Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In a Current Report on Form 8-K filed with the Securities and Exchange Commission on December 6, 2007, Developers Diversified Realty Corporation, an Ohio corporation (the "Company"), reported that it had adopted and implemented the 2007 Supplemental Equity Program (the "2007 Supplemental Equity Program"). The 2007 Supplemental Equity Program provided for the grant of awards to participants designated by the Executive Compensation Committee (the "Committee") of the Company's Board of Directors, which awards were to be earned based on the satisfaction of certain performance goals over a specified period of time. The Company designed the 2007 Supplemental Equity Program to incentivize certain executives to assist in causing the Company to achieve superior financial and share-price performance. Certain of the Company's executives, including the Company's named executive officers, were chosen to participate in the 2007 Supplemental Equity Program.
As part of the Committee's ongoing review of the Company's executive compensation program, and based on the recommendation of its compensation consultant, on December 31, 2008, the Committee authorized and approved the termination of the 2007 Supplemental Equity Program, as it no longer provides any motivational or retention value. No awards have been or will be granted under the 2007 Supplemental Equity Program. The Company estimates that it will record a non-cash charge of approximately $15.8 million of previously unrecognized compensation cost associated with the 2007 Supplemental Equity Program as of the termination date of December 31, 2008.

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