Good morning and welcome to the Cedar Shopping Centers first quarter 2008 earnings conference call. At this time, all participants have been placed in a listen-only mode and the floor will be opened for your questions following the presentation. It's now my pleasure to turn the floor over to your host, Bartley Parker, please go ahead.

Thank you, Noella. Good morning, everyone. At this time, management would like me to inform you that certain statements made during the conference call, which are not historical facts, may be deemed as forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1933 and Section 21E of the Securities Exchange Act of 1934 as amended the Private Securities Litigation Reform Act of 1995. Although the company believes that expectations reflected in any forward-looking statements are based on reasonable assumptions that are subject to various risks and uncertainties, the company can provide no assurance that expectations will be achieved and actual results may vary. Many of the factors and risks that could cause actual results to differ materially from expectations are detailed in yesterday's press release and from time to time in the company's filings with the SEC. The company undertakes no obligation to advise or update any forward-looking statements reflected in or circumstances after the date of the company's release. Now it is my pleasure to turn the call over to Mr. Leo Ullman, Chairman, CEO and President. Leo?

Thank you very much, Bartley, and for a fine disclaimer as always. Good morning and thank you very much for joining us on the first quarter 2008 earnings call. With me today on the call are Larry Kreider, our CFO, and Brenda Walker, our Vice President of Operations. Also available to us by telephone are Tom Richey, our Vice President of Development and Construction, Nancy Mozzachio, our Vice President of Leasing, Michael Winters, our Vice President of Acquisitions, and a number of other members of our management team. We have had another solid quarter, continuing our strong operating results and building on the historic growth in our portfolio and our operations. Larry will discuss a number of the specifics of our financials later in the call. In the meantime, I would like to focus on our company's commitment to risk-averse operations, development, and finances. With respect to our operations, our portfolio evidences perhaps the lowest risk profile of any company in our peer group. We have long stressed our commitment to supermarket and drug store anchors as hallmarks of our portfolio. We have also stressed our commitment to growth in ‘high barrier to entry' communities with stable growth patterns and stable road patterns in the Northeast and Coastal Mid-Atlantic areas of the U.S. Supermarkets and drug stores represent more than 75% of the anchors in our 120 property portfolio. The average remaining term of our supermarket leases is 12.5 years; the average length of our drug store leases is 10.5 years. We believe that many of our supermarkets have recently experienced some the strongest quarters in their operating history. Because, in uncertain times such as current times, people tend to shop more at their local community supermarkets and drug stores rather than making the longer trips with expensive gas to…

Thank you, Leo. For full details of our financial results for the quarter ended March 31, 2008, I refer you to our press release issued last night as well as our supplemental financial information published on our website and also available at www.sec.gov. Our results in the first quarter show the consistency of our operations and the progress we are making pursuant to our business plan, especially in the present uncertain financial and economic environment. Our FFO of $0.30 per diluted share for the first quarter of 2008, which compares to $0.34 per diluted share for the fourth quarter of 2007, reflects the following items contemplated in our annual guidance estimate of $1.22 to $1.26 per share. First item, the absence of the first – fourth quarter 2007 lease termination income of $1.1 million, or $0.02 a share; seasonally, lower percentage rent or $0.01 per share; the effect of marking to market the company's restricted stock liability or $0.02 per share, the net charge resulting from the December 7 contribution of properties to the Homburg joint venture, or $0.01 per share; and lastly, the net benefit resulting from the fourth quarter acquisitions of six properties or $0.01 per share. The company's results in the first quarter of 2008 also benefited from the effect of lower average interest rates on the company's variable rate debt net of amounts capitalized to our development activities, or approximately $0.01 per share. Our operating metrics remained strong and on target as measured by occupancy, leasing renewals, bad debt expense, and expense recoveries. To be specific, we had 96% stabilized portfolio occupancy, and 92% total portfolio occupancy at both March 31, 2008 and December 31, 2007. In the first quarter, we renewed 42 leases, or 188,000 square feet with an average increase in base rents of…

Thank you Larry. Let me again stress that we are a low risk profile company. Our portfolio is committed to long leases with strong supermarket anchors. Our developments are premised on executive leases and caped construction cost for our anchors. Our tenants evidence little exposure to fashion, luxury, big boxes, home improvements, and the like. Our capital structures feature fixed rate loans at attractive rates with virtually no exposure to maturities during the next couple of years. We have been careful to maintain availability under our borrowing facilities and to husband our resources while effectively recycling capital through joint venture arrangements, thus permitting us to have the necessary capital in place to fund our development pipeline. We continue to be very proud of a strong management team with an excellent history of growth in management of our portfolio, and we look forward to continued communications with our shareholders. Operator, we would now be pleased to accept questions.

