Regency Centers, L.P.Amended
and Restated Amendment Dated January 1, 2008 to
Fourth Amended and Restated Agreement of Limited Partnership
Relating to 7.25% Series 4 Cumulative Redeemable Preferred Units

        This Amendment (this “ Amendment ”) to the Fourth Amended and Restated Agreement of Limited Partnership, dated as of April 1, 2001 (as amended through the date hereof, the “ Partnership Agreement ”), of Regency Centers, L.P., a Delaware limited partnership (the “ Partnership ”), is made as of the 1 ^st day of January, 2008, by Regency Centers Corporation, a Florida corporation, as general partner (the “ General Partner ”), and Regency Centers Texas LLC, as limited partner (all capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Partnership Agreement).

RECITALS

        WHEREAS, the General Partner sold 5,000,000 depositary shares, each representing a 1/10 interest in a share of the General Partner’s 7.25% Series 4 Cumulative Redeemable Preferred Stock, $0.01 par value, having a liquidation preference of $250 per share (the “ Old Series 4 Preferred Stock ”) and in connection therewith issued to Wachovia Bank National Association, as depositary, 500,000 shares of Old Series 4 Preferred Stock;

        WHEREAS, Section 4.2(b) of the Partnership Agreement provides for the issuance by the Partnership to the General Partner of Partnership Interests in the same number and having designations, preferences and other rights substantially similar to the designations, preferences and other rights of shares issued by the General Partner;

        WHEREAS, the General Partner contributed the proceeds from the sale of such depositary shares to the Partnership;

        WHEREAS, Regency Centers Texas LLC is a wholly-owned subsidiary of the General Partner, and the General Partner contributed the Series 4 Preferred Units (as defined below) so issued to Regency Centers Texas LLC;

        WHEREAS, pursuant to the authority contained in Section 4.2(b) of the Partnership Agreement, the General Partner amended the Partnership Agreement to cause the issuance of the Series 4 Preferred Units in the name of Regency Centers Texas LLC effective as of August 11, 2004:

        WHEREAS, the General Partner has amended its articles of incorporation, effective as of the date hereof, to effect a 10-for-1 split of the Old Series 4 Preferred Stock, including reducing the liquidation preference and redemption price thereof from $250 to $25 per share (such post-split shares are referred to hereinafter as “ New Series 4 Preferred Stock ”);

        WHEREAS, the General Partner has effected as of the date hereof a mandatory one-for-one exchange of New Series 4 Preferred Stock for each depositary share formerly representing a 1/10th interest in the Old Series 4 Preferred Stock, thereby doing away with such depositary shares;

        WHEREAS, the General Partner wishes to amend and restate the previous amendment to the Partnership Agreement made as of August 11, 2004 to cause the terms of the Series 4 Preferred Units to conform to the terms of the New Series 4 Preferred Stock and to delete references that are of historical interest only, including references to series of preferred units of the Partnership that are no longer outstanding;

        NOW, THEREFORE, pursuant to Sections 4.2(b) and 14.1(b) of the Partnership Agreement, the General Partner hereby amends and restates the provisions of the Partnership Agreement relating to the Series 4 Preferred Units, effective as of January 1, 2008 (the “ Effective Date ”) as follows:

        Section 1.       Designation and Number . A series of Preferred Units, designated the “7.25% Series 4 Cumulative Redeemable Preferred Units” (the “ Series 4 Preferred Units ”), is hereby established. The number of Series 4 Preferred Units shall be 5,000,000. From and after the Effective Date of this Amendment, each Series 4 preferred unit outstanding prior to the Effective Date (the “ Old Series 4 Preferred Units ”) shall thereafter represent ten (10) Series 4 preferred units (the “ New Series 4 Preferred Units ”), without any action on the part of the holder thereof.

        Section 2.       Rank . The Series 4 Preferred Units will, with respect to distributions and rights upon voluntary or involuntary liquidation, winding-up or dissolution of the Partnership, rank senior to all classes or series of Common Units and to all classes or series of equity securities of the Partnership now or hereafter authorized, issued or outstanding, other than any class or series of equity securities of the Partnership expressly designated as ranking on a parity with or senior to the Series 4 Preferred Units as to distributions or rights upon voluntary or involuntary liquidation, winding-up or dissolution of the Partnership or both. For purposes of this Amendment, the term “ Parity Preferred Units ” shall be used to refer to any class or series of equity securities of the Partnership now or hereafter authorized, issued or outstanding expressly designated by the Partnership to rank on a parity with Series 4 Preferred Units with respect to distributions or rights upon voluntary or involuntary liquidation, winding-up or dissolution of the Partnership or both, as the context may require, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit shall be different from those of the Series 4 Preferred Units and includes the 7.45% Series 3 Cumulative Redeemable Preferred Units, the 6.70% Series 5 Cumulative Redeemable Preferred Units and the Series D Cumulative Convertible Redeemable Preferred Units of the Partnership. The term “equity securities” does not include debt securities, which will rank senior to the Series 4 Preferred Units.

        Section 3.       Distributions .

                (a)      Payment of Distributions . Subject to the rights of holders of Parity Preferred Units as to the payment of distributions and holders of equity securities issued after the date hereof in accordance with the Partnership Agreement ranking senior to the Series 4 Preferred Units as to payment of distributions, holders of Series 4 Preferred Units shall be entitled to receive, when, as and if declared by the Partnership acting through the General Partner, out of Available Cash and Capital Transaction Proceeds legally available for the payment of distributions, cumulative cash distributions at the rate per annum of 7.25% of the $25 liquidation preference per Series 4 Preferred Unit. 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 September 30, 2004 with respect to the Old Series 4 Preferred Units and March 31, 2008 with respect to the New Series 4 Preferred Units, and (B) in the event of a redemption, on the redemption date (each a “ Preferred Unit 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