<SUBMISSION>
<ACCESSION-NUMBER>0000899681-05-000662
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>6
<PERIOD>20051019
<ITEMS>1.01
<ITEMS>9.01
<FILING-DATE>20051020
<DATE-OF-FILING-DATE-CHANGE>20051020
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CEDAR SHOPPING CENTERS INC
<CIK>0000761648
<ASSIGNED-SIC>6798
<IRS-NUMBER>421241468
<STATE-OF-INCORPORATION>MD
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-31817
<FILM-NUMBER>051146926
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>44 SOUTH BAYLES AVENUE
<CITY>PORT WASHINGTON
<STATE>NY
<ZIP>11050
<PHONE>5167676492
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>44 SOUTH BAYLES AVENUE
<CITY>PORT WASHINGTON
<STATE>NY
<ZIP>11050
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>CEDAR INCOME FUND LTD /MD/
<DATE-CHANGED>20001128
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>UNI INVEST USA LTD
<DATE-CHANGED>20000407
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>CEDAR INCOME FUND LTD
<DATE-CHANGED>19920703
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>cedar-8k_102005.htm
<TEXT>
<HTML>
<HEAD>
<TITLE>8-K</TITLE>
</HEAD>
<BODY>
<HR SIZE=1 WIDTH=75% ALIGN=CENTER>

<P ALIGN=CENTER><FONT SIZE=3><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION<BR>
Washington, DC 20549</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>FORM 8-K</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>Current Report Pursuant to Section&#160;13 or 15(d)<BR>
Of the Securities Exchange Act of 1934</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>Date of Report (Date of earliest event reported): <B>October 19, 2005</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=5><B>CEDAR SHOPPING CENTERS, INC.</B></FONT><BR>
<FONT SIZE=3>(Exact Name of Registrant as Specified in its Charter)</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>Maryland</B><BR>
(State or Other Jurisdiction of Incorporation)</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=CENTER>
<B>0-14510</B><BR>
(Commission File Number)
</TD>
<TD WIDTH=50% ALIGN=CENTER>
<B>42-1241468</B><BR>
(IRS Employer<BR>
Identification No.)</TD>
</TR>
</TABLE>
<BR>

<P ALIGN=CENTER><FONT SIZE=3><B>44 South Bayles Avenue<BR>
Port Washington, New York 11050</B><BR>
(Address of Principal Executive Offices) (Zip Code)</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>(516)&#160;767-6492</B><BR>
(Registrant's Telephone Number, Including Area Code)</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>Not Applicable<BR>
(Former Name or Former Address, if Changed Since Last Report)</FONT></P>

<P><FONT SIZE=3>Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions: </FONT></P>


<P><FONT SIZE=3>|_|&#160; Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425) <BR>
|_|&#160; Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) <BR>
|_|&#160; Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))<BR>
|_|&#160; Pre-commencement communications pursuant to Rule&#160;13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) </FONT></P>
<HR SIZE=1 WIDTH=75% ALIGN=CENTER>


<P ALIGN=LEFT><FONT SIZE=3><B><U>Item 1.01</U>&nbsp;&nbsp; <U>Entry into a
Material Definitive Agreement</U>. </B></FONT></P>

<P><FONT SIZE=3>The employment agreements
with each of Leo S. Ullman, Thomas J. O&#146;Keeffe, Thomas B. Richey, Brenda J.
Walker and Stuart H. Widowski, executive officers of the Company, have been
amended to provide that if upon a change in control the executive would be
subject to excise tax under Section 4999 of the Internal Revenue Code of 1986,
as amended, the executive will receive an additional payment such that he is
placed in the same after-tax position as if no excise tax had been imposed. In
addition, (a)&#160;Mr. Ullman&#146;s severance payment was increased from 250%
to 299% of his annual salary and average bonus for the preceding two full fiscal
years and (b)&#160;the term of his agreement is four years, however, commencing
on October 1, 2007 and each October 1 thereafter, the term shall be
automatically extended for an additional one-year period unless the Company or
Mr. Ullman elects not to extend it not less than 60 days prior to any extension
date. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B><U>Item 9.01</U>&nbsp;&nbsp; <U>Financial
Statements and Exhibits</U>. </B></FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT><U>Exhibits</U><BR>
<BR>
10.1<BR>
<BR>
10.2<BR>
<BR>
10.3<BR>
<BR>
10.4<BR>
<BR>
10.5
 </TD>
<TD WIDTH=85%><BR>
<BR>
Second Amendment dated October 19, 2005 to Employment Agreement for Leo S. Ullman<BR>
<BR>
Amendment dated October 19, 2005 to Employment Agreement for Thomas J. O'Keeffe<BR>
<BR>
Amendment dated October 19, 2005 to Employment Agreement for Thomas B. Richey<BR>
<BR>
Amendment dated October 19, 2005 to Employment Agreement for Brenda J. Walker<BR>
<BR>
Amendment dated October 19, 2005 to Employment Agreement for Stuart H. Widowski
</TD>
</TR>
</TABLE>
<BR>


<P ALIGN=CENTER><FONT SIZE=3><B>SIGNATURE</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>Dated:  October 19, 2005</FONT></P>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT></TD>
<TD WIDTH=50%>
CEDAR SHOPPING CENTERS, INC.<BR>
<BR>
<BR>
By: <U>/s/ Leo S. Ullman&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Leo S. Ullman<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Chairman of the Board, Chief Executive<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Officer and President</TD>
</TR>
</TABLE>
<BR>

</BODY>
</HTML>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>cedar-ex101_102005.htm
<DESCRIPTION>EX-10.1
<TEXT>
<HTML>
<HEAD>
<TITLE>Ex-10.1</TITLE>
</HEAD>
<BODY>


