AGREEMENT RELATING TO DISPOSITION OF SHARES



                  THIS AGREEMENT is dated as of June 11, 2003, by and between

REGENCY CENTERS CORPORATION, a Florida corporation ("Company"), and SECURITY

CAPITAL GROUP INCORPORATED, a Maryland corporation ("Security Capital").



                  WHEREAS, Security Capital beneficially owns 34,273,236 shares

of the Company's common stock (the "Shares"), constituting approximately 56.6%

of the Company's outstanding common stock;



                  WHEREAS, Security Capital and the Company are parties to a

Stockholders Agreement dated as of July 10, 1996 entered into by the Company and

Security Capital's predecessors in interest, Security Capital U.S. Realty and

Security Capital Holdings, S.A., as amended by (i) Amendment No. 1 to

Stockholders Agreement dated as of February 10, 1997, (ii) Amendment No. 2 to

Stockholders Agreement dated as of December 4, 1997, (iii) Amendment No. 3 to

Stockholders Agreement dated as of September 23, 1998, (iv) Amendment No. 4 to

Stockholders Agreement dated as of September 2, 1999, (v) letter agreement dated

June 14, 2002, and (vi) Amendment to Stockholders Agreement dated as of April 4,

2002 (as so amended, the "Stockholders Agreement");



                  WHEREAS, pursuant to a Registration Rights Agreement dated as

of July 10, 1996 (the "Registration Rights Agreement"), the Company has filed a

registration statement with the Securities and Exchange Commission for the sale

by Security Capital of the Shares from time to time (SEC File No. 333-105408)

(the "Registration Statement");



                  WHEREAS, Security Capital wishes to realize the value of its

investment in the Shares by disposing of a portion of the Shares in an

underwritten public offering pursuant to the Registration Statement (the

"Secondary Offering") and a contemporaneous underwritten public offering

involving the sale of underwriter debt securities exchangeable for Shares after

three years (the "DECS Offering");



                  WHEREAS, Security Capital expects to enter into forward

contracts (the "Forward Contracts") with certain of the underwriters (the

"Forward Contract Underwriters") covering a portion of the Shares (the "Forward

Contract Shares") providing for Security Capital to deliver the Forward Contract

Shares to the Forward Contract Underwriters in 2004;



                  WHEREAS, Security Capital expects to cease to have any

economic interest in the Forward Contract Shares at the time of closing of the

public offerings but will continue to have voting power over the Forward

Contract Shares during the term of the Forward Contracts;



                  WHEREAS, the Company wishes to facilitate Security Capital's

sale of the Shares and in connection therewith and as a condition to this

Agreement is entering into a purchase and sale agreement of even date herewith

(the "Purchase and Sale Agreement") to acquire up to $150,000,000 of Shares,

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