EXECUTION VERSION 2 



CONFIRMATION


	Date:	March 30, 2005
	
To:	Regency Centers Corporation
		121 West Forsyth Street
		Suite 200
		Jacksonville, FL 32202
	
Telefax No.:	904-598-3428
	
Attention:	Bruce Johnson
	
From:	Citibank, N.A.
	
Telefax No.:	212-615-8985




Transaction Reference
Number:   E05-00609 




        The
purpose of this letter agreement (this “Confirmation”) is to confirm the
terms and conditions of the Transaction entered into between Regency Centers Corporation
(“Counterparty”) and Citibank, N.A. (“Citibank”) on the
Trade Date specified below (the “Transaction”). This Confirmation
constitutes a “Confirmation” as referred to in the ISDA Master Agreement
specified below. 



        This
Confirmation evidences a complete binding agreement between you and us as to the terms of
this Transaction. This Confirmation, together with all other documents referring to the
ISDA Agreement (as defined below) (each a “Confirmation”) confirming
transactions (each a “Transaction”) entered into between you and us
(notwithstanding anything to the contrary in a Confirmation), shall supplement, form a
part of, and be subject to an agreement in the form of the 1992 ISDA Master Agreement
(Multicurrency-Cross Border) (the “ISDA Agreement”) in the form published
by the International Swaps and Derivatives Association, Inc. (“ISDA”) as
if we had executed an agreement in such form (with a Schedule that elected a Termination
Currency of U.S. Dollars (“USD”)) on the Trade Date of the first such
Transaction between you and us. A copy of the ISDA Agreement has been, or promptly after
the date hereof will be, delivered to you. 



        The
definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the
“Definitions”) as published by ISDA are incorporated into this
Confirmation. 



        THIS
CONFIRMATION WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE. THE PARTIES HERETO IRREVOCABLY
SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED
STATES COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WITH ALL MATTERS RELATING
HERETO AND WAIVE ANY OBJECTION TO THE LAYING OF VENUE IN, AND ANY CLAIM OF INCONVENIENT
FORUM WITH RESPECT TO, THESE COURTS. 



        1.              In
the event of any inconsistency between this Confirmation, on the one hand,           and
the Definitions or the ISDA Agreement, on the other hand, this Confirmation
          will govern.  














        2.              Each
party will make each payment specified in this Confirmation as being           payable by
such party, not later than the due date for value on that date in the           place of
the account specified below or otherwise specified in writing, in           freely
transferable funds and in a manner customary for payments in the required
          currency.  




        3.     Confirmations: 




        This
Confirmation and the ISDA Agreement shall constitute the written agreement between
Counterparty and Citibank with respect to this Transaction. 



        The
terms of the particular Transaction to which this Confirmation relates are as follows: 


	Trade Date:	March 30, 2005
	
Seller:	Counterparty
	
Buyer:	Citibank
	
Shares:	The common stock, $0.01 par value per share, of Regency
		Centers Corporation (Symbol: "REG").
	
Number of Shares:	3,750,000; provided that, if the underwriters exercise
		their option to purchase additional Shares under Section
		2(b) of the Underwriting Agreement (as defined below), the
		Number of Shares shall be increased by the number of Shares
		for which such option was exercised, effective if and only
		if the delivery and payment for the Option Securities (as
		defined in the Underwriting Agreement) shall be made on the
		settlement date therefor.
	
Initial Forward Price:	$46.60 per Share
	
Forward Price:	As of any day, the Initial Forward Price plus the Forward
		Interest Amount minus the Expected Dividend Amount.
		WHERE:
		"Forward Interest Amount" means interest on the Initial
		Forward Price for the period from and including the third
		Scheduled Trading Day following the Trade Date to but
		excluding the Settlement Date or Cash Settlement Payment
		Date, as applicable, at a per annum rate equal to the
		Federal Funds Open Rate minus the Fixed Charge for each day
		in that period, compounded on each such day and calculated
		on an Actual/360 basis.













	
 	"Expected Dividend Amount" means the sum of, for each
		Expected Dividend with an Expected Dividend Record Date (as
		defined below) occurring on or before the relevant
		Settlement Date or Cash Settlement Payment Date, as
		applicable, such Expected Dividend plus interest thereon
		for the period, if any, from and including the related
		Expected Dividend Payment Date (as defined below) to but
		excluding such Settlement Date or Cash Settlement Payment
		Date at a per annum rate equal to the Federal Funds Open
		Rate minus the Fixed Charge for each day in that period,
		compounded on each such day and calculated on an Actual/360
		basis.
	
 	"Expected Dividend" means USD 0.55 per Share per calendar
		quarter (or zero in the case of the calendar quarter ending
		March 31, 2005), based on an expected quarterly dividend
		payment date deemed to occur on every 1st of March, 1st of
		June, 30th of August and 29th of November (each an
		"Expected Dividend Payment Date") with a record date deemed
		to occur on every 15th of February, 18th of May, 16th of
		August and 15th of November (each an "Expected Dividend
		Record Date").
	
 	"Federal Funds Open Rate" means with respect to any day,
		the opening federal funds rate quoted on Bloomberg
		Financial Markets as of such day (or, if that day is not a
		Business Day, the next preceding Business Day); provided
		that if no such rate appears on such Business Day, the
		Calculation Agent shall determine the rate in a
		commercially reasonable manner from any publicly available
		source (including any Federal Reserve Bank).
	
 	"Fixed Charge" means the sum of the Spread and the Borrow
		Cost.
	
 	"Spread" means 50 basis points per annum.
	
 	"Borrow Cost" means 20 basis points per annum.
	
