SC 13D

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. __)

DEVELOPERS DIVERSIFIED REALTY CORPORATION

(Name of Issuer)

Common Shares, par value $0.10 per share

(Title of Class of Securities)

251591103

(CUSIP Number)

Scott A. Wolstein
c/o Developers Diversified Realty Corporation
3300 Enterprise Parkway
Beachwood, OH 44122
(216) 755-5500

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 11, 2009

(Date of Event Which Requires Filing of this Statement)

     If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

CUSIP No. 251591103  SCHEDULE 13D Page 2  of  10 Pages

1	NAME OF REPORTING PERSON Scott A. Wolstein
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
NUMBER OF			1,166,212*
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0*
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,166,212*
WITH		10	SHARED DISPOSITIVE POWER
			0*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,166,212*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.76%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

* Pursuant to a voting agreement among Scott Wolstein and Iris Wolstein (the Reporting Persons) and Alexander Otto, the Reporting Persons may be deemed to be members of a group that is the beneficial owner of 54,538,569 common shares. However, each Reporting Person disclaims any voting or investment power over the 48,644,352 common shares beneficially owned by the Otto family, as well as the common shares beneficially owned by the other Reporting Person. See Item 2. Amounts reported above for Mr. Wolstein include 431,789 common shares subject to options currently exercisable or exercisable within 60 days by Mr. Wolstein.

CUSIP No. 251591103  SCHEDULE 13D Page 3  of  10 Pages

1	NAME OF REPORTING PERSON Iris Wolstein
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
NUMBER OF			4,728,005*
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0*
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			4,728,005*
WITH		10	SHARED DISPOSITIVE POWER
			0*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,728,005*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.08%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

* Pursuant to a voting agreement among Scott Wolstein and Iris Wolstein (the Reporting Persons) and Alexander Otto, the Reporting Persons may be deemed to be members of a group that is the beneficial owner of 54,538,569 common shares. However, each Reporting Person disclaims any voting or investment power over the 48,644,352 common shares beneficially owned by the Otto family, as well as the common shares beneficially owned by the other Reporting Person. See Item 2.

CUSIP No. 251591103  SCHEDULE 13D Page 4  of  10 Pages

TABLE OF CONTENTS

	Item 1. Security and Issuer
	Item 2. Identity and Background
	Item 3. Source and Amount of Funds or Other Consideration
	Item 4. Purpose of Transaction
	Item 5. Interest in Securities of the Issuer
	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	Item 7. Material to Be Filed as Exhibits
SIGNATURE
EXHIBIT INDEX
EX-1
EX-4

Item 1. Security and Issuer.

     This statement on Schedule 13D (this “Statement”) relates to the common shares, par value $0.10 per share (the “Common Shares”), of Developers Diversified Realty Corporation, an Ohio corporation (the “Issuer” or “DDR”). The principal executive offices of DDR are located at 3300 Enterprise Parkway, Beachwood, Ohio 44122.

Item 2. Identity and Background.

     The Reporting Persons (as hereafter defined) are Scott A. Wolstein, Chairman of the Board of Directors and Chief Executive Officer of the Issuer, which is a real estate investment trust, and Iris Wolstein, Scott A. Wolstein’s mother, who is retired (collectively, the “Reporting Persons”). The address of the principal place of business of the Reporting Persons is 3300 Enterprise Parkway, Beachwood, Ohio 44122.

     The Reporting Persons have entered into a voting agreement, as more fully described in Item 4 below, and the group formed by the Reporting Persons and Alexander Otto, Katharina Otto-Bernstein, Dr. Michael Otto, and Janina Vater beneficially owns in the aggregate 54,538,569 Common Shares, which represents 30.27% of the Common Shares. However, each Reporting Person disclaims any beneficial ownership in any securities held or which may be acquired by Alexander Otto, Katharina Otto-Bernstein, Dr. Michael Otto, and Janina Vater (the “Otto family”), as well as in any securities held or which may be acquired by the other Reporting Person. Also, each of the members of the Otto family disclaims any beneficial ownership in any securities held or which may be acquired by the Reporting Persons.

