DEVELOPERS DIVERSIFIED REALTY CORPORATION 2005 EQUITY DEFERRED COMPENSATION PLAN (January 1, 2009 Restatement)

Exhibit 10.5

DEVELOPERS DIVERSIFIED REALTY CORPORATION
2005 EQUITY DEFERRED COMPENSATION PLAN

(January 1, 2009 Restatement)

ARTICLE I
PURPOSE; PARTICIPATION

      1.1 Purpose . Developers Diversified Realty Corporation (the “Company”) previously established effective January 1, 2003, the Developers Diversified Realty Corporation Equity Deferred Compensation Plan (the “Original Plan”) to provide a select group of key management employees of the Company, as well as members of the Company’s Board, with an opportunity to defer the receipt of Common Shares with respect to Eligible Equity Awards. As a result of the new rules provided under the American Jobs Creation Act of 2004 (the “Act”) and Section 409A of the Internal Revenue Code (the “Code”), the Company froze deferrals under the Original Plan effective December 31, 2004, and established a new plan to reflect deferrals of equity compensation on or after January 1, 2005 (the “Plan”). Final Treasury Regulations have been published under Section 409A of the Code, and the Company desires to set forth the terms of the Plan for the purpose of reflecting those Treasury Regulations and for other purposes.

     The Plan, which is intended to be a “nonqualified deferred compensation plan” that satisfies the requirements of the Act and Section 409A of the Code, shall be interpreted and administered by the Committee to the extent possible in a manner consistent with that intent. The provisions of the Developers Diversified Realty Corporation 2005 Equity Deferred Compensation Plan (January 1, 2009 Restatement) set forth herein are effective as of January 1, 2009, except as otherwise provided herein. For the period prior to January 1, 2009, the Plan

shall operate based upon IRS Notice 2005-1, additional notices published by the Treasury Department and the Internal Revenue Service providing transition guidance, and a good faith, reasonable interpretation of Section 409A of the Code.

      1.2 Participation . Participation in the Plan will be limited to those key management employees of the Company, as well as members of the Company’s Board, as the Committee in its sole discretion shall designate from time to time to be eligible to make Deferral Elections hereunder.

ARTICLE II
DEFINITIONS

For purposes of this Plan, the following terms shall have the following meanings:

“ Board ” means the Board of Directors of the Company.

     “ Change in Control ” means the occurrence, at any time during the term of this Plan, of any of the following events:

     (a) the Board or shareholders of the Company approve a consolidation or merger in which the Company is not the surviving corporation, the sale of substantially all of the assets of the Company, or the liquidation or dissolution of the Company;

     (b) any person or other entity (other than the Company or a Subsidiary or any Company employee benefit plan (including any trustee of any such plan acting in its capacity as trustee)) purchases any Shares (or securities convertible into Shares) pursuant to a tender or exchange offer without the prior consent of the Board, or becomes the beneficial owner of securities of the Company representing 20% or more of the voting power of the Company’s outstanding securities;

     (c) during any two-year period, individuals who at the beginning of such period constitute the entire Board cease to constitute a majority of the Board, unless the election or the nomination for election of each new director is approved by at least two-thirds of the directors then still in office who were directors at the beginning of that period; or

     (d) a record date is established for determining shareholders of the Company entitled to vote upon (i) a merger or consolidation of the Company with another real estate investment trust, partnership, corporation, or other entity in which the Company is not the surviving or continuing entity or in which all or a substantial part of the outstanding shares are to be converted into or exchanged for cash, securities or other

property, (ii) a sale or other disposition of all or substantially all of the assets of the Company or (iii) the dissolution of the Company.

For purposes of the foregoing definition, “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations (other than the last corporation in the unbroken chain) owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in that chain.

     Notwithstanding the above, a “ 409A Change in Control ” means a change in control with respect to the applicable corporation as defined in Treasury Regulation Section 1.409A-3(i)(5). For purposes of this definition, “applicable corporation” means:

     (a) the corporation for which the Participant is performing services at the time of the change in control event;

     (b) the corporation(s) liable for payment hereunder (but only if either the accrued benefit hereunder is attributable to the performance of service by the Participant for such corporation(s) or there is a bona fide business purposes for such corporation(s) to be liable for such payment and, in either case, no significant purpose of making such corporation(s) liable for such benefit is the avoidance of Federal income tax); or

     (c) a corporation that is a majority shareholder of one of the corporations described in (a) or (b) above or any corporation in a chain of corporations in which each corporation is a majority shareholder of another corporation in the chain, ending in a corporation identified in (a) or (b) above.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Committee ” means the Executive Compensation Committee of the Board.

“ Company ” means Developers Diversified Realty Corporation, an Ohio corporation.

