THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT
BE EXCHANGEABLE IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS
SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH
DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE. 



                UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 




______________________ 



REGENCY CENTERS,
L.P.
5.875% NOTES DUE 2017



	No. 1	$400,000,000 
	CUSIP No. 75884RAQ6






        Regency
Centers, L.P., a limited partnership duly organized and existing under the laws of
Delaware (herein called the “Issuer,” which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby promises to pay
to CEDE & CO., or registered assigns, the principal sum of Four Hundred Million
Dollars ($400,000,000) (such amount the “principal amount” of this Security),
or such other principal amount as may be set forth in the records of the trustee
hereinafter referred to in accordance with the Indenture, on June 15, 2017 (the “Maturity
Date”), and to pay interest thereon from June 5, 2007 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for, semi-annually
on June 15 and December 15 in each year, commencing December 15, 2007 at the rate of
5.875% per annum, until the principal hereof is paid or made available for payment; provided that
any principal and premium, and any such installment of interest, which is overdue shall
bear interest at the rate of 2.000% per annum (to the extent that the payment of such
interest shall be legally enforceable), from the dates such amounts are due until they
are paid or made available for payment, and such interest shall be payable on demand. The
interest so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the June 1 or December 1
(whether or not a Business Day), as the case may be, next preceding such Interest Payment
Date.  














                Any
such interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.  




                Payment
of the principal of (and premium, if any) and interest on this Security will be made at
the office or agency of the Issuer maintained for that purpose in Jacksonville, Florida or
in the Borough of Manhattan, The City of New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that at the option of the Issuer payment
of interest may be made by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register. 






                Reference
is hereby made to the further provisions of this Security set forth on the reverse hereof,
which further provisions shall for all purposes have the same effect as if set forth at
this place. 



                Unless
the certificate of authentication hereon has been executed by the Trustee referred to on
the reverse hereof by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose. 



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                IN
WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed. 



Dated: 



		REGENCY CENTERS, L.P.
		By: Regency Centers Corporation,
          its general partner
		

By_____________________________
		Name:
		Title:





Trustee’s
Certificate of Authentication 



                This
is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture. 



		U.S. BANK NATIONAL ASSOCIATION,
as Trustee
	Dated:
		
By ____________________
      Authorized Officer






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[Reverse of Security] 



                This
Security is one of a duly authorized issue of securities of the Issuer (herein called the
“Securities”), issued and to be issued in one or more series under an Indenture,
dated as of December 5, 2001, among the Issuer, Regency Centers Corporation, as Guarantor,
and Wachovia Bank, National Association, formerly known as First Union National Bank, as
Trustee, as supplemented by the First Supplemental Indenture, dated as of June 5, 2007
(herein called the “First Supplemental Indenture;” and such Indenture as
originally executed and delivered and as supplemented from time to time thereafter,
together with the First Supplemental Indenture, herein called the “Indenture”),
among the Issuer, Regency Centers Corporation, as Guarantor, and U.S. Bank National
Association, as successor to Wachovia Bank, National Association, as Trustee (herein
called the “Trustee,” which term includes any successor trustee under the
Indenture), to which Indenture reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Issuer, the Trustee
and the Holders of the Securities and of the terms upon which the Securities are, and are
to be, authenticated and delivered. This Security is one of the series designated on the
face hereof. 



                Securities
of this series may be redeemed at any time at the option of the Issuer, in whole or in
part, upon notice of not more than 60 nor less than 30 days prior to the Redemption Date,
at a redemption price equal to the sum of (i) the principal amount of the Securities being
redeemed, plus accrued interest thereon to the Redemption Date and (ii) the Make-Whole
Amount, if any, with respect to such Securities. 



                As
used herein, “Make-Whole Amount” means, in connection with any optional
redemption or accelerated payment of any notes, the excess, if any, of (i) the aggregate
present value as of the date of such redemption or accelerated payment of each dollar of
principal being redeemed or paid and the amount of interest (exclusive of interest accrued
to the date of redemption or accelerated payment) that would have been payable in respect
of each such dollar if such redemption or accelerated payment had not been made,
determined by discounting, on a semi-annual basis, such principal and interest at the
Reinvestment Rate (determined on the third Business Day preceding the date such notice of
redemption is given or declaration of acceleration is made) from the respective dates on
which such principal and interest would have been payable if such redemption or
accelerated payment had not been made, over (ii) the aggregate principal amount of the
notes being redeemed or paid. 




