[Footnote Continued On Next Page]
ATL01/10608033v2
                                                              Execution Copy

                                                 October 29, 1999

Wells Fargo Bank, National
   Association, as Agent

Each of the Lenders party to the Credit
   Agreement referred to below

Ladies and Gentlemen:

         Reference is made to that certain Amended and Restated Credit Agreement
dated as of February 26, 1999 (as amended and in effect immediately prior to the
date hereof, the "Credit  Agreement"),  by and among Regency Centers,  L.P. (the
"Borrower"),   Regency  Realty   Corporation   (the  "Parent"),   the  financial
institutions  party thereto and their  assignees under Section 12.8 thereof (the
"Lenders"),  Wells Fargo Bank, National Association, as Agent (the "Agent"), and
the Syndication  Agent,  Documentation  Agent and Managing Agents named therein.
Capitalized  terms used herein,  and not otherwise  defined  herein,  have their
respective meanings given them in the Credit Agreement.

         The  Borrower  previously  requested  and the Agent and Lenders  agreed
pursuant to a letter  agreement dated as of June 30, 1999 to extend the deadline
set forth in Section 8.25.(d)(i) by which the Parent is required to transfer its
general  partnership  interest in Retail Property  Partners Limited  Partnership
("RPPLP")  to the  Borrower  (or  cause the  merger  of RPPLP  with and into the
Borrower)  from June 30, 1999 to October 31, 1999.  The new deadline  expires on
October 31, 1999.

         The Borrower  hereby  requests  that the Agent and Lenders  extend such
deadline from October 31, 1999 to on or before December 31, 1999.

         Additionally, the Borrower requests that:

         (a) Section  8.14 of the Credit  Agreement  be amended by deleting  the
second  sentence  of Section  8.14 in its  entirety  and  replacing  it with the
following:

         "Except as permitted  in Section  8.23,  the Borrower  will not use any
proceeds of the Loans for the  purpose of  purchasing  or  carrying  any "margin
stock" within the meaning of Regulations U and X."

     (b) Section  8.23 of the Credit  Agreement  be amended by deleting  Section
8.23 in its entirety and replacing it with the following:

         "SECTION 8.23  Distributions.
                        -------------

                  If no Event of Default shall have occurred and be  continuing,
         none of the Parent,  the Borrower or any Subsidiary  (other than Wholly
         Owned  Subsidiaries)  shall directly or indirectly  declare or make, or
         incur any liability to make, any Restricted Payments other than:
                  (a)(i) distributions to its shareholders, partners or members,
         as  applicable,  and  (ii)  payments  made by the  Parent  to  purchase
         outstanding  shares  of the  common  stock of the  Parent  (other  than
         payments  described  in clause  (b)  below),  which  distributions  and
         payments in the aggregate shall not exceed 95% of Funds From Operations
         as of the end of each fiscal quarter for the four fiscal quarter period
         then ending;  provided,  however,  that any payments  made  pursuant to
         clause  (ii) above  shall not exceed 10% of Funds from  Operations  for
         such four quarter period

                  (b) other payments made by the Parent to purchase  outstanding
         shares of the common  stock of the Parent up to an amount  equal to the
         aggregate  net  proceeds  received  by the  Parent or the  Borrower  in
         connection  any  issuance by the Parent or the  Borrower  of  Preferred
         Stock (which  payments may be made with proceeds of Loans to the extent
         net  proceeds of such  Preferred  Stock  issuance  were used to make an
         optional prepayment of outstanding Loans); provided,  however, that any
         such  payments  made  pursuant  to this  clause (b) must be made within
         twelve months after the date of issuance of such Preferred Stock; and

                  (c)  distributions  of capital  gains  resulting  from certain
         asset sales to the extent necessary to maintain compliance with Section
         8.18.

