Brian Smith 



2008 AMENDED AND
RESTATED 



SEVERANCE AND CHANGE
OF CONTROL AGREEMENT 



        THIS
AGREEMENT, effective as of the 1st day of January, 2008, is by and between
REGENCY CENTERS CORPORATION, a Florida corporation (the “Company”) and
BRIAN M. SMITH (the “Employee”).  




        WHEREAS,
the Company and the Employee previously entered into an Amended and Restated Change in
Control Agreement, which by its terms expired on December 31, 2007 (the “Prior
Agreement”); and  




        WHEREAS,
to further induce the Employee to remain as an executive officer of the Company and a key
employee of one or more of the Regency Entities (as defined below), the Company and the
Employee desire to enter into this 2008 Amended and Restated Severance and Change Of
Control Agreement (the “Agreement”) to replace and supersede the Prior
Agreement; and  




        WHEREAS,
the parties agree that the restrictive covenants underlying certain of the Employee’s
obligations under this Agreement are necessary to protect the goodwill or other business
interests of the Regency Entities and that such restrictive covenants do not impose a
greater restraint than is necessary to protect such goodwill or other business interests.  




        NOW,
THEREFORE, in consideration of the premises and other good and valuable consideration,
including the Employee’s agreement to continue as an executive officer of the
Company and as an employee of one or more of the Regency Entities, the Employee’s
agreement to provide consulting services following termination of employment pursuant to
the terms hereof, and the restrictive covenants contained herein, the Employee and the
Company agree as follows:  




        1.     Definitions.
The following words, when capitalized in this Agreement,           shall have the
meanings ascribed below and shall supersede the meanings given to           any such
terms in any other award agreement or related plan document in effect           prior to
the date of this Agreement, including but not limited to the           definitions of
“Cause,” “Change of Control,” “Good           Reason” or
“Retirement”:  




                (a)               “Affiliate” shall
have the meaning given to such term in Rule           12b-2 of the General Rules and
Regulations of the Exchange Act.  




                (b)               “Average
Annual Cash Bonus” means the average of the annual           cash bonus, if any,
paid to the Employee with respect to the three calendar           years prior to
termination of employment (or the period of the Employee’s           employment, if
shorter).  




                (c)               “Base
Performance Share Value” means the fair market value as           of the date of
the Change of Control of the unvested shares underlying the           Employee’s
maximum performance share opportunity outstanding immediately           prior to the
Change of Control.  















                (d)               “Base
Restricted Share Value” means the fair market value as of           the date of
the Change of Control of the shares underlying all of the           Employee’s
unvested time-vesting restricted stock awards or stock rights           awards
outstanding immediately prior to the Change of Control (the “Base
          Restricted Share Value”).  




                (e)               “Board” means
the Board of Directors of the Company.  




                (f)               “Cause” means
the termination of the Employee’s employment           with the Company and all
Regency Entities by action of the Board or its delegate           for one or more of the
following reasons:  




	 	        (i)                    The
Employee is convicted of committing a felony under any state, federal or
               local law. For the purposes of this Agreement, conviction includes any
final                disposition of the initial charge which does not result in the
charges being                completely dismissed or in the Employee being completely
acquitted and absolved                from all liability, either criminal or civil;  







	 	        (ii)                    The
Employee materially breaches (A) this Agreement or (B) the
               Company’s policies and procedures, and the Employee fails to cure the
               breach, if capable of cure, within thirty (30) days after written notice
by the                Company of the breach;  







	 	        (iii)                    The
Employee engages in willful or gross misconduct or willful or gross
               negligence in performing the Employee’s duties, or fraud,
misappropriation                or embezzlement;  







	 	        (iv)                    The
Employee engages in conduct that, if known outside any of the Regency
               Entities, could reasonably be expected to cause harm to the reputation of
the                Company, and the Employee fails to cure the breach, if capable of
cure, within                thirty (30) days after written notice by the Company of the
breach; or  







	 	        (v)                    The
Employee fails to meet the reasonable expectations of management regarding
               performance of his or her duties, and the Employee fails to cure the
breach, if                capable of cure, within thirty (30) days after written notice
by the Company of                the breach.  







                (g)               “Change
of Control” means the occurrence of an event or series           of events which
qualify as a change in control event for purposes of Section           409A of the Code
and Treas. Reg. §1.409A-3(i)(5), including:  




	 	        (i)                    A
change in the ownership of the Company, which shall occur on the date that any
               one Person, or more than one Person Acting as a Group (as defined below),
other                than Excluded Person(s) (as defined below), acquires ownership of
the stock of                the Company that, together with the stock then held by such
Person or group,                constitutes more than fifty percent (50%) of the total
fair market value of the                stock of the Company. However, if any one Person
or more than one Person Acting                as a Group is considered to own more than
fifty (50%) of the total fair market                value of the stock of the Company,
the acquisition of additional stock by the                same Person or Persons is not
considered to cause a Change of Control.  








