The following discussion and analysis of the financial condition and results of operations should be read in conjunction with the consolidated financial statements, including the respective notes thereto, which are included in this Form 10-Q.

Overview

We are a fully integrated, self-administered, publicly-traded REIT which owns, develops, acquires, manages and leases community shopping centers (including power centers and single-tenant retail properties) and one enclosed regional mall in the Midwestern, Southeastern and Mid-Atlantic regions of the United States. At March 31, 2009, we owned interests in 89 shopping centers, comprised of 88 community centers and one enclosed regional mall, totaling approximately 19.8 million square feet of GLA. We and our joint venture partners own approximately 15.7 million square feet of such GLA, with the remaining portion owned by various anchor stores.

Our corporate strategy is to maximize total return for our shareholders by improving operating income and enhancing asset value. We pursue our goal through:

• Aggressively leasing vacant spaces and entering into new leases for occupied spaces when leases are about to expire;

• A proactive approach to redeveloping, renovating and expanding our shopping centers; and

• The development of new shopping centers in metropolitan markets where we believe demand for a center exists.

We have followed a disciplined approach to managing our operations by focusing primarily on enhancing the value of our existing portfolio through strategic sales and successful leasing efforts. We continue to selectively pursue new development, redevelopment and acquisition opportunities.

Leasing

During the first quarter 2009, we opened 19 new stores, at an average base rent of $14.53 per square foot, an increase of 34.3% over the portfolio average rents. The Company signed 26 new leases during the first quarter 2009, at an increase of 49.2% above portfolio average rents, compared to 24 new leases signed in the first quarter 2008. Additionally, we renewed 67 non-anchor leases, at an average base rent of $15.98 per square foot, achieving an increase of 7.3% over prior rental rates. The Company also renewed 12 anchor leases, at an average base rent of $8.10 per square foot, an increase of 5.6% over prior rental rates. Overall portfolio average base rents for non-anchor tenants increased to $16.54 per square foot in the first quarter of 2009 from $16.43 for the same period in 2008.

The Company's operating portfolio was 93.9% occupied at March 31, 2009, compared to 94.2% for the same period in the prior year. Overall portfolio occupancy was 90.9% at March 31, 2009, compared to 91.5% at March 31, 2008.

Redevelopment

We and our joint ventures have eight redevelopments currently in process. We estimate the total project costs of the eight redevelopment projects in process to be $47.3 million. Four of the redevelopments involve core operating properties included in our balance sheet and are expected to cost approximately $18.7 million of which $6.1 million has been spent as of March 31, 2009. For the four redevelopment projects at properties held by joint ventures, we estimate off-balance sheet project costs of approximately $28.6 million (our share is estimated to be $8.1 million) of which $10.5 million has been spent as of March 31, 2009 (our share is $3.1 million).

In 2009, the Company plans to focus on completing those redevelopment projects presently in process that have commitments for the expansion or addition of an anchor tenant. While we anticipate redevelopments will be accretive upon completion, a majority of the projects has required taking some retail space off-line to accommodate the new/expanded tenancies. These measures have resulted in the loss of minimum rents and recoveries from

tenants for those spaces removed from our pool of leasable space. Based on the sheer number of value-added redevelopments that are in process in 2009, the revenue loss has created a short-term negative impact on net operating income and FFO. The majority of the projects are expected to stabilize by the first half of 2010.

Development

As previously announced, the Company is taking a conservative approach to the development of new shopping centers. At March 31, 2009, the Company had two projects under construction and three projects in the pre-development phase with an estimated total project cost of $311.2 million. As of March 31, 2009, we and one of our joint ventures have spent $109.6 million on such developments. We intend to wholly own the Northpointe Town Center and therefore anticipate that $34.7 million of the total project costs will be on our balance sheet upon completion of such projects. We own 20% of the joint venture that is developing Hartland Towne Square, and our share of the estimated $22.9 million of project costs is $4.6 million. We anticipate spending an additional $164.5 million for developing The Town Center at Aquia, Gateway Commons, and Parkway Shops which we expect to be developed through joint ventures, and therefore be accounted as off-balance sheet assets, although we do not have joint venture partners to date and no assurance can be given that we will have joint venture partners on such projects.

