Form of Amended and Restated Change in Control Agreement between Company and Officers

This [Second] Amended and Restated Change in Control Agreement (the “Agreement”) is dated as of [__], between Urstadt Biddle Properties Inc. (“Company”) and [__] (the “Executive”).

WHEREAS, the Executive is currently employed by the Company and the Executive’s services are valued by the Company;

WHEREAS, the Company recognizes that the possibility of a Change in Control (as defined in Appendix A hereto) of the Company may result in the departure or distraction of the Executive, to the detriment of the Company and its shareholders;

WHEREAS, the Executive has previously entered into [an Amended and Restated Change of Control Agreement][a Change in Control Agreement] with the Company, dated as of [__] (the “Existing Agreement”); and

WHEREAS, the Company wishes to assure the Executive of fair severance should the Executive’s employment terminate in certain specified circumstances following a Change in Control.

NOW, THEREFORE, in consideration of the Executive’s continued employment by the Company, and for other good and valuable consideration, the parties hereto hereby agree as follows:

Notwithstanding anything herein to the contrary, if the employment of the Executive is terminated by the Executive for Good Reason or by the Company without Cause, in each case within six months prior to a Change in Control, then the Company shall not be obligated to make the payments or provide the benefits set forth in Sections 1(b), 1(c) and 1(d) until the Change in Control has occurred.  In such case, the Company shall make the payments and commence providing the benefits set forth in Sections 1(b) and 1(c) within 60 days following the Change in Control, and the Time-Based Equity Awards shall become fully vested and nonforfeitable as of the date of the Change in Control, subject to the Executive’s compliance with the requirement to deliver the release contemplated pursuant to Section 3 and with the Executive’s obligations under Section 4.  For the avoidance of doubt, if the employment of the Executive is terminated by the Executive for Good Reason or by the Company without Cause, in each case within six months prior to a Change in Control, the Time-Based Equity Awards shall remain outstanding and unvested for up to six months following the Executive’s termination of employment, and shall either (i) become fully vested and nonforfeitable if and only if a Change in Control occurs on or prior to the six month anniversary of the Executive’s termination of employment or (ii) shall be forfeited as of the six month anniversary of the Executive’s termination of employment if a Change in Control has not occurred.

To the Company:

Urstadt Biddle Properties Inc.

321 Railroad Avenue

Greenwich, CT 06830

To the Executive:

At Executive’s home address,

as last shown on the

records of the Company

IN WITNESS WHEREOF the parties have duly executed the Agreement as of the above date.

EXECUTIVE:          COMPANY:

Urstadt Biddle Properties Inc.

_________________________          By: ________________________

[Name]          [Name]

“Accrued Compensation and Benefits” means (i) any accrued but unpaid base salary as of the date of the Executive’s termination of employment; (ii) any accrued but unused vacation time as of the date of the Executive’s termination of employment; (iii) any earned but unpaid annual bonus with respect to any completed calendar year immediately preceding the date of the Executive’s termination of employment; (iv) reimbursement for any unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy in effect from time to time; and (v) such employee benefits, if any, to which the Executive may be entitled under the Company’s employee benefit plans as of the date of the Executive’s termination of employment; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein.

“Board” means the Board of Directors of the Company.

“Change in Control” shall mean the occurrence of any one of the following events:

“Common Shares” shall mean all shares of the then outstanding Common Stock and Class A Common Stock of the Company plus, for purposes of determining the ownership of any Person, the number of unissued Common Shares which such Person has the right to acquire (whether such right is exercisable immediately or only after the passage of time) upon the exercise of conversion rights, exchange rights, warrants or options or otherwise.

“Directors” means members of the Board.

“Exempted Person” shall mean (i) Willing L. Biddle; (ii) any Urstadt Family Member or any Biddle Family Member (each, as hereinafter defined); (iii) any executor, administrator, trustee or personal representative who succeeds to the estate of Charles J. Urstadt, Willing L. Biddle, an Urstadt Family Member or a Biddle Family Member as a result of the death of such individual, acting in their capacity as an executor, administrator, trustee or personal representative with respect to any such estate; (iv) a trustee, guardian or custodian holding property for the primary benefit of Willing L. Biddle or any Urstadt Family Member or any Biddle Family Member, (v) any corporation, partnership, limited liability company or other business organization that is directly or indirectly controlled by one or more persons or entities described in clauses (i) through (iv) hereof and is not controlled by any other person or entity; and (vi) any charitable foundation, trust or other not-for-profit organization for which one or more persons or entities described in clauses (i) through (v) hereof controls the investment and voting decisions in respect of any interest in the Company held by such organization. For sake of clarity with respect to clause (v) above, “control” includes the power to control the investment and voting decisions of any such corporation, partnership, limited liability company or other business organization.

For purposes of the definition of “Exempted Person,” the term “Urstadt Family Member” shall mean and include the spouse of Charles J. Urstadt, the descendants of the parents of Charles J. Urstadt, the descendants of the parents of the spouse of Charles J. Urstadt, the spouses of any such descendant and the descendants of the parents of any spouse of a child of Charles J. Urstadt. For this purpose, an individual’s “spouse” includes the widow or widower of such individual, and an individual’s “descendants” includes biological descendants and persons deriving their status as descendants by adoption.

