UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

Q Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For The Fiscal Year Ended December 31, 2008

or

q Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ____________ to ____________

Commission File Number 001-32185
 INLAND REAL ESTATE CORPORATION
(Exact name of registrant as specified in its charter)

Maryland	36-3953261
(State or other jurisdiction	(I.R.S. Employer Identification No.)
of incorporation or organization)

2901 Butterfield Road, Oak Brook, Illinois	60523
(Address of principal executive offices)	(Zip code)

Registrant's telephone number, including area code:  630-218-8000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Name of each exchange on which registered:
Common Stock, $0.01 par value	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

Title of each class:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  Q No  q

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes  q No  Q

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  Q No  q

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. q

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.  (Check One):  Large accelerated filer Q Accelerated filer q   Non-accelerated filer q  Smaller reporting company q

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  q No Q

As of June 30, 2008, the aggregate market value of the shares of common stock held by non-affiliates of the registrant was $836,719,649.

As of February 27, 2009 there were 66,684,540 shares of common stock outstanding.

Documents Incorporated by Reference:  Portions of the registrant's proxy statement for the annual stockholders meeting to be held in 2009 are incorporated by reference into Part III, Items 10, 11, 12, 13 and 14.

INLAND REAL ESTATE CORPORATION
(a Maryland corporation)

TABLE OF CONTENTS

		Page
	Part I
Item 1.	Business	2
Item 1A.	Risk Factors	6
Item 1B.	Unresolved Staff Comments	15
Item 2.	Properties	16
Item 3.	Legal Proceedings	32
Item 4.	Submission of Matters to a Vote of Security Holders	32
	Part II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases    of Equity Securities	33
Item 6.	Selected Financial Data	36
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operation	37
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	64
Item 8.	Financial Statements and Supplementary Data	65
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	105
Item 9A.	Controls and Procedures	105
Item 9B.	Other Information	105
	Part III
Item 10.	Directors, Executive Officers and Corporate Governance	106
Item 11.	Executive Compensation	106
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	106
Item 13.	Certain Relationships and Related Transactions, and Director Independence	106
Item 14.	Principal Accounting Fees and Services	106
	Part IV
Item 15.	Exhibits, Financial Statement Schedules	107
	SIGNATURES	108
	Exhibit Index	109

1

PART I

(In this Part I disclosure, all dollar amounts are presented in thousands, except per share data and square footage amounts)

Item 1.  Business

General

Inland Real Estate Corporation, a Maryland corporation, was formed on May 12, 1994.  We, collectively with our consolidated entities, are a publicly held real estate investment trust ("REIT") that acquires, owns, operates and develops (directly or through our unconsolidated entities) open-air neighborhood, community, power and lifestyle shopping centers and single-tenant retail properties located primarily in what we believe is the demographically strong upper Midwest markets.

Approximately sixty-five percent of our total retail portfolio (consolidated plus unconsolidated) gross leasable area ("GLA") is located in the Chicago Metropolitan Statistical Area ("MSA"), with our second largest market concentration being approximately seventeen percent in the Minneapolis-St. Paul MSA.  Tenants at our retail properties primarily provide "everyday" goods and services to consumers, with more than sixty-three percent of total retail portfolio square footage anchored by grocery, drug, and discount stores.  The properties in our portfolio generate steady cash flows from rents and related revenues for us.  The primary drivers of our internal income growth are rental rate increases over expiring rates on new and renewal leases and cost savings from operational efficiencies.  As of December 31, 2008, we owned interests in 144 investment properties, including those owned through our unconsolidated joint ventures, comprised of:

·

Sixty-five neighborhood retail centers totaling approximately 4,244,000 gross leasable square feet;

·

Nineteen community centers totaling approximately 2,940,000 gross leasable square feet;

·

Twenty-seven power centers totaling approximately 4,598,000 gross leasable square feet;

·

One lifestyle center totaling approximately 540,000 gross leasable square feet; and

·

Thirty-two single-user properties totaling approximately 2,185,000 gross leasable square feet.

