exv4w2






Exhibit 4.2




	 	 	 
	DR

	RECEIPT FOR DEPOSITARY SHARES, EACH REPRESENTING 1/10 OF

A SHARE OF 8% CLASS G CUMULATIVE REDEEMABLE PREFERRED

SHARES






Developers Diversified Realty Corporation




	 	 	 
	THIS CERTIFICATE IS TRANSFERABLE IN JERSEY 

CITY, NJ, NEW YORK, NJ AND PITTSBURGH, PA

	 	CUSIP 251591 83 0
	 
	 	 
	INCORPORATED UNDER THE LAWS OF 

THE STATE OF OHIO

	 	SEE REVERSE FOR CERTAIN DEFINITIONS





Mellon Investor Services LLC, as Depositary (the “Depositary”), hereby certifies that




			
	 	 	 
	 	 	 
	is the registered owner of
	 	DEPOSITARY SHARES





(“Depositary Shares”), each Depositary Share representing 1/10 of one share of 8% Class G Cumulative Redeemable Preferred Shares,
without par value (the “Shares”) ($25.00 Liquidation Preference per Depositary Share), of Developers Diversified Realty
Corporation, a corporation duly organized and existing under the laws of the State of Ohio (the “Company”), on deposit with the
Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement dated as of October 26, 2009 (the “Deposit
Agreement”), among the Company, the Depositary and the holders from time to time of Receipts for Depositary Shares. By accepting
this Receipt, the holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement.
This Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it
shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized officer or, if a Registrar in
respect of the Receipt (other than the Depositary) shall have been appointed, by the manual signature of a duly authorized officer
of such Registrar.




	 	 	 	 	 
	Dated:                                                     	MELLON INVESTOR SERVICES LLC

Depositary

 	 
	 	By  	
 	 
	 	 	Authorized Signature 	 
	 	 	 	 



 









 






	 	 	 	 	 




     The Depositary Shares evidenced by this Depositary Receipt are subject to restrictions on
transfer for the purpose of the Corporation’s maintenance of its status as a Real Estate Investment
Trust under the Internal Revenue Code of 1986, as amended. Subject to certain provisions of the
Corporation’s Articles of Incorporation, no Person may Beneficially Own or Constructively Own
Depositary Shares representing shares of any series of any class of Preferred Shares in excess of
9.8% of the outstanding Preferred Shares of such series. Any Person who attempts to Beneficially
Own or Constructively Own Depositary Shares representing shares of any series of any class of
Preferred Shares in excess of the above limitations must immediately notify the Corporation. All
capitalized terms in this legend have the meanings defined in the Corporation’s Articles of
Incorporation, a copy of which, including the restrictions on transfer, will be sent without charge
to each Depositary Receipt holder who so requests. If the restrictions on transfer are violated,
certain of the Preferred Shares represented by the Depositary Shares evidenced by this Depositary
Receipt may be subject to repurchase by the Corporation on the terms and conditions set forth in
the Corporation’s Articles of Incorporation.



DEVELOPERS DIVERSIFIED REALTY CORPORATION




     DEVELOPERS DIVERSIFIED REALTY CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH REGISTERED
HOLDER OF RECEIPTS WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OF THE ARTICLES OF
INCORPORATION WITH RESPECT TO THE 8% CLASS G CUMULATIVE REDEEMABLE PREFERRED SHARES OF DEVELOPERS
DIVERSIFIED REALTY CORPORATION. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE
FACE OF THIS RECEIPT.



      





     The following abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full according to applicable laws or
regulations.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	TEN COM
	 	- as tenants in common

	 	UNIF GIFT MIN ACT-
	 	  

	 	Custodian
	 	  

	 	 	TEN ENT
	 	- as tenants by the entireties

	 	 	 	(Cust)
	 	 	 	     (Minor)
	 	 	JT TEN	 	- as joint tenants with right	 	under Uniform Gifts to Minors Act
	 	 	 	 	  of survivorship and not as 
	 	Act of
 

	 	 	 	 	  tenants in common	 

	(State)






Additional abbreviations may also be used though not in the above list.




ASSIGNMENT


For value
received,                                                             
 hereby sell(s), assign(s) and transfer(s) unto




	 	 	 	 	 
	 

	 	PLEASE INSERT SOCIAL SECURITY OR OTHER

    IDENTIFYING NUMBER OF ASSIGNEE
	 	 
	 
	 	 
	 
	 	 
	 	 	 





	 	 	 
	 
	 	 
	 
	 
	 	 
	 
	 	 
	 
	 
	 	 
	 
	 	 
	 

	 	 Depositary Shares
	represented by the within Receipt, and do hereby irrevocably constitute and appoint






	 	 	 
	 

	 	Attorney
	to transfer the said Depositary Shares on the books of the within named Depositary with full power
of substitution in the premises.






	 	 	 	 	 	 	 
	Dated
	 	  
	 	Signature(s):
	 	  

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	  

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME(S) AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER.







	 	 	 	 	 	 	 
	 

	 	 	 	Signature(s) Guaranteed:
	 	  

	 

	 	 	 	 	 	THE SIGNATURE(S) MUST BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS) WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM
PURSUANT TO S.E.C. RULE 17Ad-15.