0000950152-06-009133 Sample Contracts

OUTPERFORMANCE LONG-TERM INCENTIVE PLAN AGREEMENT
Outperformance Long-Term Incentive Plan Agreement • November 9th, 2006 • Developers Diversified Realty Corp • Real estate investment trusts • Ohio

This Outperformance Long-Term Incentive Plan Agreement (this “Agreement”) is effective as of January 1, 2005, by and between Developers Diversified Realty Corporation, an Ohio corporation (the “Company”), and Scott A. Wolstein (the “Grantee”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 9th, 2006 • Developers Diversified Realty Corp • Real estate investment trusts • Ohio

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is entered into as of the 6th day of November, 2006, between Developers Diversified Realty Corporation, an Ohio corporation (the “Company”), and Richard E. Brown (the “Executive”).

AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • November 9th, 2006 • Developers Diversified Realty Corp • Real estate investment trusts • Ohio

THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (this “Agreement”), is between Developers Diversified Realty Corporation, an Ohio corporation (the “Employer”), and Joan U. Allgood (“Executive”) made this 6th day of November, 2006.

STOCK OPTION AGREEMENT (Incentive Stock Option Grant to Executive Officers)
Stock Option Agreement • November 9th, 2006 • Developers Diversified Realty Corp • Real estate investment trusts • Ohio

THIS AGREEMENT is made as of , by and between DEVELOPERS DIVERSIFIED REALTY CORPORATION, an Ohio corporation (the “Company”), and , an individual (the “Holder”).

RESTRICTED SHARES AGREEMENT
Restricted Shares Agreement • November 9th, 2006 • Developers Diversified Realty Corp • Real estate investment trusts • Ohio

Developers Diversified Realty Corporation, an Ohio corporation (the “Company”), has granted to (the “Holder”), (___) of the Company’s Common Shares, without par value (the “Restricted Shares”). The Restricted Shares have been granted pursuant to the Developers Diversified Realty Corporation 2004 Equity-Based Award Plan (the “Plan”) and are subject to all provisions of the Plan, which are hereby incorporated herein by reference, and to the following provisions of this Agreement (capitalized terms not defined herein are used as defined in the Plan):

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