EX-10.5






Exhibit 10.5




DEVELOPERS DIVERSIFIED REALTY CORPORATION

2005 EQUITY DEFERRED COMPENSATION PLAN




(January 1, 2009 Restatement)




ARTICLE I

PURPOSE; PARTICIPATION




     1.1 Purpose. Developers Diversified Realty Corporation (the “Company”) previously
established effective January 1, 2003, the Developers Diversified Realty Corporation Equity
Deferred Compensation Plan (the “Original Plan”) to provide a select group of key management
employees of the Company, as well as members of the Company’s Board, with an opportunity to defer
the receipt of Common Shares with respect to Eligible Equity Awards. As a result of the new rules
provided under the American Jobs Creation Act of 2004 (the “Act”) and Section 409A of the Internal
Revenue Code (the “Code”), the Company froze deferrals under the Original Plan effective December
31, 2004, and established a new plan to reflect deferrals of equity compensation on or after
January 1, 2005 (the “Plan”). Final Treasury Regulations have been published under Section 409A of
the Code, and the Company desires to set forth the terms of the Plan for the purpose of reflecting
those Treasury Regulations and for other purposes.



     The Plan, which is intended to be a “nonqualified deferred compensation plan” that satisfies
the requirements of the Act and Section 409A of the Code, shall be interpreted and administered by
the Committee to the extent possible in a manner consistent with that intent. The provisions of
the Developers Diversified Realty Corporation 2005 Equity Deferred Compensation Plan (January 1,
2009 Restatement) set forth herein are effective as of January 1, 2009, except as otherwise
provided herein. For the period prior to January 1, 2009, the Plan













 







shall operate based upon IRS Notice 2005-1, additional notices published by the Treasury
Department and the Internal Revenue Service providing transition guidance, and a good faith,
reasonable interpretation of Section 409A of the Code.



     1.2 Participation. Participation in the Plan will be limited to those key management
employees of the Company, as well as members of the Company’s Board, as the Committee in its sole
discretion shall designate from time to time to be eligible to make Deferral Elections hereunder.



ARTICLE II

DEFINITIONS





For purposes of this Plan, the following terms shall have the following meanings:




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



     “Change in Control” means the occurrence, at any time during the term of this Plan, of any of
the following events:




     (a) the Board or shareholders of the Company approve a consolidation or merger in which
the Company is not the surviving corporation, the sale of substantially all of the assets of
the Company, or the liquidation or dissolution of the Company;




     (b) any person or other entity (other than the Company or a Subsidiary or any Company
employee benefit plan (including any trustee of any such plan acting in its capacity as
trustee)) purchases any Shares (or securities convertible into Shares) pursuant to a tender
or exchange offer without the prior consent of the Board, or becomes the beneficial owner of
securities of the Company representing 20% or more of the voting power of the Company’s
outstanding securities;




     (c) during any two-year period, individuals who at the beginning of such period
constitute the entire Board cease to constitute a majority of the Board, unless the election
or the nomination for election of each new director is approved by at least two-thirds of
the directors then still in office who were directors at the beginning of that period; or




     (d) a record date is established for determining shareholders of the Company entitled
to vote upon (i) a merger or consolidation of the Company with another real estate
investment trust, partnership, corporation, or other entity in which the Company is not the
surviving or continuing entity or in which all or a substantial part of the outstanding
shares are to be converted into or exchanged for cash, securities or other



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property, (ii) a sale or other disposition of all or substantially all of the assets of
the Company or (iii) the dissolution of the Company.


For purposes of the foregoing definition, “Subsidiary” means any corporation (other than the
Company) in an unbroken chain of corporations beginning with the Company if each of the
corporations (other than the last corporation in the unbroken chain) owns stock possessing 50% or
more of the total combined voting power of all classes of stock in one of the other corporations in
that chain.




     Notwithstanding the above, a “409A Change in Control” means a change in control with respect
to the applicable corporation as defined in Treasury Regulation Section 1.409A-3(i)(5). For
purposes of this definition, “applicable corporation” means:




     (a) the corporation for which the Participant is performing services at the time of the
change in control event;




     (b) the corporation(s) liable for payment hereunder (but only if either the accrued
benefit hereunder is attributable to the performance of service by the Participant for such
corporation(s) or there is a bona fide business purposes for such corporation(s) to be
liable for such payment and, in either case, no significant purpose of making such
corporation(s) liable for such benefit is the avoidance of Federal income tax); or




     (c) a corporation that is a majority shareholder of one of the corporations described
in (a) or (b) above or any corporation in a chain of corporations in which each corporation
is a majority shareholder of another corporation in the chain, ending in a corporation
identified in (a) or (b) above.