<P ALIGN=CENTER><FONT SIZE=3><B>SECOND AMENDMENT TO EMPLOYMENT AGREEMENT</B></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
This Second Amendment to Employment Agreement is hereby entered into as of
October 19, 2005 by and among Cedar Shopping Centers, Inc., a Maryland
corporation (the "Corporation"), Cedar Shopping Centers Partnership, L.P., a
Delaware limited partnership (the "Partnership") and Leo S. Ullman (the
"Executive").</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>W&#160;I&#160;T&#160;N&#160;E&#160;S&#160;S&#160;E&#160;T&#160;H:</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, the
Corporation, the Partnership and the Executive entered into that certain
Employment Agreement dated as of November 1, 2003, as previously amended (the
&#147;Employment Agreement&#148;); and </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the Board of Directors of the Corporation (on the Corporation&#146;s own behalf,
and as the sole general partner of the Partnership) approved the modification to
certain provisions of the Employment Agreement; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW
THEREFORE, intending to be legally bound the parties hereto agree as follows: </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 2.1 of the Employment Agreement is
hereby amended to read in its entirety as follows:</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"2.1
Unless sooner terminated as provided in this Agreement, the term of employment
shall be four years, commencing with the date hereof; provided, however, that
commencing on October 1, 2007 and on each October 1 thereafter (each an
&#147;Extension Date&#148;), the term of employment shall be automatically
extended for an additional one-year period, unless the Corporation or the
Executive provides the other party hereto not less than 60 days prior written
notice before the next Extension Date that the term of employment shall not be
so extended.&#148; </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 4.1 of the Employment Agreement is
hereby amended to read in its entirety as follows:</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"4.1
If the Executive&#146;s employment with the Corporation or the Partnership shall
be terminated (a) by the Corporation or Partnership other than for Cause or
pursuant to Sections 3.6 or 3.7, (b) by the Corporation providing notice to the
Executive pursuant to Section 2.1 hereof of non-extension of the term of
employment or (c) by the Executive for Good Reason, then the Corporation and
Partnership shall: </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (i) pay to the Executive as severance pay, within
five days after termination, a lump sum payment equal to 299% of the sum of the
Executive's annual salary at the rate applicable on the date of termination and
the average of the Executive's annual bonus for the preceding two full fiscal
years;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (ii) arrange to provide Executive, for a 12 month
period (or such shorter period as Executive may elect), with disability,
accident and health insurance substantially similar to those insurance benefits
which Executive is receiving immediately prior to the earlier of a Change in
Control, if any, or the date of termination to the extent obtainable upon
reasonable terms; provided, however, if it is not so obtainable the Corporation
shall pay to the Executive in cash the annual amount paid by the Corporation or
the Partnership for such benefits during the previous year of the Executive's
employment. Benefits otherwise receivable by Executive pursuant to this Section
4.1(ii) shall be reduced to the extent comparable benefits are actually received
by the Executive during such 12 month period following his termination (or such
shorter period elected by the Executive), and any such benefits actually
received by Executive shall be reported by the Executive to the Corporation;
and</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (iii) any options granted to Executive to acquire
common stock of the Corporation, any restricted shares of common stock of the
Corporation issued to the Executive and any other awards granted to the
Executive under any employee benefit plan that have not vested shall immediately
vest on said termination."</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; A new Section 4.3 is hereby added to the
Employment Agreement to read as follows:</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&quot;4.3
(a) Notwithstanding anything to the contrary in this Agreement, if it shall be
determined (as hereafter provided) that any payment, benefit or distribution (or
combination thereof) by the Corporation, any of its affiliates (including the
Partnership), one or more trusts established by the Corporation for the benefit
of its employees, or any other person or entity, to or for the benefit of the
Executive, whether paid or payable or distributed or distributable pursuant to
the terms of this Agreement or otherwise pursuant to or by reason of any other
agreement, policy, plan, program or arrangement, including without limitation
any stock option, restricted stock award, stock appreciation right or similar
right, or the lapse or termination of any restriction on or the vesting or
exercisability of any of the foregoing (a &#147;Payment&#148;), would be subject
to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986,
as amended (the &#147;Code&#148;) (or any successor provision thereto) by reason
of being &#147;contingent on a change in ownership or control&#148; of the
Corporation or an affiliate, within the meaning of Section 280G of the Code (or
any successor provision thereto) or to any similar tax imposed by state or local
law, or any interest or penalties with respect to such excise tax (such tax or
taxes, together with any such interest and penalties, are hereafter collectively
referred to as the &#147;Excise Tax&#148;), then the Corporation shall make an
additional payment (the &#147;Gross-Up Payment&#148;) to the Executive such
that, after payment of all Excise Taxes and any other taxes payable in respect
of such Gross-Up Payment, the Executive shall retain the same amount as if no
Excise Tax had been imposed. In addition, the Corporation shall reimburse the
Executive for any and all costs and expenses (including attorneys&#146; fees)
incurred by the Executive with respect to (i) the determination of the Excise
Tax, any other taxes payable in respect of the Gross-Up Payment or the Gross-Up
Payment, (ii) any disputes regarding the determination of the Excise Tax, any
other taxes payable in respect of the Gross-Up Payment or the Gross-Up Payment,
or (iii) the applicability of this Section 4.3. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Subject to the
provisions of Section 4.3(a) hereof, all determinations required to be made
under this Section 4.3, including whether an Excise Tax is payable by the
Executive and the amount of such Excise Tax, shall be made by the nationally
recognized firm of certified public accountants (the "Accounting Firm") used by
the Corporation prior to the change in control (or, if such Accounting Firm
declines to serve, the Accounting Firm shall be a nationally recognized firm of
certified public accountants selected by the Executive). The Accounting Firm
shall be directed by the Corporation or the Executive to submit its preliminary
determination and detailed supporting calculations to both the Corporation and
the Executive within 15 calendar days after the receipt of notice from the
Executive or the Corporation (which notice shall include data sufficient to
perform the determination and supporting calculations) that there has been a
Payment which is or might be subject to an Excise Tax, or any other time or
times as may be requested by the Corporation or the Executive. If the Accounting
Firm determines that any Excise Tax is payable by the Executive, the Corporation
shall make the Gross-Up Payment. If the Accounting Firm determines that no
Excise Tax is payable by the Executive, it shall, at the same time as it makes
such determination, furnish the Executive with an opinion from the Accounting
Firm or from reputable legal counsel which is familiar with the Excise Tax
provisions of the Code (which may but need not be regular or special counsel to
the Corporation) that the Executive has substantial authority not to report any
Excise Tax on his federal, state, local income or other tax return. Any
determination by the Accounting Firm shall be binding upon the Corporation and
the Executive absent a contrary determination by the Internal Revenue Service or
a court of competent jurisdiction; <U>provided</U>, <U>however</U>, that no such determination
shall eliminate or reduce the Corporation's obligation to provide any Gross-Up
Payment that shall be due as a result of such contrary determination. As a
result of the uncertainty in the application of Section 4999 of the Code (or any
successor provision thereto) and the possibility of similar uncertainty
regarding state or local tax law at the time of any determination by the
Accounting Firm hereunder, it is possible that the amount of the Gross-Up
Payment determined by the Accounting Firm to be due to (or on behalf of) the
Executive was lower than the amount actually due (the "Underpayment"). In the
event that the Corporation exhausts its remedies pursuant to Section 4.3(d)
below, and the Executive thereafter is required to make a payment or an
additional payment of any Excise Tax, the Accounting Firm shall determine the
amount of the Underpayment that has occurred as promptly as possible and notify
the Corporation and the Executive of such calculations, and of the amount any
such Underpayment and the resulting additional Gross-Up Payment to the Executive
within 15 calendar days after the Accounting Firm received notice of the
Underpayment from the Corporation or the Executive. Any Gross-Up Payments due
under this Section 4.3 shall be promptly paid by the Corporation, at its
expense, to or for the benefit of the Executive (including any withholding
payment made directly by the Corporation to the Internal Revenue Service or the
U.S. Treasury with respect to the Executive's Excise Tax liability) within five
(5) business days after receipt of the determination and calculations from the
Accounting Firm. All fees and expenses of the Accounting Firm shall be paid by
the Corporation in connection with the calculations required by this Section
4.3.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The federal,
state and local income or other tax returns filed by the Executive (or any
filing made by a consolidated tax group which includes the Corporation) shall be
prepared and filed on a consistent basis with the determination of the
Accounting Firm with respect to the Excise Tax payable by the Executive. The
Executive shall make proper payment of the amount of any Excise Tax, and at the
request of the Corporation, provide to the Corporation true and correct copies
(with any amendments) of the Executive's federal income tax return as filed with
the Internal Revenue Service and corresponding state and local tax returns, if
relevant, as filed with the applicable taxing authority, and such other
documents reasonably requested by the Corporation, evidencing such
payment.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Executive
shall notify the Corporation in writing of any claim by the Internal Revenue
Service that, if successful, would require the payment by the Corporation of any
Gross-Up Payment. Such notification shall be given as soon as practicable but no
later than ten (10) business days after the Executive is informed in writing of
such claim and shall apprise the Corporation of the nature of such claim and the
date on which such claim is requested to be paid. The Executive shall not pay
such claim prior to the expiration of the thirty (30) day period following the
date on which he gives such notice to the Corporation (or such shorter period
ending on the date that any payment of taxes with respect to such claim is due).
If the Corporation notifies the Executive in writing prior to the expiration of
such period that it desires to contest such claim, the Executive shall (i)
provide to the Corporation any information which is in the Executive's
possession reasonably requested by the Corporation relating to such claim, (ii)
take such action in connection with contesting such claim as the Corporation
shall reasonably request in writing from time to time, including, without
limitation, accepting legal representation with respect to such claim by an
attorney reasonably selected by the Corporation, (iii) cooperate with the
Corporation in good faith in order to effectively contest such claim, and (iv)
permit the Corporation to participate in any proceedings relating to such claim;
<U>provided</U>, <U>however</U>, that the Corporation shall bear and pay directly all costs
and expenses (including additional interest and penalties) incurred in
connection with such contest and shall indemnify and hold the Executive
harmless, on an after-tax basis, from any Excise Tax or income tax (including
interest and penalties with respect thereto) imposed as a result of such
representation and payment of costs and expenses. Without limitation on the
foregoing provisions of this Section 4.3, the Corporation shall control all
proceedings taken in connection with such contest and, at its sole option, may
pursue or forego any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and may, at its
sole option, either direct the Executive to pay the tax claimed and sue for a
refund or contest the claim in any permissible manner, and the Executive agrees
to prosecute such contest to a determination before any administrative tribunal,
in a court of initial jurisdiction and in one or more appellate courts, as the
Corporation shall determine; <U>provided</U>, <U>further</U>, that if the Corporation directs
the Executive to pay such claim and sue for a refund, the Corporation shall pay
the amount of such payment to the Executive, and the Executive shall use such
amount received to pay such claim, and the Corporation shall indemnify and hold
the Executive harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties with respect thereto) imposed with respect to
such payment or with respect to any imputed income with respect to such payment
(including the applicable Gross-Up Payment); provided, further, that if the
Executive is required to extend the statute of limitations to enable the
Corporation to contest such claim, the Executive may limit this extension solely
to such contested amount. The Corporation's control of the contest shall be
limited to issues with respect to which a Gross-Up Payment would be payable
hereunder and the Executive shall be entitled to settle or contest, as the case
may be, any other issue raised by the Internal Revenue Service or any other
taxing authority.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; If, after the
receipt by the Executive of an amount paid or advanced by the Corporation
pursuant to this Section 4.3, the Executive becomes entitled to receive any
refund with respect to a Gross-Up Payment, the Executive shall (subject to the
Corporation's complying with the requirements of Section 4.3(d)) promptly pay to
the Corporation the amount of such refund received (together with any interest
paid or credited thereon after taxes applicable thereto) (or, to the extent such
payment would be deemed prohibited by applicable law, shall be treated as a
prepayment by the Corporation of any amounts owed to the Executive). If, after
the receipt by the Executive of an amount advanced by the Corporation pursuant
to Section 4.3(d), a determination is made that the Executive shall not be
entitled to any refund with respect to such claim and the Corporation does not
notify the Executive in writing of its intent to contest such denial of refund
prior to the expiration of thirty (30) days after such determination, then such
advance shall be forgiven and shall not be required to be repaid and the amount
of such payment made to the Executive thereunder shall offset, to the extent
thereof, the amount of the Gross-Up Payment required to be paid.</FONT></P>



