Good morning. My name Cynthia and I will be your conference facilitator today. At this time, I would like to welcome everyone to the Regency Centers Corporation Fourth Quarter 2008 Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks there will be a question-and-answer period. (Operator Instructions). I would now like to turn the conference to Lisa Palmer, Senior Vice President, Capital Markets. Please go ahead, ma'am.

Thank you, Cynthia and good morning everyone. On the call this morning are Hap Stein, Chairmen and CEO; Mary Lou Fiala, Vice Chairman and Chief Operating Officer; Bruce Johnson, CFO; Brian Smith, President and Chief Investment Officer; Chris Leavitt, Senior Vice President and Treasurer and Jamie Shelton, Vice President of Real Estate Accounting. Before we start, I'd like to address forward-looking statements that may be addressed on the call. Forward-looking statements involve risks and uncertainties. Actual future performance, outcomes and results, may differ materially from those expressed in these forward-looking statements. Please refer to the documents filed by Regency Centers Corporation with the SEC, specifically the most recent reports on Forms 10-K and 10-Q, which identify important risk factors which could cause actual results to differ from those contained in the forward-looking statements. I'd like to turn the call over to Bruce to discuss the pending accounting resolutions regarding the timing of recognition of gains. Bruce?

Thank you, Lisa. The recent distribution and kind of properties resulting from the dissolution of two entities in our partnerships with Macquarie CountryWide raised question under FAS 66 regarding when partial gains from sales of properties to current investor partnerships should be recognized. Regency's auditor, KPMG has historically agreed with the company's application of FAS 66 in accounting for these gains. However, due to the absence of any controlling in the coming literature, at KPMG's request, reasons that you will see guidance from the Securities and Exchange Commission regarding this question. Regency historically has recognized gains on the sale of properties to co-investment partnerships at the closeting date excluding that portion attributable to its percentage interest in the partnership. If the partnership subsequently sold the property to a third party, Regency then recognize the gain on the portion of the property attributable to its remaining ownership interest. The question is or isn't whether Regency's rights under certain JV agreements, that allow Regency to call for a liquidation of the entity. And in so doing, receive a distribution and kind of the properties owned by the partnerships are in fact an option to re-acquire the properties. If these rights are deemed to be options then all partial gains previously recognized by Regency on the sale of properties that are still owned by these partnerships would be deferred until such time the partnership is liquidated or the property is sold to a third party. To the extent that any such partnership's subsequently sold a property during the period in question, the deferred gain will be recognized at the resale date. While you can read the details of the potential adjustments in our press release, the bottom line is, that regardless of the accounting treatment, there is absolutely no impact whatsoever on Regency's…

Thank you, Hap and good morning. Let me start by saying, I just as you know I absolutely loved Regency and I clearly loved the team that I've worked with and will continue to work with. And I've enjoyed helping build such a wonderful company. And although I have announced my retirement, I plan on going full force to this transition. I'm truly excited that Brian is my replacement as the President. We've always been proud of our jobs of management and his promotion is a true testament not only to Regency but more importantly to Brian. He has strong leadership skills and his clear vision that'll enable us to lead, to help lead Regency through this challenging time. So, let's begin with this year's results. Occupancy, for the quarter was, from 95.3% in third quarter to 93.8% in the fourth quarter or a 50 basis points decline. But within that, there is some good news. 64,000 feet (ph) of that was in Albertsons while in fourth quarter we've achieved a $2.5 million termination fee and in the next year weeks, we will have a grocer signed up to replace the Albertsons with significant upside in rent. We also lost 3 million (ph) and things for 90,000 square feet and then while we're in final negotiations with replacement tenant and again there is upside in rent and the other two, we have excellent process. So, this shows the strength of our portfolio despite what's going on in the markets. In 2008, rental growth was over 10.5% and our same-store growth was 2.6%, 1.9% if you exclude termination fees. And we leased over 4.7 million square feet of space in the operating portfolio and another million in our development. So, we should just take a moment and enjoy these remarkable results.…

