EIGHTH SUPPLEMENTAL INDENTURE

Exhibit 4.1

DEVELOPERS DIVERSIFIED REALTY CORPORATION,

and

U.S. BANK TRUST NATIONAL ASSOCIATION

Trustee

EIGHTH SUPPLEMENTAL INDENTURE

Dated as of March 13, 2007

3.00% Convertible Senior Notes due 2012

EIGHTH SUPPLEMENTAL INDENTURE

     THIS EIGHTH SUPPLEMENTAL INDENTURE (this “ Eighth Supplemental Indenture ”) is entered into as of March 13, 2007 between DEVELOPERS DIVERSIFIED REALTY CORPORATION, an Ohio corporation (the “ Company ”), having its principal place of business at 3300 Enterprise Parkway, Beachwood, Ohio 44122, and U.S. Bank Trust National Association, a national banking association duly organized and existing under the laws of the United States, as Trustee hereunder (the “ Trustee ”), having its Corporate Trust Office at 175 South Street, Columbus, Ohio 43215.

     WHEREAS, the Company and the Trustee entered into that certain Indenture, dated as of May 1, 1994 (as supplemented by a First Supplemental Indenture, dated as of May 10, 1995, by a Second Supplemental Indenture, dated as of July 18, 2003, by a Third Supplemental Indenture, dated as of January 23, 2004, by a Fourth Supplemental Indenture, dated as of April 22, 2004, by a Fifth Supplemental Indenture, dated as of April 28, 2005, by a Sixth Supplemental Indenture, dated as of October 7, 2005, and by a Seventh Supplemental Indenture, dated as of August 28, 2006, the “ Original Indenture ”), relating to the Company’s senior debt securities;

     WHEREAS, pursuant to Section 901 of the Indenture, the Company and the Trustee may enter into supplemental indentures to establish the terms and provisions of a series of Securities issued pursuant to the Indenture;

     WHEREAS, pursuant to Section 301 of the Indenture, the Company and the Trustee desire to establish the terms of a series of Securities entitled the “3.00% Convertible Senior Notes due 2012” (the “ Notes ”); and

     WHEREAS, the Company and the Trustee have duly authorized the execution and delivery of this instrument to establish the terms of the Notes set forth herein and have done all things necessary to make this instrument (together with the Original Indenture, the “ Indenture ”) a valid agreement of the parties hereto, in accordance with its terms;

     NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, and for the equal and proportionate benefit of the Holders of the Securities, the Company and the Trustee agree as follows:

ARTICLE ONE

     Section 1.01. Definitions . Capitalized terms used in this instrument and not otherwise defined herein shall have the meanings assigned to such terms in the Original Indenture, as supplemented by the Eighth Supplemental Indenture, or in the form of Note attached as Exhibit A hereto.

     “ Additional Notes ” has the meaning provided in Section 2.02 hereof.

     “ Additional Interest ” has the meaning specified for Liquidated Damages in the Registration Rights Agreement.

     “ Additional or Special Interest Notice ” has the meaning specified in Section 2.26.

     “ Additional Shares ” has the meaning specified in Section 2.09.

     “ Business Day ” means, with respect to any Note, any day, other than a Saturday, Sunday or any other day on which banking institutions in The City of New York are authorized or obligated by law or executive order to close.

     “ Change in Control ” means the occurrence at any time any of the following events: (1) consummation of any transaction or event (whether by means of a share exchange or tender offer applicable to Common Shares, a liquidation, consolidation, recapitalization, reclassification, combination or merger of the Company or a sale, lease or other transfer of all or substantially all of the consolidated assets of the Company) or a series of related transactions or events pursuant to which all of the outstanding Common Shares are exchanged for, converted into or constitute solely the right to receive, cash, securities or other property; (2) any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable), other than the Company or any majority-owned subsidiary of the Company or any employee benefit plan of the Company or such subsidiary, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power in the aggregate of all classes of capital shares of the Company then outstanding entitled to vote generally in elections of the Company’s directors; or (3) during any period of 12 consecutive months after the date of original issuance of the Notes, persons who at the beginning of such 12-month period constituted the Board of Directors of the Company, together with any new persons whose election was approved by a vote of a majority of the persons then still comprising the Board of Directors of the Company who were either members of the Board of Directors of the Company at the beginning of such period or whose election, designation or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directors of the Company. Notwithstanding the foregoing, even if any of the events specified in the preceding clauses (1) through (3) have occurred, except as specified in clause (x), a Change in Control will not be deemed to have occurred if either: (x) the Closing Sale Price per Common Share for any five Trading Days within (i) the period of 10 consecutive Trading Days ending immediately after the later of the Change in Control or the public announcement of the Change in Control, in the case of a Change in Control relating to an acquisition of capital shares, or (ii) the period of 10 consecutive Trading Days ending immediately after the Change in Control, in the case of a Change in Control relating to a merger, consolidation or asset sale, equals or exceeds 105% of the Conversion Price applicable to the Notes in effect on each of those Trading Days; provided, however , that the exception to the definition of “Change in Control” specified in this clause (x) shall not apply in the context of a Change in Control for purposes of Section 2.09 or Section 2.10(d); or (y) at least 90% of the consideration (excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights) in a merger, consolidation or other transaction otherwise constituting a Change in Control consists of shares of common stock (or depositary receipts or other certificates representing common equity interests) traded on a U.S. national securities exchange or quoted on an established automated over-the-counter trading market in the United States (or will be so traded or quoted immediately following such merger, consolidation or other transaction) and as a result of the merger, consolidation or other transaction the Notes become exchangeable into such shares of common stock (or depositary receipts or other