We have qualified as a REIT under the Internal Revenue Code of 1986, as amended (the "Code") for federal income tax purposes commencing with the tax year ended December 31, 1995.  So long as we qualify for treatment as a REIT, we generally will not be subject to federal income tax to the extent we meet the requirements of the tests imposed by the Code.  If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on our taxable income at regular corporate tax rates.  Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income, property or net worth and federal income and excise taxes on our undistributed income.

To maintain our qualification as a REIT, we engage in certain activities through Inland Venture Corporation (“IVC”), a wholly-owned taxable REIT subsidiary (“TRS”).  As such, we are subject to federal and state income and franchise taxes from these activities.

2

We compete for tenants on the basis of rental rates, property operating expenses and location with similar types of properties located in the vicinity of our investment properties.  In addition, our tenants compete against other forms of retailing such as catalog companies and e-commerce websites that offer similar retail products.  We do not own any real property investments located outside of the United States.  We compete with numerous other properties in attracting tenants.  Additionally, we compete with other REITs and real estate operating companies when seeking to acquire new investment properties.  We assess and measure operating results on an individual property basis.  Since all of our investment properties exhibit highly similar economic characteristics, generally have tenants that offer products catering to the day-to-day living needs of individuals, and offer similar degrees of risk and opportunities for growth, the shopping centers have been aggregated and reported as one operating segment.  See footnote 18 to the accompanying consolidated financial statements for a discussion on our segment reporting.  As of December 31, 2008, we employed a total of 106 people, none of whom are represented by a union.

Management has implemented external growth initiatives that utilize our financing, acquisition, leasing and property management expertise to drive incremental income growth.  Our external growth initiatives consist of three types of unconsolidated joint venture activities:  a joint venture with Inland Real Estate Exchange Corporation ("IREX") through which we source, acquire and manage properties for 1031 tenant-in-common ("TIC") buyers; an asset-based joint venture with New York State Teachers Retirement System ("NYSTRS") through which we source, acquire and manage Midwest retail properties; and development joint ventures with established developers to build, lease and operate shopping centers primarily within our core Midwest markets.

Our asset-based venture with NYSTRS is an investment vehicle which enables us to increase our fee income via the acquisition, leasing, and property management services we provide through the venture.  The NYSTRS joint venture was formed in 2004 to acquire up to $400 million of stabilized retail assets in Midwest markets.  As of December 31, 2008, $320 million has been invested in Midwest retail assets.

Our development joint ventures with five independent partners are designed to leverage what we believe are the unique strengths of each development team, while potentially diversifying our risk.  Our development partners have historically identified opportunities, assembled and completed the entitlement process for the land, and gauged national "big box" retailer interest in the location before bringing the project to us for right of first refusal.  We typically contribute financing, leasing, and property management expertise to enhance productivity of the new developments and are typically entitled to earn a preferred return on our portion of invested capital.  As noted herein, the retail sector is experiencing significant stress resulting in considerable declines in leasing activity and deferral of retailer expansion plans.

Our joint venture with IREX, formed in 2006, leverages our respective skill sets to access the growth potential of the 1031 TIC market and increase our fee income.  This joint venture agreement expired during 2008 and we are currently in the process of negotiating a new agreement.  In accordance with the agreement, we sourced properties and provided financing, acquisition and asset management expertise through the venture, while IREX provided syndication expertise and access to a large broker/dealer network which markets the properties to TIC buyers.  We believe our IREX joint venture enabled us to effectively manage our resources due to the revolving nature of the investment capital.  The capital we deploy for properties sourced for the venture is generally recovered within six months through the sale of TIC interests to 1031 Exchange investors and can be recycled into other investment opportunities.  We believe that the IREX joint venture was a capital-efficient means to generate additional acquisition fee income and a long-term management fee income stream for managing properties for TIC owners.  This fee income has proven to be particularly valuable when market turmoil impacts core portfolio performance.  No further acquisitions for the IREX joint venture will be made until a new joint venture agreement is signed.  Once we have a new agreement, future acquisitions will depend on the timing of pending syndications, as well as our own capital requirements and the overall acquisitions market.