 	"Business Day" means any day on which the commercial banks
		are open for general business (including dealings in
		foreign exchange and foreign currency deposits) in New York
		City.
	
Prepayment:	Not Applicable
	
Variable Obligation:	Not Applicable
	
Exchange:	New York Stock Exchange













	
Related Exchanges:	All Exchanges
	
Calculation Agent:	Citibank, which shall make all calculations, adjustments
		and determinations required pursuant to this Transaction in
		a commercially reasonable manner, and such calculations,
		adjustments and determinations shall be binding absent
		manifest error.
	
Accelerated Unwind:	Counterparty may, by providing Citibank at least 5 calendar
		days' notice, irrevocably elect to accelerate the Initial
		Pricing Date or Settlement Date, as applicable, for all or
		a portion of the Number of Shares (such portion of the
		Number of Shares specified in such notice, "Unwind Shares")
		to a Scheduled Trading Day specified by Counterparty in
		such notice, where settlement of such Unwind Shares shall
		occur in accordance with Paragraph 5 ("Settlement Terms")
		below. The Initial Pricing Date or Settlement Date, as
		applicable, for the remaining Number of Shares after
		reduction for the aggregate Unwind Shares shall be as
		specified below.






        4.    
Valuation:  




	Valuation Time:	As provided in Section 6.1 of the Equity Definitions.
	
Initial Pricing Date:	Subject to "Accelerated Unwind" above, August 1, 2005.
	
Pricing Periods:	Each period commencing on an Initial Pricing Date and
		ending on the Scheduled Trading Day on which the Priced
		Shares for such Pricing Period equals the Number of Shares
		or Unwind Shares, as applicable, for such Pricing Period.
	
 	For any day in a Pricing Period, "Priced Shares" means (i)
		where Cash Settlement is applicable to such Pricing Period,
		the number of Shares purchased by or on behalf of Citibank
		to close out its hedge of this Transaction that settle on
		such day and (ii) where Net Share Settlement is applicable
		to such Pricing Period, the number of Shares purchased by
		or on behalf of Citibank to close out its hedge of this
		Transaction that settle on such day multiplied by the
		Settlement Price for such day divided by the Forward Price
		for such day.
	
 	In the event that Citibank reasonably concludes in good
		faith that it is appropriate with respect to any legal,
		regulatory or self-regulatory requirements or related
		policies and procedures (whether or not such requirements,
		policies or procedures are imposed by law or have been
		voluntarily adopted by Citibank), for it to refrain from
		purchasing Shares or to limit its purchases of Shares on
		any day, the Pricing Period shall be suspended for, or
		Citibank shall be entitled to limit its purchases on, such
		day.














        5.    
Settlement Terms:  



	Settlement Currency:	USD
	
Settlement Method Election:	Applicable with respect to a Settlement Date or all Cash
		Settlement Payment Dates for a Pricing Period, as the case
		may be; provided that (i) for purposes of this
		Confirmation, Section 7.1 of the Definitions is hereby
		amended by adding the phrase ", Net Share Settlement" after
		"Cash Settlement" in the sixth line thereof and (ii) if
		Counterparty elects Cash Settlement or Net Share
		Settlement, it shall be deemed to have repeated the
		representations contained in Paragraph 11(b)(v) and (vi)
		below on the date of notice of such election.
	
Electing Party:	Counterparty
	
Settlement Method Election Date:	The fifth Scheduled Trading Day immediately preceding the
		relevant Settlement Date or Initial Pricing Date, as the
		case may be, provided, however, that Counterparty
		shall not select a Settlement Method earlier than
		the eighth Scheduled Trading Day immediately preceding
		the relevant Settlement Date or Initial Pricing Date, as the case may be.
	
Default Settlement Method:	Physical Settlement
	
Settlement Date:	Subject to "Accelerated Unwind" above, August 1, 2005.
	
Cash Settlement Payment Date:	In respect of a day on which Shares are purchased by or on
		behalf of Citibank to close out its hedge of this
		Transaction, the day such purchases settle.
	
Settlement Price:	In respect of a Cash Settlement Payment Date, the weighted
		average purchase price (net of brokerage costs) for the
		purchases by or on behalf of Citibank to close out its
		hedge of this Transaction that settle on such day.
	
Forward Cash Settlement Amount:	In respect of a Cash Settlement Payment Date, an amount
		equal to the Priced Shares for such Cash Settlement Payment
		Date multiplied by an amount equal to the Settlement Price
		for such Cash Settlement Payment Date minus the Forward
		Price for such Cash Settlement Payment Date.














	Cash Settlement:	If applicable, settlement shall occur in accordance with
		Section 8.4 of the Definitions.
	
Net Share Settlement:	If applicable, on the related Cash Settlement Payment Date,
		(i) if the Forward Cash Settlement Amount is a positive
		number, then Seller shall deliver to Buyer the Net Share
		Settlement Amount and (ii) if the Forward Cash Settlement
		Amount is a negative number, then Buyer shall deliver to
		Seller the absolute value of the Net Share Settlement
		Amount. For these purposes, the provisions of Sections
		9.8, 9.9, 9.10, 9.11 and 9.12 of the Definitions will be
		applicable.
	
Net Share Settlement Amount:	In respect of a Cash Settlement Payment Date, a number of
		Shares (rounded down to the nearest whole Share) equal to
		the Forward Cash Settlement Amount for such Cash Settlement
		Payment Date divided by the Settlement Price for such Cash
		Settlement Payment Date, plus cash (at the Settlement
		Price) for any fractional Share.
	
Representation and Agreement:	Notwithstanding Section 9.11 of the Definitions, the
		parties acknowledge that any Shares delivered to
		Counterparty will be subject to restrictions and
		limitations arising from Counterparty or its affiliates or
		out of Counterparty's status under applicable securities
		laws.





