THIS EMPLOYMENT AGREEMENT is entered into as of the 6th day of March, 1998, between Developers
Diversified Realty Corporation, an Ohio corporation (the "Company"), and Richard J. Kaplan (the "Executive").
W I T N E S S E T H:
WHEREAS, the Company desires to employ the Executive, and the Executive desires to be employed by the
Company, on the terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties agree as follows:
(a) The Company hereby employs the Executive as its Senior Vice President and Chief Operating Officer and the
Executive hereby accepts such employment, on the terms and subject to the conditions hereinafter set forth.
(b) During the term of this Employment Agreement and any renewal hereof (all references herein to the terms of
this Employment Agreement shall include references to the period of renewal hereof, if any), the Executive shall
be and have the titles of Senior Vice President and Chief Operating Officer and shall devote all of his business
time and all reasonable efforts to his employment and perform diligently such duties as are customarily performed
by Chief Operating Officers of companies similar in size to the Company, together with such other duties as may
be reasonably requested from time to time by the President of the Company or the Board of Directors of the
Company (the "Board"), which duties shall be consistent with his positions as set forth above and as provided in
2. TERM AND POSITIONS.
(a) Subject to the provisions for termination hereinafter provided, the term of this Employment Agreement shall
begin on April 1, 1998 and shall continue for the current "fiscal year" (as hereinafter defined) and for the two
immediately succeeding fiscal years. As of December 31, 2000, such term automatically shall be extended for the
fiscal year commencing January 1, 2001 and for each fiscal year thereafter, unless this E