AMENDMENT NO. 2
                                     TO THE
                          CEDAR SHOPPING CENTERS, INC.
                            SENIOR EXECUTIVE DEFERRED
                                COMPENSATION PLAN

         WHEREAS, Cedar Shopping Centers, Inc. (the "Company'") has adopted the
Cedar Shopping Centers, Inc. Senior Executive Deferred Compensation Plan (the
"Plan"); and

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

         WHEREAS, the Board of Directors of the Company now desires to amend the
Plan in certain respects;

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

1.       Section 2.19 of the Plan is hereby amended to read in its entirety as
         follows:

                  "Shares/Stock. "Shares" or "Stock" means shares of the common
                  stock of the Company, including, as applicable, any restricted
                  shares of common stock of the Company awarded to a Participant
                  pursuant to the Cedar Shopping Centers, Inc. 2004 Stock
                  Incentive Plan (the "Stock Incentive Plan") which the Board of
                  Directors (or compensation committee of the Board of
                  Directors) has designated as being covered under and subject
                  to the terms of the Plan."

2.       The first sentence of Section 4.3(a) of the Plan is hereby amended to
         read in its entirety as follows:

                  "Except for the portion of a Participant's Account
                  attributable to any Dividends (including earnings thereon)
                  that are subject to a risk of forfeiture as provided in
                  Section 4.2. and except as hereinafter provided in Section
                  4.3(b) or Section 4.3(c), a Participant shall be 100% vested
                  in his Plan Benefit at all-times."

3.       Section 4.3 of the Plan is hereby amended by adding the following the
         clause (c):


                  "(c) Notwithstanding the foregoing. the portion of a
                  Participant's Account (if any) attributable to restricted
                  Shares awarded to a Participant pursuant to the Stock
                  Incentive Plan, shall, for vesting, risk of forfeiture and
                  transferability purposes, be solely subject to, and determined
                  under, the vesting, risk of forfeiture and transferability
                  provisions and restrictions as set forth in the Stock
                  Incentive Plan and the award agreement evidencing the grant of
                  such restricted Shares. In no event shall a distribution,
                  including a premature distribution elected by a Participant
                  pursuant to Section 7.2, of a Participant's Account hereunder
                  cause an unvested restricted Share to vest, which would
                  otherwise not have become vested as per the terms of the Stock
                  Incentive Plan and the award agreement evidencing the grant of
                  such restricted Share."

4.       Section 5.2 of the Plan is hereby amended by adding the following
         sentence to the end thereof:

                  "Notwithstanding the foregoing, the portion of a Participant's
                  Account (if any) attributable to restricted Shares awarded
                  pursuant to the Stock Incentive Plan, shall be subject to the
                  vesting, risk of forfeiture, and transferability provisions
                  and restrictions as set forth in the Stock Incentive Plan and
                  the award agreement evidencing the grant of such restricted
                  Shares."

5.       The first sentence of Section 7.3 of the Plan is hereby amended to read
         in its entirety as follows:

                  "Not less than twelve (12) nor more than fifteen (l5) months
                  prior to a Distribution Date. a Participant who is then
                  employed by the Company may elect, in writing on a form
                  prescribed by the Administrator, to defer receipt of all or
                  any part of the Plan Benefit that is otherwise payable on such
                  Distribution Date to the fifth anniversary of the Distribution
                  Date, and in any such case the date to which distribution is
                  so deferred shall be the new Distribution Date for the
                  Account."

6.       Section 7.4 of the Plan is hereby amended to read in its entirety as
         follows:

                  "Notwithstanding any provision to the contrary, in the event
                  of a Participant's termination of employment with the Company
                  (other than due to death) prior to age 60, the vested portion
                  of the Participant's Plan Benefit shall be paid in a lump sum
                  as soon as practicable following the date of such termination
                  of employment (or, with respect to the initial Employer
                  Provided Benefit for the Participants listed on Schedule A
                  hereto, January 1, 2007, if later)."

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7.       This Amendment shall be effective as of August 9, 2004.

8.       Except to the extent hereinabove set forth, the Plan shall remain in
         full force and effect.

         IN WITNESS WHEREOF, the Board of Directors of the Company has caused
this Amendment to be executed by a duly authorized officer of the Company this
5th day of January, 2004.


                                          CEDAR SHOPPING CENTERS, INC.


                                          By:    /s/  L.S. Ullman
                                                 ------------------------
                                          Name:  Leo S. Ullman
                                          Title: President


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