        6.    
Adjustments:  



	Method of Adjustment:	Calculation Agent Adjustment





        7.    
Extraordinary Events:  



	New Shares:	In the definition of New Shares in Section 12.1(i) of the
		Definitions, the text in (i) shall be deleted in its
		entirety and replaced with "publicly quoted, traded or
		listed on any of the New York Stock Exchange, the American
		Stock Exchange or the NASDAQ National Market System (or
		their respective successors)".
	
Consequences of Merger Events:
	
         (a) Share-for-Share:	Alternative Obligation
	
         (b) Share-for Other:	Cancellation and Payment
	
         (c) Share-for-Combined:	Component Adjustment
	
Tender Offer:	Applicable













	Consequences of Tender Offers:
	
         (a) Share-for-Share:	Calculation Agent Adjustment
	
         (b) Share-for-Other:	Calculation Agent Adjustment
	
         (c) Share-for-Combined:	Calculation Agent Adjustment
	
Composition of Combined Consideration:	Not Applicable
	
Nationalization, Insolvency or Delisting:	Cancellation and Payment
	
 	In addition to the provisions of Section 12.6(a)(iii) of
		the Definitions, it will also constitute a Delisting if the
		Exchange is located in the United States and the Shares are
		not immediately re-listed, re-traded or re-quoted on any of
		the New York Stock Exchange, the American Stock Exchange or
		the NASDAQ National Market System (or their respective
		successors); if the Shares are immediately re-listed,
		re-traded or re-quoted on any such exchange or quotation
		system, such exchange or quotation system shall be deemed
		to be the Exchange.
	
Determining Party:	For all applicable Extraordinary Events, Citibank





        8.    
Additional Disruption Events:  




	Change in Law:	Applicable; provided that Section 12.9(a)(ii) of the
		Definitions is hereby amended by (i) replacing the phrase
		"the interpretation" in the third line thereof with the
		phrase "or public announcement of the formal or informal
		interpretation" and (ii) immediately following the word
		"Transaction" in clause (X) thereof, adding the phrase "in
		the manner contemplated by the Hedging Party on the Trade
		Date"
	
Failure to Deliver:	Applicable
	
Insolvency Filing:	Notwithstanding anything to the contrary herein, in the
		ISDA Agreement or in the Definitions, upon any Insolvency
		Filing or other proceeding under the U.S. Bankruptcy Code
		in respect of the Issuer, the Transaction shall
		automatically terminate on the date thereof without further
		liability of either party to this Confirmation to the other
		party (except for any liability in respect of any breach of
		representation or covenant by a party under this
		Confirmation prior to the date of such Insolvency Filing or
		other proceeding), it being understood that this
		Transaction is a contract for the issuance of Shares by the
		Issuer.














	Hedging Disruption:	Applicable
	
Increased Cost of Stock Borrow:	Applicable
	
     Initial Stock Loan Rate:	70 basis points per annum
	
Hedging Party:	For all applicable Additional Disruption Events, Citibank
	
Determining Party:	For all applicable Additional Disruption Events, Citibank






        9.    
Non-Reliance:  



	Non-Reliance:	Applicable
	
Agreements and Acknowledgments	Applicable
	Regarding Hedging Activities:
	
Additional Acknowledgments:	Applicable





        10.    Matters
relating to Registration and Related Matters: 




        (a)    Conditions
to Effectiveness. This Transaction shall be effective if and                only if
the delivery and payment for the Underwritten Securities shall be made                on
the Closing Date, as contemplated by the first paragraph of Section 3 of the
               Underwriting Agreement, dated as of March 30, 2005 among Counterparty,
Citibank                and Citigroup Global Markets Inc. (the “Underwriting
               Agreement”). If delivery and payment for the Underwritten
Securities                shall not have occurred by the Closing Date, the parties shall
have no further                obligations in connection with this Transaction, other
than in respect of                breaches of representations or covenants on or prior to
such date. If, for any                reason, the prospectus contemplated by the
Underwriting Agreement ceases to be                current and available for use prior to
the completion by Citibank or its                affiliates of the sale of the Number of
Shares, Citibank may reduce the Number                of Shares hereunder to the number
of Shares sold prior to such time.  




        (b)    Underwriting
Agreement Representations, Warranties and Covenants. On the                Trade
Date, the Closing Date, any settlement date for the purchase of Option
               Securities and on each date on which Citibank or its affiliates delivers a
               prospectus in connection with a sale to hedge this Transaction,
Counterparty                repeats and reaffirms as of such date all of the
representations and warranties                contained in the Underwriting Agreement.
Counterparty hereby agrees to comply                with its covenants contained in the
Underwriting Agreement as if such covenants                were made in favor of
Citibank.  




        (c)    Interpretive
Letter. Counterparty agrees and acknowledges that this                Transaction is
being entered into in accordance with the October 9, 2003                interpretive
letter from the staff of the Securities and Exchange Commission to
               Goldman, Sachs & Co. (the “Interpretive Letter”) and
agrees                to take all actions, and to omit to take any actions, reasonably
requested by                Citibank for this Transaction to comply with the Interpretive
Letter. Without                limiting the foregoing, Counterparty agrees that neither
it nor any                “affiliated purchaser” (as defined in Regulation M
               (“Regulation M”) promulgated under the Securities
Exchange Act                of 1934, as amended (the “Exchange Act”))
will, directly or                indirectly, bid for, purchase or attempt to induce any
person to bid for or                purchase, the Shares or securities that are
convertible into, or exchangeable or                exercisable for, Shares during any
“restricted period” as such term is                defined in Regulation M. In
addition, Counterparty represents that it is                eligible to conduct a primary
offering of Shares on Form S-3, the offering                contemplated by the
Underwriting Agreement complies with Rule 415 under the                Securities Act of
1933, as amended (the “Securities Act”), and                the Shares
are “actively traded” as defined in Rule 101(c)(1) of                Regulation
M.  