Thank you, Mary Lou, and good morning. I have read with interest many of the research reports over the last 12 hours or so, including your flattering comments about Mary Lou. And I could not agree more. When you think of falling in Mary Lou's enormous shoes, no one can replace her, and I'm fortunate she will be here to help me along the way. In the fourth quarter, we started two new developments totaling $24 million. Let me briefly talk about them, because they represent the kinds of opportunities that make sense, even in today's environment, where any new development should be and are being undertaken cautiously if at all. Northgate is a small curve (ph) anchored neighborhood center in Greeley, Colorado, with the return in excess of 11%. Central flosin (ph) is a grocery-anchored project in urban Los Angeles, with limited shops that we have been working on for more than a decade. Although only considered to start this quarter, the project is nearly 60% pre-leased, and we have presale agreement in place, that provides for an approximate 20% profit margin. In addition, we began the second phase of our coal paper development, where we will be building a 68,000 square foot giant of Carlyle grocery concept. This additional development adds a full service grocer to the original project, without taking on any entitlement or leasing risk, while achieving better than the 10% return. Carlyle is one of the grocers doing great right now, having recently reported a 5.4% comp store increase and should provide significant boost to foot traffic incentive. We completed two developments during the quarter totaling $25 million, with returns of 11.46 before JV participation and 9.1% after. For the year, our completions totaled $121 million with a weighted average return on cost of 10.68%…

Thank you, Brian. Although funds from operations of $3.75 per share were significantly less than our objective in last year, these results were accomplished in an unfavorable development and sales environment, and after $50 million of dead deal costs and impairments. The components of the $50 million were, as Brian indicated; $15 million of dead deal costs as we retooled the development pipeline, and $35 million of impairments, comprised of $19 million of operating properties, $7.5 million on one in-process development, and one land held for future development, $6 million on investments in unconsolidated partner shifts, and the remainder on our appraisals and our note receivable. I think it's important to note that the impairment calculations where based upon what we believe to be conservative assumptions. We are expecting FFO per share in 2009 to be in the range of $3.30 to $3.70. Last quarter, we indicated that FFO would be approximately $0.60 higher than this. Since last quarter, we have significantly reduced our expectations for the development program. And as a result, the revised guidance includes lower development gains, $12 million of higher net interest expense, and higher G&A, $8 million higher than ' 08, and $14 million higher than last quarter's guidance. Also, in this range is further reduced same-store NOI. As you've heard from Hap and Brian, our business plan comes full circle back to balance sheet management. We cannot say it enough that strengthening and protecting the balance sheet is our number one focus and priority. We have updated the detailed scenario analysis, available as an excel file on our website, entitled Balance Sheet Capacity. And I will walk you through the major components. Referring back to Hap's remarks of future capital commitments; number one, was balance sheet loan maturities. During the next three years, balance…

Thank you, Mr. Stein. (Operator Instructions). We will take our first question from Michael Bilerman with Citi. Please go ahead.

Good morning, guys. This is Frank Milali (ph) I am here with Michael. Just a first question you were asking to give 2009 guidance for same-store NOI. I'm just wondering, if you can outline what your expectation are for occupancy leasing spreads in any level of rent assistance that you've got factored in?

Yeah, let me ... you can go through the guidance page where we have all that other broken down, in terms of that with occupancy. We said it would be 92 to 93.5%. Rent growth would be 0 to 5%. If you are confused, you can get it all off the guidance page.

So does rent rise includes some kind of rent assistance allowance?

Yes, absolutely. It's all incorporated, and what we believe will happen in '09.

Okay.

We've built that into our budget. Martin “Hap” Stein, Jr.: And Quentin remember, as just Mary Lou said, there have been approximately 30, only 30 cases where we have ... 37, where we have at the out of 9,000 tenants, where we have redone leases. And in one of those cases, we are getting lease extensions.

And let me just tell you say real quickly, as far as the primary drivers of NOI and the declines, as you know, we had strong termination fees and so and put that in there that we would see flat to minus 2.5% without being up against those termination fees to being a more normalized rate. Secondly, quite frankly we planned higher move outs. We think that there is going to be a more of big vast move out, and monotype. Typically, it's been like 45% big backs in line, and we've laid that into our budget too. So we've been, we've feel realistic but probably very conservative in terms of our approach for looking at 2009.

Just in terms of the development pipeline. The return expectations comes down from the third quarter. I am just wondering, if you can outline some of the drivers that that intend, what rents getting and what you are assuming for late, and costs spending in circles?

