EXECUTION COPY  




Regency Centers
Corporation  



3,750,000 Shares *

($0.01 par value) 
Underwriting Agreement 



New York, New York
March
30, 2005  




Citigroup Global Markets
Inc.
388 Greenwich Street 
New York, NY 10013  



Ladies and Gentlemen: 



        Citibank,
N.A. (the “Forward Counterparty”) proposes to sell to Citigroup Global
Markets Inc. (the “Underwriter”) 3,750,000 shares of Common Stock, $0.01
par value per share (the “Common Stock”), of Regency Centers Corporation,
a Florida corporation (the “Company”), which is the general partner of
Regency Centers, L.P., a Delaware limited partnership (the “Partnership”) (said
shares of Common Stock to be sold by the Forward Counterparty being hereinafter called the
“Underwritten Securities”). In addition, the Forward Counterparty
proposes to grant to the Underwriter an option to purchase up to 562,500 additional shares
of Common Stock to cover over-allotments (the “Option Securities” and,
together with the Underwritten Securities, the “Securities”). The Forward
Counterparty has entered into a forward stock purchase agreement, consisting of an ISDA
Master Agreement and a Confirmation dated the date hereof, with the Company (the
“Forward Purchase Contract”), pursuant to which the Company has agreed to
issue, and the Forward Counterparty has agreed to purchase on the date of settlement of
such Forward Purchase Contract a number of shares of Common Stock specified thereunder
(said shares of Common Stock to be issued by the Company being hereinafter called the
“Hedge Securities”). Any reference herein to the Registration Statement
or the Prospectus shall be deemed to refer to and include the documents incorporated by
reference therein pursuant to Item 12 of Form S-3 which were filed under the
Exchange Act on or before the Effective Date of the Registration Statement or the issue
date of the Prospectus, as the case may be; and any reference herein to the terms
“amend”, “amendment” or “supplement” with respect to the
Registration Statement or the Prospectus shall be deemed to refer to and include the
filing of any document under the Exchange Act after the Effective Date of the Registration
Statement, or the issue date of the Prospectus, as the case may be, deemed to be
incorporated therein by reference. Certain terms used herein are defined in
Section 16 hereof. 








	*  	Plus
an option to purchase up to 562,500 additional shares from the Forward Counterparty to
cover over-allotments. 
















2 




        1.    Representations
and Warranties. (a) The Company represents and warrants           to, and agrees
with, the Underwriter and the Forward Counterparty as set forth           below in this
Section 1.  




        (a)              The
Company meets the requirements for use of Form S-3 under the Act and           has
prepared and filed with the Commission a registration statement (File           No. 333-118910)
on Form S-3 for registration under the Act of the           offering and sale of the
Securities, and such registration statement has been           declared effective. The
Company may have filed one or more amendments thereto,           each of which has
previously been furnished to you. The Company will next file           with the
Commission a final prospectus in accordance with Rules 430A and           424(b).
The Company has included in such registration statement, as amended at           the
Effective Date, all information (other than Rule 430A Information)
          required by the Act and the rules thereunder to be included in such
registration           statement and the Prospectus as of the Effective Date. As filed,
such final           prospectus shall contain all Rule 430A Information, together
with all other           such required information, and, except to the extent the
Underwriter shall agree           in writing to a modification, shall be in all
substantive respects in the form           furnished to you prior to the Execution Time
or, to the extent not completed at           the Execution Time, shall contain only such
specific additional information and           other changes as the Company has advised
you will be included or made therein           (excluding Exchange Act filings
incorporated therein by reference);  




        (b)              On
the Effective Date, the Registration Statement (and any amendment or           supplement
thereto) did, and when the Prospectus is first filed (if required) in
          accordance with Rule 424(b) and on the Closing Date (as defined herein)
and           on any date on which Option Securities are purchased, if such date is not
the           Closing Date (a “settlement date”), the Prospectus (and
any           amendments or supplements thereto) will, comply in all material respects
with           the applicable requirements of the Act and the Exchange Act and the
respective           rules thereunder; on the Effective Date and at the Execution Time,
the           Registration Statement (and any amendment or supplement thereto) did not or
will           not contain any untrue statement of a material fact or omit to state any
          material fact required to be stated therein or necessary in order to make the
          statements therein not misleading; and, on the Effective Date, the Prospectus,
          if not filed pursuant to Rule 424(b), did not, and on the date of any
          filing pursuant to Rule 424(b) and on the Closing Date and any settlement
          date, the Prospectus (together with any amendment or supplement thereto) will
          not, include any untrue statement of a material fact or omit to state a
material           fact necessary in order to make the statements therein, in the light
of the           circumstances under which they were made, not misleading; provided,
however, that the Company makes no representations or warranties in this
          paragraph (b) as to the information contained in or omitted from the
          Registration Statement or the Prospectus (or any amendment or supplement
          thereto) in reliance upon and in conformity with the information furnished in
          writing to the Company by or on behalf of the Underwriter specifically for
          inclusion in the Registration Statement or the Prospectus (or any amendment or
          supplement thereto); and no order preventing or suspending the use of the
          Registration Statement has been issued by the Commission;  












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        (c)              The
documents incorporated by reference in the Prospectus, when they became
          effective or were filed with the Commission, as the case may be, conformed in
          all material respects to the requirements of the Act or the Exchange Act, as
          applicable, and the rules and regulations of the Commission thereunder, and
none           of such documents contained an untrue statement of a material fact or
omitted to           state a material fact required to be stated therein or necessary in
order to           make the statements therein not misleading; and any further documents
so filed           and incorporated by reference in the Prospectus or any further
amendment or           supplement thereto, when such documents become effective or are
filed with the           Commission, as the case may be, will conform in all material
respects to the           requirements of the Act or the Exchange Act, as applicable, and
the rules and           regulations of the Commission thereunder and will not contain an
untrue           statement of a material fact or omit to state a material fact required
to be           stated therein or necessary in order to make the statements therein not
          misleading; provided, however, that this representation and
          warranty shall not apply to any statements or omissions made in reliance upon
          and in conformity with the information furnished in writing to the Company by
          the Underwriter expressly for use in the Prospectus as amended or supplemented;  




        (d)              Neither
the Company nor any of its subsidiaries, including the Partnership, has
          sustained since the date of the latest audited financial statements included or
          incorporated by reference in the Prospectus any material loss or interference
          with its business from fire, explosion, flood or other calamity, whether or not
          covered by insurance, or from any labor dispute or court or governmental
action,           order or decree, otherwise than as set forth or contemplated in the
Prospectus,           as amended or supplemented; and, since the respective dates as of
which           information is given in the Registration Statement and the Prospectus,
there has           not been any change in the capital stock or partnership interests of
the Company           or any of its subsidiaries (including the Partnership) (other than
issuances of           capital stock or partnership interests in connection with employee
benefit           plans, dividend reinvestment plans, the exercise of options, the
exchange of           Partnership units and the payment of earn-outs pursuant to
contractual           commitments or in the partners’ capital of the Partnership or
any of its           subsidiaries, any change in mortgage loans payable or long-term debt
of the           Company or any of its subsidiaries (including the Partnership) in excess
of           $20,000,000 or in the mortgage loans payable or long-term debt of the
          Partnership or any of its subsidiaries or any material adverse change in excess
          of $20,000,000, or any development involving a prospective material adverse
          change, in or affecting the general affairs, management, financial position,
          stockholders’ equity, partners’ capital or results of operations of
          the Company and its subsidiaries (including the Partnership), otherwise than as
          set forth or contemplated in the Prospectus;  













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        (e)              The
Company and its subsidiaries (including the Partnership) have good and
          marketable title in fee simple to all real property and good and marketable
          title to all personal property owned by them, in each case free and clear of
all           liens, encumbrances and defects except such as are described in the
Prospectus           or such as do not materially affect the value of such property and
do not           interfere with the use made and proposed to be made of such property by
the           Company and its subsidiaries (including the Partnership); and any real
property           and buildings held under lease by the Company and its subsidiaries
(including           the Partnership) are held by them under valid, subsisting and
enforceable leases           with such exceptions as are not material and do not
interfere with the use made           and proposed to be made of such property and
buildings by the Company and its           subsidiaries (including the Partnership);  




        (f)              The
Company has been duly incorporated and is validly existing as a corporation           in
good standing under the laws of the State of Florida, with power and           authority
(corporate and other) to own its properties and conduct its business           as
described in the Prospectus, as amended or supplemented, and has been duly
          qualified as a foreign corporation for the transaction of business and is in
          good standing under the laws of each other jurisdiction in which it owns or
          leases properties or conducts any business so as to require such qualification,
          or is subject to no material liability or disability by reason of the failure
to           be so qualified in any such jurisdiction; the Partnership has been duly
          organized and is validly existing in good standing under the laws of the State
          of Delaware, with power and authority to own its properties and conduct its
          business as described in the Prospectus, as amended or supplemented, and has
          been duly qualified as a foreign partnership for the transaction of business
and           is in good standing under the laws of each other jurisdiction in which it
owns           or leases properties or conducts any business so as to require such
          qualification, or is subject to no material liability or disability by reason
of           the failure to be so qualified in any such jurisdiction; and each subsidiary
of           the Company has been duly incorporated or organized and is validly existing
as a           corporation or other entity in good standing under the laws of its
jurisdiction           of incorporation or organization;  




        (g)              All
of the issued shares of capital stock of the Company, including the           Securities,
have been duly and validly authorized and issued and are fully paid           and
nonassessable; the capital stock of the Company conforms in all material
          respects to the description thereof in the Prospectus, as amended or
          supplemented; and, except as set forth on Exhibit A, all of the issued shares
of           capital stock or other equity interests of each subsidiary of the Company
have           been duly and validly authorized and issued, are fully paid and
nonassessable           and (except as set forth on Exhibit A and directors’ qualifying
shares) are           owned directly or indirectly by the Company, free and clear of all
liens,           encumbrances, equities or claims; and all of the issued partnership
interests of           the Partnership have been duly and validly authorized and issued
and are fully           paid and nonassessable;  




        (h)              The
Hedge Securities have been duly and validly authorized and, when issued and
          delivered and paid for by the Forward Counterparty pursuant to the Forward
          Purchase Contract, will be duly and validly issued, fully paid and
          nonassessable; and the Hedge Securities conform to the description thereof
          contained in the Registration Statement and the Prospectus, as amended or
          supplemented;  












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        (i)              This
Agreement and the Forward Purchase Contract have been duly authorized,           executed
and delivered by the Company; and the Forward Purchase Contract           constitutes a
valid and legally binding agreement, enforceable in accordance           with its terms,
subject to bankruptcy, insolvency, fraudulent transfer,           reorganization,
moratorium and similar laws of general applicability relating to           or affecting
creditors’ rights and to general equity principles;  




        (j)              None
of the transactions contemplated by this Agreement will violate or result           in a
violation of Section 7 of the Exchange Act, or any regulation promulgated
          thereunder, including, without limitation, Regulations T, U and X of the Board
          of Governors of the Federal Reserve System;  




