Exhibit 10(a)
     Amendment and Restatement of Agreement effective as of January 1, 2009
     AGREEMENT by and between EASTGROUP PROPERTIES,  INC. a Maryland corporation
(the "Company"), with offices at the Pinnacle Building, 190 East Capitol Street,
Jackson,  Mississippi 39201, and __________ (the  "Executive"),  effective as of
the 1st day of January, 2009.
     WHEREAS, the Company entered into an agreement designated the Severance and
Change in  Control  Agreement  with the  Executive,  dated as of the 29th day of
December, 2006, the "Prior Agreement"); and
     WHEREAS,  the intent of the Prior  Agreement  was to provide the  Executive
with certain  severance and death  benefits and with  compensation  arrangements
upon a Change in Control (as defined in the Prior  Agreement)  that provided the
Executive with financial  security upon a Change in Control and were competitive
with those of other  corporations,  and that would not be subject to distortion,
when  considered on a net after-tax  basis, by the excise tax imposed by section
4999 of the Internal Revenue Code of 1986, as amended (the "Code"); and
     WHEREAS,  the Board of Directors of the Company (the "Board")  confirms the
intent and  purposes  of the Prior  Agreement  and  wishes to conform  the Prior
Agreement to the  requirements of section 409A of the Code for plans of deferred
compensation,  to the extent  benefits  provided  under the Prior  Agreement are
deferred  compensation  for purposes of section 409A; and in order to accomplish
these objectives,  the Board has caused the Company to enter into this Agreement
as an amendment to and restatement of the Prior Agreement.
     NOW  THEREFORE,  the  parties,  for good  and  valuable  consideration  and
intending to be legally bound, agree as follows:
     1. Operation and Term of Agreement.  This Agreement shall amend and restate
the Prior Agreement  effective January 1, 2009. This Agreement may be terminated
by the  Company  upon  24  months'  advance  written  notice  to the  Executive;
provided, however, that after a Change in Control of the Company during the term
of this  Agreement,  this  Agreement  shall  remain in  effect  until all of the
obligations  of the parties under the Agreement are satisfied and the Protection
Period  (as  defined  below)  has  expired.  Prior to a Change in  Control  this
Agreement  shall  immediately  terminate  upon  Termination  of the  Executive's
employment  or upon the  Executive's  ceasing  to be an  elected  officer of the
Company, except in the case of such Termination under circumstances set forth in
Section 2(g), 3, or 4 below.
     2. Certain  Definitions.  The  following  words and phrases  shall have the
meanings given for the purposes of this Agreement:
     (a) "Average Annual  Compensation" shall mean an amount equal to the annual
average of the sums of (i) the  Executive's  annual base salary from the Company
(ii) the amount of cash bonus paid by the Company to the Executive, in each case
for the three calendar years that ended  immediately  before (or, if applicable,
coincident with) a specified date.
     (b) "Breach of Duty" shall mean (i) the Executive's  willful  misconduct in
the  performance  of his duties  toward the Company;  or (ii) the  commission or
omission  of any  act by the  Executive  that  constitutes  on the  part  of the
Executive  fraud or  dishonesty  toward the  Company;  provided,  however,  that
"Breach  of  Duty"  shall  not  include  the  Executive's  lack of  professional
qualifications.  For purposes of this  Agreement,  an act, or failure to act, on
the Executive's part shall be considered  "willful" only if done, or omitted, by
him not in good faith and without  reasonable belief that his action or omission
was in the best interest of the Company. The Executive's employment shall not be
deemed to have been  Terminated  for "Breach of Duty"  unless the Company  shall
have given or delivered to the Executive (A) reasonable notice setting forth the
reasons for the Company's intention to Terminate the Executive's  employment for
"Breach of Duty";  (B) a reasonable  opportunity,  at any time during the 30-day
period after the Executive's receipt of such notice, for the Executive, together
with his counsel,  to be heard before the Board; and (C) a Notice of Termination
(as defined in Section 13 below)  stating that, in the good faith opinion of not
less than a majority of the entire  membership  of the Board,  the Executive was
guilty of the conduct set forth in clauses (i) or (ii) of the first  sentence of
this Section 2(b).