certificates representing common equity interests). For the purposes of this definition, “person” includes any syndicate or group that would be deemed to be a “person” under Section 13(d)(3) of the Exchange Act.

     “ Change in Control Purchase Date ” has the meaning provided in Section 2.08 hereof.

     “ Change in Control Purchase Notice ” has the meaning provided in Section 2.08 hereof.

     “ Change in Control Purchase Price ” has the meaning provided in Section 2.08 hereof.

     “ Closing Sale Price ” of the Common Shares or other capital shares or similar equity interests or other publicly traded securities on any date means the closing sale price per share (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) on such date as reported on the principal U.S. securities exchange on which the Common Shares or such other capital shares or similar equity interests or other securities are traded or, if the Common Shares or such other capital shares or similar equity interests or other securities are not listed on a U.S. national or regional securities exchange, as reported by the National Quotation Bureau Incorporated or another established over-the-counter trading market in the United States. The Closing Sale Price shall be determined without regard to after-hours trading or extended market making. In the absence of the foregoing, the Company shall determine the Closing Sale Price on such basis as it considers appropriate.

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

     “ Company ” has the meaning provided in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of the Indenture, and thereafter “Company” shall mean such successor Person.

     “ Company Notice ” has the meaning provided in Section 2.08 hereof.

     “ Conversion Agent ” means the office or agency designated by the Company where the Notes may be presented for conversion.

     “ Conversion Price ” means, as of any date of determination, for $1,000 principal amount of Notes, the quotient of $1,000 divided by the Conversion Rate in effect as of such date, rounded to the nearest $0.01, with $0.005 rounded upward.

     “ Conversion Rate ” means initially 13.3783 Common Shares for each $1,000 principal amount of Notes, as the same shall be adjusted from time to time in accordance with the provisions hereof and of the Notes.

     “ Daily Conversion Value ” has the meaning provided in Section 2.11 hereof.

     “ Daily Settlement Amount ” has the meaning provided in Section 2.11 hereof.

     “ Daily VWAP ” has the meaning provided in Section 2.11 hereof.

     “ Depositary ” has the meaning provided in Section 2.03 hereof.

     “ Effective Date ” has the meaning specified in Section 2.09.

     “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

     “ Expiration Time ” has the meaning specified in Section 2.13.

     “ Initial Purchasers ” means Banc of America Securities LLC, J.P. Morgan Securities Inc. and Wachovia Capital Markets, LLC.

     “ interest ” means, when used with reference to the Notes, any interest payable under the terms of the Notes, including Additional Interest, if any, payable under the terms of the Registration Rights Agreement and Special Interest, if any, payable pursuant to Section 2.17(c) hereof.

     “ Indenture ” has the meaning provided in the preamble of this instrument.

     “ Interest Payment Date ” has the meaning provided in Section 2.05 hereof.

     “ Market Disruption Event ” has the meaning provided in Section 2.11 hereof.

     “ Notes ” has the meaning provided in Section 2.01 hereof which shall be substantially in the form attached as Exhibit A hereto.

     “ Observation Period ” has the meaning provided in Section 2.11 hereof.

     “ PORTAL ^SM Market ” means The PORTAL Market operated by the Nasdaq Stock Market or any successor thereto.

     “ Purchase Agreement ” means the Purchase Agreement, dated March 7, 2007, between the Company and the Initial Purchasers.

     “ Redemption Date ” means, with respect to any Note or portion thereof to be redeemed in accordance with the provisions of Section 2.07 hereof, the date fixed for such redemption in accordance with the provisions of Section 2.07 hereof.

     “ Redemption Price ” has the meaning provided in Section 2.07 hereof.

     “ Reference Dividend ” has the meaning specified in Section 2.13.

     “ Registration Rights Agreement ” means the Registration Rights Agreement, dated as of March 13, 2007, between the Company and the Initial Purchasers, as amended from time to time in accordance with its terms.

