption  date,  the  Corporation  will
deposit  irrevocably  in trust for the benefit of the Series C  Preferred  Stock
being redeemed funds sufficient to pay the applicable redemption price, plus any
accumulated and unpaid  distributions,  whether or not declared, if any, on such
shares  to the date  fixed  for  redemption,  without  interest,  and will  give
irrevocable  instructions  and  authority to pay such  redemption  price and any
accumulated and unpaid  distributions,  if any, on such shares to the holders of
the Series C Preferred  Stock upon surrender of the  certificate  evidencing the
Series C Preferred  Stock by such holders at the place  designated in the notice
of  redemption.  If fewer than all Series C  Preferred  Stock  evidenced  by any
certificate is being redeemed,  a new certificate shall be issued upon surrender
of the  certificate  evidencing  all Series C Preferred  Stock,  evidencing  the
unredeemed  Series C Preferred Stock without cost to the holder thereof.  On and
after the date of  redemption,  distributions  will cease to  accumulate  on the
Series C Preferred Stock or portions  thereof called for redemption,  unless the
Corporation defaults in the payment thereof. If any date fixed for redemption of
Series C Preferred  Stock is not a Business Day, then payment of the  redemption
price  payable  on such date will be made on the next  succeeding  day that is a
Business Day (and  without any interest or other  payment in respect of any such
delay) except that, if such Business Day falls in the next calendar  year,  such
payment will be made on the  immediately  preceding  Business  Day, in each case
with the same force and effect as if made on such date fixed for redemption.  If
payment of the redemption  price or any accumulated or unpaid  distributions  in
respect of the Series C Preferred  Stock is  improperly  withheld or refused and
not paid by the Corporation, distributions on such Series C Preferred Stock will
continue to accumulate from the original redemption date to the date of payment,
in which  case the actual  payment  date will be  considered  the date fixed for
redemption for purposes of calculating the applicable  redemption  price and any
accumulated and unpaid distributions.

            (d) Status of  Redeemed  Stock.  Any Series C  Preferred  Stock that
shall at any time have been  redeemed  shall  after  such  redemption,  have the
status of authorized but unissued  Preferred  Stock,  without  designation as to
class or  series  until  such  shares  are  once  more  designated  as part of a
particular class or series by the Board of Directors.

            Section 6.  Voting  Rights.  (a)  General.  Holders of the  Series C
Preferred Stock will not have any voting rights, except as set forth below.

            (b) Right to Elect Directors. (i) If at any time distributions shall
be in arrears (which means that as to any such quarterly distributions, the same
have not been paid in full) with respect to six (6) prior quarterly distribution
periods  (including  quarterly  periods on the Series C Preferred Units prior to
the exchange into Series C Preferred  Stock),  whether or not  consecutive,  and
shall not have been paid in full (a "Series C Preferred Distribution  Default"),
the authorized  number of members of the Board of Directors shall  automatically
be increased by two and the holders of record of such Series C Preferred  Stock,
voting  together  as a single  class with the holders of each class or series of
Parity Preferred Stock upon which like voting rights have been conferred and are
exercisable,  will be entitled to fill the  vacancies so created by electing two
additional  directors  to serve on the  Corporation's  Board of  Directors  (the
"Preferred  Stock  Directors") at a special  meeting  called in accordance  with
Section  6(b)(ii),  and at each  subsequent  annual meeting of  stockholders  or
special meeting held in place thereof,  until all such  distributions in arrears
and  distributions  for the current  quarterly  period on the Series C Preferred
Stock and each such class or series of Parity  Preferred Stock have been paid in
full.

                  (ii) At any time when such voting rights shall have vested,  a
proper officer of the Corporation shall call or cause to be called, upon written
request of holders of record of at least 10% of the outstanding shares of Series
C Preferred  Stock, a special meeting of the holders of Series C Preferred Stock
and all the series of Parity  Preferred Stock upon which like voting rights have
been conferred and are exercisable  (collectively,  the "Parity  Securities") by
mailing or causing to be mailed to such holders a notice of such special meeting
to be held not  less  than ten and not more  than 45 days  after  the date  such
notice  is  given.  The  record  date  for  determining  holders  of the  Parity
Securities entitled to notice of and to vote at such special meeting will be the
close of  business on the third  Business  Day  preceding  the day on which such
notice is mailed.  At any annual or special  meeting at which Parity  Securities
are entitled to vote, all of the holders of the Parity Securities,  by plurality
vote,  voting  together  as a single  class  without  regard to  series  will be

<PAGE>

entitled  to  elect  two  directors  on the  basis of one  vote  per  $25.00  of
liquidation  preference  to which such Parity  Securities  are entitled by their
terms (excluding amounts in respect of accumulated and unpaid dividends) and not
cumulatively.  The  holder or  holders  of the  Parity  Securities  representing
one-third of the total voting power of the Parity  Securities then  outstanding,
present in person or by proxy,  will constitute a quorum for the election of the
Preferred  Stock  Directors  except as otherwise  provided by law. Notice of all
meetings at which  holders of the Series C Preferred  Stock shall be entitled to
vote will be given to such  holders  at their  addresses  as they  appear in the
transfer records. At any such meeting or adjournment thereof in the absence of a
quorum,  subject to the  provisions  of any  applicable  law, the holders of the
Parity  Securities  representing  a majority  of the voting  power of the Parity
Securities  present in person or by proxy  shall  have the power to adjourn  the
meeting for the election of the Preferred Stock Directors,  without notice other
than an  announcement at the meeting,  until a quorum is present.  If a Series C
Preferred  Distribution Default shall terminate after the notice of an annual or
special  meeting  has been  given but before  such  meeting  has been held,  the
Corporation shall, as soon as practicable after such termination,  mail or cause
to be mailed  notice of such  termination  to holders of the Series C  Preferred
Stock that would have been entitled to vote at such meeting.

                  (iii)  If and  when  all  accumulated  distributions  and  the
distribution for the current distribution period on the Series C Preferred Stock
shall have been paid in full or a sum sufficient for such payment is irrevocably
deposited  in trust for  payment,  the holders of the Series C  Preferred  Stock
shall be divested of the voting rights set forth in Section 6(b) herein (subject
to  revesting  in the event of each and every  Series C  Preferred  Distribution
Default)  and, if all  distributions  in arrears and the  distributions  for the
current  distribution  period have been paid in full or set aside for payment in
full on all other  classes or series of Parity  Preferred  Stock upon which like
voting rights have been conferred and are  exercisable,  the terms and office of
each Preferred  Stock Director so elected shall  terminate.  Any Preferred Stock
Director  may be removed  at any time with or without  cause by the vote of, and
shall not be removed  otherwise  than by the vote of, the holders of record of a
majority of the  outstanding  Series C Preferred Stock when they have the voting
rights set forth in Section 6(b) (voting  separately  as a single class with all
other classes or series of Parity  Preferred Stock upon which like voting rights
have  been  conferred  and are  exercisable).  So long as a Series  C  Preferred
Distribution  Default shall  continue,  any vacancy in the office of a Preferred
Stock Director may be filled by written  consent of the Preferred Stock Director
remaining in office,  or if none remains in office,  by a vote of the holders of
record of a majority of the outstanding  Series C Preferred Stock when they have
the voting rights set forth in Section 6(b) (voting separately as a single class
with all other  classes  or series of Parity  Preferred  Stock  upon  which like
voting rights have been  conferred  and are  exercisable).  The Preferred  Stock
Directors shall each be entitled to one vote per director on any matter.

            (c) Certain Voting Rights.  So long as any Series C Preferred  Stock
remains outstanding,  the Corporation shall not, without the affirmative vote of
the holders of at least  two-thirds of the Series C Preferred Stock  outstanding
at the time (i)  authorize,  designate or create,  or increase the authorized or
issued  amount of, any class or series of shares  ranking  prior to the Series C
Preferred  Stock  with  respect  to  payment  of  distributions  or rights  upon
liquidation,  dissolution or winding-up or reclassify  any authorized  shares of
the  Corporation  into  any such  shares,  or  create,  authorize  or issue  any
obligations or securities  convertible  into or evidencing the right to purchase
any such shares, (ii) authorize, designate or create, or increase the authorized
or issued amount of, any Parity  Preferred  Stock or reclassify  any  authorized
shares of the Corporation  into any such shares,  or create,  authorize or issue
any  obligations  or  securities  convertible  into or  evidencing  the right to
purchase any such shares,  but only to the extent such Parity Preferred Stock is
issued to an  affiliate of the  Corporation  (other than  Security  Capital U.S.
Realty,  Security Capital Holdings,  S.A. or their affiliates),  or (iii) either
(A)  consolidate,  merge into or with,  or convey,  transfer or lease its assets
substantially as an entirety,  to any corporation or other entity, or (B) amend,
alter or repeal the provisions of the  Corporation's  Charter  (including  these
Articles  of  Amendment)  or  By-laws,  whether  by  merger,   consolidation  or
otherwise,  in each case in a manner that would  materially and adversely affect
the powers,  special  rights,  preferences,  privileges  or voting  power of the
Series C Preferred Stock or the holders thereof;  provided,  however,  that with
respect to the occurrence of a merger,  consolidation  or a sale or lease of all
of the  Corporation's  assets as an entirety,  so long as (a) the Corporation is
the surviving  entity and the Series C Preferred Stock remains  outstanding with
the terms  thereof  unchanged,  or (b) the  resulting,  surviving or  transferee

<PAGE>

entity is a corporation  organized  under the laws of any state and  substitutes
the Series C Preferred Stock for other preferred stock having  substantially the
same  terms and same  rights as the Series C  Preferred  Stock,  including  with
respect to distributions,  redemptions, transfers, voting rights and rights upon
liquidation,  dissolution or  winding-up,  then the occurrence of any such event
shall not be deemed to materially and adversely  affect such rights,  privileges
or voting  powers of the holders of the Series C Preferred  Stock and no vote of
the Series C Preferred Stock shall be required in such case and provided further
that any increase in the amount of authorized Preferred Stock or the creation or
issuance of any other class or series of Preferred  Stock, or any increase in an
amount of authorized shares of each class or series, in each case ranking either
(a)  junior  to the  Series  C  Preferred  Stock  with  respect  to  payment  of
distributions  and the distribution of assets upon  liquidation,  dissolution or
winding-up, or (b) on a parity with the Series C Preferred Stock with respect to
payment  of  distributions  and the  distribution  of assets  upon  liquidation,
dissolution or winding-up to the extent such Preferred Stock is not issued to an
affiliate of the Corporation (other than Security Capital U.S. Realty,  Security
Capital Holdings,  S.A. or their affiliates),  shall not be deemed to materially
and adversely affect such rights,  preferences,  privileges or voting powers and
no vote of the Series C Preferred Stock shall be required in such case.

            Section  7. No  Conversion  Rights.  The  holders  of the  Series  C
Preferred  Stock shall not have any rights to convert such shares into shares of
any other class or series of stock or into any other  securities of, or interest
in, the Corporation.

            Section 8. No Sinking Fund.  No sinking  fund  shall be established
for the retirement or redemption of Series C Preferred Stock.

            Section 9. No Preemptive Rights. No holder of the Series C Preferred
Stock of the Corporation  shall, as such holder,  have any preemptive  rights to
purchase or subscribe for additional  shares of stock of the  Corporation or any
other security of the Corporation which it may issue or sell.

            FOURTH:     The Series C Preferred  Stock have been classified and
designated by the Board of Directors under the authority contained in the
Charter.

            FIFTH:  These  Articles of  Amendment  have been  approved  by the
Board of Directors in the manner and by the vote required by law.

            SIXTH: The undersigned Officer of the Corporation acknowledges these
Articles of Amendment to be the corporate act of the Corporation  and, as to all
matters or facts  required to be verified under oath,  the  undersigned  Officer
acknowledges  that to the best of his knowledge,  information and belief,  these
matters and facts are true in all material  respects and that this  statement is
made under the penalties for perjury.

                            [Signature Page Follows]

<PAGE>


      IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment
to be executed  under seal in its name and on its behalf by its  Executive  Vice
President and attested to by its  Secretary on this  _________ day of September,
1999.

                                       REGENCY REALTY CORPORATION



                                       By: /s/ Bruce M. Johnson
                                          --------------------------------
                                          Name: Bruce M. Johnson
                                          Title:  Executive Vice President


[SEAL]

[ATTEST]



   J. Christian Leavitt
------------------------------
Name:  J. Christian Leavitt
Title:  Secretary


<PAGE>

              ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF

                           REGENCY REALTY CORPORATION

                     DESIGNATING THE PREFERENCES, RIGHTS AND

                        LIMITATIONS OF 500,000 SHARES OF

              9.125% SERIES D CUMULATIVE REDEEMABLE PREFERRED STOCK

                                 $0.01 Par Value


            Pursuant to Section 607.0602 of the Florida Business Corporation Act
("FBCA"), Regency Realty Corporation, a Florida corporation (the "Corporation"),
does hereby certify that:

            FIRST:  Pursuant to the authority  expressly  vested in the Board of
Directors of the Corporation by Section 4.2 of the Amended and Restated Articles
of  Incorporation of the Corporation (the "Charter") and Section 607.0602 of the
FBCA, the Board of Directors of the Corporation  (the "Board of Directors"),  by
resolutions  duly adopted on August 23, 1999 and  resolutions  duly adopted by a
committee of the Board of Directors on September 29, 1999 has classified 500,000
shares of the authorized but unissued  Preferred  Stock par value $.01 per share
("Preferred  Stock") as a separate  class of  Preferred  Stock,  authorized  the
issuance of a maximum of 500,000  shares of such class of Preferred  Stock,  set
certain  of  the  preferences,  conversion  and  other  rights,  voting  powers,
restrictions,  limitations as to dividends, qualifications, terms and conditions
of redemption and other terms and  conditions of such class of Preferred  Stock,
and pursuant to the powers  contained in the Bylaws of the  Corporation  and the
FBCA,  appointed a committee  (the  "Committee")  of the Board of Directors  and
delegated to the Committee,  to the fullest extent permitted by the FBCA and the
Charter and Bylaws of the Corporation, all powers of the Board of Directors with
respect to designating, and setting all other preferences,  conversion and other
rights,  voting  powers,  restrictions,  limitations  as to dividends  and other
distributions,  qualifications  and terms and  conditions of redemption of, such
class of  Preferred  Stock  determining  the  number of shares of such  class of
Preferred Stock (not in excess of the aforesaid maximum number) to be issued and
the  consideration and other terms and conditions upon which such shares of such
class of Preferred Stock are to be issued. Shareholder approval was not required
under the Charter with respect to such designation.

            SECOND:  Pursuant to the authority  conferred  upon the Committee as
aforesaid,  the Committee has unanimously  adopted  resolutions  designating the
aforesaid class of Preferred Stock as the "9.125% Series D Cumulative Redeemable
Preferred Stock," setting the preferences,  conversion and other rights,  voting
powers,  restrictions,  limitations as to dividends,  qualifications,  terms and
conditions of redemption  and other terms and conditions of such 9.125% Series D
Cumulative  Redeemable  Preferred  Stock (to the  extent not set by the Board of
Directors in the  resolutions  referred to in Article FIRST of these Articles of
Amendment) and authorizing the issuance of up to 500,000 shares of 9.125% Series
D Cumulative Redeemable Preferred Stock.

