0001193125-05-159270 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 5th, 2005 • Regency Centers Corp • Real estate investment trusts • New York

REGISTRATION RIGHTS AGREEMENT, dated as of July 18, 2005, by and among Regency Centers, L.P., a Delaware limited partnership (the “Partnership”), Regency Centers Corporation, a Florida corporation (“Regency”), and J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC, Commerzbank Capital Markets Corp., Wells Fargo Securities, LLC, SunTrust Capital Markets, Inc., ING Financial Markets LLC, Piper Jaffray & Co. and PNC Capital Markets, Inc. (collectively, the “Purchasers”), relating to the 5.25% Notes due August 1, 2015 of the Partnership guaranteed by Regency.

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As of EXCHANGE AGENT AGREEMENT
Exchange Agent Agreement • August 5th, 2005 • Regency Centers Corp • Real estate investment trusts • New York

Regency Centers, L.P. (the “Partnership”) proposes to make an offer (the “Exchange Offer”) to exchange all of its outstanding 5.25% Notes due August 1, 2015, together with the related guarantee of Regency Centers Corporation (“Regency”) (the “Outstanding Notes”) for its registered 5.25% Notes due (the “Registered Notes”), together with the related guarantee of Regency. The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated ________, 2005 (the “Prospectus”), proposed to be distributed to all record holders of the Outstanding Notes. The Outstanding Notes and the Registered Notes are collectively referred to herein as the “Notes.”

REGENCY CENTERS, L.P. AND REGENCY CENTERS CORPORATION TO WACHOVIA BANK, NATIONAL ASSOCIATION Trustee
Indenture • August 5th, 2005 • Regency Centers Corp • Real estate investment trusts • New York
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