Acquisitions/Dispositions

As a result of the challenging acquisition market and the global liquidity crisis, the Company chose to de-emphasize its acquisition program as a significant driver of growth. As such, there was no significant acquisition activity in the first quarter of 2009. Future acquisitions are planned to be opportunistic in nature and more selective as market conditions allow. Additionally, there was no significant disposition activity in the first quarter of 2009.

Critical Accounting Policies and Estimates

Management's Discussion and Analysis of Financial Condition and Results of Operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which forms the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Senior management has discussed the development, selection and disclosure of these estimates with the audit committee of our board of trustees. Actual results could differ from these estimates under different assumptions or conditions.

Critical accounting policies are those that are both significant to the overall presentation of our financial condition and results of operations and require management to make difficult, complex or subjective judgments. For example, significant estimates and assumptions have been made with respect to useful lives of assets, capitalization of development and leasing costs, recoverable amounts of receivables and initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to property acquisitions. Our critical accounting policies as discussed in our Annual Report on Form 10-K for the year ended December 31, 2008 have not materially changed during the first three months of 2009.

Comparison of Three Months Ended March 31, 2009 to Three Months Ended March 31, 2008

For purposes of comparison between the three months ended March 31, 2009 and 2008, "Same Center" refers to the shopping center properties owned by consolidated entities as of January 1, 2008 and March 31, 2009.

In August 2008, we sold the Plaza at Delray shopping center to a joint venture with an investor advised by Heitman LLC. This sale to our joint venture in which we have an ownership interest is referred to as the "Disposition" in the following discussion.

Revenues

Total revenues decreased $2.6 million, or 7.2%, to $33.8 million for the three months ended March 31, 2009, as compared to $36.4 million in 2008. The decrease in total revenues was primarily the result of a $1.6 million decrease in minimum rents and a $0.4 million decrease in recoveries from tenants.

Minimum rents decreased $1.6 million, or 7.1%, to $21.4 million for the three months ended March 31, 2009 as follows:

                                       Increase (Decrease)
                                    Amount             Percentage
                                 (In millions)

                  Same Center   $          (0.4 )             (1.7 )%
                  Disposition              (1.2 )             (5.4 )%

                                $          (1.6 )             (7.1 )%

The decrease in Same Center minimum rents was primarily attributable to the impact of the bankruptcy of two national retailers in the second half of 2008, and the effect of redevelopment activity at certain of our shopping centers in 2008.

Recoveries from tenants decreased $0.4 million, or 3.9%, to $10.6 million for the three months ended March 31, 2009. Substantially all of the decrease was due to the Disposition.

The overall property operating expense recovery ratio was 99.0% for the three months ended March 31, 2009, as compared to 97.0% for the same period in the prior year. The increase was primarily due to recoverable billing adjustments in the first quarter of 2009 related to accruals made in 2008. We expect our recovery ratio to be between 97% and 98% for the full year of 2009.

Recoverable operating expenses, which includes real estate tax expense, are a component of our recovery ratio. These expenses decreased $0.7 million, or 5.9%, to $10.8 million for the first three months ended March 31, 2009 as follows:

                                       Increase (Decrease)
                                    Amount             Percentage
                                 (In millions)

                  Same Center   $          (0.1 )             (1.2 )%
                  Disposition              (0.6 )             (4.7 )%

                                $          (0.7 )             (5.9 )%

The decrease in Same Center recoverable operating expenses is mainly attributable to lower contracted operating services at certain of our shopping centers in the first quarter of 2009, as compared to the same period in the prior year.

Fees and management income decreased approximately $293,000 to $1.1 million for the three months ended March 31, 2009 as compared to $1.4 million for the three months ended March 31, 2008. The decrease was mainly attributable to net decreases in development related fees of approximately $321,000, partially offset by an increase in management fees of approximately $39,000. The decrease in development fees was mainly due to fees earned in the first quarter of 2008 relating to the development of the Hartland Towne Square center by our Ramco RM Hartland SC LLC joint venture, with no similar income earned in 2009. The increase in management fees is primarily attributable to an increase in the portfolio of our joint venture partners.

