March 7, 1997


Regency Realty Corporation
121 West Forsyth Street, Suite 200
Jacksonville, Florida 32202

      Re:   Partnership Units

Ladies and Gentlemen:

      The undersigned,  Branch Properties,  L.P., a Georgia limited  partnership
("Branch"),  Branch Realty, Inc., a Georgia corporation  ("Branch Realty"),  and
Regency Realty Corporation, a Florida corporation ("Regency"), have entered into
a  Contribution  Agreement and Plan of  Reorganization,  dated February 10, 1997
(the  "Contribution  Agreement"),  regarding  the  formation  of Regency  Retail
Partnership, L.P., a Delaware limited partnership (the "Partnership"),  to which
a wholly  owned  subsidiary  of  Regency  is  contributing  cash and  Branch  is
contributing shopping center properties and other assets used in the real estate
business.  All  capitalized  terms not otherwise  defined  herein shall have the
meanings  ascribed  to them in the  Contribution  Agreement  or the  Partnership
Agreement.  Pursuant to the terms of the Contribution Agreement, the undersigned
will receive (i) Reorganization  Shares and (ii) Units which may be redeemed for
Shares of Common Stock pursuant to the terms of the Partnership Agreement.

      In consideration of the foregoing,  the undersigned hereby agrees that for
a period of one year from the  First  Closing  Date,  he will not,  without  the
express written consent of Regency,  (i) offer for sale, sell,  transfer,  give,
pledge,  assign,  irrevocably  hypothecate or otherwise  dispose of, directly or
indirectly,  any of the  Units,  or enter  into any  contract,  option  or other
agreement or understanding regarding the same (collectively,  a "Transfer"),  or
(ii)  exercise a Redemption  Right with respect to any Units.  In addition,  the
undersigned  agrees that during any  three-month  period (a "Quarterly  Period")
during the two years ending on the third  anniversary date of the First Closing,
he will neither  Transfer,  nor  exercise a Redemption  Right with respect to, a
number of Units  greater  than the number  arrived at by (a)  multiplying  12.5%
times the Cumulative Elapsed Quarterly Periods (as defined below) times the Base
Amount (as  defined  below) and (b)  subtracting  the total  number of Units and
Reorganization  Shares  issued to the  undersigned  at the First Closing and any
Subsequent Closing that the undersigned has Transferred.  Base Amount equals the
sum of the  total  number  of Units  and  Reorganization  Shares  issued  to the
undersigned at the First Closing and any Subsequent Closing.  Cumulative Elapsed
Quarterly  Periods means the total number of Quarterly Periods that have elapsed
since the first anniversary of the First Closing, plus one.





Regency Realty Corporation
March 7, 1997
Page -2-



      Nothing  herein shall  prevent the  undersigned  from making a Transfer (a
"Permitted   Transfer")  to  a  Person  described  in  Section  11.3(a)  of  the
Partnership  Agreement to whom a Limited  Partner may transfer Units without the
consent of the General Partner,  provided that such transferee agrees in writing
to be  bound by the  provisions  of this  Agreement.  In  order  to  effect  any
Permitted Transfer, the undersigned must deliver to Regency a duly executed copy
of the  instrument  making  such  Permitted  Transfer  within 10 days after such
Permitted  Transfer and such instrument must evidence the written  acceptance by
the assignee of all of the terms and  conditions of this Agreement and represent
that  such  assignment  was  made in  accordance  with all  applicable  laws and
regulations.

      The  foregoing  agreements  shall be  binding on the  undersigned  and the
undersigned's  respective  heirs,  personal   representatives,   successors  and
permitted assigns.

                                Very truly yours,



                                          /s/ J. Alexander Branch III
                                          J. Alexander Branch III

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