8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: November 14, 2008

(Date of earlier event reported)

Inland Western Retail Real Estate Trust, Inc.

(Exact name of registrant as specified in the charter)

Maryland	000-51199	42-1579325
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer I.D. No.)

2901 Butterfield Road

Oak Brook, Illinois 60523

(Address of Principal Executive Offices)

(630) 218-8000

(Registrant’s telephone number including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-22(b)

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.23e-4(c)

Section 1 – Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on November 15, 2007, pursuant to an agreement and plan of merger, approved by Inland Western Retail Real Estate Trust, Inc.’s (the “Company”) shareholders on November 13, 2007, the Company acquired, through a series of mergers, four entities affiliated with our former sponsor, Inland Real Estate Investment Corporation, which entities provided business management/advisory and property management services to the Company.  Shareholders of the acquired companies received an aggregate of 37,500,000 shares of the Company’s common stock, valued under the merger agreement at $10.00 per share.  In connection with the closing of the mergers, the Company entered into an Escrow Agreement, dated as of November 15, 2007 (the “Escrow Agreement”), by and among Inland Real Estate Investment Corporation, the Company, IWEST Merger Agent, LLC and LaSalle Bank, N.A.  The Escrow Agreement was filed as Exhibit 10.531 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, as amended.

The Company recently entered into a First Amendment to Escrow Agreement, dated as of November 14, 2008 (the “Amendment”), by and among Inland Real Estate Investment Corporation, the Company, IWEST Merger Agent, LLC and Bank of America, N.A. as successor to LaSalle Bank, N.A.  A copy of the Amendment is attached to this Form 8-K as Exhibit 99.1, which Amendment is incorporated by reference into this filing in its entirety.  Among other things, the Amendment deleted the requirement to make an initial distribution of certain of the shares held in the escrow account on the first anniversary of the closing of the mergers.

Item 9.01

(d) Exhibits

Exhibit Number	Description
99.1	First Amendment to Escrow Agreement, dated as of November 14, 2008, by and among Inland Real Estate Investment Corporation, the Company, IWEST Merger Agent, LLC and Bank of America, N.A. as successor to LaSalle Bank, N.A.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
By:	/s/ Steven P. Grimes
Title:	Chief Operating Officer, Chief Financial Officer and
	Treasurer
Date:	November 20, 2008

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EXHIBIT INDEX

Exhibit Number	Description
99.1	First Amendment to Escrow Agreement, dated as of November 14, 2008, by and among Inland Real Estate Investment Corporation, the Company, IWEST Merger Agent, LLC and Bank of America, N.A. as successor to LaSalle Bank, N.A.

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EX-99.1

Exhibit 99.1

EXECUTION COPY

FIRST AMENDMENT TO ESCROW AGREEMENT

THIS FIRST AMENDMENT TO ESCROW AGREEMENT (this “Amendment”) is made and entered into as of the 14th day of November, 2008, by and among INLAND REAL ESTATE INVESTMENT CORPORATION, a Delaware corporation (“IREIC”); INLAND WESTERN RETAIL REAL ESTATE TRUST, INC., a Maryland corporation (“IWEST”); IWEST MERGER AGENT, LLC, in its capacity as agent (the “Agent”); and BANK OF AMERICA, N.A. AS SUCCESSOR TO LASALLE BANK, N.A., as escrow agent (“Escrow Agent”).

RECITALS:

A.            IREIC, IWEST, the Agent and the Escrow Agent are parties to that certain Escrow Agreement, dated as of November 15, 2007 (the “Escrow Agreement”).  Capitalized terms used but not defined in this Amendment, but defined in the Escrow Agreement, shall have the meanings given to them in the Escrow Agreement.

B.            The Escrow Agreement was entered into pursuant to that certain Agreement and Plan of Merger, dated as of August 14, 2007 (the “Merger Agreement”), by and among IWEST, certain acquisition subsidiaries of IWEST, IREIC, the Agent, Inland Western Retail Real Estate Advisory Services, Inc., Inland Southwest Management Corp., Inland Northwest Management Corp. and Inland Western Management Corp.

A.            IREIC, IWEST, the Agent and the Escrow Agent desire to amend the Escrow Agreement to eliminate the disbursement of Escrowed Shares on the Initial Disbursement Date.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.            Amendment to Escrow Agreement.

(a)           Section 4(a).  The contents of Section 4(a) of the Escrow Agreement shall be deleted in their entirety and shall now read “Intentionally Omitted”.

(b)           Section 4(b).  Section 4(b) of the Escrow Agreement shall be amended by adding the following sentence immediately prior to the beginning of the second sentence:

The term “Value of the Escrow” shall mean an amount equal to the product of (A) the total number of Escrowed Shares of IREIC and the Stockholders in the Escrow Fund as of such date and (B) Ten Dollars ($10.00) or, if the Escrowed Shares are listed on a national securities exchange, the average closing sales price of an Escrowed Share on such exchange for the twenty (20) trading days immediately preceding the second (2^nd) trading day immediately preceding such date (the “Market Price”).

2.            General Provisions.

(a)           Except as amended by this Amendment, the terms and provisions of the Escrow Agreement shall remain in full force and effect.

(b)           This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(c)           This Amendment may be executed and delivered by exchange of facsimile copies showing the signatures of IWEST, the Agent, IREIC and the Escrow Agent, and those signatures need not be affixed to the same copy.  The facsimile copies showing the signatures of IWEST, the Agent, IREIC and Escrow Agent will constitute originally signed copies of the same agreement requiring no further execution.

(d)           This Amendment shall be governed by and construed in accordance with the internal laws of the State of Illinois applicable to contracts made and performed entirely within the State of Illinois, without giving effect to any rules or laws that would cause the laws of any other jurisdiction to apply.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IWEST COUNTERPART SIGNATURE PAGE TO

FIRST AMENDMENT TO ESCROW AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first written above.

IWEST:

INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.

By:	/s/ Steven P. Grimes
	Name:		Steven P. Grimes
	Its:	COO/CFO

AGENT COUNTERPART SIGNATURE PAGE TO

FIRST AMENDMENT TO ESCROW AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first written above.

THE AGENT:

IWEST MERGER AGENT, LLC

By:	/s/ Elliot B. Kamenear
	Name:		Elliot B. Kamenear
	Its:	Vice President

IREIC COUNTERPART SIGNATURE PAGE TO

FIRST AMENDMENT TO ESCROW AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first written above.

IREIC:

INLAND REAL ESTATE INVESTMENT

CORPORATION

By:	/s/ Brenda Gail Gujral
	Name:		Brenda Gail Gujral
	Its:	President

ESCROW AGENT COUNTERPART SIGNATURE PAGE TO

FIRST AMENDMENT TO ESCROW AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first written above.

ESCROW AGENT:

BANK OF AMERICA, N.A.

AS SUCCESSOR TO LASALLE BANK, N.A.

By:	/s/ Mark L. LoIacono
	Name:		Mark L. LoIacono
	Its:	Vice President