“Code” means the Internal Revenue Code of 1986, as amended.




“Committee” means the Executive Compensation Committee of the Board.




“Company” means Developers Diversified Realty Corporation, an Ohio corporation.



     “Company Equity Plan” means any equity compensation plan maintained by the Company providing
for the award of Deferred Shares and/or Restricted Stock, including but not limited to the Amended
and Restated Developers Diversified Realty Corporation 1992



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Employees’ Share Option Plan, the Amended and Restated Developers Diversified Realty
Corporation Equity-Based Award Plan of 1996, the Amended and Restated 1998 Developers Diversified
Realty Corporation Equity-Based Award Plan, the 2002 Developers Diversified Realty Corporation
Equity-Based Award Plan, the 2004 Developers Diversified Realty Corporation Equity-Based Award
Plan, and the 2008 Developers Diversified Realty Corporation Equity-Based Award Plan.



     “Deferral Election” means an election, filed with the Committee pursuant to the terms and
conditions of this Plan at the time, and in the manner, specified by the Committee, pursuant to
which a Participant elects to have all or part of an Eligible Equity Award cancelled and converted
into Stock Units under this Plan, and to have such Stock Units credited to his or her Stock Account
under this Plan pursuant to Section 4.2 hereof.



     “Deferred Share Subaccount” means the bookkeeping subaccount maintained by the Company for a
Participant under Section 4.3 with respect to the Participant’s Deferred Shares that are subject to
a Deferral Election (or a Subsequent Deferral Election) hereunder.



     “Deferred Shares” means a contractual right to receive Shares from the Company at a specified
future date or dates in the form of deferred shares awarded, or to be awarded, to a Participant
under and pursuant to the terms of a Company Equity Plan.



     “Designated Deferral Period” shall mean the deferral period selected by the Participant with
respect to an Eligible Equity Award, which deferral period shall specify the date or dates on which
the delivery of Shares or the payment of Dividend Equivalent Payments with respect to such Eligible
Equity Award shall begin; provided however that the Designated Deferral Period specified by a
Participant with respect to an Eligible Equity Award shall not end prior to the date on which the
shares of Restricted Stock or Deferred Shares related to such Eligible Equity



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Award would otherwise vest and become nonforfeitable in accordance with their terms. For
purposes of this Plan, a Participant’s Designated Deferral Period with respect to an Eligible
Equity Award shall end, in accordance with the Participant’s Deferral Election for such Eligible
Equity Award, either (i) on the first day of the seventh month following the Participant’s
Separation from Service or (ii) on the first day of the month following the month in which the
Participant attains the age specified on the applicable Deferral Election. Notwithstanding the
foregoing, in the case of a Participant who has elected a Designated Deferral Period ending on the
attainment of a particular age after age 65, (i) if he has a Separation from Service prior to the
date that precedes his attainment of age 65 by seven months or more, delivery or payment to such
Participant shall commence with respect to the Deferral Election on the January 1st next following
the Participant’s 65th birthday, and (ii) if he has a Separation from Service after the date that
precedes his attainment of age 65 by seven months or more, delivery or payment to such Participant
shall commence with respect to the Deferral Election on the first day of the seventh month
following his Separation from Service.



     “Dividend Equivalent Account” means an individual bookkeeping account established for a
Participant pursuant to Section 4.4 hereof, with respect to Dividend Equivalent Payments credited
to the Participant under Section 4.4.



     “Dividend Equivalent Payments” means the amount of dividends or other distributions to
shareholders of the Company that a Participant would have received had the Participant’s Stock
Units been actual Shares as of the date of a dividend or other distribution by the Company.



     “Eligible Equity Award” means an award of Deferred Shares or Restricted Stock made, or to be
made, under a Company Equity Plan, and such other awards as may be designated as Eligible Equity
Awards by the Committee in its sole discretion.



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     “Participant” means any eligible management employee or member of the Board who is designated
as a Participant in this Plan by the Committee with respect to a Plan Year and who participates in
this Plan by timely completing a Deferral Election.



     “Plan Year” means each calendar year.



     “Related Employer” means any employer other then the Company that is a member with the Company
of a controlled group of corporations (as defined in Section 414(b) of the Code) or trades or
business (whether or not incorporated) under common control (as defined in Section 414(c) of the
Code).



     “Restricted Stock” means Shares awarded, or to be awarded, to a Participant in the form of
restricted stock under and pursuant to the terms of a Company Equity Plan.