            THIRD:  The class of Preferred Stock of the  Corporation  created by
the resolutions duly adopted by the Board of Directors of the Corporation and by
the Committee and referred to in Articles  FIRST and SECOND of these Articles of
Amendment shall have the following designation,  number of shares,  preferences,
conversion and other rights,  voting powers,  restrictions  and limitation as to
dividends,  qualifications,  terms and  conditions of redemption and other terms
and conditions:

            Section 1.  Designation  and Number.  A series of  Preferred  Stock,
designated  the "9.125%  Series D Cumulative  Redeemable  Preferred  Stock" (the
"Series D  Preferred  Stock")  is hereby  established.  The  number of shares of
Series D Preferred Stock shall be 500,000.

            Section 2. Rank. The Series D Preferred  Stock will, with respect to
distributions and rights upon voluntary or involuntary  liquidation,  winding-up
or  dissolution  of the  Corporation,  rank  senior to all  classes or series of
Common  Stock (as defined in the Charter) and to all classes or series of equity
securities  of  the   Corporation  now  or  hereafter   authorized,   issued  or
outstanding,  other  than any  class  or  series  of  equity  securities  of the
Corporation  expressly  designated  as ranking on a parity with or senior to the
Series D  Preferred  Stock as to  distributions  or  rights  upon  voluntary  or
involuntary  liquidation,  winding-up or dissolution of the Corporation or both.
<PAGE>

For purposes of these Articles of Amendment,  the term "Parity  Preferred Stock"
shall be used to refer  to any  class or  series  of  equity  securities  of the
Corporation  now  or  hereafter  authorized,  issued  or  outstanding  expressly
designated by the  Corporation to rank on a parity with Series D Preferred Stock
with  respect  to   distributions   or  rights  upon  voluntary  or  involuntary
liquidation,  winding-up  or  dissolution  of the  Corporation  or both,  as the
context may require,  whether or not the dividend rates,  dividend payment dates
or redemption or liquidation  prices per share or conversion  rights or exchange
rights  shall be  different  from  those of the  Series D  Preferred  Stock  and
includes  the  Series A  Cumulative  Redeemable  Preferred  Stock,  the Series B
Cumulative  Redeemable  Preferred  Stock,  the  Series C  Cumulative  Redeemable
Preferred Stock, the Series 1 Cumulative  Convertible Redeemable Preferred Stock
and the  Series  2  Cumulative  Convertible  Redeemable  Preferred  Stock of the
Corporation.  The term "equity  securities"  does not include  debt  securities,
which will rank senior to the Series D Preferred Stock prior to conversion.

            Section 3. Distributions.  (a) Payment of Distributions.  Subject to
the  rights  of  holders  of  Parity  Preferred  Stock  as  to  the  payment  of
distributions  and holders of equity  securities issued after the date hereof in
accordance herewith ranking senior to the Series D Preferred Stock as to payment
of  distributions,  holders of Series D  Preferred  Stock  shall be  entitled to
receive,  when, as and if declared by the Board of Directors of the Corporation,
out of funds legally available for the payment of distributions, cumulative cash
distributions  at the  rate per  annum  of  9.125%  of the  $100.00  liquidation
preference per share of Series D Preferred Stock.  Such  distributions  shall be
cumulative,  shall accrue from the original date of issuance and will be payable
in cash (A)  quarterly  (such  quarterly  periods  for  purposes  of payment and
accrual  will be the  quarterly  periods  ending on the dates  specified in this
sentence) in arrears,  on or before March 31, June 30, September 30 and December
31 of each  year  commencing  on the  first of such  dates to  occur  after  the
original  date  of  issuance  and,  (B) in the  event  of a  redemption,  on the
redemption date (each a "Preferred Stock Distribution Payment Date"). The amount
of the  distribution  payable  for any period will be computed on the basis of a
360-day  year of twelve  30-day  months and for any period  shorter  than a full
quarterly  period  for  which  distributions  are  computed,  the  amount of the
distribution  payable  will be  computed on the basis of the ratio of the actual
number of days elapsed in such period to ninety (90) days.  If any date on which
distributions  are to be made on the Series D Preferred  Stock is not a Business
Day (as defined  herein),  then payment of the  distribution  to be made on such
date will be made on the next succeeding day that is a Business Day (and without
any interest or other payment in respect of any such delay) except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately  preceding Business Day, in each case with the same force and
effect as if made on such date.  Distributions  on the Series D Preferred  Stock
will be made to the  holders  of record of the Series D  Preferred  Stock on the
relevant record dates to be fixed by the Board of Directors of the  Corporation,
which  record dates shall be not less than 10 days and not more than 30 Business
Days prior to the relevant  Preferred  Stock  Distribution  Payment Date (each a
"Distribution Record Date").  Notwithstanding anything to the contrary set forth
herein, each share of Series D Preferred Stock shall also continue to accrue all
accrued and unpaid  distributions,  whether or not declared,  up to the exchange
date on any  Series D  Preferred  Unit (as  defined  in the  Third  Amended  and
Restated  Agreement of Limited  Partnership of Regency  Centers,  L.P., dated as
September  1,  1999 as  amended  by  Amendment  No. 1 to the Third  Amended  and
Restated Agreement of Limited Partnership of Operating Partnership,  dated as of
September 3, 1999,  Amendment No. 2 to the Third Amended and Restated  Agreement
of Limited Partnership of Operating  Partnership,  dated as of September 3, 1999
and that  certain  Third  Amendment to Third  Amended and Restated  Agreement of
Limited  Partnership dated as of September 29, 1999 (as amended the "Partnership
Agreement"))  validly  exchanged into such share of Series D Preferred  Stock in
accordance with the provisions of such Partnership Agreement.

            The term  "Business  Day" shall mean each day, other than a Saturday
or a Sunday,  which is not a day on which banking  institutions in New York, New
York are authorized or required by law, regulation or executive order to close.

            (b) Limitation on  Distributions.  No  distribution  on the Series D
Preferred  Stock  shall be  declared  or paid or set  apart for  payment  by the
Corporation  at such time as the terms and  provisions  of any  agreement of the
Corporation  (other than any  agreement  with a holder or affiliate of holder of
Capital Stock of the Corporation)  relating to its  indebtedness,  prohibit such
declaration,  payment  or  setting  apart  for  payment  or  provide  that  such
declaration,  payment or setting  apart for payment  would  constitute  a breach
thereof  or a default  thereunder,  or if such  declaration,  payment or setting

<PAGE>

apart for payment shall be  restricted  or  prohibited  by law.  Nothing in this
Section 3(b) shall be deemed to modify or in any manner limit the  provisions of
Section 3(c) and 3(d).

            (c)  Distributions   Cumulative.   Distributions  on  the  Series  D
Preferred  Stock  will  accrue  whether or not the terms and  provisions  of any
agreement  of  the  Corporation,   including  any  agreement   relating  to  its
indebtedness at any time prohibit the current payment of distributions,  whether
or not the  Corporation  has  earnings,  whether or not there are funds  legally
available  for the  payment  of  such  distributions  and  whether  or not  such
distributions  are authorized or declared.  Accrued but unpaid  distributions on
the  Series  D  Preferred  Stock  will  accumulate  as of  the  Preferred  Stock
Distribution  Payment Date on which they first become payable.  Distributions on
account of arrears for any past distribution periods may be declared and paid at
any time,  without reference to a regular Preferred Stock  Distribution  Payment
Date to  holders of record of the Series D  Preferred  Stock on the record  date
fixed by the Board of  Directors  which  date shall be not less than 10 days and
not more than 30 Business Days prior to the payment date. Accumulated and unpaid
distributions will not bear interest.

            (d)  Priority  as to  Distributions.  (i) So  long as any  Series  D
Preferred Stock is outstanding,  no distribution of cash or other property shall
be authorized, declared, paid or set apart for payment on or with respect to any
class or  series of  Common  Stock or any class or series of other  stock of the
Corporation  ranking junior to the Series D Preferred Stock as to the payment of
distributions  (such Common Stock or other junior stock,  collectively,  "Junior
Stock"), nor shall any cash or other property be set aside for or applied to the
purchase,  redemption or other  acquisition  for  consideration  of any Series D
Preferred Stock, any Parity Preferred Stock with respect to distributions or any
Junior Stock, unless, in each case, all distributions  accumulated on all Series
D Preferred  Stock and all classes and series of  outstanding  Parity  Preferred
Stock with respect to  distributions  have been paid in full.  Without  limiting
Section 6(b) hereof,  the foregoing sentence will not prohibit (i) distributions
payable solely in shares of Junior Stock, (ii) the conversion of Junior Stock or
Parity Preferred Stock into Junior Stock, and (iii) purchases by the Corporation
of such  Series D  Preferred  Stock or Parity  Preferred  Stock or Junior  Stock
pursuant  to Article 5 of the Charter to the extent  required  to  preserve  the
Corporation's status as a real estate investment trust.

                  (ii) So long as distributions have not been paid in full (or a
sum sufficient for such full payment is not  irrevocably  deposited in trust for
payment) upon the Series D Preferred  Stock,  all  distributions  authorized and
declared  on the  Series  D  Preferred  Stock  and  all  classes  or  series  of
outstanding  Parity  Preferred  Stock  with  respect to  distributions  shall be
authorized  and  declared  so that the amount of  distributions  authorized  and
declared per share of Series D Preferred  Stock and such other classes or series
of Parity  Preferred  Stock shall in all cases bear to each other the same ratio
that accrued  distributions  per share on the Series D Preferred  Stock and such
other classes or series of Parity  Preferred  Stock (which shall not include any
accumulation in respect of unpaid  distributions for prior distribution  periods
if such  class or  series  of  Parity  Preferred  Stock  do not have  cumulative
distribution rights) bear to each other.

            (e) No Further Rights. Holders of Series D Preferred Stock shall not
be entitled to any  distributions,  whether  payable in cash,  other property or
otherwise, in excess of the full cumulative distributions described herein.

            Section  4.  Liquidation  Preference.  (a)  Payment  of  Liquidating
Distributions.  Subject to the rights of holders of Parity  Preferred Stock with
respect to rights upon any voluntary or involuntary liquidation,  dissolution or
winding-up of the Corporation and subject to equity securities ranking senior to
the Series D  Preferred  Stock  with  respect to rights  upon any  voluntary  or
involuntary  liquidation,  dissolution  or  winding-up of the  Corporation,  the
holders of Series D  Preferred  Stock  shall be  entitled  to receive out of the
assets of the  Corporation  legally  available for  distribution or the proceeds
thereof,  after  payment or  provision  for debts and other  liabilities  of the
Corporation, but before any payment or distributions of the assets shall be made
to  holders  of  Common  Stock or any  other  class or  series  of shares of the
Corporation  that ranks junior to the Series D Preferred Stock as to rights upon
liquidation,  dissolution or winding-up of the  Corporation,  an amount equal to
the sum of (i) a liquidation  preference of $100 per share of Series D Preferred
Stock,  and (ii) an amount  equal to any  accumulated  and unpaid  distributions
thereon,  whether or not  declared,  to the date of payment.  In the event that,
upon such voluntary or involuntary liquidation, dissolution or winding-up, there

<PAGE>

are insufficient  assets to permit full payment of liquidating  distributions to
the holders of Series D  Preferred  Stock and any Parity  Preferred  Stock as to
rights upon  liquidation,  dissolution  or  winding-up of the  Corporation,  all
payments of liquidating  distributions  on the Series D Preferred Stock and such
Parity  Preferred  Stock  shall be made so that  the  payments  on the  Series D
Preferred Stock and such Parity  Preferred Stock shall in all cases bear to each
other the same ratio that the respective  rights of the Series D Preferred Stock
and such other Parity  Preferred Stock (which shall not include any accumulation
in respect of unpaid distributions for prior distribution periods if such Parity
Preferred Stock do not have cumulative  distribution  rights) upon  liquidation,
dissolution or winding-up of the Corporation bear to each other.

            (b) Notice.  Written  notice of any such  voluntary  or  involuntary
liquidation,  dissolution or winding-up of the Corporation,  stating the payment
date or dates when, and the place or places where, the amounts  distributable in
such circumstances shall be payable, shall be given by (i) fax and (ii) by first
class mail,  postage pre-paid,  not less than 30 and not more than 60 days prior
to the  payment  date  stated  therein,  to each  record  holder of the Series D
Preferred  Stock at the  respective  addresses of such holders as the same shall
appear on the share transfer records of the Corporation.

            (c) No  Further  Rights.  After  payment  of the full  amount of the
liquidating  distributions  to which they are entitled,  the holders of Series D
Preferred  Stock will have no right or claim to any of the  remaining  assets of
the Corporation.

            (d)  Consolidation,   Merger  or  Certain  Other  Transactions.  The
voluntary sale,  conveyance,  lease,  exchange or transfer (for cash,  shares of
stock,  securities or other  consideration)  of all or substantially  all of the
property  or assets of the  Corporation  to, or the  consolidation  or merger or
other business  combination of the  Corporation  with or into, any  corporation,
trust or other entity (or of any corporation, trust or other entity with or into
the Corporation) shall not be deemed to constitute a liquidation, dissolution or
winding-up of the Corporation.

            (e) Permissible Distributions. In determining whether a distribution
(other  than  upon  voluntary  liquidation)  by  dividend,  redemption  or other
acquisition  of shares of stock of the  Corporation  or  otherwise  is permitted
under the FBCA, no effect shall be given to amounts that would be needed, if the
Corporation were to be dissolved at the time of the distribution, to satisfy the
preferential  rights  upon  dissolution  of  holders  of  shares of stock of the
Corporation  whose  preferential  rights upon  dissolution are superior to those
receiving the distribution.

            Section 5. Optional  Redemption.  (a) Right of Optional  Redemption.
The Series D Preferred Stock may not be redeemed prior to September 29, 2004. On
or after such date, the Corporation  shall have the right to redeem the Series D
Preferred Stock, in whole or in part, at any time or from time to time, upon not
less than 30 nor more  than 60 days'  written  notice,  at a  redemption  price,
payable  in cash,  equal to $100 per  share of  Series D  Preferred  Stock  plus
accumulated and unpaid  distributions,  whether or nor declared,  to the date of
redemption.  If fewer than all of the  outstanding  shares of Series D Preferred
Stock are to be redeemed,  the shares of Series D Preferred Stock to be redeemed
shall be selected pro rata (as nearly as practicable without creating fractional
units).

            (b) Limitation on Redemption. (i) The redemption price of the Series
D Preferred Stock (other than the portion thereof  consisting of accumulated but
unpaid  distributions)  will be payable  solely out of sale  proceeds of capital
stock of the Corporation and from no other source. For purposes of the preceding
sentence,  "capital stock" means any equity  securities  (including Common Stock
and  Preferred  Stock),  shares,  participation  or  other  ownership  interests
(however designated) and any rights (other than debt securities convertible into
or  exchangeable  for  equity  securities)  or options  to  purchase  any of the
foregoing.

                  (ii) The  Corporation  may not  redeem  fewer  than all of the
outstanding shares of Series D Preferred Stock unless all accumulated and unpaid
distributions  have been paid on all Series D Preferred  Stock for all quarterly
distribution periods terminating on or prior to the date of redemption.