     “ Regular Record Date ” has the meaning provided in Section 2.05 hereof.

     “ Restricted Securities ” has the meaning specified in Section 2.23.

     “ Rule 144A ” means Rule 144A as promulgated under the Securities Act as it may be amended from time to time hereafter.

     “ Scheduled Trading Day ” has the meaning provided in Section 2.11 hereof.

     “ Securities Act ” means the Securities Act of 1933, as amended.

     “ Share Price ” has the meaning specified in Section 2.09.

     “ Special Interest ” has the meaning specified in Section 2.17(c).

     “ Spin-Off ” has the meaning specified in Section 2.13.

     “ Stated Maturity ” has the meaning specified in Section 2.04.

     “ Trading Day ” means a day during which trading in securities generally occurs on the New York Stock Exchange or, if the Common Shares are not then listed on the New York Stock Exchange, on the principal other U.S. national or regional securities exchange on which Common Shares are then listed or, if the Common Shares are not then listed on a U.S. national or regional securities exchange, on the principal other market on which Common Shares are then traded; provided that, for purposes of Section 2.11, the term Trading Day shall have the meaning set forth in Section 2.11.

     “ Trading Price ” means, with respect to the Notes on any date of determination, the average of the secondary market bid quotations per $1,000 principal amount of Notes obtained by the Trustee for a $5,000,000 principal amount of Notes at approximately 3:30 p.m., New York City time, on such determination date from two independent nationally recognized securities dealers selected by the Company, which may include one or more of the Initial Purchasers or any successor to such entities. If at least two such bids cannot reasonably be obtained by the Trustee, but one such bid can reasonably be obtained by the Trustee, then one bid shall be used. If the Trustee cannot reasonably obtain at least one bid for a $5,000,000 principal amount of Notes from a nationally recognized securities dealer or, in the reasonable judgment of the Company, the bid quotations are not indicative of the secondary market value of the Notes, then the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Closing Sale Price of the Common Shares and the Conversion Rate on such determination date.

     “ Trust Indenture Act ” means the Trust Indenture Act of 1939, as amended.

ARTICLE TWO

     Section 2.01. Title . The Notes shall constitute a series of Securities designated as the “3.00% Convertible Senior Notes due 2012” of the Company.

     Section 2.02. Aggregate Principal Amount . The aggregate principal amount of Notes which may be authenticated and delivered under the Indenture is initially limited in aggregate principal amount to $600,000,000, except for Notes authenticated and delivered upon registration

of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 304, 305, 306, 906, 1107 or 1203 of the Indenture and except for any Notes which, pursuant to Section 303 of the Indenture, are deemed never to have been authenticated and delivered thereunder; provided that the Company may from time to time, without the consent of the Holders of the Notes, increase the principal amount of the Notes by issuing additional Securities in the future (the “ Additional Notes ”) having the same terms and ranking equally and ratably with the Notes in all respects and with the same CUSIP number as the Notes, except for the difference in the issue price and interest accrued prior to the issue date of such Additional Notes, provided that such Additional Notes constitute part of the same issue as the Notes for U.S. federal income tax purposes. Any Additional Notes will be treated as a single series with the Notes under the Indenture and shall have the same terms as to status, redemption, repurchase, conversion and otherwise as the Notes.

     Section 2.03. Registered Securities in Book-Entry Form . The Notes shall be issuable in the form of one or more global Securities registered in the name of The Depository Trust Company’s nominee, and shall be deposited with, or on behalf of, The Depository Trust Company, New York, New York (the “ Depositary ”). The Notes may be surrendered for registration of transfer and for conversion at the office or agency of the Company (including the Trustee) maintained for such purpose in the Borough of Manhattan, The City of New York, or at any other office or agency maintained by the Company for such purpose.

     Section 2.04. Stated Maturity of Principal . The Stated Maturity of the principal of the Notes shall be March 15, 2012.

     Section 2.05. Interest . The Notes shall bear interest at the rate of 3.00% per annum from March 13, 2007, or from the most recent Interest Payment Date to which interest has been paid or provided for, as the case may be, and will be payable semi-annually in arrears on March 15 and September 15 of each year (each, an “ Interest Payment Date ”), commencing on September 15, 2007, until the principal thereof is paid or duly made available for payment, to the Persons in whose names such Notes are registered at the close of business on the March 1 or September 1 (whether or not a Business Day) immediately preceding the applicable Interest Payment Date (each, a “ Regular Record Date ”). Interest payable on each Interest Payment Date shall equal the amount of interest accrued for the period commencing on and including the immediately preceding Interest Payment Date in respect of which interest has been paid (or commencing on and including March 13, 2007, if no interest has been paid) and ending on and including the day immediately preceding such Interest Payment Date. Interest on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.