     “Restricted Stock Subaccount” means the bookkeeping subaccount maintained by the Company for a
Participant under Section 4.3 with respect to the Participant’s Restricted Stock that is subject to
a Deferral Election (or a Subsequent Deferral Election) hereunder.



     “Separation from Service” means the date the Participant retires or otherwise has a
termination of employment (or a termination of the contract pursuant to which the Participant has
provided services as a member of the Board) with the Company and all Related Employers, as further
defined in Treasury Regulation Section 1.409A-1(h); provided, however, that




     (a) For purposes of this definition, the term “Related Employer” shall be modified as
follows:




(i) In applying Section 1563(a)(1), (2) and (3) of the Code for purposes of
determining a controlled group of corporations under Section 414(b) of the Code, the
phrase “at least 50%” shall be used instead of “at least 80 percent” each place “at
lest 80 percent” appears in Section 1563(a)(1), (2) and (3) of the Code; and




(ii) In applying Treasury Regulation Section 1.414(c)-2 for purposes of determining
trades or business (whether or not incorporated) under common control for purposes
of Section 414(c) of the Code, the phrase “at least 50%” shall



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be used instead of “at least 80 percent” each place “at least 80 percent” appears in
Treasury Regulation Section 1.414(c)(2).




     (b) In the event a Participant provides services to the Company or a Related Employer
as an employee and as a member of the Board,




(i) The employee Participant’s services as a director are not taken into account in
determining whether the Participant has a Separation from Service as an employee;
and




(ii) The director Participant’s services as an employee are not taken into account
in determining whether the Participant has a Separation from Service as a director;




provided that this Plan is not aggregated with a plan subject to Section 409A of the Code in
which the director Participant participates as an employee of the Company or a Related
Employer or in which the employee Participant participates as a director of the Company or a
Related Employer, as applicable, pursuant to Treasury Regulation Section 1.409A-1(c)(2)(ii).




“Shares” means the Common Shares, without par value, of the Company.



     “Stock Account” means an individual bookkeeping account established for a Participant pursuant
to Section 4.3 hereof, with respect to Stock Units credited to the Participant, which consists of
the Participant’s Deferred Share Subaccount and Restricted Stock Subaccount.



     “Stock Units” means the units credited to a Participant’s Stock Account, as described in
Section 4.2 hereof. Each Stock Unit credited to a Participant’s Stock Account shall represent the
right, subject to the terms and conditions of this Plan, to receive one (1) Share at the end of the
Participant’s Designated Deferral Period.



     “Subsequent Deferral Election” means an election, filed with the Committee on or before the
date prescribed by the Committee, pursuant to which a Participant elects to (i) have the delivery
of Shares attributable to Stock Units previously credited to his or her Stock Account under the
Plan deferred past the then current Designated Deferral Period and/or (ii) have the payment of any
Dividend Equivalent Payments previously credited to his or her Dividend Equivalent Account deferred
past the then current Designated Deferral Period; provided 



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however, that no Subsequent Deferral Election shall be valid unless (i) such
Subsequent Deferral Election is made at least twelve (12) months before the scheduled expiration of
the then current Designated Deferral Period, (ii) any such extension is for a period of not less
than five (5) years after the end of the then current Designated Deferral Period for such Stock
Units or Dividend Equivalent Payments, and (iii) such Subsequent Deferral Election has been made at
least twelve (12) months prior to the date payment of his or her Stock Account would otherwise have
been made.




ARTICLE III

PARTICIPATION




     3.1 Eligibility and Participation. Employees who shall be eligible to participate in
this Plan shall be those employees who are or who become executive officers or members of the key
management team of the Company. The Committee shall have the sole and exclusive right to determine
which employees and members of the Board will be selected to participate in the Plan in any given
Plan Year. The Committee may terminate the participation of any Participant in the Plan at any
time, provided that such termination of participation shall not affect amounts previously credited
to his or her Stock Account or Dividend Equivalent Account, which shall continue to be subject to
all of the terms and conditions of this Plan, nor affect the terms of any Deferral Election except
as permitted pursuant to Section 4.6.



