2009 Retention Award Agreement Sample Contracts

Contract
2009 Retention Award Agreement • November 6th, 2009 • Developers Diversified Realty Corp • Real estate investment trusts • Ohio

Developers Diversified Realty Corporation, an Ohio corporation (the “Company”), has granted to (the “Holder”) ( ) of the Company’s Common Shares, $0.10 par value per share (the “Restricted Shares”). The Restricted Shares have been granted pursuant to the [Amended and Restated 2008 Developers Diversified Realty Corporation Equity-Based Award Plan (Amended and Restated as of June 25, 2009)][Amended and Restated 2004 Developers Diversified Realty Corporation Equity-Based Award Plan] (the “Plan”) and are subject to all provisions of the Plan, which are hereby incorporated herein by reference, and to the following provisions of this 2009 Retention Award Agreement (the “Agreement”) (capitalized terms not defined herein are used as defined in the Plan):

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