The development returns, if you look at the in-process portfolio in the supplement, you will see that they were down 71 basis points before JV partner participation and 68 after. 44 basis points of that total was attributable to the phasing we're doing. We've got 11 projects where we are ... we decided that we just do not want to build that certain amount of square footage today and we've pushed that out into the future now. As Hap mentioned, there is going to be some pretty good embedded growth in that. The phase II returns of stuff, we're not going to build now but we'll push out later. We have a return of, and right now it's performing at 12.1%. So obviously, to take the most profitable parts of the business out of the developments and push it out, it's going to impact you're Phase I that we're building. Martin “Hap” Stein, Jr.: So you've got the cost, but not the land cost and a lot of the site work cost there.

Right. Martin “Hap” Stein, Jr.: But, not the turn.

So if you take out the phasing, then you're really left with an apples-to-apples comparison from last quarter of about a 24 basis point reduction and 10 of those basis points were attributable to one project and that's our big Deer Springs project in Las Vegas, where we lowered our rent to our NOI estimates by 800,000. And then 4 basis points is our Marietta (ph) project in California, where the project is basically been delayed a year.

Okay. Thanks.

Thanks Quentin.

Thank you.

We will take our next question from Steve Sakwa with Bank of America. Please go ahead.

Good morning, thank you. I guess just following up on that, I guess, it sounds like most of the delay is due to phasing and two projects. But I guess why wouldn't rent be coming down on the balance of the developments? And why would that have I guess a bigger impact on the returns on the development side? Martin “Hap” Stein, Jr.: First of all, severance number 70 ... they're 78% leased right now, keep that in mind.

Right. And as I mentioned that 24 basis point apple-to-apple ten of it is attributable to other projects that have had leasing shortfalls.

And Brian, can you, I guess help us quantify or think about what is 10 basis point, is that sort of a 5 to 10% reduction in kind of asking rents for the balance of the space or something less or something greater?

I'll break it out for you. If you look at the actual NOI variance, it's about $16.9 million. Of that 16.9 million, 15.2 of it was pushed out with NOI was pushed out in the phasing. Of the remaining amount, the 1.7 million, you got again half of it, 800,000 came with your Deer Springs project and then about 500,000 came from two other Southern California large community projects. So it's really what's happening is we built too much space on some of the large projects and we've reduced that. The other thing that has happened is we changed the scope on lot of the projects. For example, we've got a project in Southern California where we had LA Fitness and we decided we did not want to do a lease with them. We ended up selling the parcel to them, let them spend their money. There's obviously a reduction NOI that goes with that. So, I don't think it's the rent have been dialed down too much I think we've done that in the past. It's more that's changes scope in phasing plus the big projects, particularly in Southern California.

Okay. And then if I can maybe ask a question to Bruce on the guidance, when you talked about I guess the Promote, just to be clear on this, unwinding of the Macquarie partnerships you have recognized I guess you are getting up extra property or so in time, but you're going to also recognize kind of the one time fee?

That is correct.

Okay. And then just in terms of the fee?

If I can speak before you ask that question, just a little bit of clarification maybe on Brain. Because I think what we really are seeing to extent to our revenue reductions in the government area, it's really on a geographical market basis, it's not across the board. We're not seeing that across the board. I think Deer Springs would be the one that we did have that and which is in Las Vegas. But it wouldn't be across the board.

Okay. And then just, the 12 million is included in your guidance of 15 to 28?

Correct.

Okay. And then --

I appreciate it. Moderator?

Mr. Sakwa, have you done?

Yes. Martin “Hap” Stein, Jr.: Yes.

Thank you, thank you. Martin “Hap” Stein, Jr.: Unless he wants to get back in the queue again.

And we will take our next question from David Wigginton with Macquarie Capital. Please go ahead.

Good morning. Martin “Hap” Stein, Jr.: Good morning.

I had a quick question regarding the winding down of the joint ventures. What is the expected decline in recurring management fees from the two lost, I guess the desolation of the two JVs?

And that's why David, to look that this is, I think Macquarie has us closed in the past what fees are for these partnership. The 25 basis point asset management fee and property management fees are 4%. Their June 30 evaluations were right around $750 million for the combined two entities. So if -- you can double check my numbers. So if you go through the math it's going to end up in a net basis to Regency in terms of our shares with those fees that are paid. Remember we own 25% of those ventures. About $3.5 million Martin “Hap” Stein, Jr.: We have that dialed into the guidance that we provided.