ARTICLE IV

DEFERRAL ELECTIONS




     4.1 Deferral Elections.



     (a) The Committee will designate the Participants who are eligible to participate in this Plan
for any Plan Year. Each eligible employee or member of the Board who has been designated by the
Committee as a Participant in this Plan for any Plan Year may file a Deferral Election with the
Committee at the time and in the form prescribed by the Committee, and in



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accordance with such rules and procedures as may be established by the Committee in its sole
discretion; provided however that a Deferral Election with respect to a Plan Year, in order
to be valid, must be delivered to the Committee not later than the close of the calendar year
immediately preceding the Plan Year in which the Eligible Equity Award is awarded. Notwithstanding
the foregoing, an election satisfying the requirements of a Subsequent Deferral Election may be
made 12 months prior to the date Restricted Shares awarded pursuant to an Eligible Equity Award are
scheduled to vest. Once made, a Participant’s Deferral Election shall be irrevocable (except as
may be permitted by the IRS in connection with the promulgation of regulations or other guidance
that may be issued under Section 409A of the Code, or any successor provision of the Code).
Notwithstanding the foregoing, in accordance with Q&A-20 of IRS Notice 2005-1, during calendar year
2005, a Participant may elect to reduce his or her Deferral Election for 2005 without causing the
Plan to fail to conform to the requirements of Section 409A of the Code. In addition, in
accordance with Q&A-20 of IRS Notice 2005-1, during 2005, a Participant may elect to terminate
participation in the Plan or revoke a Deferral Election for calendar year 2005 without causing the
Plan to fail to conform to the requirements of Section 409A of the Code. Moreover, after January
1, 2006, and on or before December 31, 2006, and to the extent permitted by the Company, a
Participant may make a change in a payment election as described in IRS Notice 2006-79, provided
that with respect to an election to change a time and form of payment made after January 1, 2006
and on or before December 31, 2006, the election may apply only to amounts that would not otherwise
be payable in 2006 and may not cause an amount to be paid in 2006 that would not otherwise be
payable in 2006. Moreover, after January 1, 2007, and on or before December 31, 2007, and to the
extent permitted by the Company, a Participant may make a change in a payment election as described



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in IRS Notice 2006-79, provided that with respect to an election to change a time and form of
payment made after January 1, 2007 and on or before December 31, 2007, the election may apply only
to amounts that would not otherwise be payable in 2007 and may not cause an amount to be paid in
2007 that would not otherwise be payable in 2007. Moreover, after January 1, 2008, and on or
before December 31, 2008, and to the extent permitted by the Company, a Participant may make a
change in a payment election as described in IRS Notice 2007-86, provided that with respect to an
election to change a time and form of payment made after January 1, 2008 and on or before December
31, 2008, the election may apply only to amounts that would not otherwise be payable in 2008 and
may not cause an amount to be paid in 2008 that would not otherwise be payable in 2008.



     (b) In the case of the first year in which an eligible employee or member or the Board becomes
eligible to participate in the Plan, such individual may file any initial Deferred Election with
the Committee in the form prescribed by the Committee within 30 days after the date he becomes
eligible to participate in the Plan, with respect to compensation paid for services to be performed
after the election.



     (c) A Deferral Election shall be deemed to have been made only when the completed and executed
form of Deferral Election is received by the Committee or its designated agent. A separate
Deferral Election shall be made by an eligible Participant with respect to each Eligible Equity
Award to be subject to a Deferral Election during such Plan Year. If an eligible Participant fails
to file a Deferral Election with respect to an Eligible Equity Award by the date specified by the
Committee with respect to any Plan Year (or within the period permitted under Section 4.1(b) with
respect to a newly eligible Participant), he or she shall be deemed to have



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elected not to make a Deferral Election with respect to such Eligible Equity Award for such
Plan Year.



     4.2 Effect of Deferral Election; Subsequent Deferral Elections.



     (a) If a Participant timely files a Deferral Election with the Committee with respect to an
Eligible Equity Award, the following provisions will apply:




     (1) Each share of Restricted Stock subject to a Deferral Election will be automatically
cancelled as of the first day of the Plan Year to which such Deferral Election relates (or
such later date on which it is awarded or as may be specified by the Committee in accordance
with Section 409A of the Code) and will be replaced with a corresponding Stock Unit credited
to the Participant’s Restricted Stock Subaccount in accordance with Section 4.3. Stock
Units credited to a Participant’s Restricted Stock Subaccount shall vest or be forfeited by
the Participant in the same manner, and subject to the same terms and conditions, as applied
to the shares of Restricted Stock for which the Stock Units were substituted. As a result
of a valid Deferral Election with respect to Restricted Stock, the Participant shall be
entitled to a future distribution of one Share with respect to each vested Stock Unit
credited to the Participant’s Restricted Stock Subaccount relating to such Deferral Election
upon the expiration of the applicable Designated Deferral Period.




