8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 16, 2013

DDR Corp.

(Exact name of registrant as specified in charter)

Ohio	1-11690	34-1723097
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3300 Enterprise Parkway, Beachwood, Ohio		44122
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (216) 755-5500

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 (see General Instruction A.2. below):

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

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

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

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

DDR Corp. (the “Company”) is filing herewith the following exhibits to its Registration Statement on Form S-3 (Registration No. 333-184221):

1. Underwriting Agreement, dated May 16, 2013, by and among the Company and Goldman, Sachs & Co. and J.P. Morgan Securities LLC, as Representatives of the Several Underwriters named in Schedule I-A thereto;

2. Confirmation of Forward Sale Transaction, dated May 16, 2013, between the Company and Goldman, Sachs & Co.;

3. Confirmation of Forward Sale Transaction, dated May 16, 2013, between the Company and JPMorgan Chase Bank, National Association;

4. Confirmation of Forward Sale Transaction, dated May 16, 2013, between the Company and Royal Bank of Canada;

5. Confirmation of Forward Sale Transaction, dated May 16, 2013, between the Company and Wells Fargo Bank, National Association; and

6. Opinion of Jones Day.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
1.1	Underwriting Agreement, dated May 16, 2013, by and among the Company and Goldman, Sachs & Co. and J.P. Morgan Securities LLC, as Representatives of the Several Underwriters named in Schedule I-A thereto
1.2	Confirmation of Forward Sale Transaction, dated May 16, 2013, between the Company and Goldman, Sachs & Co.
1.3	Confirmation of Forward Sale Transaction, dated May 16, 2013, between the Company and JPMorgan Chase Bank, National Association
1.4	Confirmation of Forward Sale Transaction, dated May 16, 2013, between the Company and Royal Bank of Canada
1.5	Confirmation of Forward Sale Transaction, dated May 16, 2013, between the Company and Wells Fargo Bank, National Association
5.1	Opinion of Jones Day
23.1	Consent of Jones Day (included in Exhibit 5.1)

SIGNATURES

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.

DDR CORP.
By:	/s/ David J. Oakes
	David J. Oakes
	President and Chief Financial Officer

Date: May 21, 2013

EXHIBIT INDEX

Exhibit Number	Description
1.1	Underwriting Agreement, dated May 16, 2013, by and among DDR Corp. and Goldman, Sachs & Co. and J.P. Morgan Securities LLC, as Representatives of the Several Underwriters named in Schedule I-A thereto
1.2	Confirmation of Forward Sale Transaction, dated May 16, 2013, between DDR Corp. and Goldman, Sachs & Co.
1.3	Confirmation of Forward Sale Transaction, dated May 16, 2013, between DDR Corp. and JPMorgan Chase Bank, National Association
1.4	Confirmation of Forward Sale Transaction, dated May 16, 2013, between DDR Corp. and Royal Bank of Canada
1.5	Confirmation of Forward Sale Transaction, dated May 16, 2013, between DDR Corp. and Wells Fargo Bank, National Association
5.1	Opinion of Jones Day
23.1	Consent of Jones Day (included in Exhibit 5.1)

EX-1.1

Exhibit 1.1

DDR CORP.

(an Ohio corporation)

34,000,000 Common Shares

UNDERWRITING AGREEMENT

May 16, 2013

GOLDMAN, SACHS & CO.

J.P. MORGAN SECURITIES LLC

As Representatives of the several Underwriters named in Schedule I-A hereto

c/o Goldman, Sachs & Co.

200 West Street

New York, New York 10282

and

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Ladies and Gentlemen:

DDR Corp., an Ohio corporation (the “Company”), and Goldman, Sachs & Co. (“Goldman”), J.P. Morgan Securities LLC, as agent for one of its affiliates (“J.P. Morgan”), RBC Capital Markets, LLC, as agent for one of its affiliates (“RBC”), and Wells Fargo Securities, LLC, as agent for one of its affiliates (“Wells Fargo” and, together with Goldman, J.P. Morgan and RBC in such capacities, the “Forward Sellers”), at the Company’s request in connection with the letter agreement dated the date hereof between the Company and Goldman, the letter agreement dated the date hereof between the Company and JPMorgan Chase Bank, National Association, London Branch, acting through J.P. Morgan as agent, the letter agreement dated the date hereof between the Company and Royal Bank of Canada, acting through RBC as agent, and the letter agreement dated the date hereof between the Company and Wells Fargo Bank, National Association, acting through Wells Fargo as agent (each such letter agreement, a “Forward Agreement” and, together, the “Forward Agreements”), each relating to the forward sale by the Company of a number of common shares, par value $0.10 per share, of the Company (“Common Shares”) equal to the number of Common Shares to be borrowed and sold by each of the Forward Sellers pursuant to this Agreement, confirm their respective agreements with Goldman and J.P. Morgan (together, the “Representatives”) and each of the other Underwriters named in Schedule I-A hereto (collectively with the Representatives, the “Underwriters”) with respect to (i) the sale by the Forward Sellers and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Common Shares set forth in Schedules I-A and I-B hereto and (ii) the grant to the Underwriters, in each case acting severally and not jointly, of the option described in Section 3 hereof to purchase all or any part of 5,100,000 additional Common Shares (the “Option Underwritten Securities”). Goldman, JPMorgan Chase Bank,

National Association, London Branch, Royal Bank of Canada and Wells Fargo Bank, National Association, in their capacities as forward counterparties, are hereinafter referred to as the “Forward Counterparties.” The 34,000,000 Common Shares to be initially borrowed and sold by the Forward Sellers to the Underwriters (the “Initial Underwritten Securities”) and the up to 5,100,000 Common Shares to be borrowed and sold by the Forward Sellers to the Underwriters upon exercise by the Underwriters of the option described in Section 3 hereof are referred to collectively as the “Underwritten Securities,” subject to Section 3(b) hereof. The Underwritten Securities to be purchased by the Underwriters and any Common Shares to be issued and sold by the Company to the Underwriters pursuant to Section 13 hereof are hereinafter called, collectively, the “Securities.”

1. Representations and Warranties. The Company represents and warrants to each Underwriter, each Forward Seller and each Forward Counterparty, as of the date hereof, at the Applicable Time referred to in Section 1(c) hereof, as of the Closing Date (as hereinafter defined) and, if applicable, as of each Date of Delivery (as hereinafter defined) that:

(a) The Company has filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3 (No. 333-184221), including the related preliminary prospectus or prospectuses. Such registration statement registers the issuance, if any, and sale by the Company of the Securities as contemplated by this Agreement under the Securities Act of 1933, as amended (the “1933 Act”). Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus supplement relating to the offering of the Securities (the “Prospectus Supplement”) in accordance with the provisions of Rule 430B (“Rule 430B”) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) and paragraph (b) of Rule 424 (“Rule 424(b)”) of the 1933 Act Regulations. Any information included in such Prospectus Supplement that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” The prospectus that is part of such registration statement and each prospectus supplement used in connection with the offering of the Securities that omitted Rule 430B Information is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such time and the documents otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus and the Prospectus Supplement in the form first furnished to the Underwriters for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement is herein called the “Prospectus.”

All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in or otherwise deemed by the 1933 Act

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Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be, as of any specified date; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include, without limitation, the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), which is or is deemed to be incorporated by reference in or otherwise deemed by the 1933 Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be, as of any specified date.

(b) (A) At the time of filing the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the 1933 Act Regulations) made any offer relating to the Securities in reliance on the exemption of Rule 163 of the 1933 Act Regulations, and (D) at the date hereof, the Company was a “well-known seasoned issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”). The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, that initially became effective within three years of the date hereof, and the Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on a Rule 405 “automatic shelf registration statement.” The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) under the 1933 Act objecting to the use of the automatic shelf registration statement form.

At the time of filing the Original Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405.

(c) The Original Registration Statement became effective upon filing under Rule 462(e) of the 1933 Act Regulations (“Rule 462(e)”) on October 1, 2012, and any post-effective amendment thereto also became effective upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted, are pending or, to the knowledge of the Company, have been threatened, and any request on the part of the Commission for additional information has been complied with.

If applicable, any offer that is a written communication relating to the Securities made prior to the filing of the Original Registration Statement by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c) of the 1933 Act Regulations) has been filed with the Commission in accordance with Rule 163 of the 1933 Act Regulations (“Rule 163”) and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the 1933 Act provided by Rule 163.

At the respective times the Original Registration Statement and each amendment thereto (including amendments filed for the purpose of complying with Section 10(a)(3) of the

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1933 Act) became effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations, at the date hereof, at the Applicable Time and at the Closing Date and at each Date of Delivery, the Registration Statement, as amended as of such date, complied, complies and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Registration Statement, as amended as of such date, did not, does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued, at the date hereof, at the Applicable Time, at the time of any filing pursuant to Rule 424(b) of the 1933 Act Regulations and at the Closing Date and at each Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Any preliminary prospectus (including the prospectus filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and any such preliminary prospectus and the Prospectus delivered or made available to the Underwriters for use in connection with the offering of the Securities as contemplated by this Agreement was and will be, at the time of such delivery, identical to the electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”), except to the extent permitted by Regulation S-T.

As of the Applicable Time, neither (i) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, the Statutory Prospectus (as defined below) and the information to be conveyed by the Underwriters to purchasers of the Securities at the Applicable Time as set forth in Schedule II hereto, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

The representations and warranties in this Section 1(c) shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto or the Prospectus or any amendments or supplements thereto, or the General Disclosure Package made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter, any Forward Seller or any Forward Counterparty expressly for use in the Registration Statement or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, or the General Disclosure Package.

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As used in this subsection and elsewhere in this Agreement:

“Applicable Time” means 8:15 a.m. (New York City time) on May 16, 2013 or such other time as agreed by the Company and the Representatives.

“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the 1933 Act Regulations (“Rule 433”), relating to the Securities that (i) is required to be filed with the Commission by the Company, (ii) is a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).

“Issuer General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified in Schedule II hereto.

“Issuer Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.

“Statutory Prospectus” means the prospectus and/or prospectus supplement relating to the Securities that is included in the Registration Statement immediately prior to the Applicable Time, including the documents incorporated by reference therein and any preliminary or other prospectus and/or prospectus supplement deemed to be a part thereof.

(d) Each Issuer Free Writing Prospectus identified on Schedule II hereto, as of its issue date and at all subsequent times through the completion of the offering of the Securities as contemplated by this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in Section 6(f) hereof, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the General Disclosure Package or the Prospectus, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from any such Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter, any Forward Seller or Forward Counterparty specifically for use therein.

(e) The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus pursuant to Item 12 of Form S-3 under the 1933 Act, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission thereunder (the “1934 Act Regulations”), and, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, (a) at the time the Original Registration Statement became effective, (b) at the Applicable Time and (c) as of the date of this Agreement or the Closing Date or any Date of Delivery or during the period specified in

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Section 6(f) hereof, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(f) Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, except as otherwise provided therein, (A) there has not occurred any material adverse change or any development that is reasonably likely to have a material adverse effect on the financial condition or in the earnings or business of the Company and its subsidiaries considered as one enterprise (a “Material Adverse Effect”) from that set forth in the Registration Statement, the General Disclosure Package and the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (B) there have been no transactions entered into by the Company or its subsidiaries which are material with respect to the Company and its subsidiaries considered as one enterprise other than those in the ordinary course of business and (C) except for regular quarterly distributions on the Common Shares, and regular distributions declared, paid or made in accordance with the terms of any class or series of the Company’s preferred shares, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital shares.

(g) The consolidated financial statements and supporting schedules of the Company included in, or incorporated by reference into, the Registration Statement, the General Disclosure Package and the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations for the periods specified; except as otherwise stated in the Registration Statement, the General Disclosure Package and the Prospectus, said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis; and the supporting schedules, if any, included in, or incorporated by reference into, the Registration Statement, the General Disclosure Package and the Prospectus present fairly, in all material respects, the information required to be stated therein. The selected financial data and the summary financial information of the Company included in, or incorporated by reference into, the Registration Statement, the General Disclosure Package and the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited financial statements of the Company included in, or incorporated by reference into, the Registration Statement, the General Disclosure Package and the Prospectus. The statements of certain revenues and expenses of the properties acquired or proposed to be acquired by the Company, if any, included in, or incorporated by reference into, the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information set forth therein and have been prepared, in all material respects, in accordance with the applicable financial statement requirements of Rule 3-14 under the 1934 Act with respect to real estate operations acquired or to be acquired. The pro forma financial statements and the other pro forma financial information (including the notes thereto) of the Company, if any, included in, or incorporated by reference into, the Registration Statement, the General Disclosure Package and the Prospectus present fairly, in all material respects, the information set forth therein, have been prepared, in all material respects, in accordance with the Commission’s rules and guidelines with respect to pro forma financial

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statements and have been properly compiled on the basis described therein and the assumptions used in the preparation of such pro forma financial statements and other pro forma financial information (including the notes thereto) are reasonable and the adjustments used therein are appropriate to give effect to the transactions or circumstances referred to therein. To the knowledge of the Company, the consolidated financial statements and supporting schedules of DDRM Properties LLC (“DDRM”) incorporated by reference into the Registration Statement, the General Disclosure Package and the Prospectus (in each case, other than any pro forma financial information and projections) present fairly, in all material respects, the consolidated financial position of DDRM and its consolidated subsidiaries as of the dates indicated and the results of their operations for the periods specified; except as otherwise stated in the Registration Statement, the General Disclosure Package and the Prospectus, such financial statements have been prepared in all material respects in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with the financial statement requirements of Rule 3-09 under the 1934 Act. To the knowledge of the Company, the consolidated financial statements of Sonae Sierra Brazil BV Sarl (“SSB”) and its consolidated subsidiaries, if any, incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus (in each case, other than any pro forma financial information and projections), present fairly, in all material respects, the consolidated financial position of SSB and its consolidated subsidiaries as of the dates indicated and the results of their operations for the periods specified; except as otherwise stated in the Registration Statement, the General Disclosure Package and the Prospectus, such financial statements have been prepared in all material respects in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board applied on a consistent basis and otherwise have been prepared in accordance with the financial statement requirements of Rule 3-09 under the 1934 Act. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

(h) Each of PricewaterhouseCoopers LLP with respect to the Company and, to the knowledge of the Company, Deloitte Touche Tohmatsu Auditores Independentes, with respect to SSB, and PricewaterhouseCoopers LLP, with respect to DDRM, which has expressed its opinion on the audited financial statements and related schedules included in, or incorporated by reference into, the Registration Statement, is an independent registered public accounting firm within the meaning of the 1933 Act and the applicable 1933 Act Regulations.

(i) The Company has been duly organized and is validly existing and in good standing as a corporation under the laws of the State of Ohio, with power and authority (corporate and other) to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus; the Company is in possession of and operating in compliance with all material franchises, grants, authorizations, licenses, permits, easements, consents, certificates and orders required for the conduct of its business, all of which are valid and in full force and effect, except where the

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failure to so possess or comply would not have a Material Adverse Effect; and the Company is duly qualified to do business and in good standing as a foreign corporation in all other jurisdictions where its ownership or leasing of properties or the conduct of its business requires such qualification, except where failure to qualify and be in good standing would not have a Material Adverse Effect.

(j) Each significant subsidiary (as defined in Rule 405 of the 1933 Act Regulations and for purposes of such definition, the most recently completed fiscal year shall be the most recently completed fiscal year for which the Company has filed an Annual Report on Form 10-K) (each, a “Significant Subsidiary”), has been duly incorporated or formed and is validly existing as a corporation, partnership or limited liability company in good standing or in full force and effect under the laws of the jurisdiction of its incorporation or formation, has corporate, partnership or limited liability company power and authority to own, lease and operate its properties and to conduct its business and is duly qualified as a foreign corporation, partnership or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a Material Adverse Effect.

(k) The capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus under “Description of Preferred Shares — Capitalization” and “Description of Common Shares — Capitalization”; the issued and outstanding capital shares of the Company have been duly authorized and validly issued and are fully paid and non-assessable and are not subject to preemptive or other similar rights; and all of the issued and outstanding capital stock of the Company’s Significant Subsidiaries has been duly authorized and validly issued, is fully paid and non-assessable, and such issued and outstanding capital stock owned directly or indirectly by the Company is owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, except as otherwise set forth in the Registration Statement, the General Disclosure Package and the Prospectus or for such security interests, mortgages, pledges, liens, encumbrances, claims or equities that would not have a Material Adverse Effect.

(l) Any Common Shares to be issued and sold by the Company pursuant to Section 13 hereof have been duly authorized by the Company for issuance and sale pursuant to this Agreement and, when issued and delivered pursuant to this Agreement against payment of the consideration therefor specified herein, will be validly issued, fully paid and non-assessable; the Securities conform in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus; and the issuance of any Common Shares pursuant to Section 13 hereof is not subject to preemptive or other similar rights.

(m) The Common Shares (if any) to be purchased by the Forward Counterparties from the Company pursuant to the Forward Agreements have been duly authorized and reserved for issuance to the Forward Counterparties pursuant thereto and, when issued and delivered pursuant to the Forward Agreements against payment of the consideration therefor specified therein, will be validly issued, fully paid and non-assessable; and the issuance of such Common Shares will not be subject to any preemptive or other similar rights.

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(n) There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened against the Company or its subsidiaries, which is required to be disclosed in the Prospectus (other than as disclosed therein), or which would have a Material Adverse Effect or would materially and adversely affect the properties or assets thereof or which might materially and adversely affect the consummation of this Agreement, the Forward Agreements or the transactions contemplated herein and therein; all pending legal or governmental proceedings to which the Company or any of its subsidiaries is a party or of which any of their respective property is the subject which are not described in the Registration Statement, the General Disclosure Package and the Prospectus, including routine litigation incidental to the business, could not, considered in the aggregate, reasonably be expected to result in a Material Adverse Effect; and there are no material contracts or documents of the Company or its subsidiaries which are required to be filed as exhibits to the Registration Statement by the 1933 Act or by the 1933 Act Regulations which have not been so filed.

(o) Neither the Company nor any of its Significant Subsidiaries is (i) in violation of the Company’s Second Amended and Restated Articles of Incorporation, as amended (the “Articles of Incorporation”), or certificate of formation, certificate of limited partnership or other organizational document, as the case may be, or the Company’s Amended and Restated Code of Regulations, as amended (the “Code of Regulations”), or bylaws, operating agreement or partnership agreement, as the case may be, or (ii) in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or its properties may be bound, where such defaults in the aggregate would have a Material Adverse Effect. The execution and delivery of this Agreement and the Forward Agreements, and the consummation of the transactions contemplated herein and therein, have been duly authorized by all necessary corporate action, and compliance by the Company with its obligations hereunder and thereunder will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its Significant Subsidiaries pursuant to, any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its Significant Subsidiaries is a party or by which it may be bound or to which any of the property or assets of the Company or any of its Significant Subsidiaries is subject, nor will such action result in any violation of (i) the provisions of the Articles of Incorporation or Code of Regulations or, (ii) to the Company’s knowledge, any law, administrative regulation or administrative or court order or decree except, in the case of clause (ii) hereof, for such conflicts, breaches, defaults, liens, charges, encumbrances or violations that would not have a Material Adverse Effect or which might materially and adversely affect the consummation of this Agreement, the Forward Agreements or the transactions contemplated herein and therein; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Company of the transactions contemplated by this Agreement or the Forward Agreements, except such as has been obtained or as may be required under the 1933 Act, the 1934 Act, state securities or blue sky laws or real estate syndication laws in connection with the purchase and distribution of the Securities by the Underwriters.

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(p) The Company has full right, power and authority to enter into this Agreement and each Forward Agreement, and this Agreement and each Initial Forward Agreement has been duly authorized, executed and delivered by the Company, and each Additional Forward Agreement has been duly authorized by the Company and, if and when executed and delivered, will have been duly executed and delivered by the Company.

(q) Each of the Forward Agreements constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability; and the Forward Agreements conform in all material respects to the descriptions thereof in the Registration Statement, the General Disclosure Package and the Prospectus.

(r) Starting with its taxable year ended December 31, 1993, the Company has elected under Section 856(c) of the Internal Revenue Code of 1986, as amended (the “Code”), to be taxed as a real estate investment trust (“REIT”), and such election has not been revoked or terminated. The Company has qualified as a REIT for its taxable years ended December 31, 1993 through December 31, 2012 and the Company has operated and intends to continue to operate so as to qualify as a REIT thereafter.

(s) Neither the Company nor any of its subsidiaries is, or will be immediately after giving effect to the consummation of the transactions contemplated by this Agreement and the Forward Agreements, including the receipt of payment by the Company for Common Shares as contemplated by the Forward Agreements and the application of the proceeds thereof as contemplated under the caption “Use of Proceeds” in the Registration Statement, the General Disclosure Package and the Prospectus, required to be registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).

(t) Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, there are no persons with registration or other similar rights to have any securities registered pursuant to the Registration Statement.

(u) None of the Company or any of its wholly-owned subsidiaries or, to the Company’s knowledge, any of the officers and directors thereof acting on the Company’s or such subsidiaries’ behalf has taken, directly or indirectly, any action resulting in a violation of Regulation M under the 1934 Act or designed to cause or result in, or which has constituted or which reasonably might be expected to constitute, the stabilization or manipulation of the price of the Securities or facilitation of the sale or resale of the Securities.

(v) (A) Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Company or its subsidiaries have good and marketable title or leasehold interest, as the case may be, to the portfolio properties, including, without limitation, shopping centers (including, without limitation, centers owned through unconsolidated joint ventures and others that are otherwise consolidated by the Company) and undeveloped land (the “Portfolio Properties”) described in the Registration Statement, the General Disclosure Package and the Prospectus as being owned by the Company or its subsidiaries (except with respect to undeveloped land described in the Registration Statement, the General Disclosure Package and the Prospectus as being held by the Company through joint ventures), in each case free and clear of all liens, encumbrances, claims, security interests and

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defects (excluding mortgages for borrowed money) (collectively, “Defects”), except where such Defects would not have a Material Adverse Effect; (B) the joint venture interest in each property described in the Registration Statement, the General Disclosure Package and the Prospectus, as being held by the Company through a joint venture, is owned free and clear of all Defects except for such Defects that would not have a Material Adverse Effect; (C) all liens, charges, encumbrances, claims or restrictions on or affecting the properties and assets of the Company or its subsidiaries (excluding mortgages for borrowed money) are disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, except for any such liens, charges, encumbrances, claims or restrictions that would not have a Material Adverse Effect; and (D) none of the Company, its wholly-owned subsidiaries or, to the knowledge of the Company, any lessee of any of the Portfolio Properties is in default under any of the leases governing the Portfolio Properties, except such defaults that would not have a Material Adverse Effect, and the Company does not know of any event which, but for the passage of time or the giving of notice, or both, would constitute a default under any of such leases, except such defaults that would not have a Material Adverse Effect.

(w) The Company or its subsidiaries have title insurance on each of the Portfolio Properties (except with respect to each property described in the Registration Statement, the General Disclosure Package and the Prospectus as held by the Company through a joint venture) in an amount at least equal to the greater of (A) the cost of acquisition of such Portfolio Property and (B) the cost of construction of the improvements located on such Portfolio Property except, in each case, where the failure to maintain such title insurance would not have a Material Adverse Effect; the joint venture owning each property described in the Registration Statement, the General Disclosure Package and the Prospectus as held by the Company through a joint venture has title insurance on such property in an amount at least equal to the greater of (A) the cost of acquisition of such Portfolio Property by such joint venture and (B) the cost of construction of the improvements located on such Portfolio Property, except in each case, where the failure to maintain such title insurance would not have a Material Adverse Effect.

(x) The notes secured by the mortgages and deeds of trust encumbering the Portfolio Properties (except with respect to each property described in the General Disclosure Package and the Prospectus as held by the Company through a joint venture) are not convertible except where the conversion of such notes would not have a Material Adverse Effect, and said mortgages and deeds of trust are not cross-defaulted or cross-collateralized to any property that is not a Portfolio Property, except where such cross-default or cross-collateralization, if triggered, would not have a Material Adverse Effect.

(y) The Company has no knowledge of (a) the unlawful presence of any regulated hazardous substances, hazardous materials, toxic substances or waste materials (collectively, “Hazardous Materials”) in violation of Environmental Laws (as hereinafter defined) on any of the Portfolio Properties or (b) any spills, releases, discharges or disposals of Hazardous Materials in violation of Environmental Laws that have occurred or are presently occurring from the Portfolio Properties as a result of any construction on or operation and use of the Portfolio Properties, which presence or occurrence would have a Material Adverse Effect. In connection with the construction on or operation and use of the Portfolio Properties, the Company represents that, as of the date of this Agreement, the Company has no knowledge of any material failure to comply with all applicable local, state and federal environmental laws,

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regulations, ordinances and binding administrative and judicial orders relating to the generation, storage, handling, transport and disposal of any Hazardous Materials (“Environmental Laws”) that would have a Material Adverse Effect.

(z) The Company and its subsidiaries maintain a system of internal accounting and other controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accounting for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has no knowledge of any material weaknesses in its internal control over financial reporting and, except as described in the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

(aa) The Company has established and maintains disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the 1934 Act) in accordance with the rules and regulations under the Sarbanes-Oxley Act of 2002, the 1933 Act and the 1934 Act.

(bb) No labor problem or dispute with the employees of the Company or its Significant Subsidiaries exists or, to the knowledge of the Company, is threatened or imminent, that would have a Material Adverse Effect, except as set forth in or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus (exclusive of any amendments or supplement thereto subsequent to the date of this Agreement).

(cc) Each of the Company and its subsidiaries is insured by insurers of recognized financial responsibility against such material losses and risks and in such amounts as management of the Company believes to be prudent.

(dd) Neither the Company, nor any of its subsidiaries, nor any director or officer, nor to the knowledge of the Company, any agent or employee of the Company or any of its subsidiaries has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to unlawfully influence official action or secure an unlawful advantage; and the Company and its wholly-owned subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and will continue to maintain policies and procedures designed to promote and achieve compliance with such laws and with the representation and warranty contained herein.

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(ee) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance in all material respects with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company and its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.

(ff) (A) Neither the Company nor any of its subsidiaries (collectively, the “Entity”) or, to the knowledge of the Company, any director, officer, employee, agent, affiliate or representative of the Entity, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions (“Sanctions”) administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan and Syria).

      (B) The Company will not, directly or indirectly, use the proceeds of the offering of the Securities or of the settlement of the Forward Agreements, as the case may be, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering of Securities, whether as underwriter, advisor, investor or otherwise).

      (C) For the past five years, the Company has not knowingly engaged in and is not now knowingly engaged in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

Any certificate signed by any officer of the Company and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter, each Forward Seller and each Forward Counterparty.

2. Representations and Warranties by the Forward Sellers. Each of the Forward Sellers severally represents and warrants to each Underwriter and the Company as of the date hereof, as of the Applicable Time, as of the Closing Date, and, if the Forward Sellers are selling Option Underwritten Securities on a Date of Delivery, as of each such Date of Delivery, as follows:

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(a) This Agreement has been duly authorized, executed and delivered by such Forward Seller and, at the Closing Date and at each Date of Delivery, such Forward Seller will have full right, power and authority to sell, transfer and deliver the Initial Underwritten Securities or the Option Underwritten Securities, as the case may be.

(b) The Forward Agreement between the Company and the applicable Forward Counterparty has been duly authorized, executed and delivered by such Forward Counterparty and constitutes a valid and binding agreement of such Forward Counterparty, enforceable against such Forward Counterparty in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.

(c) Such Forward Seller will, at the Closing Date and at each Date of Delivery, have the free and unqualified right to transfer the Initial Underwritten Securities or the Option Underwritten Securities, as the case may be, to be sold by such Forward Seller, and the Initial Underwritten Securities or the Option Underwritten Securities, at the Closing Date or the relevant Date of Delivery, as the case may be, will be free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind; and upon delivery of such Initial Underwritten Securities or such Option Underwritten Securities, as the case may be, and payment of the purchase price therefor as herein contemplated, assuming each of the Underwriters has no notice of any adverse claim, each of the Underwriters will have the free and unqualified right to transfer the Initial Underwritten Securities or the Option Underwritten Securities, as the case may be, purchased by it from such Forward Seller, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind.

3. Purchase and Sale. (a) (i) On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, each Forward Seller and the Company (with respect to any Common Shares issued and sold by the Company pursuant to Section 13 hereof), severally and not jointly, hereby agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from each Forward Seller and the Company (with respect to any Common Shares issued and sold by the Company pursuant to Section 13 hereof) the respective numbers of Initial Underwritten Securities set forth in Schedule I-A hereto opposite its name (or the proportionate number of Common Shares to be issued and sold by the Company pursuant to Section 13 hereof, as the case may be) at $18.21582 per share (the “Purchase Price”).

(ii) On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, each Forward Seller (as set forth in Schedule I-B) and the Company (with respect to any Common Shares to be issued and sold by the Company pursuant to Section 13 hereto), severally and not jointly, agrees to sell to the Underwriters the Option Underwritten Securities, and the Underwriters shall have the right to purchase, severally and not jointly, up to 5,100,000 Option Underwritten Securities at the Purchase Price less an amount equal to any dividend paid or payable on the Initial Underwritten Securities and not payable on the Option Underwritten Securities. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Option Underwritten

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Securities to be purchased by the Underwriters and the date on which such Option Underwritten Securities are to be purchased. Each purchase date must be at least one but within three business days after the written notice is given and may not be earlier than the Closing Date nor later than ten business days after the date of such notice. On each day, if any, that Option Underwritten Securities are to be purchased (a “Date of Delivery”), each Underwriter agrees, severally and not jointly, to purchase the number of Option Underwritten Securities (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Option Underwritten Securities to be purchased on such Date of Delivery as the number of Initial Underwritten Securities set forth in Schedule I-A hereto opposite the name of such Underwriter bears to the total number of Initial Underwritten Securities.

(b) In the event that a Forward Seller does not borrow and deliver for sale the number of Common Shares set forth in Schedule I-B opposite the name of such Forward Seller (i) under the column captioned “Number of Initial Underwritten Securities To Be Sold” on the Closing Date or (ii) if applicable, under the column captioned “Number of Option Underwritten Securities To Be Sold” (or such proportionately reduced number of Option Underwritten Securities to be borrowed and delivered for sale by such Forward Seller based upon the number of Option Underwritten Securities as to which the option described in Section 3(a)(ii) hereof is being exercised on such Date of Delivery) on the applicable Date of Delivery, in each case pursuant to the terms of the applicable Forward Agreement, the Company shall, in accordance with Section 13 hereof, issue and sell in whole but not in part a number of Common Shares equal to the number of shares that such Forward Seller does not deliver. In such event, the aggregate number of Common Shares that such Forward Seller does so deliver for sale shall be the “Initial Underwritten Securities” or “Option Underwritten Securities,” as the case may be, with respect to such Forward Seller.

(c) If a Forward Seller does not borrow and deliver for sale the number of Common Shares set forth in Schedule I-B opposite the name of such Forward Seller (i) under the column captioned “Number of Initial Underwritten Securities To Be Sold” or (ii) if applicable, under the column captioned “Number of Option Underwritten Securities To Be Sold” (or such proportionately reduced number of Option Underwritten Securities to be borrowed and delivered for sale by such Forward Seller based upon the number of Option Underwritten Securities as to which the option described in Section 3(a)(ii) hereof is being exercised on such Date of Delivery), as the case may be, such Forward Seller will use its best efforts to notify the Company no later than 5:00 p.m., New York City time, on the first business day prior to the Closing Date or the relevant Date of Delivery, as the case may be.

4. Delivery and Payment. Payment for the Underwritten Securities shall be made by the Underwriters to each Forward Seller (or, in the case of delivery of any Common Shares to be issued and sold by the Company in accordance with Section 13 hereof, to the Company) in Federal or other funds immediately available in New York City against delivery of such Underwritten Securities (or any Common Shares to be issued and sold by the Company pursuant to Section 13 hereof, as the case may be) for the respective accounts of the Underwriters at 10:00 a.m., New York City time, on May 21, 2013. Delivery of the Initial Underwritten Securities and the Option Underwritten Securities (if the option provided for in Section 3(a)(ii) hereof shall have been exercised on or before the third business day prior to the

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Closing Date), as well as any Common Shares issued and sold by the Company pursuant to Section 13 hereof in lieu of such Underwritten Securities, shall be made at 10:00 a.m., New York City time, by causing The Depository Trust Company (“DTC”) to credit the respective accounts of the Underwriters at DTC, on May 21, 2013, or at such time on such later date not more than three business days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 13 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Initial Underwritten Securities and the Option Underwritten Securities, as well as any Common Shares issued and sold by the Company pursuant to Section 13 hereof in lieu of such Underwritten Securities or Option Underwritten Securities, shall be made, and the Initial Underwritten Securities and the Option Underwritten Securities, as well as any Common Shares issued and sold by the Company pursuant to Section 13 hereof in lieu of such Initial Underwritten Securities or Option Underwritten Securities, shall be registered in the name of Cede & Co. as nominee of DTC, and available for checking in New York, New York at least one full business day prior to the Closing Date or the relevant Date of Delivery, as the case may be.

If the option provided for in Section 3(a)(ii) hereof is exercised after the third business day prior to the Closing Date, delivery of the Option Underwritten Securities shall be made to the Underwriters on the date specified by the Representatives (which shall be at least one but within three business days after written notice of the exercise of said option is given) for the respective accounts of the several Underwriters. Payment for any Option Underwritten Securities shall be made by the Underwriters to each Forward Seller (or, in the case of delivery of any Common Shares to be issued and sold by the Company pursuant to Section 13 hereof, to the Company) in Federal or other funds immediately available in New York City against delivery of such Option Underwritten Securities (or any Common Shares to be issued and sold by the Company pursuant to Section 13 hereof, as the case may be) for the respective accounts of the Underwriters at 10:00 a.m., New York City time, by causing DTC to credit the respective accounts of the Underwriters at DTC on the date specified in the corresponding notice described in Section 3(a)(ii) or at such other time on the same or such later date not more than three business days after the foregoing date as shall be designated in writing by the Representatives. If settlement for the Option Underwritten Securities (or any Common Shares to be issued and sold by the Company pursuant to Section 13 hereof) occurs after the Closing Date, the Company will deliver to the Representatives, the Forward Sellers and the Forward Counterparties on each Date of Delivery, and the obligation of the Underwriters to purchase the Option Underwritten Securities (or any Common Shares to be issued and sold by the Company pursuant to Section 13 hereof) shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 hereof.

5. Offering by Underwriters. It is understood that the several Underwriters propose to offer the Securities for sale to the public as set forth in the General Disclosure Package and the Prospectus.

6. Agreements. The Company agrees with the Forward Sellers, the Forward Counterparties and the Underwriters that:

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(a) Immediately following the execution of this Agreement, the Company, subject to Section 6(c) hereof, will prepare a Prospectus Supplement containing the Rule 430B Information, and the Company will effect the filings required under Rule 424(b) of the 1933 Act Regulations, in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)). The Company shall pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1)(i) of the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the 1933 Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of the Prospectus Supplement filed pursuant to Rule 424(b)).

(b) The Company will advise the Representatives and the Forward Sellers promptly (i) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the institution of any proceedings for that purpose or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (ii) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities or if the Company receives from the Commission a notice pursuant to Rule 401(g)(2) of the 1933 Act Regulations. The Company will use its reasonable best efforts to prevent the issuance of any stop order and to obtain as soon as possible the lifting thereof, if issued. The Company will advise the Representatives and the Forward Sellers promptly of any request by the Commission for any amendment of or supplement to the Registration Statement, the filing of a new registration statement relating to the Securities, any amendment of or supplement to the Prospectus or for additional information.

(c) At any time when the Prospectus relating to the Securities is required to be delivered (or but for the exception afforded by Rule 172 of the 1933 Act Regulations would be required to be delivered) under the 1933 Act or the 1934 Act in connection with sales of the Securities (the “Prospectus Delivery Period”), the Company will give the Representatives and the Forward Sellers notice of its intention to file any amendment to the Registration Statement, a new registration statement relating to the Securities or any amendment or supplement to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and will furnish the Representatives and the Forward Sellers with copies of any such amendment or supplement or such new registration statement a reasonable amount of time prior to such proposed filing, and will not file any such amendment or supplement or such new registration statement or other documents in a form to which the Representatives or the Forward Sellers or counsel for the Underwriters or counsel for the Forward Sellers shall reasonably object in writing or which is not in material compliance with the 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations, as applicable; provided, however, that with respect to any proposed amendment or supplement resulting solely from the incorporation by reference of any report to be filed under the 1934 Act and the 1934 Act Regulations, the Company will only be required to furnish the Representatives and the Forward Sellers with copies of such report a reasonable amount of time prior to the proposed filing thereof. The Company will give the Representatives and the Forward Sellers notice of its intention to make any such filing from the Applicable Time to the Closing Date and will furnish the Representatives and the Forward Sellers with copies of any such documents a reasonable amount of time prior to such proposed filing, as the case may be, and

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will not file or use any such document to which the Representatives or the Forward Sellers or counsel for the Underwriters or counsel for the Forward Sellers shall reasonably object.

(d) At the request of an Underwriter or a Forward Seller, the Company will deliver to such Underwriter or such Forward Seller a conformed copy of the Original Registration Statement and of each amendment thereto (including exhibits filed therewith and documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act or otherwise deemed to be a part thereof).

(e) The Company will furnish to each Underwriter and each Forward Seller, upon written request, as many copies of each preliminary prospectus and any amendment or supplement thereto as such Underwriter or such Forward Seller reasonably requests (which copies may be delivered via email), and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will furnish to each Underwriter and each Forward Seller, from time to time during the Prospectus Delivery Period, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter or such Forward Seller may reasonably request for the purposes contemplated by the 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations.

(f) If, during the Prospectus Delivery Period, any event relating to or affecting the Company occurs as a result of which the Prospectus or any other prospectus as then in effect would include an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or to file a new registration statement relating to the Securities or amend or supplement the Prospectus to comply with the 1933 Act or the 1934 Act, the Company will promptly notify the Underwriters and the Forward Sellers thereof and, subject to Section 6(c) hereof, will amend the Registration Statement, file such new registration statement or amend or supplement the Prospectus, as applicable, to correct such statement or omission whether by filing documents pursuant to the 1933 Act, the 1934 Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement and Prospectus comply with such requirements; the Company will use its reasonable best efforts to have such amendment or such new registration statement declared effective as soon as practicable (if it is not an automatic shelf registration statement with respect to the Securities) and the Company will furnish to the Underwriters and the Forward Sellers a reasonable number of copies of such amendment or supplement or such new registration statement. If at any time after the date of this Agreement, an event or development occurs as a result of which the General Disclosure Package contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the Applicable Time or at the time it is delivered or conveyed to a purchaser, not misleading, the Company will promptly notify the Underwriters and the Forward Sellers and, subject to Section 6(c) hereof, will promptly amend or supplement in a manner reasonably satisfactory to the Representative and the Forward Sellers, at its own expense, the General Disclosure Package to eliminate or correct such untrue statement or omission. If, prior to the completion of the public offer and sale of the Securities, at any time following the issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement (or any other registration

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statement relating to the Securities) or the Statutory Prospectus or any preliminary prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Underwriters and the Forward Sellers and, subject to Section 6(c) hereof, will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The Underwriters’ delivery of any such amendment or supplement shall not constitute a waiver of any of the conditions in Section 7 hereof.