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	 	        (ii)                    A
change in the effective control of the Company, which shall occur on the date
               that:  







	 	        (1)
               Any one Person, or more than one
Person Acting as a Group, other than Excluded           Person(s), acquires (or has
acquired during the twelve (12) month period ending           on the date of the most
recent acquisition by such Person or Persons) ownership           of stock of the Company
possessing thirty percent (30%) or more of the total           voting power of the stock
of the Company. However, if any one Person or more           than one Person Acting as a
Group is considered to own more than thirty percent           (30%) of the total voting
power of the stock of the Company, the acquisition of           additional voting stock
by the same Person or Persons is not considered to cause           a Change of Control;
or  







	 	        (2)
                 A majority of the members of the
Board is replaced during any twelve (12) month           period by directors whose
appointment or election is not endorsed by a majority           of the members of the
Board prior to the date of the appointment or election.  







	 	        (iii)                    A
change in the ownership of a substantial portion of the Company’s assets,
               which shall occur on the date that any one Person, or more than one Person
               Acting as a Group, other than Excluded Person(s), acquires (or has
acquired                during the twelve (12) month period ending on the date of the
most recent                acquisition by such person or persons) assets from the Company
that have a total                Gross Fair Market Value (as defined below) equal to more
than fifty percent                (50%) of the total Gross Fair Market Value of all the
assets of the Company                immediately prior to such acquisition or
acquisitions, other than an Excluded                Transaction (as defined below).  







	 	
For
purposes of this Subsection (g):  






	 	        “Gross
Fair Market Value” means the value of the assets of the Company, or the value of
the assets being disposed of, as applicable, determined without regard to any liabilities
associated with such assets.  







	 	        Persons
will not be considered to be “Acting as a Group” solely because they
purchase or own stock of the Company at the same time, or as a result of the same public
offering, or solely because they purchase assets of the Company at the same time, or as a
result of the same public offering, as the case may be. However, Persons will be
considered to be Acting as a Group if they are owners of an entity that enters into a
merger, consolidation, purchase or acquisition of assets, or similar business transaction
with the Company.  








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	 	        The
term “Excluded Transaction” means any transaction in which assets are
transferred to: (A) a shareholder of the Company (determined immediately before the asset
transfer) in exchange for or with respect to its stock; (B) an entity, fifty percent
(50%) or more of the total value or voting power of which is owned, directly or
indirectly, by the Company (determined after the asset transfer); (C) a Person, or more
than one Person Acting as a Group, that owns, directly or indirectly, fifty percent (50%)
or more of the total value or voting power of all the outstanding stock of the Company
(determined after the asset transfer); or (D) an entity at least fifty percent (50%) of
the total value or voting power of which is owned, directly or indirectly, by a Person
described in clause (C) (determined after the asset transfer).  







	 	        The
term “Excluded Person(s)” means (A) the Company or any Regency
Entity, (B) a trustee or other fiduciary holding securities under an employee
benefit plan of the Company or any Regency Entity, (C) an underwriter temporarily
holding securities pursuant to an offering of such securities, or (D) a corporation
owned, directly or indirectly, by the shareholders of the Company in substantially the
same proportions as their ownership of stock in the Company.  







        The
term “Change of Control” as defined above shall be construed in
accordance Code Section 409A and the regulations promulgated there under.  




                (h)               “Code” means
the Internal Revenue Code of 1986, as amended.  




                (i)               “Exchange
Act” means the Securities Exchange Act of 1934, as           amended.  




                (j)               “Good
Reason” means any one or more of the following           conditions, but only if
(x) such condition was not consented to by the Employee           in advance or
subsequently ratified by the Employee in writing, (y) such           condition remains in
effect thirty (30) days after the Employee gives written           notice to the Board of
the Employee’s intention to terminate his or her           employment for Good
Reason, which notice specifically identifies such condition,           and (z) the
Employee gives the notice referred to in (y) above within ninety           (90) days of
the initial existence of such condition:  




	 	        (i)               any
material diminution of the Employee’s authority, duties or
          responsibilities;  







	 	        (ii)     
               a material diminution of the Employee’s base compensation;  







	 	        (iii)                    a
material diminution in the budget over which the Employee retains authority;  







	 	        (iv)                    a
material change in the geographic location at which the Employee must perform
               the Employee’s duties and responsibilities; or  







	 	        (v)                    any
other action or inaction by the Company that constitutes a material breach
               of this Agreement or any other agreement pursuant to which the Employee
provides                services to the Company.  








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                (k)               “Gross-Up
Termination Date” means September 19, 2010.  




                (l)               “Person” means
a “person” as used in Sections 3(a)(9)           and 13(d) of the Exchange Act
or any group of Persons acting in concert that           would be considered “persons
acting as a group” within the meaning of           Treasury Regulation §1.409A-3(i)(5).  