     (2) Each Deferred Share subject to a Deferral Election will be automatically cancelled
as of the first day of the Plan Year to which such Deferral Election relates (or by such
later date on which the related award is made or as may be specified by the Committee in
accordance with Section 409A of the Code) and will be replaced with a corresponding Stock
Unit credited to the Participant’s Deferred Share Subaccount in accordance with Section 4.3.
Stock Units credited to a Participant’s Deferred Share Subaccount shall vest or be
forfeited by the Participant in the same manner, and subject to the same terms and
conditions, as applied to the Deferred Shares for which the Stock Units were substituted.
As a result of a valid Deferral Election with respect to Deferred Shares, the Participant
shall be entitled to a future distribution of one Share with respect to each vested Stock
Unit credited to the Participant’s Deferred Share Subaccount relating to such Deferral
Election upon the expiration of the applicable Designated Deferral Period.



     (b) Each Participant who has filed a Deferral Election with respect to an Eligible Equity
Award may file a Subsequent Deferral Election thereby electing to extend the Designated Deferral
Period with respect to the Participant’s Stock Units relating to such Deferral Election. A valid
Subsequent Deferral Election, if made, will extend the delivery date of the Shares represented by
the Stock Units subject thereto until the end of Participant’s Designated Deferral



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Period, as amended by such Subsequent Deferral Election. A Subsequent Deferral Election must
be filed with the Committee at the time and in the form prescribed by the Committee, in accordance
with such additional rules and procedures as may be established by the Committee in its sole
discretion. Once made, a Participant’s Subsequent Deferral Election shall be irrevocable.



     4.3 Stock Accounts.



     (a) The Committee shall establish and maintain a bookkeeping account in the name of each
Participant who makes a Deferral Election during the course of his or her participation in the
Plan. Each Participant’s Stock Account shall consist of the sum of the Stock Units credited to the
Participant’s Deferred Share Subaccount and Restricted Stock Subaccount. Each Participant’s Stock
Account (and the appropriate subaccount) shall be adjusted as follows:




     (1) as of the date specified in Section 4.2(a)(1) or (2) on which the Restricted Stock
or Deferred Shares subject to the Participant’s Deferral Election are cancelled, the
Participant’s Deferred Share Subaccount or Restricted Stock Subaccount, as the case may be,
shall be credited with that number of Stock Units equal to the number of Shares to which the
Deferral Election relates;




     (2) as of the date on which Shares are distributed to the Participant in accordance
with Section 4.5, the Participant’s Stock Account (and appropriate subaccount) shall be
reduced by an equal number of Stock Units; and




     (3) as of the date on which any Stock Units are forfeited by the Participant in
connection with a termination of the Participant’s employment with the Company or membership
on the Board prior to the time at which such Stock Units shall have vested as provided in
Section 4.2(a)(1) or (2), as the case may be, the Participant’s Stock Account (and
appropriate subaccount) shall be reduced by the number of Stock Units that are forfeited by
the Participant.


In the event of changes that impact the Company’s capital structure, or Share status, each
Participant’s Stock Account and the number of Stock Units credited thereto shall be equitably
adjusted by the Committee in its sole discretion in a manner consistent with adjustments made to
outstanding equity awards pursuant to the Company Equity Plans.




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     (b) Notwithstanding anything to the contrary in the Plan or in any Deferral Election
hereunder, in the event of a Change in Control of the Company all Stock Units previously credited
to a Participant’s Stock Account shall become fully and immediately vested. Moreover, in the event
of a 409A Change in Control, a Participant’s Designated Deferral Period(s) under the Plan shall
automatically end on the effective date of such 409A Change in Control and distribution shall be
made in a single payment on the tenth business day thereafter. However, if the Committee
determines to permit elections relating to distribution in the event of a 409A Change in Control (a
“Change in Control Election”), which elections shall apply only to amounts credited pursuant to
Deferral Elections made at the time of or after the Change in Control Election, a Participant may
elect that his otherwise applicable Designated Deferred Period(s) shall not end on the effective
date of such 409A Change in Control.



     4.4 Distribution of Shares from Stock Accounts; Forfeiture of Stock Units.



     (a) Subject to any limitation set forth in this Plan or any other limitations as may be
established by the Committee in its sole discretion, each Participant shall specify the payment
method with respect to his or her Stock Account at the time he or she makes a Deferral Election or
a Subsequent Deferral Election with respect to all or part of an Eligible Equity Award. A
Participant may elect to have his or her vested Stock Units with respect to any Eligible Equity
Award paid in the following manner following the expiration of the Participant’s Designated
Deferral Period with respect to such Eligible Equity Award:




	 	(1)	 	a single lump sum; or
	 
	 	(2)	 	equal or substantially equal monthly installments over a period
of between 12 and 120 months, as elected by the Participant.