(g) If immediately prior to the third anniversary of October 1, 2012 (such third anniversary, the “Renewal Deadline”) any of the Securities remain unsold by the Underwriters, the Company will, prior to the Renewal Deadline, promptly notify the Underwriters and the Forward Sellers and file, if it has not already done so and is eligible to do so, an automatic shelf registration statement (as defined in Rule 405 of the 1933 Act Regulations) relating to the Securities, in a form satisfactory to the Representatives and the Forward Sellers. If at the Renewal Deadline any of the Securities remain unsold by the Underwriters and the Company is not eligible to file an automatic shelf registration statement, the Company will, if it has not already done so, promptly notify the Underwriters and the Forward Sellers and file a new shelf registration statement or post-effective amendment on the proper form relating to the Securities in a form satisfactory to the Representatives and the Forward Sellers, and will use its best efforts to cause such registration statement or post-effective amendment to be declared effective as soon as practicable after the Renewal Deadline and promptly notify the Underwriters and the Forward Sellers of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the expired registration statement relating thereto. References herein to the “Registration Statement” shall include such automatic shelf registration statement or such new shelf registration statement or post-effective amendment, as the case may be.

(h) The Company will cooperate with the Underwriters to enable the Securities to be qualified for sale under the securities laws and real estate syndication laws of such jurisdictions as the Representatives may reasonably designate and at the reasonable request of the Representatives will make such applications and furnish such information as may be required of it as the issuer of the Securities for that purpose; provided, however, that the Company shall not be required to qualify to do business or to file a general consent to service of process or to become subject to taxation as a foreign business in any such jurisdiction. The Company will, from time to time, prepare and file such statements and reports as are or may be required of it as the issuer of the Securities to continue such qualifications in effect for so long a period as the Representatives may reasonably request for the distribution of the Securities; and in each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for so long as may be required for the distribution of the Securities; provided, however, that the Company shall not be obligated to qualify as a foreign corporation or to take any action that would subject it to general service of process in any jurisdiction where it is not so qualified or where it would be subject to taxation as a foreign business.

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(i) With respect to each sale of Securities, the Company will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to its securityholders an earnings statement in form complying with the provisions of Rule 158 of the 1933 Act Regulations for the purposes of, and to provide to the Underwriters the benefits contemplated by, the last paragraph of Section 11(a) of the 1933 Act.

(j) During the period of five years from the date hereof or, in the case of the Forward Sellers, until the expiration or termination of the Forward Agreements, to the extent not otherwise available on EDGAR or on the Company’s website, the Company will deliver to the Underwriters and the Forward Sellers (i) copies of each annual report of the Company and each other report furnished by the Company to its shareholders, (ii) as soon as they are available, copies of any other reports (financial or other) which the Company shall publish or otherwise make available to any of its security holders as such, and (iii) as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange.

(k) The Company will use the net proceeds received by it from the sale of Securities or from the settlement of the Forward Agreements, as the case may be, in the manner specified in the Registration Statement, the General Disclosure Package and the Prospectus under “Use of Proceeds.”

(l) The Company will use its reasonable best efforts to continue to meet the requirements to qualify as a REIT under the Code for the taxable year in which sales of the Securities are to occur, unless otherwise specified in the Registration Statement, the General Disclosure Package and the Prospectus.

(m) The Company, during the Prospectus Delivery Period, will file promptly all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the 1934 Act within the time periods prescribed by the 1934 Act and the 1934 Act Regulations.

(n) The Company represents and agrees that, unless it obtains the prior written consent of the Representatives and the Forward Sellers, and each Underwriter represents and agrees that, unless it obtains the prior written consent of the Company, the Representatives and the Forward Sellers, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405; provided, however, that the prior written consent of the Company, the Representatives and the Forward Sellers shall be deemed to have been given in respect of any Issuer Free Writing Prospectus(es) included on Schedule II hereto. Any such free writing prospectus consented to in writing by the Company, the Representatives and the Forward Sellers is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

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(o) For a period from the date of the Prospectus through and including the 30th day following the date of the Prospectus (the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives, issue, offer, sell, contract to sell, hypothecate, pledge, grant or sell any option, right or warrant to purchase, or otherwise dispose of, or contract to dispose of, any Common Shares, any securities substantially similar to the Common Shares or any other securities convertible into or exercisable or exchangeable for Common Shares. However, these restrictions do not apply to (A) borrowings under the Company’s credit facilities, (B) the issuance of Common Shares upon conversion of the Company’s 1.75% Convertible Senior Notes due 2040, (C) any debt or equity securities issued in connection with acquisition transactions, including the acquisition of real property or interests therein, including mortgage or leasehold interests or in conjunction with any joint venture transaction to which the Company is or becomes a party, provided that any such issuances during the Lock-up Period in the aggregate do not exceed 5% of the outstanding Common Shares as of the date of such issuance, (D) securities issued in connection with the Company’s employee benefit plans, share option plans, any equity-based compensation plan or arrangement and/or distribution reinvestment plans existing at the date of this Agreement, (E) securities issued pursuant to currently outstanding options, warrants or rights, (F) the delivery of Common Shares pursuant to the Forward Agreements or this Agreement or (G) the agreement by the Company to issue Common Shares and to register the resale of such Common Shares pursuant to that certain Agreement of Purchase and Sale between the parties listed on Schedule A attached thereto, as REIT Seller, BRE Pentagon Retail Holdings B LLC, as Homart Seller, JDN Real Estate - Lakeland, L.P., as REIT Buyer, and the Company, as Homart Buyer, dated as of May 15, 2013, and that certain Registration Rights and Lock-Up Agreement by and among the Company and the holders listed on Schedule A thereto, dated as of May 15, 2013.

In the event that either (x) during the last 17 days of the Lock-up Period referred to above, the Company issues an earnings release or a press release announcing a significant event or (y) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results or issue a press release announcing a significant event during the 17-day period beginning on the last day of such Lock-up Period, the restrictions described above shall continue to apply until the expiration of the 17-day period beginning on the first day following the date of the earnings release or press release, except that such extension will not apply if, within three business days prior to the 15^th calendar day before the last day of the Lock-up Period, the Company delivers a certificate, signed by the President and Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that the Common Shares are “actively traded securities” (as defined in Regulation M).

(p) During the Lock-up Period, the Company will not waive or otherwise agree to allow Mr. Alexander Otto or any member of the Otto Family (as such term is defined in the Investors’ Rights Agreement, dated as of May 11, 2009, between Mr. Otto and the Company (the “Investors’ Rights Agreement”)) to sell any Common Shares other than as permitted in Section 3.1(f) of the Investors’ Rights Agreement, as such agreement exists on the date of this Agreement.

(q) The Company will use its best efforts to cause (i) the Common Shares (if any) to be issued pursuant to Physical Settlement or Net Share Settlement (as each such term is defined in the Forward Agreements) of each Forward Agreement and (ii) the Common Shares (if

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any) to be issued and sold by the Company pursuant to Section 13 hereof, to be approved for listing on the New York Stock Exchange (the “NYSE”) as of the date such Common Shares are issued upon such Physical Settlement or Net Share Settlement, the Closing Date or the relevant Date of Delivery, as the case may be.

(r) Neither the Company nor any of its subsidiaries will take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the 1934 Act or otherwise, stabilization or manipulation of the price of any of their securities to facilitate the sale or resale of the Securities.

(s) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company’s counsel and the Company’s registered public accounting firm in connection with the registration and delivery of the Securities under the 1933 Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus, the Prospectus and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivery of copies thereof to the Underwriters, the Forward Sellers and dealers, in the quantities hereinabove specified, and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any blue sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws and real estate syndication laws as provided in Section 6(h) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the blue sky or legal investment memorandum (provided that the amount for such memorandum shall not exceed $5,000), (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority (provided that any fees of such counsel shall not exceed $5,000), (v) all costs and expenses incident to listing the Securities on the NYSE, (vi) the cost of printing certificates representing the Securities, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section 6(s) and Sections 8 and 9 hereof, and as otherwise provided in the Forward Agreements, the Underwriters, Forward Sellers and Forward Counterparties will pay all of their costs and expenses, including fees and disbursements of their

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counsel, stock transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make.

7. Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Initial Underwritten Securities (or any Common Shares to be issued and sold by the Company pursuant to Section 13 hereof in lieu thereof) and the Option Underwritten Securities (or any Common Shares to be issued and sold by the Company pursuant to Section 13 hereof in lieu thereof), as the case may be, and the obligations of the Forward Sellers to deliver and sell the Initial Underwritten Securities and the Option Underwritten Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the date of this Agreement, the Applicable Time and the Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions:

(a) The Registration Statement has become effective and, on the Closing Date and at any Date of Delivery, (i) no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or, to the knowledge of the Company, threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters, (ii) each preliminary prospectus and the Prospectus containing the Rule 430B Information shall have been filed with the Commission in the manner and within the time period required by Rule 424(b) without reliance on Rule 424(b)(8) (or a post-effective amendment providing such information shall have been filed and become effective in accordance with the requirements of Rule 430B), (iii) any material required to be filed by the Company pursuant to Rule 433(d) of the 1933 Act Regulations shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433, (iv) the Company shall have paid the required Commission filing fees relating to the Securities within the time period required by Rule 456(b)(1)(i) of the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the 1933 Act Regulations, and (v) there shall not have come to your attention any facts that would cause you to believe that (a) the Prospectus, at the time it was required to be delivered or made available to purchasers of the Securities or (b) the General Disclosure Package, at the Applicable Time, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such time, not misleading.

(b) At the time of execution of this Agreement, the Representatives and the Forward Sellers shall have received from PricewaterhouseCoopers LLP a letter, addressed to the Underwriters, the Forward Sellers and the Forward Counterparties, dated the date hereof, in form and substance satisfactory to the Representatives and the Forward Sellers, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters.

(c) At the time of execution of this Agreement, the Representatives and the Forward Sellers shall have received from Deloitte Touche Tohmatsu Auditores Independentes a letter, addressed to the Underwriters, and addressed to the Forward Sellers and the Forward

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Counterparties who have signed a letter pursuant to Statements on Auditing Standards No. 72, dated the date hereof, in form and substance satisfactory to the Representatives and the Forward Sellers, containing statements and information of the type customarily included in foreign unconsolidated joint venture’s accountants’ “comfort letters” to underwriters with respect to the financial statements of SSB and its consolidated subsidiaries incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus.

(d) On the Closing Date, the Representatives and the Forward Sellers shall have received from PricewaterhouseCoopers LLP a letter, addressed to the Underwriters, the Forward Sellers and the Forward Counterparties, dated the Closing Date, to the effect that such accountants reaffirm, as of the Closing Date, and as though made on the Closing Date, the statements made in the letter furnished by such accountants pursuant to paragraph (b) of this Section 7, except that the specified date will be a date not more than three days prior to the Closing Date.

(e) On the Closing Date, the Representatives and the Forward Sellers shall have received from Deloitte Touche Tohmatsu Auditores Independentes a letter, addressed to the Underwriters, and addressed to the Forward Sellers and the Forward Counterparties who have signed a letter pursuant to Statements on Auditing Standards No. 72, dated the Closing Date, to the effect that such accountants reaffirm, as of the Closing Date, and as though made on the Closing Date, the statements made in the letter furnished by such accountants pursuant to paragraph (c) of this Section 7, except that the specified date will be a date not more than three business days prior to the Closing Date.

(f) On the Closing Date (i) there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, any Material Adverse Effect, other than as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, (ii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date, (iii) the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to the use of the automatic shelf registration statement form, (iv) no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act and no proceeding therefor shall have been instituted or threatened by the Commission and (v) the Representatives, the Forward Sellers and the Forward Counterparties shall have received on the Closing Date a certificate of (A) the Chief Executive Officer or the President and Chief Financial Officer or any Senior Executive Vice President or the Chief Accounting Officer of the Company and (B) the Chief Executive Officer or the President and Chief Financial Officer or any Senior Executive Vice President or the Chief Accounting Officer (in each case, only if such officer had not executed the certificate pursuant to clause (v)(A) above) or the Executive Vice President of Capital Markets of the Company, dated as of the Closing Date, evidencing compliance with the provisions of this subsection (f).

(g) The Representatives, the Forward Sellers and the Forward Counterparties shall have received certificates, dated the Closing Date, of (i) the Chief Executive Officer or the President and Chief Financial Officer or any Senior Executive Vice President or the Chief Accounting Officer of the Company and (ii) the Chief Executive Officer or the President and

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Chief Financial Officer or any Senior Executive Vice President or the Chief Accounting Officer (in each case, only if such officer had not executed the certificate pursuant to clause (i) above) or the Executive Vice President of Capital Markets of the Company, to the effect that the representations and warranties of the Company contained in Section 1 hereof are true and correct with the same force and effect as though expressly made at and as of the Closing Date.

(h) On the Closing Date, the Representatives and the Forward Sellers shall have received from Jones Day, counsel for the Company, an opinion, addressed to the Underwriters, the Forward Sellers and the Forward Counterparties, dated as of the Closing Date, substantially in the form set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters and counsel to the Forward Sellers may reasonably request.

(i) On the Closing Date, the Representatives and the Forward Sellers shall have received from Sidley Austin LLP, counsel for the Underwriters and counsel for the Forward Sellers, addressed to the Underwriters, the Forward Sellers and the Forward Counterparties, their opinion or opinions dated the Closing Date in form and substance satisfactory to the Representatives and the Forward Sellers, and the Company shall have furnished to such counsel such documents as they may request for the purpose of enabling them to pass upon such matters.

In giving their opinion, Sidley Austin LLP may rely as to matters involving the laws of the State of Ohio upon the opinion of Jones Day. Jones Day and Sidley Austin LLP may rely (i) as to the qualification of the Company or its subsidiaries to do business in any state or jurisdiction, upon certificates of appropriate government officials, telephonic confirmation by representatives of such states or confirmation from information contained on the websites of such states and (ii) as to matters of fact, upon certificates and written statements of officers and employees of and accountants for the Company or its subsidiaries.

(j) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date or any Date of Delivery:

(i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s securities by any nationally recognized statistical rating organization; or

(ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Registration Statement, the General Disclosure Package and the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement) that, in the judgment of the Representatives, is material and adverse and that makes it, in the judgment of the Representatives, impracticable to market the Securities on the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package and the Prospectus.

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(k) At the time of execution of this Agreement, the Representatives shall have received lock-up agreements substantially in the form of Exhibit B hereto (the “Lock-up Agreements”) from each of the executive officers and directors listed on Schedule III hereto.

(l) The Common Shares reserved for listing upon issuance following Physical Settlement or Net Share Settlement (as each such term is defined in the Forward Agreements) of each Forward Agreement and the Common Shares (if any) to be sold by the Company pursuant to Section 13 hereof shall have been approved for listing on the NYSE, subject only to official notice of issuance.

(m) The Company shall have furnished to the Representatives and the Forward Sellers, as the case may be, such additional certificates as the Representatives or the Forward Sellers, as the case may be, may have reasonably requested as to the accuracy, at and as of the Closing Date, of the representations and warranties made herein by them, as to compliance, at and as of the Closing Date, by them with their covenants and agreements herein contained and other provisions hereof to be satisfied at or prior to the Closing Date, and as to other conditions to the obligations of the Underwriters hereunder.

(n) In the event the Representatives exercise their option as set forth in Section 3 hereof to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company hereunder shall be true and correct as of each Date of Delivery, and the Representatives, the Forward Sellers and the Forward Counterparties shall have received:

(i) A letter from PricewaterhouseCoopers LLP in form and substance satisfactory to the Representatives and the Forward Sellers and dated such Date of Delivery, substantially the same in scope and substance as the letter furnished to the Representatives, the Forward Sellers and the Forward Counterparties pursuant to Section 7(d) hereof, except that the specified date in the letter furnished pursuant to this Section 7(n)(i) shall be a date not more than three days prior to such Date of Delivery.

(ii) A letter from Deloitte Touche Tohmatsu Auditores Independentes in form and substance satisfactory to the Representatives and the Forward Sellers and dated such Date of Delivery, substantially the same in scope and substance as the letter furnished to the Representatives, the Forward Sellers and the Forward Counterparties pursuant to Section 7(e) hereof, except that the specified date in the letter furnished pursuant to this Section 7(n)(ii) shall be a date not more than three business days prior to such Date of Delivery.

(iii) A certificate, dated such Date of Delivery, of (A) the Chief Executive Officer or the President and Chief Financial Officer or any Senior Executive Vice President or the Chief Accounting Officer of the Company and (B) the Chief Executive Officer or the President and Chief Financial Officer or any Senior Executive Vice President or the Chief Accounting Officer (in each case, only if such officer had not executed the certificate pursuant to clause (A)

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above) or the Executive Vice President of Capital Markets of the Company confirming that the certificate delivered on the Closing Date pursuant to Sections 7(f) and (g) hereof remains true as of such Date of Delivery.

(iv) The opinion of Jones Day, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters and counsel for the Forward Sellers, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 7(h) hereof.

(v) The opinion of Sidley Austin LLP, counsel for the Underwriters and counsel for the Forward Sellers, dated such Date of Delivery, relating to the Options Securities and otherwise to the same effect as the opinion required by Section 7(i) hereof.

(i) Such additional certificates, dated such Date of Delivery, as the Representatives and the Forward Sellers may have reasonably requested pursuant to Section 7(m) hereof.

If any of the conditions hereinabove provided for in this Section 7 shall not have been satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notifying the Company of such termination in writing or by telegram at or prior to the Closing Date (or the relevant Date of Delivery), but the Representatives shall be entitled to waive any of such conditions.

8. Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because of any termination pursuant to Section 7 or Section 11 hereof, the Company will reimburse the Underwriters, the Forward Sellers and the Forward Counterparties severally through the Representatives or the Forward Sellers, as the case may be, on demand for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

9. Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter (including, for this purpose, any affiliated broker-dealer of such Underwriter participating as an initial seller in the offering of the Securities) and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Forward Seller and Forward Counterparty and each person, if any, who controls any Forward Seller or Forward Counterparty within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, including the Rule 430B Information, or in the General Disclosure Package, any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state

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therein a material fact required to be stated therein (with respect to any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus only, in the light of the circumstances under which they were made) or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter, any Forward Seller or any Forward Counterparty furnished to the Company in writing by such Underwriter, such Forward Seller or such Forward Counterparty expressly for use therein.

(b) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Forward Seller and Forward Counterparty and each person, if any, who controls any Forward Seller or Forward Counterparty within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to information relating to such Underwriter furnished to the Company in writing by such Underwriter expressly for use in the Registration Statement, including the Rule 430B Information, or in the General Disclosure Package, any preliminary prospectus, any Issuer Free Writing Prospectus, the Prospectus or any amendments or supplements thereto.

(c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 9(a) or 9(b) hereof, such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party shall be entitled to retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the indemnifying party does not promptly retain counsel reasonably satisfactory to the indemnified party or (iii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and the indemnified party reasonably concludes that the representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Representatives, in the case of parties indemnified pursuant to Section 9(a) hereof, and by the Company, in the case of parties indemnified pursuant to Section 9(b) hereof. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an

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indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement; provided that an indemnifying party shall not be liable for any such settlement effected without its consent if such indemnifying party (x) reimburses such indemnified party in accordance with such request to the extent that the indemnifying party in its judgment considers such request to be reasonable and (y) provides written notice to the indemnified party stating the reason it deems the unpaid balance unreasonable, in each case no later than 45 days after receipt by such indemnifying party of the aforesaid request from the indemnified party. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless (i) such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d) To the extent the indemnification provided for in Section 9(a) or 9(b) hereof is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other hand from the offering of the Securities or (ii) if the allocation provided by clause 9(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 9(d)(i) above but also the relative fault of the indemnifying party on the one hand and of the indemnified party on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company, the Underwriters and the Forward Sellers in connection with the offering of the Securities shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Securities (before deducting expenses) received by the Company (which benefits shall be deemed equal to the proceeds that would be received by the Company upon Physical Settlement of the Forward Agreements assuming a Forward Price (as such term is defined in the Forward Agreements) equal to the Purchase Price of all of the Securities), the total underwriting discount received by the Underwriters as set forth in the table on the cover page of the Prospectus and, in the case of the Forward Sellers, the Fixed Charge deducted from the Forward Price (as each such term is defined in the Forward Agreements), net of any costs associated therewith, respectively, bear to the aggregate public offering price of the Securities. The relative fault of the Company, the Underwriters and the Forward Sellers shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged

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omission to state a material fact relates to information supplied by the Company, the Underwriters or the Forward Sellers and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Underwriters’ respective obligations to contribute pursuant to this Section 9 are several in proportion to the respective number of Securities they have purchased hereunder, and not joint.

(e) The Company, the Underwriters and the Forward Sellers agree that it would not be just or equitable if contribution pursuant to this Section 9 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d) hereof. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 9, no Underwriter shall not be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

(f) The indemnity and contribution provisions contained in this Section 9 and the representations, warranties and other statements of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of an Underwriter or any person controlling such Underwriter, by or on behalf of a Forward Seller or any person controlling such Forward Seller or by or on behalf of the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Securities.

10. Default by an Underwriter. If one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule I-A hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule I-A hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to the nondefaulting Underwriters, the Forward Sellers, the Forward Counterparties or the Company. In any such case the nondefaulting Underwriters, the Company or each Forward

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Seller shall have the right to postpone the Closing Date or the relevant Date of Delivery, as the case may be, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangement may be effected. Nothing contained in this Agreement shall relieve a defaulting Underwriter of its liability, if any, to the Company and the nondefaulting Underwriters for damages occasioned by its default hereunder.

11. Termination. This Agreement shall be subject to termination by notice given by the Representatives to the Company and each Forward Seller, if after the execution and delivery of this Agreement and prior to delivery of and payment for the Securities: (i) trading generally shall have been suspended or materially limited on or by, as the case may be, the NYSE or the Nasdaq Global Market, (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services has occurred in the United States, (iv) if the rating assigned by any nationally recognized statistical rating organization to any securities of the Company as of the date of this Agreement shall have been lowered since such date or if any such rating organization shall have publicly announced that it has placed any securities of the Company on what is commonly termed a “watch list” for possible downgrading, (v) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis or any change in national or international political, financial or economic condition, the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement, the General Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto subsequent to the date of this Agreement), or (vi) if there has been, since the date of this Agreement or since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, any Material Adverse Effect.

12. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company, the Forward Sellers, the Forward Counterparties and the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, any Forward Seller or Forward Counterparty or the Company or any of their respective officers, directors, employees, agents or controlling persons referred to in Section 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

13. Additional Issuance and Sale by the Company. In the event that a Forward Seller does not to deliver for sale the number of Common Shares set forth in Schedule I-B opposite the name of such Forward Seller (i) under the column captioned “Number of Initial Underwritten Securities To Be Sold” on the Closing Date or (ii) if applicable, under the column captioned “Number of Option Underwritten Securities To Be Sold” (or such proportionately reduced number of Option Underwritten Securities to be borrowed and delivered for sale by such Forward Seller based upon the number of Option Underwritten Securities as to which the option described in Section 3(a)(ii) hereof is being exercised on such Date of Delivery) under the

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column captioned “Number of Option Underwritten Securities to be Sold,” as the case may be, the Company shall issue and sell in whole but not in part a number of Common Shares equal to the number of shares that such Forward Seller does not deliver. The Representatives shall have the right to postpone the Closing Date or the relevant Date of Delivery for a period not exceeding one (1) business day in order to effect any required changes in any documents or arrangements. A Forward Seller shall have no liability whatsoever for any Securities it does not deliver to the Underwriters or any other party if the applicable Forward Agreement does not become effective because all of the conditions to effectiveness set forth in Section 10(a) of the applicable Forward Agreement have not been satisfied.

14. No Fiduciary Relationship. The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of arm’s length contractual counterparties to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Company or any other person. Additionally, the Underwriters are not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

15. Notices. All communications hereunder will be in writing and, if sent to the Representatives and/or the Forward Sellers, will be mailed, delivered or telecopied and confirmed to (a) Goldman, Sachs & Co., 200 West Street, New York, New York 10282, Attn: Registration Department or (b) J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, Attn: Equity Syndicate Desk (Phone: 212-622-8358). Notices to the Company shall be mailed or delivered and confirmed to it at 3300 Enterprise Parkway, Beachwood, Ohio 44122, Attention: General Counsel.

16. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the controlling persons and directors referred to in Section 9 hereof, and no other person will have any right or obligation hereunder.

17. Applicable Law. This Agreement, and any claim, controversy or dispute relating to or arising out of this Agreement, will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.

18. WAIVER OF JURY TRIAL. THE COMPANY, THE FORWARD SELLERS AND THE UNDERWRITERS HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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19. Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

20. Counterparts. This Agreement may be signed in one or more counterparts (including by facsimile), each of which shall constitute an original and all of which together shall constitute one and the same agreement.

21. Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Forward Sellers and the Underwriters.

Very truly yours,
DDR CORP.
By:	/s/ Luke Petherbridge
	Name:	Luke Petherbridge
	Title:	Executive Vice President of Capital Markets

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Goldman, Sachs & Co., Acting in its capacity as Forward Seller
By:	/s/ Adam T. Greene
	Name: Adam T. Greene Title: Vice President

Goldman, Sachs & Co., Acting in its capacity as Forward Counterparty, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement
By:	/s/ Adam T. Greene
	Name: Adam T. Greene Title: Vice President

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J.P. Morgan Securities LLC Acting in its capacity as Forward Seller and as agent for JPMorgan Chase Bank, National Association, London Branch
By:	/s/ Tim Oeljeschlager
	Name: Tim Oeljeschlager Title: Vice President

JPMorgan Chase Bank, National Association, London Branch Acting in its capacity as Forward Counterparty, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement
By:	/s/ Tim Oeljeschlager
	Name: Tim Oeljeschlager Title: Vice President

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RBC Capital Markets, LLC Acting in its capacity as Forward Seller and as agent for Royal Bank of Canada
By:	/s/ Peter Chapman
	Name: Peter Chapman Title: Managing Director

Royal Bank of Canada Acting in its capacity as Forward Counterparty, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement
By:	/s/ Dawn T. Laabs
	Name: Dawn T. Laabs Title: Attorney-in-Fact

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Wells Fargo Securities, LLC Acting in its capacity as Forward Seller and as agent for Wells Fargo Bank, National Association
By:	/s/ Michael Collins
	Name: Michael Collins Title: Managing Director

Wells Fargo Bank, National Association Acting in its capacity as Forward Counterparty, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement
By:	/s/ Michael Collins
	Name: Michael Collins Title: Managing Director

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The foregoing Agreement is hereby confirmed

and accepted as of the date first above written.

GOLDMAN, SACHS & CO. J.P. MORGAN SECURITIES LLC
By:	Goldman, Sachs & Co.
By:	/s/ Adam T. Greene
	Name: Adam T. Greene Title: Vice President
By:	J.P. Morgan Securities LLC
By:	/s/ Karin Ross
	Name: Karin Ross Title: Vice President

Acting on behalf of themselves and the several

Underwriters named in Schedule I-A hereto.

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SCHEDULE I-A

Underwriter	Number of Initial Underwritten Securities to be Purchased
Goldman, Sachs & Co.		6,630,000
J.P. Morgan Securities LLC		6,630,000
Citigroup Global Markets Inc.		4,335,000
Deutsche Bank Securities Inc.		4,335,000
RBC Capital Markets, LLC		4,335,000
Wells Fargo Securities, LLC		4,335,000
Capital One Southcoast, Inc.		697,000
KeyBanc Capital Markets Inc.		697,000
PNC Capital Markets LLC		697,000
Scotia Capital (USA) Inc.		697,000
Robert W. Baird & Co. Incorporated.		204,000
The Huntington Investment Company		204,000
Moelis & Company LLC		204,000
Total		34,000,000

SCHEDULE I-B

Name	Number of Initial Underwritten Securities To Be Sold		Number of Option Underwritten Securities To Be Sold
Goldman, Sachs & Co.		8,500,000		1,275,000
J.P. Morgan Securities LLC		8,500,000		1,275,000
RBC Capital Markets, LLC		8,500,000		1,275,000
Wells Fargo Securities, LLC		8,500,000		1,275,000

SCHEDULE II

SPECIFY EACH ISSUER FREE WRITING PROSPECTUS OR OTHER

INFORMATION CONVEYED ORALLY BY UNDERWRITERS TO PURCHASERS

INCLUDED IN THE GENERAL DISCLOSURE PACKAGE

Number of Initial Underwritten Securities: 34,000,000

Number of Option Underwritten Securities: 5,100,000

Price to public: $18.90 per share

SCHEDULE III

List of Persons to Sign Lock-up Agreements

Terrance R. Ahern

James C. Boland

Thomas Finne

Paul W. Freddo

Robert H. Gidel

Daniel B. Hurwitz

Volker Kraft

Rebecca L. Maccardini

Victor B. MacFarlane

Craig Macnab

David J. Oakes

Scott D. Roulston

Barry A. Sholem

Christa Vesy

FORM OF OPINION OF COMPANY’S COUNSEL

TO BE DELIVERED PURSUANT TO SECTION 7(h)

[Form of Lock-Up Agreement] Exhibit B

May 16, 2013

GOLDMAN, SACHS & CO.

J.P. MORGAN SECURITIES LLC

As Representatives of the several Underwriters

named in Schedule I-A to the Underwriting Agreement

c/o Goldman, Sachs & Co.

200 West Street

New York, New York 10282

and

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Re: DDR Corp. – Lock-Up Agreement

Ladies and Gentlemen:

We refer to the Underwriting Agreement (the “Underwriting Agreement”), dated May 16, 2013, between DDR Corp., an Ohio corporation (the “Company”), the Forward Sellers (as defined therein), the Forward Counterparties (as defined therein) and you as Representatives of the Underwriters named therein (the “Underwriters”), relating to the underwritten public offering (the “Offering”) of 34,000,000 (the “Shares”) common shares, par value $0.10 per share, of the Company (the “Common Shares”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to them in the Underwriting Agreement.

In consideration of the agreement by the Underwriters to offer and sell the Shares, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning from the date hereof and continuing to and including the date 30 days after the date of the final Prospectus covering the Offering (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any Common Shares, or any options or warrants to purchase any Common Shares, or any securities convertible into, exchangeable for or that represent the right to receive Common Shares, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Commission (collectively, the “Undersigned’s Shares”). In the event that either (x) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or a press release announcing a significant event or (y) prior to the expiration of the Lock-Up Period, the Company

announces that the Company will release earnings results or a press release announcing a significant event during the 17-day period beginning on the last day of the Lock-Up Period, the restrictions described above shall continue to apply until the expiration of the 17-day period beginning on the first day following the date of the earnings release or press release, except that such extension will not apply if, within three business days prior to the 15^th calendar day before the last day of the Lock-Up Period, the Company delivers a certificate, signed by the President and Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that the Common Shares are “actively traded securities” (as defined in Regulation M).

The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such Shares.

Notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Shares (i) as a bona fide gift or gifts provided that, if the donee thereof is a member of the undersigned’s immediate family, such donee agrees to be bound in writing by the restrictions set forth herein, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) as sales of Common Shares to satisfy tax obligations (withholding or otherwise) of the undersigned in connection with the grant by the Company to the undersigned of equity awards, or the vesting of equity awards acquired by the undersigned or the distribution to the undersigned of a deferred equity award, in each case pursuant to equity incentive and deferral plans existing and as in effect on the date of this Lock-Up Agreement, [for Dan Hurwitz, insert the following: (iv) pursuant to a written plan for trading securities in effect on the date of this Lock-Up Agreement, which plan was established pursuant to and in accordance with Rule 10b5-1(c) of the 1934 Act Regulations, it being understood that the undersigned may amend such plan during the Lock-Up Period as long as such amendment does not take effect prior to the end of the Lock-Up Period] or [(v)] with the prior written consent of the Representatives; provided, however, that in the case of clause (i) or (ii), no such transfer is required to be filed with the Securities and Exchange Commission pursuant to a Form 4—Statement of Changes of Beneficial Ownership and the undersigned does not otherwise voluntarily effect a filing on such Form 4 regarding such transfer. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, notwithstanding the foregoing, if the undersigned is a corporation, the corporation may transfer the capital stock of the Company to any wholly-owned subsidiary of such corporation; provided, however, that in any such case, it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject to the provisions of this Lock-Up Agreement and there shall be no further transfer of such capital stock except in accordance with this Lock-Up Agreement; and provided, further, that any such transfer shall not involve a disposition for value. The undersigned now has, and,

except as contemplated above, for the duration of this Lock-Up Agreement will have, good and marketable title to the Undersigned’s Shares, free and clear of all liens, encumbrances, and claims whatsoever. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Undersigned’s Shares except in compliance with the foregoing restrictions.

The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the Offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors, and assigns.

This letter agreement shall be governed by and construed in accordance with the laws of the State of New York.

Delivery of a signed copy of this letter by telecopier or facsimile transmission shall be effective as delivery of the original hereof.

Very truly yours,

Print Name:                                                                

EX-1.2

Exhibit 1.2

CONFIRMATION

Date:	May 16, 2013
To:	DDR Corp.
	3300 Enterprise Parkway
	Beachwood, Ohio 44122
Telefax No.:	216-755-1827
Attention:	Luke Petherbridge
	Senior Vice President of Capital Markets
From:	Goldman, Sachs & Co.
Telefax No.:	(917) 977-4253; (917) 977-3153

Re:   Issuer Forward Sale Transaction

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between DDR Corp. (“Counterparty”) and Goldman, Sachs & Co. (“Bank”) on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the ISDA Agreement specified below.

This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to an agreement in the form of the 1992 ISDA Master Agreement (Multicurrency-Cross Border) (“ISDA Agreement”) as if we had executed an agreement in such form on the Trade Date of the first such Transaction between you and us, and such agreement shall be considered the “Agreement” hereunder. The parties hereby agree that no Transaction other than the Transaction to which this Confirmation relates shall be governed by the ISDA Agreement.

The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Definitions”) as published by ISDA are incorporated into this Confirmation. In addition, the terms Closing Date, Date of Delivery, Initial Underwritten Securities and Option Underwritten Securities have the meanings assigned to such terms in the Underwriting Agreement (as defined below) (in particular, in the case of Initial Underwritten Securities and Option Underwritten Securities, the meanings assigned to such terms with respect to Bank or the affiliate of Bank acting as “Forward Seller” under Section 3(b) of the Underwriting Agreement).

THIS CONFIRMATION WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WITH ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECTION TO THE LAYING OF VENUE IN, AND ANY CLAIM OF INCONVENIENT FORUM WITH RESPECT TO, THESE COURTS.

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1. In the event of any inconsistency between this Confirmation, on the one hand, and the Definitions or the ISDA Agreement, on the other hand, this Confirmation will govern.

2. Each party will make each payment specified in this Confirmation as being payable by such party, not later than the due date for value on that date in the place of the account specified below or otherwise specified in writing, in freely transferable funds and in a manner customary for payments in the required currency.

3. Confirmations:

This Confirmation and the ISDA Agreement shall constitute the written agreement between Counterparty and Bank with respect to the Transaction. The Transaction constitutes a Share Forward Transaction for purposes of the Definitions.

The terms of the particular Transaction to which this Confirmation relates are as follows:

Trade Date:	May 16, 2013
Effective Date:	The Closing Date
Seller:	Counterparty
Buyer:	Bank
Shares:	The common stock, $0.10 par value per share, of Counterparty (Symbol: “DDR”).
Number of Shares:	Initially, 8,500,000 Shares; provided that such number shall be increased on each Date of Delivery by the number of Option Underwritten Securities purchased from Bank (or its agent or affiliate) pursuant to Section 3 of the Underwriting Agreement for such Date of Delivery (which number of Option Underwritten Securities, for the avoidance of doubt but subject to Section 10(a) and Section 3 of the Underwriting Agreement, will be proportional to the aggregate number of “Option Underwritten Securities” as to which the option is exercised pursuant to Section 3(a)(ii) of the Underwriting Agreement), subject to “Accelerated Unwind” below and Section 10(a).
Initial Forward Price:	$18.21582 per Share
Forward Price:	As of any day, the Initial Forward Price, plus the Forward Accrual Amount, minus the Expected Dividend Amount; provided that if the Number of Shares is increased in respect of any Option Underwritten Securities, the Forward Price shall be adjusted by the Calculation Agent on the Date of Delivery for such Option Underwritten Securities to account for the fact that the Forward Accrual Amount shall not apply prior

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	to such Date of Delivery with respect to the number of Shares by which the Number of Shares has been so increased (and, for the avoidance of doubt, the Forward Accrual Amount prior to such Date of Delivery shall continue to apply with respect to the number of Shares comprising the Number of Shares prior to such increase).
WHERE:
	“Forward Accrual Amount” means an accrual on the Initial Forward Price for the period from and including the Effective Date to but excluding the Settlement Date or Cash Settlement Payment Date, as applicable, at a per annum rate equal to the Federal Funds Open Rate minus the Fixed Charge for each day in that period, compounded on each such day and calculated on an Actual/360 basis.
	“Expected Dividend Amount” means the sum of, for each Expected Dividend with an Expected Dividend Ex-Dividend Date (as defined below) occurring on or before the relevant Settlement Date or Cash Settlement Payment Date, as applicable, such Expected Dividend, plus an accrual thereon for the period, if any, from and including the related Expected Dividend Payment Date (as defined below) to but excluding such Settlement Date or Cash Settlement Payment Date at a per annum rate equal to the Federal Funds Open Rate minus the Fixed Charge for each day in that period, compounded on each such day and calculated on an Actual/360 basis.
	“Expected Dividend” means USD 0.135 per Share per calendar quarter based on a quarterly dividend payment date expected to occur on July 2, 2013, October 8, 2013 and January 7, 2014 (each, an “Expected Dividend Payment Date”) with an expected ex-dividend date of June 11, 2013, September 17, 2013 and December 13, 2013, as applicable (each an “Expected Dividend Ex-Dividend Date”).
	“Federal Funds Open Rate” means with respect to any day, the opening federal funds rate quoted on Bloomberg Page “FedsOpen <Index> GO” (or any successor thereto) as of such day (or, if that day is not a Business Day, the next preceding Business Day); provided that if no such rate appears on such Business Day, the Calculation Agent shall determine the rate in a commercially reasonable manner from any publicly available source (including any Federal Reserve Bank).
	“Fixed Charge” means the Borrow Cost.

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	“Borrow Cost” means 25 basis points per annum.
	“Business Day” means any day on which the commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in New York City.
Prepayment:	Not Applicable
Variable Obligation:	Not Applicable
Exchange:	New York Stock Exchange
Related Exchanges:	All Exchanges
Calculation Agent:	Bank, which shall make all calculations, adjustments and determinations required pursuant to the Transaction, and such calculations, adjustments and determinations shall be binding absent manifest error.
Relevant Day:	Each day listed in Annex A hereto and every fourth Scheduled Trading Day after the last day so listed, as determined by the Calculation Agent. The Definitions are hereby amended by replacing the following instances of the defined term “Scheduled Trading Day” with the defined term “Relevant Day”: (i) in the definition of “Exchange Business Day” and (ii) in Article 6 of the Definitions.