-4- 













                “Reinvestment
Rate” means 0.20% plus the arithmetic mean of the yields under the respective heading
“Week Ending” published in the most recent Statistical Release under the caption
“Treasury Constant Maturities” for the maturity (rounded to the nearest month)
corresponding to the remaining life to maturity, as of the payment date of the principal
being redeemed or paid. If no maturity exactly corresponds to such maturity, yields for
the two published maturities most closely corresponding to such maturity shall be
calculated pursuant to the immediately preceding sentence and the Reinvestment Rate shall
be interpolated or extrapolated from such yields on a straight-line basis, rounding in
each of such relevant periods to the nearest month. For the purposes of calculating the
Reinvestment Rate, the most recent Statistical Release published prior to the date of
determination of the Make-Whole Amount shall be used. 



                “Statistical
Release” means the statistical release designated “H.15(519)” or any
successor publication which is published weekly by the Federal Reserve System and which
establishes yields on actively traded United States government securities adjusted to
constant maturities, or, if such statistical release is not published at the time of any
determination under the indenture, then such other reasonably comparable index designated
by us. 



                The
Securities of this series do not have the benefit of any sinking fund obligations. 



                In
the event of redemption of this Security in part only, a new Security or Securities of
this series and of like tenor for the unredeemed portion thereof will be issued in the
name of the Holder hereof upon cancellation thereof. 



                The
Indenture contains provisions for defeasance at any time of the entire indebtedness of
this Security or certain restrictive covenants and Events of Default with respect to this
Security, in each case upon compliance with certain conditions set forth in the Indenture. 



                If
an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due and payable
in the manner and with the effect provided in the Indenture. 




-5- 













                The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuer and the Guarantor and the
rights of the Holders of the Securities of each series to be affected under the Indenture
at any time by the Issuer, the Guarantor and the Trustee with the consent of the Holders
of a majority in aggregate principal amount of the Securities at the time Outstanding of
each series to be affected. The Indenture also contains provisions permitting the Holders
of specified percentages in aggregate principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all the Securities of such series, to
waive compliance by the Issuer or by the Guarantor with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security. 



                As
provided in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the Indenture or for
the appointment of a receiver or trustee or for any other remedy thereunder, unless such
Holder shall have previously given the Trustee written notice of a continuing Event of
Default with respect to the Securities of this series, the Holders of not less than 25% in
principal amount of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not
have received from the Holders of a majority in principal amount of Securities of this
series at the time Outstanding a direction inconsistent with such request, and shall have
failed to institute any such proceeding, for 60 days after receipt of such notice, request
and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder
of this Security for the enforcement of any payment of principal hereof or any premium or
interest hereon on or after the respective due dates expressed herein. 



                No
reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Issuer, which is absolute and unconditional,
to pay the principal of (and premium, if any) and interest on this Security at the times,
place and rate, and in the coin or currency, herein prescribed. 








                As
provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this
Security for registration of transfer at the office or agency of the Issuer in
Jacksonville, Florida or in the Borough of Manhattan, The City of New York, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer
and the Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees. 



-6- 















                The
Securities of this series are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the Indenture,
and subject to certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series and of
like tenor of a different authorized denomination, as requested by the Holder surrendering
the same. 



                No
service charge shall be made for any such registration of transfer or exchange, but the
Issuer may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. 



                Prior
to due presentment of this Security for registration of transfer, the Issuer, the
Guarantor, the Trustee and any agent of the Issuer, the Guarantor or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Issuer, the Guarantor, the
Trustee nor any such agent shall be affected by notice to the contrary. 



                Interest
on this Security shall be computed on the basis of a 360-day year of twelve 30-day months. 



                All
terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture, unless otherwise defined herein. 



                The
Indenture and this Security shall be governed by and construed in accordance with the laws
of the State of New York. 




-7- 












GUARANTEE 



                For
value received, Regency Centers Corporation, as Guarantor (the “Guarantor”),
hereby unconditionally guarantees to the Holder of the Security upon which this Guarantee
is endorsed, and to the Trustee on behalf of such Holder, the due and punctual payment of
the principal of (and premium, if any) and interest on such Security when and as the same
shall become due and payable, whether at the Stated Maturity, by acceleration, purchase or
otherwise, according to the terms thereof and of the Indenture referred to therein. In
case of the failure of the Issuer punctually to make any such payment, the Guarantor
hereby agrees to cause such payment to be made punctually when and as the same shall
become due and payable, whether at the Stated Maturity or by acceleration, purchase or
otherwise, and as if such payment were made by the Issuer. 