<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS WHEREOF, the parties have executed this Second Amendment to Employment
Agreement as of the date first above written. </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT></TD>
<TD WIDTH=50%>
CEDAR SHOPPING CENTERS, INC.<BR>
<BR>
<BR>
By: <U>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
<BR>
<BR>
CEDAR SHOPPING CENTERS PARTNERSHIP, L.P.<BR>
By: Cedar Shopping Centers, Inc.<BR>
<BR>
<BR>
By: <U>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
<BR>
<BR>
<U>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Leo S. Ullman
</TD>
</TR>
</TABLE>

</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>cedar-ex102_102005.htm
<DESCRIPTION>EX-10.2
<TEXT>
<HTML>
<HEAD>
<TITLE>Ex-10.2</TITLE>
</HEAD>
<BODY>

<P ALIGN=CENTER><FONT SIZE=3><B>AMENDMENT TO EMPLOYMENT AGREEMENT</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Amendment to Employment Agreement is hereby entered into as of October 19, 2005
by and among Cedar Shopping Centers, Inc., a Maryland corporation (the
&#147;Corporation&#148;), Cedar Shopping Centers Partnership, L.P., a Delaware
limited partnership (the &#147;Partnership&#148;) and Thomas J. O&#146;Keeffe
(the &#147;Executive&#148;). </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>W&#160;I&#160;T&#160;N&#160;E&#160;S&#160;S&#160;E&#160;T&#160;H:</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the Corporation, the Partnership and the Executive entered into that certain
Employment Agreement dated as of November 1, 2003, as presently in effect (the
&#147;Employment Agreement&#148;); and </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the Board of Directors of the Corporation (on the Corporation&#146;s own behalf,
and as the sole general partner of the Partnership) approved the modification to
certain provisions of the Employment Agreement; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW
THEREFORE, intending to be legally bound the parties hereto agree as follows: </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 4.1 of the Employment Agreement is
hereby amended to read in its entirety as follows:</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;4.1
If the Executive&#146;s employment with the Corporation or the Partnership shall
be terminated (a) by the Corporation or Partnership other than for Cause or
pursuant to Sections 3.6 or 3.7 or (b) by the Executive for Good Reason, then
the Corporation and Partnership shall: </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (i) pay to the Executive as severance pay, within
five days after termination, a lump sum payment equal to 250% of the sum of the
Executive's annual salary at the rate applicable on the date of termination and
the average of the Executive's annual bonus for the preceding two full fiscal
years;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (ii) arrange to provide Executive, for a 12 month
period (or such shorter period as Executive may elect), with disability,
accident and health insurance substantially similar to those insurance benefits
which Executive is receiving immediately prior to the earlier of a Change in
Control, if any, or the date of termination to the extent obtainable upon
reasonable terms; provided, however, if it is not so obtainable the Corporation
shall pay to the Executive in cash the annual amount paid by the Corporation or
the Partnership for such benefits during the previous year of the Executive's
employment. Benefits otherwise receivable by Executive pursuant to this Section
4.1(ii) shall be reduced to the extent comparable benefits are actually received
by the Executive during such 12 month period following his termination (or such
shorter period elected by the Executive), and any such benefits actually
received by Executive shall be reported by the Executive to the Corporation;
and</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (iii) any options granted to Executive to acquire
common stock of the Corporation, any restricted shares of common stock of the
Corporation issued to the Executive and any other awards granted to the
Executive under any employee benefit plan that have not vested shall immediately
vest on said termination."</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; A new Section 4.3 is hereby added to the
Employment Agreement to read as follows:</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"4.3
(a) Notwithstanding anything to the contrary in this Agreement, if it shall be
determined (as hereafter provided) that any payment, benefit or distribution (or
combination thereof) by the Corporation, any of its affiliates (including the
Partnership), one or more trusts established by the Corporation for the benefit
of its employees, or any other person or entity, to or for the benefit of the
Executive, whether paid or payable or distributed or distributable pursuant to
the terms of this Agreement or otherwise pursuant to or by reason of any other
agreement, policy, plan, program or arrangement, including without limitation
any stock option, restricted stock award, stock appreciation right or similar
right, or the lapse or termination of any restriction on or the vesting or
exercisability of any of the foregoing (a &#147;Payment&#148;), would be subject
to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986,
as amended (the &#147;Code&#148;) (or any successor provision thereto) by reason
of being &#147;contingent on a change in ownership or control&#148; of the
Corporation or an affiliate, within the meaning of Section 280G of the Code (or
any successor provision thereto) or to any similar tax imposed by state or local
law, or any interest or penalties with respect to such excise tax (such tax or
taxes, together with any such interest and penalties, are hereafter collectively
referred to as the &#147;Excise Tax&#148;), then the Corporation shall make an
additional payment (the &#147;Gross-Up Payment&#148;) to the Executive such
that, after payment of all Excise Taxes and any other taxes payable in respect
of such Gross-Up Payment, the Executive shall retain the same amount as if no
Excise Tax had been imposed. In addition, the Corporation shall reimburse the
Executive for any and all costs and expenses (including attorneys&#146; fees)
incurred by the Executive with respect to (i) the determination of the Excise
Tax, any other taxes payable in respect of the Gross-Up Payment or the Gross-Up
Payment, (ii) any disputes regarding the determination of the Excise Tax, any
other taxes payable in respect of the Gross-Up Payment or the Gross-Up Payment,
or (iii) the applicability of this Section 4.3. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Subject to the
provisions of Section 4.3(a) hereof, all determinations required to be made
under this Section 4.3, including whether an Excise Tax is payable by the
Executive and the amount of such Excise Tax, shall be made by the nationally
recognized firm of certified public accountants (the "Accounting Firm") used by
the Corporation prior to the change in control (or, if such Accounting Firm
declines to serve, the Accounting Firm shall be a nationally recognized firm of
certified public accountants selected by the Executive). The Accounting Firm
shall be directed by the Corporation or the Executive to submit its preliminary
determination and detailed supporting calculations to both the Corporation and
the Executive within 15 calendar days after the receipt of notice from the
Executive or the Corporation (which notice shall include data sufficient to
perform the determination and supporting calculations) that there has been a
Payment which is or might be subject to an Excise Tax, or any other time or
times as may be requested by the Corporation or the Executive. If the Accounting
Firm determines that any Excise Tax is payable by the Executive, the Corporation
shall make the Gross-Up Payment. If the Accounting Firm determines that no
Excise Tax is payable by the Executive, it shall, at the same time as it makes
such determination, furnish the Executive with an opinion from the Accounting
Firm or from reputable legal counsel which is familiar with the Excise Tax
provisions of the Code (which may but need not be regular or special counsel to
the Corporation) that the Executive has substantial authority not to report any
Excise Tax on his federal, state, local income or other tax return. Any
determination by the Accounting Firm shall be binding upon the Corporation and
the Executive absent a contrary determination by the Internal Revenue Service or
a court of competent jurisdiction; <U>provided</U>, <U>however</U>, that no such determination
shall eliminate or reduce the Corporation's obligation to provide any Gross-Up
Payment that shall be due as a result of such contrary determination. As a
result of the uncertainty in the application of Section 4999 of the Code (or any
successor provision thereto) and the possibility of similar uncertainty
regarding state or local tax law at the time of any determination by the
Accounting Firm hereunder, it is possible that the amount of the Gross-Up
Payment determined by the Accounting Firm to be due to (or on behalf of) the
Executive was lower than the amount actually due (the "Underpayment"). In the
event that the Corporation exhausts its remedies pursuant to Section 4.3(d)
below, and the Executive thereafter is required to make a payment or an
additional payment of any Excise Tax, the Accounting Firm shall determine the
amount of the Underpayment that has occurred as promptly as possible and notify
the Corporation and the Executive of such calculations, and of the amount any
such Underpayment and the resulting additional Gross-Up Payment to the Executive
within 15 calendar days after the Accounting Firm received notice of the
Underpayment from the Corporation or the Executive. Any Gross-Up Payments due
under this Section 4.3 shall be promptly paid by the Corporation, at its
expense, to or for the benefit of the Executive (including any withholding
payment made directly by the Corporation to the Internal Revenue Service or the
U.S. Treasury with respect to the Executive's Excise Tax liability) within five
(5) business days after receipt of the determination and calculations from the
Accounting Firm. All fees and expenses of the Accounting Firm shall be paid by
the Corporation in connection with the calculations required by this Section
4.3.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The federal,
state and local income or other tax returns filed by the Executive (or any
filing made by a consolidated tax group which includes the Corporation) shall be
prepared and filed on a consistent basis with the determination of the
Accounting Firm with respect to the Excise Tax payable by the Executive. The
Executive shall make proper payment of the amount of any Excise Tax, and at the
request of the Corporation, provide to the Corporation true and correct copies
(with any amendments) of the Executive's federal income tax return as filed with
the Internal Revenue Service and corresponding state and local tax returns, if
relevant, as filed with the applicable taxing authority, and such other
documents reasonably requested by the Corporation, evidencing such
payment.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Executive
shall notify the Corporation in writing of any claim by the Internal Revenue
Service that, if successful, would require the payment by the Corporation of any
Gross-Up Payment. Such notification shall be given as soon as practicable but no
later than ten (10) business days after the Executive is informed in writing of
such claim and shall apprise the Corporation of the nature of such claim and the
date on which such claim is requested to be paid. The Executive shall not pay
such claim prior to the expiration of the thirty (30) day period following the
date on which he gives such notice to the Corporation (or such shorter period
ending on the date that any payment of taxes with respect to such claim is due).
If the Corporation notifies the Executive in writing prior to the expiration of
such period that it desires to contest such claim, the Executive shall (i)
provide to the Corporation any information which is in the Executive's
possession reasonably requested by the Corporation relating to such claim, (ii)
take such action in connection with contesting such claim as the Corporation
shall reasonably request in writing from time to time, including, without
limitation, accepting legal representation with respect to such claim by an
attorney reasonably selected by the Corporation, (iii) cooperate with the
Corporation in good faith in order to effectively contest such claim, and (iv)
permit the Corporation to participate in any proceedings relating to such claim;
<U>provided</U>, <U>however</U>, that the Corporation shall bear and pay directly all costs
and expenses (including additional interest and penalties) incurred in
connection with such contest and shall indemnify and hold the Executive
harmless, on an after-tax basis, from any Excise Tax or income tax (including
interest and penalties with respect thereto) imposed as a result of such
representation and payment of costs and expenses. Without limitation on the
foregoing provisions of this Section 4.3, the Corporation shall control all
proceedings taken in connection with such contest and, at its sole option, may
pursue or forego any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and may, at its
sole option, either direct the Executive to pay the tax claimed and sue for a
refund or contest the claim in any permissible manner, and the Executive agrees
to prosecute such contest to a determination before any administrative tribunal,
in a court of initial jurisdiction and in one or more appellate courts, as the
Corporation shall determine; <U>provided</U>, <U>further</U>, that if the Corporation directs
the Executive to pay such claim and sue for a refund, the Corporation shall pay
the amount of such payment to the Executive, and the Executive shall use such
amount received to pay such claim, and the Corporation shall indemnify and hold
the Executive harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties with respect thereto) imposed with respect to
such payment or with respect to any imputed income with respect to such payment
(including the applicable Gross-Up Payment); provided, further, that if the
Executive is required to extend the statute of limitations to enable the
Corporation to contest such claim, the Executive may limit this extension solely
to such contested amount. The Corporation's control of the contest shall be
limited to issues with respect to which a Gross-Up Payment would be payable
hereunder and the Executive shall be entitled to settle or contest, as the case
may be, any other issue raised by the Internal Revenue Service or any other
taxing authority.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; If, after the
receipt by the Executive of an amount paid or advanced by the Corporation
pursuant to this Section 4.3, the Executive becomes entitled to receive any
refund with respect to a Gross-Up Payment, the Executive shall (subject to the
Corporation's complying with the requirements of Section 4.3(d)) promptly pay to
the Corporation the amount of such refund received (together with any interest
paid or credited thereon after taxes applicable thereto) (or, to the extent such
payment would be deemed prohibited by applicable law, shall be treated as a
prepayment by the Corporation of any amounts owed to the Executive). If, after
the receipt by the Executive of an amount advanced by the Corporation pursuant
to Section 4.3(d), a determination is made that the Executive shall not be
entitled to any refund with respect to such claim and the Corporation does not
notify the Executive in writing of its intent to contest such denial of refund
prior to the expiration of thirty (30) days after such determination, then such
advance shall be forgiven and shall not be required to be repaid and the amount
of such payment made to the Executive thereunder shall offset, to the extent
thereof, the amount of the Gross-Up Payment required to be paid.</FONT></P>