4. Valuation:

Valuation Date:	Any Relevant Day during a Valuation Period, on which Shares are purchased by or on behalf of Bank (or its agent or affiliate) with respect to its hedge of the Transaction.
Initial Valuation Date:	August 8, 2013 (which date is a Relevant Day fifteen (15) Relevant Days prior to the Settlement Date), subject to “Accelerated Unwind” below and Section 12(b).
Valuation Periods:	Each period commencing on the Initial Valuation Date and ending on the Relevant Day on which the aggregate number of Valued Shares for all days in such Valuation Period equals the number of Shares for such Valuation Period.
	For any Valuation Period, “Valued Shares” means (i) where Cash Settlement is applicable to such Valuation Period, a number of Shares purchased by or on behalf of Bank (or its agent or affiliate) with respect to its hedge of the Transaction during such Valuation Period and (ii)

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	where Net Share Settlement is applicable to such Valuation Period, (x) a number of Shares purchased by or on behalf of Bank (or its agent or affiliate) with respect to its hedge of the Transaction during such Valuation Period, multiplied by (y) the Settlement Price for such Valuation Period, divided by (z) the Forward Price for the last Valuation Date of such Valuation Period.
Accelerated Unwind:	Subject to Section 12(b), Counterparty may, by providing Bank at least fifteen (15) calendar days’ notice (a “Settlement Notice”), irrevocably elect to accelerate the Initial Valuation Date or the Settlement Date, as the case may be, for all or a portion of the Number of Shares (such portion of the Number of Shares specified in such Settlement Notice, the “Unwind Shares”) to a Relevant Day specified by Counterparty in such Settlement Notice, which Settlement Notice shall also specify Counterparty’s Settlement Method Election, if any, for all such Unwind Shares (which Settlement Method Election shall, for the avoidance of doubt, meet the requirements therefor set forth opposite the caption “Settlement Method Election” below). Counterparty may not designate an Initial Valuation Date that occurs during (i) a Valuation Period relating to another Initial Valuation Date designated pursuant to this paragraph, or (ii) the Valuation Period with respect to the scheduled Settlement Date under this Confirmation or (iii) a valuation period (however defined) under any agreement similar to the Transaction as described in Section 11(d) (it being understood that the Initial Valuation Date will not occur during such a valuation period (however defined) under the Other Confirmations (as defined below) if no exchange business day (however defined) of such valuation period would occur on a Relevant Day under this Confirmation).
	Upon the acceleration of the Initial Valuation Date or Settlement Date as described above with respect to a portion but not all of the Number of Shares, the Transaction shall be treated as if it were two transactions with terms identical to those of the Transaction, except that (i) the first such transaction shall have a Number of Shares equal to the number of Unwind Shares and an Initial Valuation Date or Settlement Date, as the case may be, as specified in the relevant Settlement Notice and (ii) the second such transaction shall have a Number of Shares equal to the Number of Shares for the Transaction, minus the number of Unwind Shares (including the Unwind Shares for all previously accelerated “transactions”).

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Unwind Activities: During each Valuation Period, Bank (or its agent or affiliate) shall purchase Shares with respect to its hedge of the Transaction. The times, prices and quantities at which Bank (or its agent or affiliate) purchases any Shares during any Valuation Period and the manner in which such purchases are effected shall be at Bank’s sole discretion (it being understood that Bank may exercise such discretion after considering whether and in what quantity or manner purchasing Shares would be permitted or appropriate under applicable securities laws). For the avoidance of doubt, the Cash Settlement Payment Date in respect of a Valuation Period may occur prior to, on or later than, as the case may be, the Settlement Date that otherwise would have applied with respect to the Number of Shares for such Valuation Period had Physical Settlement been applicable.

5. Settlement Terms:

Settlement Currency:	USD
Settlement Method Election:	Applicable, subject to the proviso to Section 12(b)(i); provided that (i) for purposes of this Confirmation, Section 7.1 of the Definitions is hereby amended by adding the phrase “, Net Share Settlement” after “Cash Settlement” in the sixth line thereof and (ii) if Counterparty elects Cash Settlement or Net Share Settlement, it shall be deemed to have repeated the representations contained in Section 11(b)(vi), (vii), (ix), (x) and (xvii) on the date of notice of such election.
Electing Party:	Counterparty
Settlement Method Election Date:	The fifth (5th) Relevant Day immediately preceding the Initial Valuation Date; provided that, with respect to any Accelerated Unwind, the Settlement Method Election Date shall be the date of delivery of the Settlement Notice and Counterparty may only elect the Settlement Method pursuant to “Accelerated Unwind” above.
Default Settlement Method:	Physical Settlement
Settlement Date:	Subject to “Accelerated Unwind” above, October 31, 2013.
Cash Settlement Payment Date:	In respect of any Valuation Period, in respect of the last Valuation Date of such Valuation Period, the third (3rd) Scheduled Trading Day following such Valuation Date.
Settlement Price:	In respect of any Valuation Period, the volume-weighted average of the 10b-18 VWAP prices per Share on each

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	Exchange Business Day that is not a Disrupted Day in full during the period from and including the Initial Valuation Date to and including the last Valuation Date of such Valuation Period.
10b-18 VWAP:	In respect of any Exchange Business Day that is not a Disrupted Day, the volume-weighted average price at which the Shares trade as reported in the composite transactions for the Exchange on such Exchange Business Day, excluding (i) trades that do not settle regular way, (ii) opening (regular way) reported trades on the Exchange on such Exchange Business Day, (iii) trades that occur in the last ten (10) minutes before the scheduled close of trading on the Exchange on such Exchange Business Day and ten (10) minutes before the scheduled close of the primary trading session in the market where the trade is effected, and (iv) trades on such Exchange Business Day that do not satisfy the requirements of Rule 10b-18(b)(3) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as determined in good faith by the Calculation Agent (such trades in the Shares on such Exchange Business Day, excluding any such excluded trades, the “Rule 10b-18 Eligible Transactions” for such Exchange Business Day). Counterparty acknowledges that the Calculation Agent may refer to the Bloomberg Page “DDR.N <Equity> AQR SEC” (or any successor thereto), in its discretion, for such Exchange Business Day to determine the 10b-18 VWAP.
Forward Cash Settlement Amount:	If applicable in respect of any Valuation Period, an amount equal to (i) the Valued Shares for such Valuation Period multiplied by (ii) an amount equal to (A) the Settlement Price for such Valuation Period minus (B) the Forward Price for the last Valuation Date of such Valuation Period.
Net Share Settlement:	If applicable in respect of any Valuation Period, on the Cash Settlement Payment Date, (i) if the Net Share Settlement Amount is positive, then Seller shall deliver to Buyer the Net Share Settlement Amount, and (ii) if the Net Share Settlement Amount is negative, then Buyer shall deliver to Seller the absolute value of the Net Share Settlement Amount. For these purposes, the provisions of Sections 9.8, 9.9, 9.10, 9.11 and 9.12 of the Definitions will be applicable.
Net Share Settlement Amount:	If applicable in respect of any Valuation Period, a number of Shares (rounded down to the nearest whole Share) equal to (i) the number of Valued Shares for such Valuation Period, minus (ii) the number of Shares

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	purchased by or on behalf of Bank (or its agent or affiliate) with respect to its hedge of the Transaction during such Valuation Period, plus cash (at the Settlement Price) for any fractional Share.
Valuation Disruption:	The definition of “Market Disruption Event” in Section 6.3(a) of the Definitions is hereby amended by deleting the words “at any time during the one-hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may be” and inserting the words “at any time on any Exchange Business Day during the Valuation Period” after the word “material,” in the third line thereof.
	Section 6.3(d) of the Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof.
	If a Disrupted Day is a Disrupted Day because of a Market Disruption Event (or a deemed Market Disruption Event), the Calculation Agent shall determine in its sole discretion whether (i) such Disrupted Day is a Disrupted Day in full, in which case the 10b-18 VWAP for such Disrupted Day shall not be included for purposes of determining the Settlement Price, or (ii) such Disrupted Day is a Disrupted Day only in part, in which case the 10b-18 VWAP for such Disrupted Day shall be determined by the Calculation Agent based on Rule 10b-18 Eligible Transactions in the Shares on such Disrupted Day effected before the relevant Market Disruption Event occurred and/or after the relevant Market Disruption Event ended, and the weighting of the 10b-18 VWAP for the relevant Exchange Business Days during the Valuation Period shall be adjusted in a commercially reasonable manner by the Calculation Agent for purposes of determining the Settlement Price, with such adjustments based on the duration of any Market Disruption Event and the volume, historical trading patterns and price of the Shares. Any Relevant Day on which the Exchange is scheduled to close prior to its normal close of trading shall be deemed to be a Disrupted Day in full. Upon reasonable request by Counterparty, Bank shall promptly provide to Counterparty information relating to its calculation or determination of the 10b-18 VWAP for any Disrupted Day (but without disclosing Bank’s proprietary models or positions and only to the extent not in violation of applicable laws, regulations, policies, or contractual obligations).

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Regulatory Disruption:

Any event that Bank, in its reasonable discretion based on the advice of counsel, determines makes it appropriate with respect to any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements or related policies and procedures are imposed by law or have been voluntarily adopted by Bank), that apply generally to all transactions of a nature and kind similar to the Transaction, for it to refrain from or decrease any Unwind Activity on any Exchange Business Day, may by written notice to Counterparty be deemed by Bank to be a Market Disruption Event, which has occurred and will be continuing on such Exchange Business Day.

Representation and Agreement:

Notwithstanding Section 9.11 of the Definitions, the parties acknowledge that any Shares delivered to Counterparty will be subject to restrictions and limitations arising from Counterparty or its affiliates or out of Counterparty’s status under applicable securities laws.

6. Adjustments:

Method of Adjustment:	Subject to Section 12(b), Calculation Agent Adjustment.
Early Ordinary Dividend:	If an ex-dividend date for any dividend or distribution on the Shares occurs during any calendar quarter occurring (in whole or in part) during the Relevant Dividend Period and such ex-dividend date occurs prior to the Expected Dividend Ex-Dividend Date for such calendar quarter, the Calculation Agent shall make such adjustments to the Forward Price as the Calculation Agent determines appropriate to account for the economic effect on the Transaction of such event.
Relevant Dividend Period:	The period from and including the Trade Date to but excluding the final Cash Settlement Payment Date or Settlement Date, as the case may be.

7. Extraordinary Events:

New Shares:	In the definition of New Shares in Section 12.1(i) of the Definitions, the text in (i) shall be deleted in its entirety and replaced with “publicly quoted, traded or listed on any of the New York Stock Exchange, The NASDAQ Global Market or the NASDAQ Global Select Market (or their respective successors)”.
Consequences of Merger Events (in each case, subject to Section 12(b)):

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(a) Share-for-Share:	Alternative Obligation
(b) Share-for Other:	Cancellation and Payment
(c) Share-for-Combined:	Component Adjustment
Tender Offer:	Applicable
Consequences of Tender Offers (in each case, subject to Section 12(b)):
(a) Share-for-Share:	Calculation Agent Adjustment
(b) Share-for-Other:	Calculation Agent Adjustment
(c) Share-for-Combined:	Calculation Agent Adjustment
	provided that for all Consequences of Tender Offers where Calculation Agent Adjustment is specified, Section 12.3(c) of the Definitions is hereby amended by deleting the words “the Issuer and the Shares will not change, but” immediately following the words “Tender Offer Date” in the first line thereof.
Composition of Combined Consideration:	As reasonably determined by the Calculation Agent.
Nationalization, Insolvency or Delisting:	Subject to Section 12(b), Cancellation and Payment
	In addition to the provisions of Section 12.6(a)(iii) of the Definitions, it will also constitute a Delisting if the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Market or the NASDAQ Global Select Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange.
Determining Party:	For all applicable Extraordinary Events, Bank

8. Additional Disruption Events (in each case, subject to Section 12(b)):

Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) by adding the phrase “and/or Hedge Position” after the word “Shares” in

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	clause (X) thereof, and (iii) by immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”; provided, further that (i) any determination as to whether (A) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute) or (B) the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date, and (ii) Section 12.9(a)(ii) of the Definitions is hereby amended by replacing the parenthetical beginning after the word “regulation” in the second line thereof the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”.
Failure to Deliver:	Applicable
Insolvency Filing:	Notwithstanding anything to the contrary herein, in the ISDA Agreement or in the Definitions, upon any Insolvency Filing or other proceeding under the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”) in respect of the Issuer, the Transaction shall automatically terminate on the date thereof without further liability of either party to this Confirmation to the other party (except for any liability in respect of any breach of representation or covenant by a party under this Confirmation prior to the date of such Insolvency Filing or other proceeding), it being understood that the Transaction is a contract for the issuance of Shares by the Issuer.
Hedging Disruption:	Applicable
Increased Cost of Hedging:	Applicable
Hedging Party:	For all applicable Additional Disruption Events, Bank
Determining Party:	For all applicable Additional Disruption Events, Bank

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Bank agrees to give advance notice to Counterparty of its hedging strategy with respect to the Transaction and any subsequent material changes to such hedging strategy.

9. Non-Reliance:

Non-Reliance:	Applicable
Agreements and Acknowledgments
Regarding Hedging Activities:	Applicable
Additional Acknowledgments:	Applicable

10. Matters relating to the Purchase of Shares and Related Matters:

(a) Conditions to Effectiveness. The effectiveness of this Confirmation on the Effective Date shall be subject to the following conditions:

(i) the representations and warranties of Counterparty contained in the Underwriting Agreement (the “Underwriting Agreement”) dated the date hereof among Counterparty, Bank and JPMorgan Chase Bank, National Association, Royal Bank of Canada and Wells Fargo Bank, National Association, as the Forward Counterparties, and Goldman, Sachs & Co., J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., RBC Capital Markets, LLC, and Wells Fargo Securities, LLC as the several Underwriters and any certificate delivered pursuant thereto by Counterparty shall be true and correct on the Effective Date as if made as of the Effective Date;

(ii) Counterparty shall have performed all of the obligations required to be performed by it under the Underwriting Agreement on or prior to the Effective Date;

(iii) all of the conditions set forth in Section 7 of the Underwriting Agreement shall have been satisfied;

(iv) no event that constitutes an Extraordinary Event, a Change in Law, a Hedging Disruption, a Stock Borrow Event (as defined below) or an Increased Cost of Hedging shall have occurred;

(v) all of the representations and warranties of Counterparty hereunder and under the ISDA Agreement shall be true and correct on the Effective Date as if made as of the Effective Date; and

(vi) Counterparty shall have performed all of the obligations required to be performed by it hereunder and under the ISDA Agreement on or prior to the Effective Date.

If delivery and payment for the Initial Underwritten Securities shall not have occurred by the close of business on the Effective Date, the parties shall have no further obligations in connection with the Transaction, other than in respect of Section 10(f) and/or breaches of representations or covenants on or prior to such date. If the number of Initial Underwritten Securities shall be a number less than the initial Number of Shares specified opposite the caption “Number of Shares” above, the Number of Shares hereunder shall be reduced to a number equal to such number of Initial Underwritten Securities. Notwithstanding the definition thereof, the “Number of Shares” shall not be increased in respect of any Option Underwritten Securities to a number of Shares greater than the number equal to the sum of the Initial Underwritten Securities and the

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Option Underwritten Securities (in the aggregate for all previous Dates of Delivery). In addition, if Bank determines, in its sole discretion, that it (or its agent or affiliate) is unable to borrow and deliver for sale a number of Shares equal to the initial Number of Shares specified opposite the caption “Number of Shares” above on the Effective Date pursuant to the Underwriting Agreement (or a number of Shares equal to the number of Option Underwritten Securities on any Date of Delivery) or if, in the sole discretion of Bank (or its agent or affiliate), it would be impracticable to do so or would entail a stock loan cost in excess of a rate equal to the Borrow Cost, then the Number of Shares (or the increase in the Number of Shares in respect of such Option Underwritten Securities) shall be limited to the number of Shares Bank (or its agent or affiliate) may borrow on the Effective Date (or such Date of Delivery) at a cost at or below such rate. Bank agrees to provide commercially reasonable prior notice of any such limitation of the Number of Shares (or an increase in the Number of Shares) (it being understood that such notice shall not be a condition to any such limitation). If, for any reason, the prospectus contemplated by the Underwriting Agreement ceases to be current and available for use prior to the completion by Bank, its affiliates or any other forward counterparty or underwriter of the sale of a number of Shares equal to the Number of Shares (as increased in respect of the Option Underwritten Securities, if any), Bank may reduce the Number of Shares hereunder to the number of Shares sold prior to such time.

(b) Underwriting Agreement Representations, Warranties and Covenants. On the Trade Date, the Effective Date, each Date of Delivery and on each date on which Bank, its affiliates or any other forward counterparty or underwriter delivers a prospectus in connection with a sale to hedge the Transaction, Counterparty hereby makes to Bank as of such date all of the representations and warranties contained in the Underwriting Agreement. Counterparty hereby agrees to comply with its covenants contained in the Underwriting Agreement as if such covenants were made in favor of Bank.

(c) Interpretive Letter. Counterparty agrees and acknowledges that the Transaction is being entered into in accordance with the October 9, 2003 interpretive letter from the staff of the Securities and Exchange Commission to Goldman, Sachs & Co. (the “Interpretive Letter”) and agrees that, with respect to the foregoing, Counterparty has filed a registration statement on Form S-3 with respect to the “maximum number of shares” (as such term is described in the Interpretive Letter) and appropriate undertakings under Rule 415 under the Securities Act, including, but not limited to, Rule 415(a)(4).

(d) Agreements and Acknowledgments of Counterparty Regarding Shares.

(i) Counterparty agrees and acknowledges that, in respect of any Shares delivered to Bank hereunder, such Shares shall be, upon such delivery, duly and validly authorized, issued and outstanding, fully paid and nonassessable, free of any lien, charge, claim, any preemptive or similar rights or other encumbrance and shall, upon such issuance, be accepted for listing or quotation on the Exchange;

(ii) Counterparty agrees and acknowledges that Bank (or its agent or affiliate) will hedge its exposure to the Transaction by selling Shares borrowed from third party securities lenders or other Shares pursuant to a registration statement, and that, pursuant to the terms of the Interpretive Letter, the Shares (up to the Number of Shares) delivered, pledged or loaned by Counterparty to Bank (or its agent or affiliate) in connection with the Transaction may be used by Bank (or its agent or affiliate) to return to securities lenders without further registration under the Securities Act of 1933, as amended (the “Securities Act”). Accordingly, Counterparty agrees that the Shares that it delivers, pledges or loans to Bank (or its agent or affiliate) on or prior to any Settlement Date or Cash Settlement Payment Date, as the case may be, will not bear a restrictive legend and that such Shares will be deposited in, and the delivery thereof shall be effected through the facilities of, the Clearance System; and

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(iii) Counterparty agrees not to take any action to reduce or decrease the number of authorized and unissued Shares below the sum of (x) the maximum number of Shares deliverable pursuant to the Transaction and (y) the total number of Shares issuable upon settlement (whether by net share settlement or otherwise) of any other transaction or agreement to which it is a party.

(e) Private Placement Procedures. If Counterparty is unable to comply with the provisions of sub-paragraph (ii) of “Agreements and Acknowledgments of Counterparty Regarding Shares” above because of a change in law or a change in interpretation or the policy of the Securities and Exchange Commission or its staff, or Bank otherwise determines that in its reasonable opinion any Shares to be delivered to Bank (or its agent or affiliate) by Counterparty may not be freely returned by Bank (or its agent or affiliate) to securities lenders as described under such sub-paragraph (ii), then delivery of any such Shares (the “Restricted Shares”) shall be effected pursuant to clause (i) below.

(i) Delivery of Restricted Shares by Counterparty to Bank (or its agent or affiliate) (a “Private Placement Settlement”) shall be effected in accordance with customary private placement procedures with respect to such Restricted Shares reasonably acceptable to Bank. On the date of such delivery, Counterparty shall not have taken, or caused to be taken, any action that would make unavailable either (x) the exemption pursuant to Section 4(2) of the Securities Act for the sale or deemed sale by Counterparty to Bank (or any agent or affiliate designated by Bank) of the Restricted Shares or (y) the exemption pursuant to Section 4(1) or Section 4(3) of the Securities Act for resales of the Restricted Shares by Bank (or any such agent or affiliate of Bank). The Private Placement Settlement of such Restricted Shares shall include customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Bank (and/or any such agent or affiliate of Bank), due diligence rights (for Bank or any such agent or affiliate of Bank or any buyer of the Restricted Shares designated by Bank or any such agent or affiliate of Bank), opinions and certificates, and such other documentation as is customary for private placement agreements, all reasonably acceptable to Bank (or any such agent or affiliate of Bank). In the case of a Private Placement Settlement, Bank shall, in its good faith discretion, adjust the number of Restricted Shares to be delivered to Bank hereunder in a commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Bank (or its agent or affiliate) and may only be saleable by Bank (or its agent or affiliate) at a discount to reflect the lack of liquidity in Restricted Shares. Notwithstanding the ISDA Agreement or this Confirmation, the date of delivery of such Restricted Shares shall be the Scheduled Trading Day following notice by Bank to Counterparty of the number of Restricted Shares to be delivered pursuant to this clause (i). For the avoidance of doubt, delivery of Restricted Shares shall be due as set forth in the previous sentence and not be due on the date that would otherwise be applicable.

(ii) If Counterparty delivers any Restricted Shares in respect of the Transaction, Counterparty agrees that (A) such Shares may be transferred freely among Bank and its agents and/or affiliates and (B) after the minimum “holding period” within the meaning of Rule 144(d) under the Securities Act has elapsed, Counterparty shall promptly remove, or cause the transfer agent for the Shares to remove, any legends referring to any transfer restrictions from such Shares upon delivery by Bank (or such agent or affiliate of Bank) to Counterparty or such transfer agent of seller’s and broker’s representation letters customarily delivered by Bank or its affiliates in connection with resales of restricted securities pursuant to Rule 144 under the Securities Act, each without any further requirement for the delivery of any certificate, consent, agreement, opinion of counsel, notice or any other document, any transfer tax stamps or payment of any other amount or any other action by Bank (or such agent or affiliate of Bank).

(f) Indemnity. Counterparty agrees to indemnify Bank and its affiliates and their respective directors, officers, employees, agents and controlling persons (Bank and each such affiliate or

14

person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint and several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to, the execution or delivery of this Confirmation, the performance by the parties hereto of their respective obligations under the Transaction, any breach of any covenant or representation made by Counterparty in this Confirmation or the ISDA Agreement or the consummation of the transactions contemplated hereby and will reimburse any Indemnified Party for all reasonable expenses (including reasonable legal fees and expenses) as they are incurred in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. Counterparty will not be liable under this Section 10(f) to the extent that any loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court to have resulted from Bank’s gross negligence or willful misconduct.

11. Representations and Covenants:

(a) In connection with this Confirmation and the Transaction and any other documentation relating to the ISDA Agreement, each party to this Confirmation represents and acknowledges to the other party that:

(i) it is an “accredited investor” as defined in Section 2(a)(15)(ii) of the Securities Act; and

(ii) it is an “eligible contract participant” as defined in Section 1a of the Commodity Exchange Act, as amended (the “CEA”), and this Confirmation and the Transaction hereunder are subject to individual negotiation by the parties and have not been executed or traded on a “trading facility” as defined in Section 1a of the CEA.

(b) Counterparty represents to Bank on the Trade Date, the Effective Date and any Date of Delivery (and in addition, in the case of clauses (vi), (vii), (ix), (x) and (xvii) below, on the date, if any, that Counterparty notifies Bank of its election of Cash Settlement or Net Share Settlement with respect to the Transaction or any portion thereof) that:

(i) its financial condition is such that it has no need for liquidity with respect to its investment in the Transaction and no need to dispose of any portion thereof to satisfy any existing or contemplated undertaking or indebtedness;

(ii) its investments in and liabilities in respect of the Transaction, which it understands are not readily marketable, is not disproportionate to its net worth, and it is able to bear any loss in connection with the Transaction, including the loss of its entire investment in the Transaction;

(iii) it understands that Bank has no obligation or intention to register the Transaction under the Securities Act or any state securities law or other applicable federal securities law;

(iv) it understands that no obligations of Bank to it hereunder will be entitled to the benefit of deposit insurance and that such obligations will not be guaranteed by any Affiliate of Bank or any governmental agency;

(v) IT UNDERSTANDS THAT THE TRANSACTION IS SUBJECT TO COMPLEX RISKS WHICH MAY ARISE WITHOUT WARNING AND MAY AT TIMES BE VOLATILE AND THAT LOSSES MAY OCCUR QUICKLY AND IN UNANTICIPATED MAGNITUDE AND IS WILLING TO ACCEPT SUCH TERMS AND CONDITIONS AND ASSUME (FINANCIALLY AND OTHERWISE) SUCH RISKS;

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(vi) each of its filings under the Securities Act, the Exchange Act or other applicable securities laws that are required to be filed have been filed and that, as of the respective dates thereof and as of the date of this representation, there is no misstatement of material fact contained therein or omission of a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading;

(vii) it has not and will not directly or indirectly violate any applicable law (including, without limitation, the Securities Act and the Exchange Act) in connection with the Transaction.

(viii) it has reserved and will keep available, free from preemptive rights, out of its authorized but unissued Shares, solely for the purpose of issuance upon settlement of the Transaction as herein provided, the full number of Shares as shall then be issuable upon settlement of the Transaction;

(ix) it is not entering into this Confirmation (and with respect to any election of Cash Settlement or Net Share Settlement, it is not making such election) to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares);

(x) it is not entering into this Confirmation (and with respect to any election of Cash Settlement or Net Share Settlement, it is not making such election) on the basis of, and it is not aware of, any material non-public information regarding Counterparty or the Shares;

(xi) it is, and shall be as of the date of any payment or delivery by it hereunder, solvent and able to pay its debts as they come due, with assets having a fair value greater than liabilities and with capital sufficient to carry on the businesses in which it engages;

(xii) it is not and, after giving effect to the transactions contemplated hereby, will not be required to be registered as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended;

(xiii) it is eligible to conduct a primary offering of Shares on Form S-3, the offering contemplated by the Underwriting Agreement complies with Rule 415 under the Securities Act, and the Shares are “actively traded” as defined in Rule 101(c)(1) of Regulation M (“Regulation M”) promulgated under the Exchange Act;

(xiv) it (x) has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of entering into the Transaction; (y) has consulted with its own legal, financial, accounting and tax advisors in connection with the Transaction; and (z) has entered into the Transaction for a bona fide business purpose;

(xv) it is not and has not been the subject of any civil proceeding of a judicial or administrative body of competent jurisdiction that could reasonably be expected to impair materially Counterparty’s ability to perform its obligations hereunder;

(xvi) no filing with, or approval, authorization, consent, license registration, qualification, order or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the execution, delivery and performance by Counterparty of this Confirmation and the consummation of the Transaction (including, without limitation, the issuance and delivery of Shares on any Settlement Date or Cash Settlement Payment Date, as the

16

case may be) except (x) such as may be required to be obtained under the Securities Act, (y) reporting obligations under the Exchange Act and (z) as may be required to be obtained under state securities laws;

(xvii) it is entering into this Confirmation (and with respect to any election of Cash Settlement or Net Share Settlement, it is making such election) in good faith, not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act, and it has not entered into or altered any hedging transaction relating to the Shares corresponding to or offsetting the Transaction; and

(xviii) it (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing and (C) has total assets of at least $50 million.

(c) In connection with this Confirmation and the Transaction, Counterparty agrees and acknowledges that:

(i) it shall, upon obtaining knowledge of the occurrence of any event that would, with the giving of notice, the passage of time or the satisfaction of any condition, constitute an Event of Default, a Potential Event of Default, a Termination Event in respect of which it is an Affected Party, a Potential Adjustment Event, an Extraordinary Event or an Additional Disruption Event, notify Bank within one Business Day of the occurrence of obtaining such knowledge;

(ii) in addition to any other requirements set forth herein, it shall not have the right to elect Cash Settlement or Net Share Settlement if Bank notifies it that, in the reasonable judgment of Bank, such Cash Settlement or Net Share Settlement or the related purchases of Shares by Bank (or its agent or affiliate) may raise material risks under applicable securities laws, including without limitation because such purchases, if effected by it, would not qualify for applicable safe harbors under applicable securities laws (including, without limitation, the safe harbor provided by Rule 10b-18 under the Exchange Act); and

(iii) it shall not engage in any “distribution” of Shares (as defined in Regulation M) during the period starting on the first day of any Valuation Period and ending on the first Exchange Business Day immediately following the last day of such Valuation Period (such period, the “Regulation M Period”), and, without limiting any of the foregoing, neither it nor any “affiliated purchaser” (as defined in Regulation M) will, directly or indirectly, bid for, purchase or attempt to induce any person to bid for or purchase, the Shares or securities that are convertible into, or exchangeable or exercisable for, Shares during any “restricted period” (as such term is defined in Regulation M) that occurs during the Regulation M Period.

(d) Other than (i) purchases of Shares (or any security convertible into or exchangeable for Shares) by Counterparty from participants in Counterparty’s equity compensation plans that occur or are deemed to occur in connection with the payment of any exercise price or in satisfaction of tax withholding obligations or otherwise in connection with the exercise or vesting of any equity award, (ii) acquisitions of Shares (or any security convertible into or exchangeable for Shares) from Counterparty by participants in Counterparty’s equity compensation plans or (iii) purchases of debt securities convertible into or exchangeable for Shares, Counterparty (or any “affiliated purchaser” as defined in Rule 10b-18 under the Exchange Act) shall not, without the prior written consent of Bank, directly or indirectly purchase any Shares (including by means of a derivative instrument), listed contracts on the

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Shares or securities that are convertible into, or exchangeable or exercisable for Shares (including, without limitation, any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18 under the Exchange Act)) on any Relevant Day during any Valuation Period, except through Bank (or its agent or affiliate). Counterparty agrees that neither it nor any of its affiliates shall take any action that would cause any purchases of Shares by Bank (or its agent or affiliate) in connection with any Cash Settlement or Net Share Settlement of the Transaction not to meet the requirements of the safe harbor provided by Rule 10b-18 under the Exchange Act if such purchases were effected by it. Without limiting the generality of the foregoing, Counterparty represents and warrants to, and agrees with, Bank that Counterparty has not and will not enter into any agreement similar to the Transaction described herein (including, for the avoidance of doubt, the Confirmations of even date herewith entered into between Counterparty and each of JPMorgan Chase Bank, National Association, Royal Bank of Canada and Wells Fargo Bank, National Association (the “Other Confirmations”) where any valuation period (however defined) in such other transaction will overlap at any time (including as a result of acceleration, postponement or extension in such valuation period as provided in the relevant agreement) with any Valuation Period under this Confirmation (it being understood that such a valuation period under the Other Confirmations will not overlap with a Valuation Period under this Confirmation if no exchange business day (however defined) under the Other Confirmations would occur on a Relevant Day under this Confirmation). In the event that the valuation period in any other similar transaction overlaps with any Valuation Period under this Confirmation as a result of any acceleration, postponement or extension of such Valuation Period, Counterparty shall promptly amend such transaction to avoid any such overlap.

(e) It is the intent of the parties that, as of the Trade Date and as of the date of any election of Cash Settlement or Net Share Settlement by Counterparty, the Transaction comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act, and the parties agree that this Confirmation shall be interpreted in a manner to comply with the requirements of Rule 10b5-1(c) under the Exchange Act, and Counterparty shall take no action that results in the Transaction not so complying with such requirements. Without limiting the generality of the preceding sentence, Counterparty acknowledges and agrees that (A) Counterparty does not have, and shall not attempt to exercise, any influence over how, when or whether Bank (or its agent or affiliate) effects any purchases of Shares or other transactions relating to the Share in connection with the Transaction, (B) during the Valuation Period, neither Counterparty nor its officers or employees shall, directly or indirectly, communicate any information regarding Counterparty or the Shares to any employee of Bank (or its agent or affiliate) responsible for trading Shares in connection with the transactions contemplated hereby, (C) Counterparty will elect Cash Settlement or Net Share Settlement, as the case may be, in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act, and (D) Counterparty will not alter or deviate from this Confirmation or enter into or alter a corresponding hedging transaction with respect to the Shares. Counterparty also acknowledges and agrees that any amendment, modification or waiver of this Confirmation with respect to any Valuation Period must be effected in accordance with the requirements for the amendment of a “plan” as defined in Rule 10b5-1(c) under the Exchange Act. Without limiting the generality of the foregoing, any such amendment, modification or waiver shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act, and no such amendment, modification or waiver shall be made on the basis of, or at any time at which Counterparty is aware of, any material non-public information regarding Counterparty or the Shares.

(f) Counterparty agrees to provide Bank at least 10 Scheduled Trading Days’ written notice (an “Issuer Repurchase Notice”) prior to Counterparty or any of its subsidiaries repurchasing Shares, whether out of profits or capital or whether the consideration for such repurchase is cash, securities or otherwise, that alone or in the aggregate would result in the Notional Percentage (as defined below) being (i) equal to or greater than 3.5% of the outstanding Shares and (ii) greater by 0.25% or more than the Notional Percentage at the time of the immediately preceding Issuer Repurchase Notice (or in the

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case of the first such Issuer Repurchase Notice, greater than the Notional Percentage as of the later of the date hereof or the immediately preceding Settlement Date, if any). The “Notional Percentage” as of any day is the fraction (1) the numerator of which is the Number of Shares and (2) the denominator of which is the number of Shares outstanding on such day. Upon receipt of an Issuer Repurchase Notice, Bank may designate an Additional Termination Event with respect to any portion of the Transaction that Bank (or its affiliate) in its sole discretion determines is necessary to reduce the Charter Percentage to 4.75%. The “Charter Percentage” shall be a fraction, the numerator of which is (i) the Number of Shares plus (ii) any other Shares that Bank, its affiliates and each other person subject to aggregation of Shares with Bank under Counterparty’s Second Amended and Restated Articles of Incorporation (the “Charter”) determines in its sole discretion may “Beneficially Own” under the Charter, and the denominator of which is the number of Shares outstanding after giving effect to the repurchase described in the relevant Issuer Repurchase Notice.

12. Miscellaneous:

(a) Early Termination. The parties agree that, notwithstanding the definition of Settlement Amount in the ISDA Agreement, for purposes of Section 6(e) of the ISDA Agreement, Second Method and Loss will apply to the Transaction.

(b) Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events.

(i) In lieu of (A) designating an Early Termination Date as the result of an Event of Default or Termination Event, (B) terminating the Transaction and determining a Cancellation Amount as the result of an Additional Disruption Event, or (C) terminating the Transaction and determining an amount payable in connection with an Extraordinary Event to which Cancellation and Payment would otherwise be applicable, Bank shall be entitled to designate an early settlement date (the “Bank Early Settlement Date”), in which case the Settlement Date shall be accelerated to the Bank Early Settlement Date and Physical Settlement shall apply; provided that Bank may in its sole discretion elect to permit Counterparty to elect Cash Settlement or Net Share Settlement, in which event the Initial Valuation Date would be accelerated to the Bank Early Settlement Date. In the case of an Additional Termination Event with respect to a portion of the Transaction pursuant to Section 12(g), such acceleration of the Settlement Date or, if so permitted by Bank, the Initial Valuation Date, as the case may be, shall occur only with respect to the portion of the Transaction that Bank (or its affiliate) determines is affected by the occurrence of such event.

For the avoidance of doubt, if the Bank Early Settlement Date occurs during a Valuation Period, then settlement in respect of the Valued Shares for all Valuation Dates in such Valuation Period occurring on or prior to the Bank Early Settlement Date (the aggregate number of such Valued Shares, the “Number of Unwound Shares”) shall occur as provided in Section 5 above, and the acceleration of the Settlement Date or Initial Valuation Date, as the case may be, described in the immediately preceding sentence shall be in respect of a Number of Shares equal to the Number of Shares, minus the Number of Unwound Shares.

(ii) If, subject to Section 12(c) below, the settlement of the Transaction has not been subject to acceleration in accordance with Section 12(b)(i) and one party owes the other party any amount in connection with the Transaction pursuant to Section 12.7 or 12.9 of the Definitions (except in the case of an Extraordinary Event in which the consideration or proceeds to be paid to holders of Shares as a result of such event consists solely of cash) or pursuant to Section 6(d)(ii) of the ISDA Agreement (except in the case of an Event of Default in which Counterparty is the

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Defaulting Party or a Termination Event in which Counterparty is the Affected Party, other than (x) an Event of Default of the type described in Section 5(a)(iii), (v), (vi) or (vii) of the ISDA Agreement or (y) a Termination Event of the type described in Section 5(b)(i), (ii), (iii), (iv), or (v) of the ISDA Agreement that in the case of either (x) or (y) resulted from an event or events outside Counterparty’s control) (a “Payment Obligation”), Counterparty shall have the right, in its sole discretion, to (A) if the amount is owed by Bank, require Bank to satisfy any such Payment Obligation or (B) if the amount is owed by Counterparty to satisfy any such Payment Obligation, in either case by delivery of Termination Delivery Units (as defined below) by giving irrevocable telephonic notice to Bank, confirmed in writing within one Business Day, between the hours of 9:00 a.m. and 4:00 p.m. New York time on the Closing Date or Early Termination Date, as applicable (“Notice of Termination Delivery”). Upon Notice of Termination Delivery, the party with the Payment Obligation shall deliver to the other party a number of Termination Delivery Units having a cash value equal to the amount of such Payment Obligation (such number of Termination Delivery Units to be delivered to be determined by the Calculation Agent acting in a commercially reasonable manner). Settlement relating to any delivery of Termination Delivery Units pursuant to this provision shall occur within three Scheduled Trading Days if Counterparty has the Payment Obligation and within a reasonable period of time if Bank has the Payment Obligation.

“Termination Delivery Unit” means (A) in the case of a Termination Event, an Event of Default or an Extraordinary Event (other than an Insolvency, Nationalization, Merger Event or Tender Offer), one Share or (B) in the case of an Insolvency, Nationalization, Merger Event or Tender Offer, a unit consisting of the number or amount of each type of property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Insolvency, Nationalization, Merger Event or Tender Offer. If a Termination Delivery Unit consists of property other than cash or New Shares and Counterparty provides irrevocable written notice to the Calculation Agent on or prior to the Closing Date that it elects to deliver (or, as applicable, have Bank deliver) cash, New Shares or a combination thereof (in such proportion as Counterparty designates) in lieu of such other property, the Calculation Agent will replace such property with cash, New Shares or a combination thereof as components of a Termination Delivery Unit in such amounts, as determined by the Calculation Agent in its discretion by commercially reasonable means, as shall have a value equal to the value of the property so replaced. If such Insolvency, Nationalization, Merger Event or Tender Offer involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash.

(c) Set-Off and Netting. Bank agrees not to set-off or net amounts due from Counterparty with respect to the Transaction against amounts due from Bank to Counterparty under any other obligations whether by operation of law or otherwise. Section 2(c) of the ISDA Agreement as it applies to payments due with respect to the Transaction shall remain in effect and is not subject to the first sentence of this provision.