        (k)              Prior
to the date hereof, neither the Company nor any of its affiliates           (including
the Partnership) has taken any action which is designed to or which           has
constituted or which might have been expected to cause or result in
          stabilization or manipulation of the price of any security of the Company in
          connection with the offering of the Securities;  




        (l)              The
execution and delivery by the Company of this Agreement and the Forward
          Purchase Contract, the compliance by the Company with all of the provisions
          hereof and thereof and the consummation by the Company of the transactions
          herein and therein contemplated, including the issuance of the Hedge
Securities,           and, to its knowledge, the sale of the Securities and the
compliance by the           Company with all of the provisions of the Securities and the
consummation of the           transactions by the parties other than the Company herein
and therein           contemplated, will not conflict with or result in a breach or
violation of any           of the terms or provisions of, or constitute a default under,
(i) any indenture,           mortgage, deed of trust, loan agreement or other agreement
or instrument to           which the Company or any of its subsidiaries (including the
Partnership) is a           party or by which the Company or any of its subsidiaries
(including the           Partnership) is bound or to which any of the property or assets
of the Company           or any of its subsidiaries (including the Partnership) is
subject, (ii) the           provisions of the Articles of Incorporation or By-laws of the
Company, the           Certificate of Limited Partnership or partnership agreement of the
Partnership           or (iii) any statute or any order, rule or regulation of any court
or           governmental agency or body having jurisdiction over the Company or any of
its           subsidiaries (including the Partnership) or any of their properties other
than,           in the case of clauses (i) and (iii), such breaches or violation which,
if           determined adversely to the Company, would not reasonably be expected to
have a           material adverse effect on the current or future consolidated financial
          position, shareholders’ equity or results of operations of the Company and
          its subsidiaries taken as a whole or on the consummation of the transactions
          contemplated herein and therein; and no consent, approval, authorization,
order,           registration or qualification of or with any such court or governmental
agency           or body is required for the sale of the Securities or the consummation
by the           Company of the transactions contemplated by this Agreement or the
Forward           Purchase Contract, except such as have been, or will have been prior to
the           Closing Date (as defined in Section 3 hereof), obtained under the Act
and           such consents, approvals, authorizations, registrations or qualifications
as may           be required under state securities or Blue Sky laws or the rules of the
National           Association of Securities Dealers, Inc. or the New York Stock
Exchange, Inc. in           connection with the purchase and distribution of the
Securities by the           Underwriter;  













6 




        (m)              Neither
the Company nor any of its subsidiaries (including the Partnership) is           in
violation of its Articles of Incorporation, By-laws, Certificate of Limited
          Partnership or partnership agreement or in default in the performance or
          observance of any material obligation, covenant or condition contained in any
          indenture, mortgage, deed of trust, loan agreement, lease or other agreement or
          instrument to which it is a party or by which it or any of its properties may
be           bound;  




        (n)              The
statements set forth in the Registration Statement and the Prospectus under           the
captions “Capital Stock”, “Description of Common Stock”,
          “Certain Federal Income Tax Considerations” and “Plan of
          Distribution” and the statements set forth in the prospectus supplement
          under the captions “Recent Federal Tax Legislation” and
          “Underwriting” (other than the information furnished in writing to
the           Company by or on behalf of the Underwriter) are, insofar as such statements
          constitute a summary of the terms of the Securities and the Hedge Securities
and           the laws and documents referred to therein, accurate and complete in all
          material respects;  




        (o)              Other
than as set forth in the Prospectus, as amended or supplemented, there are           no
legal or governmental proceedings pending to which the Company or any of its
          subsidiaries (including the Partnership) is a party or of which any property of
          the Company or any of its subsidiaries (including the Partnership) is the
          subject which, if determined adversely to the Company or any of its
subsidiaries           (including the Partnership), would individually or in the
aggregate have a           material adverse effect on the current or future financial
position,           stockholders’ equity, partners’ capital or results of
operations of           the Company and its subsidiaries (including the Partnership);
and, to the best           of the Company’s knowledge and the Partnership’s
knowledge, no such           proceedings are threatened or contemplated by governmental
authorities or           threatened by others;  




        (p)              The
Company has qualified to be taxed as a real estate investment trust pursuant           to
Sections 856 through 860 of the Code for each of the fiscal years from           its
inception through the most recently completed fiscal year, and the           Company’s
present and contemplated organization, ownership, method of           operation, assets
and income, taking into account the consummation of the           transactions
contemplated herein and in the Forward Purchase Contract, are such           that the
Company is in a position under present law to so qualify for the           current fiscal
year and in the future;  












7 




        (q)              Neither
the Company nor the Partnership has knowledge of (i) the presence           of any
hazardous substances, hazardous materials, toxic substances or waste           materials
(collectively, “Hazardous Materials”) on any of the           properties
owned by it in violation of law or in excess of regulatory action           levels or (ii) any
unlawful spills, releases, discharges or disposal of           Hazardous Materials that
have occurred or are presently occurring on or off such           properties as a result
of any construction on or operation and use of such           properties, which presence
or occurrence would materially adversely affect the           condition, financial or
otherwise, or the earnings, business affairs or business           prospects of the
Company or the Partnership; and in connection with the           construction on or
operation and use of the properties owned by the Company and           the Partnership,
neither has any knowledge of any material failure to comply           with all applicable
local, state and federal environmental laws, regulations,           agency requirements,
ordinances and administrative and judicial orders;  




        (r)              This
Agreement and the Forward Purchase Contract will not result in a violation           by
the Underwriter or the Forward Counterparty and their affiliates of the 7%
          Ownership Limit (as defined in the Company’s Articles of Incorporation) on
          account of the Common Stock transferred pursuant to this Agreement and the
          Forward Purchase Contract (including, for this purpose, Common Stock loaned to
          the Forward Counterparty in connection with the Forward Purchase Contract),
          except to the extent that such Underwriter or Forward Counterparty Beneficially
          Owns (as defined in the Company’s Articles of Incorporation) additional
          shares of Common Stock constituting more than one half of one percent (0.5%) by
          value of the Company’s outstanding capital stock during the applicable
term           of this Agreement and the Forward Purchase Contract;  




        (s)              Neither
the Company nor the Partnership is, and after giving effect to the           offering and
sale of the Securities, the issuance of the Hedge Securities and           the
application of the proceeds thereof as described in the Prospectus, will be,           an
“investment company”, or an entity “controlled” by an           “investment
company”, as such terms are defined in the Investment           Company Act;  




        (t)              The
Purchase and Sale Agreement, dated February 14, 2005, among the Company,
          Macquarie Countrywide-Regency II, LLC, Macquarie Countrywide Trust, USRP Texas
          GP, LLC, U.S. Retail Partners, LLC, Eastern Shopping Centers Holding, LLC,
First           Washington Investment I, LLC and California Public Employees’ Retirement
          System, has been duly authorized, executed and delivered by the Company and
          Macquarie Countrywide-Regency II, LLC and constitutes a valid and legally
          binding agreement, enforceable in accordance with its terms, subject to
          bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
          similar laws of general applicability relating to or affecting creditors’          rights
and to general equity principles;  




        (u)              The
financial statements and the related notes thereto of the Company and its
          consolidated subsidiaries included or incorporated by reference in the
          Registration Statement and the Prospectus comply in all material respects with
          the applicable requirements of the Act and the Exchange Act, as applicable, and
          present fairly the financial position of the Company and its subsidiaries as of
          the dates indicated and the results of their operations and the changes in
their           cash flows for the periods specified; such financial statements have been
          prepared in conformity with generally accepted accounting principles applied on
          a consistent basis throughout the periods covered thereby, and the supporting
          schedules included or incorporated by reference in the Registration Statement
          present fairly the information required to be stated therein; and the other
          financial information included or incorporated by reference in the Registration
          Statement and the Prospectus has been derived from the accounting records of
the           Company and its subsidiaries and presents fairly the information shown
thereby;           and  












8 





        (v)              KPMG
LLP, who have certified certain financial statements of the Company and its
          subsidiaries and the Partnership and its subsidiaries, are independent public
          accountants as required by the Act and the rules and regulations of the
          Commission thereunder.  




        Any
certificate signed by any officer of the Company and delivered to the Underwriter or
counsel for the Underwriter in connection with the offering of the Securities shall be
deemed a representation and warranty by the Company, as to matters covered thereby, to the
Underwriter and to the Forward Counterparty. 



        2.    Purchase
and Sale. 




        (a)              Subject
to the terms and conditions and in reliance upon the representations and
          warranties herein set forth, the Forward Counterparty agrees to sell to the
          Underwriter and the Underwriter agrees to purchase from the Forward
          Counterparty, at a purchase price of $46.60 per share, 3,750,000 Underwritten
          Securities.  




        (b)              Subject
to the terms and conditions and in reliance upon the representations and
          warranties herein set forth, the Forward Counterperty hereby grants an option
to           the Underwriter to purchase up to 562,500 Option Securities at the same
purchase           price per share as the Underwriter shall pay for the Underwritten
Securities.           Said option may be exercised in whole or in part at any time on or
before the           30th day after the date of the Prospectus upon written or
telegraphic           notice by the Underwriter to the Forward Counterparty setting forth
the number           of shares of the Option Securities as to which the Underwriter is
exercising the           option and the settlement date.  




        3.    Delivery
and Payment. Delivery of and payment for the Underwritten           Securities and,
if the option provided for in Section 2(b) hereof shall have           been exercised on
or before the third Business Day prior to the Closing Date,           the Option
Securities, shall be made at 10:00 AM, New York City time, on           April 5,
2005, or at such time on such later date not more than three Business           Days
after the foregoing date as the Underwriter shall designate, which date and
          time may be postponed by agreement among the Underwriter, the Forward
          Counterparty and the Company or as provided in Section 9 hereof (such date
          and time of delivery and payment for the Securities being herein called the
          “Closing Date”). Delivery of the Securities shall be made to
          the Underwriter against payment by the Underwriter of the aggregate purchase
          price thereof to or upon the order of the Forward Counterparty, by wire
transfer           payable in same-day funds to an account specified by the Forward
Counterparty.           Delivery of the Underwritten Securities and the Option Securities
shall be made           through the facilities of DTC unless the Underwriter shall
otherwise instruct.  













9 




        If
the option provided for in Section 2(b) hereof is exercised after the third Business Day
prior to the Closing Date, the Forward Counterparty will deliver the Option Securities (at
the Forward Counterparty’s expense) to the Underwriter at 388 Greenwich Street, New
York, New York 10013, on the date specified by the Underwriter (which shall be within
three Business Days after exercise of said option) for the account of the Underwriter,
against payment by the Underwriter of the purchase price thereof to or upon the order of
the Forward Counterparty by wire transfer payable in same-day funds to an account
specified by the Forward Counterparty. If settlement for the Option Securities occurs
after the Closing Date, the Company will deliver to the Underwriter on the settlement date
for the Option Securities, and the obligation of the Underwriter to purchase the Option
Securities shall be conditioned upon receipt of, supplemental opinions, certificates and
letters confirming as of such date the opinions, certificates and letters delivered on the
Closing Date pursuant to Section 6 hereof. 