<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS WHEREOF, the parties have executed this Amendment to Employment
Agreement as of the date first above written. </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT></TD>
<TD WIDTH=50%>
CEDAR SHOPPING CENTERS, INC.<BR>
<BR>
<BR>
By: <U>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
<BR>
<BR>
CEDAR SHOPPING CENTERS PARTNERSHIP, L.P.<BR>
By: Cedar Shopping Centers, Inc.<BR>
<BR>
<BR>
By: <U>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
<BR>
<BR>
<U>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;Thomas J. O'Keeffe
</TD>
</TR>
</TABLE>
<BR>

</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>cedar-ex103_102005.htm
<DESCRIPTION>EX-10.3
<TEXT>
<HTML>
<HEAD>
<TITLE>Ex-10.3</TITLE>
</HEAD>
<BODY>

<P ALIGN=CENTER><FONT SIZE=3><B>AMENDMENT TO EMPLOYMENT AGREEMENT</B></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
This Amendment to Employment Agreement is hereby entered into as of October 19,
2005 by and among Cedar Shopping Centers, Inc., a Maryland corporation (the
"Corporation"), Cedar Shopping Centers Partnership, L.P., a Delaware limited
partnership (the "Partnership") and Thomas B. Richey (the
"Executive").</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>W&#160;I&#160;T&#160;N&#160;E&#160;S&#160;S&#160;E&#160;T&#160;H:</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the Corporation, the Partnership and the Executive entered into that certain
Employment Agreement dated as of November 1, 2003, as presently in effect (the
&#147;Employment Agreement&#148;); and </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the Board of Directors of the Corporation (on the Corporation&#146;s own behalf,
and as the sole general partner of the Partnership) approved the modification to
certain provisions of the Employment Agreement; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW
THEREFORE, intending to be legally bound the parties hereto agree as follows: </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 4.1 of the Employment Agreement is hereby amended to read in its
entirety as follows:</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;4.1 If the Executive&#146;s employment with
the Corporation or the Partnership shall be terminated (a) by the Corporation or
Partnership other than for Cause or pursuant to Sections 3.6 or 3.7 or (b) by
the Executive for Good Reason, then the Corporation and Partnership shall:
</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (i) pay to the Executive as severance pay, within
five days after termination, a lump sum payment equal to 250% of the sum of the
Executive's annual salary at the rate applicable on the date of termination and
the average of the Executive's annual bonus for the preceding two full fiscal
years;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (ii) arrange to provide Executive, for a 12 month
period (or such shorter period as Executive may elect), with disability,
accident and health insurance substantially similar to those insurance benefits
which Executive is receiving immediately prior to the earlier of a Change in
Control, if any, or the date of termination to the extent obtainable upon
reasonable terms; provided, however, if it is not so obtainable the Corporation
shall pay to the Executive in cash the annual amount paid by the Corporation or
the Partnership for such benefits during the previous year of the Executive's
employment. Benefits otherwise receivable by Executive pursuant to this Section
4.1(ii) shall be reduced to the extent comparable benefits are actually received
by the Executive during such 12 month period following his termination (or such
shorter period elected by the Executive), and any such benefits actually
received by Executive shall be reported by the Executive to the Corporation;
and</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (iii) any options granted to Executive to acquire
common stock of the Corporation, any restricted shares of common stock of the
Corporation issued to the Executive and any other awards granted to the
Executive under any employee benefit plan that have not vested shall immediately
vest on said termination."</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; A new Section 4.3 is hereby added to the
Employment Agreement to read as follows:</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&quot;4.3
(a) Notwithstanding anything to the contrary in this Agreement, if it shall be
determined (as hereafter provided) that any payment, benefit or distribution (or
combination thereof) by the Corporation, any of its affiliates (including the
Partnership), one or more trusts established by the Corporation for the benefit
of its employees, or any other person or entity, to or for the benefit of the
Executive, whether paid or payable or distributed or distributable pursuant to
the terms of this Agreement or otherwise pursuant to or by reason of any other
agreement, policy, plan, program or arrangement, including without limitation
any stock option, restricted stock award, stock appreciation right or similar
right, or the lapse or termination of any restriction on or the vesting or
exercisability of any of the foregoing (a &#147;Payment&#148;), would be subject
to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986,
as amended (the &#147;Code&#148;) (or any successor provision thereto) by reason
of being &#147;contingent on a change in ownership or control&#148; of the
Corporation or an affiliate, within the meaning of Section 280G of the Code (or
any successor provision thereto) or to any similar tax imposed by state or local
law, or any interest or penalties with respect to such excise tax (such tax or
taxes, together with any such interest and penalties, are hereafter collectively
referred to as the &#147;Excise Tax&#148;), then the Corporation shall make an
additional payment (the &#147;Gross-Up Payment&#148;) to the Executive such
that, after payment of all Excise Taxes and any other taxes payable in respect
of such Gross-Up Payment, the Executive shall retain the same amount as if no
Excise Tax had been imposed. In addition, the Corporation shall reimburse the
Executive for any and all costs and expenses (including attorneys&#146; fees)
incurred by the Executive with respect to (i) the determination of the Excise
Tax, any other taxes payable in respect of the Gross-Up Payment or the Gross-Up
Payment, (ii) any disputes regarding the determination of the Excise Tax, any
other taxes payable in respect of the Gross-Up Payment or the Gross-Up Payment,
or (iii) the applicability of this Section 4.3. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Subject to the
provisions of Section 4.3(a) hereof, all determinations required to be made
under this Section 4.3, including whether an Excise Tax is payable by the
Executive and the amount of such Excise Tax, shall be made by the nationally
recognized firm of certified public accountants (the "Accounting Firm") used by
the Corporation prior to the change in control (or, if such Accounting Firm
declines to serve, the Accounting Firm shall be a nationally recognized firm of
certified public accountants selected by the Executive). The Accounting Firm
shall be directed by the Corporation or the Executive to submit its preliminary
determination and detailed supporting calculations to both the Corporation and
the Executive within 15 calendar days after the receipt of notice from the
Executive or the Corporation (which notice shall include data sufficient to
perform the determination and supporting calculations) that there has been a
Payment which is or might be subject to an Excise Tax, or any other time or
times as may be requested by the Corporation or the Executive. If the Accounting
Firm determines that any Excise Tax is payable by the Executive, the Corporation
shall make the Gross-Up Payment. If the Accounting Firm determines that no
Excise Tax is payable by the Executive, it shall, at the same time as it makes
such determination, furnish the Executive with an opinion from the Accounting
Firm or from reputable legal counsel which is familiar with the Excise Tax
provisions of the Code (which may but need not be regular or special counsel to
the Corporation) that the Executive has substantial authority not to report any
Excise Tax on his federal, state, local income or other tax return. Any