     (c)  "Cause"  shall  mean (i) the  continued  failure by the  Executive  to
perform his material  responsibilities and duties toward the Company (other than
any such failure  resulting from the  Executive's  incapacity due to physical or
mental  illness);  (ii) the  engaging  by the  Executive  in willful or reckless
conduct that is demonstrably  injurious to the Company  monetarily or otherwise;
(iii)  the  Executive's  conviction,  entry  of a plea  of nolo  contendere,  or
admission  of guilt,  for any felony or any lesser  crime if such  lesser  crime
involves fraud or  dishonesty,  moral  turpitude,  or any conduct that adversely
affects the  business or  reputation  of the  Company,  (iv) the  commission  or
omission  of any  act by the  Executive  that  constitutes  on the  part  of the
Executive fraud, dishonesty, or malfeasance, misfeasance, or nonfeasance of duty
toward the Company;  or (v) any other action or conduct by the Executive that is
injurious to the Company, its business,  or its reputation;  provided,  however,
that  "Cause"   shall  not  include  the   Executive's   lack  of   professional
qualifications.  For purposes of this  Agreement,  an act, or failure to act, on
the Executive's  part shall be considered  "willful" or "reckless" only if done,
or  omitted,  by him not in good faith and  without  reasonable  belief that his
action or omission was in the best interest of the Company
     (d)  "Change in  Control"  shall mean a change in control of a nature  that
would be required  to be  reported  in response to Item 6(e) of Schedule  14A of
Regulation  14A  promulgated  under the  Securities and Exchange Act of 1934, as
amended (the "Exchange Act"), whether or not the Company is then subject to such
reporting requirements;  provided that, without limitation,  a Change in Control
shall be  deemed to have  occurred  if (i) any  person  (as such term is used in
section 13(d) and 14(d) of the Exchange Act) is or becomes  beneficial owner (as
defined in Rule 13d-3  under the  Exchange  Act),  directly  or  indirectly,  of
securities of the Company representing 30 percent or more of the combined voting
power of the Company's then outstanding securities; or (ii) during any period of
two consecutive years, the following persons (the "Continuing  Directors") cease
for any reason to  constitute  a majority of the Board:  individuals  who at the
beginning of such period  constitute  the Board and new directors  each of
whose  election  to the Board or  nomination  for  election  to the Board by the
Company's  security holders was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the beginning of the
period or whose  election or nomination for election was previously so approved;
or (iii) the security  holders of the Company approve a merger or  consolidation
of  the  Company  with  any  other  corporation,  other  than  (A) a  merger  or
consolidation  that  would  result  in the  voting  securities  of  the  Company
outstanding  immediately  before  the  merger  or  consolidation  continuing  to
represent  (either by remaining  outstanding  or by being  converted into voting
securities of such surviving  entity) a majority of the voting securities of the
Company or of such surviving entity outstanding immediately after such merger or
consolidation  or (B) a merger  of  consolidation  that is  approved  by a Board
having a majority of its members persons who are Continuing Directors,  of which
Continuing  Directors  not less than  two-thirds  have  approved  the  merger or
consolidation;  or (iv) the  security  holders of the Company  approve a plan of
complete  liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company's assets.
     (e) "Code" shall mean the Internal Revenue Code of 1986, as amended.
     (f)  "Disability,"  for  purposes  of  this  Agreement,  shall  mean  total
disability as defined in any long-term  disability plan sponsored by the Company
in which the Executive participates, or, if there is no such plan or it does not
define such term, then Disability  shall mean the physical or mental  incapacity
of the Executive that prevents the Executive from  substantially  performing the
duties of the office or position to which the Executive was elected or appointed
by the Board for a period of at least 180 days,  which incapacity is expected to
be permanent and continuous through the Executive's 65th birthday.
     (g) The "Change in Control  Date" shall be any date during the term of this
Agreement  on which a Change in Control  occurs.  Notwithstanding  any  contrary
provision  in this  Agreement,  if the  Executive's  employment  or status as an
elected  officer with the Company is Terminated by the Company within six months
before  the date on which a  Change  in  Control  occurs,  and it is  reasonably
demonstrated  that such  Termination (i) was at the request of a third party who
has taken steps reasonably  calculated or intended to effect a Change in Control
or (ii)  otherwise  arose in  connection  with or  anticipation  of a Change  in
Control,  then for the purposes of this  Agreement  the "Change in Control Date"
shall mean the date immediately before the date of such Termination.
     (h) "Good Reason" means:
     (i) the  assignment to the Executive  within the  Protection  Period of any
duties materially  inconsistent with the Executive's position (including status,
offices,   titles   and   reporting   requirements,    authority,   duties,   or
responsibilities)  or any other action that results in a material  diminution in
such position, authority, duties, or responsibilities;
     (ii) a material  reduction by the Company in the Executive's base salary in
effect immediately before the beginning of the Protection Period or as increased
from time to time after the beginning of the Protection Period;
     (iii) a material  reduction by the Company in the Executive's  annual bonus
opportunity  or in the  target  level  for  such  bonus  or in the  level of the
Executive's  long term bonus  opportunity or equity  incentive  opportunity,  as
compared to such opportunity or level in effect immediately before the beginning
of the Protection Period;
     (iv) the Company's requiring the Executive, without the Executive's written
consent,  to be based at any  office or  location  materially  distant  from his
office  location  immediately  before the  beginning of the  Protection  Period,
except for travel  reasonably  required in the  performance  of the  Executive's
     (v) any purported Termination by the Company of the Executive's  employment
for  Breach  of Duty  otherwise  than as  referred  to in  Section  2(b) of this
Agreement; or
     (vi) any failure by the Company to obtain the assumption of the obligations
contained in this  Agreement by any successor as  contemplated  in Section 12 of
this Agreement;
provided,  however,  that Good Reason shall not exist unless the Executive gives
notice to the Company of the  existence  of a condition  described  in paragraph
(i), (ii), (iii),  (iv), (v), or (vi) within 90 days of the initial existence of
the condition,  and the Company does not remedy the condition  within 30 days of
receipt of notice from the Executive.