        4.    
Offering by Underwriter. It is understood that the Underwriter proposes
                    to offer the Securities for sale to the public as set forth in the
Prospectus.  




        5.    
Agreements. The Company agrees with the Underwriter and the Forward
                    Counterparty that:  




        (a)    
                    Prior to the termination of the offering of the Securities, the
Company will not                     file any amendment to the Registration Statement
(excluding filings under the                     Exchange Act incorporated by reference
into the Registration Statement) or                     amendment or supplement to the
Prospectus or any Rule 462(b) Registration                     Statement unless the
Company has furnished the Underwriter and the Forward                     Counterparty a
copy for their review prior to filing and will not file any such
                    proposed amendment or supplement to which the Underwriter or the
Forward                     Counterparty reasonably objects. Subject to the foregoing
sentence, if the                     Registration Statement has become or becomes
effective pursuant to                     Rule 430A, or filing of the Prospectus is
otherwise required under                     Rule 424(b), the Company will cause the
Prospectus, properly completed, and                     any amendment or supplement
thereto to be filed in a form approved by the                     Underwriter and the
Forward Counterparty with the Commission pursuant to the                     applicable
paragraph of Rule 424(b) within the time period prescribed and
                    will provide evidence satisfactory to the Underwriter and the Forward
                    Counterparty of such timely filing. The Company will promptly advise
the                     Underwriter and the Forward Counterparty (1) when the
Prospectus, and any                     amendment or supplement thereto, shall have been
filed (if required) with the                     Commission pursuant to Rule 424(b)
or when any Rule 462(b)                     Registration Statement shall have been
filed with the Commission, (2) when,                     prior to termination of the
offering of the Securities, any amendment to the                     Registration
Statement shall have been filed or become effective, (3) of                     any
request by the Commission or its staff for any amendment of the Registration
                    Statement, or any Rule 462(b) Registration Statement, or for any
amendment                     or supplement to the Prospectus or for any additional
information, (4) of                     the issuance by the Commission of any stop
order suspending the effectiveness of                     the Registration Statement or
the institution or threatening of any proceeding                     for that purpose and
(5) of the receipt by the Company of any notification                     with
respect to the suspension of the qualification of the Securities for sale
                    in any jurisdiction or the institution or threatening of any
proceeding for such                     purpose. The Company will use its reasonable best
efforts to prevent the                     issuance of any such stop order or the
suspension of any such qualification and,                     if issued, to obtain as
soon as possible the withdrawal thereof.  











10 




        (b)    
                    If, at any time when a prospectus relating to the Securities is
required to be                     delivered under the Act, any event occurs as a result
of which the Prospectus as                     then amended or supplemented would include
any untrue statement of a material                     fact or omit to state any material
fact necessary in order to make the                     statements therein in the light
of the circumstances under which they were made                     not misleading, or if
it shall be necessary to amend the Registration Statement                     or amend or
supplement the Prospectus to comply with the Act or the Exchange Act
                    or the respective rules thereunder, the Company promptly will (1) notify
                    the Underwriter and the Forward Counterparty of such event, (2) prepare
and                     file with the Commission, subject to the second sentence of
paragraph (a)                     of this Section 5, an amendment or supplement
which will correct such                     statement or omission or effect such
compliance and (3) supply any amended                     or supplemented Prospectus
to the Underwriter in such quantities as the                     Underwriter may
reasonably request.  




        (c)    
                    As soon as practicable, the Company will make generally available to
its                     security holders and to the Underwriter an earnings statement or
statements of                     the Company and its subsidiaries which will satisfy the
provisions of                     Section 11(a) of the Act and Rule 158 under
the Act.  




        (d)    
                    The Company will furnish to the Underwriter and counsel for the
Underwriter,                     without charge, signed copies of the Registration
Statement (including exhibits                     thereto) and, so long as delivery of a
prospectus by the Underwriter or a dealer                     may be required by the Act,
as many copies of the Prospectus and any amendment                     or supplement
thereto as the Underwriter may reasonably request. The Company                     will
pay the expenses of printing or other production of all documents relating
                    to the offering.  




        (e)    
                    The Company will arrange, if necessary, for the qualification of the
Securities                     for sale under the laws of such jurisdictions as the
Underwriter may designate,                     will maintain such qualifications in
effect so long as required for the                     distribution of the Securities and
will pay any fee of the National Association                     of Securities Dealers,
Inc. in connection with its review of the offering;                     provided that in
no event shall the Company be obligated to qualify to do                     business in
any jurisdiction where it is not now so qualified or to take any
                    action that would subject it to service of process in suits, other
than those                     arising out of the offering or sale of the Securities, in
any jurisdiction where                     it is not now so subject.  












11  




        (f)    
                    The Company will not, and will use its good faith efforts to cause
any other                     holder of Common Stock not to, without the prior written
consent of the                     Underwriter, offer, sell, contract to sell, pledge, or
otherwise dispose of (or                     enter into any transaction which is designed
to, or might reasonably be expected                     to, result in the disposition
(whether by actual disposition or effective                     economic disposition due
to cash settlement or otherwise) by the Company or any                     subsidiary of
the Company (including the Partnership) or any person in privity                     with
the Company or any subsidiary of the Company (including the Partnership)),
                    directly or indirectly, under any registration statement filed with
the                     Commission or prospectus supplement relating to an existing shelf
registration                     filed with the Commission (other than pursuant to
registration statements in                     effect on the date hereof for the benefit
of selling shareholders thereunder),                     any other shares of Common Stock
or any securities convertible into, or                     exercisable, or exchangeable
for, shares of Common Stock or publicly announce an                     intention to
effect any such transaction, for a period of 60 days after the date
                    of this Underwriting Agreement; provided, however, that
the                     Company may issue or sell Common Stock (i) pursuant to any
employee stock option                     plan, stock ownership plan or dividend
reinvestment plan of the Company in                     effect at the Execution Time,
(ii) upon the conversion of securities or the                     exercise of warrants
outstanding at the Execution Time, (iii) upon the                     redemption of
limited partnership units of any subsidiary of the Company
                    outstanding at the Execution Time or issued pursuant to contracts in
effect at                     the Execution Time, and (iv) in connection with the
transactions contemplated in                     this Underwriting Agreement, including
the forward stock purchase with the                     Forward Counterparty.  




        (g)    
                    The Company will comply with all applicable securities and other
applicable                     laws, rules and regulations, including, without
limitation, the Sarbanes Oxley                     Act of 2002, and to use its reasonable
best efforts to cause the Company’s                     directors and officers, in
their capacities as such, to comply with such laws,                     rules and
regulations, including, without limitation, the provisions of the
                    Sarbanes Oxley Act of 2002.  




        (h)    
                    The Company will not take, directly or indirectly, any action
designed to or                     that would constitute or that might reasonably be
expected to cause or result                     in, under the Exchange Act or otherwise,
stabilization or manipulation of the                     price of any security of the
Company to facilitate the sale or resale of the                     Securities.  




        6.    
Conditions to the Obligations of the Underwriter. The obligations of the
                    Underwriter to purchase the Underwritten Securities and the Option
Securities,                     as the case may be, shall be subject to the accuracy of
the representations and                     warranties on the part of the Company
contained herein as of the Execution Time,                     the Closing Date and any
settlement date pursuant to Section 3 hereof, to the                     accuracy of the
statements of the Company made in any certificates pursuant to                     the
provisions hereof, to the performance by the Company of its obligations
                    hereunder and to the following additional conditions:  




        (a)    
                    The Prospectus, and any amendment or supplement thereto, will be
filed in the                     manner and within the time period required by Rule 424(b);
and no stop                     order suspending the effectiveness of the Registration
Statement shall have been                     issued and no proceedings for that purpose
shall have been instituted or                     threatened.  












12 




        (b)    
                    The Company shall have requested and caused Foley & Lardner LLP,
counsel for                     the Company, to have furnished to the Underwriter their
opinion, dated the                     Closing Date and addressed to the Underwriter, to
the effect that:  




	 	        (i)    
                    each of the Company and its subsidiaries, including the Partnership,
has been                     duly incorporated or organized and is validly existing as a
corporation or other                     organization in good standing under the laws of
the jurisdiction in which it is                     chartered or organized, with full
corporate power and authority to own or lease,                     as the case may be,
and to operate its properties and conduct its business as                     described
in the Prospectus, as amended or supplemented, and is duly qualified
                    to do business as a foreign corporation and is in good standing under
the laws                     of each jurisdiction which requires such qualification and
is subject to no                     material liability or disability by reason of the
failure to be so qualified in                     any jurisdiction;  







	 	        (ii)    
                    all the outstanding shares of capital stock or partnership interests
of each                     subsidiary of the Company have been duly and validly
authorized and issued and                     are fully paid and nonassessable, and,
except as otherwise set forth on Exhibit                     A or in the Prospectus, as
amended or supplemented, all outstanding shares of                     capital stock or
partnership interests of such subsidiaries are owned by the                     Company
either directly or through wholly owned subsidiaries free and clear of
                    any perfected security interest and, to the knowledge of such
counsel, after due                     inquiry, any other security interest, claim, lien
or encumbrance;  







	 	        (iii)    
                    the Company’s authorized equity capitalization is as set forth
in the                     Prospectus; the capital stock of the Company conforms in all
material respects                     to the description thereof contained in the
Prospectus; the outstanding shares                     of Common Stock, including the
Securities, have been duly and validly authorized                     and issued and are
fully paid and nonassessable; the Hedge Securities have been                     duly and
validly authorized and, when issued and delivered to and paid for by
                    the Forward Counterparty pursuant to the Forward Purchase Contract,
will be duly                     and validly issued, fully paid and nonassessable; the
Securities are duly                     listed, and admitted and authorized for trading,
on the New York Stock Exchange;                     the certificates for the Securities
are in valid and sufficient form; the                     holders of outstanding shares
of capital stock of the Company are not entitled                     to preemptive or
other rights to subscribe for the Securities or the Hedge                     Securities
arising by operation of law or the Company’s articles of
                    incorporation or By-laws, or, to the knowledge of such counsel, under
any                     agreement by which the Company is bound; and, except as set forth
in the                     Prospectus, as amended or supplemented, to the knowledge of
such counsel, no                     options, warrants or other rights to purchase,
agreements or other obligations                     to issue, or rights to convert any
obligations into or exchange any securities                     for, shares of capital
stock of or ownership interests in the Company are                     outstanding;  















