INVESTORS' RIGHTS AGREEMENT

EXHIBIT 10.1

INVESTORS’ RIGHTS AGREEMENT

           THIS INVESTORS’ RIGHTS AGREEMENT (the “ Agreement ”) is made and entered into as of the 11th day of May 2009, by and between Developers Diversified Realty Corporation, an Ohio corporation (the “ Company ”), and Mr. Alexander Otto (the “ Investor ”).

RECITALS

          A. WHEREAS , on February 23, 2009, the Investor and the Company entered into a Stock Purchase Agreement (the “ Stock Purchase Agreement ”), which provides for the purchase and sale of up to 30,000,000 of the Company’s common shares, $0.10 par value per share (“ Common Shares ”), to the Investor and a grant of warrants to purchase 10,000,000 Common Shares (the “ Warrants ”);

          B. WHEREAS , the terms and conditions of the Stock Purchase Agreement require that the board of directors of the Company (the “ Board of Directors ”) nominate up to two director nominees selected by the Investor to the Board of Directors (the “ Investor Director ” or “ Investor Directors ,” as the case may be);

          C. WHEREAS , as an inducement to the Company to enter into the Stock Purchase Agreement and as an inducement to the Investor to purchase up to 30,000,000 Common Shares pursuant to the Stock Purchase Agreement, the Investor and the Company hereby agree that this Agreement shall govern the rights of the Investor to nominate up to two director nominees selected by the Investor to serve on the Board of Directors in accordance with the terms set forth below; and

          D. WHEREAS , in order to permit the Investor to sell the Common Shares (including those underlying the Warrants) purchased pursuant to the Stock Purchase Agreement, the Investor and the Company hereby agree that this Agreement shall govern the registration rights of the Investor for the resale of such Common Shares under the Securities Act.

          Unless otherwise provided, all capitalized terms shall have the meaning ascribed to them in Section 1.

           NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

     1.  Definitions . For purposes of this Agreement:

               (a) “ Affiliate ” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person.

               (b) “ beneficially own ” shall have the meaning ascribed to such term under Rule 13d-3 of the Exchange Act.

               (c) “ Blackout Period ” means a period of time, not to exceed 60 days, during which the Company may postpone the preparation, filing or effectiveness or suspend the effectiveness of a registration statement, if the Company, in good faith determines that the registration and/or distribution of Registrable Securities (i) would materially impede, delay, or interfere with any financing, acquisition, corporate reorganization or other significant transaction, or any negotiations, discussions or pending proposals with respect thereto, involving the Company or any of its subsidiaries or their respective assets, including, without limitation, any primary offering of securities by the Company, or (b) would require the disclosure of material nonpublic information, the disclosure of which could adversely affect the Company.

               (d) “ Damages ” means any loss, damage or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, or liability (or any action in respect thereof) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company filed pursuant to the terms of this Agreement, including any preliminary prospectus or prospectus contained therein or any amendments or supplements thereto, or (ii) an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (with respect to any preliminary prospectus or prospectus or any amendments or supplements thereto, in the light of the circumstances under which they were made) not misleading.

               (e) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

               (f) “ Form S-3 ” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC.

               (g) “ Otto Family ” means the Investor and/or a member of the Investor’s family as follows: (i) Professor Werner Otto, his wife Maren Otto and/or all descendants of Professor Werner Otto, including without limitation the Investor (illegitimate descendants only if they have obtained the status of a legitimate descendant by legitimation or adoption by Professor Werner Otto or one of his legitimate descendants, or if they are children of a female legitimate descendant of Professor Werner Otto); (ii) any trust or any family foundation which has exclusively been established in favor of one or several of the individuals named under (i) above, and (iii) any partnership, firm, corporation, association, trust, unincorporated organization, joint venture, limited liability company or other legal entity, in which the individuals or entities named under (i) or (ii) hold (either directly or indirectly) more than 50% of the voting rights or more than 50% of the equity capital of any such partnership, firm,

corporation, association, trust, unincorporated organization, joint venture, limited liability company or other legal entity.

               (h) “ Person ” means a natural person or any legal, commercial or governmental entity, such as, but not limited to, a corporation, general partnership, joint venture, limited partnership, limited liability company, limited liability partnership, trust, business association, group acting in concert, or any person acting in a representative capacity.

               (i) “ Registrable Securities ” means (i) Common Shares beneficially owned by the Otto Family in an amount equal to the aggregate number of Common Shares sold by the Company to the Investor and its assignees pursuant to the Stock Purchase Agreement, plus any Common Shares distributed to the Otto Family by the Company as a dividend on such Common Shares, and (ii) Common Shares underlying the Warrants owned by the Otto Family, plus any Common Shares distributed to the Otto Family by the Company as a dividend on such Common Shares.

