Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 10, 2008, the Company's Board of Directors approved amendments to, and authorized a restatement of, the Company's non-qualified deferred compensation plan applicable to post-2004 deferrals. The amended and restated plan incorporates requirements imposed by Internal Revenue Service Code Section 409A and the final regulations applicable thereto. Following is a summary of the significant terms of the amended and restated plan:

Eligibility: Participation is limited to employees of the Company whose annual compensation is at least $200,000 (which amount, starting in 2009, shall be increased annually by the same percentage by which the annual compensation limit under Section 401(a)(17) increases, if any).

Deferrals: A participant may defer up to 100% of the participant's base salary and bonus. Amounts deferred are credited with interest at a rate determined annually by the Company's Compensation Committee. An election to defer base salary or bonus must be made prior to the calendar year in which such compensation will be paid.

Distribution: When making a deferral election, a participant also will make an election regarding the timing and manner of distribution of the participant's deferrals and interest thereon. Changes in any such election, and distributions under the Plan, will be permitted and made only to the extent allowed by Internal Revenue Code Section 409A.

Effective Date: The effective date of the amended and restated plan is January 1, 2005.

Item 9.01 Financial Statements and Exhibits

The following is filed as a part of this report:

Exhibit 99.1 Urstadt Biddle Properties Inc. Amended and Restated Excess Benefit and Deferred Compensation Plan

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