13 




	 	        (iv)    
                    to the knowledge of such counsel, there is no pending or threatened
action, suit                     or proceeding by or before any court or governmental
agency, authority or body                     or any arbitrator involving the Company or
any of its subsidiaries or its or                     their property of a character
required to be disclosed in the Registration                     Statement which is not
adequately disclosed in the Prospectus, and there is no                     franchise,
contract or other document relating to the Company or its
                    subsidiaries of a character required to be described in the
Registration                     Statement or Prospectus, or to be filed as an exhibit
thereto, which is not                     described or filed as required; and the
statements included or incorporated by                     reference in the Prospectus
under the headings “Capital Stock” and                     “Description of
Common Stock”, insofar as they purport to constitute a                     summary
of the terms of the Securities, and the statements included or
                    incorporated by reference in the Prospectus under the headings “Plan
of                     Distribution” and “Certain Federal Income Tax
Considerations” and                     in the prospectus supplement under the
headings “Recent Federal Tax                     Legislation” and “Underwriting” (other
than the information                     furnished in writing to the Company by or on
behalf of the Underwriter), insofar                     as such statements summarize
legal matters, agreements to which the Company is a                     party, documents
or proceedings discussed therein, are accurate and fair                     summaries of
such terms, legal matters, agreements, documents or proceedings;  







	 	        (v)    
                    the Registration Statement has become effective under the Act; any
required                     filing of the Prospectus, and any amendments or supplements
thereto, pursuant to                     Rule 424(b) has been made in the manner and
within the time period required                     by Rule 424(b); to the knowledge
of such counsel, no stop order suspending                     the effectiveness of the
Registration Statement has been issued, no proceedings                     for that
purpose have been instituted or threatened and the Registration
                    Statement and the Prospectus (other than the financial statements and
other                     financial and statistical information contained therein, as to
which such                     counsel need express no opinion), each as amended or
supplemented, comply as to                     form in all material respects with the
applicable requirements of the Act and                     the Exchange Act and the
respective rules thereunder; and although counsel                     assumes no
responsibility for the accuracy, completeness or fairness of
                    statements made therein except to the extent set forth in paragraph
(iv) above,                     such counsel has no reason to believe that on the
Effective Date or the date the                     Registration Statement was last deemed
amended the Registration Statement                     contained or contains any untrue
statement of a material fact or omitted or                     omits to state any
material fact required to be stated therein or necessary in                     order to
make the statements therein not misleading or that the Prospectus as of
                    its date or on the Closing Date included or includes any untrue
statement of a                     material fact or omitted or omits to state a material
fact necessary in order to                     make the statements therein, in the light
of the circumstances under which they                     were made, not misleading (in
each case, other than the financial statements and                     other financial
and statistical informationcontained therein, as to                     which such
counsel need express no opinion);  
















14 




	 	        (vi)    
                    this Agreement and the Forward Purchase Contract have been duly
authorized,                     executed and delivered by the Company; the Forward
Purchase Contract constitutes                     a valid and legally binding agreement,
enforceable in accordance with its terms,                     subject to bankruptcy,
insolvency, fraudulent transfer, reorganization,                     moratorium and
similar laws of general applicability relating to or affecting
                    creditors’ rights and to general equity principles; and the
Forward                     Purchase Contract conforms in all material respects to the
description thereof                     in the Prospectus;  







	 	        (vii)    
                    the Company is not and, after giving effect to the offering and sale
of the                     Securities, the issuance of the Hedge Securities and the
application of the                     proceeds thereof as described in the Prospectus,
will not be an “investment                     company” as defined in the
Investment Company Act;  







	 	        (viii)    
                    no consent, approval, authorization, filing with or order of any
court or                     governmental agency or body is required to be obtained by
the Company in                     connection with the transactions contemplated herein
and in the Forward Purchase                     Contract, except such as have been
obtained under the Act and such as may be                     required under the blue sky
laws of any jurisdiction in connection with the                     purchase and
distribution of the Securities by the Underwriter in the manner
                    contemplated in this Agreement and in the Prospectus and such other
approvals                     (specified in such opinion) as have been obtained;  







	 	        (ix)    
                    the execution and delivery by the Company of this Agreement and the
Forward                     Purchase Contract, its compliance with all of the provisions
hereof and thereof                     and the consummation by the Company of any of the
transactions herein and                     therein contemplated, including the issuance
of the Hedge Securities, and, to                     the knowledge of such counsel, the
sale of the Securities being sold by Forward                     Counterparty and the
consummation by the parties other than the Company of any                     of the
transactions herein and therein contemplated, will not conflict with,
                    result in a breach or violation of, or imposition of any lien, charge
or                     encumbrance upon any property or assets of the Company or its
subsidiaries                     pursuant to, (i) the charter or by-laws of the Company
or its subsidiaries, (ii)                     the terms of any indenture, contract,
lease, mortgage, deed of trust, note                     agreement, loan agreement or
other agreement, obligation, condition, covenant or                     instrument known
to such counsel and to which the Company or any of its                     subsidiaries
(including the Partnership) is a party or bound or to which its or
                    their property is subject, or (iii) any statute, law, rule,
regulation,                     judgment, order or decree known to such counsel to be
applicable to the Company                     or its subsidiaries (including the
Partnership) of any court, regulatory body,                     administrative agency,
governmental body or arbitrator or other authority having
                    jurisdiction over the Company or its subsidiaries or any of its or
their                     properties other than, in the case of clauses (ii) and (iii),
such breaches or                     violation which, if determined adversely to the
Company, would not reasonably be                     expected to have a material adverse
effect on the current or future consolidated                     financial position,
shareholders’ equity or results of operations of the                     Company and
its subsidiaries taken as a whole or on the consummation of the
                    transactions contemplated herein;  
















15 




	 	        (x)   
                    to such counsel’s knowledge no holders of securities of the
Company have                     rights to the registration of such securities under the
Registration Statement;                     and  







	 	        (xi)    
                    The Company has qualified to be taxed as a real estate investment
trust pursuant                     to Sections 856 through 860 of the Code for each
taxable year since its                     inception through the most recently completed
fiscal year, and based on                     assumptions set forth in the Prospectus and
certain representations of the                     Company set forth in an officer’s
certificate, the Company’s present                     and contemplated
organization, ownership, method of operation, assets and                     income,
taking into account the consummation of the transactions contemplated
                    herein and in the Forward Purchase Contract, are such that the
Company is in a                     position under present law to so qualify for the
current fiscal year and in the                     future.  







	 	
In
rendering such opinion, such counsel may rely (A) as to matters involving the
application of laws of any jurisdiction other than the State of Florida or the Federal
laws of the United States, to the extent they deem proper and specified in such opinion,
upon the opinion of other counsel of good standing whom they believe to be reliable and
who are satisfactory to counsel for the Underwriter and (B) as to matters of fact, to
the extent they deem proper, on certificates of responsible officers of the Company and
public officials. References to the Prospectus in this paragraph (b) shall also
include any amendments or supplements thereto at the Closing Date. 














16 




        (c)    
                    The Underwriter shall have received from Sullivan & Cromwell LLP,
counsel                     for the Underwriter, such opinion or opinions, dated the
Closing Date and                     addressed to the Underwriter, with respect to the
sale of the Securities, the                     Registration Statement, the Prospectus
(together with any amendment or                     supplement thereto) and other related
matters as the Underwriter may reasonably                     require, and the Company
shall have furnished to such counsel such documents as                     they request
for the purpose of enabling them to pass upon such matters.  




        (d)    
                    The Company shall have furnished to the Underwriter and the Forward
Counterparty                     a certificate of the Company, signed by the Chairman of
the Board or the                     President and the principal financial or accounting
officer of the Company or                     two other authorized signatories, dated the
Closing Date, to the effect that the                     signers of such certificate have
carefully examined the Registration Statement,                     the Prospectus, any
amendments or supplements to the Prospectus and this                     Agreement and
that:  




	 	        (i)    
                    the representations and warranties of the Company in this Agreement
are true and                     correct on and as of the Closing Date with the same
effect as if made on the                     Closing Date and the Company has complied
with all the agreements and satisfied                     all the conditions on its part
to be performed or satisfied at or prior to the                     Closing Date;  







	 	        (ii)    
                    no stop order suspending the effectiveness of the Registration
Statement has                     been issued and no proceedings for that purpose have
been instituted or, to the                     Company’s knowledge, threatened; and  







	 	        (iii)    
                    since the date of the most recent financial statements included or
incorporated                     by reference in the Prospectus (exclusive of any
amendment or supplement                     thereto), there has been no material adverse
effect on the condition (financial                     or otherwise), prospects,
earnings, business or properties of the Company and                     its subsidiaries,
taken as a whole, whether or not arising from transactions in                     the
ordinary course of business, except as set forth in or contemplated in the
                    Prospectus (exclusive of any amendment or supplement thereto).  







        (e)    
                    The Company shall have requested and caused KPMG LLP to have
furnished to the                     Underwriter, at the Execution Time and at the
Closing Date, letters, dated                     respectively as of the Execution Time
and as of the Closing Date, in form and                     substance satisfactory to the
Underwriter, confirming that they are independent                     accountants within
the meaning of the Act and the Exchange Act and the                     respective
applicable rules and regulations adopted by the Commission thereunder
                    and stating in effect that:  




	 	        (i)    
                    in their opinion the audited financial statements and financial
statement                     schedules included or incorporated by reference in the
Registration Statement                     and the Prospectus and reported on by them
comply as to form in all material                     respects with the applicable
accounting requirements of the Act and the Exchange                     Act and the
related rules and regulations adopted by the Commission;  
















17 




	 	        (ii)    
                    on the basis of a reading of the latest unaudited financial
statements made                     available by the Company and its subsidiaries;
carrying out certain specified                     procedures (but not an examination in
accordance with generally accepted                     auditing standards) which would
not necessarily reveal matters of significance                     with respect to the
comments set forth in such letter; a reading of the minutes                     of the
meetings of the stockholders, directors and the executive, audit and
                    investment committees of the Company and its subsidiaries; and
inquiries of                     certain officials of the Company who have responsibility
for financial and                     accounting matters of the Company and its
subsidiaries as to transactions and                     events subsequent to December 31,
2004, nothing came to their attention                     which caused them to believe
that:  







	 	        (1)    
                    with respect to the period subsequent to December 31, 2004,
there were any                     changes, at a specified date not more than five days
prior to the date of the                     letter, in the consolidated capital stock
(other than issuances of capital stock                     in connection with dividend
reinvestment plans, upon exercise of options and                     stock appreciation
rights, upon earn-outs of performance shares and upon                     conversions of
convertible securities, in each case which were outstanding on                     the
date of the latest balance sheet included or incorporated by reference in
                    the Prospectus) or any increase in the consolidated mortgage loans
payable or                     long-term debt of the Company and its subsidiaries or the
Partnership and its                     subsidiaries, or any decreases in total assets or
stockholders’ equity or                     other items specified by the
Underwriter, or any increases in any items                     specified by the
Underwriter, in each case as compared with the amounts shown on                     the
December 31, 2004 consolidated balance sheet included or incorporated
                    by reference in the Registration Statement and the Prospectus, or for
the period                     from January 1, 2005 to such specified date there were any
decreases, as                     compared with  the comparable period of the
preceding year consolidated net                     revenues or operating profit or the
total or per share amounts of consolidated                     net income or other items
specified by the Underwriter, or any increases in any                     items specified
by the Underwriter, in each case as compared with the comparable
                    period of the preceding year and with any other period of
corresponding length                     specified by the Underwriter, except in all
instances for changes or decreases                     set forth in such letter, in which
case the letter shall be accompanied by an                     explanation by the Company
as to the significance thereof unless said                     explanation is not deemed
necessary by the Underwriter; or  
