And then just with respect to the other JVs, do you expect any of those to be wind down in 2009 and what is the I guess the relative quality of those assets compared to your existing portfolio.

Again I think as, Bruce and Hap both mentioned in the call before it has publicly announced that they continued to look at more alternatives in terms of property sales and early transaction then that they are making good progress on it. I think tat that is a question for them at this point. In terms of how it would impact us and the profits that we have, the profits that we have remaining in our Macquarie's venture are extremely high quality. And the ones that we distributed I would still say are high quality because they're all Regency's portfolio of high quality. So although it maybe below the average in terms of demographics to our Regency portfolio it's still better than and 90% of the shopping centers that are out there.

And so, you say below average, or are you talking about the ones that were distributed, or the ones that are being held in?

Ones that were distributed but below the Regency average. Martin “Hap” Stein, Jr.: Regency average.

I didn't say that's below average, still 90% better than what is out there.

Yeah, I know. Understood, understood. Okay, thank you. Martin “Hap” Stein, Jr.: Thank you, David.

We will take our next question from Jay Habermann with Goldman Sachs. Please go ahead.

Hey, good morning. Starting first, I guess, just in terms of same-store NOI, and how you gain some comfort I guess, as you looked into 2009, given the deceleration and occupancy quarter-over-quarter, and this part of that. Can you expand a bit, just on maybe, sort of the small shops based versus say the anchor stores? And furthermore, whether you're still seeing the anchor stores, the commitments for some of the major projects that you have in your pipeline?

Well, let me talk a little bit first about same-store NOI. We really do have a lot of comfort level with what we did. And I think, as we've never been under ... we've averaged over 3% same-store growth for the past 9, 10 years. So, when we came out with this guidance, and we've done it very thoughtfully, the high-end of the guidance, it's really looking at lower terminations fees and a couple of 100,000 square feet of greater move outs. When you get into the low-end of the guidance, we literarily sat down and it looked it retailer by retailer, and I'm not comfortable saying who they are, looking at our portfolio, doing that, some of these retailers that share fortunately on and to go until 11, they're going to go into 7, because they're not going to be able to get credits, and work their way through it and what would that be and that represents the low-end in our guidance. So, I feel like we have really thought through, the amount of top move outs, which is typically, as I said about 55% of our move outs, 45% of the GLA (ph) has been bigger boxes. And our guidance really reflects that. And in terms of people who are replacing some of these big boxes, as I mentioned, we have a grocery store replacing the Albertsons. We've got several significant tenants, the Dollar Tree's taking on, believe it or not (inaudible) Tuesday morning, City Trends which is a moderate price fashion store and lot. And those are some of the people that are growing. But with that I will say, yes, we've got good interest. Yes, we're working deals. The deals are harder, but more importantly they're taking longer. And that's why we changed our down time in this guidance too, and when we talk about it from 8.8 months at the end of this year to 11 months next year. And that's incorporated into it. So, I really feel like we've got it covered. Really, as much as you are capable of, of how bad it could be, and what do we think is really going to happen and that's why we gave the range that we gave.

So, thus far you aren't seeing the anchor stores pull out of their commitments to open in your developments?

Brian, you can tackle that one.

The only thing we've had, we haven't had a big pull out. If they got bigger signed contracts, they got to sign contract. What we've had are some requests or just deferrals for a year. The biggest one that hurt us is our Marietta project. And I think I mentioned to you that that one of the ones that took the biggest hit this quarter. And that was a situation where we actually went under construction at the site work, and target decided at it's doing all across the country. They want to push out their openings that were scheduled for 2010 and 2011. So they are still committed, they're still going to go forward. But it's been deferred a year.

And Brian, just one more question for you on the question of whether or not to invest in these opportunistic transactions, the 25% return you mentioned versus sort of the 8% yields on development. I mean, why not curtail the developments further for the next two years?