determination by the Accounting Firm shall be binding upon the Corporation and
the Executive absent a contrary determination by the Internal Revenue Service or
a court of competent jurisdiction; <U>provided</U>, <U>however</U>, that no such determination
shall eliminate or reduce the Corporation's obligation to provide any Gross-Up
Payment that shall be due as a result of such contrary determination. As a
result of the uncertainty in the application of Section 4999 of the Code (or any
successor provision thereto) and the possibility of similar uncertainty
regarding state or local tax law at the time of any determination by the
Accounting Firm hereunder, it is possible that the amount of the Gross-Up
Payment determined by the Accounting Firm to be due to (or on behalf of) the
Executive was lower than the amount actually due (the "Underpayment"). In the
event that the Corporation exhausts its remedies pursuant to Section 4.3(d)
below, and the Executive thereafter is required to make a payment or an
additional payment of any Excise Tax, the Accounting Firm shall determine the
amount of the Underpayment that has occurred as promptly as possible and notify
the Corporation and the Executive of such calculations, and of the amount any
such Underpayment and the resulting additional Gross-Up Payment to the Executive
within 15 calendar days after the Accounting Firm received notice of the
Underpayment from the Corporation or the Executive. Any Gross-Up Payments due
under this Section 4.3 shall be promptly paid by the Corporation, at its
expense, to or for the benefit of the Executive (including any withholding
payment made directly by the Corporation to the Internal Revenue Service or the
U.S. Treasury with respect to the Executive's Excise Tax liability) within five
(5) business days after receipt of the determination and calculations from the
Accounting Firm. All fees and expenses of the Accounting Firm shall be paid by
the Corporation in connection with the calculations required by this Section
4.3.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The federal,
state and local income or other tax returns filed by the Executive (or any
filing made by a consolidated tax group which includes the Corporation) shall be
prepared and filed on a consistent basis with the determination of the
Accounting Firm with respect to the Excise Tax payable by the Executive. The
Executive shall make proper payment of the amount of any Excise Tax, and at the
request of the Corporation, provide to the Corporation true and correct copies
(with any amendments) of the Executive's federal income tax return as filed with
the Internal Revenue Service and corresponding state and local tax returns, if
relevant, as filed with the applicable taxing authority, and such other
documents reasonably requested by the Corporation, evidencing such
payment.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Executive
shall notify the Corporation in writing of any claim by the Internal Revenue
Service that, if successful, would require the payment by the Corporation of any
Gross-Up Payment. Such notification shall be given as soon as practicable but no
later than ten (10) business days after the Executive is informed in writing of
such claim and shall apprise the Corporation of the nature of such claim and the
date on which such claim is requested to be paid. The Executive shall not pay
such claim prior to the expiration of the thirty (30) day period following the
date on which he gives such notice to the Corporation (or such shorter period
ending on the date that any payment of taxes with respect to such claim is due).
If the Corporation notifies the Executive in writing prior to the expiration of
such period that it desires to contest such claim, the Executive shall (i)
provide to the Corporation any information which is in the Executive's
possession reasonably requested by the Corporation relating to such claim, (ii)
take such action in connection with contesting such claim as the Corporation
shall reasonably request in writing from time to time, including, without
limitation, accepting legal representation with respect to such claim by an
attorney reasonably selected by the Corporation, (iii) cooperate with the
Corporation in good faith in order to effectively contest such claim, and (iv)
permit the Corporation to participate in any proceedings relating to such claim;
<U>provided</U>, <U>however</U>, that the Corporation shall bear and pay directly all costs
and expenses (including additional interest and penalties) incurred in
connection with such contest and shall indemnify and hold the Executive
harmless, on an after-tax basis, from any Excise Tax or income tax (including
interest and penalties with respect thereto) imposed as a result of such
representation and payment of costs and expenses. Without limitation on the
foregoing provisions of this Section 4.3, the Corporation shall control all
proceedings taken in connection with such contest and, at its sole option, may
pursue or forego any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and may, at its
sole option, either direct the Executive to pay the tax claimed and sue for a
refund or contest the claim in any permissible manner, and the Executive agrees
to prosecute such contest to a determination before any administrative tribunal,
in a court of initial jurisdiction and in one or more appellate courts, as the
Corporation shall determine; <U>provided</U>, <U>further</U>, that if the Corporation directs
the Executive to pay such claim and sue for a refund, the Corporation shall pay
the amount of such payment to the Executive, and the Executive shall use such
amount received to pay such claim, and the Corporation shall indemnify and hold
the Executive harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties with respect thereto) imposed with respect to
such payment or with respect to any imputed income with respect to such payment
(including the applicable Gross-Up Payment); provided, further, that if the
Executive is required to extend the statute of limitations to enable the
Corporation to contest such claim, the Executive may limit this extension solely
to such contested amount. The Corporation's control of the contest shall be
limited to issues with respect to which a Gross-Up Payment would be payable
hereunder and the Executive shall be entitled to settle or contest, as the case
may be, any other issue raised by the Internal Revenue Service or any other
taxing authority.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; If, after the
receipt by the Executive of an amount paid or advanced by the Corporation
pursuant to this Section 4.3, the Executive becomes entitled to receive any
refund with respect to a Gross-Up Payment, the Executive shall (subject to the
Corporation's complying with the requirements of Section 4.3(d)) promptly pay to
the Corporation the amount of such refund received (together with any interest
paid or credited thereon after taxes applicable thereto) (or, to the extent such
payment would be deemed prohibited by applicable law, shall be treated as a
prepayment by the Corporation of any amounts owed to the Executive). If, after
the receipt by the Executive of an amount advanced by the Corporation pursuant
to Section 4.3(d), a determination is made that the Executive shall not be
entitled to any refund with respect to such claim and the Corporation does not
notify the Executive in writing of its intent to contest such denial of refund
prior to the expiration of thirty (30) days after such determination, then such
advance shall be forgiven and shall not be required to be repaid and the amount
of such payment made to the Executive thereunder shall offset, to the extent
thereof, the amount of the Gross-Up Payment required to be paid.</FONT></P>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS WHEREOF, the parties have executed this Amendment to Employment
Agreement as of the date first above written. </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT></TD>
<TD WIDTH=50%>
CEDAR SHOPPING CENTERS, INC.<BR>
<BR>
<BR>
By: <U>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
<BR>
<BR>
CEDAR SHOPPING CENTERS PARTNERSHIP, L.P.<BR>
By: Cedar Shopping Centers, Inc.<BR>
<BR>
<BR>
By: <U>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
<BR>
<BR>
<U>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;Thomas B. Richey
</TD>
</TR>
</TABLE>
<BR>