               (j) “ SEC ” means the United States Securities and Exchange Commission.

               (k) “ SEC Rule 144 ” means Rule 144 promulgated by the SEC under the Securities Act.

               (l) “ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

               (m) “ Selling Expenses ” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities and the fees and disbursements of counsel to the Investor and any other member of the Otto Family in connection with the sale of Registrable Securities.

     2.  Board of Directors; Control Person

               (a) At any time that the Otto Family collectively beneficially owns 17.5% or more of the outstanding Common Shares, the Investor, on behalf of the members of the Otto Family, shall have the right to nominate two Investor Directors pursuant to this Section 2, at every annual meeting of the shareholders of the Company in which directors are generally elected, including, without limitation, at every adjournment or postponement thereof, and on any action approval by written consent of the shareholders of the Company relating to the election of directors generally.

               (b) At any time that the Otto Family collectively beneficially owns less than 17.5% of the outstanding Common Shares and more than 7.5% of the outstanding Common Shares, the Investor, on behalf of the members of the Otto Family, shall have the right to nominate one Investor Director pursuant to this Section 2, at every annual meeting of the shareholders of the Company in which directors are generally elected, including, without limitation, at every adjournment or postponement thereof, and

on any action approval by written consent of the shareholders of the Company relating to the election of directors generally.

               (c) The following procedures shall be followed with respect to the nomination of Investor Directors pursuant to Section 2(a) or 2(b):

               (i) For purposes of whether the Investor has a right to nominate an Investor Director pursuant to Section 2(a) or 2(b), the Otto Family’s beneficial ownership of the outstanding Common Shares will be measured as of the record date for such annual meeting or written consent.

               (ii) No later than January 10 of each year, the Investor shall provide the Board of Directors with the Investor’s nominee(s), as the case may be, for the Investor Director(s), along with any other information reasonably requested by the Board of Directors to evaluate the suitability of such candidate(s) for directorship. With respect to any Investor nominee, Investor shall use its best efforts to ensure that any such nominee satisfies all stated criteria and guidelines for director nominees of the Company. The Company shall be entitled to rely on any written direction from Investor regarding the Investor’s nominee(s) on behalf of the Otto Family without further action by the Company. In the event Investor is no longer able to select such nominee(s), then the Company may rely on the nominee(s) proposed by any individual member of the Otto Family designated as being authorized to propose such Investor Director(s) in lieu of Investor.

               (iii) Within 20 days of receiving the Investor’s nominee(s) for the Investor Director(s) in accordance with Section 2(c)(ii), the Board of Directors or any authorized committee thereof shall have made a good faith and reasonable determination as to the suitability of the Investor’s nominee(s) for Investor Director(s) and shall notify the Investor of its determination in writing.

               (iv) If the Board of Directors or any authorized committee thereof approves of the Investor’s nominee(s) for Investor Director(s), as the case may be, the Board of Directors shall recommend that the shareholders vote to elect such director(s) at the next annual meeting of shareholders at which directors will be generally elected.

               (v) If the Board of Directors or any authorized committee thereof raises a reasonable objection to one or both of the Investor’s nominees, as the case may be, for the Investor Director(s), then the Investor and the Board of Directors shall use their best efforts to agree on the nominee(s) for such Investor Director(s), and if the Investor and the Board of Directors cannot agree on the nominee(s) on or before the tenth day prior to the proposed filing of the Company’s annual proxy statement, then such nominee for Investor Director(s) shall not be nominated by the Company at such annual meeting.

               (vi) If one or both of the Investor nominees is not nominated (as described in the foregoing clause (v)), then as soon as practicable after the annual meeting, the Investor and the Board of Directors shall use their best efforts to agree on the nominee(s) for such Investor Director(s), which nominee(s) shall be appointed as director(s) by the Board of Directors promptly after such agreement is reached.

               (d) Notwithstanding anything to the contrary in this Agreement and without any further action by the Company, the Investor’s right to nominate any Person to the Company’s Board of Directors shall automatically terminate, and be of no further force and effect, on the date that the Otto Family beneficially owns 7.5% or less of the outstanding Common Shares. The Investor shall promptly, but in any case within five days, provide notice to the Company upon the Otto Family ceasing to beneficially own 7.5% or less of the outstanding Common Shares.