If we could get those consistently we would. I mean, the problem is that they were such a good deal the bankruptcy judge said, let's take another cut at this. But every, we aren't -- any development we do is not only subject to the balance sheet, but we are going to compare it to any of these other opportunistic opportunities and if we can get 10.5%, 11% maybe a 9% current returns, without taking the development risk that's what we will do.

Remember Jay that that 8% too is on $1 billion of properties that are already... Martin “Hap” Stein, Jr.: I mean, yes. I mean, are...

They are already 75% leased and 85% funded. But they're not new investments. Martin “Hap” Stein, Jr.: Just reiterate our ... to the extent that capital is available, let me reiterate. The current guidelines taking aside land already owned and has been increased again this past quarter to 10.25% for grocery anchors shopping centers, higher for larger centers and with a 200 basis points margin.

Thanks Jay.

Okay, thank you.

We will take our next question from Craig Smith (ph) with Banc of America. Please go ahead.

Thank you. On the recovery rate, I feel have a dropping from 79.4 to a range of 74 to 76, what is driving that downward?

Primarily, reduction and occupancy.

But you had a reduction in occupancy in '08 and it actually picked up over '07?

Yeah. Go ahead. Martin “Hap” Stein, Jr.: What happened in 2008 you saw a slight uptick compared to 2007. It's really the mix the expenses that were recovered from our tenants when you look at our fixed expenses versus operating expenses. We clearly recover higher percentage of that in those types of expenses, fixed over variable expenses.

Okay. So, this was the fact for the occupancy is going down, you are unable to split some of those charges over every tenant?

It's also correct. I think it's important to recognize that large occupancy drops have been mostly happened in the last two months of the year. So --

Good point.

So the asset occupancies for the year were still very close to 94.67% decline in occupancy really have in -- In last two months. So we had 10 months of recoveries that we were at closer to 95%.

So the positive really this year was more of the mix of where it came from and that too was impacted by floor.

Okay. Great, thanks for that clarification. Martin “Hap” Stein, Jr.: Thank you, Craig.

Thank you, Craig.

We will take our next question from Jeff Donnelly with Wachovia Securities. Please go ahead.

Good morning, guys. Can you provide any specificity to us about how you are thinking about the length of downtime between leases and single tenant incentives like TI dollars and free rent to your 2009 guidance? And at least maybe worst things which you have experienced in 2008.

I'll tell you what, a lot of what we did is to really took first quarter, we typically do our budget accounts in September and we went back in redid our budgets in December we've to make a more real of what's happened with November, December. As you know, November, December comp store sales and the retailers in general are down 92.3% which was what happened in the year. Our free rent isn't in that vocabulary so we didn't really have any discussions with that. In terms of downtime we see best thing is tickup and we've wrapped out literally quarter-by-quarter and we're seeing that going up. And honestly with our working consensus of how long especially in the last November, December and even quite frankly through January, how long is it really taking us to fill these boxes, what are the boxes that are going to be empty and the bigger box is obviously going to take on. But even this smaller boxes are going to sell us more our work in-process. What else Jeff, do I answer your question.

In months... Martin “Hap” Stein, Jr.: Downtime.

Downtime.

Yeah I gave that already, I said we went from 8.8 months to 11 months in the last question.

Okay. And it's the follow-up and a little more of a broad question a little bit. Can you talk a little bit about how you see retailers approaching their plans to downsize store counts -- I mean I guess I'm curious do you find that this tends to be called top down strategic view where its, sort of, their market opportunity unit level revenues and profits and with some eye towards economies of scale in that market or is it you're experience is just not that organized and more a function of lease role-over?

No, I hesitate. It's changed completely from what it always was. And every single retailer that I talk to is all about protecting their balance sheet, period. And like I said now they are cutting G&A, they're cutting their inventories. The big problem that they're having in determining closing stores if they don't know, the stores that last year made money in maybe fourth quarter they had 20% exit comp-store in this year there could be 20% on top of it but they don't know. So they are literally going to their portfolios and trying to do the best. Its more balance sheet related, and where they're losing the months money than anything else. It is not a strategic in terms of the retailer and where they want to be, although I think cannibalization and comps come in through it. But is the literally what is pulling our balance sheet down and why do we have to get out of it. And that's why they are either trying to down size the size of their space and just to renegotiate transport accounts and close locations. And then it's really other the way too, it's CEO driven. We talked to the heads of real estate, it is driven by their CEO coming back and saying it's our third largest cost, how are you cutting it?

