Sizeler Property Investors, Inc. (the "Company") previously entered into deferred compensation agreements with certain officers of the Company under which deferrals for years prior to 2005 were credited to the individual officer's account. To bring the Company's deferred compensation arrangement into compliance with new Section 409A, on February 25, 2005 the Company entered into new Nonelective Deferred Compensation Agreements with Sidney W. Lassen, Chief Executive Officer of the Company, Thomas A. Masilla, Jr., President of the Company, James W. Brodie, Vice President of the Company and Guy M. Cheramie, Chief Financial Officer of the Company (collectively, the "Agreements"). The Company wishes to continue to provide for compensation that will become payable to the executive upon retirement or other termination of employment to the extent vested. Annually, a nonelective deferral, in an amount determined by the Compensation Committee, will be credited to the executive's bookkeeping account and will be subject to the imputation of investment experience and forfeitures. The Agreements provide that no further amounts will be credited under the earlier deferred compensation agreements after 2004.

The Company also entered into a Trust Agreement in connection with Agreements (the "Trust") with Hibernia National Bank as the trustee. The Trust will be a "rabbi trust" and will be used to hold the amounts equal to the deferred compensation credited to the executives under the Agreements and the earnings from the investment of such amounts.