               (e) Each of the Investor Directors, upon appointment or election to the Board of Directors, will be governed by the same protections and obligations as all other directors of the Company, including, without limitation, protections and obligations regarding customary liability insurance for directors and officers, confidentiality, conflicts of interests, fiduciary duties, trading and disclosure policies, director evaluation process, director code of ethics, director share ownership guidelines, stock trading and pre-approval policies, and other governance matters. The Company agrees that it shall offer to enter into an indemnification agreement with each Investor Director substantially similar to the indemnification agreements then in effect with the Company’s directors when each Investor Director becomes a member of the Board of Directors.

               (f) Commencing on the election or appointment of the Investor nominees as Investor Directors of the Company in accordance with this Agreement and thereafter for so long as at least one Investor Director is serving as a member of the Board of Directors, the Investor will, and will cause each member of the Otto Family to: (i) with respect to the Company or its Common Shares, not make, engage or in any way participate in, directly or indirectly, any “solicitation” (as such term is used in the proxy rules of the SEC) of proxies or consents (whether or not relating to the election or removal of directors), (ii) except as provided for in this Agreement, and except as provided for in that certain Voting Agreement by and among the Investor and certain shareholders of the Company of even date herewith, not seek, alone or in concert with others, election or appointment to, or representation on, or nominate or propose the nomination of any candidate to, the Board of Directors, (iii) not initiate, propose or otherwise “solicit” (as such term is used in the proxy rules of the SEC) shareholders of the Company for the approval of shareholder proposals made to the Company whether made pursuant to Rule 14a-8 or Rule 14a-4 under the Exchange Act or otherwise, or cause or encourage or attempt to cause or encourage any other person to initiate any such shareholder proposal, regardless of its purpose, or (iv) cause all Common Shares beneficially owned by the Investor and the members of the Otto Family as to which they are entitled to vote at any meeting of shareholders to be voted in favor of the election of each member of any slate of directors recommended by the Company’s Board of

Directors that includes at least one Investor nominee; provided, that each Investor Director on the Company’s Board of Directors shall have voted in favor of such slate of director nominees.

               (g) The Company agrees that it shall offer to enter into an indemnification agreement with the Investor, on similar terms as the agreements in effect with the Company’s existing directors as of the date hereof, indemnifying the Investor against a third party claim of control person liability within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act so long as the Investor has acted in good faith and not directly or indirectly induced the act or acts constituting the violation or cause of action giving rise to the third party claim. Any payment to be made under any indemnification agreement entered into between the Company and the Investor shall be paid only if nationally recognized counsel selected by the Company and reasonably acceptable to the Investor provides an opinion either (i) that such payment should not be treated as a preferential dividend for purposes of Section 562 of the Internal Revenue Code (the “ Code ”) or (ii) that such payment should not (a) reduce current earnings and profits of the Company for purposes of Section 857(d) of the Code below the level necessary for the Company to satisfy its requirements under Section 857(a)(1) of the Code, or (b) cause declared distributions of the Company to be treated as preferential dividends and cause the Company to fail to satisfy its requirements under Section 857(a)(1) of the Code. In the event a payment to Investor will not be made due to the application of the previous sentence, the Company shall, upon Investor’s request, seek a private letter ruling and make the payment in the event a favorable private letter ruling is received.

     3.  Registration Rights . The Company covenants and agrees as follows:

          3.1 Registration Rights .

               (a)  Form S-3 . So long as the Company is eligible to use Form S-3 for secondary offerings, the Company shall, as promptly as practicable, and in any event within 30 days following the Second Closing Date (as defined in the Stock Purchase Agreement) or the Non-Tranche Closing Date (as defined in the Stock Purchase Agreement), as applicable, file a shelf registration statement on Form S-3 under the Securities Act covering such Registrable Securities.

               (b) Form S-1 . In the event the Company is not eligible to use Form S-3 for secondary offerings, Investor may request in writing that the Company file a shelf registration statement on Form S-1 with respect to the Registrable Securities. The written request shall specify (i) the then-current name and address of the member of the Otto Family proposing to have registered Registrable Securities, (ii) the aggregate number of Registrable Securities proposed to be registered, (iii) the total number of Common Shares beneficially owned by each member of the Otto Family proposing to have registered Registrable Securities and (iv) the intended method of distribution of the Registrable Securities proposed to be registered. The Company shall, as promptly as practicable, and in any event within 30 days after the date such written request is received

by the Company, file a registration statement on Form S-1 under the Securities Act covering such Registrable Securities.

               (c) In the event the Company becomes eligible to use Form S-3 following the use of Form S-1 upon a demand made pursuant to Section 3.1(b), the Company may