                (m)               “Prime
Rate” means an annual rate, compounding annually, equal           to the prime
rate, as reported in The Wall Street Journal on the date of the           Change of
Control, or if not reported on that date, the last preceding date on           which so
reported (the “Prime Rate”), which rate shall be           adjusted on
each January 1 to the Prime Rate then in effect and shall remain in           effect for
the year.  




                (n)               “Pro
Rata Portion of the Employee’s Annual Cash Bonus”          means the
portion, if any, of the Employee’s annual cash bonus for the           calendar year
of termination accrued through the date of termination of           employment.  




                (o)               “Qualifying
Retirement” means that the Employee has previously           delivered written
notice of Retirement to the Company and on the date of           Retirement the Employee
has satisfied the minimum applicable advance written           notice requirement set
forth below:  


	Age at

Voluntary Termination
	Number of Years of

Advance Notice

	58 or younger	3 years
	59	2 years
	60 or older	1 year






By way of illustration, and without
limiting the foregoing, if (i) the Employee is eligible to retire at age 59 after 10 years
of service, (ii) the Employee gives two years notice at age 58 that the Employee intends
to retire at age 60, and (iii) the Employee later terminates employment at age 59, then
the Employee’s retirement at age 59 would not constitute a Qualifying Retirement.
However, if (i) the Employee is eligible to retire at age 59 after 10 years of service,
(ii) the Employee gives two years notice at age 58 that the Employee intends to retire at
age 60, and (iii) the Employee terminates employment upon reaching age 60, then the
Employee’s retirement at age 60 would constitute a Qualifying Retirement. 



                (p)               “Regency
Entity” or “Regency Entities” means           the Company, its
Affiliates, and any other entities that along with the Company           is considered a
single employer pursuant to Section 414(b) or (c) of the Code           and the Treasury
regulations promulgated thereunder, determined by applying the           phrase “at
least 50 percent” in place of the phrase “at least 80           percent” each
place it appears in such Treasury regulations or Section           1563(a) of the Code.  




                (q)               “Retirement” the
Employee’s voluntary termination of           employment after (i) attaining age 65,
(ii) attaining age 55 with 10 years of           service as a full-time employee of the
Company or any of its Affiliates, or           (iii) attaining an age which, when
added to such years of service of the           Employee equals at least 75.  




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                (r)              “Separation
from Service” means the termination of the           Employee’s Employment
with the Company and all Regency Entities, provided           that, notwithstanding such
termination of the employment relationship between           the Employee and the Company
and all Regency Entities, the Employee shall not be           deemed to have had a
Separation from Service where it is reasonably anticipated           that the level of
bona fide services that the Employee will perform (whether as           an employee or
independent contractor) following such termination for the           Company and all
Regency Entities would be twenty percent (20%) or more of the           average level of
bona fide services performed by the Employee (whether as an           employee or
independent contractor) for the Company and all Regency Entities           over the
immediately preceding thirty-six (36) month period (or such lesser           period of
actual service). In such event, Separation from Service shall mean the
          permanent reduction of the level of bona fide services to be performed by the
          Employee (whether as an employee or independent contractor) to a level that is
          less than twenty percent (20%) of the average level of bona fide services
          performed by the Employee (whether as an employee or independent contractor)
          during the thirty-six (36) month period (or such lesser period of actual
          service) immediately prior to the termination of the Employee’s employment
          relationship. A Separation from Service shall not be deemed to have occurred if
          the Employee is absent from active employment due to military leave, sick
leave,           or other bona fide leave of absence if the period of such leave does not
exceed           the greater of (i) six months or (ii) the period during which the
          Employee’s right to reemployment by the Company or any Regency Entity is
          provided either by statute or contract.  




                (s)               “Specified
Employee” means an employee of the Company or any           Regency Entity who
is a “specified employee” as defined in Section           409A(a)(2)(b)(i) of
the Code and Treas. Reg. §1.409A-1(i). If the Employee           is a key employee
as of the applicable identification date, the Employee shall           be treated as a
Specified Employee for the 12-month period beginning on the           first day of the
fourth month following such identification date. The applicable           identification
date for purposes of this Agreement shall be September 30 of each           year.  




                (t)               “Unvested
Equity Award” has the meaning given to such term in           Section 5(a).  




                (u)               “Years
of Service” means the Employee’s total years of           employment with a
Regency Entity, including years of employment with an entity           that is acquired
by a Regency Entity prior to such acquisition.  




        2.     Term.
The term of this Agreement shall begin on the date hereof and end           at 11:59 p.m.
on December 31, 2010, and thereafter shall automatically renew for           successive
three-year terms unless either party delivers written notice of           non-renewal to
the other party within 90 days prior to the end of the then           current term;
provided, however, that if a Change of Control has occurred during           the original
or any extended term (including any extension resulting from a           prior Change of
Control), the term of the Agreement shall end no earlier than 24           calendar
months after the end of the calendar month in which the Change of           Control
occurs.  