     The Reporting Persons, who are U.S. citizens, have not, during the last five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

     The Common Shares owned by the Reporting Persons were acquired by the Reporting Persons for various amounts of consideration, or in some cases as either compensation or in the settlement of derivative securities awarded as compensation, or in some cases for no consideration through inheritance. The source of the funding for any purchases of the Common Shares by the Reporting Persons was the personal funds of the Reporting Persons. Additionally, on March 2, 2009, the Issuer declared its first quarter 2009 dividend of $0.20 per Common Share, which dividend was paid partly in Common Shares on April 21, 2009. As a result, Mr. Wolstein received 42,618 Common Shares and Mrs. Wolstein received 280,191 Common Shares in payment of the dividend.

CUSIP No. 251591103  SCHEDULE 13D Page 5  of  10 Pages

Item 4. Purpose of Transaction.

     The Common Shares owned by the Reporting Persons are for investment purposes and were acquired by the Reporting Persons through inheritance, through open market purchases for fair market value consideration and as either compensation or in the settlement of derivative securities awarded as compensation. The Reporting Persons may, from time to time, depending upon market conditions and other investment considerations, purchase additional Common Shares for investment or dispose of Common Shares.

     As Chairman of the Board of Directors and Chief Executive Officer of the Issuer, Mr. Wolstein regularly explores potential actions and transactions which may be advantageous to the Issuer, including, but not limited to, possible mergers, acquisitions, reorganizations or other material changes in the business, corporate structure, board of directors, management, dividends, policies, governing instruments, capitalization, securities or regulatory or reporting obligations of the Issuer. Except as noted above or in public filings by the Issuer, the Reporting Persons have no plans or proposals that relate to or would result in: (1) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (2) an extraordinary corporate transaction, such as a merger, reorganization or liquidation of securities of the Issuer or any of its subsidiaries; (3) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (4) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (5) any material change in the present capitalization or dividend policy of the Issuer; (6) any material change in the Issuer’s business or corporate structure; (7) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (8) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (9) a class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (10) any action similar to any of those enumerated.

     On February 23, 2009, the Issuer entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Mr. Alexander Otto whereby (1) the Issuer agreed to issue and sell 30,000,000 Common Shares (the “Purchased Shares”) and warrants (the “Warrants”) to purchase 10,000,000 Common Shares (the “Warrant Shares”) and additional Common Shares representing any dividends declared by the Issuer after February 23, 2009 and prior to the applicable closing to which the Investor would have been entitled had the Purchased Shares been outstanding on the record dates for any such dividends (the “Anti-Dilution Shares”) to the Otto family, and (2) Mr. Otto was granted the right to nominate two directors to the Issuer’s Board of Directors (the “Transaction”). The Stock Purchase Agreement contemplated that the issuance and sale of the Purchased Shares and Warrants would occur in two closings, each consisting of the sale of 15,000,000 Purchased Shares and a Warrant to purchase 5,000,000 Warrant Shares.

     On May 11, 2009, the Issuer issued and sold 15,000,000 Purchased Shares and a Warrant to purchase 5,000,000 Warrant Shares to the Otto family for a purchase price of

CUSIP No. 251591103  SCHEDULE 13D Page 6  of  10 Pages

$52,500,000. The Issuer also issued an aggregate of 1,071,428 Anti-Dilution Shares to the Otto family.

     In connection with the Transaction, the Issuer entered into an investors’ rights agreement with Mr. Otto on May 11, 2009 (the “Investors’ Rights Agreement”). Pursuant to the Investors’ Rights Agreement, the Issuer agreed that during such time as certain members of the Otto family beneficially own 17.5% or more of the Issuer’s outstanding Common Shares, the Issuer’s Board of Directors will nominate two of the Otto family’s nominees suitable to the Issuer to become members of the Issuer’s Board of Directors at each annual election of directors, and during such time as the Otto family beneficially owns less than 17.5% but more than 7.5% of the Issuer’s outstanding Common Shares, the Issuer’s Board of Directors will nominate one of the Otto family’s nominees suitable to the Issuer to become a member of the Issuer’s Board of Directors at each annual election of directors. The Otto family’s right to nominate individuals to the Issuer’s Board of Directors will terminate on the date that the Otto family beneficially owns 7.5% or less of the Issuer’s outstanding Common Shares.