            (c) Procedures for Redemption.  (i) Notice of redemption will be (i)
faxed, and (ii) mailed by the Corporation, postage prepaid, not less than 30 nor
more than 60 days prior to the  redemption  date,  addressed  to the  respective

<PAGE>

holders  of record  of the  Series D  Preferred  Stock to be  redeemed  at their
respective  addresses as they appear on the transfer records of the Corporation.
No failure to give or defect in such  notice  shall  affect the  validity of the
proceedings  for the redemption of any Series D Preferred Stock except as to the
holder to whom such  notice was  defective  or not  given.  In  addition  to any
information  required by law or by the  applicable  rules of any  exchange  upon
which the Series D Preferred  Stock may be listed or  admitted to trading,  each
such notice shall state:  (i) the redemption  date,  (ii) the redemption  price,
(iii) the number of shares of Series D Preferred Stock to be redeemed,  (iv) the
place or  places  where  such  shares  of  Series D  Preferred  Stock  are to be
surrendered for payment of the redemption  price, (v) that  distributions on the
Series D  Preferred  Stock to be  redeemed  will  cease  to  accumulate  on such
redemption  date  and  (vi)  that  payment  of  the  redemption  price  and  any
accumulated  and  unpaid  distributions  will  be  made  upon  presentation  and
surrender of such Series D Preferred  Stock.  If fewer than all of the shares of
Series D  Preferred  Stock  held by any holder  are to be  redeemed,  the notice
mailed  to such  holder  shall  also  specify  the  number of shares of Series D
Preferred Stock held by such holder to be redeemed.

                  (ii)  If the  Corporation  gives a  notice  of  redemption  in
respect of Series D Preferred Stock (which notice will be irrevocable)  then, by
12:00 noon, New York City time, on the redemption  date,  the  Corporation  will
deposit  irrevocably  in trust for the benefit of the Series D  Preferred  Stock
being redeemed funds sufficient to pay the applicable redemption price, plus any
accumulated and unpaid  distributions,  whether or not declared, if any, on such
shares  to the date  fixed  for  redemption,  without  interest,  and will  give
irrevocable  instructions  and  authority to pay such  redemption  price and any
accumulated and unpaid  distributions,  if any, on such shares to the holders of
the Series D Preferred  Stock upon surrender of the  certificate  evidencing the
Series D Preferred  Stock by such holders at the place  designated in the notice
of  redemption.  If fewer than all Series D  Preferred  Stock  evidenced  by any
certificate is being redeemed,  a new certificate shall be issued upon surrender
of the  certificate  evidencing  all Series D Preferred  Stock,  evidencing  the
unredeemed  Series D Preferred Stock without cost to the holder thereof.  On and
after the date of  redemption,  distributions  will cease to  accumulate  on the
Series D Preferred Stock or portions  thereof called for redemption,  unless the
Corporation defaults in the payment thereof. If any date fixed for redemption of
Series D Preferred  Stock is not a Business Day, then payment of the  redemption
price  payable  on such date will be made on the next  succeeding  day that is a
Business Bay (and  without any interest or other  payment in respect of any such
delay) except that, if such Business Day falls in the next calendar  year,  such
payment will be made on the  immediately  preceding  Business  Day, in each case
with the same force and effect as if made on such date fixed for redemption.  If
payment of the redemption  price or any accumulated or unpaid  distributions  in
respect of the Series D Preferred  Stock is  improperly  withheld or refused and
not paid by the Corporation, distributions on such Series D Preferred Stock will
continue to accumulate from the original redemption date to the date of payment,
in which  case the actual  payment  date will be  considered  the date fixed for
redemption for purposes of calculating the applicable  redemption  price and any
accumulated and unpaid distributions.

            (d) Status of  Redeemed  Stock.  Any Series D  Preferred  Stock that
shall at any time have been  redeemed  shall  after  such  redemption,  have the
status of authorized but unissued  Preferred  Stock,  without  designation as to
class or  series  until  such  shares  are  once  more  designated  as part of a
particular class or series by the Board of Directors.

            Section 6.  Voting  Rights.  (a)  General.  Holders of the  Series D
Preferred Stock will not have any voting rights, except as set forth below.

            (b) Right to Elect Directors. (i) If at any time distributions shall
be in arrears  (which means that, as to any such  quarterly  distributions,  the
same  have not been  paid in  full)  with  respect  to six (6)  prior  quarterly
distribution  periods  (including  quarterly  periods on the Series D  Preferred
Units  prior to the  exchange  into Series D  Preferred  Stock),  whether or not
consecutive,  and shall not have  been paid in full (a  "Preferred  Distribution
Default"),  the  authorized  number of members of the Board of  Directors  shall
automatically  be  increased  by two and the  holders of record of such Series D
Preferred  Stock,  voting  together  as a single  class with the holders of each
class or series of Parity  Securities  (as defined  below),  will be entitled to
fill the vacancies so created by electing two  additional  directors to serve on
the  Corporation's  Board of Directors (the  "Preferred  Stock  Directors") at a
special meeting called in accordance with Section 6(b)(ii) or at the next annual
meeting of stockholders,  and at each subsequent  annual meeting of stockholders

<PAGE>

or  special  meeting  held in place  thereof,  until all such  distributions  in
arrears  and  distributions  for the  current  quarterly  period on the Series D
Preferred  Stock and each such  class or series of Parity  Securities  have been
paid in full.

                  (ii) At any time when such voting rights shall have vested,  a
proper officer of the Corporation shall call or cause to be called, upon written
request of holders of record of at least 10% of the outstanding shares of Series
D Preferred  Stock, a special meeting of the holders of Series D Preferred Stock
and all the series of Parity  Preferred  Stock  which are (i) on parity with the
Series D Preferred Stock both as to distributions  and rights upon  liquidation,
dissolution  and  winding  up,  (ii)  with  respect  to Parity  Preferred  Stock
outstanding as a result of an acquisition of another corporation, on parity with
the  Series  D  Preferred  Stock as to  distributions  only or with  respect  to
distributions and rights upon liquidation, dissolution or winding up or (iii) on
parity with the Series D Preferred Stock as to  distributions,  but junior as to
rights  upon  liquidation,  dissolution  and  winding up, but if any such Parity
Preferred  Stock  referred to in this clause (iii) was issued for an amount less
than its  liquidation  preference,  the holders thereof shall be entitled to one
vote for each $25.00 of issuance  price,  in lieu of one vote for each $25.00 of
liquidation  preference,  and upon which like voting rights have been  conferred
and are  exercisable  (collectively,  the  "Parity  Securities")  by  mailing or
causing to be mailed to such holders a notice of such special meeting to be held
not less than ten and not more than 45 days after the date such notice is given.
The record date for  determining  holders of the Parity  Securities  entitled to
notice of and to vote at such  special  meeting will be the close of business on
the third Business Day preceding the day on which such notice is mailed.  At any
annual or special  meeting at which Parity  Securities are entitled to vote, all
of the holders of the Parity Securities, by plurality vote, voting together as a

single class without regard to series will be entitled to elect two directors on
the basis of one vote per $25.00 of liquidation  preference to which such Parity
Securities  are  entitled  by their  terms  (excluding  amounts  in  respect  of
accumulated and unpaid dividends) and not cumulatively. The holder or holders of
the Parity  Securities  representing  one-third of the total voting power of the
Parity  Securities  then  outstanding,  present  in  person  or by  proxy,  will
constitute a quorum for the election of the Preferred Stock Directors  except as
otherwise provided by law. Notice of all meetings at which holders of the Series
D Preferred  Stock  shall be  entitled to vote will be given to such  holders at
their addresses as they appear in the transfer  records.  At any such meeting or
adjournment thereof in the absence of a quorum, subject to the provisions of any
applicable law, the holders of the Parity Securities  representing a majority of
the voting  power of the Parity  Securities  present in person or by proxy shall
have the power to adjourn the meeting for the  election of the  Preferred  Stock
Directors,  without notice other than an  announcement  at the meeting,  until a
quorum is present. If a Preferred Distribution Default shall terminate after the
notice of an annual or special  meeting has been given but before  such  meeting
has  been  held,  the  Corporation  shall,  as soon as  practicable  after  such
termination, mail or cause to be mailed notice of such termination to holders of
the Series D  Preferred  Stock that  would  have been  entitled  to vote at such
meeting.

                  (iii)  If and  when  all  accumulated  distributions  and  the
distribution for the current distribution period on the Series D Preferred Stock
shall have been paid in full or a sum sufficient for such payment is irrevocably
deposited  in trust for  payment,  the holders of the Series D  Preferred  Stock
shall be divested of the voting rights set forth in Section 6(b) herein (subject
to revesting in the event of each and every Preferred Distribution Default) and,
if  all   distributions  in  arrears  and  the  distributions  for  the  current
distribution  period  have been paid in full or set aside for payment in full on
all other classes or series of Parity  Securities  upon which like voting rights
have been conferred and are  exercisable,  the term and office of each Preferred
Stock Director so elected shall  terminate.  Any Preferred Stock Director may be
removed  at any time  with or  without  cause by the vote of,  and  shall not be
removed  otherwise  than by the vote of, the  holders of record of a majority of
the  outstanding  Series D Preferred  Stock when they have the voting rights set
forth in  Section  6(b)  (voting  separately  as a single  class  with all other
classes or series of Parity  Preferred  Stock upon which like voting rights have
been conferred and are exercisable). So long as a Preferred Distribution Default
shall  continue,  any vacancy in the office of a Preferred Stock Director may be
filled by written consent of the Preferred  Stock Director  remaining in office,
or if none  remains in office,  by a vote of the holders of record of a majority
of the outstanding Series D Preferred Stock when they have the voting rights set
forth in  Section  6(b)  (voting  separately  as a single  class  with all other

<PAGE>

classes or series of Parity  Securities  upon which like voting rights have been
conferred and are  exercisable).  The Preferred  Stock  Directors  shall each be
entitled to one vote per director on any matter.

            (c) Certain Voting Rights.  So long as any Series D Preferred  Stock
remains outstanding,  the Corporation shall not, without the affirmative vote of
the  holders  of at least  two-thirds  of the Series D  Preferred  Stock and the
Series D Preferred Units outstanding at such time and not previously surrendered
in exchange for Series D Preferred  Stock together,  if applicable,  voting as a
single  class  based on the number of shares  into which such Series D Preferred
Units are then convertible (collectively,  the "Series D Voting Securities") (i)
designate or create,  or increase the  authorized or issued amount of, any class
or series of shares ranking senior to the Series D Preferred  Stock with respect
to  payment  of  distributions  or  rights  upon  liquidation,   dissolution  or
winding-up or reclassify any authorized  shares of the Corporation into any such
shares, or create,  authorize or issue any obligations or securities convertible
into or  evidencing  the right to purchase  any such shares,  (ii)  designate or
create,  or increase the  authorized or issued  amount of, any Parity  Preferred
Stock or  reclassify  any  authorized  shares of the  Corporation  into any such
shares, or create,  authorize or issue any obligations or securities convertible
into or evidencing the right to purchase any such shares, but only to the extent
such Parity Preferred Stock is issued to an affiliate of the Corporation  (other
than Security Capital U.S.  Realty,  Security  Capital  Holdings,  S.A. or their
affiliates if issued upon arms-length  terms in the good faith  determination of
the Board of Directors), or (iii) either (A) consolidate, merge into or with, or
convey,  transfer  or lease its  assets  substantially  as an  entirety,  to any
corporation or other entity, or (B) amend, alter or repeal the provisions of the
Corporation's  Charter  (including  these  Articles  of  Amendment)  or By-laws,
whether  by  merger,  consolidation  or  otherwise,  in  each  case  that  would
materially  and  adversely  affect  the  powers,  special  rights,  preferences,
privileges  or  voting  power of the  Series D  Preferred  Stock or the  holders
thereof;  provided,  however,  that with respect to the  occurrence of a merger,
consolidation  or a sale  or  lease  of all of the  Corporation's  assets  as an
entirety,  so long as (a) the Corporation is the surviving entity and the Series
D Preferred Stock remains  outstanding with the terms thereof unchanged,  or (b)
the resulting,  surviving or transferee entity is a corporation  organized under
the laws of any state and  substitutes  the Series D  Preferred  Stock for other
preferred  stock  having  substantially  the same  terms and same  rights as the
Series D Preferred Stock, including with respect to distributions, voting rights
and rights upon liquidation,  dissolution or winding-up,  then the occurrence of
any such event  shall not be deemed to  materially  and  adversely  affect  such
rights,  privileges  or voting  powers of the  holders of the Series D Preferred
Stock and no vote of the Series D Voting  Securities  shall be  required in such

case;  and  provided  further  that any  increase  in the  amount of  authorized
Preferred  Stock or the  creation  or  issuance  of any other class or series of
Preferred Stock, or any increase in an amount of authorized shares of each class
or series,  in each case  ranking  either  (a) junior to the Series D  Preferred
Stock with respect to payment of  distributions  or the  distribution  of assets
upon liquidation,  dissolution or winding-up, or (b) on a parity with the Series
D Preferred Stock with respect to payment of  distributions  or the distribution
of assets  upon  liquidation,  dissolution  or  winding-up  to the  extent  such
Preferred  Stock is not issued to a  affiliate  of the  Corporation  (other than
Security  Capital  U.S.  Realty,   Security  Capital  Holdings,  S.A.  or  their
affiliates if issued upon arms-length  terms in the good faith  determination of
the Board of Directors),  shall not be deemed to materially and adversely affect
such rights, preferences,  privileges or voting powers and no vote of the Series
D Preferred Stock shall be required in such case.

            Section  7. No  Conversion  Rights.  The  holders  of the  Series  D
Preferred  Stock shall not have any rights to convert such shares into shares of
any other class or series of stock or into any other  securities of, or interest
in, the Corporation.

            Section 8.  No Sinking Fund.  No sinking fund shall be  established
for the retirement or redemption of Series D Preferred Stock.

            Section 9. No Preemptive Rights. No holder of the Series D Preferred
Stock of the Corporation  shall, as such holder,  have any preemptive  rights to
purchase or subscribe for additional  shares of stock of the  Corporation or any
other security of the Corporation which it may issue or sell.


<PAGE>

            FOURTH:  The Series D Preferred  Stock have been classified and
designated  by  the  Board of  Directors under  the authority  contained in the
Charter.

            FIFTH:  These  Articles  of  Amendment  have been  approved  by the
Board of Directors in the manner and by the vote required by law.

            SIXTH: The undersigned officer of the Corporation acknowledges these
Articles of Amendment to be the corporate act of the Corporation  and, as to all
matters or facts  required to be verified under oath,  the  undersigned  officer
acknowledges  that to the best of his knowledge,  information and belief,  these
matters and facts are true in all material  respects and that this  statement is
made under the penalties for perjury.

            IN WITNESS  WHEREOF,  the  Corporation  has caused these Articles of
Amendment to be executed  under seal in its name and on its behalf by its Senior
Vice President and attested to by its Secretary on this ______ day of September,
1999.