        3.     Severance.
Except in circumstances in which the Employee would be           entitled to payments and
benefits in connection with a Change of Control as           provided in Section 4 below,
in the event that during the term of this Agreement           the Employee has a
Separation from Service as a result of the Company           terminating the Employee’s
employment without Cause or the Employee           terminating the Employee’s
employment for Good Reason:  




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                (a)               The
Company shall pay to the Employee an amount equal to the sum of           (i) eighteen
(18) months of the Employee’s base monthly salary in           effect on the date
the Employee’s employment terminates, (ii) one           hundred fifty percent
(150%) of  the Employee’s Average Annual Cash           Bonus, plus (iii) if
approved by the Compensation Committee of the Board, a Pro           Rata Portion of the
Employee’s Annual Cash Bonus, if any. Subject to           Section 9 below, payment
shall be made in a lump sum sixty (60) days following           the Employee’s
Separation from Service.  




                (b)               The
Employee and such of the Employee’s dependents as are participating as           of
the date of the Employee’s termination (“Covered           Dependents”)
shall be entitled to continue to participate in the major           medical and dental
benefit plans sponsored and maintained by the Company from           time to time for its
employees on the same basis and at the same cost to the           Employee as active
employees of the Company and their dependents for a maximum           period equal to the
number of months for which the Company is obligated to pay           the Employee’s
base salary pursuant to Section 3(a) above. Should the           Employee for himself or
herself or his or her Covered Dependents elect to           continue participation in the
Company’s plans, the end of such continued           participation, rather than the
termination of the Employee’s employment,           shall be considered the
qualified event for purposes of the Employee’s and           the Covered Dependents’ right
to elect COBRA continuation coverage at their           own expense. The foregoing
notwithstanding, the right of the Employee to           continue to participate in such
programs shall terminate as of the date that the           Employee is first eligible to
participate in a major medical benefit program           maintained by a successor
employer, and the right of the Employee’s           dependents to participate in
such programs shall terminate as of the date that           such dependents are first
eligible to participate in an alternative employer           sponsored major medical
benefit program. As a condition to the Employee’s           rights under this
Section 3(b), the Employee agrees to promptly notify the           Company if either the
Employee or his or her dependents who continue to           participate in the Company’s
major medical and dental benefit plans become           eligible for alternative employer
sponsored major medical benefit coverage.  




        4.     Change
of Control — Severance. In the event that during the term of           this
Agreement the Company terminates the Employee’s employment without           Cause
or the Employee terminates the Employee’s employment for Good Reason,           in
each case within two years following a Change of Control, the following
          provisions shall apply:  




                (a)               The
Company shall pay to the Employee an amount equal to the sum of           (i) twenty-four
(24) months of the Employee’s monthly base salary in           effect on the date
the Employee’s employment terminates, (ii) two           hundred percent (200%)
of  the Employee’s Average Annual Cash Bonus,           plus (iii) if approved
by the Compensation Committee of the Board, a Pro Rata           Portion of the Employee’s
Average Annual Cash Bonus, if any. Subject to           Section 9 below, payment shall be
made in a lump sum sixty (60) days following           the Employee’s Separation
from Service.  




                (b)               The
Employee and such of the Employee’s dependents as are participating as           of
the date of the Employee’s termination (“Covered           Dependents”)
shall be entitled to the medical continuation benefits           specified in Section
3(b) above for a maximum period equal to the number of           months for which the
Company is obligated to pay the Employee’s base salary           pursuant to Section
4(a) above.  




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                (c)               All
unvested stock options will fully vest on the date of Employee’s
          termination of employment. All unvested restricted stock held by the Company on
          the Employee’s behalf, all unvested stock rights awards, and all unvested
          performance share awards will fully vest on the date of the Employee’s
          termination of employment and will be distributed to the Employee within thirty
          (30) days of Employee’s Separation from Service.  




                (d)               If
the Employee’s unvested Equity Awards have been exchanged pursuant to
          Section 5(c) for the right to receive a contingent cash payment based on the
          Base Restricted Share Value or a contingent cash payment based on the Base
          Performance Share Value, subject to Section 9 below, the Employee shall receive
          a cash payment made in a lump sum sixty (60) days following the Employee’s
          Separation from Service equal to any portion of the unpaid Base Restricted
Share           Value and/or the unpaid Base Performance Share Value, as the case may be,
that           has not been paid pursuant to Section 5(c), together with accrued but
unpaid           interest at the Prime Rate on such unpaid amount from the date of the
Change of           Control to the date of payment. For the sake of clarity, if Section
5(c)           applies, the Employee shall be entitled to a cash payment pursuant to this
          Section 4(d) but shall not receive any stock pursuant to Section 4(c).  