         If an Event of Default under Section  10.1.(a)  shall have occurred and
         be  continuing  as a  result  of the  Borrower's  failure  to  pay  any
         principal of or interest on any of the Obligations, none of the Parent,
         the Borrower or any Subsidiary (other than  Wholly-Owned  Subsidiaries)
         shall directly or indirectly declare or make, or incur any liability to
         make, any Restricted Payments. If any other Event of Default shall have
         occurred  and be  continuing,  none of the Parent,  the Borrower or any
         Subsidiary  (other than Wholly Owned  Subsidiaries)  shall  directly or
         indirectly  declare  or  make,  or incur  any  liability  to make,  any
         Restricted  Payments except that the Parent may make  distributions  to
         its shareholders in the minimum amount necessary to maintain compliance
         with Section 8.18."

         To induce the Lenders to agree as requested  above,  the Borrower makes
the following  representations and warranties (the accuracy of which assumes the
Lenders have agreed as requested above):

     (i) no Default or Event of Default has occurred and is continuing; and

                  (ii)  the  representations  and  warranties  of  Borrower  and
         Guarantors  contained in the Loan Documents to which any is a party are
         true in all  material  respects  as of the date  hereof  except  to the
         extent (x) such representations or warranties specifically relate to an
         earlier  date or (y) such  representations  or  warranties  have become
         untrue by reason of events or conditions  otherwise permitted under the
         other Loan Documents.

         The Parent and the Borrower each confirms that this letter agreement is
a Loan Document.  Further,  the Parent and the Borrower each  acknowledges  that
this letter agreement  applies only to the Sections and definition of the Credit
Agreement  specifically  referred  to above and shall not be  construed  to be a
waiver or  amendment  of any of the other  terms and  conditions  of the  Credit
Agreement or any of the other Loan Documents.

         Each  reference to the Credit  Agreement  in any of the Loan  Documents
(including the Credit Agreement) shall be deemed to be a reference to the Credit
Agreement, as amended by this letter agreement.



<PAGE>


         This letter  agreement  may be executed  in  counterparts  and shall be
governed by and construed in accordance with the laws of the State of Georgia.

Very truly yours,

REGENCY CENTERS, L.P.

BY: Regency Realty Corporation, it general partner

By:
   Title:


REGENCY REALTY CORPORATION

By:
    Title:

                                          [Acceptance on Following Page]


<PAGE>


                  [Letter  Agreement  dated as of  October  29,  1999  regarding
Regency Centers, L.P.]

Agreed and Accepted:

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent

By:_________________________________________
     Name:__________________________________
     Title:_________________________________

WACHOVIA BANK, N.A.

By:_________________________________________
     Name:__________________________________
     Title:_________________________________

PNC BANK, NATIONAL ASSOCIATION

By:_________________________________________
     Name:__________________________________
     Title:_________________________________

CHASE BANK OF TEXAS, N.A.

By:_________________________________________
     Name:__________________________________
     Title:_________________________________

SUNTRUST BANK, ATLANTA

By:_________________________________________
     Name:__________________________________
     Title:_________________________________

LASALLE NATIONAL BANK

By:_________________________________________
     Name:__________________________________
     Title:_________________________________

BANK ONE, ARIZONA, NA, a national banking association

By:_________________________________________
     Name:__________________________________
     Title:_________________________________

FIRST UNION NATIONAL BANK


By:_________________________________________
     Name:__________________________________
     Title:_________________________________

COMMERZBANK AG, ATLANTA AGENCY

By:_________________________________________
     Name:__________________________________
     Title:_________________________________

AMSOUTH BANK

By:_________________________________________
     Name:__________________________________
     Title:_________________________________

SOUTHTRUST BANK, N.A.

By:_________________________________________
     Name:__________________________________
     Title:_________________________________

ING (U.S.) CAPITAL LLC

By:_________________________________________
     Name:__________________________________
     Title:_________________________________

STAR BANK, N.A.

By:_________________________________________
     Name:__________________________________
     Title:_________________________________

MELLON BANK, N.A.


By:_________________________________________
     Name:__________________________________
     Title:_________________________________