18 




	 	        (2)    
                    the information included or incorporated by reference in the
Registration                     Statement and Prospectus in response to Regulation S-K,
Item 301 (Selected                     Financial Data), Item 302 (Supplementary Financial
Information), and Item 503(d)                     (Ratio of Earnings to Fixed Charges) is
not in conformity with the applicable                     disclosure requirements of
Regulation S-K; and  







	 	        (iii)    
                    they have performed certain other specified procedures as a result of
which they                     determined that certain information of an accounting,
financial or statistical                     nature (which is limited to accounting,
financial or statistical information                     derived from the general
accounting records of the Company and its subsidiaries,                     including the
Partnership) set forth in the Registration Statement and the
                    Prospectus and in Exhibit 12 to the Registration Statement,
including the                     information included or incorporated by reference in
Items 1, 6 and 7 of                     the Company’s Annual Report on Form 10-K,
incorporated by reference in                     the Registration Statement and the
Prospectus, and the information included in                     the “Management’s
Discussion and Analysis of Financial Condition and                     Results of
Operations” included or incorporated by reference in the                     Company’s
Quarterly Reports on Form 10-Q, incorporated by reference in the
                    Registration Statement and the Prospectus, agrees with the accounting
records of                     the Company and its subsidiaries, excluding any questions
of legal                     interpretation.  







	 	        References
to the Prospectus in this paragraph (e) include any amendment or supplement thereto
at the date of the letter. 







        (f)              Subsequent
to the Execution Time or, if earlier, the dates as of which           information is
given in the Registration Statement (exclusive of any amendment           thereof) and
the Prospectus (exclusive of any amendment or supplement thereto),           there shall
not have been (i) any change or decrease specified in the           letter or
letters referred to in paragraph (e) of this Section 6 or           (ii) any
change, or any development involving a prospective change, in or           affecting the
condition (financial or otherwise), earnings, business or           properties of the
Company and its subsidiaries, taken as a whole, whether or not           arising from
transactions in the ordinary course of business, except as set           forth in or
contemplated in the Prospectus (exclusive of any amendment or           supplement
thereto) the effect of which, in any case referred to in           clause (i) or
(ii) above, is, in the sole judgment of the Underwriter, so           material and
adverse as to make it impractical or inadvisable to proceed with           the offering
or delivery of the Securities as contemplated by the Registration           Statement
(exclusive of any amendment thereof) and the Prospectus (exclusive of           any
amendment or supplement thereto).  












19 



        (g)              Prior
to the Closing Date, the Company shall have furnished to the Underwriter           such
further information, certificates and documents as the Underwriter may
          reasonably request.  




        (h)              Subsequent
to the Execution Time, there shall not have been any decrease in the           rating of
any of the Company’s debt securities by any “nationally           recognized
statistical rating organization” (as defined for purposes of           Rule 436(g)
under the Act) or any notice given of any intended or potential           decrease in any
such rating.  




        (i)              The
Hedge Securities shall have been listed and admitted or authorized for           trading
on the New York Stock Exchange, subject to official notice of issuance,           and
satisfactory evidence of such actions shall have been provided to the
          Underwriter and the Forward Counterparty.  




        (j)              Prior
to the Closing Date, the Company shall have used good faith efforts to           furnish
to the Underwriter a letter substantially in the form of Exhibit B           hereto from
each executive officer and director of the Company addressed to the
          Underwriter.  




        If
any of the conditions specified in this Section 6 shall not have been fulfilled when
and as provided in this Agreement, or if any of the opinions and certificates mentioned
above or elsewhere in this Agreement shall not be reasonably satisfactory in form and
substance to the Underwriter, this Agreement and all obligations of the Underwriter
hereunder may be canceled at, or at any time prior to, the Closing Date by the
Underwriter. Notice of such cancellation shall be given to the Company in writing or by
telephone or facsimile confirmed in writing. 



        The
documents required to be delivered by this Section 6 shall be delivered at the office
of Sullivan & Cromwell LLP, counsel for the Underwriter, at 125 Broad Street, New
York, New York 10004, on the Closing Date. 



        7.    Expenses. (a)
The Company covenants and agrees with the Underwriter and           the Forward
Counterparty that, whether or not the transactions contemplated in           this
Agreement are consummated or this Agreement is terminated, (i) the Company           will
pay or cause to be paid all registration, filing and stock exchange or           National
Association of Securities Dealers, Inc. fees, all fees and expenses of
          complying with securities or blue sky laws, all printing expenses, messenger
and           delivery expenses, any fees and disbursements of any counsel retained by
the           Company, any fees and disbursements of independent public accountants for
the           Company incurred in connection with the registration of the Securities
under the           Act, all underwriting discounts, if any, and commissions and transfer
taxes, if           any, and any premiums and other costs of policies of insurance
obtained by the           Company against liabilities arising out of the public offering
of the           Securities. It is understood, however, that, except as provided in this
Section           and Section 8 hereof, the Underwriter and the Forward Counterparty will
pay all           of their respective costs and expenses, including the fees of their
counsel,           transfer taxes on resale of any of the Securities by them, and any
advertising           expenses connected with any offers they may make.  












20 




        (b)              If
the sale of the Securities provided for herein is not consummated because any
          condition to the obligations of the Underwriter set forth in Section 6 hereof
is           not satisfied or because of any refusal, inability or failure on the part of
the           Company to perform any agreement herein or comply with any provision hereof
          other than by reason of a default by the Underwriter or the Forward
          Counterparty, the Company will reimburse the Underwriter and the Forward
          Counterparty on demand for all out-of-pocket expenses (including reasonable
fees           and disbursements of counsel) that shall have been incurred by it in
connection           with the proposed purchase and sale of the Securities.  




        8.    Indemnification
and Contribution. (a) The Company agrees to indemnify and           hold harmless the
Underwriter and the Forward Counterparty, the directors,           officers, employees
and agents of the Underwriter or Forward Counterparty and           each person who
controls the Underwriter or Forward Counterparty within the           meaning of either
the Act or the Exchange Act against any and all losses,           claims, damages or
liabilities, joint or several, to which they or any of them           may become subject
under the Act, the Exchange Act or other Federal or state           statutory law or
regulation, at common law or otherwise, insofar as such losses,           claims, damages
or liabilities (or actions in respect thereof) arise out of or           are based upon
any untrue statement or alleged untrue statement of a material           fact contained
in the registration statement for the registration of the           Securities as
originally filed or in any amendment thereof, or in the           Prospectus, or in any
amendment thereof or supplement thereto, or arise out of           or are based upon the
omission or alleged omission to state therein a material           fact required to be
stated therein or necessary in order to make the statements           therein not
misleading, and agrees to reimburse each such indemnified party, as           incurred,
for any legal or other expenses reasonably incurred by them in           connection with
investigating or defending any such loss, claim, damage,           liability or action;
provided, however, that the Company will not           be liable in any
such case to the extent that any such loss, claim, damage or           liability arises
out of or is based upon any such untrue statement or alleged           untrue statement
or omission or alleged omission made therein in reliance upon           and in conformity
with written information furnished to the Company by or on           behalf of the
Underwriter specifically for inclusion therein. This indemnity           agreement will
be in addition to any liability which the Company may otherwise           have.  




        (b)              The
Underwriter agrees to indemnify and hold harmless the Company, the Forward
          Counterparty, the directors, officers, employees and agents of the Company and
          the Forward Counterparty, and each person who controls the Company or the
          Forward Counterparty within the meaning of either the Act or the Exchange Act,
          to the same extent (excluding any provisos) as the foregoing indemnity from the
          Company to the Underwriter and the Forward Counterparty, but only with
reference           to written information relating to the Underwriter furnished to the
Company by           or on behalf of the Underwriter specifically for inclusion in the
documents           referred to in the foregoing indemnity. This indemnity agreement will
be in           addition to any liability which the Underwriter may otherwise have. The
Company           acknowledges that the following statements, as set forth under the
heading           “Underwriting” of the Prospectus, constitute the only
information           furnished by or on behalf of the Underwriter for inclusion in the
Prospectus:           (i) the name of the Underwriter and its participation in the sale
of the           Securities, (ii) the first full paragraph on page S-14, the carryover
paragraph           at the bottom of page S-14 and the first full paragraph on page S-15.  











21 





        (c)              Promptly
after receipt by an indemnified party under this Section 8 of notice of           the
commencement of any action, such indemnified party will, if a claim in           respect
thereof is to be made against the indemnifying party under this           Section 8,
notify the indemnifying party in writing of the commencement           thereof; but the
failure so to notify the indemnifying party (i) will not           relieve it from
liability under paragraph (a) or (b) above unless and to           the extent it did
not otherwise learn of such action and such failure results in           the forfeiture
by the indemnifying party of substantial rights and defenses, and           (ii) will
not, in any event, relieve the indemnifying party from any           obligations to any
indemnified party other than the indemnification obligation           provided in
paragraph (a) or (b) above. The indemnifying party shall be           entitled to
appoint counsel of the indemnifying party’s choice at the           indemnifying
party’s expense to represent the indemnified party in any           action for which
indemnification is sought (in which case the indemnifying party           shall not
thereafter be responsible for the fees and expenses of any separate           counsel
retained by the indemnified party or parties except as set forth below); provided,
however, that such counsel shall be satisfactory to the           indemnified
party. Notwithstanding the indemnifying party’s election to           appoint
counsel to represent the indemnified party in an action, the indemnified           party
shall have the right to employ separate counsel (including local counsel),           and
the indemnifying party shall bear the reasonable fees, costs and expenses of
          one such separate counsel (regardless of the number of indemnified parties) if
          (i) the use of counsel chosen by the indemnifying party to represent the
          indemnified party would present such counsel with a conflict of interest,
          (ii) the actual or potential defendants in, or targets of, any such action
          include both the indemnified party and the indemnifying party and the
          indemnified party shall have reasonably concluded that there may be legal
          defenses available to it and/or other indemnified parties which are different
          from or additional to those available to the indemnifying party, (iii) the
          indemnifying party shall not have employed counsel satisfactory to the
          indemnified party to represent the indemnified party within a reasonable time
          after notice of the institution of such action, or (iv) the indemnifying
          party shall authorize the indemnified party to employ separate counsel at the
          expense of the indemnifying party. An indemnifying party will not, without the
          prior written consent of the indemnified parties, settle or compromise or
          consent to the entry of any judgment with respect to any pending or threatened
          claim, action, suit or proceeding in respect of which indemnification or
          contribution may be sought hereunder (whether or not the indemnified parties
are           actual or potential parties to such claim or action) unless such
settlement,           compromise or consent includes an unconditional release of each
indemnified           party from all liability arising out of such claim, action, suit or
proceeding.  