(d) Maximum Share Delivery. Notwithstanding any other provision of this Confirmation, in no event will Counterparty be required to deliver hereunder, whether pursuant to Physical Settlement, Net Share Settlement, Private Placement Settlement or otherwise, more than 17,000,000 Shares to Bank in the aggregate, subject to adjustment pursuant to the terms of this Confirmation and the Definitions in connection with a stock split or stock dividend.

(e) Status of Claims in Bankruptcy. Bank acknowledges and agrees that this Confirmation is not intended to convey to Bank rights with respect to the transactions contemplated hereby that are senior to the claims of common stockholders in any U.S. bankruptcy proceedings of

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Counterparty; provided, however, that nothing herein shall limit or shall be deemed to limit Bank’s right to pursue remedies in the event of a breach by Counterparty of its obligations and agreements with respect to this Confirmation and the ISDA Agreement; and, provided, further, that nothing herein shall limit or shall be deemed to limit Bank’s rights in respect of any transaction other than the Transaction.

(f) No Collateral. Notwithstanding any provision of this Confirmation or the ISDA Agreement, or any other agreement between the parties, to the contrary, the obligations of Counterparty under the Transaction is not secured by any collateral. Without limiting the generality of the foregoing, if the ISDA Agreement or any other agreement between the parties includes an ISDA Credit Support Annex or other agreement pursuant to which Counterparty collateralizes obligations to Bank, then the obligations of Counterparty hereunder will not be considered to be obligations under such Credit Support Annex or other agreement pursuant to which Counterparty collateralizes obligations to Bank, and the Transaction shall be disregarded for purposes of calculating any Exposure or similar term thereunder.

(g) Additional Termination Event. Each of the following events shall constitute an Additional Termination Event under Section 5(b)(v) of the ISDA Agreement, with the Transaction as the sole Affected Transaction and Counterparty as the sole Affected Party; provided that, in its sole discretion, Bank may designate an Additional Termination Event with respect to all or any portion of the Transaction that Bank (or its affiliate) determines is affected by the occurrence of such event:

(i) The occurrence of an Increased Dividend Event, Non-Cash Distribution Event or Extraordinary Dividend (each as defined below). An “Increased Dividend Event” shall occur if, for any calendar quarter occurring (in whole or in part) during the Relevant Dividend Period, the aggregate amount or value (as determined by the Calculation Agent) per Share of all dividends or distributions on the Shares with an ex-dividend date occurring or scheduled to occur during such calendar quarter, exceeds USD 0.135 per Share per calendar quarter. A “Non-Cash Distribution Event” shall occur if the Issuer declares a distribution or dividend of the type described in Section 11.2(e)(ii)(B), (C) or (D) of the Definitions, which distribution or dividend has an ex-dividend date occurring or scheduled to occur during the Relevant Dividend Period. “Extraordinary Dividend” means the per Share amount of any cash dividend or distribution declared by the Issuer, which dividend has an ex-dividend date occurring or scheduled to occur at any time during the Relevant Dividend Period, with respect to the Shares that is specified by the board of directors of the Issuer as an “extraordinary” dividend.

(ii) The occurrence of a Stock Borrow Event (as defined below) of which Bank has provided two (2) Scheduled Trading Days’ prior notice to Counterparty; provided that, if in respect of such Stock Borrow Event, Counterparty refers Bank (or its agent or affiliate) to a Lending Party (as defined below) that will lend Bank (or its agent or affiliate) Shares in an amount equal to the Number of Shares at a rate equal to or less than the Borrow Cost and such Lending Party lends Shares in the amount of the Number of Shares at a rate equal to or less than the Borrow Cost and on other terms and conditions satisfactory to Bank (or its agent or affiliate), in each case, within two (2) Scheduled Trading Days of receipt of the notice of Stock Borrow Event, then such Stock Borrow Event shall not constitute an Additional Termination Event. A “Stock Borrow Event” shall occur if, in its sole discretion, Bank (or its agent or affiliate) is unable to, or it is commercially impracticable for Bank (or its agent or affiliate) to, continue to borrow a number of Shares equal to the Number of Shares or that, with respect to borrowing the Number of Shares, Bank (or its agent or affiliate) would incur a rate that is greater than the Borrow Cost. A “Lending Party” means a third party that is not Counterparty that Bank (or its agent or affiliate) considers to be an acceptable counterparty (acting in good faith and in a reasonable manner in light of (x) other transactions that Bank (or its agent or affiliate) may have entered into with such party and (y) any legal, regulatory or self-regulatory requirements or

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related policies and procedures (whether or not such requirements or related policies and procedures are imposed by law or have been voluntarily adopted by Bank) that apply generally to transactions of a nature and kind similar to the transactions contemplated with such party); provided that, in addition to the foregoing requirements, an affiliate of Counterparty shall not be a Lending Party unless the transactions contemplated with such party would be (I) in compliance with applicable securities laws, including, without limitation, the Securities Act, as determined by Bank (or its agent or affiliate) in its reasonable discretion based on advice of counsel, and (II) on such terms and conditions as are acceptable to Bank (or its agent or affiliate) in its sole discretion.

(iii) If, on any day occurring after the Trade Date, the board of directors of Counterparty votes to approve, or there is a public announcement of, in either case, any action that, if consummated, would constitute an Extraordinary Event. Counterparty shall notify Bank of any such vote or announcement within three Business Days (and, in the case of any such vote, Counterparty shall publicly announce the occurrence of such vote within three Business Days thereof).

(h) Transfer. Bank has the right to assign any or all of its rights and obligations under the Transaction to deliver or accept delivery of Shares to any of its affiliates; provided that such assignment shall only occur in respect of the Transaction when it has become obligatory that the Transaction be settled by the transfer of Shares; and provided, further, that Counterparty shall have recourse to Bank in the event of failure by the assignee to perform any of such obligations hereunder and provided, further, that such assignment does not result in any negative tax or accounting consequences for, or additional payments by, Counterparty. Notwithstanding the foregoing, the recourse to Bank shall be limited to recoupment of Counterparty’s monetary damages and Counterparty hereby waives any right to seek specific performance by Bank of its obligations hereunder. Such failure after any applicable grace period shall be deemed to be an Additional Termination Event, such Transaction shall be the only Affected Transaction and Bank shall be the only Affected Party.

(i) Severability; Illegality. If compliance by either party with any provision of the Transaction would be unenforceable or illegal, (i) the parties shall negotiate in good faith to resolve such unenforceability or illegality in a manner that preserves the economic benefits of the transactions contemplated hereby and (ii) the other provisions of the Transaction shall not be invalidated, but shall remain in full force and effect.

(j) Waiver of Trial by Jury. EACH OF COUNTERPARTY AND BANK HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE TRANSACTION OR THE ACTIONS OF BANK OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.

(k) Confidentiality. Bank and Counterparty agree that (i) Counterparty is not obligated to Bank to keep confidential from any and all persons or otherwise limit the use of any element of Bank’s descriptions relating to tax aspects of the Transaction and any part of the structure necessary to understand those tax aspects, and (ii) Bank does not assert any claim of proprietary ownership in respect of such descriptions contained herein of the use of any entities, plans or arrangements to give rise to significant U.S. federal income tax benefits for Counterparty.

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(l) Securities Contract. The parties hereto intend for:

(i) each Transaction hereunder to be a “securities contract” and a “swap agreement” as defined in the Bankruptcy Code, and the parties hereto to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6), 555 and 560 of the Bankruptcy Code;

(ii) the rights given to Bank hereunder upon an Event of Default, Termination Event or Early Termination Date to constitute “contractual rights” to cause the liquidation of a “securities contract” or a “swap agreement” and to set off mutual debts and claims in connection with a “securities contract” or a “swap agreement”, as such terms are used in Sections 555 and 362(b)(6) of the Bankruptcy Code;

(iii) any cash, securities or other property provided as performance assurance, credit support or collateral with respect to a Transaction to constitute “margin payments” and “transfers” under a “securities contract” or a “swap agreement” as defined in the Bankruptcy Code;

(iv) all payments for, under or in connection with a Transaction, all payments for the Shares and the transfer of such Shares to constitute “settlement payments” and “transfers” under a “securities contract” or a “swap agreement” as defined in the Bankruptcy Code; and

(v) any or all obligations that either party has with respect to this Confirmation or the ISDA Agreement to constitute property held by or due from such party to margin, guaranty or settle obligations of the other party with respect to the transactions under the ISDA Agreement (including any Transaction) or any other agreement between such parties.

(m) Beneficial Ownership. Notwithstanding anything to the contrary in the ISDA Agreement or this Confirmation, in no event shall Bank be entitled to receive (or be obligated to deliver), or shall be deemed to receive, any Shares if, upon such receipt of such Shares by Bank, (i) the Equity Percentage would be equal to or greater than 4.9% or (ii) the Share Amount would exceed the Applicable Share Limit (if any applies) (any such condition described in clauses (i) or (ii), an “Excess Ownership Position”). The “Equity Percentage” as of any day is the fraction (A) the numerator of which is the number of Shares that Bank, its affiliates and each other person subject to aggregation of Shares with Bank under Section 13 or Section 16 of the Exchange Act and the rules and regulations promulgated thereunder would directly or indirectly “beneficially own” (within the meaning of Section 13 or Section 16 of the Exchange Act and the rules and regulations promulgated thereunder) and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Bank and any person whose ownership position would be aggregated with that of Bank (Bank or any such person, a “Bank Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Counterparty that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Bank in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (x) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Bank Person, or could result in an adverse effect on a Bank Person, under any Applicable Restriction, as determined by Bank in its reasonable discretion, minus (y) 1.0% of the number of Shares outstanding. If any delivery owed to Bank hereunder is not made, in whole or in part, as a result of this provision, Counterparty’s obligation to make such delivery shall not be extinguished and Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Clearance System Business

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Day after, Bank gives notice to Counterparty that such delivery would not result in the Equity Percentage exceeding 4.9% or the Share Amount exceeding the Applicable Limit (if any applies), as the case may be.

(n) Wall Street Transparency and Accountability Act. In connection with Section 739 of the Wall Street Transparency and Accountability Act of 2010 (“WSTAA”), the parties hereby agree that neither the enactment of WSTAA or any regulation under the WSTAA, nor any requirement under WSTAA or an amendment made by WSTAA, shall limit or otherwise impair either party’s otherwise applicable rights to terminate, renegotiate, modify, amend or supplement this Confirmation or the ISDA Agreement, as applicable, arising from a termination event, force majeure, illegality, increased costs, regulatory change or similar event under this Confirmation, the Definitions incorporated herein, or the ISDA Agreement (including, but not limited to, rights arising from Change in Law, Hedging Disruption, Increased Cost of Hedging, Stock Borrow Event, an Excess Ownership Position, or Illegality (as defined in the ISDA Agreement)).

13. Addresses for Notice:

If to Bank:	To: Goldman, Sachs & Co. Attn: Bennett Schachter Equity Capital Markets 200 West Street New York, New York 10282 Telephone: 212-902-2568 Facsimile: 212-902-3000 Email: Bennett.Schachter@gs.com
	With a copy to: Attn: Josh Murray Equity Capital Markets 200 West Street New York, New York 10282 Telephone: 212-902-3291 Facsimile: 212-902-3000 Email: joshua.murray@gs.com
If to Counterparty:	DDR Corp. 3300 Enterprise Parkway Beachwood, Ohio 44122
	Attention:	Luke Petherbridge Senior Vice President of Capital Markets
	Facsimile:	216-755-1827

14. Accounts for Payment:

To Bank: Chase Manhattan Bank New York ABA No.: 021-000021 Acct.: Goldman, Sachs & Co. Acct. No.: 930-1-011483

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To Counterparty: BNF: DDR Corp. PNC Bank ABA #041000124 DDA: 4255781556

15. Delivery Instructions:

Unless otherwise directed in writing, any Share to be delivered hereunder shall be delivered as follows:

To Bank:	To be advised.
To Counterparty:	To be advised.

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Yours sincerely,
Goldman, Sachs & Co.
By:	/s/ Daniela A. Rouse
	Name: Daniela A. Rouse
	Title: Vice President

[Signature Page to Issuer Forward Sale Transaction]

Confirmed as of the

date first above written:

DDR CORP.
By:	/s/ Luke Petherbridge
	Name: Luke Petherbridge
	Title: Executive Vice President of Capital Markets

[Signature Page to Issuer Forward Sale Transaction]

Annex A

RELEVANT DAYS

1	May 17, 2013
2	May 23, 2013
3	May 30, 2013
4	June 5, 2013
5	June 11, 2013
6	June 17, 2013
7	June 21, 2013
8	June 27, 2013
9	July 5, 2013
10	July 11, 2013
11	July 17, 2013
12	July 23, 2013
13	July 29, 2013
14	August 2, 2013
15	August 8, 2013
16	August 14, 2013
17	August 20, 2013
18	August 26, 2013
19	August 30, 2013
20	September 6, 2013
21	September 12, 2013
22	September 18, 2013
23	September 24, 2013
24	September 30, 2013
25	October 4, 2013
26	October 10, 2013
27	October 16, 2013
28	October 22, 2013
29	October 28, 2013
30	November 1, 2013
31	November 7, 2013
32	November 13, 2013
33	November 19, 2013

EX-1.3

Exhibit 1.3

CONFIRMATION

Date:	May 16, 2013
To:	DDR Corp.
	3300 Enterprise Parkway
	Beachwood, Ohio 44122
Telefax No.:	216-755-1827
Attention:	Luke Petherbridge
	Senior Vice President of Capital Markets
From:	JPMorgan Chase Bank, National Association
Telefax No.:	(212) 622-0105

Re: Issuer Forward Sale Transaction

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between DDR Corp. (“Counterparty”) and JPMorgan Chase Bank, National Association (“Bank”) on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the ISDA Agreement specified below.

This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to an agreement in the form of the 1992 ISDA Master Agreement (Multicurrency-Cross Border) (“ISDA Agreement”) as if we had executed an agreement in such form on the Trade Date of the first such Transaction between you and us, and such agreement shall be considered the “Agreement” hereunder. The parties hereby agree that no Transaction other than the Transaction to which this Confirmation relates shall be governed by the ISDA Agreement.

The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Definitions”) as published by ISDA are incorporated into this Confirmation. In addition, the terms Closing Date, Date of Delivery, Initial Underwritten Securities and Option Underwritten Securities have the meanings assigned to such terms in the Underwriting Agreement (as defined below) (in particular, in the case of Initial Underwritten Securities and Option Underwritten Securities, the meanings assigned to such terms with respect to Bank or the affiliate of Bank acting as “Forward Seller” under Section 3(b) of the Underwriting Agreement).

THIS CONFIRMATION WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN

JPMorgan Chase Bank, National Association

Organised under the laws of the United States as a National Banking Association.

Main Office 1111 Polaris Parkway, Columbus, Ohio 43240

Registered as a branch in England & Wales branch No. BR000746

Registered Branch Office 25 Bank Street, Canary Wharf, London, E14 5JP

Authorised and regulated by the Financial Services Authority

CONNECTION WITH ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECTION TO THE LAYING OF VENUE IN, AND ANY CLAIM OF INCONVENIENT FORUM WITH RESPECT TO, THESE COURTS.

1. In the event of any inconsistency between this Confirmation, on the one hand, and the Definitions or the ISDA Agreement, on the other hand, this Confirmation will govern.

2. Each party will make each payment specified in this Confirmation as being payable by such party, not later than the due date for value on that date in the place of the account specified below or otherwise specified in writing, in freely transferable funds and in a manner customary for payments in the required currency.

3. Confirmations:

This Confirmation and the ISDA Agreement shall constitute the written agreement between Counterparty and Bank with respect to the Transaction. The Transaction constitutes a Share Forward Transaction for purposes of the Definitions.

The terms of the particular Transaction to which this Confirmation relates are as follows:

Trade Date:	May 16, 2013
Effective Date:	The Closing Date
Seller:	Counterparty
Buyer:	Bank
Shares:	The common stock, $0.10 par value per share, of Counterparty (Symbol: “DDR”).
Number of Shares:	Initially, 8,500,000 Shares; provided that such number shall be increased on each Date of Delivery by the number of Option Underwritten Securities purchased from Bank (or its agent or affiliate) pursuant to Section 3 of the Underwriting Agreement for such Date of Delivery (which number of Option Underwritten Securities, for the avoidance of doubt but subject to Section 10(a) and Section 3 of the Underwriting Agreement, will be proportional to the aggregate number of “Option Underwritten Securities” as to which the option is exercised pursuant to Section 3(a)(ii) of the Underwriting Agreement), subject to “Accelerated Unwind” below and Section 10(a).
Initial Forward Price:	$18.21582 per Share
Forward Price:	As of any day, the Initial Forward Price, plus the Forward Accrual Amount, minus the Expected Dividend Amount; provided that if the Number of Shares is increased in respect of any Option Underwritten

2

	Securities, the Forward Price shall be adjusted by the Calculation Agent on the Date of Delivery for such Option Underwritten Securities to account for the fact that the Forward Accrual Amount shall not apply prior to such Date of Delivery with respect to the number of Shares by which the Number of Shares has been so increased (and, for the avoidance of doubt, the Forward Accrual Amount prior to such Date of Delivery shall continue to apply with respect to the number of Shares comprising the Number of Shares prior to such increase).
WHERE:
	“Forward Accrual Amount” means an accrual on the Initial Forward Price for the period from and including the Effective Date to but excluding the Settlement Date or Cash Settlement Payment Date, as applicable, at a per annum rate equal to the Federal Funds Open Rate minus the Fixed Charge for each day in that period, compounded on each such day and calculated on an Actual/360 basis.
	“Expected Dividend Amount” means the sum of, for each Expected Dividend with an Expected Dividend Ex-Dividend Date (as defined below) occurring on or before the relevant Settlement Date or Cash Settlement Payment Date, as applicable, such Expected Dividend, plus an accrual thereon for the period, if any, from and including the related Expected Dividend Payment Date (as defined below) to but excluding such Settlement Date or Cash Settlement Payment Date at a per annum rate equal to the Federal Funds Open Rate minus the Fixed Charge for each day in that period, compounded on each such day and calculated on an Actual/360 basis.
	“Expected Dividend” means USD 0.135 per Share per calendar quarter based on a quarterly dividend payment date expected to occur on July 2, 2013, October 8, 2013 and January 7, 2014 (each, an “Expected Dividend Payment Date”) with an expected ex-dividend date of June 11, 2013, September 17, 2013 and December 13, 2013, as applicable (each an “Expected Dividend Ex-Dividend Date”).
	“Federal Funds Open Rate” means with respect to any day, the opening federal funds rate quoted on Bloomberg Page “FedsOpen <Index> GO” (or any successor thereto) as of such day (or, if that day is not a Business Day, the next preceding Business Day); provided that if no such rate appears on such Business Day, the Calculation Agent shall determine the rate in a

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	commercially reasonable manner from any publicly available source (including any Federal Reserve Bank).
	“Fixed Charge” means the Borrow Cost.
	“Borrow Cost” means 25 basis points per annum.
	“Business Day” means any day on which the commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in New York City.
Prepayment:	Not Applicable
Variable Obligation:	Not Applicable
Exchange:	New York Stock Exchange
Related Exchanges:	All Exchanges
Calculation Agent:	Bank, which shall make all calculations, adjustments and determinations required pursuant to the Transaction, and such calculations, adjustments and determinations shall be binding absent manifest error.
Relevant Day:	Each day listed in Annex A hereto and every fourth Scheduled Trading Day after the last day so listed, as determined by the Calculation Agent. The Definitions are hereby amended by replacing the following instances of the defined term “Scheduled Trading Day” with the defined term “Relevant Day”: (i) in the definition of “Exchange Business Day” and (ii) in Article 6 of the Definitions.
4. Valuation:
Valuation Date:	Any Relevant Day during a Valuation Period, on which Shares are purchased by or on behalf of Bank (or its agent or affiliate) with respect to its hedge of the Transaction.
Initial Valuation Date:	August 9, 2013 (which date is a Relevant Day fifteen (15) Relevant Days prior to the Settlement Date), subject to “Accelerated Unwind” below and Section 12(b).
Valuation Periods:	Each period commencing on the Initial Valuation Date and ending on the Relevant Day on which the aggregate number of Valued Shares for all days in such Valuation Period equals the number of Shares for such Valuation Period.

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	For any Valuation Period, “Valued Shares” means (i) where Cash Settlement is applicable to such Valuation Period, a number of Shares purchased by or on behalf of Bank (or its agent or affiliate) with respect to its hedge of the Transaction during such Valuation Period and (ii) where Net Share Settlement is applicable to such Valuation Period, (x) a number of Shares purchased by or on behalf of Bank (or its agent or affiliate) with respect to its hedge of the Transaction during such Valuation Period, multiplied by (y) the Settlement Price for such Valuation Period, divided by (z) the Forward Price for the last Valuation Date of such Valuation Period.
Accelerated Unwind:	Subject to Section 12(b), Counterparty may, by providing Bank at least fifteen (15) calendar days’ notice (a “Settlement Notice”), irrevocably elect to accelerate the Initial Valuation Date or the Settlement Date, as the case may be, for all or a portion of the Number of Shares (such portion of the Number of Shares specified in such Settlement Notice, the “Unwind Shares”) to a Relevant Day specified by Counterparty in such Settlement Notice, which Settlement Notice shall also specify Counterparty’s Settlement Method Election, if any, for all such Unwind Shares (which Settlement Method Election shall, for the avoidance of doubt, meet the requirements therefor set forth opposite the caption “Settlement Method Election” below). Counterparty may not designate an Initial Valuation Date that occurs during (i) a Valuation Period relating to another Initial Valuation Date designated pursuant to this paragraph, or (ii) the Valuation Period with respect to the scheduled Settlement Date under this Confirmation or (iii) a valuation period (however defined) under any agreement similar to the Transaction as described in Section 11(d) (it being understood that the Initial Valuation Date will not occur during such a valuation period (however defined) under the Other Confirmations (as defined below) if no exchange business day (however defined) of such valuation period would occur on a Relevant Day under this Confirmation).
	Upon the acceleration of the Initial Valuation Date or Settlement Date as described above with respect to a portion but not all of the Number of Shares, the Transaction shall be treated as if it were two transactions with terms identical to those of the Transaction, except that (i) the first such transaction shall have a Number of Shares equal to the number of Unwind Shares and an Initial Valuation Date or Settlement Date, as the case may be, as specified in the relevant Settlement Notice

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	and (ii) the second such transaction shall have a Number of Shares equal to the Number of Shares for the Transaction, minus the number of Unwind Shares (including the Unwind Shares for all previously accelerated “transactions”).
Unwind Activities:	During each Valuation Period, Bank (or its agent or affiliate) shall purchase Shares with respect to its hedge of the Transaction. The times, prices and quantities at which Bank (or its agent or affiliate) purchases any Shares during any Valuation Period and the manner in which such purchases are effected shall be at Bank’s sole discretion (it being understood that Bank may exercise such discretion after considering whether and in what quantity or manner purchasing Shares would be permitted or appropriate under applicable securities laws). For the avoidance of doubt, the Cash Settlement Payment Date in respect of a Valuation Period may occur prior to, on or later than, as the case may be, the Settlement Date that otherwise would have applied with respect to the Number of Shares for such Valuation Period had Physical Settlement been applicable.
5. Settlement Terms:
Settlement Currency:	USD
Settlement Method Election:	Applicable, subject to the proviso to Section 12(b)(i); provided that (i) for purposes of this Confirmation, Section 7.1 of the Definitions is hereby amended by adding the phrase “, Net Share Settlement” after “Cash Settlement” in the sixth line thereof and (ii) if Counterparty elects Cash Settlement or Net Share Settlement, it shall be deemed to have repeated the representations contained in Section 11(b)(vi), (vii), (ix), (x) and (xvii) on the date of notice of such election.
Electing Party:	Counterparty
Settlement Method Election Date:	The fifth (5th) Relevant Day immediately preceding the Initial Valuation Date; provided that, with respect to any Accelerated Unwind, the Settlement Method Election Date shall be the date of delivery of the Settlement Notice and Counterparty may only elect the Settlement Method pursuant to “Accelerated Unwind” above.
Default Settlement Method:	Physical Settlement
Settlement Date:	Subject to “Accelerated Unwind” above, October 31, 2013.

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Cash Settlement Payment Date:	In respect of any Valuation Period, in respect of the last Valuation Date of such Valuation Period, the third (3rd) Scheduled Trading Day following such Valuation Date.
Settlement Price:	In respect of any Valuation Period, the volume-weighted average of the 10b-18 VWAP prices per Share on each Exchange Business Day that is not a Disrupted Day in full during the period from and including the Initial Valuation Date to and including the last Valuation Date of such Valuation Period.
10b-18 VWAP:	In respect of any Exchange Business Day that is not a Disrupted Day, the volume-weighted average price at which the Shares trade as reported in the composite transactions for the Exchange on such Exchange Business Day, excluding (i) trades that do not settle regular way, (ii) opening (regular way) reported trades on the Exchange on such Exchange Business Day, (iii) trades that occur in the last ten (10) minutes before the scheduled close of trading on the Exchange on such Exchange Business Day and ten (10) minutes before the scheduled close of the primary trading session in the market where the trade is effected, and (iv) trades on such Exchange Business Day that do not satisfy the requirements of Rule 10b-18(b)(3) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as determined in good faith by the Calculation Agent (such trades in the Shares on such Exchange Business Day, excluding any such excluded trades, the “Rule 10b-18 Eligible Transactions” for such Exchange Business Day). Counterparty acknowledges that the Calculation Agent may refer to the Bloomberg Page “DDR.N <Equity> AQR SEC” (or any successor thereto), in its discretion, for such Exchange Business Day to determine the 10b-18 VWAP.
Forward Cash Settlement Amount:	If applicable in respect of any Valuation Period, an amount equal to (i) the Valued Shares for such Valuation Period multiplied by (ii) an amount equal to (A) the Settlement Price for such Valuation Period minus (B) the Forward Price for the last Valuation Date of such Valuation Period.
Net Share Settlement:	If applicable in respect of any Valuation Period, on the Cash Settlement Payment Date, (i) if the Net Share Settlement Amount is positive, then Seller shall deliver to Buyer the Net Share Settlement Amount, and (ii) if the Net Share Settlement Amount is negative, then Buyer shall deliver to Seller the absolute value of the Net Share Settlement Amount. For these purposes, the

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	provisions of Sections 9.8, 9.9, 9.10, 9.11 and 9.12 of the Definitions will be applicable.
Net Share Settlement Amount:	If applicable in respect of any Valuation Period, a number of Shares (rounded down to the nearest whole Share) equal to (i) the number of Valued Shares for such Valuation Period, minus (ii) the number of Shares purchased by or on behalf of Bank (or its agent or affiliate) with respect to its hedge of the Transaction during such Valuation Period, plus cash (at the Settlement Price) for any fractional Share.
Valuation Disruption:	The definition of “Market Disruption Event” in Section 6.3(a) of the Definitions is hereby amended by deleting the words “at any time during the one-hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may be” and inserting the words “at any time on any Exchange Business Day during the Valuation Period” after the word “material,” in the third line thereof.
	Section 6.3(d) of the Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof.
	If a Disrupted Day is a Disrupted Day because of a Market Disruption Event (or a deemed Market Disruption Event), the Calculation Agent shall determine in its sole discretion whether (i) such Disrupted Day is a Disrupted Day in full, in which case the 10b-18 VWAP for such Disrupted Day shall not be included for purposes of determining the Settlement Price, or (ii) such Disrupted Day is a Disrupted Day only in part, in which case the 10b-18 VWAP for such Disrupted Day shall be determined by the Calculation Agent based on Rule 10b-18 Eligible Transactions in the Shares on such Disrupted Day effected before the relevant Market Disruption Event occurred and/or after the relevant Market Disruption Event ended, and the weighting of the 10b-18 VWAP for the relevant Exchange Business Days during the Valuation Period shall be adjusted in a commercially reasonable manner by the Calculation Agent for purposes of determining the Settlement Price, with such adjustments based on the duration of any Market Disruption Event and the volume, historical trading patterns and price of the Shares. Any Relevant Day on which the Exchange is scheduled to close prior to its normal close of trading shall be deemed to be a Disrupted Day in full. Upon reasonable request by Counterparty, Bank shall promptly provide to

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	Counterparty information relating to its calculation or determination of the 10b-18 VWAP for any Disrupted Day (but without disclosing Bank’s proprietary models or positions and only to the extent not in violation of applicable laws, regulations, policies, or contractual obligations).
Regulatory Disruption:	Any event that Bank, in its reasonable discretion based on the advice of counsel, determines makes it appropriate with respect to any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements or related policies and procedures are imposed by law or have been voluntarily adopted by Bank), that apply generally to all transactions of a nature and kind similar to the Transaction, for it to refrain from or decrease any Unwind Activity on any Exchange Business Day, may by written notice to Counterparty be deemed by Bank to be a Market Disruption Event, which has occurred and will be continuing on such Exchange Business Day.
Representation and Agreement:	Notwithstanding Section 9.11 of the Definitions, the parties acknowledge that any Shares delivered to Counterparty will be subject to restrictions and limitations arising from Counterparty or its affiliates or out of Counterparty’s status under applicable securities laws.
6. Adjustments:
Method of Adjustment:	Subject to Section 12(b), Calculation Agent Adjustment.
Early Ordinary Dividend:	If an ex-dividend date for any dividend or distribution on the Shares occurs during any calendar quarter occurring (in whole or in part) during the Relevant Dividend Period and such ex-dividend date occurs prior to the Expected Dividend Ex-Dividend Date for such calendar quarter, the Calculation Agent shall make such adjustments to the Forward Price as the Calculation Agent determines appropriate to account for the economic effect on the Transaction of such event.
Relevant Dividend Period:	The period from and including the Trade Date to but excluding the final Cash Settlement Payment Date or Settlement Date, as the case may be.
7. Extraordinary Events:
New Shares:	In the definition of New Shares in Section 12.1(i) of the Definitions, the text in (i) shall be deleted in its entirety and replaced with “publicly quoted, traded or listed on

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	any of the New York Stock Exchange, The NASDAQ Global Market or the NASDAQ Global Select Market (or their respective successors)”.
Consequences of Merger Events (in each case, subject to Section 12(b)):
(a) Share-for-Share:	Alternative Obligation
(b) Share-for Other:	Cancellation and Payment
(c) Share-for-Combined:	Component Adjustment
Tender Offer:	Applicable
Consequences of Tender Offers (in each case, subject to Section 12(b)):
(a) Share-for-Share:	Calculation Agent Adjustment
(b) Share-for-Other:	Calculation Agent Adjustment
(c) Share-for-Combined:	Calculation Agent Adjustment
	provided that for all Consequences of Tender Offers where Calculation Agent Adjustment is specified, Section 12.3(c) of the Definitions is hereby amended by deleting the words “the Issuer and the Shares will not change, but” immediately following the words “Tender Offer Date” in the first line thereof.
Composition of Combined Consideration:	As reasonably determined by the Calculation Agent.
Nationalization, Insolvency or Delisting:	Subject to Section 12(b), Cancellation and Payment
	In addition to the provisions of Section 12.6(a)(iii) of the Definitions, it will also constitute a Delisting if the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Market or the NASDAQ Global Select Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange.
Determining Party:	For all applicable Extraordinary Events, Bank

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8. Additional Disruption Events (in each case, subject to Section 12(b)):
Change in Law:	Applicable; provided that Section 12.9(a)(ii) of the Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) by adding the phrase “and/or Hedge Position” after the word “Shares” in clause (X) thereof, and (iii) by immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”; provided, further that (i) any determination as to whether (A) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute) or (B) the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date, and (ii) Section 12.9(a)(ii) of the Definitions is hereby amended by replacing the parenthetical beginning after the word “regulation” in the second line thereof the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”.
Failure to Deliver:	Applicable
Insolvency Filing:	Notwithstanding anything to the contrary herein, in the ISDA Agreement or in the Definitions, upon any Insolvency Filing or other proceeding under the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”) in respect of the Issuer, the Transaction shall automatically terminate on the date thereof without further liability of either party to this Confirmation to the other party (except for any liability in respect of any breach of representation or covenant by a party under this Confirmation prior to the date of such Insolvency Filing or other proceeding), it being understood that the Transaction is a contract for the issuance of Shares by the Issuer.
Hedging Disruption:	Applicable

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Increased Cost of Hedging:	Applicable
Hedging Party:	For all applicable Additional Disruption Events, Bank
Determining Party:	For all applicable Additional Disruption Events, Bank
Bank agrees to give advance notice to Counterparty of its hedging strategy with respect to the Transaction and any subsequent material changes to such hedging strategy.
9. Non-Reliance:
Non-Reliance:	Applicable
Agreements and Acknowledgments
Regarding Hedging Activities:	Applicable
Additional Acknowledgments:	Applicable

10. Matters relating to the Purchase of Shares and Related Matters:

(a) Conditions to Effectiveness. The effectiveness of this Confirmation on the Effective Date shall be subject to the following conditions:

(i) the representations and warranties of Counterparty contained in the Underwriting Agreement (the “Underwriting Agreement”) dated the date hereof among Counterparty, Bank and Goldman, Sachs & Co., Royal Bank of Canada and Wells Fargo Bank, National Association, as the Forward Counterparties, and Goldman, Sachs & Co., J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., RBC Capital Markets, LLC, and Wells Fargo Securities, LLC as the several Underwriters and any certificate delivered pursuant thereto by Counterparty shall be true and correct on the Effective Date as if made as of the Effective Date;

(ii) Counterparty shall have performed all of the obligations required to be performed by it under the Underwriting Agreement on or prior to the Effective Date;

(iii) all of the conditions set forth in Section 7 of the Underwriting Agreement shall have been satisfied;

(iv) no event that constitutes an Extraordinary Event, a Change in Law, a Hedging Disruption, a Stock Borrow Event (as defined below) or an Increased Cost of Hedging shall have occurred;

(v) all of the representations and warranties of Counterparty hereunder and under the ISDA Agreement shall be true and correct on the Effective Date as if made as of the Effective Date; and

(vi) Counterparty shall have performed all of the obligations required to be performed by it hereunder and under the ISDA Agreement on or prior to the Effective Date.

If delivery and payment for the Initial Underwritten Securities shall not have occurred by the close of business on the Effective Date, the parties shall have no further obligations in connection with the Transaction, other than in respect of Section 10(f) and/or breaches of representations or covenants on or prior

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to such date. If the number of Initial Underwritten Securities shall be a number less than the initial Number of Shares specified opposite the caption “Number of Shares” above, the Number of Shares hereunder shall be reduced to a number equal to such number of Initial Underwritten Securities. Notwithstanding the definition thereof, the “Number of Shares” shall not be increased in respect of any Option Underwritten Securities to a number of Shares greater than the number equal to the sum of the Initial Underwritten Securities and the Option Underwritten Securities (in the aggregate for all previous Dates of Delivery). In addition, if Bank determines, in its sole discretion, that it (or its agent or affiliate) is unable to borrow and deliver for sale a number of Shares equal to the initial Number of Shares specified opposite the caption “Number of Shares” above on the Effective Date pursuant to the Underwriting Agreement (or a number of Shares equal to the number of Option Underwritten Securities on any Date of Delivery) or if, in the sole discretion of Bank (or its agent or affiliate), it would be impracticable to do so or would entail a stock loan cost in excess of a rate equal to the Borrow Cost, then the Number of Shares (or the increase in the Number of Shares in respect of such Option Underwritten Securities) shall be limited to the number of Shares Bank (or its agent or affiliate) may borrow on the Effective Date (or such Date of Delivery) at a cost at or below such rate. Bank agrees to provide commercially reasonable prior notice of any such limitation of the Number of Shares (or an increase in the Number of Shares) (it being understood that such notice shall not be a condition to any such limitation). If, for any reason, the prospectus contemplated by the Underwriting Agreement ceases to be current and available for use prior to the completion by Bank, its affiliates or any other forward counterparty or underwriter of the sale of a number of Shares equal to the Number of Shares (as increased in respect of the Option Underwritten Securities, if any), Bank may reduce the Number of Shares hereunder to the number of Shares sold prior to such time.

(b) Underwriting Agreement Representations, Warranties and Covenants. On the Trade Date, the Effective Date, each Date of Delivery and on each date on which Bank, its affiliates or any other forward counterparty or underwriter delivers a prospectus in connection with a sale to hedge the Transaction, Counterparty hereby makes to Bank as of such date all of the representations and warranties contained in the Underwriting Agreement. Counterparty hereby agrees to comply with its covenants contained in the Underwriting Agreement as if such covenants were made in favor of Bank.

(c) Interpretive Letter. Counterparty agrees and acknowledges that the Transaction is being entered into in accordance with the October 9, 2003 interpretive letter from the staff of the Securities and Exchange Commission to Goldman, Sachs & Co. (the “Interpretive Letter”) and agrees that, with respect to the foregoing, Counterparty has filed a registration statement on Form S-3 with respect to the “maximum number of shares” (as such term is described in the Interpretive Letter) and appropriate undertakings under Rule 415 under the Securities Act, including, but not limited to, Rule 415(a)(4).

(d) Agreements and Acknowledgments of Counterparty Regarding Shares.

(i) Counterparty agrees and acknowledges that, in respect of any Shares delivered to Bank hereunder, such Shares shall be, upon such delivery, duly and validly authorized, issued and outstanding, fully paid and nonassessable, free of any lien, charge, claim, any preemptive or similar rights or other encumbrance and shall, upon such issuance, be accepted for listing or quotation on the Exchange;

(ii) Counterparty agrees and acknowledges that Bank (or its agent or affiliate) will hedge its exposure to the Transaction by selling Shares borrowed from third party securities lenders or other Shares pursuant to a registration statement, and that, pursuant to the terms of the Interpretive Letter, the Shares (up to the Number of Shares) delivered, pledged or loaned by Counterparty to Bank (or its agent or affiliate) in connection with the Transaction may be used by Bank (or its agent or affiliate) to return to securities lenders without further registration under the Securities Act of 1933, as amended (the “Securities Act”). Accordingly, Counterparty agrees that the Shares that it

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delivers, pledges or loans to Bank (or its agent or affiliate) on or prior to any Settlement Date or Cash Settlement Payment Date, as the case may be, will not bear a restrictive legend and that such Shares will be deposited in, and the delivery thereof shall be effected through the facilities of, the Clearance System; and

(iii) Counterparty agrees not to take any action to reduce or decrease the number of authorized and unissued Shares below the sum of (x) the maximum number of Shares deliverable pursuant to the Transaction and (y) the total number of Shares issuable upon settlement (whether by net share settlement or otherwise) of any other transaction or agreement to which it is a party.

(e) Private Placement Procedures. If Counterparty is unable to comply with the provisions of sub-paragraph (ii) of “Agreements and Acknowledgments of Counterparty Regarding Shares” above because of a change in law or a change in interpretation or the policy of the Securities and Exchange Commission or its staff, or Bank otherwise determines that in its reasonable opinion any Shares to be delivered to Bank (or its agent or affiliate) by Counterparty may not be freely returned by Bank (or its agent or affiliate) to securities lenders as described under such sub-paragraph (ii), then delivery of any such Shares (the “Restricted Shares”) shall be effected pursuant to clause (i) below.

