SEVERANCE AND CHANGE IN CONTROL AGREEMENT

                                                                   Exhibit 10(b)
                    SEVERANCE AND CHANGE IN CONTROL AGREEMENT

     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
plus (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.

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     (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

<PAGE>

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  

<PAGE>

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
responsibilities;

     (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 18-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
Code.

     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.

<PAGE>

     (b) A lump sum   severance   payment in an amount equal to the product of 1.5
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 1.5
times the Executive's   Average Annual   Compensation as of the Change in Control;
and

     (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
was

<PAGE>

receiving from the Company   immediately   before   Termination of employment;   the
provision of such coverage will continue until the expiration of the 18-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
incurred.

     (ii) For any   portion of the   Coverage   Period   during   which   health   plan
coverage or life   insurance   coverage,   or both, is