(Operator instructions) We will take our first question from Paul Adornato with BMO Capital Markets. Paul Adornato – BMO Capital Markets: Hi, good morning.

Good morning, Paul. Paul Adornato – BMO Capital Markets: Leo, I think a couple of weeks ago you mentioned that you were considering hiring outside advisors to help value the development pipeline. I was wondering if you could comment on that.

Yes, although not too specifically, Paul. Our board, which we believe to be a very fine Board and extremely responsible, has indeed had talks with investment advisors over a period of time and among other things has received some advice with respect to the value of the company's assets in the context of some of the discussions, of course, arising out of the acquisition of stock by Inland and letter from ROCA brokers sometime ago. I can't report anything further that at this moment. Paul Adornato – BMO Capital Markets: Okay, thanks. And perhaps in a similar vein I believe your agreement with Inland prohibited any communication until they acquired 14%, which I believe they are at that level now, and so I was wondering if you could talk about the status of your communications or relationship with Inland.

Paul Adornato – BMO Capital Markets: Got it.

We indeed did not have substantive discussion during that period. There has been one telephone call, in fact, subsequent to their acquiring their approximate 14% interest. I suppose, Paul, you would like to know who said what to whom about matters at that time, and I can only report that I congratulated Tom McCauley on his impending election to the Feltman [ph] board and also on their investment in Ramco-Gershenson, and other that we had no substantive discussions. Paul Adornato – BMO Capital Markets: Okay. Thank you.

We will take our next question from Christine McElroy from Banc of America. Christine McElroy – Banc of America: Hi, good morning.

Good morning, Christy. Christine McElroy – Banc of America: Larry, just for clarification on your guidance, is there currently no assumption in the $1.22 to $1.26 range for the Homburg contribution and I think you mentioned September 30th. What does the $0.05 solution assume in terms of the earliest the assets could be contributed?

Well, as I said, the $0.05 is an annual amount and we have no prediction at this point as to the timing of completion and contribution of properties to that joint venture. The guidance that we have indeed has no charge baked in for the new Homburg joint venture, but it does fully contemplate the one that we entered into and contributed properties to in December of 2007. Christine McElroy – Banc of America: Okay. And then what cap rate does that assume the assets are to be contributed – in new joint venture?

The new properties are at a 7.91 cap rate unlevered and on a cash basis. Christine McElroy – Banc of America: Okay, and then Leo, you talked a little bit about your small shop tenants. Are you starting to see any signs of distress there such that store closings or bankruptcies could potentially become an issue, or have small shop retailers been more reluctant than anchors may be to financing new development projects?

First of all, with respect to our existing portfolio, appreciate that 60% approximately of our total revenues and more than that of our GLA are anchor tenants, and of course mostly supermarkets, drug stores. So that represents 40% of smaller tenants, and of that we estimate that perhaps 15% are what we would call a mom and pops as opposed to regionals or nationals with smaller store formats. We have experienced no further distress than we would historically have contemplated. We think the smaller tenants tend to hold on to their stores more aggressively because it's their entire livelihood, they are not in a position to close 150 stores at a time. And as you can see from our bad debt experience, it's in fact improved during the last couple of quarters. So, we are experiencing little perceived distress. In terms of new leases, what we have seen, Christy, is two factors that are interesting in the negotiations. One is that tenants are asking us as landlords for greater contributions to tenant improvements than might have been historically been the case so that the tenant is absorbing less of the upfront tenant improvements cost beyond the vanilla box that we would normally deliver, and that we tend to get back, of course, in additional rent, plus hopefully an interest factor. And the other thing that we are seeing, which is a little more difficult in that it's harder to deal with, is that tenants look for a take out [ph] clause based on projected sales after three or four years rather than having to stay the full term if they don't reach minimal results. Those are the two push back factors that we have seen in our type of tenancies as most important. And again, for our type of smaller stores, say it's a pizza parlor, if there is a failure of a pizza parlor, there are often three or four others waiting to come in, and we tend to appeal to a small group that would have three or four or five others in our area and who might be comfortable with our supermarket anchors. So we have again seen very little so far. Christine McElroy – Banc of America: Helpful. Thank you. And then just lastly, with your regard to your LIBOR assumptions, are you still capitalizing the interest cost on all but about 100 million of your valuable rate debt?