                                          REGENCY REALTY CORPORATION


                                          By:   /s/ Robert L. Miller
                                             -----------------------------------
                                              Name:  Robert L. Miller
                                              Title:    Sr. Vice President



      [SEAL]

      ATTEST:


       /s/ J. Christian Leavitt
      ----------------------------
      Name: J. Christian Leavitt
      Title: Secretary


<PAGE>

              ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF
                           REGENCY REALTY CORPORATION
                     DESIGNATING THE PREFERENCES, RIGHTS AND
                        LIMITATIONS OF 700,000 SHARES OF
              8.75% SERIES E CUMULATIVE REDEEMABLE PREFERRED STOCK

                                 $0.01 Par Value

      Pursuant  to Section  607.0602  of the Florida  Business  Corporation  Act
("FBCA"), Regency Realty Corporation, a Florida corporation (the "Corporation"),
does hereby certify that:

      FIRST:  Pursuant  to  the  authority  expressly  vested  in the  Board  of
Directors of the Corporation by Section 4.2 of the Amended and Restated Articles
of  Incorporation  of the  Corporation  (as amended,  the "Charter") and Section
607.0602 of the FBCA, the Board of Directors of the  Corporation  (the "Board of
Directors"),  by resolutions duly adopted on May 25, 2000 has classified 700,000
shares of the authorized but unissued  Preferred  Stock par value $.0l per share
("Preferred  Stock") as a separate  class of  Preferred  Stock,  authorized  the
issuance of a maximum of 700,000  shares of such class of Preferred  Stock,  set
certain  of  the  preferences,  conversion  and  other  rights,  voting  powers,
restrictions,  limitations as to dividends, qualifications, terms and conditions
of redemption and other terms and  conditions of such class of Preferred  Stock,
and pursuant to the powers  contained in the Bylaws of the  Corporation  and the
FBCA,  appointed a committee  (the  "Committee")  of the Board of Directors  and
delegated to the Committee,  to the fullest extent permitted by the FBCA and the
Charter and Bylaws of the Corporation, all powers of the Board of Directors with
respect to designating, and setting all other preferences,  conversion and other
rights,  voting  powers,  restrictions,  limitations  as to dividends  and other
distributions,  qualifications  and terms and  conditions of redemption of, such
class of  Preferred  Stock,  determining  the  number of shares of such class of
Preferred Stock (not in excess of the aforesaid maximum number) to be issued and
the  consideration and other terms and conditions upon which such shares of such
class of Preferred Stock are to be issued. Shareholder approval was not required
under the Charter with respect to such  designation.  Capitalized terms used and
not  otherwise  defined  herein shall have the meaning  assigned  thereto in the
Charter.

      SECOND:  Pursuant  to  the  authority  conferred  upon  the  Committee  as
aforesaid,  the Committee has unanimously  adopted  resolutions  designating the
aforesaid class of Preferred Stock as the "8.75% Series E Cumulative  Redeemable
Preferred Stock," setting the preferences,  conversion and other rights,  voting
powers,  restrictions,  limitations as to dividends,  qualifications,  terms and
conditions of redemption  and other terms and  conditions of such 8.75% Series E
Cumulative  Redeemable  Preferred  Stock (to the  extent not set by the Board of
Directors  in the  resolutions  referred  to in Article 0 of these  Articles  of
Amendment) and  authorizing the issuance of up to 700,000 shares of 8.75% Series
E Cumulative Redeemable Preferred Stock.

      THIRD:  The class of  Preferred  Stock of the  Corporation  created by the
resolutions duly adopted by the Board of Directors of the Corporation and by the
Committee  and  referred  to in Articles  First and Second of these  Articles of
Amendment shall have the following designation,  number of shares,  preferences,
conversion and other rights,  voting powers,  restrictions  and limitation as to
dividends,  qualifications,  terms and  conditions of redemption and other terms
and conditions:

            Section 1.  Designation  and Number.  A series of  Preferred  Stock,
designated  the "8.75%  Series E  Cumulative  Redeemable  Preferred  Stock" (the
"Series E  Preferred  Stock")  is hereby  established.  The  number of shares of
Series E Preferred Stock shall be 700,000.

            Section 2. Rank. The Series E Preferred  Stock will, with respect to
distributions or rights upon voluntary or involuntary liquidation, winding-up or
dissolution of the Corporation, or both, rank senior to all classes or series of
Common  Stock (as defined in the Charter) and to all classes or series of equity
securities of the Corporation now or hereafter authorized, issued or outstanding
other than any class or series of equity securities of the Corporation expressly
designated as ranking on a parity with or senior to the Series E Preferred Stock
as to  distributions  or  rights  upon  voluntary  or  involuntary  liquidation,
winding-up or  dissolution  of the  Corporation,  or both. For purposes of these
Articles of Amendment,  the term "Parity Preferred Stock" shall be used to refer
to any class or series of equity  securities of the Corporation now or hereafter
authorized,  issued or outstanding  expressly  designated by the  Corporation to

<PAGE>

rank on a parity with Series E Preferred Stock with respect to  distributions or
rights upon voluntary or involuntary  liquidation,  winding-up or dissolution of
the  Corporation,  or both,  as the  context  may  require,  whether  or not the
dividend rates,  dividend payment dates or redemption or liquidation  prices per
share or conversion  rights or exchange  rights shall be different from those of
the Series E Preferred Stock. The term "equity securities" does not include debt
securities,  which will rank  senior to the Series E  Preferred  Stock  prior to
conversion. The Series E Preferred Stock is expressly designated as ranking on a
parity with the Series 1 Cumulative  Convertible Redeemable Preferred Stock, the
Series 2 Cumulative  Convertible  Redeemable Preferred Stock, Series A Preferred
Stock, the Series B Preferred Stock, the Series C Preferred Stock and the Series
D Preferred Stock.

            Section 3. Distributions.  (a) Payment of Distributions.  Subject to
the  rights  of  holders  of  Parity  Preferred  Stock  as  to  the  payment  of
distributions  and holders of equity  securities issued after the date hereof in
accordance herewith ranking senior to the Series E Preferred Stock as to payment
of  distributions,  holders of Series E  Preferred  Stock  shall be  entitled to
receive,  out of funds  legally  available  for the  payment  of  distributions,
cumulative preferential cash distributions at the rate per annum of 8.75% of the
$100.00  liquidation  preference  per share of Series E  Preferred  Stock.  Such
distributions  shall be  cumulative,  shall  accrue  from the  original  date of
issuance  and will be payable in cash when,  as and if  declared by the Board of
Directors of the  Corporation  (A) quarterly in arrears,  on or before March 31,
June 30,  September 30 and December 31 of each year  commencing  on the first of
such dates to occur after the original date of issuance and, (B) in the event of
a  redemption,  on the  redemption  date  (each  a  "Series  E  Preferred  Stock
Distribution  Payment  Date").  The amount of the  distribution  payable for any
period will be computed on the basis of a 360-day year of twelve  30-day  months
and for any period shorter than a full quarterly period for which  distributions
are computed,  the amount of the distribution  payable will be computed based on
the ratio of the actual  number of days elapsed in such  quarterly  period to 90
days.  If any  date  on  which  distributions  are to be made  on the  Series  E
Preferred Stock is not a Business Day (as defined  herein),  then payment of the
distribution  to be made on such  date will be made on the next  succeeding  day
that is a Business Day (and without any interest or other  payment in respect of
any such delay)  except that,  if such  Business  Day is in the next  succeeding
calendar year, such payment shall be made on the immediately  preceding Business
Day,  in each case  with the same  force  and  effect  as if made on such  date.
Distributions  on the Series E  Preferred  Stock will be made to the  holders of
record of the Series E Preferred  Stock on the relevant record dates to be fixed
by the Board of  Directors of the  Corporation,  which record dates shall be not
less  than 10 days and not more  than 30  Business  Days  prior to the  relevant
Series E Preferred Stock Distribution  Payment Date (each a "Distribution Record
Date"). Notwithstanding anything to the contrary set forth herein, each share of
Series E Preferred  Stock  shall also  continue to accrue all accrued and unpaid
distributions,  whether or not declared, up to the exchange date on any Series E
Preferred  Unit (as  defined in the Third  Amended  and  Restated  Agreement  of
Limited  Partnership  of Regency  Centers,  L.P.,  dated as September 1, 1999 as
amended by that certain Amendment No. 4 to Third Amended and Restated  Agreement
of Limited  Partnership  dated as of May 25, 2000 (as amended,  the "Partnership
Agreement"))  validly  exchanged into such share of Series E Preferred  Stock in
accordance with the provisions of such Partnership Agreement.

            The term  "Business  Day" shall mean each day, other than a Saturday
or a Sunday,  which is not a day on which banking  institutions in New York, New
York are authorized or required by law, regulation or executive order to close.

            (b)  Distributions   Cumulative.   Distributions  on  the  Series  E
Preferred  Stock  will  accrue  whether or not the terms and  provisions  of any
agreement  of  the  Corporation,   including  any  agreement   relating  to  its
indebtedness at any time prohibit the current payment of distributions,  whether
or not the  Corporation  has  earnings,  whether or not there are funds  legally
available  for the  payment  of  such  distributions  and  whether  or not  such
distributions  are authorized or declared.  Accrued but unpaid  distributions on
the Series E Preferred  Stock will accumulate as of the Series E Preferred Stock
Distribution  Payment Date on which they first become payable.  Distributions on
account of arrears for any past distribution periods may be declared and paid at
any time,  without reference to a regular Series E Preferred Stock  Distribution
Payment Date to holders of record of the Series E Preferred  Stock on the record
date fixed by the Board of  Directors  which date shall be not less than 10 days
and not more than 30 Business  Days prior to the payment date.  Accumulated  and
unpaid distributions will not bear interest.


<PAGE>

            (c)  Priority  as to  Distributions.  (i) So  long as any  Series  E
Preferred Stock is outstanding,  no distribution of cash or other property shall
be authorized, declared, paid or set apart for payment on or with respect to any
class or  series of  Common  Stock or any class or series of other  stock of the
Corporation  ranking  junior as to the  payment of  distributions  to the Parity
Preferred Stock (such Common Stock or other junior stock, collectively,  "Junior
Stock"), nor shall any cash or other property be set aside for or applied to the
purchase,  redemption or other  acquisition  for  consideration  of any Series E
Preferred Stock, any Parity Preferred Stock with respect to distributions or any
Junior Stock, unless in each case, all distributions accumulated on all Series E
Preferred Stock and all classes and series of outstanding Parity Preferred Stock
as to payment of  distributions  have been paid in full. The foregoing  sentence
will not prohibit (i)  distributions  payable  solely in Junior Stock,  (ii) the
conversion of Series E Preferred  Stock,  Junior Stock or Parity Preferred Stock
into stock of the Corporation  ranking junior to the Series E Preferred Stock as
to  distributions,  and (iii)  purchases  by the  Corporation  of such  Series E
Preferred  Stock or Parity  Preferred  Stock with  respect to  distributions  or
Junior  Stock  pursuant  to Article 5 of the  Charter to the extent  required to
preserve the Corporation's status as a real estate investment trust.

                  (ii) So long as distributions have not been paid in full (or a
sum sufficient for such full payment is not  irrevocably  deposited in trust for
payment) upon the Series E Preferred  Stock,  all  distributions  authorized and
declared  on the  Series  E  Preferred  Stock  and  all  classes  or  series  of
outstanding  Parity  Preferred  Stock  with  respect to  distributions  shall be
authorized  and  declared  so that the amount of  distributions  authorized  and
declared per share of Series E Preferred  Stock and such other classes or series
of Parity  Preferred  Stock shall in all cases bear to each other the same ratio
that accrued  distributions  per share on the Series E Preferred  Stock and such
other classes or series of Parity  Preferred  Stock (which shall not include any
accumulation in respect of unpaid  distributions for prior distribution  periods
if such  class or series  of Parity  Preferred  Stock  does not have  cumulative
distribution rights) bear to each other.

            (d) No Further Rights. Holders of Series E Preferred Stock shall not
be entitled to any  distributions,  whether  payable in cash,  other property or
otherwise, in excess of the full cumulative distributions described herein.

            Section  4.  Liquidation  Preference.  (a)  Payment  of  Liquidation
Distributions.  Subject to the rights of holders of Parity  Preferred Stock with
respect to rights upon any voluntary or involuntary liquidation,  dissolution or
winding-up of the Corporation and subject to equity securities ranking senior to
the Series E  Preferred  Stock  with  respect to rights  upon any  voluntary  or
involuntary  liquidation,  dissolution  or  winding-up of the  Corporation,  the
holders of Series E  Preferred  Stock  shall be  entitled  to receive out of the
assets of the  Corporation  legally  available for  distribution or the proceeds
thereof,  after  payment or  provision  for debts and other  liabilities  of the
Corporation, but before any payment or distributions of the assets shall be made
to  holders  of  Common  Stock or any  other  class or  series  of shares of the
Corporation  that ranks junior to the Series E Preferred Stock as to rights upon
liquidation,  dissolution or winding-up of the  Corporation,  an amount equal to
the sum of (i) a  liquidation  preference  of  $100.00  per  share  of  Series E
Preferred  Stock,  and  (ii) an  amount  equal  to any  accumulated  and  unpaid
distributions  thereon,  whether or not declared, to the date of payment. In the
event that,  upon such  voluntary or  involuntary  liquidation,  dissolution  or
winding-up,  there are insufficient assets to permit full payment of liquidating
distributions  to the  holders  of  Series  E  Preferred  Stock  and any  Parity
Preferred Stock as to rights upon liquidation,  dissolution or winding-up of the
Corporation, all payments of liquidating distributions on the Series E Preferred
Stock and such Parity  Preferred Stock shall be made so that the payments on the
Series E Preferred Stock and such Parity Preferred Stock shall in all cases bear
to each  other  the  same  ratio  that the  respective  rights  of the  Series E
Preferred  Stock and such other Parity  Preferred Stock (which shall not include
any  accumulation  in respect  of unpaid  distributions  for prior  distribution
periods if such Parity  Preferred  Stock does not have  cumulative  distribution
rights) upon  liquidation,  dissolution or winding-up of the Corporation bear to
each other.

            (b) Notice.  Written  notice of any such  voluntary  or  involuntary
liquidation,  dissolution or winding-up of the Corporation,  stating the payment
date or dates when, and the place or places where, the amounts  distributable in
such circumstances shall be payable, shall be given by (i) fax and (ii) by first
class mail,  postage pre-paid,  not less than 30 and not more than 60 days prior
to the  payment  date  stated  therein,  to each  record  holder of the Series E

<PAGE>

Preferred  Stock at the  respective  addresses of such holders as the same shall
appear on the share transfer records of the Corporation.

            (c) No  Further  Rights.  After  payment  of the full  amount of the
liquidating  distributions  to which they are entitled,  the holders of Series E
Preferred  Stock will have no right or claim to any of the  remaining  assets of
the Corporation.

            (d)  Consolidation   Merger  or  Certain  Other  Transactions.   The
voluntary sale,  conveyance,  lease,  exchange or transfer (for cash,  shares of
stock,  securities or other  consideration)  of all or substantially  all of the
property  or assets of the  Corporation  to, or the  consolidation  or merger or
other business  combination of the  Corporation  with or into, any  corporation,
trust or other entity (or of any corporation, trust or other entity with or into
the Corporation) shall not be deemed to constitute a liquidation, dissolution or
winding-up of the Corporation.

            (e) Permissible Distributions. In determining whether a distribution
(other  than  upon  voluntary  liquidation)  by  dividend,  redemption  or other
acquisition  of shares of stock of the  Corporation  or  otherwise  is permitted
under the FBCA, no effect shall be given to amounts that would be needed, if the
Corporation were to be dissolved at the time of the distribution, to satisfy the
preferential  rights  upon  dissolution  of  holders  of  shares of stock of the
Corporation  whose  preferential  rights upon  dissolution are superior to those
receiving the distribution.