        5.     Change
of Control – Stock Rights Where There is No Termination of           Employment.  




                (a)               Except
as otherwise provided in Sections 5(b) and 5(c) below (or in Sections           4(c) or
4(d), if applicable), the occurrence of a Change in Control shall not           impact
any existing unvested stock options, restricted stock or stock rights           awards or
performance share awards (collectively, “Unvested Equity           Awards”)
unless such rights are cashed out pursuant to the terms of the           applicable
merger agreement or other agreement(s) pursuant to which such Change           in Control
is effected.  




                (b)               If
immediately after a Change of Control the Company no longer exists because of           a
reorganization, merger, consolidation, combination or other similar corporate
          transaction or event, but the stock underlying performance shares (after giving
          effect to such corporate transaction or event) is readily tradable on an
          established securities market, then notwithstanding anything to the contrary
          contained in the related plan or award agreement, all of the Employee’s
          outstanding unvested performance share awards shall be converted to
time-vesting           stock rights awards and shall cliff vest in their entirety on the
last day of           the performance period, provided that the Employee remains employed
by the           Company’s successor or an Affiliate thereof on the date of vesting.  




                (c)               If
the stock underlying Unvested Equity Awards is not readily tradable on an
          established securities market immediately after the Change of Control (after
          giving effect to any conversion, exchange or replacement pursuant to the
          applicable plan or award agreement of the stock underlying Unvested Equity
          Awards as a result of a reorganization, merger, consolidation, combination or
          other similar corporate transaction or event), notwithstanding anything to the
          contrary contained in the related plan or award agreement, all of the
          Employee’s outstanding Unvested Equity Awards shall be cancelled and, in
          consideration for the cancellation of such awards, the Employee shall receive:  




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	 	        (i)                    a
cash payment equal to (x) the fair market value of the shares underlying all
               of the Employee’s unvested stock options as of the date of the Change
of                Control less (y) the aggregate exercise price of such stock options,
such cash                payment to be made within thirty (30) days after the Change of
Control;  







	 	        (ii)                    a
deferred contingent cash payment equal to (x) the Base Restricted Share Value,
               plus (y) interest on the unpaid Base Restricted Share Value from the date
of the                Change of Control to the date of payment at the Prime Rate, such
cash payment of                the Base Restricted Share Value to be made in installments
on the applicable                vesting dates with respect to the number of shares that
would have been issued                on that vesting date, plus all accrued but unpaid
interest on the unpaid Base                Restricted Share Value through such vesting
date, provided that the Employee                remains employed by the Company or its
successor or an Affiliate thereof on the                date of vesting; and  







	 	        (iii)                    a
deferred contingent cash payment equal to (x) the Base Performance Share
               Value, plus (y) interest on the unpaid Base Performance Share Value from
the                date of the Change of Control to the date of payment at the Prime
Rate, such                cash payment of the Base Performance Share Amount to be made in
annual                installments on the last day of each year with respect to the
number of the                shares that would have vested on that date, assuming the
unvested performance                shares underlying the Employee’s maximum
performance share opportunity                outstanding immediately prior to the Change
of Control had become time-vesting                shares that vested in equal annual
installments on the last day of each year of                the performance period
remaining after the Change of Control, plus all accrued                but unpaid
interest on the unpaid Base Performance Share Amount, provided that                the
Employee remains employed by the Company or its successor or an Affiliate
               thereof on the date of vesting.  







        6.     Change
of Control – Excise Tax.  




                (a)               If
in the opinion of Tax Counsel (as defined in Section 6(c)) the Employee will           be
subject to an excise tax under Code Section 4999 with respect to some portion
          of the payments to be made by the Company to the Employee following a
          termination of the Employee’s employment, under this Agreement or
          otherwise, then the following will apply:  




	 	        (i)                    If
such termination occurs prior to the Gross-Up Termination Date and the
               aggregate present value of all payments which would be taken into account
for                purposes of determining the amount of the excise tax, if any, payable
by the                Employee under Code Section 4999 (“280G Payments”)
is greater                than 330% of the Employee’s “base amount” for
purposes of Code                Section 280G (“Base Amount”), then the
Company shall pay to the                Employee within thirty (30) days after such
determination (and in all events                prior to March 15 of the year following
the year of termination) an additional                amount (the “Gross-Up
Payment”) equal to the sum of the                Employee’s excise tax
liability with respect to such 280G Payments and the                Gross-Up Payment.
Such Gross-Up Payment is intended to compensate the Employee                with respect
to such excise tax liability, but not to compensate the Employee                with
respect to any federal or state income tax liability with respect to either
               the 280G Payments or the Gross-Up Payment.  








