EX-4.11



 





Exhibit 4.11




DIRECTORS’ DEFERRED COMPENSATION PLAN

(As Amended and Restated on November 8, 2000)



     Developers Diversified Realty Corporation (the “Company”) desires to establish a Directors’
Deferred Compensation Plan (the “Plan”) to assist it in attracting an retaining persons of
competence and stature to serve as outside directors by giving them the option of deferring receipt
of the fees payable to them by the Company for their services as directors.



     Therefore, the Company hereby adopts the Plan as hereinafter set forth:



     1. Effective Date. The Plan shall apply to all elections to defer made after its
adoption and shall be applicable to all directors’ fees payable with respect to periods commencing
with the Company’s fiscal quarter which began April 1, 1994.



     2. Participation. Each director of the Company (a) who is duly elected to the
Company’s Board of Directors and (b) who receives fees for services as a director, may elect to
defer receipt of fees otherwise payable to him, as provided for in the Plan. Each such director
who elects to defer fees shall be a Participant in the Plan.



     3. Administration. The Company’s Board of Directors appoints David M. Jacobstein and
James A. Schoff, directors and officers of the Company who are not eligible to become Participants,
to act as the Administrators of the Plan (“Administrators”). They shall serve at the pleasure of
the Board of Directors and shall administer, construe and interpret the Plan. The Administrators
shall not be liable for any act done or determination made in good faith. The Board of Directors
shall have the power to designate additional or replacement Administrators at its discretion.



     4. Deferrals.



     (a) Deferral Election. Any eligible director may file with the Company, and/or the
Administrators of the Plan, an election in writing to participate in the Plan with respect to fees
for services to be rendered after the date of such election. When a deferral election is filed, no
fees will be paid for services so designated for the year (or portion thereof) and all succeeding
years. If an election has been filed to participate in the Plan and a Participant wishes to
discontinue deferral of future fees, an election to terminate participation in the Plan for any
year must be filed prior to January 1 of that year.



 









 





     (b) Accounting. Appropriate records shall be maintained by the Company (“Deferral
Accounts”) which shall list and reflect each Participant’s credits and valuations. The Company
shall credit to each Participant’s Deferral Account an amount equivalent to the fees that would
have been paid to him if he had not elected to participate in the Plan. The credit shall be made
on the date on which the fee would have been paid absent a deferral election. No funds shall be
segregated into the Deferral Accounts of Participants; said Accounts shall represent general
unsecured obligations of the Company.



     (c) Valuation. Until the first distribution to a Participant, amounts credited to a
Deferral Account of such Participant shall be increased or decreased as measured by the market
value of the Company’s Common Shares plus the value of dividends or other distributions on the
Company’s Common Shares. Each amount credited to a Deferral Account shall be assigned a number of
Share Units (including fractions of a Share) determined by dividing the amount credited to the
Deferral Account, whether in lieu of payment of fees for service as a director or as a dividend or
other distribution attributable to such Share Units, by the fair market vale of share of the
Company’s Common Shares on the date of credit. Fair market value shall be the mean between the
high and low selling price of a share of the Company’s Common Share on the New York Stock Exchange
on the concerned date or, if no sales occurred on such date, on the most recent preceding date on
which sales occurred. Each Share Unit shall have the value of a Common Share of the Company. The
number of Share Units shall be adjusted to reflect stock splits, stock dividends or other capital
adjustments effected without receipt of consideration by the Company.