        (d)       Agreements
and Acknowledgments of Counterparty Regarding Shares.  




	 	        (i)                Counterparty
agrees and acknowledges that, in respect of any Shares delivered to
               Citibank hereunder, such Shares shall be, upon such delivery, duly and
validly                authorized, issued and outstanding, fully paid and nonassessable,
free of any                lien, charge, claim or other encumbrance and shall, upon such
issuance, be                accepted for listing or quotation on the Exchange;  







	 	        (ii)                  Counterparty
agrees and acknowledges that Citibank will hedge its exposure to                this
Transaction by selling Shares borrowed from third party securities lenders
               or other Shares pursuant to a registration statement, and that, pursuant
to the                terms of the Interpretive Letter, the Shares (up to the Number of
Shares)                delivered, pledged or loaned by Counterparty to Citibank in
connection with this                Transaction may be used by Citibank to return to
securities lenders without                further registration under the Securities Act.
Accordingly, Counterparty agrees                that the Shares that it delivers, pledges
or loans to Citibank on or prior to                the final Settlement Date or Cash
Settlement Payment Date will not bear a                restrictive legend and that such
Shares will be deposited in, and the delivery                thereof shall be effected
through the facilities of, the Clearance System; and  







	 	        (iii)                  Counterparty
agrees not to take any action to reduce or decrease the number of
               authorized and unissued Shares below the sum of the Number of Shares plus
the                total number of Shares issuable upon settlement (whether by net share
settlement                or otherwise) of any other transaction or agreement to which it
is a party.  







        (e)    Private
Placement Procedures. If Counterparty is unable to comply with                the
provisions of sub-paragraph (ii) of “Agreements and Acknowledgments of
               Counterparty Regarding Shares” above because of a change in law or a
change                in the policy of the Securities and Exchange Commission or its
staff, or                Citibank otherwise determines that in its reasonable opinion any
Shares to be                delivered to Citibank by Counterparty may not be freely
returned by Citibank to                securities lenders as described under such
sub-paragraph (ii), then delivery of                any such Shares (the “Restricted
Shares”) shall be effected as                provided below, unless waived by
Citibank.  




	 	        (i)                 If
Counterparty delivers the Restricted Shares pursuant to this clause (i) (a “Private
Placement Settlement”), then delivery of Restricted                Shares by
Counterparty shall be effected in customary private placement                procedures
with respect to such Restricted Shares reasonably acceptable to                Citibank;
provided that Counterparty may not elect a Private Placement
               Settlement if, on the date of its election, it has taken, or caused to be
taken,                any action that would make unavailable either the exemption
pursuant to Section                4(2) of the Securities Act for the sale by
Counterparty to Citibank (or any                affiliate designated by Citibank) of the
Restricted Shares or the exemption                pursuant to Section 4(1) or Section
4(3) of the Securities Act for resales of                the Restricted Shares by
Citibank (or any such affiliate of Citibank). The                Private Placement
Settlement of such Restricted Shares shall include customary
               representations, covenants, blue sky and other governmental filings and/or
               registrations, indemnities to Citibank, due diligence rights (for Citibank
or                any designated buyer of the Restricted Shares by Citibank), opinions
and                certificates, and such other documentation as is customary for private
placement                agreements, all reasonably acceptable to Citibank. In the case
of a Private                Placement Settlement, Citibank shall, in its good faith
discretion, adjust the                amount of Restricted Shares to be delivered to
Citibank hereunder in a                commercially reasonable manner to reflect the fact
that such Restricted Shares                may not be freely returned to securities
lenders by Citibank and may only be                saleable by Citibank at a discount to
reflect the lack of liquidity in                Restricted Shares. Notwithstanding the
ISDA Agreement or this Confirmation, the                date of delivery of such
Restricted Shares shall be the Clearance System                Business Day following
notice by Citibank to Counterparty of the number of                Restricted Shares to
be delivered pursuant to this clause (i). For the avoidance                of doubt,
delivery of Restricted Shares shall be due as set forth in the                previous
sentence and not be due on the date that would otherwise be applicable.  
















	 	        (ii)                   If
Counterparty delivers any Restricted Shares in respect of this Transaction,
               Counterparty agrees that (A) such Shares may be transferred by and among
               Citibank and its affiliates and (B) after the minimum “holding period”               within
the meaning of Rule 144(d) under the Securities Act has elapsed,
               Counterparty shall promptly remove, or cause the transfer agent for the
Shares                to remove, any legends referring to any transfer restrictions from
such Shares                upon delivery by Citibank (or such affiliate of Citibank) to
Counterparty or                such transfer agent of seller’s and broker’s
representation letters                customarily delivered by Citibank or its affiliates
in connection with resales                of restricted securities pursuant to Rule 144
under the Securities Act, each                without any further requirement for the
delivery of any certificate, consent,                agreement, opinion of counsel,
notice or any other document, any transfer tax                stamps or payment of any
other amount or any other action by Citibank (or such                affiliate of
Citibank).  