Other income decreased approximately $132,000 to $353,000 for the three months ended March 31, 2009, compared to $485,000 for the same period in the prior year. The decrease was primarily due to a $101,000 decrease in lease termination fees and a $59,000 decrease in temporary income, partially offset by a $30,000 increase in interest income for the three months ended March 31, 2009. The decrease in lease termination income was mostly attributable to income earned in the first three months of 2008 on a higher volume of lease terminations. The

decrease in temporary income was primarily due to licensing fee income earned in the first quarter of 2008 with no similar income earned in 2009.

Expenses

Total expenses decreased $2.0 million, or 5.9%, to $32.0 million for the three months ended March 31, 2009 as compared to $34.0 million for the three months ended March 31, 2008. The decrease was primarily due to decreases in interest expense of $1.7 million, depreciation and amortization of $0.2 million, and recoverable operating expenses of $0.7 million, partially offset by a $0.3 million increase in general and administrative expenses.

Depreciation and amortization expense decreased $0.2 million, or 2.0%, for the three months ended March 31, 2009 as follows:

                                       Increase (Decrease)
                                    Amount             Percentage
                                 (In millions)

                  Same Center   $           0.2                3.0 %
                  Disposition              (0.4 )             (5.0 )%

                                $          (0.2 )             (2.0 )%

Same Centers contributed $0.2 million to the increase in depreciation and amortization expense. The increase was mostly attributable to the completed construction of a building at one of the Company's shopping centers in the first quarter of 2009.

General and administrative expenses was $4.1 million for the three months ended March 31, 2009, as compared to $3.8 million for the same period in 2008, an increase of $0.3 million, or 7.4%. The increase in general and administrative expenses was primarily due to employee-related restructuring charges, including severance and employee benefits, incurred in the first quarter of 2009.

Interest expense decreased $1.7 million, or 17.1%, to $8.1 million for the three months ended March 31, 2009 as compared to $9.8 million in 2008. The summary below identifies the components of the net decrease:

                                                     Three Months Ended
                                                          March 31,
                                                     2009          2008

            Average total loan balance             $ 665,305     $ 690,234
            Average rate                                 5.0 %         5.8 %
            Total interest on debt                 $   8,236     $  10,055
            Amortization of loan fees                    168           224
            Interest on capital lease obligation         104           108
            Capitalized interest and other              (404 )        (608 )

                                                   $   8,104     $   9,779

Other

Gain on sale of real estate assets decreased $9.8 million during the first quarter of 2009 to $0.4 million as compared to $10.2 million in the first quarter of 2008. The decrease is due primarily to the recognition of the gain on the sale of the Mission Bay Plaza shopping center to our Ramco/Lion Venture LP joint venture in the first quarter of 2008.

Earnings from unconsolidated entities represents our proportionate share of the earnings of various joint ventures in which we have an ownership interest. Earnings from unconsolidated entities decreased approximately $377,000 from approximately $897,000 for the three months ended March 31, 2008 to approximately $520,000 for the three months ended March 31, 2009. During the three months ended March 31, 2009, earnings from unconsolidated entities decreased approximately $225,000 from the Ramco/Lion Venture LP joint venture and

$167,000 from the Ramco 450 Venture LLC joint venture primarily the result of the bankruptcy of two national retailers that closed stores in the second half of 2008 at five of the joint venture properties in which the Company holds an ownership interest.

Noncontrolling interest in subsidiaries represents the equity in income attributable to the portion of the Operating Partnership not owned by us. Noncontrolling interest for the first quarter of 2009 decreased $1.7 million to $0.4 million, as compared to $2.1 million for the first quarter of 2008. The decrease is primarily attributable to the noncontrolling interest's proportionate share of the lower gain on the sale of real estate assets in 2009 when compared to the same period in 2008.

Liquidity and Capital Resources

The principal uses of our liquidity and capital resources are for operations, development, redevelopment, including expansion and renovation programs, acquisitions, and debt repayment, as well as dividend payments in accordance with REIT requirements and repurchases of our common shares. We anticipate that the combination of cash on hand, the availability under our Credit Facility, additional financings, and the sale of existing properties will satisfy our expected working capital requirements though at least the next 12 months and allow us to achieve continued growth. Although we believe that the combination of factors discussed above will provide sufficient liquidity, no such assurance can be given.