     (i) "Parent"  means any entity that directly or  indirectly  through one or
more  other  entities  owns or  controls  more  than 50  percent  of the  voting
securities or shares of beneficial interest of the Company.
     (j) "Protection Period" means the period beginning on the Change in Control
Date and ending on the last day of the 24-calendar month following the Change in
Control Date.
     (k)  "Subsidiary"  means  a  company  50  percent  or  more  of the  voting
securities of which are owned, directly or indirectly, by the Company.
     (l) The words "Terminate" or "Termination"  with respect to the Executive's
employment  shall refer to the  Executive's  separation  from  service  with the
Company,  as that term is defined in the  regulations  under section 409A of the
     3. Termination Without Cause, not During the Protection Period.  Should the
Company  Terminate  the  Executive's  employment  without  Cause (as  defined in
Section  2(c)),  other than during the  Protection  Period  described in Section
2(j),  the  Company  shall  pay the  amount  described  in  Section  3(a) to the
Executive  and,  provided the  Executive  signs and does not revoke a waiver and
release  agreement as described in Section 3(c),  the Company shall also pay the
amount described in Section 3(b):
     (a) The  Executive's  base salary and vacation pay (for vacation not taken)
accrued but unpaid through the date of Termination of employment,  to be paid in
cash upon the customary pay date.
     (b) A lump sum  severance  payment in an amount  equal to the  product of 2
times the Executive's Average Annual Compensation as of the date of Termination,
to be paid in cash on the 60th day after the date of Termination.
     (c) As a condition of the Company's  obligation to pay the amount described
in Section 3(b), the Executive shall execute a waiver and release agreement,  in
a form  satisfactory  to the Company and by the time  specified  by the Company,
that  releases  the  Company and all  affiliates  from any and all claims of any
nature whatsoever,  including,  without limit, any and all statutory claims, and
shall not revoke the waiver and release within any revocation period required by
law or permitted by the Company.
     4. Death During Employment.  Should the Executive die while employed by the
Company, the Company shall pay the following amounts to the Executive's estate:
     (a) The  Executive's  base salary and vacation pay (for vacation not taken)
accrued but unpaid through the date of the Executive's death.
     (b) A lump sum death benefit in an amount equal to the Executive's  Average
Annual  Compensation  as of the date of death, to be paid in cash within 60 days
of death,  provided that, if the 60-day period straddles two calendar years, the
Company shall designate the year of payment.
     5. Disability.  During the first 90 days of a Disability, the Company shall
continue to pay the  Executive's  salary,  and the Executive shall remain in the
employ of the Company during that period.
     6.  Benefits  upon  Termination  under  Certain  Circumstances  During  the
Protection  Period.  If the Executive's  employment is Terminated by the Company
during the  Protection  Period other than for Breach of Duty or  Disability  and
other than as a result of the Executive's death, or if the Executive  Terminates
his employment during the Protection  Period for Good Reason,  the Company shall
pay to the  Executive  in a lump sum in cash  within  ten days after the date of
Termination the aggregate of the amounts described in paragraphs (a) and (b) and
shall provide the benefits described in paragraphs (c), (d), and (e).
     (a) The  Executive's  base salary and vacation pay (for vacation not taken)
accrued but unpaid through the date of Termination of employment; and
     (b) A lump sum  severance  payment in an amount  equal to the  product of 3
times the Executive's  Average Annual  Compensation as of the Change in Control;
     (c) Upon the date of  Termination,  all  outstanding  options issued to the
Executive  by the  Company to  purchase  shares of the  Company's  common  stock
("Common  Shares")  shall  become   immediately   exercisable,   and  all  stock
appreciation  rights  issued to the  Executive  by the Company  with  respect to
Common Shares shall become immediately exercisable.