     If the Company shall redeem the Notes in accordance with the provisions of Section 2.07 hereof, or if a Holder shall surrender a Note for repurchase by the Company in accordance with the provisions of Section 2.08 hereof, subject to the next succeeding sentence, accrued and unpaid interest (including Additional Interest, if any) shall be payable to each Holder that shall have surrendered such Note for redemption or repurchase, as the case may be. However, if an Interest Payment Date shall fall on or prior to the Redemption Date or Change in Control Purchase Date, as the case may be, for a Note, accrued and unpaid interest (including Additional Interest, if any) due on such Interest Payment Date shall be payable instead to the Person in whose name such Note is registered at the close of business on the related Regular Record Date.

     Section 2.06. Place of Payment . The principal of and the interest on the Notes shall be payable at the office or agency of the Company (including the Trustee) maintained for such purpose in the Borough of Manhattan, The City of New York in the manner specified in this Indenture.

     Section 2.07. Redemption . If, at any time, the Company determines it is necessary to redeem the Notes in order to preserve the Company’s status as a real estate investment trust, the Company may, upon not less than 30 nor more than 60 days’ prior written notice by mail to the Holders of the Notes, redeem the Notes in whole or in part, for cash equal to 100% of the principal amount of the Notes to be redeemed plus unpaid interest (including Additional Interest, if any) accrued thereon to the Redemption Date (such amount, the “ Redemption Price ”). In such case, the Company shall provide the Trustee with an Officers’ Certificate evidencing that the Board of Directors of the Company has, in good faith, made the determination that it is necessary to redeem the Notes in order to preserve the Company’s status as a real estate investment trust.

     If less than all the Notes are to be redeemed, the Trustee shall select the Notes to be redeemed (in principal amounts of $1,000 and integral multiples thereof) on a pro rata basis or by such other method the Trustee considers fair and appropriate. The Trustee shall make the selection at least 30 days but not more than 60 days before the Redemption Date from Outstanding Notes not previously called for redemption. Notes and portions of the principal amount thereof selected for redemption shall be in integral multiples of $1,000. The Trustee shall notify the Company promptly of the Notes or portions of the principal amount thereof to be redeemed. If the Trustee selects a portion of a Note for partial redemption and a Holder converts a portion of the same Note in accordance with the provisions of Section 2.10 hereof before termination of the conversion right with respect to the portion of the Note so selected, the converted portion of such Note shall be deemed to be from the portion selected for redemption. Notes that have been converted during a selection of Notes to be redeemed shall be treated by the Trustee as Outstanding for the purpose of such selection.

     In the event of any redemption in part, the Company shall not be required to: (i) issue or register the transfer or exchange of any Note during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing of the relevant notice of redemption, or (ii) register the transfer or exchange of any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.

     In addition to those matters set forth in Section 1104 of the Indenture, a notice of redemption sent to the Holders of Notes to be redeemed in accordance with the provisions of the two preceding paragraphs shall state:

     (a) the name of the Paying Agent and Conversion Agent;

     (b) the then current Conversion Rate;

     (c) that Notes called for redemption may be converted at any time prior to the close of business on the second Business Day immediately preceding the Redemption Date; and

     (d) that Holders who wish to convert Notes must comply with the procedures relating thereto specified in Section 2.12 hereof.

     Section 2.08. Repurchase at Option of Holders upon a Change in Control . If a Change in Control occurs prior to the Stated Maturity, a Holder of Notes shall have the right to require the Company to repurchase such Holder’s Notes, in whole or in part (in principal amounts of $1,000 or an integral multiple thereof) for cash equal to 100% of the principal amount of the Notes to be repurchased, plus unpaid interest (including Additional Interest, if any) accrued thereon to the Change in Control Purchase Date (such amount, the “ Change in Control Purchase Price ”), subject to satisfaction by or on behalf of the Holder of the requirements set forth below.

     Within 20 days after the occurrence of a Change in Control, the Company shall mail a written notice of the particular Change in Control and of the repurchase right arising as a result of such Change in Control (the “ Company Notice ”) by first-class mail to the Trustee, any Paying Agent and to each Holder (and to beneficial owners as required by applicable law). The notice shall include a form of Change in Control Purchase Notice (defined below) to be completed by the Holder and shall state:

     (a) briefly, the events causing a Change in Control and the date of such Change in Control;

     (b) the date by which the Change in Control Purchase Notice must be delivered to the Paying Agent;

     (c) the date on which the Company will repurchase Notes upon a Change in Control, which must be not less than 15 days nor more than 30 days after the date of the Company Notice (such date, the “ Change in Control Purchase Date ”);

     (d) the Change in Control Purchase Price;