(i) Delivery of Restricted Shares by Counterparty to Bank (or its agent or affiliate) (a “Private Placement Settlement”) shall be effected in accordance with customary private placement procedures with respect to such Restricted Shares reasonably acceptable to Bank. On the date of such delivery, Counterparty shall not have taken, or caused to be taken, any action that would make unavailable either (x) the exemption pursuant to Section 4(2) of the Securities Act for the sale or deemed sale by Counterparty to Bank (or any agent or affiliate designated by Bank) of the Restricted Shares or (y) the exemption pursuant to Section 4(1) or Section 4(3) of the Securities Act for resales of the Restricted Shares by Bank (or any such agent or affiliate of Bank). The Private Placement Settlement of such Restricted Shares shall include customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Bank (and/or any such agent or affiliate of Bank), due diligence rights (for Bank or any such agent or affiliate of Bank or any buyer of the Restricted Shares designated by Bank or any such agent or affiliate of Bank), opinions and certificates, and such other documentation as is customary for private placement agreements, all reasonably acceptable to Bank (or any such agent or affiliate of Bank). In the case of a Private Placement Settlement, Bank shall, in its good faith discretion, adjust the number of Restricted Shares to be delivered to Bank hereunder in a commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Bank (or its agent or affiliate) and may only be saleable by Bank (or its agent or affiliate) at a discount to reflect the lack of liquidity in Restricted Shares. Notwithstanding the ISDA Agreement or this Confirmation, the date of delivery of such Restricted Shares shall be the Scheduled Trading Day following notice by Bank to Counterparty of the number of Restricted Shares to be delivered pursuant to this clause (i). For the avoidance of doubt, delivery of Restricted Shares shall be due as set forth in the previous sentence and not be due on the date that would otherwise be applicable.

(ii) If Counterparty delivers any Restricted Shares in respect of the Transaction, Counterparty agrees that (A) such Shares may be transferred freely among Bank and its agents and/or affiliates and (B) after the minimum “holding period” within the meaning of Rule 144(d) under the Securities Act has elapsed, Counterparty shall promptly remove, or cause the transfer agent for the Shares to remove, any legends referring to any transfer restrictions from such Shares upon delivery by Bank (or such agent or affiliate of Bank) to Counterparty or such transfer agent of seller’s and broker’s representation letters customarily delivered by Bank or its affiliates in connection with resales of restricted securities pursuant to Rule 144 under the Securities Act, each without any further requirement for the delivery of any certificate, consent, agreement, opinion of counsel, notice or any

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other document, any transfer tax stamps or payment of any other amount or any other action by Bank (or such agent or affiliate of Bank).

(f) Indemnity. Counterparty agrees to indemnify Bank and its affiliates and their respective directors, officers, employees, agents and controlling persons (Bank and each such affiliate or person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint and several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to, the execution or delivery of this Confirmation, the performance by the parties hereto of their respective obligations under the Transaction, any breach of any covenant or representation made by Counterparty in this Confirmation or the ISDA Agreement or the consummation of the transactions contemplated hereby and will reimburse any Indemnified Party for all reasonable expenses (including reasonable legal fees and expenses) as they are incurred in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. Counterparty will not be liable under this Section 10(f) to the extent that any loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court to have resulted from Bank’s gross negligence or willful misconduct.

11. Representations and Covenants:

(a) In connection with this Confirmation and the Transaction and any other documentation relating to the ISDA Agreement, each party to this Confirmation represents and acknowledges to the other party that:

(i) it is an “accredited investor” as defined in Section 2(a)(15)(ii) of the Securities Act; and

(ii) it is an “eligible contract participant” as defined in Section 1a of the Commodity Exchange Act, as amended (the “CEA”), and this Confirmation and the Transaction hereunder are subject to individual negotiation by the parties and have not been executed or traded on a “trading facility” as defined in Section 1a of the CEA.

(b) Counterparty represents to Bank on the Trade Date, the Effective Date and any Date of Delivery (and in addition, in the case of clauses (vi), (vii), (ix), (x) and (xvii) below, on the date, if any, that Counterparty notifies Bank of its election of Cash Settlement or Net Share Settlement with respect to the Transaction or any portion thereof) that:

(i) its financial condition is such that it has no need for liquidity with respect to its investment in the Transaction and no need to dispose of any portion thereof to satisfy any existing or contemplated undertaking or indebtedness;

(ii) its investments in and liabilities in respect of the Transaction, which it understands are not readily marketable, is not disproportionate to its net worth, and it is able to bear any loss in connection with the Transaction, including the loss of its entire investment in the Transaction;

(iii) it understands that Bank has no obligation or intention to register the Transaction under the Securities Act or any state securities law or other applicable federal securities law;

(iv) it understands that no obligations of Bank to it hereunder will be entitled to the benefit of deposit insurance and that such obligations will not be guaranteed by any Affiliate of Bank or any governmental agency;

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(v) IT UNDERSTANDS THAT THE TRANSACTION IS SUBJECT TO COMPLEX RISKS WHICH MAY ARISE WITHOUT WARNING AND MAY AT TIMES BE VOLATILE AND THAT LOSSES MAY OCCUR QUICKLY AND IN UNANTICIPATED MAGNITUDE AND IS WILLING TO ACCEPT SUCH TERMS AND CONDITIONS AND ASSUME (FINANCIALLY AND OTHERWISE) SUCH RISKS;

(vi) each of its filings under the Securities Act, the Exchange Act or other applicable securities laws that are required to be filed have been filed and that, as of the respective dates thereof and as of the date of this representation, there is no misstatement of material fact contained therein or omission of a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading;

(vii) it has not and will not directly or indirectly violate any applicable law (including, without limitation, the Securities Act and the Exchange Act) in connection with the Transaction.

(viii) it has reserved and will keep available, free from preemptive rights, out of its authorized but unissued Shares, solely for the purpose of issuance upon settlement of the Transaction as herein provided, the full number of Shares as shall then be issuable upon settlement of the Transaction;

(ix) it is not entering into this Confirmation (and with respect to any election of Cash Settlement or Net Share Settlement, it is not making such election) to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares);

(x) it is not entering into this Confirmation (and with respect to any election of Cash Settlement or Net Share Settlement, it is not making such election) on the basis of, and it is not aware of, any material non-public information regarding Counterparty or the Shares;

(xi) it is, and shall be as of the date of any payment or delivery by it hereunder, solvent and able to pay its debts as they come due, with assets having a fair value greater than liabilities and with capital sufficient to carry on the businesses in which it engages;

(xii) it is not and, after giving effect to the transactions contemplated hereby, will not be required to be registered as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended;

(xiii) it is eligible to conduct a primary offering of Shares on Form S-3, the offering contemplated by the Underwriting Agreement complies with Rule 415 under the Securities Act, and the Shares are “actively traded” as defined in Rule 101(c)(1) of Regulation M (“Regulation M”) promulgated under the Exchange Act;

(xiv) it (x) has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of entering into the Transaction; (y) has consulted with its own legal, financial, accounting and tax advisors in connection with the Transaction; and (z) has entered into the Transaction for a bona fide business purpose;

(xv) it is not and has not been the subject of any civil proceeding of a judicial or administrative body of competent jurisdiction that could reasonably be expected to impair materially Counterparty’s ability to perform its obligations hereunder;

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(xvi) no filing with, or approval, authorization, consent, license registration, qualification, order or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the execution, delivery and performance by Counterparty of this Confirmation and the consummation of the Transaction (including, without limitation, the issuance and delivery of Shares on any Settlement Date or Cash Settlement Payment Date, as the case may be) except (x) such as may be required to be obtained under the Securities Act, (y) reporting obligations under the Exchange Act and (z) as may be required to be obtained under state securities laws;

(xvii) it is entering into this Confirmation (and with respect to any election of Cash Settlement or Net Share Settlement, it is making such election) in good faith, not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act, and it has not entered into or altered any hedging transaction relating to the Shares corresponding to or offsetting the Transaction; and

(xviii) it (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing and (C) has total assets of at least $50 million.

(c) In connection with this Confirmation and the Transaction, Counterparty agrees and acknowledges that:

(i) it shall, upon obtaining knowledge of the occurrence of any event that would, with the giving of notice, the passage of time or the satisfaction of any condition, constitute an Event of Default, a Potential Event of Default, a Termination Event in respect of which it is an Affected Party, a Potential Adjustment Event, an Extraordinary Event or an Additional Disruption Event, notify Bank within one Business Day of the occurrence of obtaining such knowledge;

(ii) in addition to any other requirements set forth herein, it shall not have the right to elect Cash Settlement or Net Share Settlement if Bank notifies it that, in the reasonable judgment of Bank, such Cash Settlement or Net Share Settlement or the related purchases of Shares by Bank (or its agent or affiliate) may raise material risks under applicable securities laws, including without limitation because such purchases, if effected by it, would not qualify for applicable safe harbors under applicable securities laws (including, without limitation, the safe harbor provided by Rule 10b-18 under the Exchange Act); and

(iii) it shall not engage in any “distribution” of Shares (as defined in Regulation M) during the period starting on the first day of any Valuation Period and ending on the first Exchange Business Day immediately following the last day of such Valuation Period (such period, the “Regulation M Period”), and, without limiting any of the foregoing, neither it nor any “affiliated purchaser” (as defined in Regulation M) will, directly or indirectly, bid for, purchase or attempt to induce any person to bid for or purchase, the Shares or securities that are convertible into, or exchangeable or exercisable for, Shares during any “restricted period” (as such term is defined in Regulation M) that occurs during the Regulation M Period.

(d) Other than (i) purchases of Shares (or any security convertible into or exchangeable for Shares) by Counterparty from participants in Counterparty’s equity compensation plans that occur or are deemed to occur in connection with the payment of any exercise price or in satisfaction of tax withholding obligations or otherwise in connection with the exercise or vesting of any equity award,

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(ii) acquisitions of Shares (or any security convertible into or exchangeable for Shares) from Counterparty by participants in Counterparty’s equity compensation plans or (iii) purchases of debt securities convertible into or exchangeable for Shares, Counterparty (or any “affiliated purchaser” as defined in Rule 10b-18 under the Exchange Act) shall not, without the prior written consent of Bank, directly or indirectly purchase any Shares (including by means of a derivative instrument), listed contracts on the Shares or securities that are convertible into, or exchangeable or exercisable for Shares (including, without limitation, any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18 under the Exchange Act)) on any Relevant Day during any Valuation Period, except through Bank (or its agent or affiliate). Counterparty agrees that neither it nor any of its affiliates shall take any action that would cause any purchases of Shares by Bank (or its agent or affiliate) in connection with any Cash Settlement or Net Share Settlement of the Transaction not to meet the requirements of the safe harbor provided by Rule 10b-18 under the Exchange Act if such purchases were effected by it. Without limiting the generality of the foregoing, Counterparty represents and warrants to, and agrees with, Bank that Counterparty has not and will not enter into any agreement similar to the Transaction described herein (including, for the avoidance of doubt, the Confirmations of even date herewith entered into between Counterparty and each of Goldman, Sachs & Co., Royal Bank of Canada and Wells Fargo Bank, National Association (the “Other Confirmations”) where any valuation period (however defined) in such other transaction will overlap at any time (including as a result of acceleration, postponement or extension in such valuation period as provided in the relevant agreement) with any Valuation Period under this Confirmation (it being understood that such a valuation period under the Other Confirmations will not overlap with a Valuation Period under this Confirmation if no exchange business day (however defined) under the Other Confirmations would occur on a Relevant Day under this Confirmation). In the event that the valuation period in any other similar transaction overlaps with any Valuation Period under this Confirmation as a result of any acceleration, postponement or extension of such Valuation Period, Counterparty shall promptly amend such transaction to avoid any such overlap.

(e) It is the intent of the parties that, as of the Trade Date and as of the date of any election of Cash Settlement or Net Share Settlement by Counterparty, the Transaction comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act, and the parties agree that this Confirmation shall be interpreted in a manner to comply with the requirements of Rule 10b5-1(c) under the Exchange Act, and Counterparty shall take no action that results in the Transaction not so complying with such requirements. Without limiting the generality of the preceding sentence, Counterparty acknowledges and agrees that (A) Counterparty does not have, and shall not attempt to exercise, any influence over how, when or whether Bank (or its agent or affiliate) effects any purchases of Shares or other transactions relating to the Share in connection with the Transaction, (B) during the Valuation Period, neither Counterparty nor its officers or employees shall, directly or indirectly, communicate any information regarding Counterparty or the Shares to any employee of Bank (or its agent or affiliate) responsible for trading Shares in connection with the transactions contemplated hereby, (C) Counterparty will elect Cash Settlement or Net Share Settlement, as the case may be, in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act, and (D) Counterparty will not alter or deviate from this Confirmation or enter into or alter a corresponding hedging transaction with respect to the Shares. Counterparty also acknowledges and agrees that any amendment, modification or waiver of this Confirmation with respect to any Valuation Period must be effected in accordance with the requirements for the amendment of a “plan” as defined in Rule 10b5-1(c) under the Exchange Act. Without limiting the generality of the foregoing, any such amendment, modification or waiver shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act, and no such amendment, modification or waiver shall be made on the basis of, or at any time at which Counterparty is aware of, any material non-public information regarding Counterparty or the Shares.

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(f) Counterparty agrees to provide Bank at least 10 Scheduled Trading Days’ written notice (an “Issuer Repurchase Notice”) prior to Counterparty or any of its subsidiaries repurchasing Shares, whether out of profits or capital or whether the consideration for such repurchase is cash, securities or otherwise, that alone or in the aggregate would result in the Notional Percentage (as defined below) being (i) equal to or greater than 3.5% of the outstanding Shares and (ii) greater by 0.25% or more than the Notional Percentage at the time of the immediately preceding Issuer Repurchase Notice (or in the case of the first such Issuer Repurchase Notice, greater than the Notional Percentage as of the later of the date hereof or the immediately preceding Settlement Date, if any). The “Notional Percentage” as of any day is the fraction (1) the numerator of which is the Number of Shares and (2) the denominator of which is the number of Shares outstanding on such day. Upon receipt of an Issuer Repurchase Notice, Bank may designate an Additional Termination Event with respect to any portion of the Transaction that Bank (or its affiliate) in its sole discretion determines is necessary to reduce the Charter Percentage to 4.75%. The “Charter Percentage” shall be a fraction, the numerator of which is (i) the Number of Shares plus (ii) any other Shares that Bank, its affiliates and each other person subject to aggregation of Shares with Bank under Counterparty’s Second Amended and Restated Articles of Incorporation (the “Charter”) determines in its sole discretion may “Beneficially Own” under the Charter, and the denominator of which is the number of Shares outstanding after giving effect to the repurchase described in the relevant Issuer Repurchase Notice.

12. Miscellaneous:

(a) Early Termination. The parties agree that, notwithstanding the definition of Settlement Amount in the ISDA Agreement, for purposes of Section 6(e) of the ISDA Agreement, Second Method and Loss will apply to the Transaction.

(b) Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events.

(i) In lieu of (A) designating an Early Termination Date as the result of an Event of Default or Termination Event, (B) terminating the Transaction and determining a Cancellation Amount as the result of an Additional Disruption Event, or (C) terminating the Transaction and determining an amount payable in connection with an Extraordinary Event to which Cancellation and Payment would otherwise be applicable, Bank shall be entitled to designate an early settlement date (the “Bank Early Settlement Date”), in which case the Settlement Date shall be accelerated to the Bank Early Settlement Date and Physical Settlement shall apply; provided that Bank may in its sole discretion elect to permit Counterparty to elect Cash Settlement or Net Share Settlement, in which event the Initial Valuation Date would be accelerated to the Bank Early Settlement Date. In the case of an Additional Termination Event with respect to a portion of the Transaction pursuant to Section 12(g), such acceleration of the Settlement Date or, if so permitted by Bank, the Initial Valuation Date, as the case may be, shall occur only with respect to the portion of the Transaction that Bank (or its affiliate) determines is affected by the occurrence of such event.

For the avoidance of doubt, if the Bank Early Settlement Date occurs during a Valuation Period, then settlement in respect of the Valued Shares for all Valuation Dates in such Valuation Period occurring on or prior to the Bank Early Settlement Date (the aggregate number of such Valued Shares, the “Number of Unwound Shares”) shall occur as provided in Section 5 above, and the acceleration of the Settlement Date or Initial Valuation Date, as the case may be, described in the immediately preceding sentence shall be in respect of a Number of Shares equal to the Number of Shares, minus the Number of Unwound Shares.

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(ii) If, subject to Section 12(c) below, the settlement of the Transaction has not been subject to acceleration in accordance with Section 12(b)(i) and one party owes the other party any amount in connection with the Transaction pursuant to Section 12.7 or 12.9 of the Definitions (except in the case of an Extraordinary Event in which the consideration or proceeds to be paid to holders of Shares as a result of such event consists solely of cash) or pursuant to Section 6(d)(ii) of the ISDA Agreement (except in the case of an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected Party, other than (x) an Event of Default of the type described in Section 5(a)(iii), (v), (vi) or (vii) of the ISDA Agreement or (y) a Termination Event of the type described in Section 5(b)(i), (ii), (iii), (iv), or (v) of the ISDA Agreement that in the case of either (x) or (y) resulted from an event or events outside Counterparty’s control) (a “Payment Obligation”), Counterparty shall have the right, in its sole discretion, to (A) if the amount is owed by Bank, require Bank to satisfy any such Payment Obligation or (B) if the amount is owed by Counterparty to satisfy any such Payment Obligation, in either case by delivery of Termination Delivery Units (as defined below) by giving irrevocable telephonic notice to Bank, confirmed in writing within one Business Day, between the hours of 9:00 a.m. and 4:00 p.m. New York time on the Closing Date or Early Termination Date, as applicable (“Notice of Termination Delivery”). Upon Notice of Termination Delivery, the party with the Payment Obligation shall deliver to the other party a number of Termination Delivery Units having a cash value equal to the amount of such Payment Obligation (such number of Termination Delivery Units to be delivered to be determined by the Calculation Agent acting in a commercially reasonable manner). Settlement relating to any delivery of Termination Delivery Units pursuant to this provision shall occur within three Scheduled Trading Days if Counterparty has the Payment Obligation and within a reasonable period of time if Bank has the Payment Obligation.

“Termination Delivery Unit” means (A) in the case of a Termination Event, an Event of Default or an Extraordinary Event (other than an Insolvency, Nationalization, Merger Event or Tender Offer), one Share or (B) in the case of an Insolvency, Nationalization, Merger Event or Tender Offer, a unit consisting of the number or amount of each type of property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Insolvency, Nationalization, Merger Event or Tender Offer. If a Termination Delivery Unit consists of property other than cash or New Shares and Counterparty provides irrevocable written notice to the Calculation Agent on or prior to the Closing Date that it elects to deliver (or, as applicable, have Bank deliver) cash, New Shares or a combination thereof (in such proportion as Counterparty designates) in lieu of such other property, the Calculation Agent will replace such property with cash, New Shares or a combination thereof as components of a Termination Delivery Unit in such amounts, as determined by the Calculation Agent in its discretion by commercially reasonable means, as shall have a value equal to the value of the property so replaced. If such Insolvency, Nationalization, Merger Event or Tender Offer involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash.

(c) Set-Off and Netting. Bank agrees not to set-off or net amounts due from Counterparty with respect to the Transaction against amounts due from Bank to Counterparty under any other obligations whether by operation of law or otherwise. Section 2(c) of the ISDA Agreement as it applies to payments due with respect to the Transaction shall remain in effect and is not subject to the first sentence of this provision.

(d) Maximum Share Delivery. Notwithstanding any other provision of this Confirmation, in no event will Counterparty be required to deliver hereunder, whether pursuant to Physical Settlement, Net Share Settlement, Private Placement Settlement or otherwise, more than 17,000,000 Shares to

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Bank in the aggregate, subject to adjustment pursuant to the terms of this Confirmation and the Definitions in connection with a stock split or stock dividend.

(e) Status of Claims in Bankruptcy. Bank acknowledges and agrees that this Confirmation is not intended to convey to Bank rights with respect to the transactions contemplated hereby that are senior to the claims of common stockholders in any U.S. bankruptcy proceedings of Counterparty; provided, however, that nothing herein shall limit or shall be deemed to limit Bank’s right to pursue remedies in the event of a breach by Counterparty of its obligations and agreements with respect to this Confirmation and the ISDA Agreement; and, provided, further, that nothing herein shall limit or shall be deemed to limit Bank’s rights in respect of any transaction other than the Transaction.

(f) No Collateral. Notwithstanding any provision of this Confirmation or the ISDA Agreement, or any other agreement between the parties, to the contrary, the obligations of Counterparty under the Transaction is not secured by any collateral. Without limiting the generality of the foregoing, if the ISDA Agreement or any other agreement between the parties includes an ISDA Credit Support Annex or other agreement pursuant to which Counterparty collateralizes obligations to Bank, then the obligations of Counterparty hereunder will not be considered to be obligations under such Credit Support Annex or other agreement pursuant to which Counterparty collateralizes obligations to Bank, and the Transaction shall be disregarded for purposes of calculating any Exposure or similar term thereunder.

(g) Additional Termination Event. Each of the following events shall constitute an Additional Termination Event under Section 5(b)(v) of the ISDA Agreement, with the Transaction as the sole Affected Transaction and Counterparty as the sole Affected Party; provided that, in its sole discretion, Bank may designate an Additional Termination Event with respect to all or any portion of the Transaction that Bank (or its affiliate) determines is affected by the occurrence of such event:

(i) The occurrence of an Increased Dividend Event, Non-Cash Distribution Event or Extraordinary Dividend (each as defined below). An “Increased Dividend Event” shall occur if, for any calendar quarter occurring (in whole or in part) during the Relevant Dividend Period, the aggregate amount or value (as determined by the Calculation Agent) per Share of all dividends or distributions on the Shares with an ex-dividend date occurring or scheduled to occur during such calendar quarter, exceeds USD 0.135 per Share per calendar quarter. A “Non-Cash Distribution Event” shall occur if the Issuer declares a distribution or dividend of the type described in Section 11.2(e)(ii)(B), (C) or (D) of the Definitions, which distribution or dividend has an ex-dividend date occurring or scheduled to occur during the Relevant Dividend Period. “Extraordinary Dividend” means the per Share amount of any cash dividend or distribution declared by the Issuer, which dividend has an ex-dividend date occurring or scheduled to occur at any time during the Relevant Dividend Period, with respect to the Shares that is specified by the board of directors of the Issuer as an “extraordinary” dividend.

(ii) The occurrence of a Stock Borrow Event (as defined below) of which Bank has provided two (2) Scheduled Trading Days’ prior notice to Counterparty; provided that, if in respect of such Stock Borrow Event, Counterparty refers Bank (or its agent or affiliate) to a Lending Party (as defined below) that will lend Bank (or its agent or affiliate) Shares in an amount equal to the Number of Shares at a rate equal to or less than the Borrow Cost and such Lending Party lends Shares in the amount of the Number of Shares at a rate equal to or less than the Borrow Cost and on other terms and conditions satisfactory to Bank (or its agent or affiliate), in each case, within two (2) Scheduled Trading Days of receipt of the notice of Stock Borrow Event, then such Stock Borrow Event shall not constitute an Additional Termination Event. A “Stock Borrow Event” shall occur if, in its sole discretion, Bank (or its agent or affiliate) is unable to, or it is commercially impracticable for Bank (or its agent or affiliate) to, continue to

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borrow a number of Shares equal to the Number of Shares or that, with respect to borrowing the Number of Shares, Bank (or its agent or affiliate) would incur a rate that is greater than the Borrow Cost. A “Lending Party” means a third party that is not Counterparty that Bank (or its agent or affiliate) considers to be an acceptable counterparty (acting in good faith and in a reasonable manner in light of (x) other transactions that Bank (or its agent or affiliate) may have entered into with such party and (y) any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements or related policies and procedures are imposed by law or have been voluntarily adopted by Bank) that apply generally to transactions of a nature and kind similar to the transactions contemplated with such party); provided that, in addition to the foregoing requirements, an affiliate of Counterparty shall not be a Lending Party unless the transactions contemplated with such party would be (I) in compliance with applicable securities laws, including, without limitation, the Securities Act, as determined by Bank (or its agent or affiliate) in its reasonable discretion based on advice of counsel, and (II) on such terms and conditions as are acceptable to Bank (or its agent or affiliate) in its sole discretion.

(iii) If, on any day occurring after the Trade Date, the board of directors of Counterparty votes to approve, or there is a public announcement of, in either case, any action that, if consummated, would constitute an Extraordinary Event. Counterparty shall notify Bank of any such vote or announcement within three Business Days (and, in the case of any such vote, Counterparty shall publicly announce the occurrence of such vote within three Business Days thereof).

(h) Transfer. Bank has the right to assign any or all of its rights and obligations under the Transaction to deliver or accept delivery of Shares to any of its affiliates; provided that such assignment shall only occur in respect of the Transaction when it has become obligatory that the Transaction be settled by the transfer of Shares; and provided, further, that Counterparty shall have recourse to Bank in the event of failure by the assignee to perform any of such obligations hereunder and provided, further, that such assignment does not result in any negative tax or accounting consequences for, or additional payments by, Counterparty. Notwithstanding the foregoing, the recourse to Bank shall be limited to recoupment of Counterparty’s monetary damages and Counterparty hereby waives any right to seek specific performance by Bank of its obligations hereunder. Such failure after any applicable grace period shall be deemed to be an Additional Termination Event, such Transaction shall be the only Affected Transaction and Bank shall be the only Affected Party. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Bank to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, Bank may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Bank’s obligations in respect of the Transaction and any such designee may assume such obligations. Bank may assign the right to receive Shares upon settlement to any third party who may legally receive Shares upon settlement. Bank shall be discharged of its obligations to Counterparty only to the extent of any such performance. Any such designation hereunder will not result in any material adverse impact or increased costs to Counterparty. For the avoidance of doubt, Bank hereby acknowledges that notwithstanding any such designation hereunder, to the extent any of Bank’s obligations in respect of any Transaction are not completed by its designee, Bank shall be obligated to continue to perform or to cause any other of its designees to perform in respect of such obligations.

(i) Severability; Illegality. If compliance by either party with any provision of the Transaction would be unenforceable or illegal, (i) the parties shall negotiate in good faith to resolve such unenforceability or illegality in a manner that preserves the economic benefits of the transactions contemplated hereby and (ii) the other provisions of the Transaction shall not be invalidated, but shall remain in full force and effect.

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(j) Waiver of Trial by Jury. EACH OF COUNTERPARTY AND BANK HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE TRANSACTION OR THE ACTIONS OF BANK OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.

(k) Confidentiality. Bank and Counterparty agree that (i) Counterparty is not obligated to Bank to keep confidential from any and all persons or otherwise limit the use of any element of Bank’s descriptions relating to tax aspects of the Transaction and any part of the structure necessary to understand those tax aspects, and (ii) Bank does not assert any claim of proprietary ownership in respect of such descriptions contained herein of the use of any entities, plans or arrangements to give rise to significant U.S. federal income tax benefits for Counterparty.

(l) Securities Contract. The parties hereto intend for:

(i) each Transaction hereunder to be a “securities contract” and a “swap agreement” as defined in the Bankruptcy Code, and the parties hereto to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6), 555 and 560 of the Bankruptcy Code;

(ii) the rights given to Bank hereunder upon an Event of Default, Termination Event or Early Termination Date to constitute “contractual rights” to cause the liquidation of a “securities contract” or a “swap agreement” and to set off mutual debts and claims in connection with a “securities contract” or a “swap agreement”, as such terms are used in Sections 555 and 362(b)(6) of the Bankruptcy Code;

(iii) any cash, securities or other property provided as performance assurance, credit support or collateral with respect to a Transaction to constitute “margin payments” and “transfers” under a “securities contract” or a “swap agreement” as defined in the Bankruptcy Code;

(iv) all payments for, under or in connection with a Transaction, all payments for the Shares and the transfer of such Shares to constitute “settlement payments” and “transfers” under a “securities contract” or a “swap agreement” as defined in the Bankruptcy Code; and

(v) any or all obligations that either party has with respect to this Confirmation or the ISDA Agreement to constitute property held by or due from such party to margin, guaranty or settle obligations of the other party with respect to the transactions under the ISDA Agreement (including any Transaction) or any other agreement between such parties.

(m) Beneficial Ownership. Notwithstanding anything to the contrary in the ISDA Agreement or this Confirmation, in no event shall Bank be entitled to receive (or be obligated to deliver), or shall be deemed to receive, any Shares if, upon such receipt of such Shares by Bank, (i) the Equity Percentage would be equal to or greater than 4.9% or (ii) the Share Amount would exceed the Applicable Share Limit (if any applies) (any such condition described in clauses (i) or (ii), an “Excess Ownership Position”). The “Equity Percentage” as of any day is the fraction (A) the numerator of which is the number of Shares that Bank, its affiliates and each other person subject to aggregation of Shares with Bank under Section 13 or Section 16 of the Exchange Act and the rules and regulations promulgated thereunder would directly or indirectly “beneficially own” (within the meaning of Section 13 or Section 16 of the Exchange Act and the rules and regulations promulgated thereunder) and (B) the denominator of

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which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Bank and any person whose ownership position would be aggregated with that of Bank (Bank or any such person, a “Bank Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Counterparty that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Bank in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (x) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Bank Person, or could result in an adverse effect on a Bank Person, under any Applicable Restriction, as determined by Bank in its reasonable discretion, minus (y) 1.0% of the number of Shares outstanding. If any delivery owed to Bank hereunder is not made, in whole or in part, as a result of this provision, Counterparty’s obligation to make such delivery shall not be extinguished and Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Clearance System Business Day after, Bank gives notice to Counterparty that such delivery would not result in the Equity Percentage exceeding 4.9% or the Share Amount exceeding the Applicable Limit (if any applies), as the case may be.

(n) Wall Street Transparency and Accountability Act. In connection with Section 739 of the Wall Street Transparency and Accountability Act of 2010 (“WSTAA”), the parties hereby agree that neither the enactment of WSTAA or any regulation under the WSTAA, nor any requirement under WSTAA or an amendment made by WSTAA, shall limit or otherwise impair either party’s otherwise applicable rights to terminate, renegotiate, modify, amend or supplement this Confirmation or the ISDA Agreement, as applicable, arising from a termination event, force majeure, illegality, increased costs, regulatory change or similar event under this Confirmation, the Definitions incorporated herein, or the ISDA Agreement (including, but not limited to, rights arising from Change in Law, Hedging Disruption, Increased Cost of Hedging, Stock Borrow Event, an Excess Ownership Position, or Illegality (as defined in the ISDA Agreement)).

(o) Role of Agent. Each party agrees and acknowledges that (a) J.P. Morgan Securities Inc. (“JPMS”), an affiliate of Bank, has acted solely as agent and not as principal with respect to this Confirmation and the Transaction and (b) JPMS has no obligation or liability, by way of guaranty, endorsement or otherwise, in any manner in respect of the Transaction (including, if applicable, in respect of the settlement thereof). Each party agrees it will look solely to the other party (or any guarantor in respect thereof) for performance of such other party’s obligations under the Transaction. JPMS is authorized to act as agent for Bank.

13. Addresses for Notice:
If to Bank:	JPMorgan Chase Bank, National Association
	EDG Marketing Support
	Email: edg_notices@jpmorgan.com
	edg_ny_corporate_sales_support@jpmorgan.com
	with copy to:
	Santosh Sreenivasan
	Managing Director
	383 Madison Avenue, Floor 28
	New York, NY, 10179, United States
	Telephone No: (212) 622-5604
	Facsimile No: (917) 464-2505
	Email: santosh.sreenivasan@jpmorgan.com

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If to Counterparty:	DDR Corp.
	3300 Enterprise Parkway
	Beachwood, Ohio 44122
	Attention:  Luke Petherbridge
	Senior Vice President of Capital Markets
	Facsimile:  216-755-1827
14. Accounts for Payment:
To Bank:	To be provided under separate cover.
To Counterparty:	BNF: DDR Corp.
	PNC Bank
	ABA #041000124
	DDA: 4255781556
15. Delivery Instructions:
Unless otherwise directed in writing, any Share to be delivered hereunder shall be delivered as follows:
To Bank:	To be advised.
To Counterparty:	To be advised.

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Yours sincerely, J.P. MORGAN SECURITIES LLC, as agent for JPMorgan Chase Bank, National Association
By:	/s/ Tim Oeljeschlager
	Name: Tim Oeljeschlager Title: Vice President

JPMorgan Chase Bank, National Association

Organised under the laws of the United States as a National Banking Association.

Main Office 1111 Polaris Parkway, Columbus, Ohio 43240

Registered as a branch in England & Wales branch No. BR000746

Registered Branch Office 25 Bank Street, Canary Wharf, London, E14 5JP

Authorised and regulated by the Financial Services Authority

[Signature Page to Issuer Forward Sale Transaction]

Confirmed as of the

date first above written:

DDR CORP.

By:	/s/ Luke Petherbridge
	Name: Luke Petherbridge Title: Executive Vice President of Capital Markets

JPMorgan Chase Bank, National Association

Organised under the laws of the United States as a National Banking Association.

Main Office 1111 Polaris Parkway, Columbus, Ohio 43240

Registered as a branch in England & Wales branch No. BR000746

Registered Branch Office 25 Bank Street, Canary Wharf, London, E14 5JP

Authorised and regulated by the Financial Services Authority

[Signature Page to Issuer Forward Sale Transaction]

Annex A

RELEVANT DAYS

1	May 20, 2013
2	May 24, 2013
3	May 31, 2013
4	June 6, 2013
5	June 12, 2013
6	June 18, 2013
7	June 24, 2013
8	June 28, 2013
9	July 8, 2013
10	July 12, 2013
11	July 18, 2013
12	July 24, 2013
13	July 30, 2013
14	August 5, 2013
15	August 9, 2013
16	August 15, 2013
17	August 21, 2013
18	August 27, 2013
19	September 3, 2013
20	September 9, 2013
21	September 13, 2013
22	September 19, 2013
23	September 25, 2013
24	October 1, 2013
25	October 7, 2013
26	October 11, 2013
27	October 17, 2013
28	October 23, 2013
29	October 29, 2013
30	November 4, 2013
31	November 8, 2013
32	November 14, 2013
33	November 20, 2013

EX-1.4

Exhibit 1.4

CONFIRMATION

Date:	May 16, 2013
To:	DDR Corp.
	3300 Enterprise Parkway
	Beachwood, Ohio 44122
Telefax No.:	216-755-1827
Attention:	Luke Petherbridge
	Senior Vice President of Capital Markets
From:	Royal Bank of Canada
Telefax No.:	(347) 853-7278

Re: Issuer Forward Sale Transaction

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between DDR Corp. (“Counterparty”) and Royal Bank of Canada (“Bank”) on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the ISDA Agreement specified below.

This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to an agreement in the form of the 1992 ISDA Master Agreement (Multicurrency-Cross Border) (“ISDA Agreement”) as if we had executed an agreement in such form on the Trade Date of the first such Transaction between you and us, and such agreement shall be considered the “Agreement” hereunder. The parties hereby agree that no Transaction other than the Transaction to which this Confirmation relates shall be governed by the ISDA Agreement.

The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Definitions”) as published by ISDA are incorporated into this Confirmation. In addition, the terms Closing Date, Date of Delivery, Initial Underwritten Securities and Option Underwritten Securities have the meanings assigned to such terms in the Underwriting Agreement (as defined below) (in particular, in the case of Initial Underwritten Securities and Option Underwritten Securities, the meanings assigned to such terms with respect to Bank or the affiliate of Bank acting as “Forward Seller” under Section 3(b) of the Underwriting Agreement).

THIS CONFIRMATION WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WITH ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECTION TO THE LAYING OF VENUE IN, AND ANY CLAIM OF INCONVENIENT FORUM WITH RESPECT TO, THESE COURTS.

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1. In the event of any inconsistency between this Confirmation, on the one hand, and the Definitions or the ISDA Agreement, on the other hand, this Confirmation will govern.

2. Each party will make each payment specified in this Confirmation as being payable by such party, not later than the due date for value on that date in the place of the account specified below or otherwise specified in writing, in freely transferable funds and in a manner customary for payments in the required currency.

3. Confirmations:

This Confirmation and the ISDA Agreement shall constitute the written agreement between Counterparty and Bank with respect to the Transaction. The Transaction constitutes a Share Forward Transaction for purposes of the Definitions.

The terms of the particular Transaction to which this Confirmation relates are as follows:

Trade Date:	May 16, 2013
Effective Date:	The Closing Date
Seller:	Counterparty
Buyer:	Bank
Shares:	The common stock, $0.10 par value per share, of Counterparty (Symbol: “DDR”).
Number of Shares:	Initially, 8,500,000 Shares; provided that such number shall be increased on each Date of Delivery by the number of Option Underwritten Securities purchased from Bank (or its agent or affiliate) pursuant to Section 3 of the Underwriting Agreement for such Date of Delivery (which number of Option Underwritten Securities, for the avoidance of doubt but subject to Section 10(a) and Section 3 of the Underwriting Agreement, will be proportional to the aggregate number of “Option Underwritten Securities” as to which the option is exercised pursuant to Section 3(a)(ii) of the Underwriting Agreement), subject to “Accelerated Unwind” below and Section 10(a).
Initial Forward Price:	$18.21582 per Share
Forward Price:	As of any day, the Initial Forward Price, plus the Forward Accrual Amount, minus the Expected Dividend Amount; provided that if the Number of Shares is increased in respect of any Option Underwritten Securities, the Forward Price shall be adjusted by the Calculation Agent on the Date of Delivery for such Option Underwritten Securities to account for the fact that the Forward Accrual Amount shall not apply prior

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	to such Date of Delivery with respect to the number of Shares by which the Number of Shares has been so increased (and, for the avoidance of doubt, the Forward Accrual Amount prior to such Date of Delivery shall continue to apply with respect to the number of Shares comprising the Number of Shares prior to such increase).
WHERE:
	“Forward Accrual Amount” means an accrual on the Initial Forward Price for the period from and including the Effective Date to but excluding the Settlement Date or Cash Settlement Payment Date, as applicable, at a per annum rate equal to the Federal Funds Open Rate minus the Fixed Charge for each day in that period, compounded on each such day and calculated on an Actual/360 basis.
	“Expected Dividend Amount” means the sum of, for each Expected Dividend with an Expected Dividend Ex-Dividend Date (as defined below) occurring on or before the relevant Settlement Date or Cash Settlement Payment Date, as applicable, such Expected Dividend, plus an accrual thereon for the period, if any, from and including the related Expected Dividend Payment Date (as defined below) to but excluding such Settlement Date or Cash Settlement Payment Date at a per annum rate equal to the Federal Funds Open Rate minus the Fixed Charge for each day in that period, compounded on each such day and calculated on an Actual/360 basis.
	“Expected Dividend” means USD 0.135 per Share per calendar quarter based on a quarterly dividend payment date expected to occur on July 2, 2013, October 8, 2013 and January 7, 2014 (each, an “Expected Dividend Payment Date”) with an expected ex-dividend date of June 11, 2013, September 17, 2013 and December 13, 2013, as applicable (each an “Expected Dividend Ex-Dividend Date”).
	“Federal Funds Open Rate” means with respect to any day, the opening federal funds rate quoted on Bloomberg Page “FedsOpen <Index> GO” (or any successor thereto) as of such day (or, if that day is not a Business Day, the next preceding Business Day); provided that if no such rate appears on such Business Day, the Calculation Agent shall determine the rate in a commercially reasonable manner from any publicly available source (including any Federal Reserve Bank).
	“Fixed Charge” means the Borrow Cost.