            Section 5. Optional  Redemption.  (a) Right of Optional  Redemption.
The Series E Preferred  Stock may not be redeemed  prior to May 25, 2005.  On or
after such  date,  the  Corporation  shall have the right to redeem the Series E
Preferred Stock, in whole or in part, at any time or from time to time, upon not
less than 30 nor more  than 60 days'  written  notice,  at a  redemption  price,
payable in cash,  equal to $100.00  per share of Series E  Preferred  Stock plus
accumulated and unpaid  distributions,  whether or nor declared,  to the date of
redemption.  If fewer than all of the  outstanding  shares of Series E Preferred
Stock are to be redeemed,  the shares of Series E Preferred Stock to be redeemed
shall be selected pro rata (as nearly as practicable without creating fractional
shares).

            (b) Limitation on Redemption. (i) The redemption price of the Series
E Preferred Stock (other than the portion thereof  consisting of accumulated but
unpaid  distributions)  will be payable  solely out of sale  proceeds of capital
stock of the Corporation and from no other source. For purposes of the preceding
sentence,  "capital stock" means any equity  securities  (including Common Stock
and  Preferred  Stock),  shares,  participation  or  other  ownership  interests
(however designated) and any rights (other than debt securities convertible into
or  exchangeable  for  equity  securities)  or options  to  purchase  any of the
foregoing.

                  (ii) The  Corporation  may not  redeem  fewer  than all of the
outstanding shares of Series E Preferred Stock unless all accumulated and unpaid
distributions  have been paid on all Series E Preferred  Stock for all quarterly
distribution periods terminating on or prior to the date of redemption.

            (c) Procedures for Redemption.  (i) Notice of redemption will be (i)
faxed, and (ii) mailed by the Corporation, postage prepaid, not less than 30 nor
more than 60 days prior to the  redemption  date,  addressed  to the  respective
holders  of record  of the  Series E  Preferred  Stock to be  redeemed  at their
respective  addresses as they appear on the transfer records of the Corporation.
No failure to give or defect in such  notice  shall  affect the  validity of the
proceedings  for the redemption of any Series E Preferred Stock except as to the
holder to whom such  notice was  defective  or not  given.  In  addition  to any
information  required by law or by the  applicable  rules of any  exchange  upon
which the Series E Preferred  Stock may be listed or  admitted to trading,  each
such notice shall state:  (i) the redemption  date,  (ii) the redemption  price,
(iii) the number of shares of Series E Preferred Stock to be redeemed,  (iv) the
place or  places  where  such  shares  of  Series E  Preferred  Stock  are to be
surrendered for payment of the redemption  price, (v) that  distributions on the
Series E  Preferred  Stock to be  redeemed  will  cease  to  accumulate  on such
redemption  date  and  (vi)  that  payment  of  the  redemption  price  and  any
accumulated  and  unpaid  distributions  will  be  made  upon  presentation  and
surrender of such Series E Preferred  Stock.  If fewer than all of the shares of
Series E  Preferred  Stock  held by any holder  are to be  redeemed,  the notice
mailed  to such  holder  shall  also  specify  the  number of shares of Series E
Preferred Stock held by such holder to be redeemed.


<PAGE>

                  (ii)  If the  Corporation  gives a  notice  of  redemption  in
respect of Series E Preferred Stock (which notice will be irrevocable)  then, by
12:00 noon, New York City time, on the redemption  date,  the  Corporation  will
deposit  irrevocably  in trust for the benefit of the Series E  Preferred  Stock
being redeemed funds sufficient to pay the applicable redemption price, plus any
accumulated and unpaid  distributions,  whether or not declared, if any, on such
shares  to the date  fixed  for  redemption,  without  interest,  and will  give
irrevocable  instructions  and  authority to pay such  redemption  price and any
accumulated and unpaid  distributions,  if any, on such shares to the holders of
the Series E Preferred  Stock upon surrender of the  certificate  evidencing the
Series E Preferred  Stock by such holders at the place  designated in the notice
of  redemption.  If fewer than all Series E  Preferred  Stock  evidenced  by any
certificate is being redeemed,  a new certificate shall be issued upon surrender
of the  certificate  evidencing  all Series E Preferred  Stock,  evidencing  the
unredeemed  Series E Preferred Stock without cost to the holder thereof.  On and
after the date of  redemption,  distributions  will cease to  accumulate  on the
Series E Preferred Stock or portions  thereof called for redemption,  unless the
Corporation defaults in the payment thereof. If any date fixed for redemption of
Series E Preferred  Stock is not a Business Day, then payment of the  redemption
price  payable  on such date will be made on the next  succeeding  day that is a
Business Day (and  without any interest or other  payment in respect of any such
delay) except that, if such Business Day falls in the next calendar  year,  such
payment will be made on the  immediately  preceding  Business  Day, in each case
with the same force and effect as if made on such date fixed for redemption.  If
payment of the redemption  price or any accumulated or unpaid  distributions  in
respect of the Series E Preferred  Stock is  improperly  withheld or refused and
not paid by the Corporation, distributions on such Series E Preferred Stock will
continue to accumulate from the original redemption date to the date of payment,
in which  case the actual  payment  date will be  considered  the date fixed for
redemption for purposes of calculating the applicable  redemption  price and any
accumulated and unpaid distributions.

            (d) Status of  Redeemed  Stock.  Any Series E  Preferred  Stock that
shall at any time have been  redeemed  shall  after  such  redemption,  have the
status of authorized but unissued  Preferred  Stock,  without  designation as to
class or  series  until  such  shares  are  once  more  designated  as part of a
particular class or series by the Board of Directors.

            Section 6.  Voting  Rights.  (a) General. Holders  of the  Series E
Preferred Stock will not have any voting rights, except as set forth below.

            (b) Right to Elect Directors. (i) If at any time distributions shall
be in arrears (which means that as to any such quarterly distributions, the same
have not been paid in full) with respect to six (6) prior quarterly distribution
periods  (including  quarterly  periods on the Series E Preferred Units prior to
the exchange into Series E Preferred  Stock),  whether or not  consecutive,  and
shall not have been paid in full (a "Series E Preferred Distribution  Default"),
the authorized  number of members of the Board of Directors shall  automatically
be increased by two and the holders of record of such Series E Preferred  Stock,
voting  together  as a single  class with the holders of each class or series of
Parity Preferred Stock upon which like voting rights have been conferred and are
exercisable,  will be entitled to fill the  vacancies so created by electing two
additional  directors  to serve on the  Corporation's  Board of  Directors  (the
"Preferred  Stock  Directors") at a special  meeting  called in accordance  with
Section  6(b)(ii),  and at each  subsequent  annual meeting of  stockholders  or
special meeting held in place thereof,  until all such  distributions in arrears
and  distributions  for the current  quarterly  period on the Series E Preferred
Stock and each such class or series of Parity  Preferred Stock have been paid in
full.

                  (ii) At any time when such voting rights shall have vested,  a
proper officer of the Corporation shall call or cause to be called, upon written
request of holders of record of at least 10% of the outstanding shares of Series
E Preferred  Stock, a special meeting of the holders of Series E Preferred Stock
and all the series of Parity  Preferred Stock upon which like voting rights have
been conferred and are exercisable  (collectively,  the "Parity  Securities") by
mailing or causing to be mailed to such holders a notice of such special meeting
to be held not  less  than ten and not more  than 45 days  after  the date  such
notice  is  given.  The  record  date  for  determining  holders  of the  Parity
Securities entitled to notice of and to vote at such special meeting will be the
close of  business on the third  Business  Day  preceding  the day on which such
notice is mailed.  At any annual or special  meeting at which Parity  Securities
are entitled to vote, all of the holders of the Parity Securities,  by plurality
vote,  voting  together  as a single  class  without  regard to  series  will be

<PAGE>

entitled  to  elect  two  directors  on the  basis of one  vote  per  $25.00  of
liquidation  preference  to which such Parity  Securities  are entitled by their
terms (excluding amounts in respect of accumulated and unpaid dividends) and not
cumulatively.  The  holder or  holders  of the  Parity  Securities  representing
one-third of the total voting power of the Parity  Securities then  outstanding,
present in person or by proxy,  will constitute a quorum for the election of the
Preferred  Stock  Directors  except as otherwise  provided by law. Notice of all
meetings at which  holders of the Series E Preferred  Stock shall be entitled to
vote will be given to such  holders  at their  addresses  as they  appear in the
transfer records. At any such meeting or adjournment thereof in the absence of a
quorum,  subject to the  provisions  of any  applicable  law, the holders of the
Parity  Securities  representing  a majority  of the voting  power of the Parity
Securities  present in person or by proxy  shall  have the power to adjourn  the
meeting for the election of the Preferred Stock Directors,  without notice other
than an  announcement at the meeting,  until a quorum is present.  If a Series E
Preferred  Distribution Default shall terminate after the notice of an annual or
special  meeting  has been  given but before  such  meeting  has been held,  the
Corporation shall, as soon as practicable after such termination,  mail or cause
to be mailed  notice of such  termination  to holders of the Series E  Preferred
Stock that would have been entitled to vote at such meeting.

                  (iii)  If and  when  all  accumulated  distributions  and  the
distribution for the current distribution period on the Series E Preferred Stock
shall have been paid in full or a sum sufficient for such payment is irrevocably
deposited  in trust for  payment,  the holders of the Series E  Preferred  Stock
shall be divested of the voting rights set forth in Section 6(b) herein (subject
to  revesting  in the event of each and every  Series E  Preferred  Distribution
Default)  and, if all  distributions  in arrears and the  distributions  for the
current  distribution  period have been paid in full or set aside for payment in
full on all other  classes or series of Parity  Preferred  Stock upon which like
voting rights have been conferred and are  exercisable,  the terms and office of
each Preferred  Stock Director so elected shall  terminate.  Any Preferred Stock
Director  may be removed  at any time with or without  cause by the vote of, and
shall not be removed  otherwise  than by the vote of, the holders of record of a
majority of the  outstanding  Series E Preferred Stock when they have the voting
rights set forth in Section 6(b) (voting  separately  as a single class with all
other classes or series of Parity  Preferred Stock upon which like voting rights
have  been  conferred  and are  exercisable).  So long as a Series  E  Preferred
Distribution  Default shall  continue,  any vacancy in the office of a Preferred
Stock Director may be filled by written  consent of the Preferred Stock Director
remaining in office,  or if none remains in office,  by a vote of the holders of
record of a majority of the outstanding  Series E Preferred Stock when they have
the voting rights set forth in Section 6(b) (voting separately as a single class
with all other  classes  or series of Parity  Preferred  Stock  upon  which like
voting rights have been  conferred  and are  exercisable).  The Preferred  Stock
Directors shall each be entitled to one vote per director on any matter.

            (c) Certain Voting Rights.  So long as any Series E Preferred  Stock
remains outstanding,  the Corporation shall not, without the affirmative vote of
the holders of at least  two-thirds of the Series E Preferred Stock  outstanding
at the time (i)  authorize,  designate or create,  or increase the authorized or
issued  amount of, any class or series of shares  ranking  prior to the Series E
Preferred  Stock  with  respect  to  payment  of  distributions  or rights  upon
liquidation,  dissolution or winding-up or reclassify  any authorized  shares of
the  Corporation  into  any such  shares,  or  create,  authorize  or issue  any
obligations or securities  convertible  into or evidencing the right to purchase
any such shares, (ii) authorize, designate or create, or increase the authorized
or issued amount of, any Parity  Preferred  Stock or reclassify  any  authorized
shares of the Corporation  into any such shares,  or create,  authorize or issue
any  obligations  or  securities  convertible  into or  evidencing  the right to
purchase any such shares,  but only to the extent such Parity Preferred Stock is
issued to an  affiliate of the  Corporation  (other than  Security  Capital U.S.
Realty,  Security Capital Holdings,  S.A. or their affiliates),  or (iii) either
(A)  consolidate,  merge into or with,  or convey,  transfer or lease its assets
substantially as an entirety,  to any corporation or other entity, or (B) amend,
alter or repeal the provisions of the  Corporation's  Charter  (including  these
Articles  of  Amendment)  or  By-laws,  whether  by  merger,   consolidation  or
otherwise,  in each case in a manner that would  materially and adversely affect
the powers,  special  rights,  preferences,  privileges  or voting  power of the
Series E Preferred Stock or the holders thereof;  provided,  however,  that with
respect to the occurrence of a merger,  consolidation  or a sale or lease of all
of the  Corporation's  assets as an entirety,  so long as (a) the Corporation is
the surviving  entity and the Series E Preferred Stock remains  outstanding with
the terms  thereof  unchanged,  or (b) the  resulting,  surviving or  transferee

<PAGE>

entity is a corporation  organized  under the laws of any state and  substitutes
the Series E Preferred Stock for other preferred stock having  substantially the
same  terms and same  rights as the Series E  Preferred  Stock,  including  with
respect to distributions,  redemptions, transfers, voting rights and rights upon
liquidation,  dissolution or  winding-up,  then the occurrence of any such event
shall not be deemed to materially and adversely  affect such rights,  privileges
or voting  powers of the holders of the Series E Preferred  Stock and no vote of
the Series E Preferred Stock shall be required in such case and provided further
that any increase in the amount of authorized Preferred Stock or the creation or
issuance of any other class or series of Preferred  Stock, or any increase in an
amount of authorized shares of each class or series, in each case ranking either
(a)  junior  to the  Series  E  Preferred  Stock  with  respect  to  payment  of
distributions  and the distribution of assets upon  liquidation,  dissolution or
winding-up, or (b) on a parity with the Series E Preferred Stock with respect to
payment  of  distributions  and the  distribution  of assets  upon  liquidation,
dissolution or winding-up to the extent such Preferred Stock is not issued to an
affiliate of the Corporation (other than Security Capital U.S. Realty,  Security
Capital Holdings,  S.A. or their affiliates),  shall not be deemed to materially
and adversely affect such rights,  preferences,  privileges or voting powers and
no vote of the Series E Preferred Stock shall be required in such case.

            Section  7. No  Conversion  Rights.  The  holders  of the  Series  E
Preferred  Stock shall not have any rights to convert such shares into shares of
any other class or series of stock or into any other  securities of, or interest
in, the Corporation.

            Section 8.  No Sinking  Fund. No sinking fund  shall be  established
for the retirement or redemption of Series E Preferred Stock.

            Section 9. No Preemptive Rights. No holder of the Series E Preferred
Stock of the Corporation  shall, as such holder,  have any preemptive  rights to
purchase or subscribe for additional  shares of stock of the  Corporation or any
other security of the Corporation which it may issue or sell.

            FOURTH:  The Series E Preferred  Stock have been classified and
designated by the Board of  Directors  under  the  authority  contained  in the
Charter.

            FIFTH:   These  Articles  of  Amendment  have been  approved  by the
Board of Directors in the manner and by the vote required by law.

            SIXTH: The undersigned Officer of the Corporation acknowledges these
Articles of Amendment to be the corporate act of the Corporation  and, as to all
matters or facts  required to be verified under oath,  the  undersigned  Officer
acknowledges  that to the best of his knowledge,  information and belief,  these
matters and facts are true in all material  respects and that this  statement is
made under the penalties for perjury.

                            [Signature Page Follows]


<PAGE>


      IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment
to be executed  under seal in its name and on its behalf by its  Executive  Vice
President and attested to by its Secretary on this day of May, 2000.