        (f)    Indemnity.
Counterparty agrees to indemnify Citibank and its affiliates                and their
respective directors, officers, employees, agents and controlling                persons
(Citibank and each such affiliate or person being an                “Indemnified
Party”) from and against any and all losses,                claims, damages and
liabilities, joint and several, incurred by or asserted                against such
Indemnified Party arising out of, in connection with, or relating                to, the
execution or delivery of this Confirmation, the performance by the                parties
hereto of their respective obligations under the Transaction, any breach
               of any covenant or representation made by Counterparty in this
Confirmation or                the ISDA Agreement or the consummation of the transactions
contemplated hereby                and will reimburse any Indemnified Party for all
reasonable expenses (including                reasonable legal fees and expenses) as they
are incurred in connection with the                investigation of, preparation for, or
defense of any pending or threatened claim                or any action or proceeding
arising therefrom, whether or not such Indemnified                Party is a party
thereto. Counterparty will not be liable under this Indemnity                paragraph to
the extent that any loss, claim, damage, liability or expense is                found in
a final and nonappealable judgment by a court to have resulted from
               Citibank’s gross negligence or willful misconduct.  




        11.    Representations: 




        (a)                   In
connection with this Confirmation and this Transaction and any other
               documentation relating to the ISDA Agreement, each party to this
Confirmation                represents and acknowledges to the other party that:  




	 	        (i)                  it
is an “accredited investor” as defined in Section 2(a)(15)(ii) of
               the Securities Act; and  







	 	        (ii)                   it
is an “eligible contract participant” as defined in Section
               1(a)(12) of the Commodity Exchange Act, as amended (the “CEA”),
               and this Confirmation and the Transaction hereunder are subject to
individual                negotiation by the parties and have not been executed or traded
on a                “trading facility” as defined in Section 1a(33) of the CEA.  
















        (b)                   Counterparty
represents to Citibank on the Trade Date (and in the case of                clauses (v)
and (vi) below, on the date that Counterparty notifies Citibank that                Cash
Settlement or Net Share Settlement applies to this Transaction) that:  




	 	        (i)                   its
financial condition is such that it has no need for liquidity with respect
               to its investment in this Transaction and no need to dispose of any
portion                thereof to satisfy any existing or contemplated undertaking or
indebtedness. Its                investments in and liabilities in respect of this
Transaction, which it                understands are not readily marketable, is not
disproportionate to its net                worth, and it is able to bear any loss in
connection with this Transaction,                including the loss of its entire
investment in this Transaction;  







	 	        (ii)                 it
understands that Citibank has no obligation or intention to register this
               Transaction under the Securities Act or any state securities law or other
               applicable federal securities law;  







	 	        (iii)                   it
understands that no obligations of Citibank to it hereunder will be entitled
               to the benefit of deposit insurance and that such obligations will not be
               guaranteed by any Affiliate of Citibank or any governmental agency;  







	 	        (iv)                   IT
UNDERSTANDS THAT THIS TRANSACTION IS SUBJECT TO COMPLEX RISKS WHICH MAY ARISE
               WITHOUT WARNING AND MAY AT TIMES BE VOLATILE AND THAT LOSSES MAY OCCUR
QUICKLY                AND IN UNANTICIPATED MAGNITUDE AND IS WILLING TO ACCEPT SUCH TERMS
AND                CONDITIONS AND ASSUME (FINANCIALLY AND OTHERWISE) SUCH RISKS;  







	 	        (v)                  each
of its filings under the Securities Act, the Exchange Act or other
               applicable securities laws that are required to be filed have been filed
and                that, as of the respective dates thereof and as of the date of this
               representation, there is no misstatement of material fact contained
therein or                omission of a material fact required to be stated therein or
necessary to make                the statements made therein, in the light of the
circumstances under which they                were made, not misleading; and  







	 	        (vi)                   it
has not and will not directly or indirectly violate any applicable law
               (including, without limitation, the Securities Act and the Exchange Act)
in                connection with this Transaction.  







        12.    Miscellaneous: 




        (a)    Early
Termination. The parties agree that, notwithstanding the definition                of
Settlement Amount in the ISDA Agreement, for purposes of Section 6(e) of the
               ISDA Agreement, Second Method and Loss will apply to this Transaction.  




        (b)    Alternative
Calculations and Payment on Early Termination and on Certain                Extraordinary
Events.  




	 	        (i)                  In
lieu of (A) designating an Early Termination Date as the result of an Event
               of Default or Termination Event, (B) terminating this Transaction and
               determining a Cancellation Amount as the result of an Additional
Disruption                Event, or (C) terminating this Transaction and determining an
amount payable in                connection with an Extraordinary Event to which
Cancellation and Payment would                otherwise be applicable, Citibank shall be
entitled to accelerate the Settlement                Date to a date designated in a
notice to Counterparty. If Citibank elects to so                accelerate the Settlement
Date, Physical Settlement shall apply and the                Calculation Agent shall
adjust the Forward Price as it determines appropriate to                account for the
resulting early settlement.  
















	 	        (ii)                  If,
subject to Paragraph 12(c) below, one party owes the other party any amount
               in connection with this Transaction pursuant to Section 12.7 or 12.9 of
the                Definitions (except in the case of an Extraordinary Event in which the
               consideration or proceeds to be paid to holders of Shares as a result of
such                event consists solely of cash) or pursuant to Section 6(d)(ii) of the
ISDA                Agreement (except in the case of an Event of Default in which
Counterparty is                the Defaulting Party or a Termination Event in which
Counterparty is the                Affected Party, other than (x) an Event of Default of
the type described in                Section 5(a)(iii), (v), (vi) or (vii) of the ISDA
Agreement or (y) a Termination                Event of the type described in Section
5(b)(i), (ii), (iii), (iv), or (v) of the                ISDA Agreement that in the case
of either (x) or (y) resulted from an event or                events outside Counterparty’s
control) (a “Payment                Obligation”), Counterparty shall
have the right, in its sole                discretion, to (A) if the amount is owed by
Citibank, require Citibank to                satisfy any such Payment Obligation or (B)
if the amount is owed by Counterparty                to satisfy any such Payment
Obligation, in either case by delivery of                Termination Delivery Units (as
defined below) by giving irrevocable telephonic                notice to Citibank,
confirmed in writing within one Scheduled Trading Day,                between the hours
of 9:00 a.m. and 4:00 p.m. New York time on the Closing Date                or Early
Termination Date, as applicable (“Notice of Termination                Delivery”).
Upon Notice of Termination Delivery, the party with the                Payment Obligation
shall deliver to the other party a number of Termination                Delivery Units
having a cash value equal to the amount of such Payment                Obligation (such
number of Termination Delivery Units to be delivered to be                determined by
the Calculation Agent acting in a commercially reasonable manner).
               Settlement relating to any delivery of Termination Delivery Units pursuant
to                this provision shall occur within three Scheduled Trading Days if
Counterparty                has the Payment Obligation and within a reasonable period of
time if Citibank                has the Payment Obligation.  