As part of our business plan to improve our capital structure and reduce debt, we will continue to pursue the strategy of selling fully-valued properties and to dispose of shopping centers that no longer meet the criteria established for our portfolio. Our ability to obtain acceptable selling prices and satisfactory terms will impact the timing of future sales. Net proceeds from the sale of properties are expected to reduce outstanding debt and to fund any future cash requirements.

The following is a summary of our cash flow activities (dollars in thousands):

                                                          Three Months Ended
                                                               March 31,
                                                          2009          2008
                                                              (Unaudited)

      Cash provided from operations                     $  11,200     $   2,443
      Cash (used in) provided by investing activities      (6,542 )       7,834
      Cash used in financing activities                    (2,007 )     (10,211 )

For the three months ended March 31, 2009, we generated $11.2 million in cash flows from operating activities, as compared to $2.4 million for the same period in 2008. Cash flows from operating activities were higher during the three months ended 2009 mainly due to lower gains on sale of real estate assets during the period, as well as higher net cash inflows related to accounts receivable and lower cash outflows for accounts payable and accrued expenses. For the three months ended March 31, 2009, investing activities used $6.5 million of cash flows, as compared to $7.8 million provided by investing activities for the three months ended 2008. Cash flows from investing activities were lower in the first quarter 2009, due to lower investments in real estate and lower cash received from sales of shopping centers to our joint ventures, offset by slightly higher investments in and advances to our joint ventures. Additionally, no cash was received in the first quarter 2009 from the repayment of a note receivable from a joint venture, as occurred in first quarter 2008. During the three months ended March 31, 2009, cash flows used in financing activities were $2.0 million, as compared to $10.2 million during the three months ended March 31, 2008. In the first three months of 2009, the Company had significantly lower borrowings and paydowns on mortgages and notes payable, and lower distributions to shareholders and operating partnership unit holders, as compared to the three months ended March 31, 2008.

The Company has a $250,000 unsecured credit facility (the "Credit Facility") consisting of a $100,000 unsecured term loan credit facility and a $150,000 unsecured revolving credit facility. The Credit Facility provides that the unsecured revolving credit facility may be increased by up to $100,000 at the Company's request, for a total unsecured revolving credit facility commitment of $250,000. The unsecured term loan credit facility matures in December 2010 and bears interest at a rate equal to LIBOR plus 130 to 165 basis points, depending on certain debt ratios. The unsecured revolving credit facility matures in December 2009 and bears interest at a rate equal to LIBOR

plus 115 to 150 basis points, depending on certain debt ratios. The Company retains the option to extend the maturity date of the unsecured revolving credit facility to December 2010. It is anticipated that funds borrowed under the Credit Facility will be used for general corporate purposes, including working capital, capital expenditures, the repayment of indebtedness or other corporate activities.

Under terms of various debt agreements, we may be required to maintain interest rate swap agreements to reduce the impact of changes in interest rates on our floating rate debt. We have interest rate swap agreements with an aggregate notional amount of $100.0 million at March 31, 2009. Based on rates in effect at March 31, 2009, the agreements provide for fixed rates ranging from 4.4% to 4.7% and expire December 2010.

After taking into account the impact of converting our variable rate debt into fixed rate debt by use of the interest rate swap agreements, at March 31, 2009 our variable rate debt accounted for approximately $184.3 million of outstanding debt with a weighted average interest rate of 2.4%. Variable rate debt accounted for approximately 27.7% of our total debt and 22.9% of our total capitalization.

We have $408.1 million of mortgage loans encumbering our consolidated properties, and $539.0 million of mortgage loans on properties held by our unconsolidated joint ventures (of which our pro rata share is $139.3 million). Such mortgage loans are generally non-recourse, subject to certain exceptions for which we would be liable for any resulting losses incurred by the lender. These exceptions vary from loan to loan but generally include fraud or a material misrepresentation, misstatement or omission by the borrower, intentional or grossly negligent conduct by the borrower that harms the property or results in a loss to the lender, filing of a bankruptcy petition by the borrower, either directly or indirectly, and certain environmental liabilities. In addition, upon the occurrence of certain of such events, such as fraud or filing of a bankruptcy petition by the borrower, we would be liable for the entire outstanding balance of the loan, all interest accrued thereon and certain other costs, penalties and expenses.