                                       REGENCY REALTY CORPORATION




                                       By:
                                          Name: Bruce M. Johnson
                                          Title:  Executive Vice President


[SEAL]

[ATTEST]




Name:  J. Christian Leavitt
Title:  Secretary




<PAGE>

              ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF
                           REGENCY REALTY CORPORATION
               AMENDING THE DESIGNATION OF THE PREFERENCES, RIGHTS
                      AND LIMITATIONS OF 542,532 SHARES OF
           SERIES 1 CUMULATIVE CONVERTIBLE REDEEMABLE PREFERRED STOCK
                                 $0.01 Par Value

            Pursuant to Section 607.1003 of the Florida Business Corporation Act
("FBCA"), Regency Realty Corporation, a Florida corporation (the "Corporation"),
does hereby certify that:

            The Corporation was incorporated on July 8, 1993,  effective July 9,
1993, under the name Regency Realty Corporation.  By resolutions duly adopted on
July 29,  1999,  the Board of  Directors  of the  Corporation  has  approved  an
amendment  ("Amendment")  to the  Articles  of  Amendment  to the  Charter  (the
"Designation")  designating the  preferences,  rights and limitations of 542,532
shares of Series 1 Cumulative  Convertible Redeemable Preferred Stock, par value
$0.01 per share (the  "Series 1 Preferred  Stock").  Pursuant to Section 9(c) of
the Designation and pursuant to Sections  607.0704 and 607.1004 of the FBCA, the
Amendment  was  approved  by the  written  consent of the holders of record of a
majority of the  outstanding  shares of the Series 1 Preferred  Stock  effective
August ___,  1999.  The number of votes cast by such voting group was sufficient
for approval of the  Amendment by such voting  group.  No other voting group was
entitled to vote on the Amendment.

            The  definition  in the  Designation  of "Dividend  Payment Date" is
hereby amended to read in full as follows:

            "'Dividend  Payment  Date'  shall  mean the  date on which  any cash
      dividend is paid on the Common Stock."





                            [Signature Page Follows]





<PAGE>


            IN WITNESS WHEREOF,  the undersigned  Chief Executive Officer of the
Corporation  has  executed  these  Articles  of  Amendment  this  _____  day  of
______________, 1999.



                                       REGENCY REALTY CORPORATION


                                    By:_________________________________________
                                       Name: Bruce M. Johnson
                                       Title:      Executive Vice President and
                                                   Managing Director

[SEAL]



<PAGE>

              ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF
                           REGENCY REALTY CORPORATION
               AMENDING THE DESIGNATION OF THE PREFERENCES, RIGHTS
                     AND LIMITATIONS OF 1,502,532 SHARES OF
           SERIES 2 CUMULATIVE CONVERTIBLE REDEEMABLE PREFERRED STOCK
                                 $0.01 Par Value

            Pursuant to Section 607.1003 of the Florida Business Corporation Act
("FBCA"), Regency Realty Corporation, a Florida corporation (the "Corporation"),
does hereby certify that:

            The Corporation was incorporated on July 8, 1993,  effective July 9,
1993, under the name Regency Realty Corporation.  By resolutions duly adopted on
July 29,  1999,  the Board of  Directors  of the  Corporation  has  approved  an
amendment  ("Amendment")  to the  Articles  of  Amendment  to the  Charter  (the
"Designation") designating the preferences,  rights and limitations of 1,502,532
shares of Series 2 Cumulative  Convertible Redeemable Preferred Stock, par value
$0.01 per share (the  "Series 2 Preferred  Stock").  Pursuant to Section 9(c) of
the Designation and pursuant to Sections  607.0704 and 607.1004 of the FBCA, the
Amendment  was  approved  by the  written  consent of the holders of record of a
majority of the  outstanding  shares of the Series 2 Preferred  Stock  effective
August ___,  1999.  The number of votes cast by such voting group was sufficient
for approval of the  Amendment by such voting  group.  No other voting group was
entitled to vote on the Amendment.

            The  definition  in the  Designation  of "Dividend  Payment Date" is
hereby amended to read in full as follows:

            "'Dividend  Payment  Date'  shall  mean the  date on which  any cash
      dividend is paid on the Common Stock."





                            [Signature Page Follows]





<PAGE>


            IN WITNESS WHEREOF,  the undersigned  Chief Executive Officer of the
Corporation  has  executed  these  Articles  of  Amendment  this  _____  day  of
______________, 1999.



                                       REGENCY REALTY CORPORATION


                                         By:____________________________________
                                         Name: Bruce M. Johnson
                                         Title:  Executive Vice President and
                                                 Managing Director

[SEAL]



<PAGE>

              ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF

                           REGENCY REALTY CORPORATION

                     DESIGNATING THE PREFERENCES, RIGHTS AND

                        LIMITATIONS OF 240,000 SHARES OF

              8.75% SERIES F CUMULATIVE REDEEMABLE PREFERRED STOCK

                                 $0.01 Par Value

      Pursuant  to Section  607.0602  of the Florida  Business  Corporation  Act
("FBCA"), Regency Realty Corporation, a Florida corporation (the "Corporation"),
does hereby certify that:

      FIRST:  Pursuant  to  the  authority  expressly  vested  in the  Board  of
Directors of the Corporation by Section 4.2 of the Amended and Restated Articles
of  Incorporation of the Corporation (the "Charter") and Section 607.0602 of the
FBCA, the Board of Directors of the Corporation  (the "Board of Directors"),  by
resolutions  duly  adopted on May 15, 2000 and  resolutions  duly adopted by the
Pricing Committee,  a committee of the Board of Directors,  on September 8, 2000
has classified 240,000 shares of the authorized but unissued Preferred Stock par
value $.01 per share ("Preferred Stock") as a separate class of Preferred Stock,
authorized  the  issuance  of a  maximum  of  240,000  shares  of such  class of
Preferred Stock,  set certain of the  preferences,  conversion and other rights,
voting powers, restrictions,  limitations as to dividends, qualifications, terms
and  conditions  of redemption  and other terms and  conditions of such class of
Preferred  Stock,  and  pursuant  to the powers  contained  in the Bylaws of the
Corporation and the FBCA,  appointed a committee (the  "Committee") of the Board
of Directors and delegated to the Committee,  to the fullest extent permitted by
the FBCA and the Charter and Bylaws of the Corporation,  all powers of the Board
of Directors  with respect to  designating,  and setting all other  preferences,
conversion  and other rights,  voting  powers,  restrictions,  limitations as to
dividends and other  distributions,  qualifications  and terms and conditions of
redemption of, such class of Preferred Stock determining the number of shares of
such class of Preferred Stock (not in excess of the aforesaid maximum number) to
be issued and the  consideration  and other terms and conditions upon which such
shares of such class of Preferred Stock are to be issued.  Shareholder  approval
was not required under the Charter with respect to such designation.

      SECOND:  Pursuant  to  the  authority  conferred  upon  the  Committee  as
aforesaid,  the Committee has unanimously  adopted  resolutions  designating the
aforesaid class of Preferred Stock as the "8.75% Series F Cumulative  Redeemable
Preferred Stock," setting the preferences,  conversion and other rights,  voting
powers,  restrictions,  limitations as to dividends,  qualifications,  terms and
conditions of redemption  and other terms and  conditions of such 8.75% Series F
Cumulative  Redeemable  Preferred  Stock (to the  extent not set by the Board of
Directors in the  resolutions  referred to in Article FIRST of these Articles of
Amendment) and  authorizing the issuance of up to 240,000 shares of 8.75% Series
F Cumulative Redeemable Preferred Stock.

      THIRD:  The class of  Preferred  Stock of the  Corporation  created by the
resolutions duly adopted by the Board of Directors of the Corporation and by the
Committee  and  referred  to in Articles  FIRST and SECOND of these  Articles of
Amendment shall have the following designation,  number of shares,  preferences,
conversion and other rights,  voting powers,  restrictions  and limitation as to
dividends,  qualifications,  terms and  conditions of redemption and other terms
and conditions:

            Section 1.  Designation  and Number.  A series of  Preferred  Stock,
      designated the "8.75% Series F Cumulative Redeemable Preferred Stock" (the
      "Series F Preferred Stock") is hereby established. The number of shares of
      Series F Preferred Stock shall be 240,000.

            Section 2. Rank. The Series F Preferred  Stock will, with respect to
      distributions  and  rights  upon  voluntary  or  involuntary  liquidation,
      winding-up or dissolution of the  Corporation,  rank senior to all classes
      or series of Common  Stock (as defined in the  Charter) and to all classes
      or  series  of  equity  securities  of the  Corporation  now or  hereafter
      authorized,  issued  or  outstanding,  other  than any  class or series of
      equity securities of the Corporation  expressly designated as ranking on a
      parity with or senior to the Series F Preferred Stock as to  distributions
      or  rights  upon  voluntary  or  involuntary  liquidation,  winding-up  or
      dissolution of the  Corporation or both. For purposes of these Articles of

<PAGE>

      Amendment, the term "Parity Preferred Stock" shall be used to refer to any
      class or series of equity  securities of the  Corporation now or hereafter
      authorized,  issued or outstanding expressly designated by the Corporation
      to rank on a  parity  with  Series  F  Preferred  Stock  with  respect  to
      distributions  or  rights  upon  voluntary  or  involuntary   liquidation,
      winding-up or dissolution  of the  Corporation or both, as the context may
      require,  whether or not the dividend  rates,  dividend  payment  dates or
      redemption  or  liquidation  prices  per  share or  conversion  rights  or
      exchange  rights shall be  different  from those of the Series F Preferred
      Stock and includes the Series A Cumulative Redeemable Preferred Stock, the
      Series B Cumulative  Redeemable  Preferred  Stock, the Series C Cumulative
      Redeemable  Preferred Stock, the Series D Cumulative  Redeemable Preferred
      Stock,  the Series E Cumulative  Redeemable  Preferred Stock, the Series 1
      Cumulative  Convertible  Redeemable  Preferred  Stock  and  the  Series  2
      Cumulative Convertible Redeemable Preferred Stock of the Corporation.  The
      term "equity securities" does not include debt securities, which will rank
      senior to the Series F Preferred Stock prior to conversion.

            Section 3. Distributions.  (a) Payment of Distributions.  Subject to
      the  rights of  holders  of Parity  Preferred  Stock as to the  payment of
      distributions  and  holders  of equity  securities  issued  after the date
      hereof in  accordance  herewith  ranking  senior to the Series F Preferred
      Stock as to payment of distributions,  holders of Series F Preferred Stock
      shall be  entitled to  receive,  when,  as and if declared by the Board of
      Directors  of the  Corporation,  out of funds  legally  available  for the
      payment of  distributions,  cumulative cash  distributions at the rate per
      annum of 8.75% of the $100.00 liquidation preference per share of Series F
      Preferred Stock. Such distributions shall be cumulative, shall accrue from
      the original  date of issuance  and will be payable in cash (A)  quarterly
      (such  quarterly  periods for  purposes of payment and accrual will be the
      quarterly  periods  ending on the dates  specified  in this  sentence)  in
      arrears,  on or before March 31, June 30,  September 30 and December 31 of
      each  year  commencing  on the  first of such  dates to  occur  after  the
      original date of issuance  and, (B) in the event of a  redemption,  on the
      redemption date (each a "Preferred Stock Distribution  Payment Date"). The
      amount of the distribution  payable for any period will be computed on the
      basis of a 360-day year of twelve 30-day months and for any period shorter
      than a full quarterly  period for which  distributions  are computed,  the
      amount of the  distribution  payable  will be computed on the basis of the
      ratio of the actual  number of days  elapsed in such period to ninety (90)
      days.  If any date on which  distributions  are to be made on the Series F
      Preferred Stock is not a Business Day (as defined herein), then payment of
      the  distribution  to be  made  on such  date  will  be  made on the  next
      succeeding  day that is a Business  Day (and without any interest or other
      payment in respect of any such delay) except that, if such Business Day is
      in the next  succeeding  calendar year,  such payment shall be made on the
      immediately  preceding  Business Day, in each case with the same force and
      effect as if made on such date.  Distributions  on the Series F  Preferred
      Stock  will be made to the  holders  of record of the  Series F  Preferred
      Stock on the  relevant  record dates to be fixed by the Board of Directors
      of the Corporation,  which record dates shall be not less than 10 days and
      not more than 30  Business  Days  prior to the  relevant  Preferred  Stock
      Distribution   Payment  Date  (each  a   "Distribution   Record  Date  ").
      Notwithstanding  anything to the contrary set forth herein,  each share of
      Series F  Preferred  Stock  shall also  continue to accrue all accrued and
      unpaid distributions,  whether or not declared, up to the exchange date on
      any Series F Preferred  Unit (as defined in the Third Amended and Restated
      Agreement  of Limited  Partnership  of  Regency  Centers,  L.P.,  dated as
      September 1, 1999 as amended by Amendment  No. 1 to the Third  Amended and
      Restated Agreement of Limited Partnership of Operating Partnership,  dated
      as of September 3, 1999, Amendment No. 2 to the Third Amended and Restated
      Agreement of Limited  Partnership  of Operating  Partnership,  dated as of
      September 3, 1999,  that  certain  Third  Amendment  to Third  Amended and
      Restated Agreement of Limited  Partnership dated as of September 29, 1999,
      Amendment  No. 4 to the Third  Amended and  Restated  Agreement of Limited
      Partnership  of Operating  Partnership,  undated,  Amendment  No. 5 to the
      Third Amended and Restated  Agreement of Limited  Partnership of Operating
      Partnership, dated as of September 7, 2000, and that certain Amendment No.
      6 to the Third Amended and Restated  Agreement of Limited  Partnership  of
      Operating  Partnership,  dated as of  September  8, 2000 (as  amended  the
      "Partnership  Agreement"))  validly  exchanged into such share of Series F
      Preferred  Stock in accordance  with the  provisions  of such  Partnership
      Agreement.


<PAGE>

            The term  "Business  Day" shall mean each day, other than a Saturday
      or a Sunday, which is not a day on which banking institutions in New York,
      New York are authorized or required by law,  regulation or executive order
      to close.

            (b) Limitation on  Distributions.  No  distribution  on the Series F
      Preferred  Stock shall be declared or paid or set apart for payment by the
      Corporation  at such time as the terms and  provisions of any agreement of
      the  Corporation  (other than any agreement  with a holder or affiliate of
      holder of Capital  Stock (as defined in the  Charter) of the  Corporation)
      relating  to its  indebtedness,  prohibit  such  declaration,  payment  or
      setting  apart for payment or provide  that such  declaration,  payment or
      setting apart for payment would  constitute a breach  thereof or a default
      thereunder,  or if such declaration,  payment or setting apart for payment
      shall be restricted  or  prohibited  by law.  Nothing in this Section 3(b)
      shall be deemed to modify or in any manner limit the provisions of Section
      3(c) and 3(d).

