On November 9, 2009, Developers Diversified Realty Corporation (the "Company") entered into a Sales Agency Financing Agreement (the "Agreement") with BNY Mellon Capital Markets, LLC ("BNYMCM"). Under the terms of the Agreement, the Company may issue and sell, from time to time, up to $200,000,000 of its common shares, $0.10 par value per share (the "Shares"). The term of the Agreement will be for a period of up to three years. BNYMCM will act as the Company's agent in connection with any offerings of the Shares under the Agreement.
The Shares may be offered in one or more selling periods, none of which will exceed 20 consecutive trading days. The sales, if any, of the Shares under the Agreement will be made in "at the market" offerings as defined in Rule 415 of the Securities Act of 1933, including sales made directly on the New York Stock Exchange, to or through a market maker or through an electronic communications network, or if the Company and BNYMCM agree in writing, sales may be made in privately negotiated transactions. The Company shall specify to BNYMCM (i) the aggregate selling price of the Shares to be sold during each selling period, which may not exceed $100,000,000 without BNYMCM's prior written consent and
(ii) the minimum price below which sales may not be made, which may not be less than $1.00 per share without BNYMCM's prior written consent. The Company will pay BNYMCM a commission equal to 1% of the sales price of all Shares sold through it as agent under the Agreement plus its reasonable documented out-of-pocket expenses including fees and expenses of counsel (up to $30,000 in the aggregate) as well as legal fees in connection with continuing due diligence (up to $15,000 for any fiscal quarter) in connection with its services under the Agreement. The Shares will be issued pursuant to the Company's automatic shelf registration statement (the "Registration Statement") on Form S-3 (File No. 333-162451) filed on October 13, 2009 with the Securities and Exchange Commission. The Company filed a prospectus supplement, dated November 9, 2009, to the prospectus, dated October 13, 2009, with the SEC in connection with the offer and sale of the Shares. The Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference; the description of the material terms of the Agreement is qualified in its entirety by reference to that exhibit. The $200,000,000 of Shares that the Company may issue and sell from time to time pursuant to the Agreement is in addition to the $200,000,000 of Shares that the Company sold pursuant to the Sales Agency Financing Agreement, dated December 3, 2008, between the Company and BNYMCM. In the ordinary course of business, BNYMCM and/or its affiliates have provided, and may in the future provide, investment banking, commercial banking, corporate trust services and other services for the Company from time to time for which they have received, and will in the future receive, customary fees and reimbursement of expenses.

The following exhibits are filed herewith and are exhibits to the Registration Statement:

   (d) Exhibits

Exhibit Number    Description
1.1               Sales Agency Financing Agreement, dated November 9, 2009, between
                  Developers Diversified Realty Corporation and BNY Mellon Capital Markets,
                  LLC

5.1               Opinion of Jones Day regarding the Shares

8.1               Opinion of Jones Day regarding certain tax matters

23.1              Consent of Jones Day (included in Exhibit 5.1)

23.2              Consent of Jones Day (included in Exhibit 8.1)