     (d) The Company shall provide the Executive  with life  insurance  coverage
and health plan coverage substantially  comparable to the coverage the Executive
receiving from the Company  immediately  before  Termination of employment;  the
provision of such coverage will continue until the expiration of the 24-calendar
month  period   following  the  date  of  the  Termination  of  the  Executive's
employment,  or,  if  earlier,  until the date on which  the  Executive  becomes
eligible for comparable  coverage in connection with subsequent  employment (the
"Coverage Period"), subject to the following:
     (i) For any portion of the Coverage Period (i) that coincides with a period
during which COBRA continuation coverage is available to the Executive under the
Company's health plan and (ii) during which health plan coverage is not provided
under an  insured  plan,  the  Executive  shall  duly  elect  and pay for  COBRA
continuation  coverage.  The  Company's  obligation  with respect to health plan
coverage is conditioned on the Executive's  duly electing,  and then paying for,
such COBRA  coverage.  The Company shall reimburse the Executive for the cost of
such COBRA coverage and shall pay such  reimbursement upon receipt of reasonable
substantiating documentation from the Executive, but in any event not later than
the end of the calendar  year  following the year in which the COBRA expense was
     (ii) For any  portion of the  Coverage  Period  during  which  health  plan
coverage or life  insurance  coverage,  or both, is or are not  available  under
insured plans covering  employees of the Company,  except, in the case of health
plan coverage,  the period  covered by paragraph (i), the Company shall,  rather
than providing such coverage for the Executive,  reimburse the Executive for the
Executive's  expense of  procuring  comparable  coverage,  up to the amount that
would be incurred for  comparable  coverage by an individual of the  Executive's
age on a standard risk basis. The Company shall pay such reimbursement  promptly
upon receipt of reasonable  documentation  from the Executive,  but in any event
not later  than the end of the  calendar  year  following  the year in which the
expense was incurred.
     (iii) To the extent the Company's cost of coverage  under  paragraph (i) or
any   reimbursement  due  under  paragraph  (ii)  would  be  includable  in  the
Executive's  gross income for federal  income tax  purposes,  then the Company's
payment of such cost or  reimbursement  shall be subject  to the  provisions  of
Section 7 (regarding a six-month delay).
     (e)  All  of  the  Executive's  benefits  accrued  under  any  supplemental
retirement  plans,  excess  retirement  plans, and deferred  compensation  plans
maintained by the Company or any of its  Subsidiaries  shall become  immediately
vested in full.
     7. Specified Employee - Section 409A Six Month Delay.  Notwithstanding  any
other provision of this  Agreement,  this Section 7 shall apply if the Executive
is a  "specified  employee"  within the meaning of section  409A of the Internal
Revenue Code upon the  Termination of his employment  with the Company.  If this
Section 7 is  applicable,  any  payment  that is deferred  compensation  for the
purposes of section 409A payable on account of separation  from service  (within
the meaning of section 409A) and that is otherwise due the Executive  under this
Agreement or any other  arrangement  during the six-month  period  following the
Executive's  separation  from service with the Company shall be accumulated  and
paid to the Executive, with interest at the rate payable on three-month Treasury
bills,  on the first day of the  seventh  full  calendar  month  following  such
separation from service.
     The cost of coverage  and  reimbursements  described  in Section  6(d)(iii)
shall  be  considered  a  payment  for the  purposes  of  this  Section  7;  and
     (a) The Company shall not provide such  coverage for the  six-month  period
following the Executive's  separation  from service,  if the Executive is then a
specified employee, unless and only for so long as the Executive advances to the
Company  amounts equal to the premiums for such  coverage,  before the premiums'
due dates. Provided the Executive does so, the Company shall repay the amount of
such  advances  back to the  Executive,  as if the  repayment  were  accumulated
payments under the first paragraph of this section.
     (b) If the Executive is a specified employee, the Company shall not pay any
reimbursement  described  in  Section  6(d)(iii)  during  the first  six  months
following  the  Executive's   separation  from  service,  but  shall  pay  those
reimbursements as if they were accumulated payments under the first paragraph of
this section.
     8.  Non-exclusivity  of Rights.  Nothing in this Agreement shall prevent or
limit the Executive's continuing or future participation in any benefit,  bonus,
incentive,  or other plans,  practices,  policies,  or programs  provided by the
Company or any of its Subsidiaries and for which the Executive may qualify,  nor
shall  anything in this Agreement  limit or otherwise  affect such rights as the
Executive may have under any stock option or other  agreements  with the Company
or any of its Subsidiaries.  Any amount of vested benefit or any amount to which
the Executive is otherwise entitled under any plan, practice, policy, or program
of the Company or any of its  Subsidiaries  shall be payable in accordance  with
the plan, practice, policy, or program; provided, however, that if the Executive
is  entitled  to  benefits  under  Section  3 or 6, the  Executive  shall not be
entitled to severance pay, or benefits similar to severance pay, under any plan,
practice, policy, or program generally applicable to employees of the Company or
any of its  Subsidiaries.  The  provision  of  severance  pay or other  benefits
pursuant  to  Section  3 or 6 shall not be  deemed  to be a  continuance  of the
Executive's employment for any purposes.