Notwithstanding any Plan provision to the contrary, any payments or distributions with respect to
the vested Stock Units credited to a Participant’s Stock Account under this Plan shall in all cases


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be satisfied by the delivery by the Company of a number of Shares equal to the number of Stock
Units with respect to which such distribution is being made. Notwithstanding any Plan provision to
the contrary, in accordance with Sections 4.1(a) and 4.2(b) a Participant may make certain
modifications or further elections.




     (b) Notwithstanding anything to the contrary in this Plan, no distribution shall be made with
respect to any Stock Units that have not vested in accordance with the vesting provisions that
applied to the shares of Restricted Stock or Deferred Shares to which such Stock Units relate,
including the vesting provisions of Section 4.3(b) or any vesting which occurs by reason of the
Committee’s action to vest such Stock Units. In the event of a Participant’s Separation from
Service, any Stock Units that have not vested as of the date of such event in accordance with the
vesting and forfeiture provisions that applied to the related shares of Restricted Stock or Stock
Units shall be forfeited by the Participant for no consideration.



     4.5 Dividend Equivalent Payments.



     (a) Each Participant will be entitled to a cash payment of additional compensation from the
Company in an amount equal to the Dividend Equivalent Payments with respect to the Participant’s
Stock Units. Such amount shall, subject to the deferral election described in Section 4.5(b)
below, be paid to the Participant not later than five (5) business days following the date of
distribution of the dividend to which such Dividend Equivalent Payment relates.



     (b) If the Committee determines to permit deferral of Dividend Equivalent Payments relating to
an Eligible Equity Award, each Participant shall have the right to elect to defer the receipt of
all or part of the Dividend Equivalent Payments that would otherwise be paid to the Participant
pursuant to Section 4.5(a) as a result of that Eligible Equity Award. An election to defer the
receipt of all or part of the Dividend Equivalent Payments with respect to that Eligible



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Equity Award shall be made by written notice, in such form and at the time as the Committee
may prescribe; provided however that an election under this Section 4.5(b), to be valid,
must be made prior to January 1st of the calendar year in which such Eligible Equity Award is made
(or in the case of a newly eligible Participant, within the period described in Section 4.1(b)).
Once made, such election shall be effective to defer receipt of the designated portion, as
specified by the Participant, of the Dividend Equivalent Payments that would otherwise be made to
the Participant under Section 4.5(a) relating to that Eligible Equity Award. Any amounts that are
deferred pursuant to this Section 4.5(b) shall be credited to a Dividend Equivalent Account to be
maintained by the Company in the name of the Participant. Amounts that are deferred under this
Section 4.5(b) shall be payable to the Participant at the end of the Participant’s Designated
Deferral Period with respect to such Dividend Equivalent Payments. Once made, an election under
this Section 4.5(b) shall be irrevocable (except as may be permitted by the IRS in connection with
the promulgation of regulations or other guidance that may be issued under Section 409A of the
Code, or any successor provision of the Code).



     (c) Amounts paid to a Participant from the Participant’s Dividend Equivalent Account shall be
credited with earnings based on a reasonable rate of “interest” from the time credited until paid
at a rate to be determined by the Committee in its sole discretion.



     (d) Subject to any limitation set forth in this Plan or any other limitations as may be
established by the Committee in its sole discretion, each Participant shall specify the payment
method with respect to his or her Dividend Equivalent Account relating to any Eligible Equity Award
at the time he or she makes a Deferral Election or a Subsequent Deferral Election with respect to
such Dividend Equivalent Payments. A Participant may elect to have his or her Dividend Equivalent
Account relating to an Eligible Equity Award paid in the following manner



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following the expiration of the Participant’s Designated Deferral Period with respect to such
Dividend Equivalent Payments:




	 	(1)	 	a single lump sum; or
	 
	 	(2)	 	equal or substantially equal monthly installments over a period
of between 12 and 120 months, as elected- by the Participant.




All payments due under this Section 4.5 shall be paid in cash.




     (e) Each Participant who has filed a Deferral Election with respect to the Dividend Equivalent
Payments relating to any Eligible Equity Award may file a Subsequent Deferral Election thereby
electing to extend the Designated Deferral Period with respect to the Participant’s Dividend
Equivalent Account relating to such Eligible Equity Award. A valid Subsequent Deferral Election,
if made, will extend the payment date with respect to such portion of his Dividend Equivalent
Account until the end of Participant’s Designated Deferral Period, as amended by such Subsequent
Deferral Election. A Subsequent Deferral Election must be filed with the Committee at the time and
in the form prescribed by the Committee, in accordance with such additional rules and procedures as
may be established by the Committee in its sole discretion. Once made, a Participant’s Subsequent
Deferral Election shall be irrevocable.



