EXHIBIT 99.2
Indemnification
Agreement
INDEMNIFICATION AGREEMENT, dated as
of September 19, 2005 between Inland Retail Real Estate
Trust, Inc., a Maryland corporation (the
“Company”), and the undersigned officer of the Company
(the “Indemnitee”).
WHEREAS, the Amended and Restated
Articles of Charter of the Company provide for certain rights of
indemnification of, and advancement of expenses to, the officers,
directors and employees of the Company (the “Articles
Indemnification”);
WHEREAS, the By-Laws of the Company
provide for certain rights of indemnification of, and advancement
of expenses to, the officers, directors and employees of the
Company (and together with the Articles Indemnification, the
“Indemnification and Advancement Rights”);
WHEREAS, the attached
Exhibit 1 provides certain rights of indemnification of
and advances of expenses to persons, officers and directors
(“ Exhibit 1 ”);
WHEREAS, the Indemnification and
Advancement Rights and Exhibit 1 further provide that
they shall be contract rights and such rights shall continue as to
an indemnitee who has ceased to be a director, officer or employee
and shall inure to the benefit of the indemnitee’s heirs,
executors and administrators;
WHEREAS, the Company and the
Indemnitee wish to enter into this Indemnification Agreement to
evidence such contract rights;
NOW, THEREFORE, in consideration of
the Indemnitee’s agreement to serve as an officer and
employee of the Company, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
Company agrees to provide the Indemnitee with the Indemnification
and Advancement Rights and Exhibit 1 , and agrees that
such rights and privileges shall continue as to the Indemnitee
after the Indemnitee has ceased to be an officer and employee of
the Company and shall inure to the benefit of the
Indemnitee’s heirs, executors and administrators.
IN WITNESS WHEREOF, the Company and
the Indemnitee have executed this Indemnification Agreement as of
the day and year first above written.
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INLAND RETAIL REAL ESTATE TRUST, INC.
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By
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/s/ Barry L. Lazarus
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Its President
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/s/ Robert J. Walner
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ROBERT J. WALNER
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