For purposes of the definition of “Exempted Person,” the term “Biddle Family Member” shall mean and include the spouse of Willing L. Biddle, the descendants of the parents of Willing L. Biddle, the descendants of the parents of the spouse of Willing L. Biddle, the spouses of any such descendant and the descendants of the parents of any spouse of a child of Willing L. Biddle. For this purpose, an individual’s “spouse” includes the widow or widower of such individual, and an individual’s “descendants” includes biological descendants and persons deriving their status as descendants by adoption.

“Person” shall have the meaning used in Section 13(d) of the Exchange Act. A Person shall be deemed to be the “owner” of any Common Shares:

Termination for “Cause” shall mean termination of the Executive’s employment by the Company because of dishonesty, conviction of a felony, gross neglect of duties (other than as a result of disability or death), or conflict of interest (other than any conflict of interest which has been fully disclosed to the Directors and has been determined by them not to be material), which, in the case of gross neglect or conflict, shall continue for 30 days after the Company gives written notice to the Executive requesting the cessation of such gross neglect or conflict, as the case may be.

Termination for “Good Reason” shall mean the voluntary termination by the Executive of the Executive’s employment within six months following the occurrence of any of the events listed below by written notice (setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination for Good Reason) given by the Executive to the Company within ninety (90) days after the occurrence, without the Executive’s express consent, of any one of such events unless they are fully corrected within 30 days after receipt by the Company of notice thereof:

Anything in this Amended and Restated Change in Control Agreement to the contrary notwithstanding:

(A)          The parties intend that all payments and benefits under this Agreement shall be exempt from, or comply with, Section 409A of the Code and the regulations promulgated thereunder (collectively “Section 409A”) and, accordingly, to the maximum extent permitted by law, this Agreement shall be interpreted in a manner that achieves such intention. Although the Company intends to administer this Agreement so that it will be exempt from, or comply with, the requirements of Section 409A, the Company does not represent or warrant that this Agreement will be exempt from, or otherwise comply with, Section 409A or any other provision of applicable law.

(B)          No amount of nonqualified deferred compensation under Section 409A shall be payable to the Executive upon a termination of the Executive’s employment unless such termination constitutes a “separation from service” with the Company under Section 409A. To the maximum extent permitted by applicable law, amounts payable to the Executive shall be made in reliance upon the exception for certain involuntary terminations under a separation pay plan or as a short-term deferral under Section 409A. For purposes of Section 409A, the Executive’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

(C)          If any payment, compensation or other benefit provided to the Executive in connection with the Executive’s employment termination (other than termination on account of the Executive’s death) is determined, in whole or in part, to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Executive is a “specified employee” as defined in Section 409A(2)(B)(i) thereof, no part of such payments shall be paid before the day that is six (6) months plus one (1) day after the date of termination (the “New Payment Date”). The aggregate amount of any payments that otherwise would have been paid to the Executive during the period between the date of termination and the New Payment Date shall be paid to the Executive in a lump sum on such New Payment Date. Thereafter, any payments that remain outstanding as of the day immediately following the New Payment Date shall be paid without delay over the time period originally scheduled, in accordance with the terms of this Agreement.

(D)          To the extent that reimbursements or other in-kind benefits under this Agreement constitute nonqualified deferred compensation, (i) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by you, (ii) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

TO ALL TO WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT [__] (the “Releasor”), on behalf of the Releasor and the Releasor’s heirs, executors, administrators and legal representatives, in consideration of the severance to be paid and other benefits to be provided pursuant to Sections 1(b), 1(c) and 1(d) of the Amended and Restated Change in Control Agreement between the Releasor and Urstadt Biddle Properties Inc., dated as of [__] (the “Agreement”), hereby irrevocably, unconditionally, generally and forever releases and discharges Urstadt Biddle Properties Inc., together with its current and former affiliates and subsidiaries (the “Company”), each of their respective current and former officers, directors, employees, agents, representatives and advisors and their respective heirs, executors, administrators, legal representatives, receivers, affiliates, beneficial owners, successors and assigns (collectively, the “Releasees”), from, and hereby waives and settles, any and all, actions, causes of action, suits, debts, promises, damages, or any liability, claims or demands, known or unknown and of any nature whatsoever and which the Releasor ever had, now has or hereafter can, shall or may have, for, upon, or by reason of any matter, cause or thing whatsoever from the beginning of the world to the date of this Release arising directly or indirectly pursuant to or out of the Releasor’s employment with the Company or the termination of such employment (collectively, “Claims”), including, without limitation, any Claims (i) arising under any federal, state, local or other statutes, orders, laws, ordinances, regulations or the like that relate to the employment relationship and/or worker or workplace protection, and/or specifically prohibit discrimination based upon age, race, religion, gender, national origin, disability, sexual orientation or any other unlawful bases, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, as amended, the Civil Rights Acts of 1866 and 1871, as amended, the Americans with Disabilities Act of 1990, as amended, the Employee Retirement Income Security Act of 1974, as amended, the Family and Medical Leave Act of 1993, as amended, the Older Workers Benefit Protection Act (“OWBPA”), the Equal Pay Act, Rehabilitation Act of 1973, Sarbanes-Oxley Act of 2002, the Worker Adjustment Retraining and Notification (“WARN”) Act, the New York WARN statute, the New York State and New York City Human Rights Laws, as amended, New York State Labor Laws, the laws of the State of New York and the City of New York relating to discrimination and employment, including the New York Constitution, the Connecticut Family and Medical Leave Act, Connecticut's whistleblower law, Connecticut’s free speech law, the Connecticut Fair Employment Practices Act, Connecticut’s minimum wage and wage payment laws, the anti-retaliation provision of Connecticut’s workers’ compensation statute, and any and all applicable rules and regulations promulgated pursuant to or concerning any of the foregoing statutes; (ii) arising under or pursuant to any contract, express or implied, written or oral, including, without limitation, the Agreement; (iii) for wrongful dismissal or termination of employment; (iv) for tort, tortious or harassing conduct, infliction of mental or emotional distress, fraud, libel or slander; and (v) for damages, including, without limitation, punitive or compensatory damages or for attorneys’ fees, expenses, costs, wages, injunctive or equitable relief. This Release shall not apply to any claim that the Releasor may have for a breach of Sections 1(b), 1(c), 1(d) or 8 of the Agreement.

