WAIVER AGREEMENT

EXHIBIT 10.2

WAIVER AGREEMENT

      THIS WAIVER AGREEMENT (this “ Agreement ”) is made and entered into as of May 11th 2009, by and among Mr. Alexander Otto (the “ Purchaser ”) and Developers Diversified Realty Corporation (the “ Company ”).

RECITALS

     A.  WHEREAS , on February 23, 2009, the Purchaser and the Company entered into a Stock Purchase Agreement (the “ Stock Purchase Agreement ”), which provides for the purchase and sale of those certain shares of the Company as defined therein;

     B.  WHEREAS , as an inducement to enter into the Stock Purchase Agreement, and as one of the conditions to the consummation of the transactions contemplated by the Stock Purchase Agreement, the parties agreed to enter into a waiver agreement relating to a waiver of the Related Party Limit (as defined below);

     C.  WHEREAS , the number of shares to be purchased by the Purchaser pursuant to the Stock Purchase Agreement and owned by the Purchaser as of the date hereof would exceed the Related Party Limit;

     D.  WHEREAS , the Board of Directors of the Company (the “ Board ”) has agreed to waive application of the Related Party Limit (as defined below) on the terms and conditions set forth below; and

     E.  WHEREAS , the purpose of this Agreement is to set forth the parties’ agreements and respective obligations regarding the waiver of the Related Party Limit.

     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) “ Articles ” means the Second Amended and Restated Articles of Incorporation of the Company, as amended, attached hereto as Exhibit A .

     (b) “ Business Days ” means any day on which national banks are open for business in the City of New York.

     (c) “ Code ” means the United States Internal Revenue Code of 1986, as amended.

     (d) “ Common Shares ” has the meaning set forth in the Articles.

     (e) “ Constructive Ownership ” has the meaning set forth in Section 4(b) of Division B of the Articles.

     (f) “ Exempt Holder ” has the meaning set forth in Section 4(a) of Division B of the Articles.

     (g) “ Person ” has the meaning set forth in Section 4(a) of Division B of the Articles.

     (h) “ Related Party Limit ” has the meaning set forth in Section 4a) of Division B of the Articles.

     2.  Purchaser Representations and Agreements .

     (a) As of the date hereof, the Purchaser represents that none of (i) the Purchaser, (ii) any Person who is listed in the definition of Exempt Holder in the Articles (each a “ Member ”), or (iii) any Person who Constructively Owns Common Shares in excess of the Related Party Limit as a result of Constructively Owning Common Shares Constructively Owned by the Purchaser or a Member (Persons described in clauses (i), (ii), and (iii) being collectively referred to herein as the “ Owners ”), Constructively Owns 10% or more of any interest described in Section 856(d)(2)(B) of the Code (an such interest described in Section 856(d)(2)(B) being referred to herein as a “ Relevant Equity Interest ”) of any Person that is (A) a tenant of the Company, a tenant of any entity the income of which is included in the determination of the Company’s REIT taxable income, or a tenant of any real estate investment trust in which the Company owns a Relevant Equity Interest of at least 10% and (B) listed on Schedule 1 hereto (the “ Original Tenant Schedule ”). Each tenant listed in the Original Tenant Schedule or any updates of the Original Tenant Schedule (collectively and individually, such updated schedules and the Original Tenant Schedules are referred to herein as a “ Tenant Schedule ”) shall be referred to herein as a (“ Disclosed Tenant ”). Each tenant identified as an owned tenant on Schedule 1 is referred to herein as an (“ Owned Tenant ”).

     (b) At the end of each calendar quarter of the Company, the Company shall provide the Purchaser an updated Tenant Schedule. The Purchaser, within twenty Business Days of receipt of an updated Tenant Schedule, shall inform the Company of any tenant on such updated Tenant Schedule in which any Owner Constructively Owns a Relevant Equity Interest of at least 10%. If the Purchaser informs the Company of any such tenant, such tenant shall also be considered an Owned Tenant (i) if such tenant appeared on such updated Tenant Schedule for the first time ( i.e. , the tenant was not listed on the Original Tenant Schedule, a previous updated Tenant Schedule or on a notice of new tenants under the procedure set forth in Section 2(c)) or (ii) with respect to leases entered into with such tenant after such tenant has been identified by the Purchaser.

     (c) The Company will notify the Purchaser from time to time of material (individually or in the aggregate) prospective leases with tenants not previously identified as Disclosed Tenants (including tenants of properties the Company is considering

acquiring, directly or indirectly). The Purchaser, within five Business Days of receipt of such notice, shall inform the Company of any such tenant in which any Owner Constructively Owns a Relevant Equity Interest of at least 10% (an “ Identified Tenant ”). If the Company executes a lease with such Identified Tenant, such tenant shall be considered an Owned Tenant. If the Purchaser does not inform the Company that such tenant is an Identified Tenant within five Business Days of receiving notice and if the Company executes a lease with such t