AMENDMENT TO STOCKHOLDERS AGREEMENT

      THIS AMENDMENT (this "AMENDMENT"), dated as of April 5, 2002, is by and
between Regency Centers Corporation (formerly Regency Realty Corporation), a
Florida corporation ("REGENCY"), Security Capital Group Incorporated, a Maryland
corporation ("SCG"), and The Regency Group, Inc., a Florida corporation ("TRG")
and amends the Stockholders Agreement dated as of July 10, 1996, by and among
Regency, Security Capital U.S. Realty, a Luxembourg corporation ("Realty"), and
Security Capital Holdings S.A. ("Holdings"), a Luxembourg corporation and a
formerly wholly owned subsidiary of Realty (as previously amended, the
"STOCKHOLDERS AGREEMENT"), and to which SCG (both as to itself and as successor
to all the rights of Realty and Holdings under the Investor Agreement) has
become party as a result of the transactions between Security Capital, Realty
and Holdings and the consent granted by the Company pursuant to that certain
letter agreement dated June 14, 2000.

      NOW, THEREFORE, in consideration of the premises and of the mutual
covenants, agreements and warranties herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound, the parties hereto agree as
follows:

1.    STANDSTILL:  Clause (x) in the first sentence of Section
      5.1(a) and 5.1(b) of the  Stockholders  Agreement shall be modified to, in
      each case,  replace the words "January 10, 2003" with the words "April 10,
      2003."

2.    MISCELLANEOUS. Except as amended by this Agreement, the Stockholders
      Agreement  shall remain in full force and effect,  and this  Amendment and
      the  Stockholders  Agreement  together  shall be considered one agreement,
      including  that all of the  Miscellaneous  provisions  of Section 7 of the
      Stockholders Agreement shall apply equally hereto.

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the day and year written above.

                               REGENCY CENTERS CORPORATION



                               By:   /s/ Bruce M. Johnson
                                  ---------------------------------
                                  Name:  Bruce M. Johnson
                                  Title: Managing Director and
                                         Chief Financial Officer


                               THE REGENCY GROUP, INC.



                               By:   /s/ Bruce M. Johnson
                                  ---------------------------------
                                  Name:  Bruce M. Johnson
                                  Title: Managing Director and
                                         Chief Financial Officer


                               SECURITY CAPITAL GROUP INCORPORATED



                               By:   /s/ C. Ronald Blankenship
                                 ---------------------------------
                                  Name:  C. Ronald Blankenship
                                  Title: Vice Chairman and
                                         Chief Operating Officer