     (e) the name and address of the Trustee, the Paying Agent and the Conversion Agent;

     (f) that Notes in respect of which a Change in Control Purchase Notice is provided by a Holder shall not be convertible unless such Holder validly withdraws such Change in Control Purchase Notice in accordance with the provisions of this Section 2.08;

     (g) that Notes must be surrendered to the Paying Agent to collect payment of the Change in Control Purchase Price;

     (h) that the Change in Control Purchase Price for any Note as to which a Change in Control Purchase Notice has been duly given will be paid within two Business Days after the later of the Change in Control Purchase Date or the time at which such Notes are surrendered for repurchase;

     (i) that, unless the Company defaults in making payment of the Change in Control Purchase Price, interest on Notes surrendered for repurchase will cease to accrue on and after the Change in Control Purchase Date; and

     (j) the CUSIP number of the Notes.

     The Company shall also disseminate a press release through Dow Jones & Company, Inc. or Bloomberg Business News announcing the occurrence of such Change in Control or publish such information in a newspaper of general circulation in The City of New York or on the Company’s website, or through such other public medium as the Company shall deem appropriate at such time.

     A Holder may exercise its rights specified in this Section 2.08 upon delivery of a written notice of such Holder’s exercise of its repurchase right (a “ Change in Control Purchase Notice ”) to the Paying Agent at any time prior to the close of business on the third Business Day prior to the Change in Control Purchase Date, stating:

     (a) if such Notes are in certificated form, the certificate number(s) of the Notes which the Holder will deliver to be repurchased;

     (b) the portion of the principal amount of the Notes to be repurchased, in multiples of $1,000, provided that the remaining principal amount of Notes is in an authorized denomination; and

     (c) that such Note shall be repurchased pursuant to the applicable provisions hereof and of the Notes.

     The Paying Agent shall promptly notify the Company in writing of the receipt by it of any Change in Control Purchase Notice.

     Book-entry transfer of Notes in book-entry form in compliance with appropriate procedures of the Depositary or delivery of Notes in certificated form (together with all necessary endorsements) to the Paying Agent on or after the Change in Control Purchase Date at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Change in Control Purchase Price therefor. Holders electing to require the Company to repurchase Notes must effect such transfer or delivery to the Paying Agent prior to the Change in Control Purchase Date to receive payment of the Change in Control Purchase Price on or within two Business Days after the Change in Control Purchase Date. The Company shall pay the Change in Control Purchase Price within two Business Days after the later of the Change in Control Purchase Date or the time of such transfer or delivery of the Notes.

     A Change in Control Purchase Notice may be withdrawn in whole or in part by a Holder by means of a written notice of withdrawal delivered to the office of the Paying Agent prior to the close of business on the third Business Day prior to the Change in Control Purchase Date specifying:

     (a) the Holder’s name;

     (b) the principal amount of Notes in respect of which the Change in Control Purchase Notice is being withdrawn, which must be an integral multiple of $1,000;

     (c) if the Notes subject to the notice of withdrawal are in certificated form, the certificate number(s) of all Notes subject to the notice of withdrawal; and

     (d) the principal amount of Notes, if any, that remains subject to the Change in Control Purchase Notice, which must be an integral multiple of $1,000.

     If Notes subject to the notice of withdrawal are in book-entry form, the above notices must also comply with the applicable procedures of the Depositary.

     On or before 10:00 a.m. (New York City time) on the Change in Control Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) money sufficient to pay the aggregate Change in Control Purchase Price of the Notes to be repurchased pursuant to this Section 2.08. If the Paying Agent holds, in accordance with the terms of this Indenture, money sufficient to pay the Change in Control Purchase Price of such Notes on the Change in Control Purchase Date, then, on and after such date, such Notes shall cease to be Outstanding and interest on such Notes shall cease to accrue and all rights of the Holders of such Notes shall terminate (other than the right to receive the Change in Control Purchase Price after delivery or transfer of the Notes). Such will be the case whether or not book-entry transfer of the Notes in book-entry form is made and whether or not Notes in certificated form, together with the necessary endorsements, are delivered to the Paying Agent.

     Notwithstanding the foregoing, no Notes may be repurchased by the Company in accordance with the provisions of this Section 2.08 if there has occurred and is continuing an Event of Default with respect to the Notes (other than a default in the payment of the Change in Control Purchase Price).

     To the extent legally required in connection with a repurchase of Notes, the Company shall comply with the provisions of Rule 13e-4 and other tender offer rules under the Exchange Act then applicable, if any, and will file a Schedule TO or any other schedule required under the Exchange Act.

