Exhibit 4

                      INLAND RETAIL REAL ESTATE TRUST, INC.

                        DISTRIBUTION REINVESTMENT PROGRAM

     Inland Retail Real Estate Trust, Inc., a Maryland corporation (the
"Company"), pursuant to its Third Amendment and Restatement of Charter, as
amended (the "Charter"), has adopted a Distribution Reinvestment Program (the
"DRP"), the terms and conditions of which are set forth below. Capitalized terms
are defined in Section X of this program, unless otherwise defined herein.

          i.    PARTICIPATION. As agent for the Stockholders who purchase Shares
     from the Company pursuant to the Company's public offering of its Shares
     (the "Offering") and elect to participate in the DRP (the "Participants"),
     the Company will apply all distributions, paid with respect to the Shares
     held by each Participant (the "Distributions"), including Distributions
     paid with respect to any full or fractional Shares acquired under the DRP,
     to the purchase of the Shares for said Participants directly, if permitted
     under state securities laws and, if not, through the Dealer Manager or
     Soliciting Dealers registered in the Participant's state of residence.
     Neither the Company nor its Affiliates will receive a fee for selling
     Shares under the DRP.

          ii.   PROCEDURE FOR PARTICIPATION. Any Stockholder who purchases
     Shares pursuant to the Company's Offering may elect to become a Participant
     by completing and executing the Subscription Agreement or other appropriate
     authorization form as may be available from the Company, the Dealer Manager
     or the Soliciting Dealer. Participation in the DRP will begin with the next
     Distribution payable after receipt of a Participant's subscription or
     authorization. Shares will be purchased under the DRP on the record date
     for the Distribution used to purchase the Shares. Distributions for Shares
     acquired under the DRP will be paid at the same time as Distributions are
     paid on Shares purchased outside the DRP and are calculated with a daily
     record and Distribution declaration date. Each Participant agrees that if,
     at any time prior to listing of the Shares on a national stock exchange or
     inclusion of the Shares for quotation on a national market system, he or
     she fails to meet the suitability requirements for making an investment in
     the Company or cannot make the other representations or warranties set
     forth in the Subscription Agreement, he or she will promptly so notify the
     Company in writing.

          iii.  PURCHASE OF SHARES. Participants will acquire Shares from the
     Company at a fixed price of $9.50 per Share until the first to occur of (i)
     the termination of the Offering, or (ii) the public offering price per
     Share in the Offering is increased above $10 per share. Thereafter,
     Participants will acquire Shares from the Company at a price equal to 95%
     of the Market Price of a Share on the date of purchase until such time as
     the Company's Shares are listed on a national stock exchange or included
     for quotation on a national market system. In the event of such listing or
     inclusion, Shares purchased by the Company for the DRP will be purchased on
     such exchange or market, at the prevailing market price, and will be sold
     to Stockholders at such price. The discount per Share is never intended to
     exceed 5% of the current Market Price of a Share on the date of purchase.
     Participants in the DRP may also purchase fractional Shares so that 100% of

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     the Distributions will be used to acquire Shares. However, a Participant
     will not be able to acquire Shares under the DRP to the extent such
     purchase would cause it to exceed the Ownership Limit or other Share
     ownership restrictions imposed by the Charter.

     It is possible that a secondary market will develop for the Shares, and
     that the Shares may be bought and sold on the secondary market at prices
     lower or higher than the $9.50 per Share price which will be paid under the
     DRP.

     The Company shall endeavor to acquire Shares on behalf of Participants at
     the lowest price then available. However, the Company does not guarantee or
     warrant that the Participant will be acquiring Shares at the lowest
     possible price.

     If the Company's Shares are listed on a national stock exchange or included
     for quotation on a national market system, the reservation of any Shares
     from the Offering for issuance under the DRP, which have not been issued as
     of the date of such listing or inclusion, will be canceled, and such Shares
     will continue to have the status of authorized but unissued Shares. Those
     unissued Shares will not be issued unless they are first registered with
     the Securities and Exchange Commission (the "Commission") under the Act and
     under appropriate state securities laws or are otherwise issued in
     compliance with such laws.