And -- Martin “Hap” Stein, Jr.: Thanks Jeff.

And we will take our next question from Chris Lucas with Robert W. Baird. Please go ahead. Christopher Lucas - Robert W. Baird & Co.: Good morning, everyone. Martin “Hap” Stein, Jr.: Good morning. Christopher Lucas - Robert W. Baird & Co.: Just a question on the term fees, can you list what the fees were for '08 and what your expectation is for '09?

Yeah. Before Mary Lou even answers, just say that we did -- we do break them out in our supplementals. We have a line item for terminations fee.

Yeah, but I think to answer your question. Historically, our term fees have been 8 to $0.10 a foot. This year it was unusual, because we had two really big ones. One, the Albertsons that I mentioned for 2.5 million and then we had one at Palm Street (ph), for a 1.2 million, but this year, it was $0.20 a foot. It was really unusual. So for next year, when we're looking at it, we're taking the low-end of our norm at $0.08 a foot. On one hand intuitively you think next year would be a good year for term fee. And so, I think there will be people who want to get out the leases and will get them. The flip side, the retailers are protecting their balance sheet and they are trying to hold on to their cash. So, we projected it at the low-end of the norm for those reasons. Christopher Lucas - Robert W. Baird & Co.: And then going back to the guidance question as it relates to comp, is there any equity dilution planned in those numbers? Martin “Hap” Stein, Jr.: Bruce, is there any equity dilution plan in the numbers?

Not currently. Christopher Lucas - Robert W. Baird & Co.: Okay, thank you.

Thanks Chris.

We will take our next question from Jim Sullivan with Green Street Advisors. Please go ahead.

Hi, good morning, and we see about here (ph). Just had a quick question with regards to a subject that you touched on earlier with Craig. With respect to common area and maintenance, can you talk about how that has shaped from various anchor and non-anchor tenants in your shopping centers? And furthermore, how does that cam burden shift, between the landlord and the tenants as vacancy increases? Martin “Hap” Stein, Jr.: I am going to say it on a pro rata basis, based on the size of the centre. Obviously, the anchor tenants have certain restrictions and gaps in their clauses and their leases. But, if there is an anchors dart, unless we have the right to what we call after anchor our tenants, then we really look at that. We don't do that that often. They will continue to pay their pro rata share, and you will see a downward pressure on recovery rates.

Is there an increasing vacancy then, you would -- they would take their pro rata share whatever that was and then the landlord would put the bill for the rest.

Yes.

Yes, absolutely.

But most of it's fixed. So, it's going to just drop to the bottom-line where you don't recover effectively.

Okay, thank you. Martin “Hap” Stein, Jr.: Thanks.

Thanks you.

We will take our next question from Michael Mueller with JP Morgan. Please go ahead.

Yeah, hi. With respect ... can you hear me?

Yeah, we can hear you fine.

So you can hear me, okay. With respect to the development pipeline, how should we be thinking of the pipeline as really buy and hold going forward? I know you have what looks like 3 million to maybe where you have some development gains, embedded in your guidance but not a lot. So, what are you thinking there? Are you thinking its buy and hold, or development and hold, or developing and contributed, not a significant margin. How should we think about that? Martin “Hap” Stein, Jr.: I would say that it appears like there's going to be a higher percentage, it's going to be develop and hold, when it's going to be restored. I still think that there is a ... that there will be some continued development sales. And there will be continue to be some developing contributions.

Okay. And then second question is with occupancy heading down in 2009, I know you don't have 2010 guidance out. But, how do you think that plays out, as you move to 2010? Is occupancy lower year-over-year or do you have visibility on tenants to make up what you think you will lose in '09?

No, we have been working on that. And looking at it one hand as we did, the downside analysis from our own portfolio, which is the low-end saying oh, my gosh could all these things happen, which is our downside that we gave you 2.5%. Do we think that will continue or not? On the conservative case we probably see 10, minus 1 to flat, but let's find out what it is, is we are going to start leasing in places with that great centers. We've got a lot of action more than you'd expect. So, I think that there is going to be some upside in our sequential upside in accuracy, especially in the second half in '010. I think the first half of '010 is still going to be tough, second half you're really going to start seeing some results, based on what we know about portfolio what's actually going on.