The unconsolidated joint ventures in which our Operating Partnership owns an interest and which are accounted for by the equity method of accounting are subject to mortgage indebtedness, which in most instances is non-recourse. At March 31, 2009, mortgage debt for the unconsolidated joint ventures was $539.0 million, of which our pro rata share was $139.3 million, with a weighted average interest rate of 6.4%. Fixed rate debt for the unconsolidated joint ventures was $506.0 million at March 31, 2009. Our pro rata share of fixed rate debt for the unconsolidated joint ventures amounted to $132.8 million, or 95.3% of our total pro rata share of such debt. The mortgage debt of $15.0 million at Peachtree Hill, a shopping center owned by our Ramco 450 Venture LLC, is recourse debt. The loan is secured by unconditional guarantees of payment and performance by Ramco 450 Venture LLC, the Company, and its majority owned subsidiary, Ramco-Gershenson Properties, L.P, the Operating Partnership.

Planned Capital Spending

During the three months ended March 31, 2009, we spent approximately $1.8 million on revenue-generating capital expenditures including tenant allowances, leasing commissions paid to third-party brokers, legal costs related to lease documents, and capitalized leasing and construction costs. These types of costs generate a return through rents from tenants over the term of their leases. Revenue-enhancing capital expenditures, including expansions, renovations or repositionings, were approximately $4.6 million. Revenue neutral capital expenditures, such as roof and parking lot repairs which are anticipated to be recovered from tenants, amounted to approximately $0.2 million.

For the remainder of 2009, we anticipate spending approximately $27.6 million for revenue-generating, revenue-enhancing and revenue neutral capital expenditures, including approximately $12.7 million for approved redevelopment projects.

We are also working on four additional redevelopments that are in the final planning stages that are not included in such amounts. Further, we anticipate spending approximately $1.1 million in the remainder of 2009 for ongoing development projects.

In addition, as a result of the challenging acquisition market and the global liquidity crisis, the Company chose to de-emphasize its acquisition program as a significant driver of growth. As such, there was no significant acquisition activity in the first quarter of 2009. Future acquisitions are planned to be opportunistic in nature and more selective as market conditions allow.

Capitalization

At March 31, 2009, our market capitalization amounted to $805.2 million. Market capitalization consisted of $665.7 million of debt (including property-specific mortgages, an Unsecured Credit Facility consisting of a Term Loan Credit Facility and a Revolving Credit Facility, a Secured Term Loan, and a Junior Subordinated Note), and $139.4 million of common shares (based on the closing price of $6.45 per share at March 31, 2009) and Operating Partnership Units at market value. Our debt to total market capitalization was 82.7% at March 31, 2009, as compared to 83.3% at December 31, 2008. After taking into account the impact of converting our variable rate debt into fixed rate debt by use of interest rate swap agreements, our outstanding debt at March 31, 2009 had a weighted average interest rate of 4.8%, and consisted of $481.4 million of fixed rate debt and $184.3 million of variable rate debt. Outstanding letters of credit issued under the Credit Facility totaled approximately $1.8 million at March 31, 2009.

At March 31, 2009, the noncontrolling interest in the Operating Partnership represented a 13.5% ownership in the Operating Partnership. The OP Units may, under certain circumstances, be exchanged for our common shares of beneficial interest on a one-for-one basis. We, as sole general partner of the Operating Partnership, have the option, but not the obligation, to settle exchanged OP Units held by others in cash based on the current trading price of our common shares of beneficial interest. Assuming the exchange of all OP Units, there would have been 21,617,050 of our common shares of beneficial interest outstanding at March 31, 2009, with a market value of approximately $139.4 million.

Inflation

Inflation has been relatively low in recent years and has not had a significant detrimental impact on the results of our operations. Should inflation rates increase in the future, substantially all of our tenant leases contain . . .