     “ Company Equity Plan ” means any equity compensation plan maintained by the Company providing for the award of Deferred Shares and/or Restricted Stock, including but not limited to the Amended and Restated Developers Diversified Realty Corporation 1992

Employees’ Share Option Plan, the Amended and Restated Developers Diversified Realty Corporation Equity-Based Award Plan of 1996, the Amended and Restated 1998 Developers Diversified Realty Corporation Equity-Based Award Plan, the 2002 Developers Diversified Realty Corporation Equity-Based Award Plan, the 2004 Developers Diversified Realty Corporation Equity-Based Award Plan, and the 2008 Developers Diversified Realty Corporation Equity-Based Award Plan.

     “ Deferral Election ” means an election, filed with the Committee pursuant to the terms and conditions of this Plan at the time, and in the manner, specified by the Committee, pursuant to which a Participant elects to have all or part of an Eligible Equity Award cancelled and converted into Stock Units under this Plan, and to have such Stock Units credited to his or her Stock Account under this Plan pursuant to Section 4.2 hereof.

     “ Deferred Share Subaccount ” means the bookkeeping subaccount maintained by the Company for a Participant under Section 4.3 with respect to the Participant’s Deferred Shares that are subject to a Deferral Election (or a Subsequent Deferral Election) hereunder.

     “ Deferred Shares ” means a contractual right to receive Shares from the Company at a specified future date or dates in the form of deferred shares awarded, or to be awarded, to a Participant under and pursuant to the terms of a Company Equity Plan.

     “ Designated Deferral Period ” shall mean the deferral period selected by the Participant with respect to an Eligible Equity Award, which deferral period shall specify the date or dates on which the delivery of Shares or the payment of Dividend Equivalent Payments with respect to such Eligible Equity Award shall begin; provided however that the Designated Deferral Period specified by a Participant with respect to an Eligible Equity Award shall not end prior to the date on which the shares of Restricted Stock or Deferred Shares related to such Eligible Equity

Award would otherwise vest and become nonforfeitable in accordance with their terms. For purposes of this Plan, a Participant’s Designated Deferral Period with respect to an Eligible Equity Award shall end, in accordance with the Participant’s Deferral Election for such Eligible Equity Award, either (i) on the first day of the seventh month following the Participant’s Separation from Service or (ii) on the first day of the month following the month in which the Participant attains the age specified on the applicable Deferral Election. Notwithstanding the foregoing, in the case of a Participant who has elected a Designated Deferral Period ending on the attainment of a particular age after age 65, (i) if he has a Separation from Service prior to the date that precedes his attainment of age 65 by seven months or more, delivery or payment to such Participant shall commence with respect to the Deferral Election on the January 1st next following the Participant’s 65th birthday, and (ii) if he has a Separation from Service after the date that precedes his attainment of age 65 by seven months or more, delivery or payment to such Participant shall commence with respect to the Deferral Election on the first day of the seventh month following his Separation from Service.

     “ Dividend Equivalent Account ” means an individual bookkeeping account established for a Participant pursuant to Section 4.4 hereof, with respect to Dividend Equivalent Payments credited to the Participant under Section 4.4.

     “ Dividend Equivalent Payments ” means the amount of dividends or other distributions to shareholders of the Company that a Participant would have received had the Participant’s Stock Units been actual Shares as of the date of a dividend or other distribution by the Company.

     “ Eligible Equity Award ” means an award of Deferred Shares or Restricted Stock made, or to be made, under a Company Equity Plan, and such other awards as may be designated as Eligible Equity Awards by the Committee in its sole discretion.

     “ Participant ” means any eligible management employee or member of the Board who is designated as a Participant in this Plan by the Committee with respect to a Plan Year and who participates in this Plan by timely completing a Deferral Election.

     “ Plan Year ” means each calendar year.

     “ Related Employer ” means any employer other then the Company that is a member with the Company of a controlled group of corporations (as defined in Section 414(b) of the Code) or trades or business (whether or not incorporated) under common control (as defined in Section 414(c) of the Code).

     “ Restricted Stock ” means Shares awarded, or to be awarded, to a Participant in the form of restricted stock under and pursuant to the terms of a Company Equity Plan.

     “ Restricted Stock Subaccount ” means the bookkeeping subaccount maintained by the Company for a Participant under Section 4.3 with respect to the Participant’s Restricted Stock that is subject to a Deferral Election (or a Subsequent Deferral Election) hereunder.

      “Separation from Service” means the date the Participant retires or otherwise has a termination of employment (or a termination of the contract pursuant to which the Participant has provided services as a member of the Board) with the Company and all Related Employers, as further defined in Treasury Regulation Section 1.409A-1(h); provided, however, that

     (a) For purposes of this definition, the term “Related Employer” shall be modified as follows:

(i) In applying Section 1563(a)(1), (2) and (3) of the Code for purposes of determining a controlled group of corporations under Section 414(b) of the Code, the phrase “at least 50%” shall be used instead of “at least 80 percent” each place “at lest 80 percent” appears in Section 1563(a)(1), (2) and (3) of the Code; and

(ii) In applying Treasury Regulation Section 1.414(c)-2 for purposes of determining trades or business (whether or not incorporated) under common control for purposes of Section 414(c) of the Code, the phrase “at least 50%” shall

be used instead of “at least 80 percent” each place “at least 80 percent” appears in Treasury Regulation Section 1.414(c)(2).