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	 	        (ii)                    If
such termination occurs on or after the Gross-Up Termination Date or if the
               aggregate present value of all 280G payments is less than or equal to 330%
of                the Employee’s Base Amount, then the Company and the Employee
agree that                the amount of payments to be made by the Company to the
Employee under this                Agreement shall be reduced such that the present value
of all payments to be                received by the Employee that would be considered to
be “parachute                payments” for purposes of Section 280G of the Code
is reduced to 299.99% of                the Employee’s Base Amount (“Scaled
Back Amount”).  







                (b)               If
there is a final determination, pursuant to a binding, irrevocable agreement
          between the Employee and the Internal Revenue Service or pursuant to a final,
          non-appealable order of a court of competent jurisdiction, that the amount of
          the excise tax payable by the Employee is greater than the excise tax amount
          used in computing the Gross-Up Payment, then the Company shall pay to the
          Employee within thirty (30) days of such determination (and in all events prior
          to the end of the calendar year following the calendar year in which Employee
          pays such additional excise tax amount) an additional payment           (“Supplemental
Gross-Up Payment”) equal to the amount of such           additional excise tax
and any any interest charges or penalties payable           pursuant to such final
determination. If under such final determination the           amount of the excise tax
ultimately payable by the Employee is less than the           amount of excise tax used
in computing the Gross-Up Amount, then the Employee           shall refund to the Company
an amount equal to the difference between the excise           tax used in computing the
Gross-Up Amount and the actual amount of the excise           tax payable by the
Employee.  




                (c)               For
purposes of this Section 6, within sixty (60) days after delivery of a           written
notice of termination by the Employee or by the Company pursuant to this
          Agreement within two years of a Change in Control with respect to the Company
          (or, if an event other than termination of employment results in payment of
          parachute payments under Section 280G and it is reasonably possible that such
          parachute payments could result in an excise tax, with sixty (60) days after
          such other event), the Company shall obtain, at its expense, the opinion (which
          need not be unqualified) of nationally recognized tax counsel (“Tax
          Counsel”) selected by the Compensation Committee of the Board, which
          sets forth (i) the “base amount” within the meaning of Section 280G;
          (ii) the aggregate present value of the payments in the nature of compensation
          to the Employee as prescribed in Section 280G(b)(2)(A)(ii); and (iii) the
amount           and present value of any “excess parachute payment” within the
meaning           of Section 280G(b)(1). For purposes of such opinion, the value of any
non-cash           benefits or any deferred payment or benefit shall be determined by the
          Company’s independent auditors in accordance with the principles of
Section           280G and regulations thereunder, which determination shall be evidenced
in a           certificate of such auditors addressed to the Company and the Employee.
Such           opinion shall be addressed to the Company and the Employee and shall be
binding           upon the Company and the Employee.  




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        7.     Plan
of Liquidation. If the shareholders of the Company approve a           complete plan
of liquidation or dissolution of the Company (“Approved           Liquidation Plan”),
all Unvested Equity Awards will fully vest on the           date of such approval. Shares
of Common Stock that so vest will be deemed           outstanding as of the close of
business on the date of such approval, and           certificates representing such
shares shall be delivered to the Employee as           promptly as practicable
thereafter. In addition, unless the Approved Plan shall           have been rescinded, if
the Company terminates the Employee’s employment           without Cause or the
Employee terminates the Employee’s employment for Good           Reason in each case
following shareholder approval of the Approved Liquidation           Plan, then the
Employee shall receive the benefits provided in Sections 4(a) and           4(b).  




        8.     Retirement
and Performance Shares. If the Employee’s termination of           employment
constitutes a Qualifying Retirement, the Employee shall receive the           benefits
provided in Section 4(c) with respect to unvested stock options,           restricted
stock and stock rights awards. Notwithstanding anything to the           contrary in any
related plan or award agreement, the Employee shall be entitled           to exercise all
vested stock options until the earlier of (a) three years after           the date of
Qualifying Retirement, and (b) the original term of the option. Upon           Retirement
or Qualifying Retirement, the Employee shall continue to have the           right to earn
unvested performance shares upon the achievement of the applicable           performance
goals over any remaining performance period, as if the           Employee’s
employment had not been terminated.  




        9.     Death
and Disability. In no event shall a termination of the           Employee’s
employment due to death or Disability constitute a termination           by the Company
without Cause or a termination by the Employee for Good Reason;           however, upon
termination of employment due to the Employee’s death or           Disability, the
Employee’s estate or the Employee, as applicable, shall           receive the
benefits provided in Section 4(c) with respect to unvested stock           options,
restricted stock and stock rights awards and, in addition, the           Employee’s
estate or the Employee, as applicable, shall continue to have           the right to earn
unvested performance shares upon the achievement of the           applicable performance
goals over any remaining performance period, as if the           Employee’s
employment had not been terminated. Notwithstanding anything to           the contrary in
any related plan or award agreement, (a) the Employee’s           estate shall be
entitled to exercise all vested stock options until the earlier           of (i) three
years after termination of employment due to death, and (ii) the           original term
of the option, and (b) the Employee shall be entitled to exercise           all vested
stock options until the earlier of (i) one year after termination of           employment
due to Disability, and (ii) the original term of the option. For           purposes of
this Agreement, the Employee shall be deemed terminated for           Disability if the
Employee is (or would be if a participant) entitled to           long-term disability
benefits under the Company’s disability plan or policy           or, if no such plan
or policy is in place, if the Employee has been unable to           substantially perform
his or her duties, due to physical or mental incapacity,           for 180 consecutive
days.  