     The Company may arrange for a third party to purchase Notes for which the Company has received a valid Change in Control Purchase Notice that has not been properly withdrawn, in the manner and otherwise in compliance with the requirements set forth herein and in the Notes. If a third party purchases any Notes under such circumstances, then interest will continue to accrue on the Notes and such Notes will continue to be Outstanding after the Change in Control Purchase Date for all purposes of the Indenture and will be fungible with all other Notes then Outstanding.

     Section 2.09. Make Whole Amount . If the Effective Date (as defined below) of a Change in Control occurs prior to the Stated Maturity as a result of a transaction or event described in clauses (1) or (2) of the definition of Change in Control and a Holder elects to convert its Notes in connection with such Change in Control pursuant to Section 2.10(d) hereof, the Company shall increase the applicable Conversion Rate for such Notes surrendered for

conversion by a number of additional Common Shares (the “ Additional Shares ”) as specified below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such a Change in Control if the notice of conversion of the Notes is received by the Conversion Agent on any date from and including the date that is the Effective Date of such Change in Control up to and including the earlier of the 30th Business Day following the Effective Date of such Change in Control and the second Business Day preceding the Stated Maturity.

     The number of Additional Shares will be determined by reference to the table below and is based on the date on which such Change in Control transaction becomes effective (the “ Effective Date ”) and the price (the “ Share Price ”) paid per Common Share in such Change in Control transaction. If holders of Common Shares receive only cash in a Change in Control transaction, the Share Price shall be the cash amount paid per Common Share. In all other cases, the Share Price shall be the average of the Closing Sale Prices of the Common Shares on the 10 consecutive Trading Days up to but excluding the Effective Date.

     The Share Prices set forth in the first row of the table (i.e., the column headers) will be adjusted as of any date on which the Conversion Rate of the Notes is adjusted. The adjusted Share Prices will equal the Share Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Share Price adjustment and the denominator of which is the Conversion Rate as so adjusted. In addition, the number of Additional Shares will be subject to adjustment in the same manner as the Conversion Rate in accordance with the provisions of Section 2.13 hereof.

     The following table sets forth the Share Price and number of Additional Shares to be received per $1,000 principal amount of Notes:

     The exact Share Prices and Effective Dates may not be set forth in the table, in which case:

     (a) if the Share Price is between two Share Price amounts in the table or the Effective Date is between two dates in the table, the Additional Shares will be determined by straight-line interpolation between the number of Additional Shares set forth for the higher and lower Share Price amounts and the two dates, as applicable, based on a 365-day year;

     (b) if the Share Price is equal to or in excess of $150.00 per Common Share (subject to adjustment as specified in the second preceding paragraph), no Additional Shares will be issued upon a conversion of Notes; and

     (c) if the Share Price is less than $62.29 per Common Share (subject to adjustment as specified in the second preceding paragraph), no Additional Shares will be issued upon a conversion of Notes.

     Notwithstanding the foregoing, in no event shall the total number of Common Shares issuable upon a conversion of Notes exceed 16.0483 shares per $1,000 principal amount of Notes, subject to adjustment in the same manner as the Conversion Rate pursuant to Section 2.13 hereof.

     Section 2.10. Conversion Rights .

     Subject to the restrictions on ownership of the Common Shares as set forth in Section 2.14 hereof and to the conditions set forth herein, Holders may surrender their Notes for conversion for cash and, if applicable, Common Shares, at the applicable Conversion Rate prior to the close of business on the second Business Day immediately preceding the Stated Maturity of the Notes at any time on or after January 15, 2012, and also under any of the circumstances set forth in this Section 2.10.

     (a)  Conversion Upon Satisfaction of Market Price Condition . A Holder may surrender any of its Notes for conversion during any calendar quarter beginning after June 30, 2007 (and only during such calendar quarter) if, and only if, the Closing Sale Price of the Common Shares for at least 20 Trading Days (whether or not consecutive) in the period of 30 consecutive Trading Days ending on the last Trading Day of the preceding calendar quarter is more than 125% of the Conversion Price per Common Share in effect on the applicable Trading Day. The Board of Directors of the Company shall make appropriate adjustments, in its good faith determination, to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the ex-dividend date of the event occurs, during that 30 consecutive Trading Day period.

     (b)  Conversion Upon Satisfaction of Trading Price Condition . A Holder may surrender any of its Notes for conversion during the five consecutive Trading Day period following any five consecutive Trading Days in which the Trading Price per $1,000 principal amount of Notes (as determined following a reasonable request by a Holder of the Notes) was less than 98% of the product of the Closing Sale Price of the Common Shares multiplied by the Conversion Rate.

     The Trustee shall have no obligation to determine the Trading Price of the Notes unless the Company shall have requested such determination, and the Company shall have no obligation to make such request unless a Holder provides the Company with written reasonable evidence that the Trading Price per $1,000 principal amount of the Notes would be less than 98% of the product of the Closing Sale Price of the Common Shares and the Conversion Rate, whereupon the Company shall instruct the Trustee to determine the Trading Price of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price is greater than or equal to 98% of the product of the Closing Sale Price of the Common Shares and the Conversion Rate.