     9. Full Settlement; No Obligation to Seek Other Employment; Legal Expenses.
The Company's obligation to make the payments provided for in this Agreement and
otherwise to perform its obligations  under this Agreement shall not be affected
by any set-off,  counterclaim,  recoupment,  defense,  or other claim, right, or
action the Company may have against the Executive or others. The Executive shall
not be  obligated  to  seek  other  employment  or  take  any  action  by way of
mitigation of the amounts  payable to the Executive  under any of the provisions
of this  Agreement.  The Company  agrees to pay all legal fees and  expenses the
Executive may reasonably  incur as a result of any dispute or contest by or with
the Company or others regarding the validity or enforceability  of, or liability
under,  any provision of this Agreement,  and the Executive  agrees that, if the
Executive  does not  obtain a recovery  or other  relief  from the  Company as a
result of such dispute or contest,  the Executive shall repay to the Company 100
percent of the amount paid by the Company toward the Executive's  legal fees and
expenses.  The Company  shall pay or reimburse the Executive for such legal fees
and  expenses  not later than  December 31 of the calendar  year  following  the
calendar  year in which the  Executive  incurred  such legal fees and  expenses,
provided that the Company's  obligation shall be contingent upon the Executive's
provision to the Company, at least 30 days before such date, of
     (a) documentation of the fees and expenses incurred and
     (b) the Executive's note, in a form satisfactory to the Company,  promising
to pay the Company, on demand, if the Executive does not obtain such recovery or
relief against the Company, 100 percent of the amount paid by the Company,  with
interest at the rate payable on three-month Treasury bills.
     In any such action  brought by the  Executive for damages or to enforce any
provisions of this Agreement, the Executive shall be entitled to seek both legal
and  equitable  relief and remedies,  including,  without  limitation,  specific
performance  of  the  Company's   obligations  under  this  Agreement,   in  the
Executive's sole discretion.
     10. Certain Additional Payments by the Company.
     (a)  Payment  Subject to Excise  Tax.  If it shall be  determined  that any
payment or distribution made, or benefit provided,  by the Company to or for the
benefit of Executive  (whether paid or payable or distributed  or  distributable
pursuant to the terms of this  Agreement or otherwise,  but  determined  without
regard to any additional  payments required under this Section 10) (a "Payment")
would be subject to the excise tax  imposed by section  4999 of the Code (or any
similar  excise tax) or any interest or penalties are incurred by Executive with
respect to such excise tax (such excise tax, together with any such interest and
penalties,  are referred to  collectively  as the "Excise Tax"),  then Executive
shall be entitled to receive an additional payment (a "Gross-Up  Payment") in an
amount such that after payment by Executive of all taxes  (including  any Excise
Tax,  income tax, or payroll  tax)  imposed  upon the  Gross-Up  Payment and any
interest or penalties  imposed with respect to the taxes  imposed upon the Gross
Up Payment,  Executive  retains from the Gross-Up Payment an amount equal to the
Excise Tax imposed upon the Payments.
     (b) Determination of Gross-Up Payment. Subject to the provisions of Section
10(c), all  determinations  required to be made under this Section 10, including
the determination of whether a Gross-Up Payment is required and of the amount of
any  such  Gross-Up  Payment,  shall  be made  by tax  counsel  selected  by the
independent  public  accounting  firm then  retained by the Company to audit its
financial statements and acceptable to the Company ("Tax Counsel"),  which shall
provide  detailed  supporting  calculations  to both the Company  and  Executive
within 15  business  days of the date of  Termination,  if  applicable,  or such
earlier time as is requested by the  Company,  provided  that any  determination
that an  Excise  Tax is  payable  by  Executive  shall  be made on the  basis of
substantial  authority.  The Company shall pay the initial Gross-Up Payment,  if
any, as  determined  pursuant to this Section  10(b),  to Executive  within five
business days of the receipt of Tax Counsel's determination,  provided, however,
that,  if any  Payment  to  which an  Excise  Tax  relates  was not  payable  or
distributable  before  that  date,  then  the  part  of  the  Gross  Up  Payment
attributable to such Payment shall be paid to Executive at the time such Payment
is due. In either case, the Gross Up Payment shall be subject to any withholding
tax  obligation  determined  by Tax  Counsel to be  applicable.  If Tax  Counsel
determines  that no  Excise  Tax is  payable  by  Executive,  it  shall  furnish
Executive with a written opinion that he has substantial authority not to report
any Excise  Tax on his  Federal  income tax  return.  Any  determination  by Tax
Counsel meeting the requirements of this Section 10(b) shall be binding upon the
Company  and  Executive;  subject  only to payments  pursuant  to the  following
sentence based on a determination that additional  Gross-Up Payments should have
been  made,  consistent  with the  calculations  required  to be made under this
Section 10 (the amount of such additional  payments,  including any interest and
penalties, are referred as the "Gross-Up Underpayment"). If the Company exhausts
its  remedies  pursuant to Section  10(c),  and  Executive is required to make a
payment  of any  Excise  Tax,  Tax  Counsel  shall  determine  the amount of the
Gross-Up  Underpayment  that has occurred and the Company shall promptly pay any
such Gross-Up  Underpayment  to or for the benefit of Executive,  subject to any
withholding  tax  obligation  determined  by Tax Counsel to be  applicable.  The
Company shall pay the fees and disbursements of Tax Counsel.