22 




        (d)              In
the event that the indemnity provided in paragraph (a) or (b) of this
          Section 8 is unavailable to or insufficient to hold harmless an
indemnified           party for any reason, the Company and the Underwriter severally
agree to           contribute to the aggregate losses, claims, damages and liabilities
(including           legal or other expenses reasonably incurred in connection with
investigating or           defending same) (collectively, “Losses”) to
which the Company,           the Underwriter and the Forward Counterparty may be subject
in such proportion           as is appropriate to reflect the relative benefits received
by the Company and           the Underwriter from the offering of the Securities; provided,
however, that in no case shall the Underwriter be responsible for any
          amount in excess of the underwriting discount applicable to the Securities
          purchased by the Underwriter hereunder. If the allocation provided by the
          immediately preceding sentence is unavailable for any reason, the Company and
          the Underwriter severally shall contribute in such proportion as is appropriate
          to reflect not only such relative benefits but also the relative fault of the
          Company and the Underwriter in connection with the statements or omissions
which           resulted in such Losses as well as any other relevant equitable
considerations.           Benefits received by the Company shall be deemed to be equal to
the total           settlement amount received or reasonably expected to be received as
of the           Settlement Date (as such terms are defined in the Forward Purchase
Contract) and           benefits received by the Underwriter shall be deemed to be equal
to the total           underwriting discounts, in each case as set forth on the cover
page of the           Prospectus. Relative fault shall be determined by reference to,
among other           things, whether any untrue or any alleged untrue statement of a
material fact or           the omission or alleged omission to state a material fact
relates to information           provided by the Company on the one hand or the
Underwriter on the other hand,           the intent of the parties and their relative
knowledge, access to information           and opportunity to correct or prevent such
untrue statement or omission. The           Company and the Underwriter agree that it
would not be just and equitable if           contribution were determined by pro rata
allocation or any other method of           allocation which does not take account of the
equitable considerations referred           to above. Notwithstanding the provisions of
this paragraph (d), no person           guilty of fraudulent misrepresentation
(within the meaning of Section 11(f)           of the Act) shall be entitled to
contribution from any person who was not guilty           of such fraudulent
misrepresentation. For purposes of this Section 8, each           person who
controls the Underwriter or the Forward Counterparty within the           meaning of
either the Act or the Exchange Act and each director, officer,           employee and
agent of the Underwriter or the Forward Counterparty shall have the           same rights
to contribution as the Underwriter or the Forward Counterparty,           respectively,
and each person who controls the Company within the meaning of           either the Act
or the Exchange Act, and each director, officer, employee and           agent of the
Company shall have the same rights to contribution as the Company,           subject in
each case to the applicable terms and conditions of this           paragraph (d).  




        9.    Termination. This
Agreement shall be subject to termination in the           absolute discretion of the
Underwriter, by notice given to the Company and the           Forward Counterparty prior
to delivery of and payment for the Securities, if at           any time prior to such
time (i) trading in the Company’s Common Stock           shall have been
suspended by the Commission or the New York Stock Exchange or           trading in
securities generally on the New York Stock Exchange shall have been           suspended
or limited or minimum prices shall have been established on such           Exchange, (ii) a
banking moratorium shall have been declared either by           Federal or New York State
authorities, (iii) there shall have occurred any           outbreak or escalation of
hostilities, declaration by the United States of a           national emergency or war,
or other national or international calamity or crisis           the effect of which on
financial markets is such as to make it, in the sole           judgment of the
Underwriter, impractical or inadvisable to proceed with the           offering or
delivery of the Securities as contemplated by the Prospectus           (exclusive of any
amendment or supplement thereto); or (iv) a material           disruption has occurred in
commercial banking or securities settlement or           clearance services in the United
States.  











23 





        10.    Representations
and Indemnities to Survive. The respective agreements,           representations,
warranties, indemnities and other statements of the Company and           of the
Underwriter and the Forward Counterparty set forth in or made pursuant to           this
Agreement will remain in full force and effect, regardless of any           investigation
made by or on behalf of the Underwriter , the Forward Counterparty           or the
Company or any of the officers, directors, employees, agents or           controlling
persons referred to in Section 8 hereof, and will survive           delivery of and
payment for the Securities. The provisions of Sections 7           and 8 hereof
shall survive the termination or cancellation of this Agreement.  




        11.    Notices. All
communications hereunder will be in writing and effective           only on receipt, and,
if sent to the Underwriter, will be mailed, delivered or           telefaxed to Citigroup
Global Markets Inc., 388 Greenwich Street, New York, NY           10013, Attention:
General Counsel (fax no: (212) 816-7912); if sent to the           Forward Counterparty,
will be mailed, delivered or telefaxed to Citibank, N.A.,           390 Greenwich Street,
New York, NY 10013, Attention: Corporate Equity           Derivatives (fax no: (212)
723-8328), with a copy to Citibank, N.A., 250 West           Street, 10th floor,
New York, NY 10013, Attention: GCIB Legal Group           – Derivatives (fax no:
(212) 816-7772); or, if sent to the Company, will be           mailed, delivered or
telefaxed to the number and address of the Company set           forth in the
Registration Statement.  




        12.    Successors. This
Agreement will inure to the benefit of and be binding           upon the parties hereto
and their respective successors and the officers,           directors, employees, agents
and controlling persons referred to in           Section 8 hereof, and no other
person will have any right or obligation           hereunder.  




        13.    Applicable
Law. This Agreement will be governed by and construed in           accordance with
the laws of the State of New York applicable to contracts made           and to be
performed within the State of New York.  




        14.    Counterparts.
This Agreement may be signed in one or more counterparts,           each of which shall
constitute an original and all of which together shall           constitute one and the
same agreement.  




        15.    Headings. The
section headings used herein are for convenience only and           shall not affect the
construction hereof.  




        16.    Definitions. The
terms which follow, when used in this Agreement, shall           have the meanings
indicated.  











24 




	 	        “Act”
shall mean the Securities Act of 1933, as amended, and the rules and regulations of the
Commission promulgated thereunder. 







	 	        “Business
Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a
day on which banking institutions or trust companies are authorized or obligated by law to
close in New York City. 







	 	        “Code”shall
mean the Internal Revenue Code of 1986, as amended.  







	 	        “Commission”shall
mean the Securities and Exchange Commission.  







	 	        “DTC”shall
mean The Depository Trust Company. 







	 	        “Effective
Date” shall mean each date and time that the Registration Statement, any
post-effective amendment or amendments thereto and any Rule 462(b) Registration
Statement became or become effective. 







	 	        “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder. 







	 	        “Execution
Time” shall mean the date and time that this Agreement is first executed and
delivered by the parties hereto. 







	 	        “Investment
Company Act” shall mean the United States Investment Company Act of 1940, as
amended.  







	 	        “Prospectus”
shall mean the prospectus relating to the Securities that is first filed pursuant to
Rule 424(b) after the Execution Time or, if no filing pursuant to Rule 424(b) is
required, shall mean the form of final prospectus relating to the Securities included in
the Registration Statement at the Effective Date, in each case including the documents
incorporated by reference therein pursuant to the applicable form under the Act, as of the
date of such prospectus. 







	 	        “Registration
Statement” shall mean the registration statement referred to in paragraph 1(a)
above, including exhibits and financial statements, as amended at the Execution Time (or,
if not effective at the Execution Time, in the form in which it shall become effective)
and, in the event any post-effective amendment thereto or any Rule 462(b)
Registration Statement becomes effective prior to the Closing Date, shall also mean such
registration statement as so amended or such Rule 462(b) Registration Statement, as
the case may be. Such term shall include any Rule 430A Information deemed to be
included therein at the Effective Date as provided by Rule 430A. 







	 	        “Rule 424",
“Rule 430A” and “Rule 462” refer to such rules under the
Act.  















25 




	 	        “Rule 430A
Information” shall mean information with respect to the Securities and the offering
thereof permitted to be omitted from the Registration Statement when it becomes effective
pursuant to Rule 430A. 







	 	        “Rule 462(b)               Registration
Statement” shall mean a registration statement and any                amendments
thereto filed pursuant to Rule 462(b) relating to the offering
               covered by the registration statement referred to in Section 1(a)
hereof.  













EXECUTION COPY 






        If
the foregoing is in accordance with your understanding of our agreement, please sign and
return to us the enclosed duplicate hereof, whereupon this letter and your acceptance
shall represent a binding agreement among the Company, the Forward Counterparty and the
Underwriter. 



		Very truly yours,
	
 	Regency Centers Corporation
	
 	By:  /s/ Bruce M. Johnson
		        Name:  Bruce M. Johnson
		        Title:  Managing Director and Chief Financial Officer
	

 	Citibank, N.A.
	
 	By:  /s/ William Ortner
		        Name:  William Ortner
		        Title:  Authorized Representative







The foregoing Agreement is hereby

confirmed and accepted as of the 
date first above written. 



Citigroup Global Markets
Inc. 



By:  /s/ Mark Chu
        Name:  Mark Chu
        Title:  Director 











Exhibit A 
REGENCY CENTERS
CORPORATION 



Subsidiaries and
Equity Ownership Thereof 





	Entity	Jurisdiction	Owner(s)	Nature of

Interest	% of

Ownership
	Regency Centers Texas, LLC	Florida	Regency Centers Corporation	Member	100%
	Regency Centers, L.P.	Delaware	Regency Centers Corporation	General Partner	1.0%
	 	 	Regency Centers Texas, LLC	Limited Partner	96.3%
	 	 	Outside Investors	Limited Partners	2.7%
	Columbia Cameron Village SPE, LLC	Delaware	Regency Centers, L.P.	Member	30%
	 	 	Columbia Perfco Partners, L.P.	Member	70%
	Columbia Cameron Village, LLC	Delaware	Columbia Cameron Village SPE, LLC	Member	100%
	Columbia Regency Retail Partners, LLC	Delaware	Regency Centers, L.P.	Member	20%
	 	 	Columbia Perfco Partners, L.P.	Member	80%
	Columbia Retail Addison, LLC	Delaware	Columbia Regency Retail Partners, LLC	Member	100%
	Columbia Retail Addison Town Center,	Delaware	Columbia Retail Addison, LLC	General Partner	1%
	Limited Partnership	 	Columbia Regency Retail Partners, LLC	 	99%
	Columbia Retail Baker Hill, LLC	Delaware	Columbia Regency Retail Partners, LLC	Member	100%