     Under the terms of the Investors’ Rights Agreement, so long as the Issuer is eligible to register secondary offerings of its Common Shares on Form S-3 under the Securities Act of 1933, the Issuer agrees to prepare and file and keep effective a registration statement to register resales of the Purchased Shares, the Anti-Dilution Shares and the Warrant Shares (the “Registrable Shares”). If the Issuer is not eligible to register secondary offerings on Form S-3, the Otto family has the right to demand that the Issuer prepare and file and keep effective for certain periods a registration statement on Form S-1 to register resales of the Registrable Shares. The Otto family’s registration rights will terminate on the date that the Otto family beneficially owns 7.5% or less of the Issuer’s outstanding Common Shares. For more information on the Transaction, see the Schedule 13D filed by the members of the Otto family with the Securities and Exchange Commission on or about May 15, 2009.

     On May 11, 2009, and in connection with the Transaction, the Reporting Persons entered into a voting agreement with Mr. Otto (the “Voting Agreement”). Under the terms of the Voting Agreement, the Reporting Persons agreed to vote their Common Shares in favor of the Otto family’s nominee(s) to the Issuer’s Board of Directors at every annual meeting of the Issuer’s shareholders relating to the election of members of the Issuer’s Board of Directors. The Voting Agreement shall terminate upon the termination of the Investors’ Rights Agreement.

     The Stock Purchase Agreement, the Investors’ Rights Agreement and the Voting Agreement are incorporated herein by reference and are exhibits to this Statement. Any descriptions in this Statement of the Stock Purchase Agreement, the Investors’ Rights Agreement and the Voting Agreement are qualified in their entirety by reference to the actual text of such documents.

CUSIP No. 251591103  SCHEDULE 13D Page 7  of  10 Pages

Item 5. Interest in Securities of the Issuer.

     (a) See rows 11 and 13 of the cover pages for the Reporting Persons above. Item 2 above and the description of the Transaction and the arrangements set forth in Item 4 are incorporated herein by reference.

     (b) See rows 7 through 10 of the cover pages for the Reporting Persons above. Item 2 above and the description of the Transaction and the arrangements set forth in Item 4 are incorporated herein by reference.

     (c) The following describes all transaction with respect to the Common Shares effected during the past sixty (60) days by the Reporting Persons:

• On March 16, 2009, Mr. Wolstein settled a tax withholding obligation with the Issuer by having the Issuer withhold 9,557 Common Shares with a value of $1.89 per share;

• On April 22, 2009, Mr. Wolstein acquired 42,618 Common Shares from the Issuer in payment of the Issuer’s first quarter 2009 dividend; and

• On April 22, 2009, Mrs. Wolstein acquired 280,191 Common Shares from the Issuer in payment of the Issuer’s first quarter 2009 dividend.

Item 2 above and the description of the Transaction and the arrangements set forth in Item 4 are incorporated herein by reference.

     (d) Not applicable.

     (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

     Item 2 above and the description of the Transaction and the arrangements set forth in Item 4 is incorporated by reference. Mr. Wolstein has entered into an arrangement with a financial institution pursuant to which Mr. Wolstein has pledged 691,805 Common Shares as security.

Item 7. Material to Be Filed as Exhibits.

1 Joint Filing Agreement, dated May 15, 2009, between Scott A. Wolstein and Iris Wolstein

2 Stock Purchase Agreement, dated as of February 23, 2009, between the Issuer and Alexander Otto (incorporated herein by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K (Commission No. 001-11690) filed on February 27, 2009)

CUSIP No. 251591103  SCHEDULE 13D Page 8  of  10 Pages

3 Investors’ Rights Agreement, dated as of May 11, 2009, by and between the Issuer and Alexander Otto (incorporated herein by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K (Commission No. 001-11690) filed on May 11, 2009)

4 Shareholder Voting Agreement, dated as of May 11, 2009, by and among Scott A Wolstein, Iris Wolstein and Alexander Otto