</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>cedar-ex104_102005.htm
<DESCRIPTION>EX-10.4
<TEXT>
<HTML>
<HEAD>
<TITLE>Ex-10.4</TITLE>
</HEAD>
<BODY>

<P ALIGN=CENTER><FONT SIZE=3><B>AMENDMENT TO EMPLOYMENT AGREEMENT</B></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
This Amendment to Employment Agreement is hereby entered into as of October 19,
2005 by and among Cedar Shopping Centers, Inc., a Maryland corporation (the
"Corporation"), Cedar Shopping Centers Partnership, L.P., a Delaware limited
partnership (the "Partnership") and Brenda J. Walker (the
"Executive").</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>W&#160;I&#160;T&#160;N&#160;E&#160;S&#160;S&#160;E&#160;T&#160;H:</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the Corporation, the Partnership and the Executive entered into that certain
Employment Agreement dated as of November 1, 2003, as presently in effect (the
&#147;Employment Agreement&#148;); and </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the Board of Directors of the Corporation (on the Corporation&#146;s own behalf,
and as the sole general partner of the Partnership) approved the modification to
certain provisions of the Employment Agreement; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW
THEREFORE, intending to be legally bound the parties hereto agree as follows: </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 4.1 of the Employment Agreement is
hereby amended to read in its entirety as follows:</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;4.1
If the Executive&#146;s employment with the Corporation or the Partnership shall
be terminated (a) by the Corporation or Partnership other than for Cause or
pursuant to Sections 3.6 or 3.7 or (b) by the Executive for Good Reason, then
the Corporation and Partnership shall: </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (i) pay to the Executive as severance pay, within
five days after termination, a lump sum payment equal to 250% of the sum of the
Executive's annual salary at the rate applicable on the date of termination and
the average of the Executive's annual bonus for the preceding two full fiscal
years;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (ii) arrange to provide Executive, for a 12 month
period (or such shorter period as Executive may elect), with disability,
accident and health insurance substantially similar to those insurance benefits
which Executive is receiving immediately prior to the earlier of a Change in
Control, if any, or the date of termination to the extent obtainable upon
reasonable terms; provided, however, if it is not so obtainable the Corporation
shall pay to the Executive in cash the annual amount paid by the Corporation or
the Partnership for such benefits during the previous year of the Executive's
employment. Benefits otherwise receivable by Executive pursuant to this Section
4.1(ii) shall be reduced to the extent comparable benefits are actually received
by the Executive during such 12 month period following his termination (or such
shorter period elected by the Executive), and any such benefits actually
received by Executive shall be reported by the Executive to the Corporation;
and</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (iii) any options granted to Executive to acquire
common stock of the Corporation, any restricted shares of common stock of the
Corporation issued to the Executive and any other awards granted to the
Executive under any employee benefit plan that have not vested shall immediately
vest on said termination."</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; A new Section 4.3 is hereby added to the
Employment Agreement to read as follows:</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&quot;4.3 (a) Notwithstanding anything to the
contrary in this Agreement, if it shall be determined (as hereafter provided)
that any payment, benefit or distribution (or combination thereof) by the
Corporation, any of its affiliates (including the Partnership), one or more
trusts established by the Corporation for the benefit of its employees, or any
other person or entity, to or for the benefit of the Executive, whether paid or
payable or distributed or distributable pursuant to the terms of this Agreement
or otherwise pursuant to or by reason of any other agreement, policy, plan,
program or arrangement, including without limitation any stock option,
restricted stock award, stock appreciation right or similar right, or the lapse
or termination of any restriction on or the vesting or exercisability of any of
the foregoing (a &#147;Payment&#148;), would be subject to the excise tax
imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the
&#147;Code&#148;) (or any successor provision thereto) by reason of being
&#147;contingent on a change in ownership or control&#148; of the Corporation or
an affiliate, within the meaning of Section 280G of the Code (or any successor
provision thereto) or to any similar tax imposed by state or local law, or any
interest or penalties with respect to such excise tax (such tax or taxes,
together with any such interest and penalties, are hereafter collectively
referred to as the &#147;Excise Tax&#148;), then the Corporation shall make an
additional payment (the &#147;Gross-Up Payment&#148;) to the Executive such
that, after payment of all Excise Taxes and any other taxes payable in respect
of such Gross-Up Payment, the Executive shall retain the same amount as if no
Excise Tax had been imposed. In addition, the Corporation shall reimburse the
Executive for any and all costs and expenses (including attorneys&#146; fees)
incurred by the Executive with respect to (i) the determination of the Excise
Tax, any other taxes payable in respect of the Gross-Up Payment or the Gross-Up
Payment, (ii) any disputes regarding the determination of the Excise Tax, any
other taxes payable in respect of the Gross-Up Payment or the Gross-Up Payment,
or (iii) the applicability of this Section 4.3. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Subject to the
provisions of Section 4.3(a) hereof, all determinations required to be made
under this Section 4.3, including whether an Excise Tax is payable by the
Executive and the amount of such Excise Tax, shall be made by the nationally
recognized firm of certified public accountants (the "Accounting Firm") used by
the Corporation prior to the change in control (or, if such Accounting Firm
declines to serve, the Accounting Firm shall be a nationally recognized firm of
certified public accountants selected by the Executive). The Accounting Firm
shall be directed by the Corporation or the Executive to submit its preliminary
determination and detailed supporting calculations to both the Corporation and
the Executive within 15 calendar days after the receipt of notice from the
Executive or the Corporation (which notice shall include data sufficient to
perform the determination and supporting calculations) that there has been a
Payment which is or might be subject to an Excise Tax, or any other time or
times as may be requested by the Corporation or the Executive. If the Accounting
Firm determines that any Excise Tax is payable by the Executive, the Corporation
shall make the Gross-Up Payment. If the Accounting Firm determines that no
Excise Tax is payable by the Executive, it shall, at the same time as it makes
such determination, furnish the Executive with an opinion from the Accounting
Firm or from reputable legal counsel which is familiar with the Excise Tax
provisions of the Code (which may but need not be regular or special counsel to
the Corporation) that the Executive has substantial authority not to report any
Excise Tax on his federal, state, local income or other tax return. Any
determination by the Accounting Firm shall be binding upon the Corporation and
the Executive absent a contrary determination by the Internal Revenue Service or
a court of competent jurisdiction; <U>provided</U>, <U>however</U>, that no such
determination shall eliminate or reduce the Corporation's obligation to provide
