[Footnote Continued From Previous Page]

                                             [Footnote Continued On Next Page]
ATL01/10574409v1

                                 August 30, 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  has  informed  the Lenders  that the Borrower  intends to
amend  and  restate  its  Second  Amended  and  Restated  Agreement  of  Limited
Partnership  dated as of March 5,  1998 to  provide  for a  variety  of  matters
including,  (a) revising the allocations of income and loss in a manner designed
to reduce the problem of phantom income by causing allocations of taxable income
to more clearly match the amount of cash  distributed to the consenting  Limited
Partners;  (b)  permitting  the issuance of  Preferred  Units from time to time,
subject to certain  limitations;  (c) through  December  31,  2004,  restricting
transfers of  Partnership  Interests  which would cause the  Partnership to have
more than 100 partners for purposes of determining  whether the Partnership is a
"publicly   traded   partnership";   and  (d)   establishing  the  form  of  the
Partnership's  Fourth Amended and Restated Agreement of Limited Partnership (the
"UPREIT  Agreement")  to be  effective  when the Parent  directly or  indirectly
contributes all of its assets to the Borrower, causing the Borrower to become an
"UPREIT";  all as more  particularly  described  in the letter from the Borrower
addressed  to the Agent and  Lenders  attached  hereto as Exhibit A. The Lenders
hereby agree that notwithstanding Sections 8.8 and 8.22 of the Credit Agreement,
the Borrower may amend and restate its Second Amended and Restated  Agreement of
Limited Partnership by incorporating the amendments  described on Exhibit A into
the Third Amended and Restated  Agreement of Limited  Partnership and the Fourth
Amended and Restated Agreement of Limited Partnership.


         The  Borrower  also  requests  that the Credit  Agreement be amended by
deleting  Section  8.8  therein  in its  entirety  and  replacing  it  with  the
following,   which  amendment  will  permit  certain  amendments,   supplements,
restatements and other nonmaterial modifications to the Parent's, the Borrower's
and each Guarantor's  articles of incorporation,  by-laws,  operating agreement,
partnership  agreement or other organizational or constituent  documents without
the prior  written  consent of the Lenders as is currently  permitted in Section
8.22 of the Credit Agreement:

         "SECTION 8.8      Modifications to Material Contracts.

                  Except as otherwise provided in Section 8.22, the Borrower and
         the Parent shall not enter into,  or permit any other  Guarantor or any
         other  Subsidiary  of the  Parent  to  enter  into,  any  amendment  or
         modification to any Material  Contract or default in the performance of
         any obligations of the Parent, the Borrower, any other Guarantor or any
         other  Subsidiary of the Parent in any Material  Contract or permit any
         Material  Contract  to be canceled  or  terminated  prior to its stated
         maturity."

         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  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.

         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, its general partner

By:
   Title:


REGENCY REALTY CORPORATION

By:
    Title:

                         [Acceptance on Following Page]


<PAGE>


                  [Letter  Agreement  dated  as of  August  __,  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:_________________________________

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:_________________________________