CUSIP No. 251591103  SCHEDULE 13D Page 9  of  10 Pages

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 15, 2009

   /s/ Scott A. Wolstein  

Scott A. Wolstein 

   /s/ Iris Wolstein  

Iris Wolstein 

CUSIP No. 251591103  SCHEDULE 13D Page 10  of  10 Pages

EXHIBIT INDEX

Exhibit No.	Exhibit Description
1	Joint Filing Agreement, dated May 15, 2009, between Scott A. Wolstein and Iris Wolstein
2	Stock Purchase Agreement, dated as of February 23, 2009, between the Issuer and Alexander Otto (incorporated herein by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K (Commission No. 001-11690) filed on February 27, 2009)
3	Investors’ Rights Agreement, dated as of May 11, 2009, by and between the Issuer and Alexander Otto (incorporated herein by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K (Commission No. 001-11690) filed on May 11, 2009)
4	Shareholder Voting Agreement, dated as of May 11, 2009, by and among Scott A Wolstein, Iris Wolstein and Alexander Otto

EX-1

Exhibit 1

JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D and any amendments to it with respect to the Common Shares, par value $0.10 per share, of Developers Diversified Realty Corporation and further agree that this Joint Filing Agreement be included as an Exhibit to those joint filings.

Dated: May 15, 2009

/s/ Scott A. Wolstein  

Scott A. Wolstein 

/s/ Iris Wolstein  

Iris Wolstein 

EX-4

Exhibit  4

EXECUTION VERSION

SHAREHOLDER VOTING AGREEMENT

     THIS SHAREHOLDER VOTING AGREEMENT (this “Agreement”) is made and entered into as of May 11, 2009, by and among Mr. Alexander Otto (the “Purchaser”) and the undersigned shareholders of Developers Diversified Realty Corporation the “Company”) (in his or her individual capacity, each a “Shareholder” and collectively, the “Shareholders”).

RECITALS

     A. WHEREAS, on February 23, 2009, Purchaser and the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”), which provides for the purchase and sale of up to 30,000,000 shares of Company Common Stock (the “Stock Purchase”), and for a grant of warrants to purchase 10,000,000 shares of Company Common Stock;

     B. WHEREAS, as an inducement to enter into the Stock Purchase Agreement, and as one of the conditions to the consummation of the transactions contemplated by the Stock Purchase Agreement, an agreement providing for Purchaser’s rights to nominate up to two individuals for representation on the Company’s Board of Directors was approved by the Company’s Board of Directors (the “Investor Rights Agreement”), and will be entered into concurrently with the execution of this Agreement;

     C. WHEREAS, each Shareholder is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of, and has the right to direct the voting of, the number of shares of Company Common Stock indicated on the signature page of this Agreement; and

     D. WHEREAS, each Shareholder desires to agree to vote the Shares over which Shareholder has voting power as described below.

     Unless otherwise provided, all capitalized terms shall have the meanings ascribed to them in Section 1.

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

     1. Definitions. For purposes of this Agreement:

          “Company Common Stock” means the common shares, $0.10 par value per share, of the Company.

          “Person” means a natural person or any legal, commercial or governmental entity, such as, but not limited to, a corporation, general partnership, joint venture, limited partnership, limited liability company, limited

liability partnership, trust, business association, group acting in concert, or any person acting in a representative capacity.

          “Shares” means any shares of Company Common Stock owned, beneficially or of record, by each Shareholder and over which such Shareholder has the power to direct the vote, including, without limitation, shares of Company Common Stock acquired by each Shareholder upon the exercise of Company options and/or Company warrants, and any shares of Company Common Stock acquired by each Shareholder pursuant to a compensation plan of the Company.

     2. Agreement to Vote Shares.

          (a) From the date hereof until the Expiration Date, at every annual meeting of the shareholders of the Company, and at every adjournment or postponement thereof, and on any action or approval by written consent of the shareholders of the Company, in each case, relating to the election of members of the Company’s Board of Directors, each Shareholder (in Shareholder’s capacity as such) shall appear at the meeting or otherwise cause the Shares to be present for purposes of establishing a quorum and shall vote the Shares in favor of the nominee or nominees, as applicable, for the Board of Directors of the Company proposed by Purchaser pursuant to, and in accordance with, the Investor Rights Agreement.