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	“Borrow Cost” means 25 basis points per annum.
	“Business Day” means any day on which the commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in New York City.
Prepayment:	Not Applicable
Variable Obligation:	Not Applicable
Exchange:	New York Stock Exchange
Related Exchanges:	All Exchanges
Calculation Agent:	Bank, which shall make all calculations, adjustments and determinations required pursuant to the Transaction, and such calculations, adjustments and determinations shall be binding absent manifest error.
Relevant Day:	Each day listed in Annex A hereto and every fourth Scheduled Trading Day after the last day so listed, as determined by the Calculation Agent. The Definitions are hereby amended by replacing the following instances of the defined term “Scheduled Trading Day” with the defined term “Relevant Day”: (i) in the definition of “Exchange Business Day” and (ii) in Article 6 of the Definitions.
4. Valuation:
Valuation Date:	Any Relevant Day during a Valuation Period, on which Shares are purchased by or on behalf of Bank (or its agent or affiliate) with respect to its hedge of the Transaction.
Initial Valuation Date:	August 12, 2013 (which date is a Relevant Day fifteen (15) Relevant Days prior to the Settlement Date), subject to “Accelerated Unwind” below and Section 12(b).
Valuation Periods:	Each period commencing on the Initial Valuation Date and ending on the Relevant Day on which the aggregate number of Valued Shares for all days in such Valuation Period equals the number of Shares for such Valuation Period.
	For any Valuation Period, “Valued Shares” means (i) where Cash Settlement is applicable to such Valuation Period, a number of Shares purchased by or on behalf of Bank (or its agent or affiliate) with respect to its hedge of the Transaction during such Valuation Period and (ii)

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	where Net Share Settlement is applicable to such Valuation Period, (x) a number of Shares purchased by or on behalf of Bank (or its agent or affiliate) with respect to its hedge of the Transaction during such Valuation Period, multiplied by (y) the Settlement Price for such Valuation Period, divided by (z) the Forward Price for the last Valuation Date of such Valuation Period.
Accelerated Unwind:	Subject to Section 12(b), Counterparty may, by providing Bank at least fifteen (15) calendar days’ notice (a “Settlement Notice”), irrevocably elect to accelerate the Initial Valuation Date or the Settlement Date, as the case may be, for all or a portion of the Number of Shares (such portion of the Number of Shares specified in such Settlement Notice, the “Unwind Shares”) to a Relevant Day specified by Counterparty in such Settlement Notice, which Settlement Notice shall also specify Counterparty’s Settlement Method Election, if any, for all such Unwind Shares (which Settlement Method Election shall, for the avoidance of doubt, meet the requirements therefor set forth opposite the caption “Settlement Method Election” below). Counterparty may not designate an Initial Valuation Date that occurs during (i) a Valuation Period relating to another Initial Valuation Date designated pursuant to this paragraph, or (ii) the Valuation Period with respect to the scheduled Settlement Date under this Confirmation or (iii) a valuation period (however defined) under any agreement similar to the Transaction as described in Section 11(d) (it being understood that the Initial Valuation Date will not occur during such a valuation period (however defined) under the Other Confirmations (as defined below) if no exchange business day (however defined) of such valuation period would occur on a Relevant Day under this Confirmation).
	Upon the acceleration of the Initial Valuation Date or Settlement Date as described above with respect to a portion but not all of the Number of Shares, the Transaction shall be treated as if it were two transactions with terms identical to those of the Transaction, except that (i) the first such transaction shall have a Number of Shares equal to the number of Unwind Shares and an Initial Valuation Date or Settlement Date, as the case may be, as specified in the relevant Settlement Notice and (ii) the second such transaction shall have a Number of Shares equal to the Number of Shares for the Transaction, minus the number of Unwind Shares (including the Unwind Shares for all previously accelerated “transactions”).

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Unwind Activities:	During each Valuation Period, Bank (or its agent or affiliate) shall purchase Shares with respect to its hedge of the Transaction. The times, prices and quantities at which Bank (or its agent or affiliate) purchases any Shares during any Valuation Period and the manner in which such purchases are effected shall be at Bank’s sole discretion (it being understood that Bank may exercise such discretion after considering whether and in what quantity or manner purchasing Shares would be permitted or appropriate under applicable securities laws). For the avoidance of doubt, the Cash Settlement Payment Date in respect of a Valuation Period may occur prior to, on or later than, as the case may be, the Settlement Date that otherwise would have applied with respect to the Number of Shares for such Valuation Period had Physical Settlement been applicable.
5. Settlement Terms:
Settlement Currency:	USD
Settlement Method Election:	Applicable, subject to the proviso to Section 12(b)(i); provided that (i) for purposes of this Confirmation, Section 7.1 of the Definitions is hereby amended by adding the phrase “, Net Share Settlement” after “Cash Settlement” in the sixth line thereof and (ii) if Counterparty elects Cash Settlement or Net Share Settlement, it shall be deemed to have repeated the representations contained in Section 11(b)(vi), (vii), (ix), (x) and (xvii) on the date of notice of such election.
Electing Party:	Counterparty
Settlement Method Election Date:	The fifth (5th) Relevant Day immediately preceding the Initial Valuation Date; provided that, with respect to any Accelerated Unwind, the Settlement Method Election Date shall be the date of delivery of the Settlement Notice and Counterparty may only elect the Settlement Method pursuant to “Accelerated Unwind” above.
Default Settlement Method:	Physical Settlement
Settlement Date:	Subject to “Accelerated Unwind” above, October 31, 2013.
Cash Settlement Payment Date:	In respect of any Valuation Period, in respect of the last Valuation Date of such Valuation Period, the third (3rd) Scheduled Trading Day following such Valuation Date.
Settlement Price:	In respect of any Valuation Period, the volume-weighted average of the 10b-18 VWAP prices per Share on each

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	Exchange Business Day that is not a Disrupted Day in full during the period from and including the Initial Valuation Date to and including the last Valuation Date of such Valuation Period.
10b-18 VWAP:	In respect of any Exchange Business Day that is not a Disrupted Day, the volume-weighted average price at which the Shares trade as reported in the composite transactions for the Exchange on such Exchange Business Day, excluding (i) trades that do not settle regular way, (ii) opening (regular way) reported trades on the Exchange on such Exchange Business Day, (iii) trades that occur in the last ten (10) minutes before the scheduled close of trading on the Exchange on such Exchange Business Day and ten (10) minutes before the scheduled close of the primary trading session in the market where the trade is effected, and (iv) trades on such Exchange Business Day that do not satisfy the requirements of Rule 10b-18(b)(3) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as determined in good faith by the Calculation Agent (such trades in the Shares on such Exchange Business Day, excluding any such excluded trades, the “Rule 10b-18 Eligible Transactions” for such Exchange Business Day). Counterparty acknowledges that the Calculation Agent may refer to the Bloomberg Page “DDR.N <Equity> AQR SEC” (or any successor thereto), in its discretion, for such Exchange Business Day to determine the 10b-18 VWAP.
Forward Cash Settlement Amount:	If applicable in respect of any Valuation Period, an amount equal to (i) the Valued Shares for such Valuation Period multiplied by (ii) an amount equal to (A) the Settlement Price for such Valuation Period minus (B) the Forward Price for the last Valuation Date of such Valuation Period.
Net Share Settlement:	If applicable in respect of any Valuation Period, on the Cash Settlement Payment Date, (i) if the Net Share Settlement Amount is positive, then Seller shall deliver to Buyer the Net Share Settlement Amount, and (ii) if the Net Share Settlement Amount is negative, then Buyer shall deliver to Seller the absolute value of the Net Share Settlement Amount. For these purposes, the provisions of Sections 9.8, 9.9, 9.10, 9.11 and 9.12 of the Definitions will be applicable.
Net Share Settlement Amount:	If applicable in respect of any Valuation Period, a number of Shares (rounded down to the nearest whole Share) equal to (i) the number of Valued Shares for such Valuation Period, minus (ii) the number of Shares

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	purchased by or on behalf of Bank (or its agent or affiliate) with respect to its hedge of the Transaction during such Valuation Period, plus cash (at the Settlement Price) for any fractional Share.
Valuation Disruption:	The definition of “Market Disruption Event” in Section 6.3(a) of the Definitions is hereby amended by deleting the words “at any time during the one-hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may be” and inserting the words “at any time on any Exchange Business Day during the Valuation Period” after the word “material,” in the third line thereof.
	Section 6.3(d) of the Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof.
	If a Disrupted Day is a Disrupted Day because of a Market Disruption Event (or a deemed Market Disruption Event), the Calculation Agent shall determine in its sole discretion whether (i) such Disrupted Day is a Disrupted Day in full, in which case the 10b-18 VWAP for such Disrupted Day shall not be included for purposes of determining the Settlement Price, or (ii) such Disrupted Day is a Disrupted Day only in part, in which case the 10b-18 VWAP for such Disrupted Day shall be determined by the Calculation Agent based on Rule 10b-18 Eligible Transactions in the Shares on such Disrupted Day effected before the relevant Market Disruption Event occurred and/or after the relevant Market Disruption Event ended, and the weighting of the 10b-18 VWAP for the relevant Exchange Business Days during the Valuation Period shall be adjusted in a commercially reasonable manner by the Calculation Agent for purposes of determining the Settlement Price, with such adjustments based on the duration of any Market Disruption Event and the volume, historical trading patterns and price of the Shares. Any Relevant Day on which the Exchange is scheduled to close prior to its normal close of trading shall be deemed to be a Disrupted Day in full. Upon reasonable request by Counterparty, Bank shall promptly provide to Counterparty information relating to its calculation or determination of the 10b-18 VWAP for any Disrupted Day (but without disclosing Bank’s proprietary models or positions and only to the extent not in violation of applicable laws, regulations, policies, or contractual obligations).

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Regulatory Disruption:	Any event that Bank, in its reasonable discretion based on the advice of counsel, determines makes it appropriate with respect to any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements or related policies and procedures are imposed by law or have been voluntarily adopted by Bank), that apply generally to all transactions of a nature and kind similar to the Transaction, for it to refrain from or decrease any Unwind Activity on any Exchange Business Day, may by written notice to Counterparty be deemed by Bank to be a Market Disruption Event, which has occurred and will be continuing on such Exchange Business Day.
Representation and Agreement:	Notwithstanding Section 9.11 of the Definitions, the parties acknowledge that any Shares delivered to Counterparty will be subject to restrictions and limitations arising from Counterparty or its affiliates or out of Counterparty’s status under applicable securities laws.
6. Adjustments:
Method of Adjustment:	Subject to Section 12(b), Calculation Agent Adjustment.
Early Ordinary Dividend:	If an ex-dividend date for any dividend or distribution on the Shares occurs during any calendar quarter occurring (in whole or in part) during the Relevant Dividend Period and such ex-dividend date occurs prior to the Expected Dividend Ex-Dividend Date for such calendar quarter, the Calculation Agent shall make such adjustments to the Forward Price as the Calculation Agent determines appropriate to account for the economic effect on the Transaction of such event.
Relevant Dividend Period:	The period from and including the Trade Date to but excluding the final Cash Settlement Payment Date or Settlement Date, as the case may be.
7. Extraordinary Events:
New Shares:	In the definition of New Shares in Section 12.1(i) of the Definitions, the text in (i) shall be deleted in its entirety and replaced with “publicly quoted, traded or listed on any of the New York Stock Exchange, The NASDAQ Global Market or the NASDAQ Global Select Market (or their respective successors)”.
Consequences of Merger Events (in each case, subject to Section 12(b)):

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(a) Share-for-Share:	Alternative Obligation
(b) Share-for Other:	Cancellation and Payment
(c) Share-for-Combined:	Component Adjustment
Tender Offer:	Applicable
Consequences of Tender Offers (in each case, subject to Section 12(b)):
(a) Share-for-Share:	Calculation Agent Adjustment
(b) Share-for-Other:	Calculation Agent Adjustment
(c) Share-for-Combined:	Calculation Agent Adjustment
	provided that for all Consequences of Tender Offers where Calculation Agent Adjustment is specified, Section 12.3(c) of the Definitions is hereby amended by deleting the words “the Issuer and the Shares will not change, but” immediately following the words “Tender Offer Date” in the first line thereof.
Composition of Combined Consideration:	As reasonably determined by the Calculation Agent.
Nationalization, Insolvency or Delisting:	Subject to Section 12(b), Cancellation and Payment
	In addition to the provisions of Section 12.6(a)(iii) of the Definitions, it will also constitute a Delisting if the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Market or the NASDAQ Global Select Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange.
Determining Party:	For all applicable Extraordinary Events, Bank
8. Additional Disruption Events (in each case, subject to Section 12(b)):
Change in Law:	Applicable; provided that Section 12.9(a)(ii) of the Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) by adding the phrase “and/or Hedge Position” after the word “Shares” in

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	clause (X) thereof, and (iii) by immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”; provided, further that (i) any determination as to whether (A) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute) or (B) the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date, and (ii) Section 12.9(a)(ii) of the Definitions is hereby amended by replacing the parenthetical beginning after the word “regulation” in the second line thereof the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”.
Failure to Deliver:	Applicable
Insolvency Filing:	Notwithstanding anything to the contrary herein, in the ISDA Agreement or in the Definitions, upon any Insolvency Filing or other proceeding under the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”) in respect of the Issuer, the Transaction shall automatically terminate on the date thereof without further liability of either party to this Confirmation to the other party (except for any liability in respect of any breach of representation or covenant by a party under this Confirmation prior to the date of such Insolvency Filing or other proceeding), it being understood that the Transaction is a contract for the issuance of Shares by the Issuer.
Hedging Disruption:	Applicable
Increased Cost of Hedging:	Applicable
Hedging Party:	For all applicable Additional Disruption Events, Bank
Determining Party:	For all applicable Additional Disruption Events, Bank

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Bank agrees to give advance notice to Counterparty of its hedging strategy with respect to the Transaction and any subsequent material changes to such hedging strategy.

9. Non-Reliance:

Non-Reliance:	Applicable
Agreements and Acknowledgments
Regarding Hedging Activities:	Applicable
Additional Acknowledgments:	Applicable

10. Matters relating to the Purchase of Shares and Related Matters:

(a) Conditions to Effectiveness. The effectiveness of this Confirmation on the Effective Date shall be subject to the following conditions:

(i) the representations and warranties of Counterparty contained in the Underwriting Agreement (the “Underwriting Agreement”) dated the date hereof among Counterparty, Bank and Goldman, Sachs & Co., JPMorgan Chase Bank, National Association and Wells Fargo Bank, National Association, as the Forward Counterparties, and Goldman, Sachs & Co., J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., RBC Capital Markets, LLC, and Wells Fargo Securities, LLC as the several Underwriters and any certificate delivered pursuant thereto by Counterparty shall be true and correct on the Effective Date as if made as of the Effective Date;

(ii) Counterparty shall have performed all of the obligations required to be performed by it under the Underwriting Agreement on or prior to the Effective Date;

(iii) all of the conditions set forth in Section 7 of the Underwriting Agreement shall have been satisfied;

(iv) no event that constitutes an Extraordinary Event, a Change in Law, a Hedging Disruption, a Stock Borrow Event (as defined below) or an Increased Cost of Hedging shall have occurred;

(v) all of the representations and warranties of Counterparty hereunder and under the ISDA Agreement shall be true and correct on the Effective Date as if made as of the Effective Date; and

(vi) Counterparty shall have performed all of the obligations required to be performed by it hereunder and under the ISDA Agreement on or prior to the Effective Date.

If delivery and payment for the Initial Underwritten Securities shall not have occurred by the close of business on the Effective Date, the parties shall have no further obligations in connection with the Transaction, other than in respect of Section 10(f) and/or breaches of representations or covenants on or prior to such date. If the number of Initial Underwritten Securities shall be a number less than the initial Number of Shares specified opposite the caption “Number of Shares” above, the Number of Shares hereunder shall be reduced to a number equal to such number of Initial Underwritten Securities. Notwithstanding the definition thereof, the “Number of Shares” shall not be increased in respect of any Option Underwritten Securities to a number of Shares greater than the number equal to the sum of the Initial Underwritten Securities and the

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Option Underwritten Securities (in the aggregate for all previous Dates of Delivery). In addition, if Bank determines, in its sole discretion, that it (or its agent or affiliate) is unable to borrow and deliver for sale a number of Shares equal to the initial Number of Shares specified opposite the caption “Number of Shares” above on the Effective Date pursuant to the Underwriting Agreement (or a number of Shares equal to the number of Option Underwritten Securities on any Date of Delivery) or if, in the sole discretion of Bank (or its agent or affiliate), it would be impracticable to do so or would entail a stock loan cost in excess of a rate equal to the Borrow Cost, then the Number of Shares (or the increase in the Number of Shares in respect of such Option Underwritten Securities) shall be limited to the number of Shares Bank (or its agent or affiliate) may borrow on the Effective Date (or such Date of Delivery) at a cost at or below such rate. Bank agrees to provide commercially reasonable prior notice of any such limitation of the Number of Shares (or an increase in the Number of Shares) (it being understood that such notice shall not be a condition to any such limitation). If, for any reason, the prospectus contemplated by the Underwriting Agreement ceases to be current and available for use prior to the completion by Bank, its affiliates or any other forward counterparty or underwriter of the sale of a number of Shares equal to the Number of Shares (as increased in respect of the Option Underwritten Securities, if any), Bank may reduce the Number of Shares hereunder to the number of Shares sold prior to such time.

(b) Underwriting Agreement Representations, Warranties and Covenants. On the Trade Date, the Effective Date, each Date of Delivery and on each date on which Bank, its affiliates or any other forward counterparty or underwriter delivers a prospectus in connection with a sale to hedge the Transaction, Counterparty hereby makes to Bank as of such date all of the representations and warranties contained in the Underwriting Agreement. Counterparty hereby agrees to comply with its covenants contained in the Underwriting Agreement as if such covenants were made in favor of Bank.

(c) Interpretive Letter. Counterparty agrees and acknowledges that the Transaction is being entered into in accordance with the October 9, 2003 interpretive letter from the staff of the Securities and Exchange Commission to Goldman, Sachs & Co. (the “Interpretive Letter”) and agrees that, with respect to the foregoing, Counterparty has filed a registration statement on Form S-3 with respect to the “maximum number of shares” (as such term is described in the Interpretive Letter) and appropriate undertakings under Rule 415 under the Securities Act, including, but not limited to, Rule 415(a)(4).

(d) Agreements and Acknowledgments of Counterparty Regarding Shares.

(i) Counterparty agrees and acknowledges that, in respect of any Shares delivered to Bank hereunder, such Shares shall be, upon such delivery, duly and validly authorized, issued and outstanding, fully paid and nonassessable, free of any lien, charge, claim, any preemptive or similar rights or other encumbrance and shall, upon such issuance, be accepted for listing or quotation on the Exchange;

(ii) Counterparty agrees and acknowledges that Bank (or its agent or affiliate) will hedge its exposure to the Transaction by selling Shares borrowed from third party securities lenders or other Shares pursuant to a registration statement, and that, pursuant to the terms of the Interpretive Letter, the Shares (up to the Number of Shares) delivered, pledged or loaned by Counterparty to Bank (or its agent or affiliate) in connection with the Transaction may be used by Bank (or its agent or affiliate) to return to securities lenders without further registration under the Securities Act of 1933, as amended (the “Securities Act”). Accordingly, Counterparty agrees that the Shares that it delivers, pledges or loans to Bank (or its agent or affiliate) on or prior to any Settlement Date or Cash Settlement Payment Date, as the case may be, will not bear a restrictive legend and that such Shares will be deposited in, and the delivery thereof shall be effected through the facilities of, the Clearance System; and

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(iii) Counterparty agrees not to take any action to reduce or decrease the number of authorized and unissued Shares below the sum of (x) the maximum number of Shares deliverable pursuant to the Transaction and (y) the total number of Shares issuable upon settlement (whether by net share settlement or otherwise) of any other transaction or agreement to which it is a party.

(e) Private Placement Procedures. If Counterparty is unable to comply with the provisions of sub-paragraph (ii) of “Agreements and Acknowledgments of Counterparty Regarding Shares” above because of a change in law or a change in interpretation or the policy of the Securities and Exchange Commission or its staff, or Bank otherwise determines that in its reasonable opinion any Shares to be delivered to Bank (or its agent or affiliate) by Counterparty may not be freely returned by Bank (or its agent or affiliate) to securities lenders as described under such sub-paragraph (ii), then delivery of any such Shares (the “Restricted Shares”) shall be effected pursuant to clause (i) below.

(i) Delivery of Restricted Shares by Counterparty to Bank (or its agent or affiliate) (a “Private Placement Settlement”) shall be effected in accordance with customary private placement procedures with respect to such Restricted Shares reasonably acceptable to Bank. On the date of such delivery, Counterparty shall not have taken, or caused to be taken, any action that would make unavailable either (x) the exemption pursuant to Section 4(2) of the Securities Act for the sale or deemed sale by Counterparty to Bank (or any agent or affiliate designated by Bank) of the Restricted Shares or (y) the exemption pursuant to Section 4(1) or Section 4(3) of the Securities Act for resales of the Restricted Shares by Bank (or any such agent or affiliate of Bank). The Private Placement Settlement of such Restricted Shares shall include customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Bank (and/or any such agent or affiliate of Bank), due diligence rights (for Bank or any such agent or affiliate of Bank or any buyer of the Restricted Shares designated by Bank or any such agent or affiliate of Bank), opinions and certificates, and such other documentation as is customary for private placement agreements, all reasonably acceptable to Bank (or any such agent or affiliate of Bank). In the case of a Private Placement Settlement, Bank shall, in its good faith discretion, adjust the number of Restricted Shares to be delivered to Bank hereunder in a commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Bank (or its agent or affiliate) and may only be saleable by Bank (or its agent or affiliate) at a discount to reflect the lack of liquidity in Restricted Shares. Notwithstanding the ISDA Agreement or this Confirmation, the date of delivery of such Restricted Shares shall be the Scheduled Trading Day following notice by Bank to Counterparty of the number of Restricted Shares to be delivered pursuant to this clause (i). For the avoidance of doubt, delivery of Restricted Shares shall be due as set forth in the previous sentence and not be due on the date that would otherwise be applicable.

(ii) If Counterparty delivers any Restricted Shares in respect of the Transaction, Counterparty agrees that (A) such Shares may be transferred freely among Bank and its agents and/or affiliates and (B) after the minimum “holding period” within the meaning of Rule 144(d) under the Securities Act has elapsed, Counterparty shall promptly remove, or cause the transfer agent for the Shares to remove, any legends referring to any transfer restrictions from such Shares upon delivery by Bank (or such agent or affiliate of Bank) to Counterparty or such transfer agent of seller’s and broker’s representation letters customarily delivered by Bank or its affiliates in connection with resales of restricted securities pursuant to Rule 144 under the Securities Act, each without any further requirement for the delivery of any certificate, consent, agreement, opinion of counsel, notice or any other document, any transfer tax stamps or payment of any other amount or any other action by Bank (or such agent or affiliate of Bank).

(f) Indemnity. Counterparty agrees to indemnify Bank and its affiliates and their respective directors, officers, employees, agents and controlling persons (Bank and each such affiliate or

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person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint and several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to, the execution or delivery of this Confirmation, the performance by the parties hereto of their respective obligations under the Transaction, any breach of any covenant or representation made by Counterparty in this Confirmation or the ISDA Agreement or the consummation of the transactions contemplated hereby and will reimburse any Indemnified Party for all reasonable expenses (including reasonable legal fees and expenses) as they are incurred in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. Counterparty will not be liable under this Section 10(f) to the extent that any loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court to have resulted from Bank’s gross negligence or willful misconduct.

11. Representations and Covenants:

(a) In connection with this Confirmation and the Transaction and any other documentation relating to the ISDA Agreement, each party to this Confirmation represents and acknowledges to the other party that:

(i) it is an “accredited investor” as defined in Section 2(a)(15)(ii) of the Securities Act; and

(ii) it is an “eligible contract participant” as defined in Section 1a of the Commodity Exchange Act, as amended (the “CEA”), and this Confirmation and the Transaction hereunder are subject to individual negotiation by the parties and have not been executed or traded on a “trading facility” as defined in Section 1a of the CEA.

(b) Counterparty represents to Bank on the Trade Date, the Effective Date and any Date of Delivery (and in addition, in the case of clauses (vi), (vii), (ix), (x) and (xvii) below, on the date, if any, that Counterparty notifies Bank of its election of Cash Settlement or Net Share Settlement with respect to the Transaction or any portion thereof) that:

(i) its financial condition is such that it has no need for liquidity with respect to its investment in the Transaction and no need to dispose of any portion thereof to satisfy any existing or contemplated undertaking or indebtedness;

(ii) its investments in and liabilities in respect of the Transaction, which it understands are not readily marketable, is not disproportionate to its net worth, and it is able to bear any loss in connection with the Transaction, including the loss of its entire investment in the Transaction;

(iii) it understands that Bank has no obligation or intention to register the Transaction under the Securities Act or any state securities law or other applicable federal securities law;

(iv) it understands that no obligations of Bank to it hereunder will be entitled to the benefit of deposit insurance and that such obligations will not be guaranteed by any Affiliate of Bank or any governmental agency;

(v) IT UNDERSTANDS THAT THE TRANSACTION IS SUBJECT TO COMPLEX RISKS WHICH MAY ARISE WITHOUT WARNING AND MAY AT TIMES BE VOLATILE AND THAT LOSSES MAY OCCUR QUICKLY AND IN UNANTICIPATED MAGNITUDE AND IS WILLING TO ACCEPT SUCH TERMS AND CONDITIONS AND ASSUME (FINANCIALLY AND OTHERWISE) SUCH RISKS;

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(vi) each of its filings under the Securities Act, the Exchange Act or other applicable securities laws that are required to be filed have been filed and that, as of the respective dates thereof and as of the date of this representation, there is no misstatement of material fact contained therein or omission of a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading;

(vii) it has not and will not directly or indirectly violate any applicable law (including, without limitation, the Securities Act and the Exchange Act) in connection with the Transaction.

(viii) it has reserved and will keep available, free from preemptive rights, out of its authorized but unissued Shares, solely for the purpose of issuance upon settlement of the Transaction as herein provided, the full number of Shares as shall then be issuable upon settlement of the Transaction;

(ix) it is not entering into this Confirmation (and with respect to any election of Cash Settlement or Net Share Settlement, it is not making such election) to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares);

(x) it is not entering into this Confirmation (and with respect to any election of Cash Settlement or Net Share Settlement, it is not making such election) on the basis of, and it is not aware of, any material non-public information regarding Counterparty or the Shares;

(xi) it is, and shall be as of the date of any payment or delivery by it hereunder, solvent and able to pay its debts as they come due, with assets having a fair value greater than liabilities and with capital sufficient to carry on the businesses in which it engages;

(xii) it is not and, after giving effect to the transactions contemplated hereby, will not be required to be registered as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended;

(xiii) it is eligible to conduct a primary offering of Shares on Form S-3, the offering contemplated by the Underwriting Agreement complies with Rule 415 under the Securities Act, and the Shares are “actively traded” as defined in Rule 101(c)(1) of Regulation M (“Regulation M”) promulgated under the Exchange Act;

(xiv) it (x) has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of entering into the Transaction; (y) has consulted with its own legal, financial, accounting and tax advisors in connection with the Transaction; and (z) has entered into the Transaction for a bona fide business purpose;

(xv) it is not and has not been the subject of any civil proceeding of a judicial or administrative body of competent jurisdiction that could reasonably be expected to impair materially Counterparty’s ability to perform its obligations hereunder;

(xvi) no filing with, or approval, authorization, consent, license registration, qualification, order or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the execution, delivery and performance by Counterparty of this Confirmation and the consummation of the Transaction (including, without limitation, the issuance and delivery of Shares on any Settlement Date or Cash Settlement Payment Date, as the

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case may be) except (x) such as may be required to be obtained under the Securities Act, (y) reporting obligations under the Exchange Act and (z) as may be required to be obtained under state securities laws;

(xvii) it is entering into this Confirmation (and with respect to any election of Cash Settlement or Net Share Settlement, it is making such election) in good faith, not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act, and it has not entered into or altered any hedging transaction relating to the Shares corresponding to or offsetting the Transaction; and

(xviii) it (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing and (C) has total assets of at least $50 million.

(c) In connection with this Confirmation and the Transaction, Counterparty agrees and acknowledges that:

(i) it shall, upon obtaining knowledge of the occurrence of any event that would, with the giving of notice, the passage of time or the satisfaction of any condition, constitute an Event of Default, a Potential Event of Default, a Termination Event in respect of which it is an Affected Party, a Potential Adjustment Event, an Extraordinary Event or an Additional Disruption Event, notify Bank within one Business Day of the occurrence of obtaining such knowledge;

(ii) in addition to any other requirements set forth herein, it shall not have the right to elect Cash Settlement or Net Share Settlement if Bank notifies it that, in the reasonable judgment of Bank, such Cash Settlement or Net Share Settlement or the related purchases of Shares by Bank (or its agent or affiliate) may raise material risks under applicable securities laws, including without limitation because such purchases, if effected by it, would not qualify for applicable safe harbors under applicable securities laws (including, without limitation, the safe harbor provided by Rule 10b-18 under the Exchange Act); and

(iii) it shall not engage in any “distribution” of Shares (as defined in Regulation M) during the period starting on the first day of any Valuation Period and ending on the first Exchange Business Day immediately following the last day of such Valuation Period (such period, the “Regulation M Period”), and, without limiting any of the foregoing, neither it nor any “affiliated purchaser” (as defined in Regulation M) will, directly or indirectly, bid for, purchase or attempt to induce any person to bid for or purchase, the Shares or securities that are convertible into, or exchangeable or exercisable for, Shares during any “restricted period” (as such term is defined in Regulation M) that occurs during the Regulation M Period.

(d) Other than (i) purchases of Shares (or any security convertible into or exchangeable for Shares) by Counterparty from participants in Counterparty’s equity compensation plans that occur or are deemed to occur in connection with the payment of any exercise price or in satisfaction of tax withholding obligations or otherwise in connection with the exercise or vesting of any equity award, (ii) acquisitions of Shares (or any security convertible into or exchangeable for Shares) from Counterparty by participants in Counterparty’s equity compensation plans or (iii) purchases of debt securities convertible into or exchangeable for Shares, Counterparty (or any “affiliated purchaser” as defined in Rule 10b-18 under the Exchange Act) shall not, without the prior written consent of Bank, directly or indirectly purchase any Shares (including by means of a derivative instrument), listed contracts on the

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Shares or securities that are convertible into, or exchangeable or exercisable for Shares (including, without limitation, any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18 under the Exchange Act)) on any Relevant Day during any Valuation Period, except through Bank (or its agent or affiliate). Counterparty agrees that neither it nor any of its affiliates shall take any action that would cause any purchases of Shares by Bank (or its agent or affiliate) in connection with any Cash Settlement or Net Share Settlement of the Transaction not to meet the requirements of the safe harbor provided by Rule 10b-18 under the Exchange Act if such purchases were effected by it. Without limiting the generality of the foregoing, Counterparty represents and warrants to, and agrees with, Bank that Counterparty has not and will not enter into any agreement similar to the Transaction described herein (including, for the avoidance of doubt, the Confirmations of even date herewith entered into between Counterparty and each of Goldman, Sachs & Co., JPMorgan Chase Bank, National Association and Wells Fargo Bank, National Association (the “Other Confirmations”) where any valuation period (however defined) in such other transaction will overlap at any time (including as a result of acceleration, postponement or extension in such valuation period as provided in the relevant agreement) with any Valuation Period under this Confirmation (it being understood that such a valuation period under the Other Confirmations will not overlap with a Valuation Period under this Confirmation if no exchange business day (however defined) under the Other Confirmations would occur on a Relevant Day under this Confirmation). In the event that the valuation period in any other similar transaction overlaps with any Valuation Period under this Confirmation as a result of any acceleration, postponement or extension of such Valuation Period, Counterparty shall promptly amend such transaction to avoid any such overlap.

(e) It is the intent of the parties that, as of the Trade Date and as of the date of any election of Cash Settlement or Net Share Settlement by Counterparty, the Transaction comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act, and the parties agree that this Confirmation shall be interpreted in a manner to comply with the requirements of Rule 10b5-1(c) under the Exchange Act, and Counterparty shall take no action that results in the Transaction not so complying with such requirements. Without limiting the generality of the preceding sentence, Counterparty acknowledges and agrees that (A) Counterparty does not have, and shall not attempt to exercise, any influence over how, when or whether Bank (or its agent or affiliate) effects any purchases of Shares or other transactions relating to the Share in connection with the Transaction, (B) during the Valuation Period, neither Counterparty nor its officers or employees shall, directly or indirectly, communicate any information regarding Counterparty or the Shares to any employee of Bank (or its agent or affiliate) responsible for trading Shares in connection with the transactions contemplated hereby, (C) Counterparty will elect Cash Settlement or Net Share Settlement, as the case may be, in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act, and (D) Counterparty will not alter or deviate from this Confirmation or enter into or alter a corresponding hedging transaction with respect to the Shares. Counterparty also acknowledges and agrees that any amendment, modification or waiver of this Confirmation with respect to any Valuation Period must be effected in accordance with the requirements for the amendment of a “plan” as defined in Rule 10b5-1(c) under the Exchange Act. Without limiting the generality of the foregoing, any such amendment, modification or waiver shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act, and no such amendment, modification or waiver shall be made on the basis of, or at any time at which Counterparty is aware of, any material non-public information regarding Counterparty or the Shares.

(f) Counterparty agrees to provide Bank at least 10 Scheduled Trading Days’ written notice (an “Issuer Repurchase Notice”) prior to Counterparty or any of its subsidiaries repurchasing Shares, whether out of profits or capital or whether the consideration for such repurchase is cash, securities or otherwise, that alone or in the aggregate would result in the Notional Percentage (as defined below) being (i) equal to or greater than 3.5% of the outstanding Shares and (ii) greater by 0.25% or more than the Notional Percentage at the time of the immediately preceding Issuer Repurchase Notice (or in the

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case of the first such Issuer Repurchase Notice, greater than the Notional Percentage as of the later of the date hereof or the immediately preceding Settlement Date, if any). The “Notional Percentage” as of any day is the fraction (1) the numerator of which is the Number of Shares and (2) the denominator of which is the number of Shares outstanding on such day. Upon receipt of an Issuer Repurchase Notice, Bank may designate an Additional Termination Event with respect to any portion of the Transaction that Bank (or its affiliate) in its sole discretion determines is necessary to reduce the Charter Percentage to 4.75%. The “Charter Percentage” shall be a fraction, the numerator of which is (i) the Number of Shares plus (ii) any other Shares that Bank, its affiliates and each other person subject to aggregation of Shares with Bank under Counterparty’s Second Amended and Restated Articles of Incorporation (the “Charter”) determines in its sole discretion may “Beneficially Own” under the Charter, and the denominator of which is the number of Shares outstanding after giving effect to the repurchase described in the relevant Issuer Repurchase Notice.

12. Miscellaneous:

(a) Early Termination. The parties agree that, notwithstanding the definition of Settlement Amount in the ISDA Agreement, for purposes of Section 6(e) of the ISDA Agreement, Second Method and Loss will apply to the Transaction.

(b) Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events.

(i) In lieu of (A) designating an Early Termination Date as the result of an Event of Default or Termination Event, (B) terminating the Transaction and determining a Cancellation Amount as the result of an Additional Disruption Event, or (C) terminating the Transaction and determining an amount payable in connection with an Extraordinary Event to which Cancellation and Payment would otherwise be applicable, Bank shall be entitled to designate an early settlement date (the “Bank Early Settlement Date”), in which case the Settlement Date shall be accelerated to the Bank Early Settlement Date and Physical Settlement shall apply; provided that Bank may in its sole discretion elect to permit Counterparty to elect Cash Settlement or Net Share Settlement, in which event the Initial Valuation Date would be accelerated to the Bank Early Settlement Date. In the case of an Additional Termination Event with respect to a portion of the Transaction pursuant to Section 12(g), such acceleration of the Settlement Date or, if so permitted by Bank, the Initial Valuation Date, as the case may be, shall occur only with respect to the portion of the Transaction that Bank (or its affiliate) determines is affected by the occurrence of such event.

For the avoidance of doubt, if the Bank Early Settlement Date occurs during a Valuation Period, then settlement in respect of the Valued Shares for all Valuation Dates in such Valuation Period occurring on or prior to the Bank Early Settlement Date (the aggregate number of such Valued Shares, the “Number of Unwound Shares”) shall occur as provided in Section 5 above, and the acceleration of the Settlement Date or Initial Valuation Date, as the case may be, described in the immediately preceding sentence shall be in respect of a Number of Shares equal to the Number of Shares, minus the Number of Unwound Shares.

(ii) If, subject to Section 12(c) below, the settlement of the Transaction has not been subject to acceleration in accordance with Section 12(b)(i) and one party owes the other party any amount in connection with the Transaction pursuant to Section 12.7 or 12.9 of the Definitions (except in the case of an Extraordinary Event in which the consideration or proceeds to be paid to holders of Shares as a result of such event consists solely of cash) or pursuant to Section 6(d)(ii) of the ISDA Agreement (except in the case of an Event of Default in which Counterparty is the

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Defaulting Party or a Termination Event in which Counterparty is the Affected Party, other than (x) an Event of Default of the type described in Section 5(a)(iii), (v), (vi) or (vii) of the ISDA Agreement or (y) a Termination Event of the type described in Section 5(b)(i), (ii), (iii), (iv), or (v) of the ISDA Agreement that in the case of either (x) or (y) resulted from an event or events outside Counterparty’s control) (a “Payment Obligation”), Counterparty shall have the right, in its sole discretion, to (A) if the amount is owed by Bank, require Bank to satisfy any such Payment Obligation or (B) if the amount is owed by Counterparty to satisfy any such Payment Obligation, in either case by delivery of Termination Delivery Units (as defined below) by giving irrevocable telephonic notice to Bank, confirmed in writing within one Business Day, between the hours of 9:00 a.m. and 4:00 p.m. New York time on the Closing Date or Early Termination Date, as applicable (“Notice of Termination Delivery”). Upon Notice of Termination Delivery, the party with the Payment Obligation shall deliver to the other party a number of Termination Delivery Units having a cash value equal to the amount of such Payment Obligation (such number of Termination Delivery Units to be delivered to be determined by the Calculation Agent acting in a commercially reasonable manner). Settlement relating to any delivery of Termination Delivery Units pursuant to this provision shall occur within three Scheduled Trading Days if Counterparty has the Payment Obligation and within a reasonable period of time if Bank has the Payment Obligation.

“Termination Delivery Unit” means (A) in the case of a Termination Event, an Event of Default or an Extraordinary Event (other than an Insolvency, Nationalization, Merger Event or Tender Offer), one Share or (B) in the case of an Insolvency, Nationalization, Merger Event or Tender Offer, a unit consisting of the number or amount of each type of property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Insolvency, Nationalization, Merger Event or Tender Offer. If a Termination Delivery Unit consists of property other than cash or New Shares and Counterparty provides irrevocable written notice to the Calculation Agent on or prior to the Closing Date that it elects to deliver (or, as applicable, have Bank deliver) cash, New Shares or a combination thereof (in such proportion as Counterparty designates) in lieu of such other property, the Calculation Agent will replace such property with cash, New Shares or a combination thereof as components of a Termination Delivery Unit in such amounts, as determined by the Calculation Agent in its discretion by commercially reasonable means, as shall have a value equal to the value of the property so replaced. If such Insolvency, Nationalization, Merger Event or Tender Offer involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash.