     5. Distribution. A Participant shall elect in writing, at the time he makes each
deferral election under subparagraph 4(a), the date on which distribution of the credit to his
Deferral Account to which the deferral election relates shall commence and the method of
distribution, as permitted hereunder. In the event a Participant continues to serve as a director
of the Company on the date two years prior to the date distributions are to commence, such
Participant may elect on or before such date in writing to defer further the commencement of
distributions hereunder. Payment shall commence not earlier than the January 1 following year in
which the Participant attains age 55, and not later than the January 1 following the year in which
the Participant attains age 72. Commencing immediately prior to the first distribution to a
Participant and continuing thereafter, amounts credited to the Deferral Account of such Participant
shall be credited with interest, compounded quarterly, calculated at a rate per annum equal to the
prime rate of interest as published in The Wall Street Journal in effect on the first day
of each fiscal quarter of the Company. Payment may be made in one lump sum, or five or ten equal
annual installments of the Deferral Account balance allocated to each installment payments
determined as of the December 31 immediately preceding commencement of distribution, with each
payment accompanied by any interest credited during the period proceeding payment of the
installment. The time of and method of distribution of benefits may vary with each separate
election, but except as otherwise provided herein, each election shall be irrevocable. The
Deferral Accounts do not represent rights to acquire the Company’s Common Shares; payment shall
only be made in cash.



 









 





     6. Death or Disability.



     (a) 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, the Company shall, within ninety (90) 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). Distribution shall be made in accordance with
the method of distribution elected by the Participant pursuant to paragraph 5 hereof. 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 paragraph 5 hereof.



     (b) 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. The designated beneficiary or beneficiaries may be changed by a
Participant at any time prior to his 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.



     7. Assignment and Alienation of Benefits. The right of the each Participant to any
account, benefit or payment 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,
benefit or payment shall be subject to anticipation, alienation, sale, transfer, assignment or
encumbrance.



     8. Amendment or Termination. The Board of Directors of the Company may amend or
terminate this Plan at any time and from time to time. Any amendment or termination of this Plan
shall not affect the rights of a Participant accrued prior thereto without his written consent.



     9. Taxes. The Company shall not be responsible for the tax consequences under federal,
state or local law of any lection made by any Participant under the Plan. All payments under the
Plan shall be subject to withholding and reporting requirements to the extent permitted by
applicable law.



     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, as amended and restated, to be executed
by its President this 12th day of December, 2000.



	 	 	 	 	 
	 	DEVELOPERS DIVERSIFIED

REALTY CORPORATION

 	 
	 	By:  	/s/ David M. Jacobstein
 	 
	 	 	David M. Jacobstein, President  	 
	 	 	and Chief Operating Officer 	 
	 




 









 





FIRST AMENDMENT

TO THE

DEVELOPERS DIVERSIFIED REALTY CORPORATION

DIRECTORS’ DEFERRED COMPENSATION PLAN




     WHEREAS, Developers Diversified Realty Corporation (the “Company”) adopted the Developers
Diversified Realty Corporation Directors’ Deferred Compensation Plan (the “Plan”), most recently
amended and restated effective November 8, 2000;



     WHEREAS, the Company desires to amend such Plan;



     NOW, THEREFORE, pursuant to the power reserved to the Company in Section 8 of the Plan, the
Company hereby amends the Plan in the following particulars:



     1. Effective as of January 1, 2004, by substituting the phrase “one year” for the phrase “two
years” in the second sentence of Section 5 of the Plan.



     2. Effective as of January 1, 2005, by adding the following Supplement A to the Plan
immediately following Section 10 thereof;



“Supplement A




Deferral Elections Designed to Comply with Transition Guidance under the

American Jobs Creation Act of 2004





A-1. Introduction. The Company maintains the Plan, under which
Participants made deferrals of directors’ fees payable prior to
January 1, 2005. Effective as of January 1, 2005, the Company will
establish a new 2005 Directors’ Deferred Compensation Plan (the ‘2005
Plan’) to allow eligible participants to make deferrals of directors’
fees payable on and after January 1, 2005. The 2005 Plan is designed
to comply with the provisions of the American Jobs Creation Act of
2004 (the ‘Jobs Act’) and Section 409A of the Internal Revenue Code
(the ‘Code’) and the regulations thereunder. However, except as
provided in this Supplement A, this Plan is not subject to the Jobs
Act and Section 409A of the Code.




A-2. Deferral Elections Designed to Comply with the Jobs Act. In
accordance with Q&A-21 of IRS Notice 2005-1, Plan Participants shall
have the right to file deferral elections relating to 2005 directors’
fees that are not yet payable (‘Transition Deferral Elections’)
prior to March 15,



 









 







2005. Any amounts deferred pursuant to a Transition Deferral Election shall be
subject to the requirements and restrictions of the Jobs Act and Section 409A of the
Code.




