ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 31, 2008, EastGroup Properties, Inc. (the "Company"), entered into an Amended and Restated Severance and Change in Control Agreement with each of the Company's executive officers (the "Executive Officers").

Each of these Amended and Restated Severance and Change in Control Agreements (the "Restated Agreements") amends and restates in its entirety the existing severance and change in control agreement between the Company and each of the Executive Officers. The purpose of the amendment was to bring the Restated Agreements in compliance with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended and the rules promulgated thereunder. Section 409A of the Internal Revenue Code was enacted to add certain requirements for continued tax favorable treatment of nonqualified deferred compensation arrangements.

The foregoing discussion is qualified in its entirety by the terms and provisions of the Restated Agreements which are all filed as exhibits to this Current Report on Form 8-K as set forth in Item 9.01 below, and are incorporated by reference in this Current Report on Form 8-K.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10(a) Form of Severance and Change-in-Control Agreement that the Company has entered into with Leland R. Speed, David H. Hoster II and N. Keith McKey.

10(b) Form of Severance and Change-in-Control Agreement that the Company has entered into with John F. Coleman, William D. Petsas, Brent W. Wood and C. Bruce Corkern.