(c) Set-Off and Netting. Bank agrees not to set-off or net amounts due from Counterparty with respect to the Transaction against amounts due from Bank to Counterparty under any other obligations whether by operation of law or otherwise. Section 2(c) of the ISDA Agreement as it applies to payments due with respect to the Transaction shall remain in effect and is not subject to the first sentence of this provision.

(d) Maximum Share Delivery. Notwithstanding any other provision of this Confirmation, in no event will Counterparty be required to deliver hereunder, whether pursuant to Physical Settlement, Net Share Settlement, Private Placement Settlement or otherwise, more than 17,000,000 Shares to Bank in the aggregate, subject to adjustment pursuant to the terms of this Confirmation and the Definitions in connection with a stock split or stock dividend.

(e) Status of Claims in Bankruptcy. Bank acknowledges and agrees that this Confirmation is not intended to convey to Bank rights with respect to the transactions contemplated hereby that are senior to the claims of common stockholders in any U.S. bankruptcy proceedings of

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Counterparty; provided, however, that nothing herein shall limit or shall be deemed to limit Bank’s right to pursue remedies in the event of a breach by Counterparty of its obligations and agreements with respect to this Confirmation and the ISDA Agreement; and, provided, further, that nothing herein shall limit or shall be deemed to limit Bank’s rights in respect of any transaction other than the Transaction.

(f) No Collateral. Notwithstanding any provision of this Confirmation or the ISDA Agreement, or any other agreement between the parties, to the contrary, the obligations of Counterparty under the Transaction is not secured by any collateral. Without limiting the generality of the foregoing, if the ISDA Agreement or any other agreement between the parties includes an ISDA Credit Support Annex or other agreement pursuant to which Counterparty collateralizes obligations to Bank, then the obligations of Counterparty hereunder will not be considered to be obligations under such Credit Support Annex or other agreement pursuant to which Counterparty collateralizes obligations to Bank, and the Transaction shall be disregarded for purposes of calculating any Exposure or similar term thereunder.

(g) Additional Termination Event. Each of the following events shall constitute an Additional Termination Event under Section 5(b)(v) of the ISDA Agreement, with the Transaction as the sole Affected Transaction and Counterparty as the sole Affected Party; provided that, in its sole discretion, Bank may designate an Additional Termination Event with respect to all or any portion of the Transaction that Bank (or its affiliate) determines is affected by the occurrence of such event:

(i) The occurrence of an Increased Dividend Event, Non-Cash Distribution Event or Extraordinary Dividend (each as defined below). An “Increased Dividend Event” shall occur if, for any calendar quarter occurring (in whole or in part) during the Relevant Dividend Period, the aggregate amount or value (as determined by the Calculation Agent) per Share of all dividends or distributions on the Shares with an ex-dividend date occurring or scheduled to occur during such calendar quarter, exceeds USD 0.135 per Share per calendar quarter. A “Non-Cash Distribution Event” shall occur if the Issuer declares a distribution or dividend of the type described in Section 11.2(e)(ii)(B), (C) or (D) of the Definitions, which distribution or dividend has an ex-dividend date occurring or scheduled to occur during the Relevant Dividend Period. “Extraordinary Dividend” means the per Share amount of any cash dividend or distribution declared by the Issuer, which dividend has an ex-dividend date occurring or scheduled to occur at any time during the Relevant Dividend Period, with respect to the Shares that is specified by the board of directors of the Issuer as an “extraordinary” dividend.

(ii) The occurrence of a Stock Borrow Event (as defined below) of which Bank has provided two (2) Scheduled Trading Days’ prior notice to Counterparty; provided that, if in respect of such Stock Borrow Event, Counterparty refers Bank (or its agent or affiliate) to a Lending Party (as defined below) that will lend Bank (or its agent or affiliate) Shares in an amount equal to the Number of Shares at a rate equal to or less than the Borrow Cost and such Lending Party lends Shares in the amount of the Number of Shares at a rate equal to or less than the Borrow Cost and on other terms and conditions satisfactory to Bank (or its agent or affiliate), in each case, within two (2) Scheduled Trading Days of receipt of the notice of Stock Borrow Event, then such Stock Borrow Event shall not constitute an Additional Termination Event. A “Stock Borrow Event” shall occur if, in its sole discretion, Bank (or its agent or affiliate) is unable to, or it is commercially impracticable for Bank (or its agent or affiliate) to, continue to borrow a number of Shares equal to the Number of Shares or that, with respect to borrowing the Number of Shares, Bank (or its agent or affiliate) would incur a rate that is greater than the Borrow Cost. A “Lending Party” means a third party that is not Counterparty that Bank (or its agent or affiliate) considers to be an acceptable counterparty (acting in good faith and in a reasonable manner in light of (x) other transactions that Bank (or its agent or affiliate) may have entered into with such party and (y) any legal, regulatory or self-regulatory requirements or

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related policies and procedures (whether or not such requirements or related policies and procedures are imposed by law or have been voluntarily adopted by Bank) that apply generally to transactions of a nature and kind similar to the transactions contemplated with such party); provided that, in addition to the foregoing requirements, an affiliate of Counterparty shall not be a Lending Party unless the transactions contemplated with such party would be (I) in compliance with applicable securities laws, including, without limitation, the Securities Act, as determined by Bank (or its agent or affiliate) in its reasonable discretion based on advice of counsel, and (II) on such terms and conditions as are acceptable to Bank (or its agent or affiliate) in its sole discretion.

(iii) If, on any day occurring after the Trade Date, the board of directors of Counterparty votes to approve, or there is a public announcement of, in either case, any action that, if consummated, would constitute an Extraordinary Event. Counterparty shall notify Bank of any such vote or announcement within three Business Days (and, in the case of any such vote, Counterparty shall publicly announce the occurrence of such vote within three Business Days thereof).

(h) Transfer. Bank has the right to assign any or all of its rights and obligations under the Transaction to deliver or accept delivery of Shares to any of its affiliates; provided that such assignment shall only occur in respect of the Transaction when it has become obligatory that the Transaction be settled by the transfer of Shares; and provided, further, that Counterparty shall have recourse to Bank in the event of failure by the assignee to perform any of such obligations hereunder and provided, further, that such assignment does not result in any negative tax or accounting consequences for, or additional payments by, Counterparty. Notwithstanding the foregoing, the recourse to Bank shall be limited to recoupment of Counterparty’s monetary damages and Counterparty hereby waives any right to seek specific performance by Bank of its obligations hereunder. Such failure after any applicable grace period shall be deemed to be an Additional Termination Event, such Transaction shall be the only Affected Transaction and Bank shall be the only Affected Party.

(i) Severability; Illegality. If compliance by either party with any provision of the Transaction would be unenforceable or illegal, (i) the parties shall negotiate in good faith to resolve such unenforceability or illegality in a manner that preserves the economic benefits of the transactions contemplated hereby and (ii) the other provisions of the Transaction shall not be invalidated, but shall remain in full force and effect.

(j) Waiver of Trial by Jury. EACH OF COUNTERPARTY AND BANK HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE TRANSACTION OR THE ACTIONS OF BANK OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.

(k) Confidentiality. Bank and Counterparty agree that (i) Counterparty is not obligated to Bank to keep confidential from any and all persons or otherwise limit the use of any element of Bank’s descriptions relating to tax aspects of the Transaction and any part of the structure necessary to understand those tax aspects, and (ii) Bank does not assert any claim of proprietary ownership in respect of such descriptions contained herein of the use of any entities, plans or arrangements to give rise to significant U.S. federal income tax benefits for Counterparty.

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(l) Securities Contract. The parties hereto intend for:

(i) each Transaction hereunder to be a “securities contract” and a “swap agreement” as defined in the Bankruptcy Code, and the parties hereto to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6), 555 and 560 of the Bankruptcy Code;

(ii) the rights given to Bank hereunder upon an Event of Default, Termination Event or Early Termination Date to constitute “contractual rights” to cause the liquidation of a “securities contract” or a “swap agreement” and to set off mutual debts and claims in connection with a “securities contract” or a “swap agreement”, as such terms are used in Sections 555 and 362(b)(6) of the Bankruptcy Code;

(iii) any cash, securities or other property provided as performance assurance, credit support or collateral with respect to a Transaction to constitute “margin payments” and “transfers” under a “securities contract” or a “swap agreement” as defined in the Bankruptcy Code;

(iv) all payments for, under or in connection with a Transaction, all payments for the Shares and the transfer of such Shares to constitute “settlement payments” and “transfers” under a “securities contract” or a “swap agreement” as defined in the Bankruptcy Code; and

(v) any or all obligations that either party has with respect to this Confirmation or the ISDA Agreement to constitute property held by or due from such party to margin, guaranty or settle obligations of the other party with respect to the transactions under the ISDA Agreement (including any Transaction) or any other agreement between such parties.

(m) Beneficial Ownership. Notwithstanding anything to the contrary in the ISDA Agreement or this Confirmation, in no event shall Bank be entitled to receive (or be obligated to deliver), or shall be deemed to receive, any Shares if, upon such receipt of such Shares by Bank, (i) the Equity Percentage would be equal to or greater than 4.9% or (ii) the Share Amount would exceed the Applicable Share Limit (if any applies) (any such condition described in clauses (i) or (ii), an “Excess Ownership Position”). The “Equity Percentage” as of any day is the fraction (A) the numerator of which is the number of Shares that Bank, its affiliates and each other person subject to aggregation of Shares with Bank under Section 13 or Section 16 of the Exchange Act and the rules and regulations promulgated thereunder would directly or indirectly “beneficially own” (within the meaning of Section 13 or Section 16 of the Exchange Act and the rules and regulations promulgated thereunder) and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Bank and any person whose ownership position would be aggregated with that of Bank (Bank or any such person, a “Bank Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Counterparty that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Bank in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (x) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Bank Person, or could result in an adverse effect on a Bank Person, under any Applicable Restriction, as determined by Bank in its reasonable discretion, minus (y) 1.0% of the number of Shares outstanding. If any delivery owed to Bank hereunder is not made, in whole or in part, as a result of this provision, Counterparty’s obligation to make such delivery shall not be extinguished and Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Clearance System Business

23

Day after, Bank gives notice to Counterparty that such delivery would not result in the Equity Percentage exceeding 4.9% or the Share Amount exceeding the Applicable Limit (if any applies), as the case may be.

(n) Wall Street Transparency and Accountability Act. In connection with Section 739 of the Wall Street Transparency and Accountability Act of 2010 (“WSTAA”), the parties hereby agree that neither the enactment of WSTAA or any regulation under the WSTAA, nor any requirement under WSTAA or an amendment made by WSTAA, shall limit or otherwise impair either party’s otherwise applicable rights to terminate, renegotiate, modify, amend or supplement this Confirmation or the ISDA Agreement, as applicable, arising from a termination event, force majeure, illegality, increased costs, regulatory change or similar event under this Confirmation, the Definitions incorporated herein, or the ISDA Agreement (including, but not limited to, rights arising from Change in Law, Hedging Disruption, Increased Cost of Hedging, Stock Borrow Event, an Excess Ownership Position, or Illegality (as defined in the ISDA Agreement)).

(o) Matters Relating to Agent. Bank has appointed, as its agent, its indirect wholly-owned subsidiary, RBC Capital Markets, LLC (“RBCCM”), for purposes of conducting, on Bank’s behalf, a business in privately negotiated transactions in options and other derivatives. Counterparty hereby is advised that Bank, the principal and stated counterparty in such transactions, duly has authorized RBCCM to market, structure, negotiate, document, price, execute and hedge transactions in over-the-counter derivative products.

13. Addresses for Notice:

If to Bank:	RBC Capital Markets, LLC,
	as agent for Royal Bank of Canada
	Three World Financial Center
	200 Vesey Street
	New York, NY 10281-1021
	Attention: Structured Derivatives Documentation
	Telephone: (212) 858-7000
	Facsimile: (212) 428-3053
	Email: SDD@rbccm.com
If to Counterparty:	DDR Corp.
	3300 Enterprise Parkway
	Beachwood, Ohio 44122
	Attention:	Luke Petherbridge
		Senior Vice President of Capital Markets
	Facsimile:	216-755-1827
14. Accounts for Payment:
To Bank:	Royal Bank of Canada
	JP Morgan Chase NY (CHASUS33)
	ABA # 021-000-021
	Royal Bank of Canada (ROYCUS3X)
	A/C # 920-1-033363
	Ref: US Transit
	A/C 204-1499

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To Counterparty:	BNF: DDR Corp.
	PNC Bank
	ABA #041000124
	DDA: 4255781556

15. Delivery Instructions:

Unless otherwise directed in writing, any Share to be delivered hereunder shall be delivered as follows:

To Bank:	To be advised.
To Counterparty:	To be advised.

25

Yours sincerely,
RBC Capital Markets, LLC, as agent for Royal Bank of Canada
By:	/s/ Dawn T. Laabs
	Name: Dawn T. Laabs Title: Director

[Signature Page to Issuer Forward Sale Transaction]

Confirmed as of the

date first above written:

DDR CORP.

By:	/s/ Luke Petherbridge
	Name: Luke Petherbridge
	Title: Executive Vice President of Capital Markets

[Signature Page to Issuer Forward Sale Transaction]

Annex A

RELEVANT DAYS

1	May 21, 2013
2	May 28, 2013
3	June 3, 2013
4	June 7, 2013
5	June 13, 2013
6	June 19, 2013
7	June 25, 2013
8	July 1, 2013
9	July 9, 2013
10	July 15, 2013
11	July 19, 2013
12	July 25, 2013
13	July 31, 2013
14	August 6, 2013
15	August 12, 2013
16	August 16, 2013
17	August 22, 2013
18	August 28, 2013
19	September 4, 2013
20	September 10, 2013
21	September 16, 2013
22	September 20, 2013
23	September 26, 2013
24	October 2, 2013
25	October 8, 2013
26	October 14, 2013
27	October 18, 2013
28	October 24, 2013
29	October 30, 2013
30	November 5, 2013
31	November 11, 2013
32	November 15, 2013
33	November 21, 2013

EX-1.5

Exhibit 1.5

CONFIRMATION

Date:	May 16, 2013
To:	DDR Corp.
	3300 Enterprise Parkway
	Beachwood, Ohio 44122
Telefax No.:	216-755-1827
Attention:	Luke Petherbridge
	Senior Vice President of Capital Markets
From:	Wells Fargo Bank, National Association
Telefax No.:	(212) 428-3053

Re: Issuer Forward Sale Transaction

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between DDR Corp. (“Counterparty”) and Wells Fargo Bank, National Association (“Bank”) on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the ISDA Agreement specified below.

This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to an agreement in the form of the 1992 ISDA Master Agreement (Multicurrency-Cross Border) (“ISDA Agreement”) as if we had executed an agreement in such form on the Trade Date of the first such Transaction between you and us, and such agreement shall be considered the “Agreement” hereunder. The parties hereby agree that no Transaction other than the Transaction to which this Confirmation relates shall be governed by the ISDA Agreement.

The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Definitions”) as published by ISDA are incorporated into this Confirmation. In addition, the terms Closing Date, Date of Delivery, Initial Underwritten Securities and Option Underwritten Securities have the meanings assigned to such terms in the Underwriting Agreement (as defined below) (in particular, in the case of Initial Underwritten Securities and Option Underwritten Securities, the meanings assigned to such terms with respect to Bank or the affiliate of Bank acting as “Forward Seller” under Section 3(b) of the Underwriting Agreement).

THIS CONFIRMATION WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WITH ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECTION TO THE LAYING OF VENUE IN, AND ANY CLAIM OF INCONVENIENT FORUM WITH RESPECT TO, THESE COURTS.

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1. In the event of any inconsistency between this Confirmation, on the one hand, and the Definitions or the ISDA Agreement, on the other hand, this Confirmation will govern.

2. Each party will make each payment specified in this Confirmation as being payable by such party, not later than the due date for value on that date in the place of the account specified below or otherwise specified in writing, in freely transferable funds and in a manner customary for payments in the required currency.

3. Confirmations:

This Confirmation and the ISDA Agreement shall constitute the written agreement between Counterparty and Bank with respect to the Transaction. The Transaction constitutes a Share Forward Transaction for purposes of the Definitions.

The terms of the particular Transaction to which this Confirmation relates are as follows:

Trade Date:	May 16, 2013
Effective Date:	The Closing Date
Seller:	Counterparty
Buyer:	Bank
Shares:	The common stock, $0.10 par value per share, of Counterparty (Symbol: “DDR”).
Number of Shares:	Initially, 8,500,000 Shares; provided that such number shall be increased on each Date of Delivery by the number of Option Underwritten Securities purchased from Bank (or its agent or affiliate) pursuant to Section 3 of the Underwriting Agreement for such Date of Delivery (which number of Option Underwritten Securities, for the avoidance of doubt but subject to Section 10(a) and Section 3 of the Underwriting Agreement, will be proportional to the aggregate number of “Option Underwritten Securities” as to which the option is exercised pursuant to Section 3(a)(ii) of the Underwriting Agreement), subject to “Accelerated Unwind” below and Section 10(a).
Initial Forward Price:	$18.21582 per Share
Forward Price:	As of any day, the Initial Forward Price, plus the Forward Accrual Amount, minus the Expected Dividend Amount; provided that if the Number of Shares is increased in respect of any Option Underwritten Securities, the Forward Price shall be adjusted by the Calculation Agent on the Date of Delivery for such Option Underwritten Securities to account for the fact that the Forward Accrual Amount shall not apply prior

2

	to such Date of Delivery with respect to the number of Shares by which the Number of Shares has been so increased (and, for the avoidance of doubt, the Forward Accrual Amount prior to such Date of Delivery shall continue to apply with respect to the number of Shares comprising the Number of Shares prior to such increase).
WHERE:
	“Forward Accrual Amount” means an accrual on the Initial Forward Price for the period from and including the Effective Date to but excluding the Settlement Date or Cash Settlement Payment Date, as applicable, at a per annum rate equal to the Federal Funds Open Rate minus the Fixed Charge for each day in that period, compounded on each such day and calculated on an Actual/360 basis.
	“Expected Dividend Amount” means the sum of, for each Expected Dividend with an Expected Dividend Ex-Dividend Date (as defined below) occurring on or before the relevant Settlement Date or Cash Settlement Payment Date, as applicable, such Expected Dividend, plus an accrual thereon for the period, if any, from and including the related Expected Dividend Payment Date (as defined below) to but excluding such Settlement Date or Cash Settlement Payment Date at a per annum rate equal to the Federal Funds Open Rate minus the Fixed Charge for each day in that period, compounded on each such day and calculated on an Actual/360 basis.
	“Expected Dividend” means USD 0.135 per Share per calendar quarter based on a quarterly dividend payment date expected to occur on July 2, 2013, October 8, 2013 and January 7, 2014 (each, an “Expected Dividend Payment Date”) with an expected ex-dividend date of June 11, 2013, September 17, 2013 and December 13, 2013, as applicable (each an “Expected Dividend Ex-Dividend Date”).
	“Federal Funds Open Rate” means with respect to any day, the opening federal funds rate quoted on Bloomberg Page “FedsOpen <Index> GO” (or any successor thereto) as of such day (or, if that day is not a Business Day, the next preceding Business Day); provided that if no such rate appears on such Business Day, the Calculation Agent shall determine the rate in a commercially reasonable manner from any publicly available source (including any Federal Reserve Bank).
	“Fixed Charge” means the Borrow Cost.

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	“Borrow Cost” means 25 basis points per annum.
	“Business Day” means any day on which the commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in New York City.
Prepayment:	Not Applicable
Variable Obligation:	Not Applicable
Exchange:	New York Stock Exchange
Related Exchanges:	All Exchanges
Calculation Agent:	Bank, which shall make all calculations, adjustments and determinations required pursuant to the Transaction, and such calculations, adjustments and determinations shall be binding absent manifest error.
Relevant Day:	Each day listed in Annex A hereto and every fourth Scheduled Trading Day after the last day so listed, as determined by the Calculation Agent. The Definitions are hereby amended by replacing the following instances of the defined term “Scheduled Trading Day” with the defined term “Relevant Day”: (i) in the definition of “Exchange Business Day” and (ii) in Article 6 of the Definitions.
4. Valuation:
Valuation Date:	Any Relevant Day during a Valuation Period, on which Shares are purchased by or on behalf of Bank (or its agent or affiliate) with respect to its hedge of the Transaction.
Initial Valuation Date:	August 7, 2013 (which date is a Relevant Day fifteen (15) Relevant Days prior to the Settlement Date), subject to “Accelerated Unwind” below and Section 12(b).
Valuation Periods:	Each period commencing on the Initial Valuation Date and ending on the Relevant Day on which the aggregate number of Valued Shares for all days in such Valuation Period equals the number of Shares for such Valuation Period.
	For any Valuation Period, “Valued Shares” means (i) where Cash Settlement is applicable to such Valuation Period, a number of Shares purchased by or on behalf of Bank (or its agent or affiliate) with respect to its hedge of the Transaction during such Valuation Period and (ii)

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	where Net Share Settlement is applicable to such Valuation Period, (x) a number of Shares purchased by or on behalf of Bank (or its agent or affiliate) with respect to its hedge of the Transaction during such Valuation Period, multiplied by (y) the Settlement Price for such Valuation Period, divided by (z) the Forward Price for the last Valuation Date of such Valuation Period.
Accelerated Unwind:	Subject to Section 12(b), Counterparty may, by providing Bank at least fifteen (15) calendar days’ notice (a “Settlement Notice”), irrevocably elect to accelerate the Initial Valuation Date or the Settlement Date, as the case may be, for all or a portion of the Number of Shares (such portion of the Number of Shares specified in such Settlement Notice, the “Unwind Shares”) to a Relevant Day specified by Counterparty in such Settlement Notice, which Settlement Notice shall also specify Counterparty’s Settlement Method Election, if any, for all such Unwind Shares (which Settlement Method Election shall, for the avoidance of doubt, meet the requirements therefor set forth opposite the caption “Settlement Method Election” below). Counterparty may not designate an Initial Valuation Date that occurs during (i) a Valuation Period relating to another Initial Valuation Date designated pursuant to this paragraph, or (ii) the Valuation Period with respect to the scheduled Settlement Date under this Confirmation or (iii) a valuation period (however defined) under any agreement similar to the Transaction as described in Section 11(d) (it being understood that the Initial Valuation Date will not occur during such a valuation period (however defined) under the Other Confirmations (as defined below) if no exchange business day (however defined) of such valuation period would occur on a Relevant Day under this Confirmation).
	Upon the acceleration of the Initial Valuation Date or Settlement Date as described above with respect to a portion but not all of the Number of Shares, the Transaction shall be treated as if it were two transactions with terms identical to those of the Transaction, except that (i) the first such transaction shall have a Number of Shares equal to the number of Unwind Shares and an Initial Valuation Date or Settlement Date, as the case may be, as specified in the relevant Settlement Notice and (ii) the second such transaction shall have a Number of Shares equal to the Number of Shares for the Transaction, minus the number of Unwind Shares (including the Unwind Shares for all previously accelerated “transactions”).

5

Unwind Activities:	During each Valuation Period, Bank (or its agent or affiliate) shall purchase Shares with respect to its hedge of the Transaction. The times, prices and quantities at which Bank (or its agent or affiliate) purchases any Shares during any Valuation Period and the manner in which such purchases are effected shall be at Bank’s sole discretion (it being understood that Bank may exercise such discretion after considering whether and in what quantity or manner purchasing Shares would be permitted or appropriate under applicable securities laws). For the avoidance of doubt, the Cash Settlement Payment Date in respect of a Valuation Period may occur prior to, on or later than, as the case may be, the Settlement Date that otherwise would have applied with respect to the Number of Shares for such Valuation Period had Physical Settlement been applicable.
5. Settlement Terms:
Settlement Currency:	USD
Settlement Method Election:	Applicable, subject to the proviso to Section 12(b)(i); provided that (i) for purposes of this Confirmation, Section 7.1 of the Definitions is hereby amended by adding the phrase “, Net Share Settlement” after “Cash Settlement” in the sixth line thereof and (ii) if Counterparty elects Cash Settlement or Net Share Settlement, it shall be deemed to have repeated the representations contained in Section 11(b)(vi), (vii), (ix), (x) and (xvii) on the date of notice of such election.
Electing Party:	Counterparty
Settlement Method Election Date:	The fifth (5th) Relevant Day immediately preceding the Initial Valuation Date; provided that, with respect to any Accelerated Unwind, the Settlement Method Election Date shall be the date of delivery of the Settlement Notice and Counterparty may only elect the Settlement Method pursuant to “Accelerated Unwind” above.
Default Settlement Method:	Physical Settlement
Settlement Date:	Subject to “Accelerated Unwind” above, October 31, 2013.
Cash Settlement Payment Date:	In respect of any Valuation Period, in respect of the last Valuation Date of such Valuation Period, the third (3rd) Scheduled Trading Day following such Valuation Date.
Settlement Price:	In respect of any Valuation Period, the volume-weighted average of the 10b-18 VWAP prices per Share on each

6

	Exchange Business Day that is not a Disrupted Day in full during the period from and including the Initial Valuation Date to and including the last Valuation Date of such Valuation Period.
10b-18 VWAP:	In respect of any Exchange Business Day that is not a Disrupted Day, the volume-weighted average price at which the Shares trade as reported in the composite transactions for the Exchange on such Exchange Business Day, excluding (i) trades that do not settle regular way, (ii) opening (regular way) reported trades on the Exchange on such Exchange Business Day, (iii) trades that occur in the last ten (10) minutes before the scheduled close of trading on the Exchange on such Exchange Business Day and ten (10) minutes before the scheduled close of the primary trading session in the market where the trade is effected, and (iv) trades on such Exchange Business Day that do not satisfy the requirements of Rule 10b-18(b)(3) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as determined in good faith by the Calculation Agent (such trades in the Shares on such Exchange Business Day, excluding any such excluded trades, the “Rule 10b-18 Eligible Transactions” for such Exchange Business Day). Counterparty acknowledges that the Calculation Agent may refer to the Bloomberg Page “DDR.N <Equity> AQR SEC” (or any successor thereto), in its discretion, for such Exchange Business Day to determine the 10b-18 VWAP.
Forward Cash Settlement Amount:	If applicable in respect of any Valuation Period, an amount equal to (i) the Valued Shares for such Valuation Period multiplied by (ii) an amount equal to (A) the Settlement Price for such Valuation Period minus (B) the Forward Price for the last Valuation Date of such Valuation Period.
Net Share Settlement:	If applicable in respect of any Valuation Period, on the Cash Settlement Payment Date, (i) if the Net Share Settlement Amount is positive, then Seller shall deliver to Buyer the Net Share Settlement Amount, and (ii) if the Net Share Settlement Amount is negative, then Buyer shall deliver to Seller the absolute value of the Net Share Settlement Amount. For these purposes, the provisions of Sections 9.8, 9.9, 9.10, 9.11 and 9.12 of the Definitions will be applicable.
Net Share Settlement Amount:	If applicable in respect of any Valuation Period, a number of Shares (rounded down to the nearest whole Share) equal to (i) the number of Valued Shares for such Valuation Period, minus (ii) the number of Shares

7

	purchased by or on behalf of Bank (or its agent or affiliate) with respect to its hedge of the Transaction during such Valuation Period, plus cash (at the Settlement Price) for any fractional Share.
Valuation Disruption:	The definition of “Market Disruption Event” in Section 6.3(a) of the Definitions is hereby amended by deleting the words “at any time during the one-hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may be” and inserting the words “at any time on any Exchange Business Day during the Valuation Period” after the word “material,” in the third line thereof.
	Section 6.3(d) of the Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof.
	If a Disrupted Day is a Disrupted Day because of a Market Disruption Event (or a deemed Market Disruption Event), the Calculation Agent shall determine in its sole discretion whether (i) such Disrupted Day is a Disrupted Day in full, in which case the 10b-18 VWAP for such Disrupted Day shall not be included for purposes of determining the Settlement Price, or (ii) such Disrupted Day is a Disrupted Day only in part, in which case the 10b-18 VWAP for such Disrupted Day shall be determined by the Calculation Agent based on Rule 10b-18 Eligible Transactions in the Shares on such Disrupted Day effected before the relevant Market Disruption Event occurred and/or after the relevant Market Disruption Event ended, and the weighting of the 10b-18 VWAP for the relevant Exchange Business Days during the Valuation Period shall be adjusted in a commercially reasonable manner by the Calculation Agent for purposes of determining the Settlement Price, with such adjustments based on the duration of any Market Disruption Event and the volume, historical trading patterns and price of the Shares. Any Relevant Day on which the Exchange is scheduled to close prior to its normal close of trading shall be deemed to be a Disrupted Day in full. Upon reasonable request by Counterparty, Bank shall promptly provide to Counterparty information relating to its calculation or determination of the 10b-18 VWAP for any Disrupted Day (but without disclosing Bank’s proprietary models or positions and only to the extent not in violation of applicable laws, regulations, policies, or contractual obligations).

8

Regulatory Disruption:	Any event that Bank, in its reasonable discretion based on the advice of counsel, determines makes it appropriate with respect to any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements or related policies and procedures are imposed by law or have been voluntarily adopted by Bank), that apply generally to all transactions of a nature and kind similar to the Transaction, for it to refrain from or decrease any Unwind Activity on any Exchange Business Day, may by written notice to Counterparty be deemed by Bank to be a Market Disruption Event, which has occurred and will be continuing on such Exchange Business Day.
Representation and Agreement:	Notwithstanding Section 9.11 of the Definitions, the parties acknowledge that any Shares delivered to Counterparty will be subject to restrictions and limitations arising from Counterparty or its affiliates or out of Counterparty’s status under applicable securities laws.
6. Adjustments:
Method of Adjustment:	Subject to Section 12(b), Calculation Agent Adjustment.
Early Ordinary Dividend:	If an ex-dividend date for any dividend or distribution on the Shares occurs during any calendar quarter occurring (in whole or in part) during the Relevant Dividend Period and such ex-dividend date occurs prior to the Expected Dividend Ex-Dividend Date for such calendar quarter, the Calculation Agent shall make such adjustments to the Forward Price as the Calculation Agent determines appropriate to account for the economic effect on the Transaction of such event.
Relevant Dividend Period:	The period from and including the Trade Date to but excluding the final Cash Settlement Payment Date or Settlement Date, as the case may be.
7. Extraordinary Events:
New Shares:	In the definition of New Shares in Section 12.1(i) of the Definitions, the text in (i) shall be deleted in its entirety and replaced with “publicly quoted, traded or listed on any of the New York Stock Exchange, The NASDAQ Global Market or the NASDAQ Global Select Market (or their respective successors)”.
Consequences of Merger Events (in each case, subject to Section 12(b)):

9

(a) Share-for-Share:	Alternative Obligation
(b) Share-for Other:	Cancellation and Payment
(c) Share-for-Combined:	Component Adjustment
Tender Offer:	Applicable
Consequences of Tender Offers (in each case, subject to Section 12(b)):
(a) Share-for-Share:	Calculation Agent Adjustment
(b) Share-for-Other:	Calculation Agent Adjustment
(c) Share-for-Combined:	Calculation Agent Adjustment
	provided that for all Consequences of Tender Offers where Calculation Agent Adjustment is specified, Section 12.3(c) of the Definitions is hereby amended by deleting the words “the Issuer and the Shares will not change, but” immediately following the words “Tender Offer Date” in the first line thereof.
Composition of Combined Consideration:	As reasonably determined by the Calculation Agent.
Nationalization, Insolvency or Delisting:	Subject to Section 12(b), Cancellation and Payment
	In addition to the provisions of Section 12.6(a)(iii) of the Definitions, it will also constitute a Delisting if the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Market or the NASDAQ Global Select Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange.
Determining Party:	For all applicable Extraordinary Events, Bank
8. Additional Disruption Events (in each case, subject to Section 12(b)):
Change in Law:	Applicable; provided that Section 12.9(a)(ii) of the Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) by adding the phrase “and/or Hedge Position” after the word “Shares” in

10

	clause (X) thereof, and (iii) by immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”; provided, further that (i) any determination as to whether (A) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute) or (B) the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date, and (ii) Section 12.9(a)(ii) of the Definitions is hereby amended by replacing the parenthetical beginning after the word “regulation” in the second line thereof the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”.
Failure to Deliver:	Applicable
Insolvency Filing:	Notwithstanding anything to the contrary herein, in the ISDA Agreement or in the Definitions, upon any Insolvency Filing or other proceeding under the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”) in respect of the Issuer, the Transaction shall automatically terminate on the date thereof without further liability of either party to this Confirmation to the other party (except for any liability in respect of any breach of representation or covenant by a party under this Confirmation prior to the date of such Insolvency Filing or other proceeding), it being understood that the Transaction is a contract for the issuance of Shares by the Issuer.
Hedging Disruption:	Applicable
Increased Cost of Hedging:	Applicable
Hedging Party:	For all applicable Additional Disruption Events, Bank
Determining Party:	For all applicable Additional Disruption Events, Bank

11

Bank agrees to give advance notice to Counterparty of its hedging strategy with respect to the Transaction and any subsequent material changes to such hedging strategy.

9. Non-Reliance:

Non-Reliance:	Applicable
Agreements and Acknowledgments
Regarding Hedging Activities:	Applicable
Additional Acknowledgments:	Applicable

10. Matters relating to the Purchase of Shares and Related Matters:

(a) Conditions to Effectiveness. The effectiveness of this Confirmation on the Effective Date shall be subject to the following conditions:

(i) the representations and warranties of Counterparty contained in the Underwriting Agreement (the “Underwriting Agreement”) dated the date hereof among Counterparty, Bank and Goldman, Sachs & Co., JPMorgan Chase Bank, National Association and Royal Bank of Canada, as the Forward Counterparties, and Goldman, Sachs & Co., J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., RBC Capital Markets, LLC, and Wells Fargo Securities, LLC as the several Underwriters and any certificate delivered pursuant thereto by Counterparty shall be true and correct on the Effective Date as if made as of the Effective Date;

(ii) Counterparty shall have performed all of the obligations required to be performed by it under the Underwriting Agreement on or prior to the Effective Date;

(iii) all of the conditions set forth in Section 7 of the Underwriting Agreement shall have been satisfied;

(iv) no event that constitutes an Extraordinary Event, a Change in Law, a Hedging Disruption, a Stock Borrow Event (as defined below) or an Increased Cost of Hedging shall have occurred;

(v) all of the representations and warranties of Counterparty hereunder and under the ISDA Agreement shall be true and correct on the Effective Date as if made as of the Effective Date; and

(vi) Counterparty shall have performed all of the obligations required to be performed by it hereunder and under the ISDA Agreement on or prior to the Effective Date.

If delivery and payment for the Initial Underwritten Securities shall not have occurred by the close of business on the Effective Date, the parties shall have no further obligations in connection with the Transaction, other than in respect of Section 10(f) and/or breaches of representations or covenants on or prior to such date. If the number of Initial Underwritten Securities shall be a number less than the initial Number of Shares specified opposite the caption “Number of Shares” above, the Number of Shares hereunder shall be reduced to a number equal to such number of Initial Underwritten Securities. Notwithstanding the definition thereof, the “Number of Shares” shall not be increased in respect of any Option Underwritten Securities to a number of Shares greater than the number equal to the sum of the Initial Underwritten Securities and the Option Underwritten Securities (in the aggregate for all previous Dates of Delivery). In addition, if Bank

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determines, in its sole discretion, that it (or its agent or affiliate) is unable to borrow and deliver for sale a number of Shares equal to the initial Number of Shares specified opposite the caption “Number of Shares” above on the Effective Date pursuant to the Underwriting Agreement (or a number of Shares equal to the number of Option Underwritten Securities on any Date of Delivery) or if, in the sole discretion of Bank (or its agent or affiliate), it would be impracticable to do so or would entail a stock loan cost in excess of a rate equal to the Borrow Cost, then the Number of Shares (or the increase in the Number of Shares in respect of such Option Underwritten Securities) shall be limited to the number of Shares Bank (or its agent or affiliate) may borrow on the Effective Date (or such Date of Delivery) at a cost at or below such rate. Bank agrees to provide commercially reasonable prior notice of any such limitation of the Number of Shares (or an increase in the Number of Shares) (it being understood that such notice shall not be a condition to any such limitation). If, for any reason, the prospectus contemplated by the Underwriting Agreement ceases to be current and available for use prior to the completion by Bank, its affiliates or any other forward counterparty or underwriter of the sale of a number of Shares equal to the Number of Shares (as increased in respect of the Option Underwritten Securities, if any), Bank may reduce the Number of Shares hereunder to the number of Shares sold prior to such time.

(b) Underwriting Agreement Representations, Warranties and Covenants. On the Trade Date, the Effective Date, each Date of Delivery and on each date on which Bank, its affiliates or any other forward counterparty or underwriter delivers a prospectus in connection with a sale to hedge the Transaction, Counterparty hereby makes to Bank as of such date all of the representations and warranties contained in the Underwriting Agreement. Counterparty hereby agrees to comply with its covenants contained in the Underwriting Agreement as if such covenants were made in favor of Bank.

(c) Interpretive Letter. Counterparty agrees and acknowledges that the Transaction is being entered into in accordance with the October 9, 2003 interpretive letter from the staff of the Securities and Exchange Commission to Goldman, Sachs & Co. (the “Interpretive Letter”) and agrees that, with respect to the foregoing, Counterparty has filed a registration statement on Form S-3 with respect to the “maximum number of shares” (as such term is described in the Interpretive Letter) and appropriate undertakings under Rule 415 under the Securities Act, including, but not limited to, Rule 415(a)(4).

(d) Agreements and Acknowledgments of Counterparty Regarding Shares.

(i) Counterparty agrees and acknowledges that, in respect of any Shares delivered to Bank hereunder, such Shares shall be, upon such delivery, duly and validly authorized, issued and outstanding, fully paid and nonassessable, free of any lien, charge, claim, any preemptive or similar rights or other encumbrance and shall, upon such issuance, be accepted for listing or quotation on the Exchange;

(ii) Counterparty agrees and acknowledges that Bank (or its agent or affiliate) will hedge its exposure to the Transaction by selling Shares borrowed from third party securities lenders or other Shares pursuant to a registration statement, and that, pursuant to the terms of the Interpretive Letter, the Shares (up to the Number of Shares) delivered, pledged or loaned by Counterparty to Bank (or its agent or affiliate) in connection with the Transaction may be used by Bank (or its agent or affiliate) to return to securities lenders without further registration under the Securities Act of 1933, as amended (the “Securities Act”). Accordingly, Counterparty agrees that the Shares that it delivers, pledges or loans to Bank (or its agent or affiliate) on or prior to any Settlement Date or Cash Settlement Payment Date, as the case may be, will not bear a restrictive legend and that such Shares will be deposited in, and the delivery thereof shall be effected through the facilities of, the Clearance System; and

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(iii) Counterparty agrees not to take any action to reduce or decrease the number of authorized and unissued Shares below the sum of (x) the maximum number of Shares deliverable pursuant to the Transaction and (y) the total number of Shares issuable upon settlement (whether by net share settlement or otherwise) of any other transaction or agreement to which it is a party.