	 	
“Termination
Delivery Unit” means (A) in the case of a Termination Event, an Event of Default
or an Extraordinary Event (other than an Insolvency, Nationalization, Merger Event or
Tender Offer), one Share or (B) in the case of an Insolvency, Nationalization, Merger
Event or Tender Offer, a unit consisting of the number or amount of each type of property
received by a holder of one Share (without consideration of any requirement to pay cash
or other consideration in lieu of fractional amounts of any securities) in such
Insolvency, Nationalization, Merger Event or Tender Offer. If a Termination Delivery Unit
consists of property other than cash or New Shares and Counterparty provides irrevocable
written notice to the Calculation Agent on or prior to the Closing Date that it elects to
deliver (or, as applicable, have Citibank deliver) cash, New Shares or a combination
thereof (in such proportion as Counterparty designates) in lieu of such other property,
the Calculation Agent will replace such property with cash, New Shares or a combination
thereof as components of a Termination Delivery Unit in such amounts, as determined by
the Calculation Agent in its discretion by commercially reasonable means, as shall have a
value equal to the value of the property so replaced. If such Insolvency,
Nationalization, Merger Event or Tender Offer involves a choice of consideration to be
received by holders, such holder shall be deemed to have elected to receive the maximum
possible amount of cash.  















        (c)    Set-Off
and Netting. Citibank agrees not to set-off or net amounts due           from
Counterparty with respect to this Transaction against amounts due from           Citibank
to Counterparty under obligations other than Equity Contracts. Section           2(c) of
the ISDA Agreement as it applies to payments due with respect to this
          Transaction shall remain in effect and is not subject to the first sentence of
          this provision. In addition, upon the occurrence of an Event of Default or
          Termination Event with respect to Counterparty as the Defaulting Party or the
          Affected Party (“X”), Citibank (“Y”) will have the right
          (but not be obliged) without prior notice to X or any other person to set-off
or           apply any obligation of X under an Equity Contract owed to Y (or any
Affiliate           of Y) (whether or not matured or contingent and whether or not
arising under           this Confirmation, and regardless of the currency, place of
payment or booking           office of the obligation) against any obligation of Y (or
any Affiliate of Y)           under an Equity Contract owed to X (whether or not matured
or contingent and           whether or not arising under this Confirmation, and
regardless of the currency,           place of payment or booking office of the
obligation). Y will give notice to the           other party of any set-off or
application effected under this provision. “Equity Contract” shall mean
for purposes of this provision any           transaction relating to Shares between X and
Y (or any Affiliate of Y) that           qualifies as ‘equity’ under applicable
accounting rules. Amounts (or           the relevant portion of such amounts) subject to
set-off may be converted by Y           into the Termination Currency at the rate of
exchange at which such party would           be able, acting in a reasonable manner and
in good faith, to purchase the           relevant amount of such currency. If any
obligation is unascertained, Y may in           good faith estimate that obligation and
set-off in respect of the estimate,           subject to the relevant party accounting to
the other when the obligation is           ascertained. Nothing in this provision shall
be effective to create a charge or           other security interest. This provision
shall be without prejudice and in           addition to any right of set-off, combination
of accounts, lien or other right           to which any party is at any time otherwise
entitled (whether by operation of           law, contract or otherwise).  




        (d)    Maximum
Share Delivery. Notwithstanding any other provision of this           Confirmation,
in no event will Counterparty be required to deliver hereunder,           whether
pursuant to Physical Settlement, Net Share Settlement, Private Placement
          Settlement or otherwise, more than the initial Number of Shares to Citibank in
          the aggregate.  




        (e)    Status
of Claims in Bankruptcy. Citibank acknowledges and agrees that           this
Confirmation is not intended to convey to Citibank rights with respect to           the
transactions contemplated hereby that are senior to the claims of common
          stockholders in any U.S. bankruptcy proceedings of Counterparty; provided,
however, that nothing herein shall limit or shall be           deemed to limit
Citibank’s right to pursue remedies in the event of a           breach by
Counterparty of its obligations and agreements with respect to this
          Confirmation and the ISDA Agreement; and, provided, further, that
          nothing herein shall limit or shall be deemed to limit Citibank’s rights
in           respect of any transaction other than this Transaction.  




        (f)    No
Collateral. Notwithstanding any provision of this Confirmation or the           ISDA
Agreement, or any other agreement between the parties, to the contrary, the
          obligations of Counterparty under this Transaction is not secured by any
          collateral. Without limiting the generality of the foregoing, if the ISDA
          Agreement or any other agreement between the parties includes an ISDA Credit
          Support Annex or other agreement pursuant to which Counterparty collateralizes
          obligations to Citibank, then the obligations of Counterparty hereunder will
not           be considered to be obligations under such Credit Support Annex or other
          agreement pursuant to which Counterparty collateralizes obligations to
Citibank,           and this Transaction shall be disregarded for purposes of calculating
any           Exposure or similar term thereunder.  