     4.6 Unforeseeable Emergency Withdrawals. Notwithstanding any other provision of this
Plan to the contrary, payments may be made to a Participant from his or her vested Stock Account
and Dividend Equivalent Account in the event of an “unforeseeable emergency.” For purposes of this
Plan, a “unforeseeable emergency” shall mean a severe financial hardship to the Participant
resulting from a sudden and unexpected illness or accident of the Participant or of a dependent of
the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary
and unforeseeable circumstances arising as a result of events beyond the control of the
Participant. The circumstances that will constitute a “unforeseeable emergency” will depend



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upon the facts and circumstances of each case, but, in any event, payment may not be made to
the extent that such hardship is or may be relieved:




	 	(a)	 	through reimbursement or compensation by insurance or otherwise; or
	 
	 	(b)	 	by liquidation of the Participant’s assets, to the extent the liquidation of
such assets would not itself cause severe financial hardship; or
	 
	 	(c)	 	by cessation of deferrals under the Plan.




Examples of what are not considered to be unforeseeable emergencies include the need to send a
Participant’s child to college or the desire to purchase a home.




     4.7 Death or Disability. In the event a Participant’s service is terminated by reason
of death or disability prior to the distribution of any portion of his benefits, any other
provision of the Plan to the contrary notwithstanding, the Company shall, within ninety days of the
date of service termination, commence distribution of benefits to the Participant (or to the
beneficiary or beneficiaries in the event of death). For purposes of the Plan, a Participant will
be considered to have a “disability” if the participant is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period of not less than 12
months. Distribution shall be made in accordance with the method of distribution elected by the
Participant pursuant to this Article IV. In the event a Participant’s death or disability occurs
after distribution of benefits hereunder has begun, the Company shall continue to make
distributions to the Participant (or to the beneficiary or beneficiaries in the event of death) in
accordance with the methods of distribution elected by the Participant pursuant to this Article IV.



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ARTICLE V

MISCELLANEOUS




     5.1 Beneficiaries. Each Participant shall have the right to designate one or more
beneficiaries to receive distributions in the event of the Participant’s death by filing with the
Company a beneficiary designation on a form provided by the Committee. The designated beneficiary
or beneficiaries may be changed by a Participant at any time prior to his or her death by the
delivery to the Company of a new beneficiary designation form. If no beneficiary shall have been
designated, or if no designated beneficiary shall survive the Participant, distribution pursuant to
this provision shall be made to the Participant’s estate.



     5.2 Administration. Except for those powers and duties expressly reserved for the
Board hereunder, this Plan shall be administered by the Committee. The Committee shall have full
power to interpret and administer the Plan and full authority to select the individuals who will be
allowed to participate in this Plan. The Committee shall have the authority to adopt, alter and
repeal such rules, guidelines and practices governing this Plan, including the form and timing of
Deferral Elections and Subsequent Deferral Elections, as it shall, from time to time, deem
advisable. The Committee shall also have the authority to direct designated officers or employees
of the Company or other advisers to prepare such materials or perform such analysis as the
Committee deems necessary or appropriate, or to otherwise supervise the administration of this
Plan. All decisions of the Committee shall be binding upon all Participants and their respective
legal representatives, successors and assigns, and any and all persons claiming under or through
any of them, shall be bound by the determinations of the Committee. No member of the Committee
shall be liable to any Participant or to the Company for any determination made within the scope of
the administrative and interpretive functions granted by the Board. No



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member of the Committee shall participate in any discussion or determination involving his or
her own entitlement to benefits or the form of payment of such benefits.



     5.3 Reports. Until a Participant’s entire Stock Account and/or Dividend Equivalent
Account shall have been paid out in full or forfeited, the Company will furnish to the Participant
a report, at least annually, setting forth any changes in such accounts and the status of each such
account with respect to the vesting of amounts credited to such account and, solely in the case of
a Participant’s Dividend Equivalent Account, the amount of “interest” credited thereon under
Section 4.5 hereof.



     5.4 Assignment and Alienation of Benefits. The right of each Participant to payment
of any account hereunder shall not, to the extent permitted by law, be subject in any manner to
attachment or other legal process for the debts of such Participant, and no account shall be
subject to anticipation, alienation, sale, pledge, transfer, assignment or encumbrance.