     It is understood that reinvestment of Distributions does not relieve a
     Participant of any income tax liability which may be payable on the
     Distributions.

          iv.   SHARE CERTIFICATES. Within 90 days after the end of the
     Company's fiscal year, the Company will issue certificates evidencing
     ownership of Shares purchased through the DRP during the prior fiscal year.
     The ownership of the Shares will be in book-entry form prior to the
     issuance of such certificates.

          v.    REPORTS. Within 90 days after the end of the Company's fiscal
     year, the Company will provide each Participant with an individualized
     report on his or her investment, including the purchase date(s), purchase
     price and number of Shares owned, as well as the dates of distribution and
     amounts of Distributions received during the prior fiscal year. The
     individualized statement to Stockholders will include receipts and
     purchases relating to each Participant's participation in the DRP including
     the tax consequences relative thereto.

          vi.   TERMINATION BY PARTICIPANT. A Participant may terminate
     participation in the DRP at any time, without penalty, by delivering to the
     Company a written notice. Prior to listing of the Shares on a national
     stock exchange or inclusion of the Shares for quotation on a national
     market system, any transfer of Shares by a Participant to a non-Participant
     will terminate participation in the DRP with respect to the transferred
     Shares. If a Participant terminates DRP participation, the Company will
     provide the terminating Participant with a certificate evidencing the whole
     shares in his or her account and a check for the cash value of any
     fractional share in such account. Upon termination of DRP participation,
     Distributions will be distributed to the Stockholder in cash.

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          vii.  AMENDMENT OR TERMINATION OF DRP BY THE COMPANY. The Directors of
     the Company may by majority vote (including a majority of the Independent
     Directors) amend or terminate the DRP for any reason upon 30 days' written
     notice to the Participants.

          viii. LIABILITY OF THE COMPANY. The Company shall not be liable for
     any act done in good faith, or for any good faith omission to act,
     including, without limitation, any claims or liability: (a) arising out of
     failure to terminate a Participant's account upon such Participant's death
     prior to receipt of notice in writing of such death; and (b) with respect
     to the time and the prices at which Shares are purchased or sold for a
     Participant's account. To the extent that indemnification may apply to
     liabilities arising under the Act or the securities laws of a state, the
     Company has been advised that, in the opinion of the Commission and certain
     state securities commissioners, such indemnification is contrary to public
     policy and, therefore, unenforceable.

          ix.   GOVERNING LAW. This DRP shall be governed by the laws of the
     State of Maryland. However, causes of action for violations of federal or
     state securities laws shall not be governed by this Section IX.

          x.    DEFINED TERMS.

          "ACT" means the Securities Act of 1933, as amended, and the Rules and
     Regulations promulgated thereunder.

          "AFFILIATE" means, with respect to any other Person: (i) any Person
     directly or indirectly owning, controlling or holding, with the power to
     vote 10% or more of the outstanding voting securities of such other Person;
     (ii) any Person 10% or more of whose outstanding voting securities are
     directly or indirectly owned, controlled or held, with the power to vote,
     by such other Person; (iii) any Person directly or indirectly controlling,
     controlled by or under common control with such other Person; (iv) any
     executive officer, director, trustee or general partner of such other
     Person; and (v) any legal entity for which such Person acts as an executive
     officer, director, trustee or general partner.

          "DEALER MANAGER" means Inland Securities Corporation, one of the
     Inland Group Affiliated Companies.

          "DIRECTORS" means the members of the Board of Directors of the
     Company, including the Independent Directors.