The Releasor agrees not to file, assert or commence any Claims against any Releasee with any federal, state or local court or any administrative or regulatory agency or body. Notwithstanding the foregoing, nothing herein shall constitute a release by the Releasor of a claim to the extent such claim is not waivable as a matter of applicable law. Without limiting the generality of the foregoing, nothing herein shall affect any right to file an administrative charge with the Equal Employment Opportunity Commission, subject to the restriction that if any such charge is filed, the Releasor agrees not to violate the confidentiality provisions of the Agreement and further agrees and covenants that should the Releasor or any other person, organization, or other entity file, charge, claim, sue or cause or permit to be filed any charge with the Equal Employment Opportunity Commission, civil action, suit or legal proceeding against the Releasees (or any of them) involving any matter occurring at any time in the past, the Releasor will not seek or accept any personal relief (including, but not limited to, a monetary award, recovery, relief or settlement) in such charge, civil action, suit or proceeding.

The Releasor represents and warrants that there has been no assignment or other transfer of any interest in any Claim which the Releasor may have against the Releasees, or any of them, and the Releasor agrees to indemnify and hold the Releasees, and each of them, harmless from any Claims, or other liability, demands, damages, costs, expenses and attorneys’ fees incurred by the Releasees, or any of them, as a result of any person asserting any such assignment or transfer. It is the intention of the parties that this indemnity does not require payment as a condition precedent to recovery by the Releasees against the Releasor under this indemnity.

The Releasor agrees that if the Releasor hereafter commences, joins in, or in any manner seeks relief through any suit arising out of, based upon, or relating to any Claim released hereunder, or in any manner asserts against the Releasees, or any of them, any Claim released hereunder, then the Releasor shall pay to the Releasees, and each of them, in addition to any other damages caused to the Releasees thereby, all attorneys’ fees incurred by the Releasees in defending or otherwise responding to said suit or Claim.

The Releasor hereby waives any right to, and agrees not to, seek reinstatement of the Releasor’s employment with the Company or any Releasee. The Releasor acknowledges that the amounts to be paid or provided to the Releasor under Sections 1(b), 1(c) and 1(d) of the Agreement include benefits, monetary or otherwise, which the Releasor has not earned or accrued, or to which the Releasor is not already entitled.

The Releasor acknowledges that the Releasor was advised by the Company to consult with the Releasor’s attorney concerning the waivers contained in this Release, that the Releasor has consulted with counsel, and that the waivers the Releasor has made herein are knowing, conscious and with full appreciation that the Releasor is forever foreclosed from pursuing any of the rights so waived.

The Releasor has a period of [21][45] days from the date on which a copy of this Release has been delivered to the Releasor to consider whether to sign it. In addition, in the event that the Releasor elects to sign and return to the Company a copy of this Release, the Releasor has a period of seven days (the “Revocation Period”) following the date of such return to revoke this Release, which revocation must be in writing and delivered to Urstadt Biddle Properties Inc., 321 Railroad Avenue, Greenwich, CT 06830, Attention: Chief Legal Officer & Secretary, or such address as agreed to by the Releasor and the Company, within the Revocation Period. This Release, and the Releasor’s right to receive the amounts to be paid or provided to the Releasor under Sections 1(b), 1(c) and 1(d), shall not be effective or enforceable until the expiration of the Revocation Period without the Releasor’s exercise of the Releasor’s right of revocation.

This Release shall not be amended, supplemented or otherwise modified in any way except in a writing signed by the Releasor and Urstadt Biddle Properties Inc.

This Release shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without reference to its principles of conflicts of law.

IN WITNESS WHEREOF, the Releasor has caused this Release to be executed as of ___________________, 20__.