Exhibit 10.8.3


 


AMENDMENT NUMBER 4

TO

THE MACERICH COMPANY

EXECUTIVE OFFICER SALARY DEFERRAL PLAN


 


WHEREAS, The
Macerich Company (the “Company”) has established The Macerich Company Executive
Officer Salary Deferral Plan (the “Plan”) to provide supplemental retirement
income benefits through prior salary deferrals for certain of its executive
officers; and


 


WHEREAS, it is
appropriate and desirable to amend the Plan to permit Arthur M. Coppola to make
a new distribution election during 2008 pursuant to transition relief provided
in Treasury Regulations and Internal Revenue Service guidance under Section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”) and otherwise to
bring the Plan into compliance with the requirements of Section 409A of the
Code; and


 


WHEREAS, Section 8.4
of the Plan provides for the amendment of the Plan.


 


NOW, THEREFORE, the
Plan is hereby amended as set forth below, effective January 1, 2008, or
such other date or dates as may be specified below.


 


ARTICLE III

DEFERRAL ELECTIONS


 


1.               Section 3.1 of the Plan is amended
by adding a new subsection (f) to read as follows:


 


(f)            2008 Transition Relief
Distribution Election.  Notwithstanding
the provisions of Section 3.1(c) hereof, Arthur M. Coppola may
designate a new date for the distribution of benefits to him under the Plan by
filing a new election with the Committee on or after January 1, 2008 and
on or before December 31, 2008.  Any
such new election shall apply only to amounts that would not otherwise be
payable in 2008 and shall not cause any amount to be paid in 2008 that would
not otherwise be payable in 2008.  Any
such new election shall be irrevocable.


 


ARTICLE VII

ADMINISTRATION


 


2.               Section 7.4 of the Plan is amended
by adding the following sentence at the end thereof:


 


To the extent that benefits under the Plan are or may be subject to Section 409A
of the Code, all terms and provisions of the Plan are intended, and shall be
interpreted and applied by the Company and the Committee to the greatest extent
possible in such manner as may be necessary, to comply with the provisions of Section 409A
of the Code and any rules, regulations or other regulatory guidance issued
under Section 409A of the Code.


 

















 


ARTICLE VIII

MISCELLANEOUS


 


3.               The second sentence of Section 8.4
of the Plan is amended to read as follows:


 


In the event that this Plan is terminated in full or as to any
Participant (other than Dana Anderson) in accordance with the provisions of
either paragraph (A) or (B) of Treasury Regulations Section 1.409A-3(j)(4)(ix),
the amounts credited to a Participant’s (other than Dana Anderson’s) Deferral
Account and Company Matching Account shall be distributed to the Participant
(other than Dana Anderson) or, in the event of his death, to his Beneficiary in
a lump sum within thirty (30) days following the date of termination; provided,
however, if the Plan is terminated under circumstances to which such provisions
of the Treasury Regulations do not apply, distributions to a Participant (other
than Dana Anderson) or his Beneficiary shall be made on the dates on which the
Participant (other than Dana Anderson) or his Beneficiary would receive
benefits hereunder in accordance with Section 6.1 without regard to the
termination of the Plan or as otherwise required or permitted by applicable
law.


 


IN WITNESS WHEREOF,
the Company has caused its duly authorized officer to execute this amendment
this 24th day of November, 2008.


 


	
   

  	
  THE MACERICH COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Richard A. Bayer

  
	
   

  	
   

  	
  Richard A. Bayer

  
	
   

  	
   

  	
  Senior Executive Vice President, Chief

  
	
   

  	
   

  	
  Legal Officer & Secretary