          (b) If a Shareholder is the beneficial owner, but not the record holder, of the Shares, such Shareholder agrees to take all reasonable actions necessary to cause the record holder and any nominees to vote all of the Shares in the manner provided in Section 2(a).

          (c) This Agreement shall not, and shall not be construed to, grant any other rights with regard to the voting of the Shares other than the limited rights set forth in this Section 2. Purchaser shall have no right to influence in any manner the voting of the Shares on any other matters that may come before the shareholders of the Company.

          (d) This Agreement shall not, and shall not be construed to, restrict the ability of any Shareholder to sell any Shares, in the open market or otherwise.

     3. Action in Shareholder Capacity Only. Each Shareholder makes no agreement or understanding herein as director or officer of the Company or as a fiduciary of, or participant in, any compensation plan of the Company. Each Shareholder has entered into this Agreement solely in his or her individual capacity as a record holder and/or beneficial owner of Shares, and nothing herein shall limit or affect any actions taken in his or her capacity as an officer or director of the Company or as a fiduciary of, or participant in, any compensation plan of the Company.

     4. Representations and Warranties of Shareholder.

          (a) Each Shareholder hereby represents and warrants to Purchaser as of the date of this Agreement as follows: (i) Shareholder is the beneficial or record owner of the shares of Company Common Stock indicated on the signature page of this

2

Agreement; (ii) Shareholder does not beneficially own any securities of the Company other than (x) the shares of Company Common Stock, Company options and Company warrants set forth on the signature page of this Agreement and (y) any Company Common Stock beneficially owned under any compensation plan of the Company; (iii) Shareholder has full power and authority to make, enter into and carry out the terms of this Agreement; and (iv) this Agreement has been duly and validly executed and delivered by Shareholder and constitutes a valid and binding agreement of Shareholder enforceable against such Shareholder in accordance with its terms.

          (b) Except for this Agreement or as otherwise permitted by this Agreement, Shareholder has full legal power, authority and right to vote or to direct the voting of all of the Shares then owned of record or beneficially as described in this Agreement, without the consent or approval of, or any other action on the part of, any other Person. Without limiting the generality of the foregoing, Shareholder has not entered into any voting agreement (other than this Agreement) with any Person with respect to any of the Shares, granted any Person any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust, or entered into any arrangement or agreement with any Person limiting or affecting his legal power, authority or right to vote the Shares on any matter.

          (c) The execution and delivery of this Agreement and the performance by Shareholder of his or her agreements and obligations hereunder will not result in any breach or violation of or be in conflict with or constitute a default under any term of any agreement, judgment, injunction, order, decree, law, regulation or arrangement to which Shareholder is a party or by which Shareholder (or any of his or her assets) is bound.

     5. Termination. This Agreement shall terminate on the earlier of (i) such time as Purchaser or any assignee of Purchaser, as permitted under Section 6(d) hereof, no longer has the authority to nominate a director to the Board of Directors of the Company pursuant to the Investor Rights Agreement, and (ii) the termination of the Investor Rights Agreement (the “Expiration Date”). Upon such termination, no party shall have any further obligations or liabilities hereunder; provided that such termination shall not relieve any party from liability for any breach of this Agreement prior to such termination.

     6. Miscellaneous Provisions.

          (a) Amendments, Modifications and Waivers. No amendment, modification or waiver in respect of this Agreement shall be effective against any party unless it shall be in writing and signed by Purchaser and the Shareholders.

          (b) Entire Agreement. This Agreement constitutes the entire agreement among the parties to this Agreement and supersede all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

3

          (c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof.

          (d) Assignment and Successors. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto. This Agreement and all the provisions hereof are personal to the Shareholders, shall not inure to their respective successors and may not be assigned by any Shareholder without the prior written consent of Purchaser. This Agreement and all of the provisions hereof shall inure to the benefit of the successors of Purchaser and its permitted assigns, provided that, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of Purchaser may be assigned without prior written consent of the Shareholders party hereto except that Purchaser, without obtaining the consent of the Shareholders, shall be entitled to assign this Agreement to any one or more members of the Otto Family (as such term is defined in the Stock Purchase Agreement). Any assignment in violation of the foregoing shall be void and of no effect.