     (b) In the event a Participant provides services to the Company or a Related Employer as an employee and as a member of the Board,

(i) The employee Participant’s services as a director are not taken into account in determining whether the Participant has a Separation from Service as an employee; and

(ii) The director Participant’s services as an employee are not taken into account in determining whether the Participant has a Separation from Service as a director;

provided that this Plan is not aggregated with a plan subject to Section 409A of the Code in which the director Participant participates as an employee of the Company or a Related Employer or in which the employee Participant participates as a director of the Company or a Related Employer, as applicable, pursuant to Treasury Regulation Section 1.409A-1(c)(2)(ii).

“ Shares ” means the Common Shares, without par value, of the Company.

     “ Stock Account ” means an individual bookkeeping account established for a Participant pursuant to Section 4.3 hereof, with respect to Stock Units credited to the Participant, which consists of the Participant’s Deferred Share Subaccount and Restricted Stock Subaccount.

     “ Stock Units ” means the units credited to a Participant’s Stock Account, as described in Section 4.2 hereof. Each Stock Unit credited to a Participant’s Stock Account shall represent the right, subject to the terms and conditions of this Plan, to receive one (1) Share at the end of the Participant’s Designated Deferral Period.

     “ Subsequent Deferral Election ” means an election, filed with the Committee on or before the date prescribed by the Committee, pursuant to which a Participant elects to (i) have the delivery of Shares attributable to Stock Units previously credited to his or her Stock Account under the Plan deferred past the then current Designated Deferral Period and/or (ii) have the payment of any Dividend Equivalent Payments previously credited to his or her Dividend Equivalent Account deferred past the then current Designated Deferral Period; provided

however , that no Subsequent Deferral Election shall be valid unless (i) such Subsequent Deferral Election is made at least twelve (12) months before the scheduled expiration of the then current Designated Deferral Period, (ii) any such extension is for a period of not less than five (5) years after the end of the then current Designated Deferral Period for such Stock Units or Dividend Equivalent Payments, and (iii) such Subsequent Deferral Election has been made at least twelve (12) months prior to the date payment of his or her Stock Account would otherwise have been made.

ARTICLE III
PARTICIPATION

      3.1 Eligibility and Participation . Employees who shall be eligible to participate in this Plan shall be those employees who are or who become executive officers or members of the key management team of the Company. The Committee shall have the sole and exclusive right to determine which employees and members of the Board will be selected to participate in the Plan in any given Plan Year. The Committee may terminate the participation of any Participant in the Plan at any time, provided that such termination of participation shall not affect amounts previously credited to his or her Stock Account or Dividend Equivalent Account, which shall continue to be subject to all of the terms and conditions of this Plan, nor affect the terms of any Deferral Election except as permitted pursuant to Section 4.6.

ARTICLE IV
DEFERRAL ELECTIONS

      4.1 Deferral Elections .

      (a)  The Committee will designate the Participants who are eligible to participate in this Plan for any Plan Year. Each eligible employee or member of the Board who has been designated by the Committee as a Participant in this Plan for any Plan Year may file a Deferral Election with the Committee at the time and in the form prescribed by the Committee, and in

accordance with such rules and procedures as may be established by the Committee in its sole discretion; provided however that a Deferral Election with respect to a Plan Year, in order to be valid, must be delivered to the Committee not later than the close of the calendar year immediately preceding the Plan Year in which the Eligible Equity Award is awarded. Notwithstanding the foregoing, an election satisfying the requirements of a Subsequent Deferral Election may be made 12 months prior to the date Restricted Shares awarded pursuant to an Eligible Equity Award are scheduled to vest. Once made, a Participant’s Deferral Election shall be irrevocable (except as may be permitted by the IRS in connection with the promulgation of regulations or other guidance that may be issued under Section 409A of the Code, or any successor provision of the Code). Notwithstanding the foregoing, in accordance with Q&A-20 of IRS Notice 2005-1, during calendar year 2005, a Participant may elect to reduce his or her Deferral Election for 2005 without causing the Plan to fail to conform to the requirements of Section 409A of the Code. In addition, in accordance with Q&A-20 of IRS Notice 2005-1, during 2005, a Participant may elect to terminate participation in the Plan or revoke a Deferral Election for calendar year 2005 without causing the Plan to fail to conform to the requirements of Section 409A of the Code. Moreover, after January