          "INDEPENDENT DIRECTORS" means the Directors who: (i) are not
     affiliated and have not been affiliated within the two years prior to their
     becoming an Independent Director, directly or indirectly, with the Company,
     the Sponsor, or the Advisor, whether by ownership of, ownership interest
     in, employment by, any material business or professional relationship with,
     or as an officer or director of the Company, the Sponsor, the Advisor or
     any of their Affiliates; (ii) do not serve as a director or trustee for
     more than two other REITs organized by the Company or the Advisor; and
     (iii) perform no other services for the Company, except as Directors. For
     this purpose, an indirect relationship shall include circumstances in which
     a member of the immediate family of a

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     Director has one of the foregoing relationships with the Company, the
     Sponsor, the Advisor or any of their Affiliates. For purposes of
     determining whether or not the business or professional relationship is
     material, the aggregate gross revenue derived by the prospective
     Independent Director from the Company, the Sponsor, the Advisor and their
     Affiliates shall be deemed material per se if it exceeds 5% of the
     prospective Independent Directors: (i) annual gross revenue, derived from
     all sources, during either of the last two years; or (ii) net worth, on a
     fair market value basis.

          "MARKET PRICE" means on any date the average of the Closing Price (as
     defined below) per Share for the five consecutive Trading Days (as defined
     below) ending on such date. The "Closing Price" on any date means the last
     sale price, regular way, or, in case no such sale takes place on such day,
     the average of the closing bid and asked prices, regular way, in either
     case as reported in the principal consolidated transaction reporting system
     with respect to securities listed or admitted to trading on the principal
     national securities exchange on which the Shares are listed or admitted to
     trading or, if the Shares are not listed or admitted to trading on any
     national securities exchange, the last quoted price, or if not so quoted,
     the average of the high bid and low asked prices in the over-the-counter
     market, as reported by The Nasdaq Stock Market, Inc. ("Nasdaq"), or, if
     Nasdaq is no longer in use, the principal automated quotation system that
     may then be in use or, if the Shares are not quoted by any such
     organization, the average of the closing bid and asked prices as furnished
     by a professional market maker making a market in the Shares selected by
     the Board, or if there is no professional market maker making a market in
     the Shares, the average of the last ten (10) sales pursuant to the Offering
     if the Offering has not concluded, or if the Offering has concluded, the
     average of the last ten (10) purchases by the Company pursuant to its Share
     Repurchase Program (the "SRP"), and if there are fewer than ten (10) of
     such purchases under the SRP, then the average of such lesser number of
     purchases, or, if the SRP is not then in existence, the price at which the
     Company is then offering Shares to the public if the Company is then
     engaged in a public offering of Shares, or if the Company is not then
     offering Shares to the public, the price at which a Stockholder may
     purchase Shares pursuant to the Company's Distribution Reinvestment Program
     (the "DRP") if such DRP is then in existence, or if the DRP is not then in
     existence, the fair market value of the Shares as determined by the
     Company, in its sole discretion. "Trading Day" shall mean a day on which
     the principal national securities exchange or national automated quotation
     system on which the Shares are listed or admitted to trading is open for
     the transaction of business or, if the Shares are not listed or admitted to
     trading on any national securities exchange or national automated quotation
     system, shall mean any day other than a Saturday, a Sunday or a day on
     which banking institutions in the State of Illinois are authorized or
     obligated by law or executive order to close. The term "regular way" means
     a trade that is effected in a recognized securities market for clearance
     and settlement pursuant to the rules and procedures of the National
     Securities Clearing Corporation, as opposed to a trade effected
     "ex-clearing" for same-day or next-day settlement.

          "NASD" means the National Association of Securities Dealers, Inc.

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          "OWNERSHIP LIMIT" means the prohibition on beneficial ownership of no
     more than 9.8%, in number of shares or value, of outstanding Equity Stock
     of the Company.

          "SHARES" means the shares of voting common stock, par value $.01 per
     share, of the Company, and "SHARE" means one of those Shares.

          "SOLICITING DEALERS" means the dealer members of the NASD, designated
     by the Dealer Manager.

          "STOCKHOLDERS" means the holders of Shares.

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