A-1 








	Entity	Jurisdiction	Owner(s)	Nature of

Interest	% of

Ownership
	 	 	 	 	 
	Columbia Retail Deer Grove, LLC	Delaware	Columbia Regency Retail Partners, LLC	Member	100%
	Columbia Retail Deer Grove Center, LLC	Delaware	Columbia Retail Deer Grove, LLC	Member	100%
	Columbia Retail Dulles, LLC	Delaware	Columbia Regency Retail Partners, LLC	Member	100%
	Columbia Retail Fox Lake, LLC	Delaware	Columbia Regency Retail Partners, LLC	Member	100%
	Columbia Retail Fox Lake Crossing, LLC	Delaware	Columbia Retail Fox Lake, LLC	General Partner	1%
	 	 	Limited Partner	 	99%
	Columbia Retail Geneva Crossing, LLC	Delaware	Columbia Regency Retail Partners, LLC	Member	100%
	Columbia Retail Shorewood Crossing, LLC	Delaware	Columbia Regency Retail Partners, LLC	Member	100%
	Columbia Retail Special Member (GLP), LLC	Delaware	Columbia Perfco, L.P.	Member	80%
	 	 	Regency Centers, L.P.	 	20%
	Columbia Retail Stearns Crossing, LLC	Delaware	Columbia Regency Retail Partners, LLC	Member	100%
	Columbia Retail Texas 2, LLC	Delaware	Columbia Regency Retail Partners, LLC	Member	100%






A-2 









	Entity	Jurisdiction	Owner(s)	Nature of

Interest	% of

Ownership
	 	 	 	 	 
	Columbia Retail MacArthur Phase II, LP	Delaware	Columbia Retail Texas 2, LLC	General Partner	1%
	 	 	Columbia Regency Retail Partners, LLC	Limited Partner	99%
	Columbia Retail Texas 3, LLC	Delaware	Columbia Regency Retail Partners, LLC	Member	100%
	Columbia Retail Sweetwater Plaza, LP	Delaware	Columbia Retail Texas 3, LLC	General Partner	1%
	 	 	Columbia Regency Retail Partners, LLC	Limited Partner	99%
	Columbia Retail Washington 1, LLC	Delaware	Columbia Regency Retail Partners, LLC	Member	100%
	Columbia Cascade Plaza, LLC	Delaware	Columbia Retail Washington 1, LLC	Member	100%
	Columbia Regency Partners II, LLC	Delaware	Regency Centers, L.P.	Member	20%
	 	 	Columbia Perfco Partners, L.P.	Member	80%
	Macquarie CountryWide-Regency, LLC	Delaware	Regency Centers, L.P.	Member	25%
	 	 	Macquarie CountryWide (US) Corporation	Member	75%
	MCW-RC AL-Southgate, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	MCW-RC CA-Bear Creek Village, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%




A-3 













	Entity	Jurisdiction	Owner(s)	Nature of

Interest	% of

Ownership
	 	 	 	 	 
	MCW-RC CA-Campus, LLC (fka MCW-RC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	California, LLC)
	MCW-RC CA-Garden Village, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	MCW-RC CO-Cheyenne, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	MCW-RC FL-Anastasia, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	MCW-RC FL-Highlands, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	MCW-RC FL-King's, LLC (fka MCW-RC Florida,	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	LLC)
	MCW-RC FL-Lynn Haven, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	MCW-RC FL-Ocala, LLC (fka MCW-RC Florida	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	2, LLC)
	MCW-RC FL-Palm Harbour, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%






A-4 








	Entity	Jurisdiction	Owner(s)	Nature of

Interest	% of

Ownership
	 	 	 	 	 
	MCW-RC FL Pebblebrooke, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	MCW-RC FL-Shoppes at 104, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	MCW-RC GA-Bethesda Walk, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	MCW-RC GA-Braelinn Village, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	MCW-RC GA-Braelinn Village KMart, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	MCW-RC GA-Brookwood Village, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	MCW-RC GA-Buckhead Crossing, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	MCW-RC GA-Cobb Center, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	MCW-RC GA-Coweta Crossing, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%




A-5 












	Entity	Jurisdiction	Owner(s)	Nature of

Interest	% of

Ownership
	 	 	 	 	 
	MCW-RC GA-Holcomb 400, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	MCW-RC GA-Howell Mill Village, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	MCW-RC GA-Killian Hill, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	MCW-RC GA-Lindbergh Crossing, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	MCW-RC GA-Orchard, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	MCW-RC GA-Northlake Promenade, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	MCW-RC GA-Peachtree Parkway Plaza, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	MCW-RC GA-Powers Ferry Kroger, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	MCW-RC GA-Publix Plaza, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	MCW-RC GA-Rose Creek, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%






A-6 









	Entity	Jurisdiction	Owner(s)	Nature of

Interest	% of

Ownership
	 	 	 	 	 
	MCW-RC GA-Roswell Holding, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	MCW-RC GA-Roswell Crossing, LLC	Delaware	MCW-RC GA-Roswell Holding, LLC	Member	100%
	MCW-RC GA-Thomas Crossroads, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	MCW-RC GA-Trowbridge Crossing, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	MCW-RC GA-Woodstock Crossing, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	MCW-RC IL-Heritage Plaza, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	MCW-RC KY-Franklin, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	MCW-RC KY-Silverlake, LLC (fka MCW-RC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	Kentucky, LLC)
	MCW-RC NC-Bent Tree, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%




A-7 












	Entity	Jurisdiction	Owner(s)	Nature of

Interest	% of

Ownership
	 	 	 	 	 
	MCW-RC NC-Greystone Village, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	MCW-RC OR-Cherry Park, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	MCW-RC OR-Hillsboro, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	MCW-RC SC-Fairview Market, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	MCW-RC SC-Merchant's, LLC (fka MCW-RC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	South Carolina, LLC)
	MCW-RC SC-North Pointe, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	MCW-RC SC-Poplar Springs, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	MCW-RC SC-Poplar SpringsLand, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	MCW-RC SC-Rosewood, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	MCW-RC TN-Marketplace, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%




A-8 












	Entity	Jurisdiction	Owner(s)	Nature of

Interest	% of

Ownership
	 	 	 	 	 
	MCW-RC Texas GP, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	MCW-RC TX-Hebron, LLC (fka MCW-RC Texas,	Delaware	MCW-RC Texas GP, LLC	General Partner	.01%
	L.P.)	 	Macquarie CountryWide-Regency, LLC	Limited Partner	99.99%
	MCW-RC VA-Brookville, LLC (fka MCW-RC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	Virginia, LLC)
	MCW-RC VA-Somerset Crossing, LLC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	MCW-RC WA-James, LLC (fka MCW-RC	Delaware	Macquarie CountryWide-Regency, LLC	Member	100%
	Washington, LLC)
	Macquarie CountryWide Regency II, LLC	Delaware	Macquarie CountryWide (US) No. 2	Member	65%
	 	 	Corporation
	 	 	Regency Centers, L.P.	Member	35%
	MCW/MDP-Regency, LLC	Delaware	Regency Centers, L.P.	Member	25%
	 	 	MCW/MDP, LLC	Member	75%
	MCD-RC CA-Amerige, LLC	Delaware	MCW/MDP-Regency, LLC	Member	100%
	MCD-RC El Cerrito Holdings, LLC	Delaware	MCW/MDP-Regency, LLC	Member	100%
	MCD-RC CA-El Cerrito, LLC	Delaware	MCD-RC El Cerrito Holdings, LLC	Member	100%




A-9 












	Entity	Jurisdiction	Owner(s)	Nature of

Interest	% of

Ownership
	 	 	 	 	 
	MCD-RC OH-Milford, LLC	Delaware	MCW/MDP-Regency, LLC	Member	100%
	RegCal, LLC	Delaware	California State Teachers Retirement	Member	75%
	 	 	System
	 	 	Regency Centers, L.P.	Member	25%
	CAR Braemar Village, LLC	Delaware	RegCal, LLC	Member	100%
	CAR Corral Hollow, LLC	Delaware	RegCal, LLC	Member	100%
	CAR Fuquay Holding, LLC	Delaware	RegCal, LLC	Member	100%
	CAR Fuquay Crossing, LLC	Delaware	CAR Fuquay Holding, LLC	Member	100%
	CAR Fuquay Property, LLC	Delaware	RegCal, LLC	Member	100%
	KF-BRE, LLC	Delaware	RegCal, LLC	Member	100%
	KF-REG Holding, LLC	Delaware	RegCal, LLC	Member	100%
	KF-REG Associates, LLC	Delaware	KF-REG Holding, LLC	Member	100%
	King Farm Center, LLC	Delaware	KF-REG Associates, LLC	Member	100%
	Bammel North Houston Center, Ltd.	Texas	Regency Centers, L.P.	General Partner	Varies
	 	 	HEB Grocery Company, LP	Limited Partner




A-10 













	Entity	Jurisdiction	Owner(s)	Nature of

Interest	% of

Ownership
	 	 	 	 	 
	Bear Creek Village Center, LLC	Delaware	Regency Centers, L.P.	Member	100%
	Belleview Square, LLC	Delaware	Regency Centers, L.P.	Member	100%
	Clayton Valley Shopping Center, LLC	Delaware	Regency Centers, L.P.	Member	100%
	Gateway Azco GP, LLC	Delaware	Regency Centers, L.P.	Member	100%
	AZCO Partners	Pennsylvania	Gateway Azco Partners GP, LLC	General Partner	1%
	 	 	Regency Centers, L.P.	Limited Partner	99%
	Gateway Azco Manager, LLC	Delaware	Regency Centers, L.P.	Member	100%
	NSHE Winnebago, LLC	Arizona	Regency Centers, L.P.	Member	100%
	Northlake Village Shopping Center, LLC	Florida	Regency Centers, L.P.	Member	100%
	OTR/Regency Colorado Realty Holdings, L.P.	Ohio	Regency Centers, L.P.	General Partner	30%
	 	 	OTR (Nominee for State Teachers	Limited Partner	70%
	 	 	Retirement Board of Ohio)
	OTR/Regency Texas Realty Holdings, L.P.	Ohio	Regency Centers, L.P.	General Partner	30%
	 	 	OTR (Nominee for State Teachers	Limited Partner	70%
	 	 	Retirement Board of Ohio)
	Queensboro Associates, L.P.	Georgia	Regency Centers, L.P.	General Partner	50%
	 	 	Real Sub, LLC	Limited Partner	50%




A-11 












	Entity	Jurisdiction	Owner(s)	Nature of

Interest	% of

Ownership
	 	 	 	 	 
	Regency Centers Advisors, LLC	Florida	Regency Centers, L.P.	Member	100%
	RC CA Santa Barbara, LLC	Delaware	Regency Centers, L.P.	Member	100%
	RC Georgia Holdings, LLC	Georgia	Regency Centers, L.P.	Member	100%
	Regency Braemar, LLC	Delaware	Regency Centers, L.P.	Member	100%
	Regency Centers Georgia, L.P.	Georgia	RC Georgia Holdings, LLC	General Partner	1%
	 	 	Regency Centers, L.P.	Limited Partner	99%
	Regency Opitz, LLC	Delaware	Regency Centers, L.P.	Member	100%
	Regency Remediation, LLC	Florida	Regency Centers, L.P.	Member	100%
	Regency Tall Oaks Village Center, LLC	Delaware	Regency Centers, L.P.	Member	100%
	Regency Woodlands/Kuykendahl	Texas	Regency Centers, L.P.	General Partner	50%
	 	 	HEB Grocery Company, LP	Limited Partner	50%
	R&KS Dell Range, LLC	Wyoming	Regency Centers, L.P.	Member	100%
	Silver Spring Square II, LLC	Delaware	Regency Center, L.P.	Member	75%
	 	 	TCH Realty Development Co., LLC	Member	25%
	T&M Shiloh Development Company	Texas	Regency Centers, L.P.	General Partner	100%