            (c)  Distributions   Cumulative.   Distributions  on  the  Series  F
      Preferred Stock will accrue whether or not the terms and provisions of any
      agreement of the  Corporation,  including  any  agreement  relating to its
      indebtedness  at any time prohibit the current  payment of  distributions,
      whether  or not the  Corporation  has  earnings,  whether or not there are
      funds legally available for the payment of such  distributions and whether
      or not such  distributions are authorized or declared.  Accrued but unpaid
      distributions  on the Series F Preferred  Stock will  accumulate as of the
      Preferred  Stock  Distribution  Payment  Date on which they  first  become
      payable.  Distributions  on account of arrears  for any past  distribution
      periods  may be  declared  and paid at any time,  without  reference  to a
      regular Preferred Stock Distribution  Payment Date to holders of record of
      the  Series F  Preferred  Stock on the  record  date fixed by the Board of
      Directors  which  date shall be not less than 10 days and not more than 30
      Business  Days  prior  to  the  payment  date.   Accumulated   and  unpaid
      distributions will not bear interest.

            (d)   Priority as to Distributions.

                  (i) So long as any Series F Preferred Stock is outstanding, no
            distribution   of  cash  or  other  property  shall  be  authorized,
            declared,  paid or set apart for  payment on or with  respect to any
            class or  series  of  Common  Stock or any  class or series of other
            stock of the  Corporation  ranking  junior to the Series F Preferred
            Stock as to the payment of distributions (such Common Stock or other
            junior stock,  collectively,  "Junior Stock"), nor shall any cash or
            other  property  be set  aside  for  or  applied  to  the  purchase,
            redemption or other  acquisition for  consideration  of any Series F
            Preferred   Stock,  any  Parity  Preferred  Stock  with  respect  to
            distributions  or any  Junior  Stock,  unless,  in  each  case,  all
            distributions  accumulated  on all Series F Preferred  Stock and all
            classes  and  series of  outstanding  Parity  Preferred  Stock  with
            respect to  distributions  have been paid in full.  Without limiting
            Section 6(b) hereof,  the  foregoing  sentence will not prohibit (i)
            distributions  payable  solely in shares of Junior  Stock,  (ii) the
            conversion  of Junior  Stock or Parity  Preferred  Stock into Junior
            Stock,  and (iii)  purchases  by the  Corporation  of such  Series F
            Preferred  Stock or Parity  Preferred Stock or Junior Stock pursuant
            to Article 5 of the Charter to the extent  required to preserve  the
            Corporation's status as a real estate investment trust.

                  (ii) So long as distributions have not been paid in full (or a
            sum sufficient for such full payment is not irrevocably deposited in
            trust  for  payment)  upon  the  Series  F  Preferred   Stock,   all
            distributions  authorized  and  declared  on the Series F  Preferred
            Stock and all  classes  or series of  outstanding  Parity  Preferred
            Stock with respect to distributions shall be authorized and declared
            so that the amount of  distributions  authorized  and  declared  per
            share of Series F Preferred  Stock and such other  classes or series
            of Parity  Preferred Stock shall in all cases bear to each other the
            same  ratio  that  accrued  distributions  per share on the Series F
            Preferred Stock and such other classes or series of Parity Preferred
            Stock (which shall not include any accumulation in respect of unpaid
            distributions for prior distribution periods if such class or series
            of Parity  Preferred  Stock  does not have  cumulative  distribution
            rights) bear to each other.
<PAGE>

            (e) No Further Rights. Holders of Series F Preferred Stock shall not
      be entitled to any distributions,  whether payable in cash, other property
      or otherwise,  in excess of the full  cumulative  distributions  described
      herein.

            Section 4.  Liquidation Preference.

            (a) Payment of Liquidating  Distributions.  Subject to the rights of
      holders  of  Parity  Preferred  Stock  with  respect  to  rights  upon any
      voluntary or  involuntary  liquidation,  dissolution  or winding-up of the
      Corporation and subject to equity securities  ranking senior to the Series
      F Preferred Stock with respect to rights upon any voluntary or involuntary
      liquidation,  dissolution or winding-up of the Corporation, the holders of
      Series F Preferred Stock shall be entitled to receive out of the assets of
      the  Corporation  legally  available  for  distribution  or  the  proceeds
      thereof, after payment or provision for debts and other liabilities of the
      Corporation,  but before any payment or  distributions of the assets shall
      be made to holders of Common  Stock or any other class or series of shares
      of the Corporation that ranks junior to the Series F Preferred Stock as to
      rights upon liquidation,  dissolution or winding-up of the Corporation, an
      amount equal to the sum of (i) a liquidation  preference of $100 per share
      of Series F Preferred  Stock,  and (ii) an amount equal to any accumulated
      and unpaid distributions thereon,  whether or not declared, to the date of
      payment.   In  the  event  that,   upon  such   voluntary  or  involuntary
      liquidation,  dissolution or winding-up,  there are insufficient assets to
      permit full payment of liquidating  distributions to the holders of Series
      F  Preferred  Stock  and any  Parity  Preferred  Stock as to  rights  upon
      liquidation, dissolution or winding-up of the Corporation, all payments of
      liquidating  distributions on the Series F Preferred Stock and such Parity
      Preferred  Stock  shall  be made so that  the  payments  on the  Series  F
      Preferred Stock and such Parity Preferred Stock shall in all cases bear to
      each  other the same  ratio  that the  respective  rights of the  Series F
      Preferred  Stock and such other  Parity  Preferred  Stock (which shall not
      include  any  accumulation  in respect of unpaid  distributions  for prior
      distribution periods if such Parity Preferred Stock do not have cumulative
      distribution  rights) upon  liquidation,  dissolution or winding-up of the
      Corporation bear to each other.

            (b) Notice.  Written  notice of any such  voluntary  or  involuntary
      liquidation,  dissolution  or winding-up of the  Corporation,  stating the
      payment  date or dates when,  and the place or places  where,  the amounts
      distributable in such  circumstances  shall be payable,  shall be given by
      (i) fax and (ii) by first class mail,  postage pre-paid,  not less than 30
      and not more than 60 days prior to the  payment  date stated  therein,  to
      each  record  holder of the  Series F  Preferred  Stock at the  respective
      addresses of such  holders as the same shall appear on the share  transfer
      records of the Corporation.

            (c) No  Further  Rights.  After  payment  of the full  amount of the
      liquidating  distributions  to which  they are  entitled,  the  holders of
      Series  F  Preferred  Stock  will  have no  right  or  claim to any of the
      remaining assets of the Corporation.

            (d)  Consolidation,   Merger  or  Certain  Other  Transactions.  The
      voluntary sale, conveyance,  lease, exchange or transfer (for cash, shares
      of stock,  securities or other  consideration) of all or substantially all
      of the property or assets of the Corporation to, or the  consolidation  or
      merger or other business  combination of the Corporation with or into, any
      corporation,  trust or other entity (or of any corporation, trust or other
      entity with or into the  Corporation)  shall not be deemed to constitute a
      liquidation, dissolution or winding-up of the Corporation.

            (e) Permissible Distributions. In determining whether a distribution
      (other than upon voluntary  liquidation) by dividend,  redemption or other
      acquisition  of  shares  of  stock  of the  Corporation  or  otherwise  is
      permitted  under the FBCA,  no effect shall be given to amounts that would
      be needed,  if the  Corporation  were to be  dissolved  at the time of the
      distribution,  to satisfy  the  preferential  rights upon  dissolution  of
      holders of shares of stock of the Corporation  whose  preferential  rights
      upon dissolution are superior to those receiving the distribution.


<PAGE>

            Section 5.  Optional Redemption.

            (a) Right of Optional  Redemption.  The Series F Preferred Stock may
      not be redeemed  prior to  September 8, 2005.  On or after such date,  the
      Corporation  shall have the right to redeem the Series F Preferred  Stock,
      in whole or in part, at any time or from time to time,  upon not less than
      30 nor more than 60 days' written notice, at a redemption  price,  payable
      in cash,  equal  to $100  per  share of  Series  F  Preferred  Stock  plus
      accumulated and unpaid distributions, whether or nor declared, to the date
      of  redemption.  If fewer than all of the  outstanding  shares of Series F
      Preferred Stock are to be redeemed, the shares of Series F Preferred Stock
      to be  redeemed  shall be  selected  pro rata (as  nearly  as  practicable
      without creating fractional units).

            (b)   Limitation on Redemption.

                  (i) The  redemption  price  of the  Series F  Preferred  Stock
            (other than the portion thereof consisting of accumulated but unpaid
            distributions)  will  be  payable  solely  out of sale  proceeds  of
            capital  stock of the  Corporation  and from no  other  source.  For
            purposes of the preceding sentence, "capital stock" means any equity
            securities  (including  Common Stock and Preferred  Stock),  shares,
            participation or other ownership interests (however  designated) and
            any  rights  (other  than  debt  securities   convertible   into  or
            exchangeable  for equity  securities)  or options to purchase any of
            the foregoing.

                  (ii) The  Corporation  may not  redeem  fewer  than all of the
            outstanding   shares  of  Series  F  Preferred   Stock   unless  all
            accumulated and unpaid  distributions have been paid on all Series F
            Preferred Stock for all quarterly  distribution  periods terminating
            on or prior to the date of redemption.

            (c)   Procedures for Redemption.

                  (i) Notice of redemption will be (i) faxed, and (ii) mailed by
            the Corporation,  postage prepaid, not less than 30 nor more than 60
            days  prior to the  redemption  date,  addressed  to the  respective
            holders of record of the Series F Preferred  Stock to be redeemed at
            their respective addresses as they appear on the transfer records of
            the  Corporation.  No failure to give or defect in such notice shall
            affect the validity of the  proceedings  for the  redemption  of any
            Series F Preferred Stock except as to the holder to whom such notice
            was defective or not given. In addition to any information  required
            by law or by the  applicable  rules of any  exchange  upon which the
            Series F Preferred Stock may be listed or admitted to trading,  each
            such  notice  shall  state:   (i)  the  redemption  date,  (ii)  the
            redemption  price,  (iii) the number of shares of Series F Preferred
            Stock to be redeemed,  (iv) the place or places where such shares of
            Series F Preferred  Stock are to be  surrendered  for payment of the
            redemption  price, (v) that  distributions on the Series F Preferred
            Stock to be redeemed  will cease to  accumulate  on such  redemption
            date  and  (vi)  that  payment  of  the  redemption  price  and  any
            accumulated and unpaid  distributions will be made upon presentation
            and surrender of such Series F Preferred Stock. If fewer than all of
            the shares of Series F Preferred  Stock held by any holder are to be
            redeemed,  the notice  mailed to such holder  shall also specify the
            number of shares of Series F Preferred  Stock held by such holder to
            be redeemed.

                  (ii)  If the  Corporation  gives a  notice  of  redemption  in
            respect  of  Series  F  Preferred   Stock  (which   notice  will  be
            irrevocable)  then,  by 12:00  noon,  New  York  City  time,  on the
            redemption date, the Corporation  will deposit  irrevocably in trust
            for the benefit of the Series F Preferred Stock being redeemed funds
            sufficient  to  pay  the  applicable   redemption  price,  plus  any
            accumulated and unpaid  distributions,  whether or not declared,  if
            any,  on such  shares  to the date  fixed  for  redemption,  without
            interest,  and will give  irrevocable  instructions and authority to
            pay  such   redemption   price  and  any   accumulated   and  unpaid
            distributions, if any, on such shares to the holders of the Series F
            Preferred  Stock upon  surrender of the  certificate  evidencing the
            Series F Preferred Stock by such holders at the place  designated in
            the notice of redemption. If fewer than all Series F Preferred Stock
            evidenced by any  certificate is being  redeemed,  a new certificate
            shall be issued upon  surrender of the  certificate  evidencing  all

<PAGE>

            Series  F  Preferred  Stock,  evidencing  the  unredeemed  Series  F
            Preferred Stock without cost to the holder thereof. On and after the
            date of  redemption,  distributions  will cease to accumulate on the
            Series F Preferred Stock or portions  thereof called for redemption,
            unless the Corporation  defaults in the payment thereof. If any date
            fixed for  redemption of Series F Preferred  Stock is not a Business
            Day, then payment of the redemption  price payable on such date will
            be made on the  next  succeeding  day  that is a  Business  Day (and
            without any interest or other  payment in respect of any such delay)
            except that, if such  Business Day falls in the next calendar  year,
            such payment will be made on the immediately preceding Business Day,
            in each case with the same  force and effect as if made on such date
            fixed for  redemption.  If  payment of the  redemption  price or any
            accumulated  or unpaid  distributions  in  respect  of the  Series F
            Preferred  Stock is  improperly  withheld or refused and not paid by
            the Corporation, distributions on such Series F Preferred Stock will
            continue to accumulate from the original redemption date to the date
            of payment, in which case the actual payment date will be considered
            the date  fixed for  redemption  for  purposes  of  calculating  the
            applicable   redemption   price  and  any   accumulated  and  unpaid
            distributions.

            (d) Status of  Redeemed  Stock.  Any Series F  Preferred  Stock that
      shall at any time have been redeemed shall after such redemption, have the
      status of authorized but unissued Preferred Stock,  without designation as
      to class or series until such shares are once more designated as part of a
      particular class or series by the Board of Directors.

            Section 6.  Voting Rights.

            (a) General.  Holders of the Series F Preferred  Stock will not have
      any voting rights, except as set forth below.

            (b)   Right to Elect Directors.

                  (i) If at any time  distributions  shall be in arrears  (which
            means that, as to any such  quarterly  distributions,  the same have
            not been  paid in full)  with  respect  to six (6)  prior  quarterly
            distribution  periods  (including  quarterly periods on the Series F
            Preferred  Units  prior to the  exchange  into  Series  F  Preferred
            Stock), whether or not consecutive,  and shall not have been paid in
            full (a "Preferred Distribution Default"),  the authorized number of
            members of the Board of Directors shall  automatically  be increased
            by two and the holders of record of such  Series F Preferred  Stock,
            voting  together as a single class with the holders of each class or
            series of Parity Securities (as defined below),  will be entitled to
            fill the vacancies so created by electing two  additional  directors
            to serve on the  Corporation's  Board of Directors  (the  "Preferred
            Stock  Directors") at a special  meeting  called in accordance  with
            Section 6(b)(ii) or at the next annual meeting of stockholders,  and
            at each subsequent annual meeting of stockholders or special meeting
            held in place thereof,  until all such  distributions in arrears and
            distributions  for the  current  quarterly  period  on the  Series F
            Preferred  Stock and each such class or series of Parity  Securities
            have been paid in full.