It varies. It's actually been more capitalized at this point. Christine McElroy – Banc of America: Okay. Thank you.

We'll take our next question from Ambika Goel with Citi. Ambika Goel – Citigroup: Hi, this is Ambika with Michael. Can you talk about the re-leasing of the space that you got back in the fourth quarter?

Yes, the lease that we negotiated the termination of in fact was a large – fairly large supermarket in a property called Townfair in Western Pennsylvania – Indiana, Pennsylvania. We do contemplate being able to lease that to another supermarket on more favorable terms, but that has not yet been fully executed or concluded at this time. Ambika Goel – Citigroup: And what's the estimated timing on that re-leasing, and who is the grosser that – which grosser left that asset?

The grosser that left was a SUPERVALU concept and it's called Shop N Save. It was part of the SUPERVALU group. The tenant that we would expect to bring in has not been publicly identified at this point, but we expect a strong grosser on very attractive financial terms. That's about it. Ambika Goel – Citigroup: And then on the hiring an external advisor, can you talk about just about the valuation that you believe Cedar should trade at or a deal that would make something attractive?

Well, all that I can say Ambika, is that it's quite a bit higher than Citcorp's [ph], but I don't know exactly – the investment advisors, plural, have talked to the Board about ranges and those ranges we think are attractive and quite a bit higher, as I said, than where the shares are trading at this moment. Ambika Goel – Citigroup: And how would you put that in contrast with the Equity One potential offer at $17 a share?

Well that was a couple of years ago. And market conditions were different, and our company was different, even Equity One was different. I don't know that that's really relevant to the valuation at this point, and the valuation that we have basically looked at would be the same as most of the analysts whether on the buy or sell side, which is to take our NOI and apply a fair cap rate to that, based on experience in our markets and also taking our development properties and putting some fair assumptions on those and discounting those based on some assumptions as to date of delivery and a discount rate that may be appropriate, and coming up with a number. And it's not more magic than that, but it's a lot of work to drill down into each property and find out what they are worth. And based on that exercise I think the Board and the company has in mind a certain range and that's what we have in mind. Ambika Goel – Citigroup: Are there plans to start an official sale process at this point?

No, ma'am. Ambika Goel – Citigroup: Okay, great. Thank you.

We'll take our next question from Charlie Place with Ferris, Baker Watts. Charlie Place – Ferris, Baker Watts: Good morning. Just had one real quick one, Larry. I missed it when you went through it. What was the fixed charge coverage ratio for the first quarter?

2.2. Charlie Place – Ferris, Baker Watts: Okay. Leo, when I – you look at what your commentary regarding the development pipeline and you talk about kind of a 100 million run rate for delivery, in the way that you describe that was kind of starting – am I wrong in saying that you were thinking of starting to deliver in the Mid-‘09?

I didn't say mid, I did say ‘09 and 2010. Charlie Place – Ferris, Baker Watts: Would you think you will hit 100 million in ‘09?

We hope to, but by the end of the year. Charlie Place – Ferris, Baker Watts: Okay, so it would be back-end weighted. And that leads to my other question, is that when we were talking, maybe six months ago, we were looking at a pretty substantial delivery in the first half of '09. Is it kind of getting your financing ducks [ph] in a row or is there anything else or anything in particular that would cause whether that seem the development pipeline kind of shift it seems by six months I guess from where we were six months ago in talking about this?

No, I wouldn't say that, but what we have said is that we expect deliveries in 2009 and we are getting away from trying to pin point the dates within 2009 because we don't want to set up a moving target for you, it wouldn't help you and it wouldn't help us. So at this point we are saying it's 2009. The only thing of any significance that's impacted us would be a couple of things that are out of our control such as highway occupancy permits in Pennsylvania where there has been a change of guard in the highway department and we've experienced some slowdowns in HOPs for a couple of properties, but other than that we are proceeding apace. Charlie Place – Ferris, Baker Watts: So the – and how does the highway permitting factor into your timing? Is that just from a traffic count stand point you need to get approval from them?

