ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF
REGENCY REALTY CORPORATION
DESIGNATING 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:
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 s