<PAGE>
                                                                               .
                                                                               .
                                                                               .
                                                                     Exhibit 4.2


   NUMBER
DR-

<Table>
<S>                                 <C>                                        <C>
               [DEVELOPERS DIVERSIFIED REALTY CORPORATION LOGO]

                                                                                    RECEIPT FOR DEPOSITARY SHARES,
                                                                                        EACH REPRESENTING 1/20
                                    [GRAPHIC]                                           OF A SHARE OF CLASS H
                                                                                        CUMULATIVE REDEEMABLE
                                                                                           PREFERRED SHARES


                                                                                   THIS CERTIFICATE IS TRANSFERABLE IN
                                                                                      CLEVELAND, OH OR NEW YORK, NY


          INCORPORATED UNDER THE LAWS                                                       CUSIP  251591 82 2
            OF THE STATE OF OHIO                                                SEE REVERSE SIDE FOR CERTAIN DEFINITIONS

</Table>

                   DEVELOPERS DIVERSIFIED REALTY CORPORATION

National City Bank, as Depositary (the "Depositary"), hereby certifies that





is the registered owner of                                  DEPOSITARY SHARES

("Depositary Shares"), each Depositary Share representing 1/20 of one share of
7 3/8% Cass H Cumulative Redeemable Preferred Shares, without par value ("the
Shares") ($500.00 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 July 28, 2003 (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:


                        NATIONAL CITY BANK
                        (CLEVELAND, OHIO)
                                               DEPOSITARY
                      By

<PAGE>
        The Depositary Shares evidenced by this Depositary Receipt are subject
to restrictions on ownership and 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 the provisions of the Corporation's
Amended and Restated Articles of Incorporation, as amended, 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 Amended and Restated Articles of Incorporation, as
amended, a copy of which will be sent without charge to each shareholder who so
requests. If the restrictions on ownership are violated, the Preferred Shares
represented by the Depositary Shares evidenced by this Depositary Receipt will
be subject to repurchase, by the Corporation on the terms and conditions set
forth in the Corporation's Amended and Restated Articles of Incorporation, as
amended.


                  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 AMENDED AND RESTATED ARTICLES OF INCORPORATION, AS
AMENDED, WITH RESPECT TO THE 7 3/8% CLASS H 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 instructions on the face
of this receipt 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                   ------         -------
JT TEN  - as joint tenants with right                    (Cust)         (Minor)
          of survivorship and not as            under Uniform Gifts to Minors
          tenants in common                     Act
                                                    ------------------
                                                         (State)

      Additional abbreviations may 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 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.