exv4w1






Exhibit 4.1




	 	 	 
	COMMON SHARES

	 	COMMON SHARES
THIS CERTIFICATE IS TRANSFERABLE
IN JERSEY CITY, NJ, NEW YORK, NY

AND PITTSBURGH, PA






	 	 	 
	DEVELOPERS 

DIVERSIFIED

     REALTY
	 	 
	 
	 	 
	INCORPORATED UNDER THE LAWS

     OF THE STATE OF OHIO

	 	CUSIP 251591 10 3

SEE REVERSE FOR CERTAIN DEFINITIONS






Developers Diversified Realty Corporation



THIS CERTIFIES THAT



IS THE OWNER OF




FULLY PAID AND NONASSESSABLE COMMON SHARES, WITHOUT PAR VALUE OF



Developers Diversified Realty Corporation transferable on the books of the Corporation by the holder hereof in pension or by
duly authorized attorney upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby
are issued and shall be held subject to all the provisions of the Articles of Incorporation and amendments thereto as filed in the
office of the Secretary of State of Ohio, to which the holder by acceptance hereof, assents. This certificate is not valid unless
countersigned and registered by the Transfer Agent and Registrar.




     To Witness Whereof, the Corporation has caused this certificate to be executed by the facsimile signatures of its duly
authorized officers.


Dated:



COUNTERSIGNED AND REGISTERED

     MELLON INVESTOR SERVICES LLC

          TRANSFER AGENT AND REGISTRAR




	 	 	 	 	 	 	 
	BY

	 	 	 	/s/ Joan U. Allgood
	 	/s/ Scott A. Wolstien
	 

	 	 
	 	 
	 	 
	 
	 

	 	 	 	SECRETARY
	 	CHAIRMAN OF THE BOARD





                AUTHORIZED SIGNATURE










 









 









Developers Diversified Realty Corporation




     THE COMMON SHARES REPRESENTED BY THIS CERTIFICATE 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 COMMON SHARES IN EXCESS OF
5.0% OF THE OUTSTANDING COMMON SHARES OF THE CORPORATION (UNLESS SUCH PERSON IS AN EXEMPT HOLDER OR
AN EXISTING HOLDER). NO PERSON MAY CONSTRUCTIVELY OWN COMMON SHARES IN EXCESS OF 9.8% OF THE
OUTSTANDING COMMON SHARES OF THE CORPORATION AND NO PERSON MAY ACQUIRE BENEFICIAL OWNERSHIP OF ANY
COMMON SHARES AFTER THE EFFECTIVE DATE IF, AS A RESULT OF SUCH ACQUISITION, THE FAIR MARKET VALUE
OF THE SHARES OWNED DIRECTLY AND INDIRECTLY BY NON-U.S. PERSONS WOULD COMPRISE MORE THAN 49% OF THE
FAIR MARKET VALUE OF THE ISSUED AND OUTSTANDING COMMON SHARES. ANY PERSON WHO ATTEMPTS TO
BENEFICIALLY OWN OR CONSTRUCTIVELY OWN COMMON SHARES IN EXCESS OF THE ABOVE LIMITATIONS MUST
IMMEDIATELY NOTIFY THE CORPORATION. ALL CAPITALIZED ITEMS 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 SHAREHOLDER WHO SO REQUESTS. IF THE RESTRICTIONS ON
TRANSFER ARE VIOLATED, CERTAIN OF THE COMMON SHARES REPRESENTED HEREBY WILL BE TRANSFERRED
AUTOMATICALLY AND BY OPERATION OF LAW TO A TRUST AND SHALL BE DESIGNATED SHARES-IN-TRUST.



     The abbreviations below, 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.
Additional abbreviations may also be used though not included below.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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 
	 	
 

	 	 	 	 	  tenants in common	 

	(State)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 

	 	UNIF GIFT MIN ACT-
	 	  

	 	custodian
	 	  

	 	 	 
	 	 

	 	 	 	(Cust)
	 	 	 	     (Minor)
	 	 	 	 	 	 	under Uniform Transfer to Minors
	 	 	 	 	 
	 	Act of
 

	 	 	 	 	 	 

	(State)






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



FOR VALUE RECEIVED                                                                                  HEREBY SELL, ASSIGN AND TRANSFER UNTO




	 	 	 
	      PLEASE INSERT SOCIAL SECURITY OR OTHER

           IDENTIFYING NUMBER OF ASSIGNEE
	 	 
	 
	 	 
	 
	 	 
	 


	 	 






 





(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)




 





 





 





 


OF THE SHARES REPRESENTED BY THE WITHIN CERTIFICATE AND DO HEREBY IRREVOCABLY CONSTITUTE AND APPOINT




                                                                                                                                                                                                        ATTORNEY,

TO TRANSFER THE SAID SHARES ON THE BOOKS OF THE WITHIN NAMED CORPORATION, WITH FULL POWER OF
SUBSTITUTION IN THE PREMISES.




	 	 	 	 	 	 
	DATED

	 	 
	 	x	 
	 

	 	 
	 	 	 
	 
	 	 	 	 	 
	Signatures Guaranteed	 	x	 
 
	 
	 	 	 	 	 
	 

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






	 	 	 	 	 	 
	By 	 	 	 	 	 
	 

	 	 
	 	 	 
	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