No, you need to get access approval and approval in terms of entrances into and exits from properties and installation of signalized entrances where appropriate... Charlie Place – Ferris, Baker Watts: Okay.

It's those kinds of factors and those have to be tied into a plan for an entire community or even county where appropriate and tie into other roads that need not necessarily touch on or even be near or own property. So it's again a process that is more regional than just property specific and again it's a factor that's not entirely within our control. Charlie Place – Ferris, Baker Watts: Well setting that as though from your planning stand point, when you get all those permits in place and you put the first shovel in the ground, I believe that you've done enough development where you pretty much know the time frame of what it takes to build the different types of shopping centers you have. Would you – once you get to that stage, are you saying you are not really – you are still not comfortable in giving a delivery time frame?

No, I think we have very clearly received the message from you and a number of the analysts on both buy and sell side that they would like some greater specificity in terms of our deliveries, and we intend indeed to do that as we get closer to the end. We do expect to do that and we fully understand the need to provide that, but again we don't want to put out moving targets that won't help you will help us. Charlie Place – Ferris, Baker Watts: At this stage. Okay and that's fair. I'll – well, we will leave it at that. Last question, I just want to kind of circle back to your commentary about property acquisitions. I am not too sure when you say that you are pulling back or you are expecting only a modest amount in 2008, not to imagine that is also your view for 2009, at least as you sit here right now. Can you put more of a clarity of kind of a range of what you think is reasonable expectation on that part of your business?

Well, you know in past years we have reached $400 million and $500 million a year, in order to get to the size that we have gotten to. In our initial estimates for preparing our guidance for this year, we had an estimate of $200 million in stabilized properties, or essentially stabilized properties. We don't expect to reach that number, quite frankly, at this point, and we don't see enough projects on the horizon to reach that number. So I think it would be more appropriate at this point to contemplate perhaps $100 million as a number. Charlie Place – Ferris, Baker Watts: That will be great. And then just –I'm sorry truly my – truly my last question is, can you give a sense of kind of the cap rate environment that you are seeing out there, not only in your, let's say, central Pennsylvania versus the New England type market areas, and where you are seeing any kind – if there is any more activity in one area versus another, if you could comment on that as well. Thank you.

Okay. There is a lot of folklore about cap rate movement, and for us it's very property specific. In the New England area for supermarket-anchored properties, we have seen absolutely no slippage. Of course there are not as many transactions as there used to be, but there are portfolios out there that have closed, and some that are pending now, and some on which we have bid, and some on which we didn't. And we are seeing for relatively flat good supermarket-anchored properties in these high barrier to entry constrained markets in New England at low-to-mid six is still where we cannot be a player. Here and there, we might see one in a greater distance from Boston or Greenwich area in Stamford or outside New York at a little bit above seven, but that would typically have a bit of hair on it. And we see the same for a close into Philly [ph] on the mainline area and the good areas, Bucks County, et cetera. The same for close into Baltimore and the same for close into Washington. As you get further west, there is some slippage in Western Pennsylvania. I truly believe that there has been slippage to the tune of a half or three quarters of a point. I think that 10.31 type transactions for largely single tenant occupied properties – there has been severe slippage because of the credit constraints and the inability to finance those properties up to 95% or 100%. In Michigan and Ohio, I think there has been severe slippage because – largely because the tenants aren't going there. The tenants are going to the Northeast when they can and I think in Ohio and Michigan we have contemplated very good deals for the two properties we have in Michigan and I think we structured a very good deal for our Ohio properties, in selling them at a 7.9 cap, where they are relatively small properties and little or no credit. So, those properties are probably trading at better than an eight for the most part. But again, I see in our prime areas in the East very, very little slippage. Charlie Place – Ferris, Baker Watts: Okay. Thank you, Leo.

We'll take our next question from Philip Martin with Cantor Fitzgerald. Philip Martin – Cantor Fitzgerald: Good morning gentlemen.

Good morning, Philip.