        (g)    Additional
Termination Event. The occurrence of an Increased Dividend           Event (as
defined below) will constitute an Additional Termination Event under           Section
5(b)(v) of the ISDA Agreement, with this Transaction as the sole           Affected
Transaction and the Counterparty as the sole Affected Party. An           “Increased
Dividend Event” shall occur if 100% of the aggregate           gross cash
dividends per Share (including any cash Extraordinary Dividends)           declared by
the Issuer at any time during the period from and including the           Trade Date to
but excluding the final Cash Settlement Payment Date or Settlement           Date, as
applicable, exceeds USD $0.55 per Share per calendar quarter (or zero           in the
case of the calendar quarter ending March 31, 2005).  




        (h)    Transfer.
Citibank has the right to assign any or all of its rights and           obligations under
this Transaction to deliver or accept delivery of Shares to           any of its
affiliates; provided that such assignment shall only occur in           respect of
this Transaction when it has become obligatory that the Transaction           be settled
by the transfer of Shares; and provided, further, that
          Counterparty shall have recourse to Citibank in the event of failure by the
          assignee to perform any of such obligations hereunder. Notwithstanding the
          foregoing, the recourse to Citibank shall be limited to recoupment of
          Counterparty’s monetary damages and Counterparty hereby waives any right
to           seek specific performance by Citibank of its obligations hereunder. Such
failure           after any applicable grace period shall be deemed to be an Additional
          Termination Event, such Transaction shall be the only Affected Transaction and
          Citibank shall be the only Affected Party.  













        (i)    Severability;
Illegality. If compliance by either party with any           provision of this
Transaction would be unenforceable or illegal, (i) the parties           shall negotiate
in good faith to resolve such unenforceability or illegality in           a manner that
preserves the economic benefits of the transactions contemplated           hereby and
(ii) the other provisions of this Transaction shall not be           invalidated, but
shall remain in full force and effect.  




        (j)    Waiver
of Trial by Jury. EACH OF COUNTERPARTY AND CITIBANK HEREBY           IRREVOCABLY
WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE           LAW, ON
BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
          PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)
          ARISING OUT OF OR RELATING TO THIS TRANSACTION OR THE ACTIONS OF CITIBANK OR
ITS           AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.  




        (k)    Confidentiality.
Citibank and Counterparty agree that (i) Counterparty is           not obligated to
Citibank to keep confidential from any and all persons or           otherwise limit the
use of any element of Citibank’s descriptions relating           to tax aspects of
this Transaction and any part of the structure necessary to           understand those
tax aspects, and (ii) Citibank does not assert any claim of           proprietary
ownership in respect of such descriptions contained herein of the           use of any
entities, plans or arrangements to give rise to significant U.S.           federal income
tax benefits for Counterparty.  




        (l)    
Ownership Waiver. Counterparty agrees to submit for approval by its Board
               of Directors no later than May 5, 2005, the date of Counterparty’s
2005                annual meeting of shareholders, an ownership waiver in the form
attached as Exhibit A (the “Ownership Waiver”). Unless and until
               Counterparty’s Board of Directors approves the Ownership Waiver,
               notwithstanding anything else herein to the contrary:  




	 	        i.    
               Counterparty agrees that it will not request Physical Settlement or Net
Share                Settlement on any single Settlement Date or Initial Pricing Date for
Unwind                Shares that, assuming all such Unwind Shares were issued at the
close of                business on such Settlement Date or the related Initial Cash
Settlement Payment                Date, would represent more than 3.5% of Counterparty’s
outstanding common                stock;  







	 	        ii.    
               Subject to “Accelerated Unwind”, the Settlement Date and the
Initial                Pricing Date shall be July 15, 2005 with respect to 50% of the
Number of Shares,                and August 1, 2005 for the remaining Number of Shares;
and  







	 	        iii.    
               If an Event of Default, a Termination Event, an Extraordinary Event or an
               Additional Disruption Event (other than an Insolvency Filing) occurs
resulting                in Physical Settlement or Counterparty elects to deliver
Termination Delivery                Units:  
















	 	        (1)    
               Citibank shall not be entitled to receive Shares hereunder to the extent
(but                only to the extent) that such receipt would result in Citibank
violating the 7%                Ownership Limit (as defined in Counterparty’s
Articles of Incorporation);  







	 	        (2)    
               if any delivery owed to Citibank hereunder is not made, in whole or in
part, as                a result of this provision, Counterparty’s obligation to
make such delivery                shall not be extinguished and Counterparty shall make
such delivery as promptly                as practicable after, but in no event later than
one Scheduled Trading Day                after, Citibank gives notice to Counterparty
that such delivery would not result                in Citibank violating the 7% Ownership
Limit; and  







	 	        (3)    
               Counterparty shall cooperate with Citibank to enable Citibank to close out
its                hedge of this Transaction as promptly as practicable  







        13.    
Addresses for Notice:  



	If to Citibank:	Citibank, N.A.
		390 Greenwich Street
		New York, NY 10013
		Attention:   Corporate Equity Derivatives
		Facsimile:   (212) 723-8328
		Telephone:   (212) 723-7357
	
with a copy to:	Citibank, N.A.
		250 West Street, 10th Floor
		New York, NY 10013
		Attention:   GCIB Legal Group--Derivatives
		Facsimile:   (212) 816-7772
		Telephone:   (212) 816-2211
	
If to Counterparty:	Regency Centers Corporation
		121 West Forsyth Street
		Suite 200
		Jacksonville, FL 32202






        14.    
Accounts for Payment:  




	To Citibank:	Citibank, N.A.
		ABA #021000089
		DDA 00167679
		Ref: Equity Derivatives
	To Counterparty:  	To be advised













        15.    
Delivery Instructions: 




	 	
Unless
otherwise directed in writing, any Share to be delivered hereunder shall be delivered as
follows:  






	To Citibank:	To be advised.
	