        10.     Payments
to Specified Employees. Notwithstanding any other Section of           this
Agreement, if Employee is a Specified Employee at the time of           Employee’s
Separation from Service, payments or distribution of property to           Employee
provided under this Agreement, to the extent considered amounts           deferred under
a non-qualified deferred compensation plan (as defined in Section           409A of the
Code) shall be deferred until the six-month anniversary of such           Separation from
Service to the extent required in order to comply with Section           409A of the Code
and Treasury Regulation 1.409A-3(i)(2).  




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        11.     Reductions
in Base Salary. For purposes of this Agreement, in the event           there is a
reduction in the Employee’s base salary that would constitute           the basis
for a termination for Good Reason, the base salary used for purposes           of
calculating the severance payable pursuant to Sections 3(a) or 4(a), as the
          case may be, shall be the amounts in effect immediately prior to such
reduction.  




        12.     Other
Payments and Benefits. On any termination of employment, including,           without
limitation, termination due to the Employee’s death or Disability           (as
defined in Section 9) or for Cause, the Employee shall receive any accrued           but
unpaid salary, reimbursement of any business or other expenses incurred           prior
to termination of employment but for which the Employee had not received
          reimbursement, and any other rights, compensation and/or benefits as may be due
          the Employee in accordance with the terms and provisions of any agreements,
          plans or programs of the Company (but in no event shall the Employee be
entitled           to duplicative rights, compensation and/or benefits).  




        13.     Mitigation.
Except as provided in Sections 3(b) and 4(b) with respect to           major medical
benefits and Section 6 with respect to the Scaled Back Amount, the           Employee
shall not be required to mitigate the amount of any payments or           benefits
provided to the Employee hereunder by securing other employment or           otherwise,
nor will such payments and/or benefits be reduced by reason of the           Employee
securing other employment or for any other reason.  




        14.     Release.
Notwithstanding any provision herein to the contrary, the           Company shall not
have any obligation to pay any amount or provide any benefit,           as the case may
be, under this Agreement, unless and until (a) the Employee           executes (i) a
release of the Regency Entities, in such form as the Company may           reasonably
request, of all claims against the Regency Entities relating to the           Employee’s
employment and termination thereof, and (ii) an agreement to           continue to comply
with, and be bound by, the provisions of Section 15 hereof,           and (b) the
expiration of any applicable waiting or revocation periods related           to such
release and agreement.  




        15.     Restrictive
Covenants and Consulting Arrangement.  




                (a)               The
Employee will not use or disclose any confidential information of any           Regency
Entity without the Company’s prior written consent, except in           furtherance
of the business of the Regency Entities or except as may be required           by law.
Additionally, and without limiting the foregoing, the Employee agrees           not to
participate in or facilitate the dissemination to the media or any other           third
party (i) of any confidential information concerning any Regency Entity or           any
employee of any Regency Entity, or (ii) of any damaging or defamatory
          information concerning the Employee’s experiences as an employee of any
          Regency Entity, without the Company’s prior written consent except as may
          be required by law. Notwithstanding the foregoing, this Section 15(a) does not
          apply to information which is already in the public domain through no fault of
          the Employee.  




                (b)               During
the Employee’s employment and during the one-year period after the
          Employee ceases to be employed by any of the Regency Entities, the Employee
          agrees that:  




	 	        (i)                    the
Employee shall not directly or knowingly and intentionally through another
               party recruit, induce, solicit or assist any other Person in recruiting,
               inducing or soliciting (A) any other employee of any Regency Entity
to                leave such employment or (B) any other Person with which any
Regency Entity                was actively conducting negotiations for employment to
cease such negotiations                on the date of termination of the Employee’s
employment (the                “Termination Date”);  








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	 	        (ii)                    the
Employee shall not personally solicit, induce or assist any other Person in
               soliciting or inducing (A) any tenant in a shopping center of any Regency
Entity                that was a tenant on the Termination Date to terminate a lease, or
(B) any                tenant, property owner, joint venture partner or
build-to-suit customer with                whom any Regency Entity had a lease,
acquisition contract, business combination                contract, joint venture
agreement or development contract on the Termination                Date to terminate
such lease or other contract, or (C) any prospective                tenant, property
owner, joint venture partner or build-to-suit customer with                which any
Regency Entity was actively conducting negotiations on the Termination
               Date with respect to a lease, acquisition, business combination, joint
venture                or development project to cease such negotiations, unless the
Employee was not                aware that such negotiations were being conducted.  