Good morning. Philip Martin – Cantor Fitzgerald: A couple of questions. First of all, Leo, when you and your Board look at future growth and the Cedar business model and portfolio, let's go out to 2010 when it sounds like you'll have a $100 million of new developments, you'll probably have some acquisition program going, and you'll have your core portfolio. What does the Cedar business model, what – in – based on your discussions internally, what do you believe the sustainable FFO growth rate of the Cedar business model will be – FFO per share annually?

Philip, without intending to give any guidance on these matters and assuming that we retain our pipeline at $400 million as a rolling constant and delivering $100 million as a rolling constant, and having regard to our ability to build at a 9% when we control to the property – the property and to an 8.5% to 10.5% when we joint venture this properties, we think that we can add, let's say, better than $0.20 to our FFO annually. We should be able to do that and perhaps even better, but that's the kind of thing that we would be looking at internally as a moving target. Philip Martin – Cantor Fitzgerald: Okay. So, that's – I mean that's a relatively high FFO per share–

It is. It is, but we are building pretty attractive and relatively profitable properties with very substantial additions to value and very substantial return on our actual invested funds. Philip Martin – Cantor Fitzgerald: The ramp as you see it here from kind of let's call it a flattish FFO – to slightly positive to upper single digits, low-double digits FFO growth per share is in your mind – that's kind of the ramp that you see Cedar on?

That's what we are trying to achieve– Philip Martin – Cantor Fitzgerald: Okay.

And that's what we think we can at this moment. Philip Martin – Cantor Fitzgerald: Okay. Okay. From the – you mentioned the grocery stores doing very well. It seems to make some sense in this environment. From a percentage rent stand point, do you – and I'm sure – this is – I am sure it's not in your guidance this year, but would you expect to see any bump up in percentage rents this year from the grocery stores doing a bit better? And a second part to this question, if you can characterize from a sales per foot standpoint your grocery stores, what kind of sales per foot increases are they seeing out there? So, kind of a two-parter.

Okay. The first part is there is an assumption in your question that the grocers may pay percentage rent, and I think that's basically wrong. The percentage rent provisions, I think, uniformly across the board for our grocers are not a part of their leases. Philip Martin – Cantor Fitzgerald: Okay.

The only percentage rents in our portfolio of any significance are few CVS stores and Boscov's, for example. Philip Martin – Cantor Fitzgerald: Got you.

The large – we also have it from one Home Depot, I believe, and one Wal-Mart store, but in these days, it being essentially a tenant market you don't get percentage rent very often, and correspondingly, you don't even get sales figures, so the second part of your question is a little bit hard to answer. Also, except based on folklore and our discussions with tenants, I think it's fair to say that across our portfolio, I would guess, that supermarket sales are averaging in the $500 per foot range, which is very strong, and it's driven in part by where the grocers are and the age of their stores, and the size of their stores, et cetera. Very important for the grocers is the so called health ratio, the ratio of their sales to their rental costs, and for our grocers that's been the critical factor. In terms of their growth, we've seen, I think, growth of as much as 8% to 10 % during the last couple of quarters for some of our stronger operators. Philip Martin – Cantor Fitzgerald: Okay. Okay. Now shifting gears a little bit to the development pipeline, your – it sounds like your – are you seeing – it sounds like from your initial commentary that the tenants you have good relationships with are not really slowing down development plans because you are looking at more site selection, et cetera. Is that fair to say that there is not really a slow down in terms of development plans, movements [ph], et cetera?

No. It is fair to say if focused on supermarkets, especially the good operators that I mentioned and the drug stores. And for those two components, we are constantly being asked to find new sites, and that has not slowed again in this Northeast area. Philip Martin – Cantor Fitzgerald: So, are you having some success finding sites?

We are and that's the essence of the expected growth in our development pipeline. We are looking for a bunch of sites in Delaware for certain glocers, we are looking for a bunch of size in Virginia and in New Jersey for other grocers. We are doing some smaller CVS projects in Connecticut, and we've just completed a couple in the Hudson Valley of Newyork. That's the kind of stuff that we are looking for and we've seen some stabilization in land cost, which has been very helpful. And in terms of projecting building costs, we've seen some real savings in site work, so this has helped us in trying to project the kind of prices we could pay for land here and there. Philip Martin – Cantor Fitzgerald: Okay. Okay. That's a good information. In terms of your development pipeline, your unlevered return assumptions are what?

