AMENDMENT TO ARTICLES OF INCORPORATION OF
REGENCY CENTERS CORPORATION
AMENDING THE PREFERENCES, RIGHTS AND
LIMITATIONS OF 500,000 SHARES OF
SERIES D CUMULATIVE REDEEMABLE PREFERRED STOCK
Pursuant to Section 607.1006 of the Florida Business
Corporation Act ("FBCA"), Regency Centers Corporation, a Florida corporation
formerly known as Regency Realty Corporation ( the "Corporation"), does hereby
certify that:
WHEREAS, the Board of Directors of the Corporation designated
500,000 shares of its authorized but unissued Preferred Stock, par value $.01
per share, as its 9.125% Series D Cumulative Redeemable Preferred Stock (the
"Series D Preferred Stock") pursuant to Articles of Amendment adopted in
accordance with Section 607.0602 of the FBCA, filed with the Florida Department
of State on October 1, 1999 (the "Designation");
WHEREAS, the Corporation has committed to issue shares of
Series D Preferred Stock to the holders of Series D preferred units (the "Series
D Preferred Partners") in the Corporation's affiliate, Regency Centers, L.P., a
Delaware limited partnership (the "Partnership"), but no shares of Series D
Preferred Stock have yet been issued;
WHEREAS, the Partnership and the Series D Preferred Partners
have agreed to amend the Designation to provide that, inter alia, dividends
shall accrue at the rate per annum of 7.45% rather than 9.125% on shares of
Series D Preferred Stock, when issued, and that the holders of the Series D
Preferred Stock shall have certain additional voting rights as set forth herein;
WHEREAS, the Board of Directors of the Corporation adopted
this amendment on October 27, 2004 without shareholder action;
WHEREAS, shareholder approval of this amendment is not
required;
NOW, THEREFORE, ARTICLE THIRD of the Designation is hereby
amended as follows (all capitalized terms not otherwise defined herein shall
have the meanings given to them in the Designation):
1. Distribution Rate
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Section 3(a) of the Designation is hereby amended to change
the annual distribution rate from 9.125% to 7.45%.
In addition, all references throughout the Designation to
9.125% are hereby changed to 7.45%, and the Series D Preferred Stock shall be
known as the "7.45% Series D Cumulative Redeemable Preferred Stock."
2. Voting
------
A new Section 6(d) is hereby added to the Designation, which
reads in full as follows:
"(d) Certain Additional Voting Rights.
Notwithstanding anything herein to the contrary, so long as
any shares of Series D Preferred Stock remain outstanding, the
Corporation shall solicit the affirmative vote of the holders
of at least two-thirds (2/3) of the Series D Preferred Stock
outstanding at the time, prior to:
(i) electing to consummate any transaction or series
of transactions which would result in a Change of Control of
the Corporation,
(ii) electing to consummate any transaction or series
of transactions which would result in the common shares of the
Corporation or any successor entity of the Corporation ceasing
to be listed on at least one of the New York Stock Exchange,
the American Stock Exchange or the NASDAQ National Market (or,
in each case, a successor thereto), or
(iii) electing not to qualify for taxation as a real
estate investment trust under Section 856 et seq. of the
Internal Revenue Code.
For the purposes of this Section 6(d) "Change of Control"
shall mean: (x) any sale or other disposition of all or
substantially all of the Corporation to an entity that is not
an Affiliate (as defined in Rule 12b-2 under the Securities
Exchange Act of 1934) of the Corporation; or (y) any
consolidation, amalgamation, merger, business combination,
share exchange, reorganization or similar transaction
involving the Corporation pursuant to which the stockholders
of the Corporation immediately prior to the consummation of
such transaction will own, directly or indirectly, less than a
majority of the equity interest in the entity surviving such
transaction; provided, however, a Change of Control shall not
include a transaction or series of transactions consummated
with the offeror of an unsolicited "hostile" tender offer for
control of the Corporation. If the requisite holders of the
Series D Preferred Stock fail to approve any of the
Corporation's actions specified in clauses (i), (ii) or (iii)
of the first sentence of this Section 6(d) (each a "Mandatory
Redemption Event") and the Corporation still effectuates such
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action, then the sole remedy of the holders of Series D
Preferred Stock shall be that the Corporation shall
immediately redeem all of the Series D Preferred Stock
outstanding at a redemption price, payable in cash, equal to
$100 per share of Series D Preferred Stock plus accumulative
and unpaid distributions, whether or not declared, to the date
of such redemption; provided, however, that notwithstanding
any provision hereof to the contrary, the actions specified in
clause (i) of the first sentence of this Section 6(d) shall
not constitute a Mandatory Redemption Event if, on or prior to
the date of the consummation of such transaction or
transactions, a "nationally recognized statistical rating
organization" (as such term is defined for purposes of Rule
436(g)(2) promulgated under the Securities Act of 1933, as
amended) shall have affirmed the rating accorded the
securities of the Corporation immediately prior to the public
announcement of such transaction or transactions, or shall
have upgraded such rating (or, if the Corporation is not the
surviving entity in such transaction or transactions, affirmed
that the rating of the securities of the successor to the
Corporation shall be at least equal to the rating accorded the
securities of the Corporation immediately prior to the public
announcement of such transaction or transactions). The date of
such redemption shall be the date of the Mandatory Redemption
Event."
[Signature appears on following page.]
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IN WITNESS WHEREOF, the undersigned Senior Vice President of
the Corporation has executed this amendment this 12th day of November, 2004.
/s/ Lisa Palmer
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Lisa Palmer, Senior Vice President
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