                (c)               For
a six month period following any termination of employment, the Employee           agrees
to make himself available and, as requested by the Company from time to           time,
to provide consulting services with respect to any projects the Employee           was
involved in prior to such termination and/or to provide such other           consulting
services as the Company may reasonably request. The Employee will be           reimbursed
for reasonable travel and miscellaneous expenses incurred in           connection with
the provision of consulting services hereunder. The Company will           provide the
Employee reasonable advance notice of any request to provide           consulting
services, and will make all reasonable accommodations necessary to           prevent the
Employee’s commitment hereunder from materially interfering           with the
Employee’s employment obligations, if any. In no event will the           Employee
be required to provide more than 20 hours of consulting services in any           one
month to the Company pursuant to this provision.  




                (d)               The
parties agree that any breach of this Section 15 will result in irreparable
          harm to the non-breaching party which cannot be fully compensated by monetary
          damages and accordingly, in the event of any breach or threatened breach of
this           Section 15, the non-breaching party shall be entitled to injunctive
relief.           Should any provision of this Section 15 be determined by a court of law
or           equity to be unreasonable or unenforceable, the parties agree that to the
extent           it is valid and enforceable, they shall be bound by the same, the
intention of           the parties being that the parties be given the broadest
protection allowed by           law or equity with respect to such provision.  




                (e)               The
provisions of this Section 15 shall survive the termination of this           Agreement.  




        16.     Withholding.
The Company shall withhold from all payments to the Employee           hereunder all
amounts required to be withheld under applicable local, state or           federal income
and employment tax laws.  




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        17.     Dispute
Resolution. Any dispute, controversy or claim between the Company           and the
Employee or other person arising out of or relating to this Agreement           shall be
settled by arbitration conducted in the City of Jacksonville, Florida,           in
accordance with the National Rules for the Resolution of Employment Disputes           of
the American Arbitration Association then in force and Florida law within 30
          days after written notice from one party to the other requesting that the
matter           be submitted to arbitration; provided that this Section 17 shall not
apply to,           and the Company shall be free to seek, injunctive or other equitable
relief with           respect to any actual or threatened violation by the Employee of
his or her           obligations under Section 15 hereof in any court of competent
jurisdiction. The           arbitration decision or award shall be binding and final upon
the parties. The           arbitration award shall be in writing and shall set forth the
basis thereof. The           parties hereto shall abide by all awards rendered in such
arbitration           proceedings, and all such awards may be enforced and executed upon
in any court           having jurisdiction over the party against whom enforcement of
such award is           sought. The Company agrees to reimburse the Employee for all
costs and expenses           (including, without limitation, reasonable attorneys’ fees,
arbitration and           court costs and other related costs and expenses) the Employee
reasonably incurs           as a result of any dispute or contest regarding this
Agreement and the           parties’ rights and obligations hereunder if, and when,
the Employee           prevails on at least one material claim; otherwise, each party
shall be           responsible for its own costs and expenses.  




        18.     Miscellaneous.
This Agreement shall be construed and enforced in           accordance with the laws of
the State of Florida (exclusive of conflict of law           principles). In the event
that any provision of this Agreement shall be invalid,           illegal or
unenforceable, the remainder shall not be affected thereby. This           Agreement
supersedes and terminates any prior employment agreement, severance           agreement,
change of control agreement or non-competition agreement between the           Company
and the Employee. It is intended that the payments and benefits provided           under
this Agreement are in lieu of, and not in addition to, termination,           severance
or change of control payments and benefits provided under the           Company’s
other termination or severance plans, policies or agreements, if           any. This
Agreement shall be binding upon and inure to the benefit of the           Employee and
the Employee’s heirs and personal representatives and the           Company and its
successors, assigns and legal representatives. Headings herein           are inserted for
convenience and shall not affect the interpretation of any           provision of the
Agreement. References to sections of the Exchange Act or the           Code, or rules or
regulations related thereto, shall be deemed to refer to any           successor
provisions, as applicable. The Company will require any successor           (whether
direct or indirect, by purchase, merger, consolidation, or otherwise)           to
expressly assume and agree to perform under this Agreement in the same manner
          and to the same extent that the Company would be required to perform if no such
          succession had taken place. This Agreement may not be terminated, amended, or
          modified except by a written agreement executed by the parties hereto or their
          respective successors and legal representatives.  




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        IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first above written.  


		REGENCY CENTERS CORPORATION
		

By: /s/ Martin E. Stein 
		        Martin E. Stein
		        Its: Chairman & Chief Executive Officer
		


BRIAN M. SMITH
		

/s/ Brian M. Smith 
















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