Capital Markets Derivative Operations Cincinnati, OH 45263 Phone: 855-615-3522 Date: July 8, 2016 To: PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP II, L.P. Attention: Julie Schwierling Phone: 513-338-2781 Email: JSCHWIERLING@PHILLIPSEDISON.COM...

Exhibit 10.2

Capital Markets Derivative Operations

00 Xxxxxxxx Xxxxxx XX 00000X

Cincinnati, OH 45263

Phone: 000-000-0000

Date: July 8, 2016

To: XXXXXXXX XXXXXX GROCERY CENTER OPERATING PARTNERSHIP II, L.P.

Attention: Xxxxx Xxxxxxxxxxx

Phone: 000-000-0000

Email: XXXXXXXXXXXX@XXXXXXXXXXXXXX.XXX

USI: 1030451071FITB38944RA425565984900000000000

Re: Interest Rate Swaps 38944

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction

entered into between FIFTH THIRD BANK ("Party A") and XXXXXXXX XXXXXX GROCERY CENTER OPERATING PARTNERSHIP II, L.P. (“Party B”) on the Trade Date specified below (“Transaction"). This letter constitutes a "Confirmation" as referred to in the Agreement specified below.

1. Each Transaction entered into under this Confirmation will be subject to, and governed by the provisions of, the 2006

ISDA Definitions as published by the International Swaps and Derivatives Association, Inc., not including subsequent

amendments or supplements (the "Definitions"). In the event of any inconsistency between the Definitions and this

Confirmation, this Confirmation will govern.

2. This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of June 17,

2016, as amended and supplemented from time to time (the “Agreement”), between Party A and Party B. All provisions

contained in the Agreement govern this Confirmation except as expressly modified below. In the event of any

inconsistency between the Agreement and this Confirmation, this Confirmation will govern.

3. Each party represents and warrants to the other party as follows:

a) Such party is fully informed of and capable of evaluating, and has evaluated, the potential financial benefits and

risks, the tax and accounting implications, the appropriateness in light of its individual financial circumstances,

business affairs, and risk management capabilities, and the conformity to its policies and objectives, of this

Transaction.

b) Such party has entered into this Transaction in reliance only upon its own judgment. Neither party holds itself out

as advising, or any of its employees or agents as having the authority to advise, the other party as to whether or

not it should enter into this Transaction, and neither party shall have any liability whatsoever in respect of any

advice of such nature given, or views expressed, by it or any such persons to the other party, whether or not such

advice is given or such views are expressed at the request of the other party.

c) Such party has entered into this Transaction for purposes of hedging and not for the purpose of speculation.

4. Please acknowledge your agreement to the terms hereof by delivering back to Fifth Third an executed version of this

Confirmation. If you do not return an unaltered, fully-executed version of this Confirmation to Fifth Third within 3 business

days of the date of your receipt of this Confirmation, you shall be deemed to have accepted the terms hereof as set forth

herein.

5. The terms of the particular Transaction to which this Confirmation relates are as follows.

Transaction Type: Interest Rate Swap

Payment Currency: USD

Notional Currency: USD

Notional Amount: 121,500,000.00

Term:

Trade Date: July 07, 2016

Effective Date: August 01, 2016

Termination Date: June 03, 2020, subject to adjustment in accordance with the Preceding Business Day Convention.

Fixed Amounts:

Fixed Rate Payer:         XXXXXXXX XXXXXX GROCERY CENTER OPERATING PARTNERSHIP II, L.P.

Fixed Rate Calculation Periods:     From and including the 1st day of each month to but excluding the 1st day of the

following month starting on August 01, 2016, continuing until June 03, 2020,

(however the final Calculation Period will be from and including May 01, 2020

to and excluding June 03, 2020), subject to adjustment in accordance with the Modified Following Business Day Convention.

Fixed Rate Payer Payment Dates:     Monthly on the 1st day of each month commencing on September 01, 2016,

through and including June 03, 2020, subject to adjustment in accordance with the

Modified Following Business Day Convention.

Fixed Rate:             0.757500%

Fixed Rate Day Count Fraction:     Act/360

Fixed Rate Business Day Convention: Modified Following

Fixed Rate Business Days:     London, New York

Floating Amounts:

Floating Rate Payer:         FIFTH THIRD BANK

Floating Rate Calculation Periods:     From and including the 1st day of each month to but excluding the 1st day of the

following month starting on August 01, 2016, continuing until June 03, 2020,

(however the final Calculation Period will be from and including May 01, 2020, to

and excluding June 03, 2020), subject to adjustment in accordance with the

Modified Following Business Day Convention.

Floating Rate Payer Payment Dates: Monthly on the 1st day of each month commencing on September 01, 2016,

through and including June 03, 2020, subject to adjustment in accordance with

the Modified Following Business Day Convention. Floating Rate Day Count

Fraction:             Act/360

Floating Rate Business Day Convention: Modified Following

Floating Rate Business Days:     London, New York

Floating Rate for Initial Calculation Period: TBD

Floating Rate Option:         USD-LIBOR-BBA, however the reference to “London Banking Days” in the third

line of the definition of “USD-LIBOR-BBA” as published in Section 7.1.(ab)

(xxii) of the 2006 ISDA Definitions is replaced by [“New York and London

Business Days”].

Floating Rate Option Designated Maturity: 1 Month

Floating Rate Spread:         None

Floating Rate Compounding:     Inapplicable

Floating Rate Method of Averaging: None

Floating Rate Reset Dates:     First day of each Calculation Period.

Floating Rate Rounding Convention: 5 decimal places per the ISDA definition.

Calculation Agent:         As referenced in ISDA Schedule 4(e)

Payment Instructions:     Payment to Party A shall be made in immediately available funds to:

Int Settle Acct Name:     Fifth Third Bank CM

Int ABA:         000000000

Int Acct #:         7024699832

Attention:         Capital Markets Derivatives Operations

Payment to Party B shall be made in immediately available funds to:

Ext Settle Acct Name:     XXXXXXXX XXXXXX GROCERY CENTER OPERATING

PARTNERSHIP II, L.P.

Ext ABA:         xxxxx0039

Ext Acct #:         xxxxxx6879

Please confirm that the foregoing correctly sets forth the terms of our agreement by having an authorized officer execute

this Confirmation and returning it to the Capital Markets Derivatives Group at Fifth Third Bank (Fax no. 000-000-0000) or

(email: XXX.XxxxxxxXxxxxxx@00.xxx).

Yours Truly,

FIFTH THIRD BANK

By:     /s/ Xxxxxxx Xxxx

Name:     Xxxxxxx Xxxx

Title:     Vice President

XXXXXXXX XXXXXX GROCERY CENTER OPERATING PARTNERSHIP II, L.P.

By: PE Grocery Center OP XX XX LLC,

A Delaware limited liability company,

Its General Partner

By:     /s/ Xxxxxx X. Xxxxx

Name:    Xxxxxx X. Xxxxx

Title:    Vice President & Secretary