SEVERANCE AND CHANGE IN CONTROL AGREEMENT

Exhibit 10(a)

SEVERANCE AND CHANGE IN CONTROL AGREEMENT
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Amendment and Restatement of Agreement dated as of _______________


AGREEMENT by and between EASTGROUP PROPERTIES, INC. a Maryland corporation
(the "Company"), with offices at 300 One Jackson Place, 188 East Capitol Street,
Jackson, Mississippi 39201-2195, and ____________________ (the "Executive"), an
individual residing at ____________________, dated as of the ____ day of
__________, 200_.

WHEREAS, the Company entered into an agreement designated the Change in
Control Agreement with the Executive, dated as of the ____ day of __________,
____, and has since amended that Agreement (as amended, the "Prior Agreement");
and

WHEREAS, the intent of the Prior Agreement was to provide the Executive
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; and

WHEREAS, the Board of Directors of the Company (the "Board") confirms the
intent and purposes of the Prior Agreement and believes that the interests of
the Company and its stockholders would be further served by establishing certain
severance and death benefits for the Executive; 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 immediately upon its execution. 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, 4, or 5 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

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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 inconsistent in any respect with the Executive's position (including
status, offices, titles and reporting requirements, authority, duties, or
responsibilities), or any other action that results in a diminution in such
position, authority, duties or responsibilities, or any action by the Company
that has a materially adverse effect on the conditions under which the Executive
performs the Executive's day-to-day responsibilities and duties toward the
Company, as compared to such conditions before the Change in Control, excluding
for this purpose an isolated, insubstantial, and inadvertent action that is not
taken in bad faith and is remedied by the Company promptly after receipt of
notice given by the Executive;

(ii) a 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;

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(iii) a failure by the Company to maintain plans providing benefits at
least as beneficial as those provided by any benefit or compensation plan
(including, without limitation, any incentive compensation plan, bonus plan, or
program, retirement, pension or savings plan, life insurance plan, health and
dental plan, or disability plan) in which the Executive is participating
immediately before the beginning of the Protection Period or any action taken by
the Company that would adversely affect the Executive's participation in, or
reduce the Executive's opportunity to benefit under, any of such plans or
deprive the Executive of any material fringe benefit enjoyed by him immediately
before the beginning of the Protection Period; provided, however, that a
reduction in benefits under the Company's tax-qualified retirement, pension, or
savings plans or its life insurance plan, health and dental plan, disability
plans, or other insurance plans, which reduction applies generally to
participants in the plans shall not constitute "Good Reason" for termination by
the Executive;

(iv) the Company's requiring the Executive, without the Executive's written
consent, to be based at any office or location in excess of 50 miles 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.

(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.

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.

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(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 within 30 days of the date of termination, except as required
in Section 7.

(c) As a condition of the receipt of 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.

5. Disability. During the first 90 days of a Disability, the Company shall
continue to pay the Executive's salary.

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,
subject to Section 7, pay to the Executive in a lump sum in cash within ten days
after the date of termination the aggregate of the following amounts and shall
provide the following benefits:

(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 3 times the
Executive's Average Annual Compensation as of the Change in Control; and

(c) Within 30 days of the date of termination of employment, upon surrender
by the Executive of the outstanding options to purchase shares of beneficial
interest of the Company ("Shares of Beneficial Interest") granted to the
Executive by the Company (the "Outstanding Options") and any stock appreciation
rights granted to the Executive by the Company ("SARs"), an amount with respect
to each Outstanding Option