Exhibit 10.2

FIRST AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
AND
RESTRICTED STOCK AGREEMENT

     This FIRST AMENDMENT to AMENDED AND RESTATED EMPLOYMENT AGREEMENT and RESTRICTED STOCK AGREEMENT (this “Amendment”), dated as of August 9, 2010, by and between Equity One, Inc., a Maryland corporation (the “Company”), and Jeffrey S. Olson (the “Executive”).

W H E R E A S:

     A. The Company and the Executive are the parties to that certain Amended and Restated Employment Agreement and that certain Restricted Stock Agreement, each dated as of September 5, 2006 (such agreements being collectively referred to herein as the “Old Agreements”), each providing for, among other things, an award (the “Award”) of 97,166 shares of restricted stock as long-term compensation to the Executive.

     B. On the date hereof, the Company and the Executive are entering into a new Employment Agreement (the “New Agreement”), which shall be effective as of January 1, 2011.

     C. In consideration of the execution of the New Agreement, the parties desire to amend the vesting period of the Award as more particularly set forth herein.

     NOW, THEREFORE, in consideration of the execution and delivery of the New Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

     1. Amendments. The vesting schedule of the Award as provided in Section 5(c)(i) of the old Amended and Restated Employment Agreement and Section 2(a) of the old Restricted Stock Agreement is hereby amended as follows:

Number of Shares	Vesting Date
24,242	December 31, 2007
24,292	December 31, 2008
24,291	December 31, 2009
14,170	August 9, 2010
5,061	December 31, 2012
5,060	December 31, 2014

     2. Effective Date. This Amendment shall be effective upon its execution by the Company and the Executive.

     3. Counterparts. This Amendment may be executed in counterparts and by different parties hereto in separate counterparts, each of which, when so executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute one and the same instrument.

     4. No Other Modification. Except as otherwise expressly modified by the terms and provisions of this Amendment, each of the Old Agreements shall remain in full force and effect and is hereby in all respects confirmed and ratified by the parties hereto.

     5. References to Agreement. From and after the effective date hereof, each reference in either Old Agreement to “this Agreement,” “hereto,” “hereunder” or words of like import, and all references to either Old Agreement in any and all other agreements, instruments, documents, notes, certificates and other writings of every kind and nature shall be deemed to mean such Old Agreement as modified and amended by this Amendment.

[Signatures to follow]

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     IN WITNESS WHEREOF, the Executive and the Company have executed this First Amendment to Amended and Restated Employment Agreement and Restricted Stock Agreement as of the date first written above.

THE COMPANY: EQUITY ONE, INC., a Maryland corporation
By:	/s/ Peter Linneman
	Name:	Peter Linneman
	Title:	Chair, Compensation Committee of the Board of Directors of Equity One, Inc.

EXECUTIVE:
 

/s/ Jeffrey S. Olson  

Jeffrey S. Olson 

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