     5.5 Employee and Shareholder Status. Nothing in the Plan shall interfere with nor
limit in any way the right of the Company to terminate any Participant’s employment at any time,
nor confer upon any Participant any right to continue in the employ of the Company, including but
not limited to a Participant’s membership on the Board. The Plan will not give any person any
right or claim to any benefits under the Plan unless such right or claim has specifically accrued
under the terms of the Plan. Participation in the Plan shall not create any rights in a
Participant (or any other person) as a shareholder of the Company until Shares are registered in
the name of the Participant (or such other person).



     5.6 Assets. No Participant or party claiming an interest in amounts deferred by or on
behalf of a Participant shall have any interest whatsoever in any specific asset of the Company.
To the extent that any party acquires a right to receive payments under the Plan, such right shall



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be equivalent to that of an unsecured general creditor of the Company. No assets shall be
segregated or earmarked in respect of any Stock Units, Dividend Equivalent Payments, Stock
Accounts, or Dividend Equivalent Accounts. The Plan and the crediting of Stock Accounts and/or
Dividend Equivalent Accounts hereunder shall not constitute a trust and shall be structured solely
for the purpose of recording an unsecured contractual obligation. All amounts payable pursuant to
the terms of this Plan shall be paid from the general assets of the Company. Notwithstanding the
above, the Company will establish a “rabbi trust” and will contribute to such trust, not later than
March 31st of each calendar year during which the Plan remains in existence or at such earlier time
or times as may be determined by the Company, that number of Shares equal to the number of Stock
Units credited to Participants’ Stock Accounts under the Plan. Distributions of Shares required to
be made by the Company to any Participant hereunder may be paid from the assets of such trust. In
addition, the Company will establish a separate “rabbi trust” and will contribute to such separate
trust, not later than March 31st of each calendar year during which the Plan remains in existence
or at such earlier time or times as may be determined by the Company, an amount in cash equal to
the amount of Participants’ aggregate Dividend Equivalent Account balances under the Plan.
Payments required to be made by the Company hereunder with respect to a Participant’s Dividend
Equivalent Account may be paid from the assets of such trust. Any “rabbi trust” established under
this Plan will not include provisions of the type described in Code Section 409A(b)(1) (relating to
non-U.S. trusts) or Code Section 409A(b)(2) (relating to a change in the Company’s financial
health). This Plan is intended to be an unfunded nonqualified deferred compensation plan which is
neither an “employee welfare benefit plan” nor an “employee pension benefit plan” within the
meaning of Section 3(1) or (2) of the Employee Retirement Income Security Act of 1974, as amended,
and



20









 







shall be interpreted and administered to the extent possible in a manner consistent with that
intent.



     5.7 Taxes. The Company shall not be responsible for the tax consequences under
federal, state or local law of any election made by any Participant under the Plan. The Company
shall have the right to deduct from any payment to be made pursuant to this Plan, or to otherwise
require prior to the payment or distribution of any amount hereunder, payment by the Participant of
any federal, state or local taxes required by law to be withheld with respect to any such payment
or distribution to the Participant. In addition, to the extent the Company shall be required,
prior to the date on which payments or other distributions are to be made to a Participant under
this Plan, to withhold any taxes in connection with any Stock Units or Dividend Equivalent Payments
credited to a Participant’s accounts under this Plan, the Participant agrees that the Company shall
have the right to withhold such taxes from compensation or fees otherwise payable to the
Participant or to otherwise require direct payment of such withholding taxes by the Participant to
the Company.



     5.8 Amendment or Termination. Notwithstanding any other provision of this Plan, the
Board may at any time, and from time to time, amend, in whole or in part, any or all of the
provisions of the Plan, or suspend or terminate it entirely; provided, however that any such
amendment, suspension or termination shall not, without the Participant’s consent, adversely affect
the rights including but not limited to forfeiture or accelerated vesting of any Stock Units or
Dividend Equivalent Payments previously credited to the Participants’ Stock Accounts or Dividend
Equivalent Accounts prior to the effective date of such amendment, suspension or termination.



21









 





     5.9 Effective Date. This Plan was adopted by the Board effective as of January 1,
2005 (the “Effective Date”), and is amended and restated as set forth herein effective January 1,
2009 and such other dates as are specified herein and shall remain in effect until terminated
pursuant to Section 5.8.



     5.10 Applicable Law. This Plan shall be interpreted under the laws of the State of
Ohio.



* * *




          IN WITNESS WHEREOF, the Company has caused this Plan to be executed this 22nd day of December,
2008.




	 	 	 	 	 
	 	DEVELOPERS DIVERSIFIED
REALTY CORPORATION

 	 
	 	BY:  	/s/ Nan R. Zieleniec
 	 
	 	 	Nan R. Zieleniec 	 
	 	 	 	 
	 




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