EASTGROUP PROPERTIES INC
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>exhibit101.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
                                                                    EXHIBIT 10.1

                                 AMENDMENT NO. 2
                                       TO
                           EASTGROUP PROPERTIES, INC.
                      2005 DIRECTORS EQUITY INCENTIVE PLAN


     WHEREAS,  EastGroup  Properties,  Inc.,  (the  "Company")  established  the
EastGroup  Properties,  Inc. 2005 Directors  Equity Incentive Plan (the "Plan"),
effective June 1, 2005, and

     WHEREAS,  Section 9.1 of the Plan  provides  that the Board of Directors of
the  Company  may amend  the Plan at any time,  provided  that the  approval  of
shareholders would be required for an increase in the aggregate number of shares
of the common stock, par value $0.0001 per share, of the Company ("Shares") that
may be awarded under the Plan, and

     WHEREAS,  the Board of Directors has  authorized  the amendment of the Plan
set out below,

     NOW, THEREFORE, the Plan is amended as follows, effective May 29, 2008:

          1. Section 6.2 is amended to read as follows:

          6.2 Annual  Award  Formula.  The formula for  computing  the number of
     Shares to be awarded to each eligible Outside Director as of the date of an
     annual meeting pursuant to Section 6.1 is:

          (a) For annual meetings in 2008 and later years,  the number of Shares
     shall be equal to $40,000  divided by the Fair  Market  Value of a Share on
     the date of the  annual  meeting  with  respect to which the award is being
     made. If the annual  meeting is recessed to a later date, the divisor shall
     be the Fair  Market  Value of a Share on the date on which the  meeting  is
     ultimately adjourned.

          (b) For  annual  meetings  in 2006 and 2007,  the number of Shares was
     equal to $25,000 divided by the Fair Market Value of a Share on the date of
     the annual meeting with respect to which the award was being made.

          (c) For the annual  meeting in 2005, the number of Shares was equal to
     $10,000  divided  by the  Fair  Market  Value of a Share on the date of the
     annual meeting with respect to which the award was made.

     2.  These  amendments  shall  be  incorporated   into  a  document  titled:
"EastGroup Properties,  Inc. 2005 Directors Equity Incentive Plan as Amended and
Restated Effective May 29, 2008."

     IN WITNESS  WHEREOF,  the Board of Directors of the Company has caused this
amendment to be executed at a meeting held on May 29, 2008.



                                    EASTGROUP PROPERTIES, INC.


                                    By:
                                       --------------------------
                                       N. Keith McKey
                                       Executive Vice President, Chief Financial
                                       Officer and Secretary
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