any Gross-Up Payment that shall be due as a result of such contrary
determination. As a result of the uncertainty in the application of Section 4999
of the Code (or any successor provision thereto) and the possibility of similar
uncertainty regarding state or local tax law at the time of any determination by
the Accounting Firm hereunder, it is possible that the amount of the Gross-Up
Payment determined by the Accounting Firm to be due to (or on behalf of) the
Executive was lower than the amount actually due (the "Underpayment"). In the
event that the Corporation exhausts its remedies pursuant to Section 4.3(d)
below, and the Executive thereafter is required to make a payment or an
additional payment of any Excise Tax, the Accounting Firm shall determine the
amount of the Underpayment that has occurred as promptly as possible and notify
the Corporation and the Executive of such calculations, and of the amount any
such Underpayment and the resulting additional Gross-Up Payment to the Executive
within 15 calendar days after the Accounting Firm received notice of the
Underpayment from the Corporation or the Executive. Any Gross-Up Payments due
under this Section 4.3 shall be promptly paid by the Corporation, at its
expense, to or for the benefit of the Executive (including any withholding
payment made directly by the Corporation to the Internal Revenue Service or the
U.S. Treasury with respect to the Executive's Excise Tax liability) within five
(5) business days after receipt of the determination and calculations from the
Accounting Firm. All fees and expenses of the Accounting Firm shall be paid by
the Corporation in connection with the calculations required by this Section
4.3.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The federal,
state and local income or other tax returns filed by the Executive (or any
filing made by a consolidated tax group which includes the Corporation) shall be
prepared and filed on a consistent basis with the determination of the
Accounting Firm with respect to the Excise Tax payable by the Executive. The
Executive shall make proper payment of the amount of any Excise Tax, and at the
request of the Corporation, provide to the Corporation true and correct copies
(with any amendments) of the Executive's federal income tax return as filed with
the Internal Revenue Service and corresponding state and local tax returns, if
relevant, as filed with the applicable taxing authority, and such other
documents reasonably requested by the Corporation, evidencing such
payment.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Executive
shall notify the Corporation in writing of any claim by the Internal Revenue
Service that, if successful, would require the payment by the Corporation of any
Gross-Up Payment. Such notification shall be given as soon as practicable but no
later than ten (10) business days after the Executive is informed in writing of
such claim and shall apprise the Corporation of the nature of such claim and the
date on which such claim is requested to be paid. The Executive shall not pay
such claim prior to the expiration of the thirty (30) day period following the
date on which he gives such notice to the Corporation (or such shorter period
ending on the date that any payment of taxes with respect to such claim is due).
If the Corporation notifies the Executive in writing prior to the expiration of
such period that it desires to contest such claim, the Executive shall (i)
provide to the Corporation any information which is in the Executive's
possession reasonably requested by the Corporation relating to such claim, (ii)
take such action in connection with contesting such claim as the Corporation
shall reasonably request in writing from time to time, including, without
limitation, accepting legal representation with respect to such claim by an
attorney reasonably selected by the Corporation, (iii) cooperate with the
Corporation in good faith in order to effectively contest such claim, and (iv)
permit the Corporation to participate in any proceedings relating to such claim;
<U>provided</U>, <U>however</U>, that the Corporation shall bear and pay directly all costs
and expenses (including additional interest and penalties) incurred in
connection with such contest and shall indemnify and hold the Executive
harmless, on an after-tax basis, from any Excise Tax or income tax (including
interest and penalties with respect thereto) imposed as a result of such
representation and payment of costs and expenses. Without limitation on the
foregoing provisions of this Section 4.3, the Corporation shall control all
proceedings taken in connection with such contest and, at its sole option, may
pursue or forego any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and may, at its
sole option, either direct the Executive to pay the tax claimed and sue for a
refund or contest the claim in any permissible manner, and the Executive agrees
to prosecute such contest to a determination before any administrative tribunal,
in a court of initial jurisdiction and in one or more appellate courts, as the
Corporation shall determine; <U>provided</U>, <U>further</U>, that if the
Corporation directs the Executive to pay such claim and sue for a refund, the
Corporation shall pay the amount of such payment to the Executive, and the
Executive shall use such amount received to pay such claim, and the Corporation
shall indemnify and hold the Executive harmless, on an after-tax basis, from any
Excise Tax or income tax (including interest or penalties with respect thereto)
imposed with respect to such payment or with respect to any imputed income with
respect to such payment (including the applicable Gross-Up Payment); provided,
further, that if the Executive is required to extend the statute of limitations
to enable the Corporation to contest such claim, the Executive may limit this
extension solely to such contested amount. The Corporation's control of the
contest shall be limited to issues with respect to which a Gross-Up Payment
would be payable hereunder and the Executive shall be entitled to settle or
contest, as the case may be, any other issue raised by the Internal Revenue
Service or any other taxing authority.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; If, after the
receipt by the Executive of an amount paid or advanced by the Corporation
pursuant to this Section 4.3, the Executive becomes entitled to receive any
refund with respect to a Gross-Up Payment, the Executive shall (subject to the
Corporation's complying with the requirements of Section 4.3(d)) promptly pay to
the Corporation the amount of such refund received (together with any interest
paid or credited thereon after taxes applicable thereto) (or, to the extent such
payment would be deemed prohibited by applicable law, shall be treated as a
prepayment by the Corporation of any amounts owed to the Executive). If, after
the receipt by the Executive of an amount advanced by the Corporation pursuant
to Section 4.3(d), a determination is made that the Executive shall not be
entitled to any refund with respect to such claim and the Corporation does not
notify the Executive in writing of its intent to contest such denial of refund
prior to the expiration of thirty (30) days after such determination, then such
advance shall be forgiven and shall not be required to be repaid and the amount
of such payment made to the Executive thereunder shall offset, to the extent
thereof, the amount of the Gross-Up Payment required to be paid.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS WHEREOF, the parties have executed this Amendment to Employment
Agreement as of the date first above written. </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT></TD>
<TD WIDTH=50%>
CEDAR SHOPPING CENTERS, INC.<BR>
<BR>
<BR>
By:<U>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
<BR>
<BR>
CEDAR SHOPPING CENTERS PARTNERSHIP, L.P.<BR>
By: Cedar Shopping Centers, Inc.<BR>
<BR>
<BR>
By:<U>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
<BR>
<BR>
<U>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;Brenda J. Walker
</TD>
</TR>
</TABLE>
<BR>