                The
Guarantor hereby agrees that its obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of such Security or the
Indenture, the absence of any action to enforce the same or any release or amendment or
waiver of any term of any other Guarantee of, or any consent to departure from any
requirement of any other Guarantee of all or of any of the Securities on which this
Guarantee is endorsed, the election by the Trustee or any of the Holders in any proceeding
under Chapter 11 of the Bankruptcy Code of the application of Section 1111(b)(2) of
the Bankruptcy Code, any borrowing or grant of a security interest by the Issuer, as
debtor-in-possession, under Section 364 of the Bankruptcy Code, the disallowance,
under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the
Trustee or any of the Holders for payment of any of the Securities on which this Guarantee
is endorsed, any waiver or consent by the Holder of such Security or by the Trustee or
either of them with respect to any provisions thereof or of the Indenture, the obtaining
of any judgment against the Issuer or any action to enforce the same or any other
circumstances which might otherwise constitute a legal or equitable discharge or defense
of the Guarantor. The Guarantor hereby waives the benefits of diligence, presentment,
demand of payment, any requirement that the Trustee or any of the Holders exhaust any
right or take any action against the Issuer or any other Person, filing of claims with a
court in the event of insolvency or bankruptcy of the Issuer, any right to require a
proceeding first against the Issuer, protest or notice with respect to such Security or
the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this
Guarantee will not be discharged except by complete performance of the obligations
contained in such Security and in this Guarantee. The Guarantor hereby agrees that, in the
event of a default in payment of principal (or premium, if any) or interest on such
Security, whether at their Stated Maturity, by acceleration, purchase or otherwise, legal
proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such
Security, subject to the terms and conditions set forth in the Indenture, directly against
the Guarantor to enforce this Guarantee without first proceeding against the Issuer. The
Guarantor agrees that if, after the occurrence and during the continuance of an Event of
Default, the Trustee or any of the Holders are prevented by applicable law from exercising
their respective rights to accelerate the maturity of the Securities on which this
Guarantee is endorsed, to collect interest on such Securities, or to enforce or exercise
any other right or remedy with respect to such Securities, the Guarantor agrees to pay to
the Trustee for the account of the Holders, upon demand therefor, the amount that would
otherwise have been due and payable had such rights and remedies been permitted to be
exercised by the Trustee or any of the Holders. 



-8- 














                No
reference herein to the Indenture, and no provision of this Guarantee or of the Indenture
shall alter or impair the Guarantee of the Guarantor, which is absolute and unconditional,
of the due and punctual payment of the principal (and premium, if any) and interest on the
Security upon which this Guarantee is endorsed. 



                The
Guarantor shall be subrogated to all rights of the Holder of this Security against the
Issuer in respect of any amounts paid by the Guarantor on account of this Security
pursuant to the provisions of this Guarantee or the Indenture; provided,
however, that the Guarantor shall not be entitled to enforce or to receive any
payments arising out of, or based upon, such right of subrogation until the principal of
(and premium, if any) and interest on this Security and all other Securities of this
series issued under the Indenture shall have been paid in full. 





                This
Guarantee shall remain in full force and effect and continue to be effective should any
petition be filed by or against the Issuer for liquidation or reorganization, should the
Issuer become insolvent or make an assignment for the benefit of creditors or should a
receiver or trustee be appointed for all or any significant part of the Issuer’s
assets, and shall, to the fullest extent permitted by law, continue to be effective or be
reinstated, as the case may be, if at any time payment and performance of the Securities
of this series is, pursuant to applicable law, rescinded or reduced in amount, or must
otherwise be restored or returned by any obligee on the Securities of this series whether
as a “voidable preference,” “fraudulent transfer,” or otherwise, all
as though such payment or performance had not been made. In the event that any payment, or
any part thereof, is rescinded, reduced, restored or returned, the Securities of this
series shall, to the fullest extent permitted by law, be reinstated and deemed reduced
only by such amount paid and not so rescinded, reduced, restored or returned. 



                All
terms used in this Guarantee which are defined in the Indenture referred to in the
Security upon which this Guarantee is endorsed shall have the meanings assigned to them in
such Indenture. 



                This
Guarantee shall not be valid or obligatory for any purpose until the certificate of
authentication on the Security upon which this Guarantee is endorsed shall have been
executed by the Trustee under the Indenture by manual signature. 



-9- 














                Reference
is made to Article Twelve of the Indenture for further provisions with respect to this
Guarantee. 



                This
Guarantee shall be governed by and construed in accordance with the laws of the State of
New York. 






-10- 
















                IN
WITNESS WHEREOF, Regency Centers Corporation, as Guarantor, has caused this Guarantee to
be duly executed. 



		REGENCY CENTERS CORPORATION,
		

By_____________________________
        Authorized Signatory







-11-