A-12 












	Entity	Jurisdiction	Owner(s)	Nature of

Interest	% of

Ownership
	 	 	 	 	 
	T&R New Albany Development Company, LLC	Ohio	Regency Centers, L.P.	Member	50%
	 	 	Topvalco	Member	50%
	Vista Village, LLC	Delaware	Regency Realty Group, Inc.	Member	50%
	 	 	Civic Partners Vista Village I, LLC	Member	50%
	RRG Holdings, LLC	Florida	Regency Centers, L.P.	Member	100%
	Regency Realty Group, Inc.	Florida	Regency Centers, L.P.	Preferred Stock	100%
	 	 	Common Stock	 	7%
	 	 	RRG Holdings, LLC	Common Stock	93%
	8th and 20th Chelsea, LLC	Delaware	Regency Realty Group, Inc.	Member	100%
	Alameda Bridgeside Shopping Center, LLC	Delaware	Regency Realty Group, Inc.	Member	100%
	Bammel Center, LLC	Delaware	Regency Realty Group, Inc.	Member	100%
	Bordeaux Development, LLC	Florida	Regency Realty Group, Inc.	Member	100%
	Broadman, LLC	Delaware	Regency Realty Group, Inc.	Member	100%
	Cathedral City Rio Vista Town Centre, LLC	Delaware	Regency Realty Group, Inc.	Member	100%
	Centerplace of Greeley, LLC	Delaware	Regency Realty Group, Inc.	Member	100%




A-13 












	Entity	Jurisdiction	Owner(s)	Nature of

Interest	% of

Ownership
	 	 	 	 	 
	The Center at Slatten Ranch, LLC	Delaware	Regency Realty Group, Inc.	Member	100%
	Cherry Street Center, LLC	Delaware	Regency Realty Group, Inc.	Member	100%
	Chestnut Powder, LLC	Georgia	Regency Realty Group, Inc.	Member	100%
	Dixon, LLC	Florida	Regency Realty Group, Inc.	Member	100%
	East Towne Center, LLC	Delaware	Regency Realty Group, Inc.	Member	Interests
	 	 	Lake McLeod, LLC	Member
	Edmunson Orange Corp.	Tennessee	Regency Realty Group, Inc.	Common Stock	100%
	Fortuna Regency, LLC	Delaware	Regency Realty Group, Inc.	Member	100%
	Gilroy Crossing Holding, LLC	Delaware	Regency Realty Group, Inc.	Member	100%
	Gilroy Crossing Center, LLC	Delaware	Gilroy Crossing Holding, LLC	Member	100%
	Gilroy Shopping Center, Inc.	Delaware	Regency Realty Group, Inc.	Common Stock	100%
	GME/RRG I, LLC	Delaware	Regency Realty Group, Inc	Member	50%
	 	 	G.M.E. Anaheim, LLC	Member	50%
	Harding Place, LLC	Delaware	Regency Realty Group, Inc.	Member	50%
	 	 	RFM Harding, LLC	Member	50%
	Tennessee-Florida Investors, LLC	Delaware	Harding Place, LLC	Member	100%




A-14 












	Entity	Jurisdiction	Owner(s)	Nature of

Interest	% of

Ownership
	 	 	 	 	 
	Hasley Canyon Village, LLC	Delaware	Regency Realty Group, Inc.	Member	50%
	 	 	Community Company, LLC	Member	50%
	Hermitage Development II, LLC	Florida	Regency Realty Group, Inc.	Member	100%
	Hoadly Regency, LLC	Delaware	Regency Realty Group, Inc.	Member	Interests
	 	 	John H. Donegan	Member
	Hollymead Town Center, LLC	Delaware	Regency Realty Group, Inc.	Member	50%
	 	 	DRG-Charlottesville Developers, LLC	Member	50%
	Jog Road, LLC	Florida	Regency Realty Group, Inc.	Member	50%
	 	 	Bentz Capital Group, LLC	Member	50%
	Southland Centers II, LLC	Florida	Jog Road, LLC	Member	100%
	K&G/Regency II, LLC	Delaware	Regency Realty Group, Inc.	Member	50%
	 	 	K&G Equities VII, LLC	 	50%
	Luther Properties, Inc.	Tennessee	Regency Realty Group, Inc.	Common Stock	100%
	Marietta Outparcel, Inc.	Georgia	Regency Realty Group, Inc.	Common Stock	100%
	The Marketplace at Briargate, LLC	Delaware	Regency Realty Group, Inc.	Member	100%
	Merrimack Shopping Center, LLC	Delaware	Regency Realty Group, Inc.	Member	100%




A-15 












	Entity	Jurisdiction	Owner(s)	Nature of

Interest	% of

Ownership
	 	 	 	 	 
	Middle Tennessee Development, LLC	Delaware	Regency Realty Group, Inc.	Member	100%
	Mountain Meadow, LLC	Delaware	Regency Realty Group, Inc.	Member	100%
	Murieta Gardens Shopping Center, LLC	Delaware	Regency Realty Group, Inc.	Member	100%
	New Windsor Marketplace, LLC	Delaware	Regency Realty Group, Inc.	Member	100%
	R2 Media, LLC	Florida	Regency Realty Group, Inc.	Member	100%
	RRG Net, LLC	Florida	Regency Realty Group, Inc.	Member	100%
	RRG-RMC-Tracy, LLC	Delaware	Regency Realty Group, Inc.	Member	100%
	Regency Blue Ash, LLC	Delaware	Regency Realty Group, Inc.	Member	100%
	Regency Braemar, LLC	Delaware	Regency Realty Group, Inc.	Member	100%
	Regency Cahan-Clovis, LLC	Delaware	Regency Realty Group, Inc.	Member	50%
	 	 	Cahan Properties, Inc.	Member	50%
	Regency/DS Ballwin, LLC	Missouri	Regency Realty Group, Inc.	Member	50%
	 	 	DS Ballwin Partners, Inc.	Member	50%
	Regency I-45/Spring Cypress Retail, L.P.	Delaware	Regency Realty Group, Inc.	General Partner	Interests
	 	 	HEB Grocery Company, L.P.	Limited Partner
	Regency Magi, LLC	Delaware	Regency Realty Group, Inc.	Member	Interests
	 	 	Magi, LLC	Member




A-16 












	Entity	Jurisdiction	Owner(s)	Nature of

Interest	% of

Ownership
	 	 	 	 	 
	Regency Marinita-LaQuinta, LLC	Delaware	Regency Realty Group, Inc.	Member	Interests
	 	 	Marinita Development Co.	Member
	Regency Petaluma, LLC	Delaware	Regency Realty Group, Inc.	Member	100%
	Regency Realty Colorado, Inc.	Florida	Regency Realty Group, Inc	Common Stock	80%
	 	 	Snowden Leftwich	Common Stock	20%
	 	 	(see Note 1)
	Regency Realty Group-NE, Inc.	Florida	Regency Realty Group, Inc.	Common Stock	100%
	Regency Somerset, LLC	Delaware	Regency Realty Group, Inc.	Member	100%
	Rhett Remount, Inc.	South Carolina	Regency Realty Group, Inc.	Common Stock	100%
	Signal Hill Two, LLC	Delaware	Regency Realty Group, Inc.	Member	Interests
	 	 	John H. Donegan	Member
	Signature Plaza, LLC	Delaware	Regency Realty Group, Inc.	Member	100%
	Slausen Central, LLC	Delaware	Regency Realty Group, Inc.	Member	100%
	Thompson Nolensville, LLC	Florida	Regency Realty Group, Inc.	Member	100%
	Tinwood, LLC	Florida	Regency Realty Group, Inc.	Member	50%
	 	 	Member	 	50%




A-17 












	Entity	Jurisdiction	Owner(s)	Nature of

Interest	% of

Ownership
	 	 	 	 	 
	Tulip Grove, LLC	Florida	Regency Realty Group, Inc.	Member	100%
	Valleydale, LLC	Delaware	Regency Realty Group, Inc.	Member	100%
	West End Properties, LLC	Florida	Regency Realty Group, Inc.	Member	100%









Note 1: Snowden Leftwich is a Regency
employee who is the licensed broker for this entity. Colorado requires that the broker
must own a minimum of 20% of the equity in a licensed entity. 

















A-18 












EXHIBIT B 



[Letterhead of
executive officer or director of Corporation]  



Regency Centers
Corporation
Public Offering of Common Stock 



March __, 2005 




Citigroup Global Markets
Inc.
388 Greenwich Street  
New York, NY 10013  



Ladies and Gentlemen: 



        This
letter is being delivered to you in connection with the proposed Underwriting Agreement
(the “Underwriting Agreement”), between Regency Centers Corporation, a
Florida corporation (the “Company”) Citibank, N.A., and you, as
underwriter, relating to an underwritten public offering of Common Stock, $0.01 par value
(the “Common Stock”), of the Company. 



        In
order to induce you (the “Underwriter”) to enter into the Underwriting
Agreement, the undersigned will not, without the prior written consent of the Underwriter,
offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any
transaction which is designed to, or might reasonably be expected to, result in the
disposition (whether by actual disposition or effective economic disposition due to cash
settlement or otherwise) by the undersigned or any affiliate of the undersigned or any
person in privity with the undersigned or any affiliate of the undersigned), directly or
indirectly, including the filing (or participation in the filing) of a registration
statement with the Securities and Exchange Commission in respect of, or establish or
increase a put equivalent position or liquidate or decrease a call equivalent position
within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the Securities and Exchange Commission promulgated thereunder
with respect to, any shares of Common Stock or any securities convertible into or
exercisable or exchangeable for Common Stock, or publicly announce an intention to effect
any such transaction, for a period of 60 days after the date of the Underwriting
Agreement, other than shares of Common Stock (i) delivered by the undersigned to the
Company for the purpose of paying (1) the exercise price on the exercise by the
undersigned of options to purchase Common Stock granted to the undersigned by the Company
and (2) taxes imposed on such exercise of options, (ii) disposed of as bona fide gifts, so
long as the donee of such gift agrees in writing to be bound by the restrictions set forth
herein and notice of such gift is given to the Underwriter or (iii) sold pursuant to a
10b5-1 trading plan adopted before the Execution Date. 












        If
for any reason the Underwriting Agreement shall be terminated prior to the Closing Date
(as defined in the Underwriting Agreement), the agreement set forth above shall likewise
be terminated. 



		Yours very truly,
	
 	[Signature of executive officer or director]
	
 	[Name and address of executive officer or director]