exv10w1we



 




Exhibit 10.1.e





AMENDMENT NO. 4

TO THE

CEDAR SHOPPING CENTERS, INC.

SENIOR EXECUTIVE DEFERRED

COMPENSATION PLAN




          WHEREAS, Cedar Shopping Centers, Inc. (the “Company”) has adopted the Cedar Shopping Centers,
Inc. Senior Executive Deferred Compensation Plan (as amended from time to time, the “Plan”); and




          WHEREAS, Section 9.1 of the Plan permits the Board of Directors of the Company to amend the
Plan; and




          WHEREAS, the Board of Directors of the Company now desires to amend the Plan in certain
respects but only with respect to Brenda J. Walker, Thomas B. Richey, Stuart H. Widowski and Ann
Maneri (the “Affected Participants”);




          NOW, THEREFORE, the Plan is hereby amended as follows:





	1.	 	The following definition of “Affected Participants” is hereby added to Article II of the
Plan:






“Affected Participants. “Affected Participants” means
Brenda J. Walker, Thomas B. Richey, Stuart H. Widowski and Ann
Maneri.”




	2.	 	The following definition of “Code Section 409A” is hereby added to Article II of the Plan:






“Code Section 409A. “Code Section 409A” means Section
409A of the Internal Revenue Code of 1986, as amended, including
any proposed or final regulations issued



 









 







thereunder, in each case, as amended and any successor thereto.”




	3.	 	The definition of “Unforeseeable Financial Emergency” contained in Section 2.22 of the Plan
is hereby amended by adding the following sentence to the end thereof:






“Notwithstanding the foregoing, an “Unforeseeable Financial
Emergency” shall not be deemed to exist with respect to an
Affected Participant unless such “Unforeseeable Financial
Emergency” would also constitute an “unforeseeable emergency” (as
defined in Code Section 409A).”




	4.	 	Section 4.2 of the Plan is hereby renumbered as Section 4.2(a), and the following sentence is
hereby added to the end of Section 4.2(a) as follows:






“Notwithstanding the foregoing or any other provision of the Plan
to the contrary, this Section 4.2(a) shall not apply to Affected
Participants.”




	5.	 	The following new Section 4.2(b) is hereby added to the Plan as follows:






“(b) Notwithstanding Section 4.2(a) or any other provision of the
Plan to the contrary, with respect to Affected Participants only,
an amount equal to the Dividends paid on the number of Share units
allocated to an Affected Participant’s Account shall be paid to
the Affected Participant as soon as practicable after such
Dividends are received by the Trustee.”




	6.	 	The following sentence is hereby added to the end of Section 4.3(a) of the Plan as follows:






“Notwithstanding the foregoing or any other provision of the Plan
to the contrary, each Affected Participant shall be 100% vested in
his Plan Benefit at all times.”




	7.	 	The following sentence is hereby added to the end of Section 4.3(b) of the Plan as follows:




 









 












“Notwithstanding the foregoing or any other provision of the Plan
to the contrary, this Section 4.3(b) shall not apply to Affected
Participants.”




	8.	 	The following sentence is hereby added to the end of Section 4.4 of the Plan as follows:






“Notwithstanding the foregoing or any other provision of the Plan
to the contrary, this Section 4.4 shall not apply to Affected
Participants.”




	9.	 	The third sentence of Section 5.4 of the Plan is hereby amended to read in its entirety as
follows:






“To the extent a Participant (other than an Affected Participant)
has elected to have Dividends credited to his Account in the form
of cash, such portion of the Participant’s Account (including an
amount equal to the deemed interest credited thereto pursuant to
Section 4.4) shall be distributed in cash.”




	10.	 	Section 7.1 of the Plan is hereby amended to read in its entirety as follows:






“Subject to the provisions of Sections 7.2, 7.3 and 7.4, Plan
Benefits shall be payable or commence being paid on the
Distribution Date that relates to the Shares underlying the Plan
Benefit. At the time a Participant is initially selected to
participate in the Plan, and each time the Participant is granted
an additional award of Shares which are deferred hereunder, the
Participant shall elect, in writing on a form prescribed by the
Administrator, whether the Participant’s Account shall be paid in
a lump sum payment or in quarterly installments over a period of
not more than 20 years. Subject to Sections 7.3 and 7.5, such
election may be changed from time to time, but shall become
irrevocable 12 months prior to the Distribution Date for the
Account (including, if applicable, any new Distribution Date
pursuant to Section 7.3). A Participant may make different
elections with respect to different Accounts. Notwithstanding the
foregoing, any election to receive a benefit in installments shall
be subject to the approval of the Administrator, in its
discretion; provided, that, in the event such an election is
approved by the Administrator for an Affected Participant, the
Affected Participant shall be



 









 







deemed to have elected to receive such installment payments as a
“series of separate payments” for purposes of Code Section 409A.
Subject to Section 7.5, if no election has been made at least 12
months prior to the Distribution Date for the Account, any benefit
payable hereunder from the Account shall be paid in a single lump
sum.”




	11.	 	Section 7.2 of the Plan is hereby renumbered as Section 7.2(a), and the following sentence is
hereby added to the end of Section 7.2(a) of the Plan as follows:






“Notwithstanding the foregoing or any other provision of the Plan
to the contrary, this Section 7.2(a) shall not apply to Affected
Participants.”