     (c) Company Remedies with Respect to IRS Claim.  Executive shall notify the
Company  in  writing  of any claim by the  Internal  Revenue  Service  that,  if
successful, would require the payment by the Company of a Gross-Up Underpayment.
Such  notification  shall be given as soon as practicable but not later than ten
business days after  Executive  receives  written notice of such claim and shall
apprise the Company of the nature of such claim and the date on which such claim
is requested to be paid.  Executive shall not pay such claim before the last day
of the 30-day  period  following  the date on which he gives such  notice to the
Company  (or such  shorter  period  ending on the date that any payment of taxes
with respect to such claim is due). If the Company notifies Executive in writing
before the last day of such  period  that it  desires to contest  such claim and
that it will bear the costs and provide the  indemnification as required by this
sentence, Executive shall:
     (i) give the Company any  information  reasonably  requested by the Company
relating to such claim,
     (ii) take such  action in  connection  with  contesting  such  claim as the
Company  shall  reasonably  request  in  writing  from time to time,  including,
without limitation, accepting legal representation with respect to such claim by
counsel  reasonably  selected  by the  Company and  reasonably  satisfactory  to
     (iii)  cooperate  with the  Company in good faith in order  effectively  to
contest such claim, and
     (iv) permit the Company to participate in any proceedings  relating to such
claim; provided, however, that the Company shall bear and pay directly all costs
and  expenses   (including   additional  interest  and  penalties)  incurred  in
connection with such contest and shall indemnify and hold Executive harmless, on
an after-tax  basis,  for any Excise Tax, income tax, or payroll tax,  including
interest and penalties,  imposed as a result of such  representation and payment
of costs and expenses.  Without  limitation of the foregoing  provisions of this
Section  10(c),  the Company shall control all  proceedings  taken in connection
with such  contest  and,  at its sole  option,  may  pursue or forgo any and all
administrative appeals,  proceedings,  hearings, and conferences with the taxing
authority  in respect of such claim and may, at its sole option,  either  direct
Executive  to pay the tax  claimed  and sue for a refund or contest the claim in
any  permissible  manner,  and Executive  agrees to prosecute  such contest to a
determination  before  any  administrative  tribunal,  in  a  court  of  initial
jurisdiction,  and  in one or  more  appellate  courts,  as  the  Company  shall
determine;  provided, however, that if the Company directs Executive to pay such
claim and sue for a refund, the Company shall advance the amount
of such payment to Executive, on an interest-free basis, and shall indemnify and
hold Executive harmless, on an after-tax basis, from any Excise Tax, income tax,
or payroll tax,  including  interest or penalties,  imposed with respect to such
advance or with respect to any imputed income with respect to such advance;  and
further  provided that any extension of the statute of  limitations  relating to
the payment of taxes for the taxable  year of  Executive  with  respect to which
such  contested  amount is  claimed  to be due shall be  limited  solely to such
contested amount, unless Executive agrees otherwise.  Furthermore, the Company's
control  of the  contest  shall be  limited  to issues  with  respect to which a
Gross-Up  Payment would be payable and Executive  shall be entitled to settle or
contest,  as the case may be, any other  issue  raised by the  Internal  Revenue
Service or any other taxing  authority.  If the Company has  notified  Executive
that it desires to contest  such an IRS claim but fails to pursue the contest in
good faith,  or fails to pay the costs and expenses of the  contest,  or, in the
case the Company  has  directed  Executive  to pay the tax claimed and sue for a
refund,  fails to advance  the amount of such  payment  to  Executive,  then the
Company shall forfeit its right to control the  proceedings  taken in connection
with such contest and Executive may, in his  discretion,  assume control of such
proceedings, provided, however, that Executive's assumption or failure to assume
control of such proceedings shall not negate the Company's  obligation to make a
Gross-Up  Underpayment;  to bear  and  pay all  costs  and  expenses  (including
additional interest and penalties) incurred in connection with such contest; and
to indemnify  Executive,  on an after-tax basis, for any Excise Tax, income tax,
or payroll tax,  including  interest and penalties,  imposed as a result of such
payment of costs and expenses.