</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>cedar-ex105_102005.htm
<DESCRIPTION>EX-10.5
<TEXT>
<HTML>
<HEAD>
<TITLE>Ex-10.5</TITLE>
</HEAD>
<BODY>

<P ALIGN=CENTER><FONT SIZE=3><B>AMENDMENT TO EMPLOYMENT AGREEMENT</B></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
This Amendment to Employment Agreement is hereby entered into as of October 19,
2005 by and among Cedar Shopping Centers, Inc., a Maryland corporation (the
"Corporation"), Cedar Shopping Centers Partnership, L.P., a Delaware limited
partnership (the "Partnership") and Stuart H. Widowski (the
"Executive").</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>W&#160;I&#160;T&#160;N&#160;E&#160;S&#160;S&#160;E&#160;T&#160;H:</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the Corporation, the Partnership and the Executive entered into that certain
Employment Agreement dated as of November 1, 2003, as presently in effect (the
&#147;Employment Agreement&#148;); and </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the Board of Directors of the Corporation (on the Corporation&#146;s own behalf,
and as the sole general partner of the Partnership) approved the modification to
certain provisions of the Employment Agreement; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW
THEREFORE, intending to be legally bound the parties hereto agree as follows: </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 4.1 of the Employment Agreement is
hereby amended to read in its entirety as follows:</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;4.1 If the Executive&#146;s employment with
the Corporation or the Partnership shall be terminated (a) by the Corporation or
Partnership other than for Cause or pursuant to Sections 3.6 or 3.7 or (b) by
the Executive for Good Reason, then the Corporation and Partnership shall:
</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (i) pay to the Executive as severance pay, within
five days after termination, a lump sum payment equal to 250% of the sum of the
Executive's annual salary at the rate applicable on the date of termination and
the average of the Executive's annual bonus for the preceding two full fiscal
years;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (ii) arrange to provide Executive, for a 12 month
period (or such shorter period as Executive may elect), with disability,
accident and health insurance substantially similar to those insurance benefits
which Executive is receiving immediately prior to the earlier of a Change in
Control, if any, or the date of termination to the extent obtainable upon
reasonable terms; provided, however, if it is not so obtainable the Corporation
shall pay to the Executive in cash the annual amount paid by the Corporation or
the Partnership for such benefits during the previous year of the Executive's
employment. Benefits otherwise receivable by Executive pursuant to this Section
4.1(ii) shall be reduced to the extent comparable benefits are actually received
by the Executive during such 12 month period following his termination (or such
shorter period elected by the Executive), and any such benefits actually
received by Executive shall be reported by the Executive to the Corporation;
and</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (iii) any options granted to Executive to acquire
common stock of the Corporation, any restricted shares of common stock of the
Corporation issued to the Executive and any other awards granted to the
Executive under any employee benefit plan that have not vested shall immediately
vest on said termination."</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; A new Section 4.3 is hereby added to the
Employment Agreement to read as follows:</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&quot;4.3
(a) Notwithstanding anything to the contrary in this Agreement, if it shall be
determined (as hereafter provided) that any payment, benefit or distribution (or
combination thereof) by the Corporation, any of its affiliates (including the
Partnership), one or more trusts established by the Corporation for the benefit
of its employees, or any other person or entity, to or for the benefit of the
Executive, whether paid or payable or distributed or distributable pursuant to
the terms of this Agreement or otherwise pursuant to or by reason of any other
agreement, policy, plan, program or arrangement, including without limitation
any stock option, restricted stock award, stock appreciation right or similar
right, or the lapse or termination of any restriction on or the vesting or
exercisability of any of the foregoing (a &#147;Payment&#148;), would be subject
to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986,
as amended (the &#147;Code&#148;) (or any successor provision thereto) by reason
of being &#147;contingent on a change in ownership or control&#148; of the
Corporation or an affiliate, within the meaning of Section 280G of the Code (or
any successor provision thereto) or to any similar tax imposed by state or local
law, or any interest or penalties with respect to such excise tax (such tax or
taxes, together with any such interest and penalties, are hereafter collectively
referred to as the &#147;Excise Tax&#148;), then the Corporation shall make an
additional payment (the &#147;Gross-Up Payment&#148;) to the Executive such
that, after payment of all Excise Taxes and any other taxes payable in respect
of such Gross-Up Payment, the Executive shall retain the same amount as if no
Excise Tax had been imposed. In addition, the Corporation shall reimburse the
Executive for any and all costs and expenses (including attorneys&#146; fees)
incurred by the Executive with respect to (i) the determination of the Excise
Tax, any other taxes payable in respect of the Gross-Up Payment or the Gross-Up
Payment, (ii) any disputes regarding the determination of the Excise Tax, any
other taxes payable in respect of the Gross-Up Payment or the Gross-Up Payment,
or (iii) the applicability of this Section 4.3. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Subject to the
provisions of Section 4.3(a) hereof, all determinations required to be made
under this Section 4.3, including whether an Excise Tax is payable by the
Executive and the amount of such Excise Tax, shall be made by the nationally
recognized firm of certified public accountants (the "Accounting Firm") used by
the Corporation prior to the change in control (or, if such Accounting Firm
declines to serve, the Accounting Firm shall be a nationally recognized firm of
certified public accountants selected by the Executive). The Accounting Firm
shall be directed by the Corporation or the Executive to submit its preliminary
determination and detailed supporting calculations to both the Corporation and
the Executive within 15 calendar days after the receipt of notice from the
Executive or the Corporation (which notice shall include data sufficient to
perform the determination and supporting calculations) that there has been a
Payment which is or might be subject to an Excise Tax, or any other time or
times as may be requested by the Corporation or the Executive. If the Accounting
Firm determines that any Excise Tax is payable by the Executive, the Corporation
shall make the Gross-Up Payment. If the Accounting Firm determines that no
Excise Tax is payable by the Executive, it shall, at the same time as it makes
such determination, furnish the Executive with an opinion from the Accounting
Firm or from reputable legal counsel which is familiar with the Excise Tax
provisions of the Code (which may but need not be regular or special counsel to
the Corporation) that the Executive has substantial authority not to report any
Excise Tax on his federal, state, local income or other tax return. Any
determination by the Accounting Firm shall be binding upon the Corporation and
the Executive absent a contrary determination by the Internal Revenue Service or
a court of competent jurisdiction; <U>provided</U>, <U>however</U>, that no such determination
shall eliminate or reduce the Corporation's obligation to provide any Gross-Up
Payment that shall be due as a result of such contrary determination. As a
result of the uncertainty in the application of Section 4999 of the Code (or any
successor provision thereto) and the possibility of similar uncertainty
regarding state or local tax law at the time of any determination by the
Accounting Firm hereunder, it is possible that the amount of the Gross-Up
Payment determined by the Accounting Firm to be due to (or on behalf of) the
Executive was lower than the amount actually due (the "Underpayment"). In the
event that the Corporation exhausts its remedies pursuant to Section 4.3(d)
below, and the Executive thereafter is required to make a payment or an
additional payment of any Excise Tax, the Accounting Firm shall determine the
amount of the Underpayment that has occurred as promptly as possible and notify
the Corporation and the Executive of such calculations, and of the amount any
such Underpayment and the resulting additional Gross-Up Payment to the Executive
within 15 calendar days after the Accounting Firm received notice of the
Underpayment from the Corporation or the Executive. Any Gross-Up Payments due
under this Section 4.3 shall be promptly paid by the Corporation, at its
expense, to or for the benefit of the Executive (including any withholding
payment made directly by the Corporation to the Internal Revenue Service or the
U.S. Treasury with respect to the Executive's Excise Tax liability) within five
(5) business days after receipt of the determination and calculations from the
Accounting Firm. All fees and expenses of the Accounting Firm shall be paid by
the Corporation in connection with the calculations required by this Section
4.3.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The federal,
state and local income or other tax returns filed by the Executive (or any
filing made by a consolidated tax group which includes the Corporation) shall be
prepared and filed on a consistent basis with the determination of the
Accounting Firm with respect to the Excise Tax payable by the Executive. The
Executive shall make proper payment of the amount of any Excise Tax, and at the
request of the Corporation, provide to the Corporation true and correct copies
(with any amendments) of the Executive's federal income tax return as filed with
the Internal Revenue Service and corresponding state and local tax returns, if
relevant, as filed with the applicable taxing authority, and such other
documents reasonably requested by the Corporation, evidencing such
payment.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Executive
shall notify the Corporation in writing of any claim by the Internal Revenue
Service that, if successful, would require the payment by the Corporation of any
Gross-Up Payment. Such notification shall be given as soon as practicable but no
later than ten (10) business days after the Executive is informed in writing of
such claim and shall apprise the Corporation of the nature of such claim and the
date on which such claim is requested to be paid. The Executive shall not pay
such claim prior to the expiration of the thirty (30) day period following the
date on which he gives such notice to the Corporation (or such shorter period
ending on the date that any payment of taxes with respect to such claim is due).
If the Corporation notifies the Executive in writing prior to the expiration of
such period that it desires to contest such claim, the Executive shall (i)
provide to the Corporation any information which is in the Executive's
possession reasonably requested by the Corporation relating to such claim, (ii)
take such action in connection with contesting such claim as the Corporation
shall reasonably request in writing from time to time, including, without
limitation, accepting legal representation with respect to such claim by an
attorney reasonably selected by the Corporation, (iii) cooperate with the
Corporation in good faith in order to effectively contest such claim, and (iv)
permit the Corporation to participate in any proceedings relating to such claim;
<U>provided</U>, <U>however</U>, that the Corporation shall bear and pay
directly all costs and expenses (including additional interest and penalties)
incurred in connection with such contest and shall indemnify and hold the
Executive harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest and penalties with respect thereto) imposed as a result of
such representation and payment of costs and expenses. Without limitation on the
foregoing provisions of this Section 4.3, the Corporation shall control all
proceedings taken in connection with such contest and, at its sole option, may
pursue or forego any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and may, at its
sole option, either direct the Executive to pay the tax claimed and sue for a
refund or contest the claim in any permissible manner, and the Executive agrees
to prosecute such contest to a determination before any administrative tribunal,
in a court of initial jurisdiction and in one or more appellate courts, as the
Corporation shall determine; <U>provided</U>, <U>further</U>, that if the
Corporation directs the Executive to pay such claim and sue for a refund, the
Corporation shall pay the amount of such payment to the Executive, and the
Executive shall use such amount received to pay such claim, and the Corporation
shall indemnify and hold the Executive harmless, on an after-tax basis, from any
Excise Tax or income tax (including interest or penalties with respect thereto)
imposed with respect to such payment or with respect to any imputed income with
respect to such payment (including the applicable Gross-Up Payment); provided,
further, that if the Executive is required to extend the statute of limitations
to enable the Corporation to contest such claim, the Executive may limit this
extension solely to such contested amount. The Corporation's control of the
contest shall be limited to issues with respect to which a Gross-Up Payment
would be payable hereunder and the Executive shall be entitled to settle or
contest, as the case may be, any other issue raised by the Internal Revenue
Service or any other taxing authority.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; If, after the
receipt by the Executive of an amount paid or advanced by the Corporation
pursuant to this Section 4.3, the Executive becomes entitled to receive any
refund with respect to a Gross-Up Payment, the Executive shall (subject to the
Corporation's complying with the requirements of Section 4.3(d)) promptly pay to
the Corporation the amount of such refund received (together with any interest
paid or credited thereon after taxes applicable thereto) (or, to the extent such
payment would be deemed prohibited by applicable law, shall be treated as a
prepayment by the Corporation of any amounts owed to the Executive). If, after
the receipt by the Executive of an amount advanced by the Corporation pursuant
to Section 4.3(d), a determination is made that the Executive shall not be
entitled to any refund with respect to such claim and the Corporation does not
notify the Executive in writing of its intent to contest such denial of refund
prior to the expiration of thirty (30) days after such determination, then such
advance shall be forgiven and shall not be required to be repaid and the amount
of such payment made to the Executive thereunder shall offset, to the extent
thereof, the amount of the Gross-Up Payment required to be paid.</FONT></P>



<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS WHEREOF, the parties have executed this Amendment to Employment
Agreement as of the date first above written. </FONT></P>

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<TD WIDTH=50%>

CEDAR SHOPPING CENTERS, INC.<BR>
<BR>
<BR>
By: <U>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
<BR>
<BR>
CEDAR SHOPPING CENTERS PARTNERSHIP, L.P.<BR>
By: Cedar Shopping Centers, Inc.<BR>
<BR>
<BR>
By: <U>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
<BR>
<BR>
<U>/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;Stuart H. Widowski
</TD>
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