AMENDED AND RESTATED
SEVERANCE AND CHANGE OF CONTROL AGREEMENT
THIS AGREEMENT, effective as of the __ day of April, 2002, is by and between REGENCY CENTERS
CORPORATION, a Florida corporation (the "Company") and BRUCE M. JOHNSON (the "Employee").
WHEREAS, the Company, formerly known as Regency Realty Corporation, and the Employee previously
entered into a change of control agreement, dated the 1st day of June, 2000 (the "Prior Agreement"); and
WHEREAS, to further induce the Employee to remain as an executive officer of the Company and a key
employee of the Company and/or one or more of the Regency Entities (as defined below), the Company and the
Employee desire to enter into an amended and restated severance and change of control agreement (the
"Agreement"), which Agreement will replace and supersede the Prior Agreement; and
WHEREAS, the parties agree that the restrictive covenants underlying certain of the Employee's obligations
under this Agreement are necessary to protect the goodwill or other business interests of the Regency Entities and
that such restrictive covenants do not impose a greater restraint than is necessary to protect such goodwill or
other business interests.
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, including the
Employee's agreement to continue as an executive officer of the Company and as an employee of one or more of
the Regency Entities, the Employee's agreement to provide consulting services following certain terminations of
employment pursuant to the terms hereof, and the restrictive covenants contained herein, the Employee and the
Company agree as follows:
1. Definitions. The following words, when capitalized in this Agreement, shall have the meanings ascribed below:
(a) "Affiliate" shall have the meaning given to such term in Rule 12b-2 of the General Rules and Regulations of the
(b) "Board" means the Board of Directors of the Company.
(c) "Cause" means:
(i) the willful and