Okay, thank you.

Thanks Mike. Martin “Hap” Stein, Jr.: Thanks Mike.

And we will take our next question from R. J. Milligan with Raymond James. Please go ahead.

Good morning. Just a question on the guidance, the $0.21 to $0.39 per share, I am assuming that's a combination of transaction profits, and dead deal costs. Can you break that out for me?

We've assumed that dead deal costs would go back to our normal, which is about $4 million a year.

Okay.

Again, I'll rephrase it. We paid 39 the in supplemental. Also, we actually break out, we had a transaction profits net of those pasts in the guidance for the year is15 million and 28 million. And then separately that will exclude the Macquarie Promote that we've talked about. And then separately, we list out what we expect from the third party seasoned commission as well.

Okay, thank you. And my last question is just, if you guys can provide any more color on your approach so that dividend in what you guys are thinking about going forward, in terms of the possibility of doing it, the stock dividend? Martin “Hap” Stein, Jr.: I just want to reiterate my comments. As number one, and if the risk of sounding redundant, we feel that the dividend is integral to the rate model and to the Regency's model and our intent is to continue to pay the dividend of $2.90. At the same time, if we don't feel that for any reason that's not sustainable, and I am not just talking about, because of one quarter, or two quarters, but for reason in the future for instance, Mary Lou's assumptions regarding NOI growth, which she feels are very conservative, tend to be not conservative enough. And that could in effect, change our outlook in that regard. And at the same time, we feel I've got to say, we feel, I'm cautious, that I'm cautiously optimistic about our ability to continue, our ability to tap the mortgage market. I mean, we are still seeing a lot of activity there. We feel like we are in the sweet spot so to speak of the Fannie and Freddie Mac standpoint. For shopping, for shopping centers and that mortgage capital will be available to us. As Bruce said, we are going to get on the front end of the curve to do that. To the extent that's not available to us. That could create another set of circumstances. But before we do that, I think as you will see in the guidance, we have given from a development star standpoint zero. We are prepared to stop all development to make sure that we have the right capital to put in effect, preserve the balance sheet. So ... but in effect nothing is off the table today at the same time.

Okay, great. Thanks for the additional color.

Thanks R.J.

We will take our next question from Nathan Isbee with Stifel Nicolaus. Please go ahead.

Hi, good morning. Martin “Hap” Stein, Jr.: Good morning.

Can you talk a little bit about the small shop leasing in the development portfolio, and specifically have you seen any uptick in signed lease fallout before opening?

No, it's pretty consistent with what it's been. Fourth quarter is always slow. But we did a fair amount of leasing. And I still don't see any difference at all right now.

Okay. And do you haven't seen --

It hasn't turned down.

Okay, great. Thank you.

Thanks Nathan.

We will take our next question from Alex Ben (ph) with Agency Trading Group. Please go ahead.

Yeah, thank you. Good morning.

Good morning.

Wanted to ask you guys, in terms of how you guys define your occupancy rate? What's included in that number? What's not included, I mean when a tenant like the moment top is no longer in business, at what point does that kind of affect that number? Can you help me out with that?

Yes. From the time a tenant was out till the time another tenant moves in, and that's how we look at it.

So, is the occupancy rate a physical occupancy rate or is it more like a financial, as long as you have a lease in place it still counts in the number?

It's financial.

Okay. My second question is, you mentioned that on some of these new developments, you were expecting like a 6% type of yield. I was wondering, I mean, where if you had to get debt financing like permanent debt financing right now for those projects, where are those numbers penciling at rates? Martin “Hap” Stein, Jr.: Alex, let me be clear. The 6% we've started projects that are already underway. The 6% is our current return, if we don't lease another square foot. And we fully build out the phase I. And the returns will get up to about 8% with the current phases, when we lease those developments up. Now, if we were start a development today, the total return expectations would be at least 200 basis points out of net.

Thanks Al.

Thank you. Martin “Hap” Stein, Jr.: The important part of that answer though is that there is no debt on those projects to date.