Our development pipeline, for – again, for the projects that are owned, projects such as Blue Mountain Grove, and Camp Hill town, and Halifax and some of these that are in our announced pipeline, we generally contemplate 9% to 11% unlevered. Philip Martin – Cantor Fitzgerald: Okay. So that—

Where we are doing our joint venture especially on a larger type project such as the Upland project in Pottsgrove as well as the one we just announced in Bloomsburg— Philip Martin – Cantor Fitzgerald: The 8.5 to 10.5?

The 8.5 to 10. Philip Martin – Cantor Fitzgerald: Okay. Okay. So that really hasn't changed. And pre-leasing for the 2009 deliveries, can you give us some insight there?

Well, we have announced that of our 18 properties that 10 have more than 50% committed leases, executed leases, five are at more than 50% LOIs and three are just coming out of the box Philip Martin – Cantor Fitzgerald: Okay. Okay. And my very last question from a – from just kind of uses of cash, your development, what are your capital commitments in 2008 and 2009 with respect to your development?

Well in 2008 and 2009, I'll combine them— Philip Martin – Cantor Fitzgerald: Okay.

We have projected about 350,360; we've spent 120; we expect to spend 240. Philip Martin – Cantor Fitzgerald: Okay.

And again, in terms of sources and uses, most of that will come from the construction credit facility – the $77.7 million property-specific loan for the Upland project Philip Martin – Cantor Fitzgerald: Okay. And if I look at that, Leo and Larry, I mean the 61 line, the 14 cash, the 150 development line, 77 million development JV, you are at about $288 million there plus you've got a $49 million net proceeds received from the Ohio assets being put in to the JV?

It will initially be used to pay down a credit facility and then rolled into the development as needed. Philip Martin – Cantor Fitzgerald: Got you, okay

We are committed on those development deals to front end approximately 30% of the project costs. In some of these projects we have already exceeded that, and the remaining 70% financing comes in after we have put up the upfront money generally. Philip Martin – Cantor Fitzgerald: Okay, Okay. Okay, thank you very much for your answers.

Thank you.

We'll take our next question from Nathan Isbee with Stifel Nicolaus. Nathan Isbee – Stifel Nicolaus: Hi, good morning.

Good morning, Nathan.

Hi. Nathan Isbee – Stifel Nicolaus: What is expected spread on the construction revolver?

2.25.

2.25. Nathan Isbee – Stifel Nicolaus: Okay.

Over LIBOR. Nathan Isbee – Stifel Nicolaus: Okay. Thanks. That's it

That's the same incidentally on the property-specific $77.7 million loan.. Nathan Isbee – Stifel Nicolaus: Right. Okay, thanks so much.

We'll take our next question from Mark Lutenski with BMO Capital Markets. Mark Lutenski – BMO Capital Markets: Hi guys.

Good morning, Mark. Mark Lutenski – BMO Capital Markets: I was just curious what kind of JV partners did you find for the development JVs that you just recently acquired?

Well, we announced a company called Tristate, L.P., which is an affiliate of Fameco. Fameco is a full service real estate operation out of suburban Philadelphia; very strong knowledge and presence in the market. They are our joint venture (inaudible) for those first two large properties announced, one in Pottsgrove and one in Stroudsburg. Mark Lutenski – BMO Capital Markets: Okay.

We do have a joint venture that we announced with WP for Bloomsburg where they took 25% . In these other projects we are basically more of a financial partner with a bunch of controls and supervisory role, and we get a preferred return on our funded amounts, and we take a back end 60% or greater profits interest. Mark Lutenski – BMO Capital Markets: Okay. And I guess still comfortable with the 1.4% same-store NOI growth–?

Yes, we are. Mark Lutenski – BMO Capital Markets: Okay. That's it from me.

And it appears we have no further questions at this time. Mr. Ullman, I would like to turn the conference back over to you for any additional or closing remarks.

Operator, I think we have said probably all that we ought to say at this point and we would gladly close the conference and thank everybody for joining in with us today.

Alright. Thank you. Once again, ladies and gentlemen, that does conclude today's conference. We thank you for your participation.