Exhibit 10.4





Exhibit 10.4




AMENDMENT NO. 4

TO THE

2005 CEDAR SHOPPING CENTERS, INC.

DEFERRED

COMPENSATION PLAN




WHEREAS, Cedar Shopping Centers, Inc. (the “Company”) has adopted the 2005 Cedar Shopping
Centers, Inc. Deferred Compensation Plan (the “Plan”); and



WHEREAS, Section 8.1 of the Plan generally 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 as set forth
below;




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




	1.	 	Section 3.1(b) of the Plan is hereby deleted and replaced in its entirety as follows:







“(b) Cash Bonus Deferrals.




(i) Each Participant who wishes to elect to defer all or a portion of the Cash
Bonus shall make such election in writing (in a form and in the manner, prescribed
by the Administrator) no later than the end of the Plan Year preceding the beginning
of the Plan Year with respect to which such Cash Bonus is earned by, and otherwise
may be payable to, such Participant for such Plan Year, it being understood that in
certain cases such Cash Bonus will not otherwise be payable to the Participant until
after the close of the Plan Year with respect to which it is earned; provided,
however, that in the case of an individual who first becomes an employee or director
of the Company during a Plan Year, an election to defer his Cash Bonus for such Plan
Year may be made within thirty (30) days of his becoming a Participant, but only
with respect to the portion of such Cash Bonus that is no greater than the total
amount of the Cash Bonus multiplied by the ratio of the number of days remaining in
the performance period after the election is made over the total number of days in
the performance period.


 


 









 






(ii) Notwithstanding the foregoing, if the Cash Bonus is performance-based
compensation as defined in Treasury Regulation §1.409A-1(e), in lieu of an
election under Section 3.1(b)(i), on or before June 30th of any Plan
Year, each Participant may elect to defer all or a part of the Cash Bonus, if any,
that is earned by, and otherwise may be payable to, such Participant for such Plan
Year, it being understood that in certain cases such Cash Bonus will not otherwise
be payable to the Participant until after the close of the Plan Year with respect to
which it is earned; provided, however, that in the case of an individual who first
becomes an employee or director of the Company after June 30th of a Plan
Year, an election to defer his Cash Bonus for such Plan Year may be made within
thirty (30) days of his becoming a Participant, but only with respect the portion of
such Cash Bonus that is no greater than the total amount of the Cash Bonus
multiplied by the ratio of the number of days remaining in the performance period
after the election is made over the total number of days in the performance period.
Any such election must be made in writing (on a form and in the manner, prescribed
by the Administrator.)”




	2.	 	The last sentence of Section 4.1(b) of the Plan is hereby deleted and replaced in its
entirety as follows:







“In addition, at any time following a Transaction, the participant shall be entitled
to have such Share Deferral Account invested by the Trustee in accordance with the
Participant’s Notional Investment Option(s) (as described in Section 4.1(c)(i)
below).”




	3.	 	Section 4.1(d) of the Plan is hereby deleted from the Plan in its entirety.







	4.	 	This Amendment shall be effective as of June 30, 2011.







	5.	 	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 as of the 27th day of September, 2011.



	 	 	 	 	 
	 	CEDAR SHOPPING CENTERS, INC.

 	 
	 	By:  	/s/ BRUCE J. SCHANZER
 	 
	 	 	Name:  	Bruce J. Schanzer 	 
	 	 	Title:  	President 	 




 


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