     Notwithstanding anything to the contrary in this Eighth Supplemental Indenture (including, but not limited to, the definition of Trading Price or this Section 2.10 hereof), the sole

method by which the Trustee shall determine the Trading Price shall be by the appointment by the Trustee, at the cost and expense of the Company, of a bid solicitation agent that shall be an independent nationally recognized investment banking firm to determine the Trading Price as required by this Eighth Supplemental Indenture. Such bid solicitation agent shall perform all functions and duties that may be required of the Trustee herein in connection with or related to the determination of a Trading Price. So long as the Trustee has exercised reasonable care in the appointment of such bid solicitation agent, the Trustee shall not be liable for any negligent acts or omissions, or misconduct, of such bid solicitation agent.

     (c)  Conversion Upon Notice of Redemption . A Holder may surrender for conversion any of the Notes called for redemption at any time prior to the close of business on the second Business Day prior to the Redemption Date, even if the Notes are not otherwise convertible at such time. The right to convert Notes pursuant to this clause (c) will expire after the close of business on the second Business Day prior to the Redemption Date unless the Company defaults in making the payment due upon redemption. A Holder may convert fewer than all of its Notes so long as the Notes converted are an integral multiple of $1,000 principal amount and the remaining principal amount of Notes is in an authorized denomination. However, if a Holder has already delivered a Change in Control Purchase Notice with respect to a Note, such Holder may not surrender such Note for conversion until it has withdrawn such notice in accordance with the applicable provisions of Section 2.08 hereof.

     (d)  Conversion Upon Specified Transactions . If the Company elects to:

     (i) distribute to all holders of Common Shares rights entitling them to purchase, for a period expiring within 45 days, Common Shares at less than the Closing Sale Price of the Common Shares on the Trading Day immediately preceding the declaration date of the distribution; or

     (ii) distribute to all holders of Common Shares assets, debt securities or certain rights to purchase securities of the Company, which distribution has a per share value exceeding 10% of the Closing Sale Price of the Common Shares on the Trading Day immediately preceding the declaration date of such distribution,

the Company shall notify the Holders of the Notes in writing at least 45 days prior to the ex-dividend date for such distribution. Following the giving of such notice, Holders may surrender their Notes for conversion at any time until the earlier of the close of business on the Business Day immediately prior to the ex-dividend date or an announcement that such distribution will not take place; provided, however , that a Holder may not exercise this right to convert if the Holder may participate, on an as-converted basis (assuming for such purposes that the Notes are convertible solely in Common Shares at the then applicable Conversion Rate), in the distribution without a conversion of Notes. The ex-dividend date is the first date upon which a sale of the Common Shares does not automatically transfer the right to receive the relevant distribution from the seller of Common Shares to its buyer.

     In addition, if the Company is party to a consolidation, merger or binding share exchange pursuant to which all of the Common Shares would be exchanged for cash, securities or other property that is not otherwise a Change in Control, a Holder may surrender Notes for conversion

at any time from and including the date that is 15 Business Days prior to the Effective Date of the transaction up to and including five Business Days after the actual date of such transaction. The Company shall notify Holders as promptly as practicable following the date it publicly announces such transaction (but in no event less than 15 Business Days prior to the anticipated effective time of such transaction).

     If a Change in Control occurs prior to the Stated Maturity as a result of a transaction described in clauses (1) or (2) of the definition of “Change in Control”, a Holder will have the right to convert its Notes at any time from and including the Effective Date of such transaction up to and including the earlier of the 30th Business Day following the Effective Date of the transaction and the second Business Day prior to the Stated Maturity, provided that, if a Holder has already delivered a Change in Control Purchase Notice with respect to a Note, such Holder may not surrender such Note for conversion until it has withdrawn such notice in accordance with the applicable provisions of Section 2.08 hereof. The Company will notify Holders as promptly as practicable following the date that it publicly announces such Change in Control (but in no event later than five Business Days prior to the Effective Date of such Change in Control).