     (d) Repayment of Advance from Refund. If, after the receipt by Executive of
an amount advanced by the Company pursuant to Section 10(c),  Executive  becomes
entitled  to receive  any refund with  respect to such  claim,  Executive  shall
(subject to the Company's  complying  with the  requirements  of Section  10(c))
promptly  pay to the  Company  the  amount  of such  refund  (together  with any
interest paid or credited on the amount of the refund after taxes  applicable to
such interest).  If, after the receipt by Executive of an amount advanced by the
Company  pursuant to Section 10(c) a determination  is made that Executive shall
not be entitled to any refund  with  respect to such claim and the Company  does
not notify  Executive in writing within 30 days after such  determination of its
intent to contest  such denial of refund,  then any  obligation  of Executive to
repay such advance shall be forgiven and the amount of such advance shall offset
the amount of Gross-Up Underpayment required to be paid.
     (e)  Treatment  of Certain  Interest  and  Penalties.  Notwithstanding  any
contrary  provision of this Section 10, the amounts  referred to in this Section
10 as "Excise  Tax," "Gross Up Payment," and "Gross Up  Underpayment"  shall not
include, and the Company shall not be obliged to pay or reimburse Executive for,
any  interest or penalties  incurred by  Executive  to the extent the  Executive
would not have  incurred the interest or penalties had the  Executive,  upon the
Company's payment of a Gross Up Payment or Gross Up Underpayment, promptly filed
tax returns or amended returns,  or reported a tax liability,  or made a payment
of taxes, interest, and penalties, that would, in any case, have been consistent
with the premise of the Gross Up Payment or Gross Up Underpayment.
     (f) Timing of Company  Payments.  This subsection (f) is intended to assure
that Company  payments under this Section 10 conform to the requirements of T.D.
regulation  section  1.409A-3(i)  (or  any  successor)  for  payment  made  at a
specified  time  or on a
fixed schedule.  Any Gross-Up  Payment and Gross-Up  Underpayment due under this
Section 10 shall be made by the time specified above, but in no event later than
December  31 of the year  following  the  calendar  year in which the  Executive
remits the  related  taxes,  interest,  and  penalties  to the  relevant  taxing
authority.  If,  pursuant to the final  sentence  of  paragraph  10(c)(iv),  the
Company has an  obligation to reimburse or indemnify the Executive for the costs
and expenses (including interests and penalties) incurred in connection with the
contest  of an  Internal  Revenue  Service  claim,  the  Company  shall pay such
reimbursement or make such indemnification payments no later than December 31 of
the year  following (A) the calendar year in which taxes that are the subject of
such contest are remitted to the relevant taxing authority,  or (B), if no taxes
are remitted as a result of such contest, the calendar year in which the contest
is settled  either by the  completion  of an audit or a final and  nonapplicable
settlement or other resolution of litigation.
     11.  Confidential  Information.  The  Executive  shall hold in a  fiduciary
capacity for the benefit of the Company all secret or confidential  information,
knowledge, or data relating to the Company or any of its Subsidiaries, and their
respective  businesses,   obtained  by  the  Executive  during  the  Executive's
employment  by the  Company or any of its  Subsidiaries  and that has not become
public knowledge (other than by acts of the Executive or his  representatives in
violation of this  Agreement).  After the date of Termination of the Executive's
employment with the Company,  the Executive shall not, without the prior written
consent of the Company, communicate or divulge any such information,  knowledge,
or data to anyone other than the Company and those designated by it. In no event
shall an asserted  violation of the  provisions  of this Section 11 constitute a
basis  for  deferring  or  withholding  any  amounts  otherwise  payable  to the
Executive under this Agreement.
     12. Successors.
     (a) This Agreement is personal to the Executive and shall not be assignable
by the  Executive  other than by will or the laws of descent  and  distribution.
This  Agreement  shall  inure  to  the  benefit  of and  be  enforceable  by the
Executive's legal  representatives or successors in interest.  The Executive may
designate a successor or  successors  in interest to receive any and all amounts
due  the  Executive  under  this  Agreement  after  the  Executive's   death.  A
designation of a successor in interest  shall be made in writing,  signed by the
Executive,  and delivered to the Company pursuant to Section 16(b). This Section
12(a) shall not  supersede  any  designation  of  beneficiary  or  successor  in
interest made by the  Executive or provided for under any other plan,  practice,
policy, or program of the Company.
     (b) This  Agreement  shall inure to the benefit of and be binding  upon the
Company and its successors and assigns.
