DDR Ddr Corp.

Item 5.02(e). Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

          Developers Diversified Realty Corporation (the “Company”) maintains or will maintain a number of equity-based award plans (the “Plans”) that provide for the grant of common shares, without par value (the “Common Shares”), of the Company and performance awards, and effective December 1, 2007, the Company implemented the 2007 Supplemental Equity Program (the “Program”) in furtherance of the authority to make such grants. The Executive Compensation Committee (the “Committee”) of the Board of Directors of the Company will administer the Program in accordance with the Plans. The Program provides for the grant of awards to participants in the Program designated by the Committee (the “Grantees”) that will be earned based on the achievement of certain performance goals over a specified period of time.

          The Program creates an award pool that will be earned only if the actual total return on the Common Shares during the relevant measurement period exceeds the Minimum Return. The Minimum Return is the greater of (a) a deemed return on the Common Shares, including the sum of all cash dividends paid with each such dividend deemed to be reinvested as of the ex-dividend date, equal to a 9% annual rate compounded as of the last day of each November during the measurement period, and (b) a deemed return on the Common Shares, including the sum of all cash dividends paid with each such dividend deemed to be reinvested as of the ex-dividend date, equal to the total return of the FTSE NAREIT Equity Index (Total index that includes reinvested dividends) during the measurement period. The actual total return on the Common Shares during the measurement period will be based on (a) the price of a Common Share as of the last day of a measurement period plus the sum of all cash dividends on a Common Share during the measurement period with each such dividend being deemed reinvested in Common Shares as of the ex-dividend date minus (b) the closing price of a Common Share on November 30, 2007 (the “Company Total Return”). The price of a common share as of the last day of a measurement period (the “Share Price”) will be the greater of (i) the average closing price of a Common Share as reported on the New York Stock Exchange over the 20 trading days ending on the relevant valuation date and (ii) the closing price of a Common Share as reported on the New York Stock Exchange on the trading day immediately preceding the relevant valuation date; provided, however, that for purposes of a valuation date that is the date of a Change in Control (as defined in the Program), the Share Price will mean the final price per Common Share agreed upon by the parties to the Change in Control. If the Company issues additional Common Shares other than pursuant to employee compensation arrangements, including any equity-based award plan, the Minimum Return and the Company Total Return on those Common Shares and the amount of any award pool payable with respect to those shares will be calculated from the date of issuance of those shares.

          Subject to adjustment if the Company issues additional Common Shares other than pursuant to employee compensation arrangements, the award pool will be an amount not to exceed the product of (a) 7.5% multiplied by (b) the product of (i) the amount by which the Company Total Return exceeds the Minimum Return times (ii) the number of weighted average outstanding shares during the relevant measurement period calculated on a fully diluted basis on a Funds from Operations basis. On each valuation date occurring on and after November 30, 2010, the award pool will be reduced by the total value of all shares (or cash) previously awarded pursuant to the Program. The maximum award pool on any valuation date equals (a) the product of (i) 1.5% times (ii) the Share Price on such valuation date times (iii) the number of outstanding Common Shares on such valuation date determined on a fully diluted basis on a Funds from Operations basis minus (b) the total value of all shares (or cash), if any, previously awarded pursuant to the Program.

          A measurement period means each period commencing on December 1, 2007 and ending on a valuation date, with a valuation date meaning each of (i) prior to November 30, 2010, the earlier of (A) the last day of any thirty consecutive calendar day period during which, on each day in that period, the award pool would have equaled the maximum award pool; provided, however, that there shall be no more than one valuation date determined pursuant to clause (A) in any plan year, and (B) the date on which a Change in Control occurs, (ii) November 30, 2010, (iii) after November 30, 2010 to and including November 30, 2011, the earlier of (Y) November 30, 2011 and (Z) the date on which a Change in Control occurs, and (iv) after November 30, 2011, the earlier of (A) November 30, 2012 (the “final valuation date”) and (B) the date on which a Change in Control occurs. A “plan year” means each period of twelve consecutive months during the measurement period starting on December 1 ^st and ending on November 30 ^th .