          (e) No Third Party Rights. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

          (f) Cooperation. Shareholder agrees to cooperate fully with Purchaser and to execute and deliver such further documents, certificates, agreements and instruments and to take such other actions as may be reasonably requested by Purchaser to evidence or reflect the transactions contemplated by this Agreement and to carry out the intent and purpose of this Agreement. Shareholders, on the one hand, and Purchaser, on the other hand, each hereby agree that the other party may publish and disclose such Shareholder’s identity and ownership of Shares and the nature of such Shareholder’s commitments, arrangements and understandings under this Agreement as may be required by applicable law in any filing made by Purchaser, the Company or the Shareholder with the Securities and Exchange Commission.

          (g) Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

          (h) Specific Performance; Injunctive Relief. Shareholder acknowledges that Purchaser may be irreparably harmed and that there may be no adequate remedy at law for a breach of any of the covenants or agreements of Shareholder set forth in this Agreement. Therefore, Shareholder hereby agrees that, in addition to any other remedies that may be available to Purchaser upon any such breach, such party shall have the right to seek specific performance, injunctive relief or any other remedies available to such party at law or in equity without posting any bond or other undertaking in order to enforce such covenants and agreements.

4

          (i) Notices. All notices, consents, requests, claims, demands and other communications under this Agreement shall be in writing (which shall include communications by e-mail) and shall be delivered (a) in person or by courier or overnight service, or (b) by e-mail with a copy delivered as provided in clause (a). If to a Shareholder, to Shareholder’s address or e-mail address shown below Shareholder’s signature on the signature pages hereof, and

          with a copy (which shall not constitute notice) to:

3300 Enterprise Parkway
Beachwood, Ohio 44122
Attention: General Counsel
Telephone: (216) 755-5500
E-mail: DWeiss@ddr.com

Jones Day
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114
Attention: Michael J. Solecki
Telephone: (216) 586-7103
E-mail: mjsolecki@jonesday.com

          If to Investor:

KG CURA Vermögensverwaltung G.m.b.H. & Co.
Wandsbeker Str. 3-7
D-22179 Hamburg
Germany
Attention: Mr. Wilhelm
Telephone: 0049 40 6461 1286
E-mail: wilhelm@kgcura.de

          with a copy (which shall not constitute notice) to:

Alston & Bird LLP
90 Park Avenue
New York, NY 10016
Attention: Mark F. McElreath
Telephone: (212) 210-9595
E-mail: mark.mcelreath@alston.com

or to such other address as the parties hereto may designate in writing to the other in accordance with this Section 6(i). Any party may change the address to which notices are to be sent by giving written notice of such change of address to the other parties in the manner above provided for giving notice. If delivered personally or by courier, the date

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on which the notice, request, instruction or document is delivered shall be the date on which such delivery is made and if delivered by e-mail transmission or mail as aforesaid, the date on which such notice, request, instruction or document is received shall be the date of delivery.

          (j) Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument, and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties; it being understood that all parties need not sign the same counterpart.

          (k) Headings. The headings contained in this Agreement are for the convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.

[Signatures on the Following Pages]

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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

MR. ALEXANDER OTTO
 

/s/ Alexander Otto  

SHAREHOLDERS
 

/s/ Scott A. Wolstein  

Address:
3300 Enterprise Parkway
Beachwood, Ohio 44122
Attention: Chief Executive Officer

Telephone: (216) 755-5500
E-Mail Address: SWolstein@ddr.com

Shares Beneficially Owned: 

734,423	shares of Company Common Stock
431,789	Company Options
0	Company Warrants
176,963	Stock units acquired pursuant to compensation plan

/s/ Iris S. Wolstein  

Address:
3455 Chagrin Boulevard
Moreland Hills, Ohio 44022

Telephone: (440) 247-5400
E-Mail Address: wring@heritagedevelopment.net

Shares Beneficially Owned: 

4,687,857	shares of Company Common Stock
0	Company Options
0	Company Warrants
40,148	Bert L. Wolstein Family Trust