Right. That's why I was kind of wondering where the market or if you guys have tried to obtain some, what kind of pricing you are... Martin “Hap” Stein, Jr.: Basically, we only have financed basically stabilized projects today that's what. And in fact we spent about 800 million already, it's already incorporated into our numbers and the cost of completed of another $180 million and after that cost to complete and we don't lease another square foot, it's a 6% return. But I'll just reiterate, we are continuing to able to put mortgage financing on completed developments and existing operating prosperities that are A-quality properties.

And then thank you, very much.

Thank you. Martin “Hap” Stein, Jr.: You're welcome.

We will take our next question from Anar Ismail with Gem Reality (ph). Please go ahead.

Good morning. There are a lot of moving pieces, and if want to focus on just something that is going to move the needle, something that keeps you up nice. What is the one thing among the possible things that will happen next year that you think is the most important to the biggest, your biggest concern? Martin “Hap” Stein, Jr.: I think the, if you look at it, the key things that we want to do is to achieve our net operating income objective and get our occupancy stabilized because that will pay dividends into 2010. And secondly, we've got although I think we are extremely well positioned with having $3 billion in unencumbered assets, is executing our plan related to the mortgage financing.

And among the things that could actually happen is it like as it relates to local tenants as it relates to anchor. Is there anything in particular that you're most worried about? Martin “Hap” Stein, Jr.: I guess Mary Lou indicated I think we feel and it is not to say that things couldn't get worse, but I think we've incorporated some reasonably conservative assumptions into the guidance that we provided.

And I had reiterated when we did that, we set down and looked at what we found there is the 5% rent growth. And what we have consistently done over 10%, number one. Two as we looked at greater move out both in the site shop and in the anchor, the way we changed our down time from 8.8 months to 11 months and we have also in the downside of our guidance looked at a group of retailers that we think have potential of go and chapter seven during this year. And what this had to is best to our numbers. And some of those are already incorporated our plans and some of them are in addition. But all that's incorporated in our range of the guidance. So like Hap said, things can happen if the difficult world out there but to the best of our ability and knowledge today, we feel it's comfortable as you can be with that guidance. Martin “Hap” Stein, Jr.: And let me just also say and I think this is correct Marry Lou, the January has started inline with expectations.

True. Martin “Hap” Stein, Jr.: So our experience in January is inline with the guidance that we've provided to you. So, it's not as nice as January of '08

'08, yeah. Martin “Hap” Stein, Jr.: Or especially of '07 but we haven't fallen off the cliff either and I think there were some concerns that the economy might do that and when have that efforts impact us that has happened to they were one month so far so good.

One good thing we see no renewal rate hold at 79 to 80% which I think is a big gain in this environment.

Thank you.

We will take a follow-up question from Chris Lucas from Robert W. Baird. Please go ahead. Christopher Lucas - Robert W. Baird & Co.: Yeah. Bruce, real quick. On the $250 million of unencumbered NOI how much is NOI that is from projects that are developments in-progress?

Not as good score. This is actually the unsecured pool NOI numbers that is with well. That's where that number comes from. Christopher Lucas - Robert W. Baird & Co.: Is it --

None of our developments in-process, technical sense what's the reasons of certain occupancy they go in, which is at 80%. But if they're not about in that rent paying occupancy, if they're not there they aren't in that number. Martin “Hap” Stein, Jr.: And I really appreciate you pointing that out and came back on for that call. So in fact as we achieved 95% leased and it's going to take us longer than we expected and it's going to be more obvious to get there that unsecured asset pool is going to continue to grow. Good point, you made Chris.

While and the other point we indicate by the way we've got this much of unsecured -- our unsecured NOI available for that. But that really doesn't include all of those projects that were already financed. So in terms of that that's rolling over you really got to throw them in bucket as well if you want to look at the total keep going. Christopher Lucas - Robert W. Baird & Co.: Thank you.

Thanks, Chris.

Thank you.

This was the only one left, if you have another question feel free.

And at this time there are no further questions. Mr. Stein, I'm going to turn the conference back over to you for closing comments. Martin “Hap” Stein, Jr.: Just once again thank you for taking the time to join us on this call and as indicated we look forward to a very challenging but gratifying year, if we can execute our plan in 2009. Have a great week. Bye, bye.

Ladies and gentlemen, this will conclude today's Regency Centers Corporation fourth quarter 2008 earnings conference call. We thank you for your participation and you may disconnect at this time.