To Counterparty:	To be advised.












		Yours sincerely,
	
 	CITIBANK, N.A.
	
 	By:____________________________________
		      Name:
		      Title:







Confirmed as of the 
date first above
written: 



REGENCY CENTERS
CORPORATION 



By:  /s/ Bruce M. Johnson

        Name:  Bruce M. Johnson

        Title:  Managing Director and Chief Financial Officer













Exhibit A 



REGENCY CENTERS
CORPORATION 



Resolutions of Board
of Directors Waiving Ownership Limit 



for Forward Contract Transaction 



________, 2005 



        All
capitalized terms not otherwise defined herein shall have the meanings given to them in
the Articles of Incorporation as presently in effect (the “Articles”) of Regency
Centers Corporation (“Regency”). 



        WHEREAS,
Regency has entered into a Confirmation with Citibank, N.A. (“Citibank”) dated
as of March 30, 2005, a copy of which is attached hereto as Exhibit A (the
“Forward Contract”), incorporating the 1992 ISDA Master Agreement, covering up
to 4,312,500 shares (the “Forward Contract Shares”), providing for Regency to
deliver the Forward Contract Shares to Citibank on or before August 1, 2005 (or in
the event of a net settlement, to deliver a portion of the Forward Contract Shares or to
pay to or receive a cash payment from Citibank at the times specified in the Forward
Contract); 



        WHEREAS,
Citigroup Inc., together with its subsidiaries (“Citigroup”), is  as of
April 1, 2005 the Beneficial Owner of approximately
385,131 shares of Regency common stock, $0.01 par value per share
(“Independently Owned Shares”) which shares are separate
and apart from any shares delivered or potentially deliverable under
the Forward Contract or potentially deliverable under the Master
Terms and Conditions for Forward Transactions between Citibank, N.A. and UBS AG, London
Branch, dated as of June 18, 2003 (the “Citibank-UBS Forward Contract”); 



        WHEREAS,
Citigroup Global Markets, Inc., an affiliate of Citibank, has sold 4,312,500 shares of
Regency common stock borrowed from third parties pursuant to an underwritten public
offering; 



        WHEREAS,
to facilitate the settlement of the Forward Contract, the Board of Directors wishes to
create a new ownership limit for Citigroup that will not be transferable to any
third party, but will allow Citigroup to be deemed the Beneficial Owner of the Forward
Contract Shares in the event that Regency settles or becomes obligated to settle the
Forward Contract by delivering Forward Contract Shares, that together with other shares
Beneficially Owned by Citigroup may constitute more than 7% of Regency’s outstanding
common stock. 



        WHEREAS,
to avoid any doubt, the Board of Directors wishes to confirm that Citigroup will not be
treated as the Constructive Owner of any shares of Regency common stock for purposes of
the Related Tenant Limit solely by reason of entering into the Forward Contract.  





        NOW,
THEREFORE, it is hereby resolved as follows: 



        RESOLVED,
that pursuant to authority contained in Section 5.11 of the Articles, the Board of
Directors hereby exempts Citigroup during the term of the Forward Contract and for a
period of 30 days after final settlement thereunder, from the 7% Ownership Limit, subject
to the following: 












		    a.       This
waiver is conditioned on no Person who is an individual as defined in           Section
542(a)(2) of the Code (as modified by Section 856(h) of the Code)           becoming the
Beneficial Owner of more than 9.8% by value of Regency’s           Capital Stock
solely by reason of directly or indirectly acquiring ownership of           capital stock
of Citigroup; and  







		    b.       This
waiver is further conditioned on Citigroup not having Beneficial Ownership           of
Independently Owned Shares representing more than three percent (3%) by value
          of Regency’s outstanding capital stock during the term of the Forward
          Contract and for a period of 30 days after final settlement thereunder. For
          purposes hereof, any shares which Citigroup Beneficially Owns under the
          Citibank-UBS Forward Contract or which Citigroup acquires actual ownership of
by           reason of the settlement thereof shall not be counted as Beneficial
Ownership of           Independently Owned Shares which could void this waiver but only
during the term           of the SynDECS which the Citibank-UBS Forward Contract hedges
and for a period           of 90 days thereafter.  







        FURTHER
RESOLVED, that the Board of Directors hereby confirms that Citigroup will not be
considered, by reason of the Forward Contract, to Constructively Own shares of Regency
common stock for purposes of the Related Tenant Limit set forth in Sections 5.2(b) and
5.2(f) of the Articles, except to the extent that (i) shares of Regency common stock are
actually delivered in settlement thereof to Citigroup or (ii) Regency elects or otherwise
becomes committed to actually deliver shares of Regency common stock through Physical
Settlement or Net Share Settlement under the Forward Contract. 



        FURTHER
RESOLVED, that pursuant to authority contained in Section 5.11 of the
Articles, the Board of Directors hereby confirms that the waiver of the Ownership Limit
for Citigroup may not be transferred by such person to any other person that is not an
“affiliate” (as defined in Rule 144(a)(1) under the Securities Act of 1933) of
the transferor. 



        FURTHER
RESOLVED, that the percentage limits established by these waivers shall be adjusted upward
appropriately in the event of any repurchases of common stock by Regency, with the intent
that Citigroup not be in violation of the Ownership Limit by reason of repurchases
effectuated by Regency.