     If the Company is a party to a consolidation, merger or binding share exchange (including, without limitation, by way of a recapitalization, reclassification or change of Common Shares (other than changes resulting from a subdivision or combination) or a sale, lease or transfer to a third party of the Company’s and the Company’s subsidiaries’ consolidated assets substantially as an entirety) pursuant to which all of the Common Shares are exchanged for cash, securities or other property, then at the Effective Date of the transaction any conversion of Notes and the determination of the sum of the Daily Share Amounts will be based on, and determined by reference to, the kind and amount of cash, securities or other property that the Holder would have received if such Holder had converted its Notes into Common Shares immediately prior to the Effective Date of the transaction. For purposes of the foregoing, where a consolidation, merger or binding share exchange involves a transaction that causes Common Shares to be exchanged into the right to receive more than a single type of consideration based upon any form of shareholder election, such consideration will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Shares that affirmatively make such an election. If a Change in Control occurs prior to the Stated Maturity as a result of a transaction described in clauses (1) or (2) of the definition thereof, the Company will adjust the Conversion Rate for Notes surrendered for conversion in connection with such a Change in Control transaction, as described in Section 2.09 hereof.

     (e)  Conversion Upon Delisting of the Common Shares . A Holder of Notes may surrender any of its Notes for conversion at any time beginning on the first Business Day after the Common Shares have ceased to be listed on a U.S. national or regional securities exchange for a 30 consecutive Trading Day period.

     Section 2.11. Conversion Settlement . Upon a conversion of Notes, the Company shall deliver, in respect of each $1,000 principal amount of Notes being converted, cash and Common Shares, if any, equal to the sum of the Daily Settlement Amounts for each of the 30 Trading Days during the Observation Period.

     The “ Daily Settlement Amount ,” for each of the 30 Trading Days during the Observation Period, shall consist of:

     (a) cash equal to the lesser of (i) one-thirtieth of $1,000 and (ii) the Daily Conversion Value (defined below); and

     (b) to the extent the Daily Conversion Value exceeds one-thirtieth of $1,000, a number of Common Shares equal to (i) the difference between the Daily Conversion Value and one-thirtieth of $1,000, divided by (ii) the Daily VWAP (defined below) for such day.

     “ Daily Conversion Value ” means, for each of the 30 consecutive Trading Days during the Observation Period, one-thirtieth of the product of (i) the applicable Conversion Rate and (ii) the Daily VWAP of the Common Shares on such day.

     “ Daily VWAP ” means, for each of the 30 consecutive Trading Days during the Observation Period, the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “DDR.N <equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from 9:30 a.m. to 4:00 p.m. (New York City time) on such Trading Day (or if such volume-weighted average price is unavailable, the market value of one Common Share on such Trading Day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by the Company).

     “ Observation Period ” with respect to any Note means the 30 consecutive Trading Day period beginning on and including the second Trading Day after a Note is surrendered to the Conversion Agent for conversion, except that with respect to any Note surrendered for conversion during the period beginning on January 15, 2012 and ending on the second Business Day prior to the Stated Maturity, “Observation Period” means the first 30 Trading Days beginning on and including the 32nd Scheduled Trading Day prior to the Stated Maturity.

     For the purposes of determining payment upon conversion in accordance with the provisions of this Section 2.11, “ Trading Day ” means a day during which (i) trading in Common Shares generally occurs on the principal U.S. national or regional securities exchange or market on which Common Shares are listed or admitted for trading and (ii) there is no Market Disruption Event.

     “ Scheduled Trading Day ” means a day that is scheduled to be a Trading Day on the principal U.S. national or regional securities exchange or market on which Common Shares are listed or admitted for trading.

     For the purposes of determining payment upon conversion in accordance with the provisions of this Section 2.11, “ Market Disruption Event ” means (i) a failure by the principal U.S. national or regional securities exchange or market on which Common Shares are listed or admitted to trading to open for trading during its regular trading session or (ii) the occurrence or existence prior to 1:00 p.m. on any Trading Day for Common Shares for an aggregate one half hour period of any suspension or limitation imposed on trading (by reason of movements in price

exceeding limits permitted by the stock exchange or otherwise) in Common Shares or in any options, contracts or future contracts relating to Common Shares.

     The Company shall deliver the sum of the Daily Settlement Amounts for each of the 30 Trading Days during the Observation Period to converting Holders on the third Business Day immediately following the last day of the Observation Period.

     The Company shall deliver cash in lieu of any fractional Common Share issuable in connection with payment of the settlement amount (based on the Closing Sale Price of Common Shares on the last day of the applicable Observation Period).

     Section 2.12. Conversion Procedures . To convert Notes, a Holder must satisfy the requirements set forth in this Section 2.12.

     To convert the Notes, a Holder must (a) complete and manually sign the irrevocable conversion notice on the reverse of the Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent at the office maintained by the Conversion Agent for such purpose, (b) with respect to Notes which are in certificated form, surrender the Notes to the Conversion Agent, or, if the Notes are in book-entry form, comply with the appropriate procedures of the Depositary, (c) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all such requirements shall be deemed to be the date on which the applicable Notes shall have been tendered for conversion.

     Notes in respect of which a Holder has delivered a Change in Control Purchase Notice may be converted only if such notice is withdrawn in accordance with the terms of Section 2.08.

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