	12.	 	The following new Section 7.2(b) is hereby added to the Plan as follows:






“Notwithstanding Section 7.2(a) or any other provision of the Plan
to the contrary, with respect to Affected Participants only, in
the event that the Administrator, upon written application of an
Affected Participant, determines that the Affected Participant has
incurred an Unforeseeable Financial Emergency at any time, the
Affected Participant may receive a distribution of up to 100% of
his Account balance (without any forfeiture), but such
distribution shall in no event exceed the amount necessary to
alleviate such Unforeseeable Financial Emergency and it must be
limited to the “amount reasonably necessary to satisfy the
emergency need” (as determined under Code Section 409A). The
Administrator shall direct the Trustee to make such distribution
in a lump sum, as soon as practicable after the Administrator has
made such determination, in the form of Shares or cash, as
applicable pursuant to Section 5.4 (but treating the date of such
distribution as a Distribution Date for purposes hereof). An
Affected Participant’s Unforeseeable Financial Emergency, and the
amount necessary to alleviate the Unforeseeable Financial
Emergency, must be demonstrated in the written application of the
Affected Participant and in such other documentation as the
Administrator shall reasonably require.”




	13.	 	Section 7.4 of the Plan is hereby renumbered as Section 7.4(a), and the following sentence is
hereby added to the end of Section 7.4(a) as follows:




 









 












“Notwithstanding the foregoing or any other provision of the Plan
to the contrary, this Section 7.4(a) shall not apply to Affected
Participants.”




	14.	 	The following new Section 7.4(b) is hereby added to the Plan as follows:






“Notwithstanding Section 7.4(a) or any other provision of the Plan
to the contrary, in the event of an Affected Participant’s
“separation from service” (as defined in Code Section 409A) from
the Company (other than due to death) prior to age 60, the
Affected Participant’s Plan Benefit shall be paid in a lump sum as
soon as practicable following the date of such separation from
service (or, January 1, 2007, if later); provided, however, that
if such Affected Participant would be considered a “specified
employee” (as defined in Code Section 409A) as of the date of such
separation from service, such payment shall not be made to the
Affected Participant until the date that is six (6) months after
the date of such separation from service (or, if earlier, the date
of death of the Affected Participant).”




	15.	 	The following new Section 7.5 is hereby added to the Plan as follows:






“7.5 Affected Participant Special Elections.
Notwithstanding any other provision of the Plan to the contrary,
each of the Affected Participants shall be entitled to make a
one-time special election (the “Special Election”), in writing on
a form prescribed by the Administrator, to (i) defer commencement
of the receipt of all or any part of the Plan Benefit that would
otherwise have been payable to such Affected Participant on
January 1, 2007 (determined as if the Affected Participant never
made an election to defer the distribution of such amounts beyond
such date) (the “2007 Amounts”), to the fifth (5th) anniversary of
such Distribution Date (and in any such case the date to which
distribution is so deferred shall be the new Distribution Date for
such portion or all of the 2007 Amounts), and/or (ii) commence
receiving a portion or all of his or her 2007 Amounts on January
1, 2007. In either case, the Affected Participant shall be
entitled to elect to receive the 2007 Amounts in a single or
partial lump sum or to receive the 2007 Amounts (or the balance of
the 2007 Amounts if a partial lump sum has been elected) in
quarterly installments over a period of not more than 20 years
commencing either on January 1, 2007 or January 1, 2012, at the
Affected Participant’s election (if the Affected



 









 







Participant elects to receive the 2007 Amounts in quarterly
installments, the Affected Participant shall be deemed to have
elected to receive such 2007 Amounts as a “series of separate
payments” for purposes of Code Section 409A). Each Affected
Participant shall be entitled to make such a Special Election at
any time on or prior to December 31, 2006, and if such a Special
Election is properly made pursuant to this Section 7.5, any prior
election made by such Affected Participant with respect to the
2007 Amounts shall immediately become null and void and superseded
in its entirety. Any Special Election made under this Section 7.5
shall become irrevocable as of the date such Special Election is
received by the Administrator. An Affected Participant may not
make more than one Special Election under this Section 7.5. In
the event an Affected Participant fails to properly make a Special
Election pursuant to this Section 7.5, such Affected Participant
shall be deemed to have elected to have his or her 2007 Amounts
paid in a single lump sum on January 1, 2007, and any prior
election made by such Affected Participant with respect to his or
her 2007 Amounts shall immediately become null and void and
superseded in its entirety. All references contained in this
Section 7.5 to “January 1” of a calendar year shall mean the first
business day in January of such calendar year.”




	16.	 	This Amendment shall be effective as of December 21, 2006.
	 
	17.	 	Except to the extent hereinabove set forth, the Plan shall remain in full force and effect.





          IN WITNESS WHEREOF, the Board of Directors of the Company has caused this Amendment to be
executed by a duly authorized officer of the Company this 21st day of December, 2006.




	 	 	 	 	 
	 	CEDAR SHOPPING CENTERS, INC.

 	 
	 	By:  	                     /s/ LEO S. ULLMAN
 	 
	 	 	Name:  	Leo S. Ullman 	 
	 	 	Title:  	President