A-3. Separate Accounting of Contributions. Beginning January 1, 2005, the
Company shall separately account for all amounts under the Plan that
are subject to the Jobs Act and Section 409A of the Code. Such
amounts shall be kept separate from all amounts that are not subject
to said requirements.




A-4. Revocation and Modification of 2005 Deferral Elections. In accordance
with Q&A-20 of IRS Notice 2005-1 and the IRS proposed regulations
under Section 409A of the Code, Plan Participants shall have the
right to cancel a deferral election or reduce the amount of
directors’ fees deferred for the 2005 calendar year at any time
during 2005.




A-5. Modification of Distribution Elections Applicable to Jobs Act
Accounts. In accordance with Q&A-19(c) of IRS Notice 2005-1 and the
IRS proposed regulations under Section 409A of the Code, during 2005
and 2006, Plan Participants shall have the right to modify their
elections with respect to the form and timing of payment of their
Jobs Act Accounts, notwithstanding any restrictions of the Jobs Act
and Section 409A of the Code that generally become applicable
effective January 1, 2005. A modification made during 2006 pursuant
to this paragraph A-5 shall only apply to amounts that would not
otherwise be payable in 2006 and may not cause an amount to be paid
in 2006 that otherwise would not be payable in such year.




A-6. Use of Terms. Terms used in this Supplement A with respect to the
Plan shall, unless defined in this Supplement A, have the meanings of
those terms as defined in the Plan.”



     IN WITNESS WHEREOF, the undersigned duly authorized officer of the Company has executed this
instrument this 19th day of December, 2005.



	 	 	 	 	 
	 	DEVELOPERS DIVERSIFIED REALTY

CORPORATION

 	 
	 	By:  	/s/ Joan U. Allgood
 	 
	 	 	Joan U. Allgood 	 
	 	 	Title:  	Executive Vice President 	 
	 



 









 






SECOND AMENDMENT

TO

DEVELOPERS DIVERSIFIED REALTY CORPORATION

DIRECTORS’ DEFERRED COMPENSATION PLAN




          WHEREAS, Developers Diversified Realty Corporation (the “Company”) maintains the Developers
Diversified Realty Corporation Directors’ Deferred Compensation Plan (the “Plan”), under an
instrument amended and restated effective November 8, 2000, as amended on one subsequent occasion;
and




          WHEREAS, the Company desires further to amend such Plan, but not in any manner constituting a
material modification for purposes of Section 409A of the Internal Revenue Code;




          NOW, THEREFORE, pursuant to the power reserved to the Company in paragraph 8 of the Plan, the
Company hereby amends the Plan in the following particulars:





     1. Effective as of May 8, 2007, by replacing the Administrators named in paragraph 3 of the
Plan with Joan U. Allgood and Nan R. Zieleniec.



     2. Effective as if originally set forth in the Plan, by restating the third sentence of
subparagraph 4(c) to provide as follows:




Fair market value shall be the closing price of a share of the Company’s
Common Shares on the New York Stock Exchange on the day preceding the
concerned date or, if no sales occurred on such preceding date, on the most
recent preceding date on which sales occurred.



     3. Effective as if originally set forth in the Plan, by restating the fourth sentence of
paragraph 5 to provide as follows:




Commencing immediately prior to the first distribution to a Participant and
continuing thereafter, amounts credited to the Deferral Account of such
Participant shall be credited with earnings equal to the value of dividends
or other distributions on the Company’s Common Shares as if each Share Unit
were a Common Share, and such earnings amount shall be assigned the
appropriate number of additional Share Units as described in paragraph 4.



          IN WITNESS WHEREOF, the undersigned duly authorized officer of the Company has executed this
instrument this 7th day of November, 2007.




	 	 	 	 	 
	 	DEVELOPERS DIVERSIFIED REALTY

CORPORATION

 	 
	 	By:  	/s/ Joan U. Allgood
 	 
	 	 	Joan U. Allgood, Executive Vice President