                  (ii) At any time when such voting rights shall have vested,  a
            proper officer of the Corporation  shall call or cause to be called,
            upon  written  request  of  holders of record of at least 10% of the
            outstanding shares of Series F Preferred Stock, a special meeting of
            the holders of Series F Preferred Stock and all the series of Parity
            Preferred  Stock which are (i) on parity with the Series F Preferred
            Stock  both  as  to  distributions   and  rights  upon  liquidation,
            dissolution  and winding up, (ii) with  respect to Parity  Preferred
            Stock   outstanding  as  a  result  of  an  acquisition  of  another
            corporation,  on  parity  with the  Series F  Preferred  Stock as to
            distributions  only or with respect to distributions and rights upon
            liquidation,  dissolution  or winding up or (iii) on parity with the
            Series F  Preferred  Stock as to  distributions,  but  junior  as to
            rights upon liquidation, dissolution and winding up, but if any such
            Parity  Preferred  Stock referred to in this clause (iii) was issued
            for an amount  less than its  liquidation  preference,  the  holders
            thereof  shall be  entitled  to one vote for each $25.00 of issuance
            price,   in  lieu  of  one  vote  for  each  $25.00  of  liquidation

<PAGE>

            preference,  and upon which like voting  rights have been  conferred
            and are  exercisable  (collectively,  the  "Parity  Securities")  by
            mailing  or  causing  to be mailed to such  holders a notice of such
            special  meeting  to be held not less  than ten and not more than 45
            days  after the date  such  notice is  given.  The  record  date for
            determining  holders of the Parity Securities  entitled to notice of
            and to vote at such special meeting will be the close of business on
            the third  Business  Day  preceding  the day on which such notice is
            mailed.  At any annual or special meeting at which Parity Securities
            are entitled to vote,  all of the holders of the Parity  Securities,
            by plurality vote,  voting together as a single class without regard
            to series will be entitled  to elect two  directors  on the basis of
            one vote per $25.00 of  liquidation  preference to which such Parity
            Securities are entitled by their terms (excluding amounts in respect
            of  accumulated  and unpaid  dividends)  and not  cumulatively.  The
            holder or holders of the Parity Securities representing one-third of
            the total voting power of the Parity  Securities  then  outstanding,
            present  in person or by proxy,  will  constitute  a quorum  for the
            election  of the  Preferred  Stock  Directors  except  as  otherwise
            provided  by law.  Notice of all  meetings  at which  holders of the
            Series F Preferred  Stock shall be entitled to vote will be given to
            such  holders  at their  addresses  as they  appear in the  transfer
            records.  At any such meeting or adjournment  thereof in the absence
            of a quorum,  subject to the provisions of any  applicable  law, the
            holders  of the Parity  Securities  representing  a majority  of the
            voting power of the Parity Securities  present in person or by proxy
            shall have the power to adjourn the meeting for the  election of the
            Preferred Stock Directors, without notice other than an announcement
            at  the  meeting,   until  a  quorum  is  present.  If  a  Preferred
            Distribution  Default shall  terminate after the notice of an annual
            or special  meeting has been given but before such  meeting has been
            held,  the  Corporation  shall,  as soon as  practicable  after such
            termination,  mail or cause to be mailed notice of such  termination
            to  holders  of the  Series F  Preferred  Stock that would have been
            entitled to vote at such meeting.

                  (iii)  If and  when  all  accumulated  distributions  and  the
            distribution  for the  current  distribution  period on the Series F
            Preferred Stock shall have been paid in full or a sum sufficient for
            such payment is  irrevocably  deposited  in trust for  payment,  the
            holders of the Series F  Preferred  Stock  shall be  divested of the
            voting rights set forth in Section 6(b) herein (subject to revesting
            in the event of each and every Preferred  Distribution Default) and,
            if all  distributions  in  arrears  and  the  distributions  for the
            current  distribution period have been paid in full or set aside for
            payment in full on all other classes or series of Parity  Securities
            upon  which  like  voting   rights  have  been   conferred  and  are
            exercisable, the term and office of each Preferred Stock Director so
            elected shall terminate. Any Preferred Stock Director may be removed
            at any time with or  without  cause by the vote of, and shall not be
            removed  otherwise  than by the vote of, the  holders of record of a
            majority of the outstanding  Series F Preferred Stock when they have
            the voting rights set forth in Section 6(b) (voting  separately as a
            single  class with all other  classes or series of Parity  Preferred
            Stock upon which like  voting  rights  have been  conferred  and are
            exercisable).  So long as a  Preferred  Distribution  Default  shall
            continue,  any vacancy in the office of a Preferred  Stock  Director
            may be filled by written  consent of the  Preferred  Stock  Director
            remaining in office,  or if none remains in office, by a vote of the
            holders  of  record  of a  majority  of  the  outstanding  Series  F
            Preferred  Stock  when  they  have the  voting  rights  set forth in
            Section  6(b)  (voting  separately  as a single class with all other
            classes or series of Parity Securities upon which like voting rights
            have  been  conferred  and are  exercisable).  The  Preferred  Stock
            Directors  shall each be  entitled  to one vote per  director on any
            matter.

            (c) Certain Voting Rights.  So long as any Series F Preferred  Stock
      remains  outstanding,  the Corporation  shall not, without the affirmative
      vote of the holders of at least two-thirds of the Series F Preferred Stock
      and  the  Series  F  Preferred  Units  outstanding  at such  time  and not
      previously  surrendered in exchange for Series F Preferred Stock together,
      if applicable, voting as a single class based on the number of shares into
      which such Series F Preferred  Units are then  convertible  (collectively,

<PAGE>

      the "Series F Voting Securities") (i) designate or create, or increase the
      authorized  or issued  amount  of,  any class or series of shares  ranking
      senior  to the  Series F  Preferred  Stock  with  respect  to  payment  of
      distributions  or rights upon  liquidation,  dissolution  or winding-up or
      reclassify any authorized  shares of the Corporation into any such shares,
      or create,  authorize or issue any  obligations or securities  convertible
      into or evidencing  the right to purchase any such shares,  (ii) designate
      or create,  or increase  the  authorized  or issued  amount of, any Parity
      Preferred  Stock or reclassify  any authorized  shares of the  Corporation
      into any such shares,  or create,  authorize or issue any  obligations  or
      securities  convertible  into or evidencing the right to purchase any such
      shares, but only to the extent such Parity Preferred Stock is issued to an
      affiliate of the  Corporation  (other than Security  Capital U.S.  Realty,
      Security  Capital  Holdings,  S.A.  or their  affiliates  if  issued  upon
      arms-length  terms  in  the  good  faith  determination  of the  Board  of
      Directors),  or (iii)  either  (A)  consolidate,  merge  into or with,  or
      convey,  transfer or lease its assets substantially as an entirety, to any
      corporation or other entity, or (B) amend,  alter or repeal the provisions
      of the  Corporation's  Charter  (including these Articles of Amendment) or
      By-laws, whether by merger,  consolidation or otherwise, in each case that
      would  materially  and  adversely  affect  the  powers,   special  rights,
      preferences, privileges or voting power of the Series F Preferred Stock or
      the  holders  thereof;  provided,   however,  that  with  respect  to  the
      occurrence  of a  merger,  consolidation  or a sale or lease of all of the
      Corporation's assets as an entirety, so long as (a) the Corporation is the
      surviving entity and the Series F Preferred Stock remains outstanding with
      the terms thereof unchanged, or (b) the resulting, surviving or transferee
      entity  is a  corporation  organized  under  the  laws  of any  state  and
      substitutes  the Series F Preferred Stock for other preferred stock having
      substantially  the same terms and same  rights as the  Series F  Preferred
      Stock,  including with respect to distributions,  voting rights and rights
      upon  liquidation,  dissolution or winding-up,  then the occurrence of any
      such event shall not be deemed to  materially  and  adversely  affect such
      rights,  privileges  or  voting  powers  of the  holders  of the  Series F
      Preferred  Stock and no vote of the  Series F Voting  Securities  shall be
      required  in such case;  and  provided  further  that any  increase in the
      amount of  authorized  Preferred  Stock or the creation or issuance of any
      other class or series of Preferred  Stock, or any increase in an amount of
      authorized shares of each class or series, in each case ranking either (a)
      junior  to the  Series F  Preferred  Stock  with  respect  to  payment  of
      distributions or the distribution of assets upon liquidation,  dissolution
      or winding-up,  or (b) on a parity with the Series F Preferred  Stock with
      respect to payment of  distributions  or the  distribution  of assets upon
      liquidation,  dissolution or winding-up to the extent such Preferred Stock
      is not issued to a  affiliate  of the  Corporation  (other  than  Security
      Capital U.S. Realty,  Security Capital Holdings,  S.A. or their affiliates
      if issued upon  arms-length  terms in the good faith  determination of the
      Board of  Directors),  shall  not be deemed to  materially  and  adversely
      affect such rights,  preferences,  privileges or voting powers and no vote
      of the Series F Preferred Stock shall be required in such case.

            Section  7. No  Conversion  Rights.  The  holders  of the  Series  F
      Preferred  Stock  shall not have any rights to convert  such  shares  into
      shares of any other class or series of stock or into any other  securities
      of, or interest in, the Corporation.

            Section 8.   No Sinking Fund.  No sinking fund shall be established
for the retirement or redemption of Series F Preferred Stock.

            Section 9. No Preemptive Rights. No holder of the Series F Preferred
      Stock of the Corporation shall, as such holder, have any preemptive rights
      to purchase or subscribe for additional shares of stock of the Corporation
      or any other security of the Corporation which it may issue or sell.

      FOURTH:   The Series F Preferred Stock have been classified and designated
by the Board of Directors under the authority contained in the Charter.

      FIFTH:    These Articles of Amendment have been approved by the Board of
Directors in the manner and by the vote required by law.


<PAGE>

       SIXTH:  The  undersigned  officer of the Corporation acknowledges these
Articles of Amendment to be the corporate act of the Corporation  and, as to all
matters or facts  required to be verified under oath,  the  undersigned  officer
acknowledges  that to the best of his knowledge,  information and belief,  these
matters and facts are true in all material  respects and that this  statement is
made under the penalties for perjury.

                        (SPACE LEFT INTENTIONALLY BLANK)


<PAGE>



      IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment
to  be   executed   under   seal  in  its  name  and  on  its   behalf   by  its
______________________  and  attested  to by its  Secretary  on this  8th day of
September, 2000.


                                          REGENCY REALTY CORPORATION


                                          By:_____________________________
                                              Name:
                                              Title:
[SEAL]
ATTEST:


----------------------------
J. Christian Leavitt
Secretary



<PAGE>


                           REGENCY REALTY CORPORATION

                     AMENDMENT TO ARTICLES OF INCORPORATION
                 (Changing Name to Regency Centers Corporation)


      This  corporation was  incorporated on July 8, 1993 effective July 9, 1993
under the name  Regency  Realty  Corporation.  Pursuant  to  Sections  607.1001,
607.1003,  607.1004 and 607.1006, Florida Business Corporation Act, an amendment
to Section  1.1 of the  Articles  of  Incorporation,  as restated on November 4,
1996,  was  approved by the Board of  Directors at a meeting held on November 1,
2000 and adopted by the written  consent dated January 15, 2001 of  shareholders
owning a majority of the corporation=s outstanding voting stock. The only voting
group entitled to vote on the adoption of the amendment  consists of the holders
of the corporation's  common stock and Series 2 Preferred Stock, voting together
as a single class.  The number of votes cast by such voting group was sufficient
for  approval by that voting  group.  Section  1.1 of the  Restated  Articles of
Incorporation  of the  Company  is hereby  amended  in its  entirety  to read as
follows:

            "Section  1.1  Name.  The  name  of the  corporation  is  Regency
Centers Corporation (the "Corporation")."

      This amendment shall be effective February 12, 2001.

      IN  WITNESS  WHEREOF,  the  undersigned  Senior  Vice  President  of  this
corporation has executed these Articles of Amendment this day of February, 2001.



                                /s/ J. Christian Leavitt
                                ------------------------------------------------
                                J. Christian Leavitt, Senior Vice President
<PAGE>


                           REGENCY CENTERS CORPORATION

                     AMENDMENT TO ARTICLES OF INCORPORATION


         This corporation was incorporated on July 8, 1993 effective July 9,
1993 under the name Regency Realty Corporation. Pursuant to Sections 607.1003,
607.1004 and 607.1006, Florida Business Corporation Act, the following
amendments to the Articles of Incorporation, as restated on November 4, 1996,
were approved by the Board of Directors at a meeting held on January 30, 2001
and adopted at a meeting of shareholders on May 1, 2001. The only voting group
entitled to vote on the adoption of the amendment consists of the holders of the
corporation's common stock and Series 2 Preferred Stock, voting together as a
single class. The number of votes cast by such voting group was sufficient for
approval by that voting group. The Restated Articles of Incorporation of the
corporation are hereby amended as follows:

                  Section 5.1(i)  "Non-U.S. Person" is hereby deleted.

                  Section 5.14 Certain Transfers to Non-U.S. Persons Void is
         hereby deleted in its entirety.

         IN WITNESS WHEREOF, the undersigned Senior Vice President of this
corporation has executed these Articles of Amendment this day of May, 2001.


                                       /s/ J. Christian Leavitt
                                       -----------------------------------------
                                       J. Christian Leavitt, Senior Vice
                                        President

<PAGE>


                           REGENCY CENTERS CORPORATION

                     AMENDMENT TO ARTICLES OF INCORPORATION
           Deleting Authorization for Class B Non-Voting Common Stock
         and Series 1 Cumulative Convertible Redeemable Preferred Stock



                  Pursuant to Section 607.1002 of the Florida Business
Corporation Act ("FBCA"), Regency Centers Corporation, a Florida corporation
(the "Corporation"), does hereby certify that:

                  FIRST: Pursuant to the authority expressly vested in the Board
of Directors of the Corporation by Section 4.2 of the Restated Articles of
Incorporation of the Corporation, as amended, and Section 607.0602 of the FBCA,
the Board of Directors of the Corporation by resolutions duly adopted on
September 23, 1998 classified 542,532 shares of the authorized but unissued
Preferred Stock as a separate class designated as Series 1 Preferred Stock and
set the preferences, rights, terms and conditions of the class of Series 1
Preferred Stock, including the requirement that all shares of Series 1 Preferred
Stock that have been issued and reacquired by the Corporation shall be restored
to the status of authorized but unissued shares of Preferred Stock of the
Corporation, without designation.

                  SECOND: Pursuant to the authority expressly vested in the
Board of Directors of the Corporation by Section 4.4 of the Restated Articles of
Incorporation of the Corporation, as amended, and Section 607.0602 of the FBCA,
the Board of Directors of the Corporation by resolutions duly adopted on October
23, 1995 and December 14, 1995 classified 2,500,000 shares of the authorized but
unissued Special Common Stock as a separate class designated as Class B
Non-Voting Convertible Common Stock and set the rights, terms and conditions of
the Class B Non-Voting Convertible Common Stock, including the requirement that
all shares of Class B Non-Voting Convertible Common Stock that have been
converted, redeemed or otherwise reacquired by the Corporation shall be restored
to the status of authorized but unissued shares of Non-Voting Common Stock of
the Corporation, without designation.

                  THIRD: All 542,532 previously issued shares of Series 1
Preferred Stock have been converted , pursuant to their terms, to Series 2
Preferred Stock and, accordingly have been retired and restored to the status of
authorized but unissued shares of Preferred Stock of the Corporation, without
designation.

                  FOURTH: All 2,500,000 previously issued shares of Class B
Non-Voting Convertible Common Stock have been converted, pursuant to their
terms, to Common Stock and, accordingly have been retired and restored to the
status of authorized but unissued shares of Non-Voting Common Stock of the
Corporation, without designation.

                  FIFTH: this Amendment is being filed for the purpose of
deleting the authority to issue Series 1 Preferred Stock and Class B Non-Voting
Convertible Common Stock.

                  This Amendment was approved by the Board of Directors by
resolutions adopted September 23, 1998 as to the Series 1 Preferred Stock and by
resolutions adopted October 23, 1995 and December 14, 1995 as to the Class B
Non-Voting Convertible Common Stock. Shareholder approval was not required.

                  IN WITNESS WHEREOF, the undersigned Vice President of the
Corporation has executed these Articles of Amendment this 30th day of October,
2001.

                                       REGENCY CENTERS CORPORATION



                                       By:  /s/ Kathy Miller
                                          --------------------------------------
                                           Kathy Miller, Vice President