     (c) The Company shall require any successor (whether direct or indirect, by
purchase,  merger,  consolidation,  or otherwise) to all or substantially all of
the  business  or assets of the  Company  and any  Parent of the  Company or any
successor and without regard to the form of transaction  utilized to acquire the
business or assets of the Company, to assume expressly and agree to perform this
Agreement  in the same manner and to the same  extent that the Company  would be
required to perform it if no such  succession or parentage  had taken place.  As
used in this  Agreement,  "Company"  shall mean the Company as defined above
and any successor to its business or assets as aforesaid  (and any Parent of the
Company or any successor) that is required by this clause to assume and agree to
perform  this  Agreement  or that  otherwise  assumes and agrees to perform this
     13. Notice of Termination. Any Termination of the Executive's employment by
the Company for Cause or by the Executive for Good Reason shall be  communicated
by Notice of  Termination  to the other party given in  accordance  with Section
16(b)  of  this  Agreement.  For  purposes  of  this  Agreement,  a  "Notice  of
Termination" means a written notice that (i) indicates the specific  termination
provision in this Agreement  relied upon,  (ii) sets forth in reasonable  detail
the facts and  circumstances  claimed to provide a basis for  Termination of the
Executive's  employment under the provision so indicated,  and (iii) if the date
of Termination  is other than the date of receipt of such notice,  specifies the
Termination  date  (which  date  shall be not more than  fifteen  days after the
giving of such notice).  The failure by the Executive to set forth in the Notice
of Termination  any fact or circumstance  that  contributes to a showing of Good
Reason  shall not  waive any right of the  Executive  under  this  Agreement  or
preclude the Executive from asserting such fact or circumstance in enforcing his
     14.  Requirements  and Benefits if Executive Is Employee of  Subsidiary  of
Company.  If the Executive is an employee of any  Subsidiary of the Company,  he
shall be entitled to all of the rights and benefits of this  Agreement as though
he were an employee of the Company and the term "Company"  shall be construed to
include  the  Subsidiary  by  which  the  Executive  is  employed.  The  Company
guarantees the performance of its Subsidiary under this Agreement.
     15.  Dispute  Resolution.  The Company and the  Executive  shall attempt to
resolve  between  them any dispute  that arises  under this  Agreement.  If they
cannot agree within ten days after either party submits a demand for arbitration
to the other party,  then the issue shall be submitted to arbitration  with each
party  having  the right to appoint  one  arbitrator  and those two  arbitrators
mutually  selecting a third  arbitrator.  The rules of the American  Arbitration
Association  for the  arbitration  of  commercial  disputes  shall apply and the
decision of two of the three  arbitrators  shall be final.  The arbitrators must
reach a decision within 60 days after the selection of the third arbitrator. The
arbitration  shall take place in Jackson,  Mississippi.  The  arbitrators  shall
apply  Mississippi law. The costs of such arbitration shall be shared equally by
the Executive and the Company.
     16. Miscellaneous.
     (a) This  Agreement  shall be governed by and construed in accordance  with
the  laws of the  State of  Mississippi,  without  reference  to  principles  of
conflict of laws.  The captions of this  Agreement are not part of the Agreement
and shall have no force or effect.  This  Agreement  may be amended or  modified
only  by a  written  agreement  executed  by the  parties  or  their  respective
successors and legal representatives.
     (b) All notices and other  communications  under this Agreement shall be in
writing and shall be given by hand  delivery to the other party or by registered
or certified mail, return receipt requested,  postage prepaid,  to the addresses
for each party as first  written  above or to such other address as either party
shall have furnished to the other in writing in
accordance with this Section 16. Notices and communications to the Company shall
be addressed to the attention of the Company's Corporate  Secretary.  Notice and
communications shall be effective when actually received by the addressee.
     (c) Whenever  reference is made in this  Agreement to any specific  plan or
program of the Company, to the extent that the Executive is not a participant in
the plan or  program  or has no  benefit  accrued  under it,  whether  vested or
contingent,  as of the Change in Control Date, then such reference shall be null
and void and the Executive  shall  acquire no additional  benefit as a result of
such reference.
     (d) The invalidity or  unenforceability  of any provision of this Agreement
shall not affect the validity or  enforceability  of any other provision of this
     (e) The Company may withhold from any amounts  payable under this Agreement
such federal, state, or local taxes as shall be required to be withheld pursuant
to any applicable law or regulation.
     (f)  The  Company's  or the  Executive's  failure  to  insist  upon  strict
compliance  with any provision of this Agreement  shall not be construed to be a
waiver of such provision or any other provision.
     (g) Except in the case of  Termination  of  employment  or elected  officer
status under the  circumstances set forth in Section 2(g), 3, or 4 above, upon a
Termination of the Executive's  employment or upon the Executive's ceasing to be
an elected officer of the Company,  in each case, prior to the Change in Control
Date, there shall be no further rights under this Agreement.
     IN WITNESS  WHEREOF,  the Executive has set his hand to this Agreement and,
pursuant  to the  authorization  from the Board,  the  Company  has caused  this
Agreement to be executed as of the day and year first above written.
Dated: December 31, 2008
                                          EASTGROUP PROPERTIES, INC.
Dated: December 31, 2008