(e) Private Placement Procedures. If Counterparty is unable to comply with the provisions of sub-paragraph (ii) of “Agreements and Acknowledgments of Counterparty Regarding Shares” above because of a change in law or a change in interpretation or the policy of the Securities and Exchange Commission or its staff, or Bank otherwise determines that in its reasonable opinion any Shares to be delivered to Bank (or its agent or affiliate) by Counterparty may not be freely returned by Bank (or its agent or affiliate) to securities lenders as described under such sub-paragraph (ii), then delivery of any such Shares (the “Restricted Shares”) shall be effected pursuant to clause (i) below.

(i) Delivery of Restricted Shares by Counterparty to Bank (or its agent or affiliate) (a “Private Placement Settlement”) shall be effected in accordance with customary private placement procedures with respect to such Restricted Shares reasonably acceptable to Bank. On the date of such delivery, Counterparty shall not have taken, or caused to be taken, any action that would make unavailable either (x) the exemption pursuant to Section 4(2) of the Securities Act for the sale or deemed sale by Counterparty to Bank (or any agent or affiliate designated by Bank) of the Restricted Shares or (y) the exemption pursuant to Section 4(1) or Section 4(3) of the Securities Act for resales of the Restricted Shares by Bank (or any such agent or affiliate of Bank). The Private Placement Settlement of such Restricted Shares shall include customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Bank (and/or any such agent or affiliate of Bank), due diligence rights (for Bank or any such agent or affiliate of Bank or any buyer of the Restricted Shares designated by Bank or any such agent or affiliate of Bank), opinions and certificates, and such other documentation as is customary for private placement agreements, all reasonably acceptable to Bank (or any such agent or affiliate of Bank). In the case of a Private Placement Settlement, Bank shall, in its good faith discretion, adjust the number of Restricted Shares to be delivered to Bank hereunder in a commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Bank (or its agent or affiliate) and may only be saleable by Bank (or its agent or affiliate) at a discount to reflect the lack of liquidity in Restricted Shares. Notwithstanding the ISDA Agreement or this Confirmation, the date of delivery of such Restricted Shares shall be the Scheduled Trading Day following notice by Bank to Counterparty of the number of Restricted Shares to be delivered pursuant to this clause (i). For the avoidance of doubt, delivery of Restricted Shares shall be due as set forth in the previous sentence and not be due on the date that would otherwise be applicable.

(ii) If Counterparty delivers any Restricted Shares in respect of the Transaction, Counterparty agrees that (A) such Shares may be transferred freely among Bank and its agents and/or affiliates and (B) after the minimum “holding period” within the meaning of Rule 144(d) under the Securities Act has elapsed, Counterparty shall promptly remove, or cause the transfer agent for the Shares to remove, any legends referring to any transfer restrictions from such Shares upon delivery by Bank (or such agent or affiliate of Bank) to Counterparty or such transfer agent of seller’s and broker’s representation letters customarily delivered by Bank or its affiliates in connection with resales of restricted securities pursuant to Rule 144 under the Securities Act, each without any further requirement for the delivery of any certificate, consent, agreement, opinion of counsel, notice or any other document, any transfer tax stamps or payment of any other amount or any other action by Bank (or such agent or affiliate of Bank).

(f) Indemnity. Counterparty agrees to indemnify Bank and its affiliates and their respective directors, officers, employees, agents and controlling persons (Bank and each such affiliate or

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person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint and several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to, the execution or delivery of this Confirmation, the performance by the parties hereto of their respective obligations under the Transaction, any breach of any covenant or representation made by Counterparty in this Confirmation or the ISDA Agreement or the consummation of the transactions contemplated hereby and will reimburse any Indemnified Party for all reasonable expenses (including reasonable legal fees and expenses) as they are incurred in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. Counterparty will not be liable under this Section 10(f) to the extent that any loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court to have resulted from Bank’s gross negligence or willful misconduct.

11. Representations and Covenants:

(a) In connection with this Confirmation and the Transaction and any other documentation relating to the ISDA Agreement, each party to this Confirmation represents and acknowledges to the other party that:

(i) it is an “accredited investor” as defined in Section 2(a)(15)(ii) of the Securities Act; and

(ii) it is an “eligible contract participant” as defined in Section 1a of the Commodity Exchange Act, as amended (the “CEA”), and this Confirmation and the Transaction hereunder are subject to individual negotiation by the parties and have not been executed or traded on a “trading facility” as defined in Section 1a of the CEA.

(b) Counterparty represents to Bank on the Trade Date, the Effective Date and any Date of Delivery (and in addition, in the case of clauses (vi), (vii), (ix), (x) and (xvii) below, on the date, if any, that Counterparty notifies Bank of its election of Cash Settlement or Net Share Settlement with respect to the Transaction or any portion thereof) that:

(i) its financial condition is such that it has no need for liquidity with respect to its investment in the Transaction and no need to dispose of any portion thereof to satisfy any existing or contemplated undertaking or indebtedness;

(ii) its investments in and liabilities in respect of the Transaction, which it understands are not readily marketable, is not disproportionate to its net worth, and it is able to bear any loss in connection with the Transaction, including the loss of its entire investment in the Transaction;

(iii) it understands that Bank has no obligation or intention to register the Transaction under the Securities Act or any state securities law or other applicable federal securities law;

(iv) it understands that no obligations of Bank to it hereunder will be entitled to the benefit of deposit insurance and that such obligations will not be guaranteed by any Affiliate of Bank or any governmental agency;

(v) IT UNDERSTANDS THAT THE TRANSACTION IS SUBJECT TO COMPLEX RISKS WHICH MAY ARISE WITHOUT WARNING AND MAY AT TIMES BE VOLATILE AND THAT LOSSES MAY OCCUR QUICKLY AND IN UNANTICIPATED MAGNITUDE AND IS WILLING TO ACCEPT SUCH TERMS AND CONDITIONS AND ASSUME (FINANCIALLY AND OTHERWISE) SUCH RISKS;

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(vi) each of its filings under the Securities Act, the Exchange Act or other applicable securities laws that are required to be filed have been filed and that, as of the respective dates thereof and as of the date of this representation, there is no misstatement of material fact contained therein or omission of a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading;

(vii) it has not and will not directly or indirectly violate any applicable law (including, without limitation, the Securities Act and the Exchange Act) in connection with the Transaction.

(viii) it has reserved and will keep available, free from preemptive rights, out of its authorized but unissued Shares, solely for the purpose of issuance upon settlement of the Transaction as herein provided, the full number of Shares as shall then be issuable upon settlement of the Transaction;

(ix) it is not entering into this Confirmation (and with respect to any election of Cash Settlement or Net Share Settlement, it is not making such election) to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares);

(x) it is not entering into this Confirmation (and with respect to any election of Cash Settlement or Net Share Settlement, it is not making such election) on the basis of, and it is not aware of, any material non-public information regarding Counterparty or the Shares;

(xi) it is, and shall be as of the date of any payment or delivery by it hereunder, solvent and able to pay its debts as they come due, with assets having a fair value greater than liabilities and with capital sufficient to carry on the businesses in which it engages;

(xii) it is not and, after giving effect to the transactions contemplated hereby, will not be required to be registered as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended;

(xiii) it is eligible to conduct a primary offering of Shares on Form S-3, the offering contemplated by the Underwriting Agreement complies with Rule 415 under the Securities Act, and the Shares are “actively traded” as defined in Rule 101(c)(1) of Regulation M (“Regulation M”) promulgated under the Exchange Act;

(xiv) it (x) has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of entering into the Transaction; (y) has consulted with its own legal, financial, accounting and tax advisors in connection with the Transaction; and (z) has entered into the Transaction for a bona fide business purpose;

(xv) it is not and has not been the subject of any civil proceeding of a judicial or administrative body of competent jurisdiction that could reasonably be expected to impair materially Counterparty’s ability to perform its obligations hereunder;

(xvi) no filing with, or approval, authorization, consent, license registration, qualification, order or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the execution, delivery and performance by Counterparty of this Confirmation and the consummation of the Transaction (including, without limitation, the issuance and delivery of Shares on any Settlement Date or Cash Settlement Payment Date, as the

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case may be) except (x) such as may be required to be obtained under the Securities Act, (y) reporting obligations under the Exchange Act and (z) as may be required to be obtained under state securities laws;

(xvii) it is entering into this Confirmation (and with respect to any election of Cash Settlement or Net Share Settlement, it is making such election) in good faith, not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act, and it has not entered into or altered any hedging transaction relating to the Shares corresponding to or offsetting the Transaction; and

(xviii) it (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing and (C) has total assets of at least $50 million.

(c) In connection with this Confirmation and the Transaction, Counterparty agrees and acknowledges that:

(i) it shall, upon obtaining knowledge of the occurrence of any event that would, with the giving of notice, the passage of time or the satisfaction of any condition, constitute an Event of Default, a Potential Event of Default, a Termination Event in respect of which it is an Affected Party, a Potential Adjustment Event, an Extraordinary Event or an Additional Disruption Event, notify Bank within one Business Day of the occurrence of obtaining such knowledge;

(ii) in addition to any other requirements set forth herein, it shall not have the right to elect Cash Settlement or Net Share Settlement if Bank notifies it that, in the reasonable judgment of Bank, such Cash Settlement or Net Share Settlement or the related purchases of Shares by Bank (or its agent or affiliate) may raise material risks under applicable securities laws, including without limitation because such purchases, if effected by it, would not qualify for applicable safe harbors under applicable securities laws (including, without limitation, the safe harbor provided by Rule 10b-18 under the Exchange Act); and

(iii) it shall not engage in any “distribution” of Shares (as defined in Regulation M) during the period starting on the first day of any Valuation Period and ending on the first Exchange Business Day immediately following the last day of such Valuation Period (such period, the “Regulation M Period”), and, without limiting any of the foregoing, neither it nor any “affiliated purchaser” (as defined in Regulation M) will, directly or indirectly, bid for, purchase or attempt to induce any person to bid for or purchase, the Shares or securities that are convertible into, or exchangeable or exercisable for, Shares during any “restricted period” (as such term is defined in Regulation M) that occurs during the Regulation M Period.

(d) Other than (i) purchases of Shares (or any security convertible into or exchangeable for Shares) by Counterparty from participants in Counterparty’s equity compensation plans that occur or are deemed to occur in connection with the payment of any exercise price or in satisfaction of tax withholding obligations or otherwise in connection with the exercise or vesting of any equity award, (ii) acquisitions of Shares (or any security convertible into or exchangeable for Shares) from Counterparty by participants in Counterparty’s equity compensation plans or (iii) purchases of debt securities convertible into or exchangeable for Shares, Counterparty (or any “affiliated purchaser” as defined in Rule 10b-18 under the Exchange Act) shall not, without the prior written consent of Bank, directly or indirectly purchase any Shares (including by means of a derivative instrument), listed contracts on the

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Shares or securities that are convertible into, or exchangeable or exercisable for Shares (including, without limitation, any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18 under the Exchange Act)) on any Relevant Day during any Valuation Period, except through Bank (or its agent or affiliate). Counterparty agrees that neither it nor any of its affiliates shall take any action that would cause any purchases of Shares by Bank (or its agent or affiliate) in connection with any Cash Settlement or Net Share Settlement of the Transaction not to meet the requirements of the safe harbor provided by Rule 10b-18 under the Exchange Act if such purchases were effected by it. Without limiting the generality of the foregoing, Counterparty represents and warrants to, and agrees with, Bank that Counterparty has not and will not enter into any agreement similar to the Transaction described herein (including, for the avoidance of doubt, the Confirmations of even date herewith entered into between Counterparty and each of Goldman, Sachs & Co., JPMorgan Chase Bank, National Association and Royal Bank of Canada (the “Other Confirmations”) where any valuation period (however defined) in such other transaction will overlap at any time (including as a result of acceleration, postponement or extension in such valuation period as provided in the relevant agreement) with any Valuation Period under this Confirmation (it being understood that such a valuation period under the Other Confirmations will not overlap with a Valuation Period under this Confirmation if no exchange business day (however defined) under the Other Confirmations would occur on a Relevant Day under this Confirmation). In the event that the valuation period in any other similar transaction overlaps with any Valuation Period under this Confirmation as a result of any acceleration, postponement or extension of such Valuation Period, Counterparty shall promptly amend such transaction to avoid any such overlap.

(e) It is the intent of the parties that, as of the Trade Date and as of the date of any election of Cash Settlement or Net Share Settlement by Counterparty, the Transaction comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act, and the parties agree that this Confirmation shall be interpreted in a manner to comply with the requirements of Rule 10b5-1(c) under the Exchange Act, and Counterparty shall take no action that results in the Transaction not so complying with such requirements. Without limiting the generality of the preceding sentence, Counterparty acknowledges and agrees that (A) Counterparty does not have, and shall not attempt to exercise, any influence over how, when or whether Bank (or its agent or affiliate) effects any purchases of Shares or other transactions relating to the Share in connection with the Transaction, (B) during the Valuation Period, neither Counterparty nor its officers or employees shall, directly or indirectly, communicate any information regarding Counterparty or the Shares to any employee of Bank (or its agent or affiliate) responsible for trading Shares in connection with the transactions contemplated hereby, (C) Counterparty will elect Cash Settlement or Net Share Settlement, as the case may be, in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act, and (D) Counterparty will not alter or deviate from this Confirmation or enter into or alter a corresponding hedging transaction with respect to the Shares. Counterparty also acknowledges and agrees that any amendment, modification or waiver of this Confirmation with respect to any Valuation Period must be effected in accordance with the requirements for the amendment of a “plan” as defined in Rule 10b5-1(c) under the Exchange Act. Without limiting the generality of the foregoing, any such amendment, modification or waiver shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act, and no such amendment, modification or waiver shall be made on the basis of, or at any time at which Counterparty is aware of, any material non-public information regarding Counterparty or the Shares.

(f) Counterparty agrees to provide Bank at least 10 Scheduled Trading Days’ written notice (an “Issuer Repurchase Notice”) prior to Counterparty or any of its subsidiaries repurchasing Shares, whether out of profits or capital or whether the consideration for such repurchase is cash, securities or otherwise, that alone or in the aggregate would result in the Notional Percentage (as defined below) being (i) equal to or greater than 3.5% of the outstanding Shares and (ii) greater by 0.25% or more than the Notional Percentage at the time of the immediately preceding Issuer Repurchase Notice (or in the

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case of the first such Issuer Repurchase Notice, greater than the Notional Percentage as of the later of the date hereof or the immediately preceding Settlement Date, if any). The “Notional Percentage” as of any day is the fraction (1) the numerator of which is the Number of Shares and (2) the denominator of which is the number of Shares outstanding on such day. Upon receipt of an Issuer Repurchase Notice, Bank may designate an Additional Termination Event with respect to any portion of the Transaction that Bank (or its affiliate) in its sole discretion determines is necessary to reduce the Charter Percentage to 4.75%. The “Charter Percentage” shall be a fraction, the numerator of which is (i) the Number of Shares plus (ii) any other Shares that Bank, its affiliates and each other person subject to aggregation of Shares with Bank under Counterparty’s Second Amended and Restated Articles of Incorporation (the “Charter”) determines in its sole discretion may “Beneficially Own” under the Charter, and the denominator of which is the number of Shares outstanding after giving effect to the repurchase described in the relevant Issuer Repurchase Notice.

12. Miscellaneous:

(a) Early Termination. The parties agree that, notwithstanding the definition of Settlement Amount in the ISDA Agreement, for purposes of Section 6(e) of the ISDA Agreement, Second Method and Loss will apply to the Transaction.

(b) Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events.

(i) In lieu of (A) designating an Early Termination Date as the result of an Event of Default or Termination Event, (B) terminating the Transaction and determining a Cancellation Amount as the result of an Additional Disruption Event, or (C) terminating the Transaction and determining an amount payable in connection with an Extraordinary Event to which Cancellation and Payment would otherwise be applicable, Bank shall be entitled to designate an early settlement date (the “Bank Early Settlement Date”), in which case the Settlement Date shall be accelerated to the Bank Early Settlement Date and Physical Settlement shall apply; provided that Bank may in its sole discretion elect to permit Counterparty to elect Cash Settlement or Net Share Settlement, in which event the Initial Valuation Date would be accelerated to the Bank Early Settlement Date. In the case of an Additional Termination Event with respect to a portion of the Transaction pursuant to Section 12(g), such acceleration of the Settlement Date or, if so permitted by Bank, the Initial Valuation Date, as the case may be, shall occur only with respect to the portion of the Transaction that Bank (or its affiliate) determines is affected by the occurrence of such event.

For the avoidance of doubt, if the Bank Early Settlement Date occurs during a Valuation Period, then settlement in respect of the Valued Shares for all Valuation Dates in such Valuation Period occurring on or prior to the Bank Early Settlement Date (the aggregate number of such Valued Shares, the “Number of Unwound Shares”) shall occur as provided in Section 5 above, and the acceleration of the Settlement Date or Initial Valuation Date, as the case may be, described in the immediately preceding sentence shall be in respect of a Number of Shares equal to the Number of Shares, minus the Number of Unwound Shares.

(ii) If, subject to Section 12(c) below, the settlement of the Transaction has not been subject to acceleration in accordance with Section 12(b)(i) and one party owes the other party any amount in connection with the Transaction pursuant to Section 12.7 or 12.9 of the Definitions (except in the case of an Extraordinary Event in which the consideration or proceeds to be paid to holders of Shares as a result of such event consists solely of cash) or pursuant to Section 6(d)(ii) of the ISDA Agreement (except in the case of an Event of Default in which Counterparty is the

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Defaulting Party or a Termination Event in which Counterparty is the Affected Party, other than (x) an Event of Default of the type described in Section 5(a)(iii), (v), (vi) or (vii) of the ISDA Agreement or (y) a Termination Event of the type described in Section 5(b)(i), (ii), (iii), (iv), or (v) of the ISDA Agreement that in the case of either (x) or (y) resulted from an event or events outside Counterparty’s control) (a “Payment Obligation”), Counterparty shall have the right, in its sole discretion, to (A) if the amount is owed by Bank, require Bank to satisfy any such Payment Obligation or (B) if the amount is owed by Counterparty to satisfy any such Payment Obligation, in either case by delivery of Termination Delivery Units (as defined below) by giving irrevocable telephonic notice to Bank, confirmed in writing within one Business Day, between the hours of 9:00 a.m. and 4:00 p.m. New York time on the Closing Date or Early Termination Date, as applicable (“Notice of Termination Delivery”). Upon Notice of Termination Delivery, the party with the Payment Obligation shall deliver to the other party a number of Termination Delivery Units having a cash value equal to the amount of such Payment Obligation (such number of Termination Delivery Units to be delivered to be determined by the Calculation Agent acting in a commercially reasonable manner). Settlement relating to any delivery of Termination Delivery Units pursuant to this provision shall occur within three Scheduled Trading Days if Counterparty has the Payment Obligation and within a reasonable period of time if Bank has the Payment Obligation.

“Termination Delivery Unit” means (A) in the case of a Termination Event, an Event of Default or an Extraordinary Event (other than an Insolvency, Nationalization, Merger Event or Tender Offer), one Share or (B) in the case of an Insolvency, Nationalization, Merger Event or Tender Offer, a unit consisting of the number or amount of each type of property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Insolvency, Nationalization, Merger Event or Tender Offer. If a Termination Delivery Unit consists of property other than cash or New Shares and Counterparty provides irrevocable written notice to the Calculation Agent on or prior to the Closing Date that it elects to deliver (or, as applicable, have Bank deliver) cash, New Shares or a combination thereof (in such proportion as Counterparty designates) in lieu of such other property, the Calculation Agent will replace such property with cash, New Shares or a combination thereof as components of a Termination Delivery Unit in such amounts, as determined by the Calculation Agent in its discretion by commercially reasonable means, as shall have a value equal to the value of the property so replaced. If such Insolvency, Nationalization, Merger Event or Tender Offer involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash.

(c) Set-Off and Netting. Bank agrees not to set-off or net amounts due from Counterparty with respect to the Transaction against amounts due from Bank to Counterparty under any other obligations whether by operation of law or otherwise. Section 2(c) of the ISDA Agreement as it applies to payments due with respect to the Transaction shall remain in effect and is not subject to the first sentence of this provision.

(d) Maximum Share Delivery. Notwithstanding any other provision of this Confirmation, in no event will Counterparty be required to deliver hereunder, whether pursuant to Physical Settlement, Net Share Settlement, Private Placement Settlement or otherwise, more than 17,000,000 Shares to Bank in the aggregate, subject to adjustment pursuant to the terms of this Confirmation and the Definitions in connection with a stock split or stock dividend.

(e) Status of Claims in Bankruptcy. Bank acknowledges and agrees that this Confirmation is not intended to convey to Bank rights with respect to the transactions contemplated hereby that are senior to the claims of common stockholders in any U.S. bankruptcy proceedings of

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Counterparty; provided, however, that nothing herein shall limit or shall be deemed to limit Bank’s right to pursue remedies in the event of a breach by Counterparty of its obligations and agreements with respect to this Confirmation and the ISDA Agreement; and, provided, further, that nothing herein shall limit or shall be deemed to limit Bank’s rights in respect of any transaction other than the Transaction.

(f) No Collateral. Notwithstanding any provision of this Confirmation or the ISDA Agreement, or any other agreement between the parties, to the contrary, the obligations of Counterparty under the Transaction is not secured by any collateral. Without limiting the generality of the foregoing, if the ISDA Agreement or any other agreement between the parties includes an ISDA Credit Support Annex or other agreement pursuant to which Counterparty collateralizes obligations to Bank, then the obligations of Counterparty hereunder will not be considered to be obligations under such Credit Support Annex or other agreement pursuant to which Counterparty collateralizes obligations to Bank, and the Transaction shall be disregarded for purposes of calculating any Exposure or similar term thereunder.

(g) Additional Termination Event. Each of the following events shall constitute an Additional Termination Event under Section 5(b)(v) of the ISDA Agreement, with the Transaction as the sole Affected Transaction and Counterparty as the sole Affected Party; provided that, in its sole discretion, Bank may designate an Additional Termination Event with respect to all or any portion of the Transaction that Bank (or its affiliate) determines is affected by the occurrence of such event:

(i) The occurrence of an Increased Dividend Event, Non-Cash Distribution Event or Extraordinary Dividend (each as defined below). An “Increased Dividend Event” shall occur if, for any calendar quarter occurring (in whole or in part) during the Relevant Dividend Period, the aggregate amount or value (as determined by the Calculation Agent) per Share of all dividends or distributions on the Shares with an ex-dividend date occurring or scheduled to occur during such calendar quarter, exceeds USD 0.135 per Share per calendar quarter. A “Non-Cash Distribution Event” shall occur if the Issuer declares a distribution or dividend of the type described in Section 11.2(e)(ii)(B), (C) or (D) of the Definitions, which distribution or dividend has an ex-dividend date occurring or scheduled to occur during the Relevant Dividend Period. “Extraordinary Dividend” means the per Share amount of any cash dividend or distribution declared by the Issuer, which dividend has an ex-dividend date occurring or scheduled to occur at any time during the Relevant Dividend Period, with respect to the Shares that is specified by the board of directors of the Issuer as an “extraordinary” dividend.

(ii) The occurrence of a Stock Borrow Event (as defined below) of which Bank has provided two (2) Scheduled Trading Days’ prior notice to Counterparty; provided that, if in respect of such Stock Borrow Event, Counterparty refers Bank (or its agent or affiliate) to a Lending Party (as defined below) that will lend Bank (or its agent or affiliate) Shares in an amount equal to the Number of Shares at a rate equal to or less than the Borrow Cost and such Lending Party lends Shares in the amount of the Number of Shares at a rate equal to or less than the Borrow Cost and on other terms and conditions satisfactory to Bank (or its agent or affiliate), in each case, within two (2) Scheduled Trading Days of receipt of the notice of Stock Borrow Event, then such Stock Borrow Event shall not constitute an Additional Termination Event. A “Stock Borrow Event” shall occur if, in its sole discretion, Bank (or its agent or affiliate) is unable to, or it is commercially impracticable for Bank (or its agent or affiliate) to, continue to borrow a number of Shares equal to the Number of Shares or that, with respect to borrowing the Number of Shares, Bank (or its agent or affiliate) would incur a rate that is greater than the Borrow Cost. A “Lending Party” means a third party that is not Counterparty that Bank (or its agent or affiliate) considers to be an acceptable counterparty (acting in good faith and in a reasonable manner in light of (x) other transactions that Bank (or its agent or affiliate) may have entered into with such party and (y) any legal, regulatory or self-regulatory requirements or

21

related policies and procedures (whether or not such requirements or related policies and procedures are imposed by law or have been voluntarily adopted by Bank) that apply generally to transactions of a nature and kind similar to the transactions contemplated with such party); provided that, in addition to the foregoing requirements, an affiliate of Counterparty shall not be a Lending Party unless the transactions contemplated with such party would be (I) in compliance with applicable securities laws, including, without limitation, the Securities Act, as determined by Bank (or its agent or affiliate) in its reasonable discretion based on advice of counsel, and (II) on such terms and conditions as are acceptable to Bank (or its agent or affiliate) in its sole discretion.

(iii) If, on any day occurring after the Trade Date, the board of directors of Counterparty votes to approve, or there is a public announcement of, in either case, any action that, if consummated, would constitute an Extraordinary Event. Counterparty shall notify Bank of any such vote or announcement within three Business Days (and, in the case of any such vote, Counterparty shall publicly announce the occurrence of such vote within three Business Days thereof).

(h) Transfer. Bank has the right to assign any or all of its rights and obligations under the Transaction to deliver or accept delivery of Shares to any of its affiliates; provided that such assignment shall only occur in respect of the Transaction when it has become obligatory that the Transaction be settled by the transfer of Shares; and provided, further, that Counterparty shall have recourse to Bank in the event of failure by the assignee to perform any of such obligations hereunder and provided, further, that such assignment does not result in any negative tax or accounting consequences for, or additional payments by, Counterparty. Notwithstanding the foregoing, the recourse to Bank shall be limited to recoupment of Counterparty’s monetary damages and Counterparty hereby waives any right to seek specific performance by Bank of its obligations hereunder. Such failure after any applicable grace period shall be deemed to be an Additional Termination Event, such Transaction shall be the only Affected Transaction and Bank shall be the only Affected Party.

(i) Severability; Illegality. If compliance by either party with any provision of the Transaction would be unenforceable or illegal, (i) the parties shall negotiate in good faith to resolve such unenforceability or illegality in a manner that preserves the economic benefits of the transactions contemplated hereby and (ii) the other provisions of the Transaction shall not be invalidated, but shall remain in full force and effect.

(j) Waiver of Trial by Jury. EACH OF COUNTERPARTY AND BANK HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE TRANSACTION OR THE ACTIONS OF BANK OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.

(k) Confidentiality. Bank and Counterparty agree that (i) Counterparty is not obligated to Bank to keep confidential from any and all persons or otherwise limit the use of any element of Bank’s descriptions relating to tax aspects of the Transaction and any part of the structure necessary to understand those tax aspects, and (ii) Bank does not assert any claim of proprietary ownership in respect of such descriptions contained herein of the use of any entities, plans or arrangements to give rise to significant U.S. federal income tax benefits for Counterparty.

22

(l) Securities Contract. The parties hereto intend for:

(i) each Transaction hereunder to be a “securities contract” and a “swap agreement” as defined in the Bankruptcy Code, and the parties hereto to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6), 555 and 560 of the Bankruptcy Code;

(ii) the rights given to Bank hereunder upon an Event of Default, Termination Event or Early Termination Date to constitute “contractual rights” to cause the liquidation of a “securities contract” or a “swap agreement” and to set off mutual debts and claims in connection with a “securities contract” or a “swap agreement”, as such terms are used in Sections 555 and 362(b)(6) of the Bankruptcy Code;

(iii) any cash, securities or other property provided as performance assurance, credit support or collateral with respect to a Transaction to constitute “margin payments” and “transfers” under a “securities contract” or a “swap agreement” as defined in the Bankruptcy Code;

(iv) all payments for, under or in connection with a Transaction, all payments for the Shares and the transfer of such Shares to constitute “settlement payments” and “transfers” under a “securities contract” or a “swap agreement” as defined in the Bankruptcy Code; and

(v) any or all obligations that either party has with respect to this Confirmation or the ISDA Agreement to constitute property held by or due from such party to margin, guaranty or settle obligations of the other party with respect to the transactions under the ISDA Agreement (including any Transaction) or any other agreement between such parties.

(m) Beneficial Ownership. Notwithstanding anything to the contrary in the ISDA Agreement or this Confirmation, in no event shall Bank be entitled to receive (or be obligated to deliver), or shall be deemed to receive, any Shares if, upon such receipt of such Shares by Bank, (i) the Equity Percentage would be equal to or greater than 4.9% or (ii) the Share Amount would exceed the Applicable Share Limit (if any applies) (any such condition described in clauses (i) or (ii), an “Excess Ownership Position”). The “Equity Percentage” as of any day is the fraction (A) the numerator of which is the number of Shares that Bank, its affiliates and each other person subject to aggregation of Shares with Bank under Section 13 or Section 16 of the Exchange Act and the rules and regulations promulgated thereunder would directly or indirectly “beneficially own” (within the meaning of Section 13 or Section 16 of the Exchange Act and the rules and regulations promulgated thereunder) and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Bank and any person whose ownership position would be aggregated with that of Bank (Bank or any such person, a “Bank Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Counterparty that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Bank in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (x) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Bank Person, or could result in an adverse effect on a Bank Person, under any Applicable Restriction, as determined by Bank in its reasonable discretion, minus (y) 1.0% of the number of Shares outstanding. If any delivery owed to Bank hereunder is not made, in whole or in part, as a result of this provision, Counterparty’s obligation to make such delivery shall not be extinguished and Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Clearance System Business

23

Day after, Bank gives notice to Counterparty that such delivery would not result in the Equity Percentage exceeding 4.9% or the Share Amount exceeding the Applicable Limit (if any applies), as the case may be.

(n) Wall Street Transparency and Accountability Act. In connection with Section 739 of the Wall Street Transparency and Accountability Act of 2010 (“WSTAA”), the parties hereby agree that neither the enactment of WSTAA or any regulation under the WSTAA, nor any requirement under WSTAA or an amendment made by WSTAA, shall limit or otherwise impair either party’s otherwise applicable rights to terminate, renegotiate, modify, amend or supplement this Confirmation or the ISDA Agreement, as applicable, arising from a termination event, force majeure, illegality, increased costs, regulatory change or similar event under this Confirmation, the Definitions incorporated herein, or the ISDA Agreement (including, but not limited to, rights arising from Change in Law, Hedging Disruption, Increased Cost of Hedging, Stock Borrow Event, an Excess Ownership Position, or Illegality (as defined in the ISDA Agreement)).

(o) Matters Relating to Agent.

(i) Wells Fargo Securities, LLC (the “Agent”) is registered as a broker-dealer with the U.S. Securities and Exchange Commission and the Financial Industry Regulatory Authority, is acting hereunder for and on behalf of Bank solely in its capacity as agent for Bank pursuant to instructions from Bank, and is not and will not be acting as the Counterparty’s agent, broker, advisor or fiduciary in any respect under or in connection with the Transaction.

(ii) In addition to acting as Bank’s agent in executing the Transaction, the Agent is authorized from time to time to give written payment and/or delivery instructions to Counterparty directing it to make its payments and/or deliveries under the Transaction to an account of the Agent for remittance to the Bank (or its designee), and for that purpose any such payment or delivery by Counterparty to the Agent shall be treated as a payment or delivery to the Bank.

(iii) Except as otherwise provided herein, any and all notices, demands, or communications of any kind transmitted in writing by either Bank or Counterparty under or in connection with the Transaction will be transmitted exclusively by such party to the other party through the Agent at the following address:

Wells Fargo Securities, LLC

One Wells Fargo Center

301 South College Street, 7th Floor

MAC D1053-070

Charlotte, NC 28202

Attention: Equity Derivatives/Kyle Saunders

DerivativeSupportOperations@WellsFargo.com

(iv) The Agent shall have no responsibility or liability to the Bank or Counterparty for or arising from (i) any failure by either Bank or Counterparty to perform any of their respective obligations under or in connection with the Transaction, (ii) the collection or enforcement of any such obligations, or (iii) the exercise of any of the rights and remedies of either Bank or Counterparty under or in connection with the Transaction. Each of Bank and Counterparty agrees to proceed solely against the other to collect or enforce any such obligations, and the Agent shall have no liability in respect of the Transaction except for its gross negligence or willful misconduct in performing its duties as the agent of Bank.

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(v) Upon written request, the Agent will furnish to Bank and Counterparty the date and time of the execution of the Transaction and a statement as to the source and amount of any remuneration received or to be received by the Agent in connection with the Transaction.

13. Addresses for Notice:

If to Bank:	Wells Fargo Securities, LLC
	375 Park Avenue, 4th Floor
	MAC J0127-041
	New York, NY 10152
	Attention: Derivatives Structuring Group
	Telephone No.: 212-214-6101
	Facsimile No.: 212-214-5913
	With a copy to CorpEqDerivSales@wellsfargo.com
	Trader’s Contact Information:
	Mark Kohn or Head Trader
	Telephone: 212-214-6089
	Facsimile: 212-214-8914
If to Counterparty:	DDR Corp.
	3300 Enterprise Parkway
	Beachwood, Ohio 44122
	Attention:	Luke Petherbridge Senior Vice President of Capital Markets
	Facsimile:	216-755-1827

14. Accounts for Payment:

To Bank:	Wells Fargo Bank, N.A.
	ABA 121-000-248
	Internal Acct No. 01020304464228
	A/C Name: WFB Equity Derivatives
To Counterparty:	BNF: DDR Corp.
	PNC Bank
	ABA #041000124
	DDA: 4255781556

15. Delivery Instructions:

Unless otherwise directed in writing, any Share to be delivered hereunder shall be delivered as follows:

To Bank:	To be advised.
To Counterparty:	To be advised.

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Yours sincerely,
Wells Fargo Bank, National Association By: Wells Fargo Securities, LLC, acting solely in its capacity as its Agent
By:	/s/ Michael Collins
	Name: Michael Collins
	Title: Managing Director

Wells Fargo Securities, LLC, as agent for Wells Fargo Bank, National Association
By:	/s/ Michael Collins
	Name: Michael Collins
	Title: Managing Director

[Signature Page to Issuer Forward Sale Transaction]

Confirmed as of the

date first above written:

DDR CORP.
By:	/s/ Luke Petherbridge
	Name: Luke Petherbridge
	Title: Executive Vice President of Capital Markets

[Signature Page to Issuer Forward Sale Transaction]

Annex A

RELEVANT DAYS

1	May 22, 2013
2	May 29, 2013
3	June 4, 2013
4	June 10, 2013
5	June 14, 2013
6	June 20, 2013
7	June 26, 2013
8	July 2, 2013
9	July 10, 2013
10	July 16, 2013
11	July 22, 2013
12	July 26, 2013
13	August 1, 2013
14	August 7, 2013
15	August 13, 2013
16	August 19, 2013
17	August 23, 2013
18	August 29, 2013
19	September 5, 2013
20	September 11, 2013
21	September 17, 2013
22	September 23, 2013
23	September 27, 2013
24	October 3, 2013
25	October 9, 2013
26	October 15, 2013
27	October 21, 2013
28	October 25, 2013
29	October 31, 2013
30	November 6, 2013
31	November 12, 2013
32	November 18, 2013
33	November 22, 2013

EX-5.1

Exhibit 5.1

JONES DAY

NORTH POINT     —     901 LAKESIDE AVENUE     —     CLEVELAND, OHIO 44114.1190

TELEPHONE: +1.216.586.3939     —     FACSIMILE: +1.216.579.0212

May 21, 2013

DDR Corp.

3300 Enterprise Parkway

Beachwood, Ohio 44122

Re: 39,100,000 Common Shares, $0.10 Par Value Per Share

Ladies and Gentlemen:

We are acting as counsel for DDR Corp., an Ohio corporation (the “Company”), in connection with the issuance of up to 39,100,000 common shares, $0.10 par value per share (the “Common Shares”), of the Company pursuant to (i) the Underwriting Agreement, dated May 16, 2013 (the “Underwriting Agreement”), by and among the Company and Goldman, Sachs & Co. and J.P. Morgan Securities LLC, as Representatives of the Several Underwriters named in Schedule 1-A thereto, (ii) the letter agreement, dated May 16, 2013 (the “Goldman Forward Agreement”), between the Company and Goldman, Sachs & Co., (iii) the letter agreement, dated May 16, 2013 (the “JPMorgan Forward Agreement”), between the Company and JPMorgan Chase Bank, National Association, (iv) the letter agreement, dated May 16, 2013 (the “RBC Forward Agreement”), between the Company and Royal Bank of Canada and (v) the letter agreement, dated May 16, 2013 (together with the Goldman Forward Agreement, the JPMorgan Forward Agreement and the RBC Forward Agreement, the “Forward Agreements”), by and among the Company and Wells Fargo Bank, National Association.

In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of this opinion. Based upon the foregoing and subject to the further assumptions, qualifications and limitations set forth herein, we are of the opinion that the Common Shares, when issued by the Company and delivered pursuant to the terms of the Underwriting Agreement or the Forward Agreements against payment of the consideration therefor as provided therein, as applicable, will be validly issued, fully paid and nonassessable.

In rendering the opinion above, we have assumed that the resolutions authorizing the Company to issue and deliver the Common Shares pursuant to the Underwriting Agreement or the Forward Agreements will be in full force and effect at all times at which the Common Shares are issued and delivered by the Company.

The opinion expressed herein is limited to the laws of the State of Ohio, as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form 8-K, dated the date hereof, filed by the Company and incorporated by reference into the Registration Statement on Form S-3 (No. 333-184221) (the “Registration Statement”) filed by the Company to effect registration of the Common Shares under the Securities Act of 1933 (the “Act”) and to the reference to us under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not hereby admit that we are included in the

ALKHOBAR Ÿ AMSTERDAM Ÿ ATLANTA Ÿ BEIJING Ÿ BOSTON Ÿ BRUSSELS Ÿ CHICAGO Ÿ CLEVELAND Ÿ COLUMBUS Ÿ DALLAS

DUBAI Ÿ DÜSSELDORF Ÿ FRANKFURT Ÿ HONG KONG Ÿ HOUSTON Ÿ IRVINE Ÿ JEDDAH Ÿ LONDON Ÿ LOS ANGELES

MADRID Ÿ MEXICO CITY Ÿ MILAN Ÿ MOSCOW Ÿ MUNICH Ÿ NEW YORK Ÿ PARIS Ÿ PITTSBURGH Ÿ RIYADH Ÿ SAN DIEGO

SAN FRANCISCO Ÿ SÃO PAULO Ÿ SHANGHAI Ÿ SILICON VALLEY Ÿ SINGAPORE Ÿ SYDNEY Ÿ TAIPEI Ÿ TOKYO Ÿ WASHINGTON

  DDR Corp. May 21, 2013 Page 2 JONES DAY

category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Jones Day