3

During the year ended December 31, 2008, we acquired a total of five investment properties on behalf of our joint venture with IREX, comprising approximately 858,000 square feet with an aggregate purchase price of approximately $158,000. Additionally, we contributed one investment property to this joint venture, comprising approximately 144,000 square feet with a purchase price of approximately $23,150.  The joint venture is in various stages of selling these properties to TIC investors.  See the table below for information regarding the properties available for syndication during 2008.  During the year ended December 31, 2008, we earned acquisition and management fees for these properties totaling $3,166 which are included in fee income from unconsolidated joint ventures on the accompanying consolidated statements of operations and other comprehensive income.  Additionally, in conjunction with the sales to the TIC investors, we recorded approximately $1,850 in gains, which are included in gain on sale of joint venture interests on the accompanying consolidated statements of operations and other comprehensive income.

Property		Location		% TIC Ownership (a)
FMC Technologies		Houston, TX		100%
Apria Healthcare		Schaumburg, IL		100%
Delavan Crossing		Delavan, WI		100%
Rainbow Foods		West St. Paul, MN		100%
Greenfield Commons		Aurora, IL		100%
AT&T		Davenport, IA		100%
AT&T		Evansville, IN		100%
AT&T		Joplin, MO		100%
Fox Run Square		Naperville, IL		97%
The University of Phoenix		Merrillville, IN		0%
Bank of America		Moosic, PA		24%
Bank of America		Las Vegas, NV		24%
Bank of America		Hunt Valley, MD		17%
Bank of America		Rio Rancho, NM		17%

(a)

The percent TIC ownership represents the amount sold to TIC investors as of December 31, 2008.

Conflicts of Interest Policies

Our governing documents require a majority of our directors to be "independent," as defined by the New York Stock Exchange.  Further, any transactions between The Inland Group, Inc. or its affiliates, and us must be approved by a majority of our independent directors.  One of our directors, Mr. Goodwin, is also a director of The Inland Group, Inc.  The Inland Group, Inc., through affiliates or related parties, beneficially owned approximately 14.6% of our outstanding common stock as of December 31, 2008.

Environmental Matters

We review and monitor compliance with federal, state and local provisions, which have been enacted or adopted regulating the discharge of material into the environment, or otherwise relating to the protection of the environment.  For the year ended December 31, 2008, we did not incur any material capital expenditures for environmental control facilities nor do we anticipate incurring material amounts during the year ending December 31, 2009.

4

We believe that all of our investment properties comply in all material respects with all federal, state and local environmental laws, ordinances and regulations regarding hazardous or toxic substances.  The environmental condition of our investment properties may be adversely affected by our tenants, by conditions of near-by properties or by unrelated third parties.  All of our investment properties have been subjected to Phase I or similar environmental audits at the time they were acquired.  These audits, performed by independent consultants, generally involve a review of records and visual inspection of the property.  These audits do not include soil sampling or ground water analysis.  These audits have not revealed, nor are we aware of, any environmental liability that we believe will have a material adverse effect on our operations.  These audits may not, however, reveal all potential environmental liabilities.  Additionally, on an annual basis, we engage third party environmental specialists to complete site inspections on certain investment properties, namely those occupied by dry cleaners, oil change facilities and print shops, to ensure that the environmental condition of the respective property has not changed.

Access to Company Information

We make available, free of charge, through our website, and by responding to requests addressed to our director of investor relations, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports.  These reports are available as soon as reasonably practical after such material is electronically filed or furnished to the SEC.  Our website address is www.inlandrealestate.com.  The information contained on our website, or on other websites linked to our website, is not part of this document.

Executive Officers

The following sets forth certain information with regard to our executive officers as of January 1, 2009:

Mark E. Zalatoris, 51.  President and Chief Executive Officer.  Mr. Zalatoris became a full-time employee in July 2000 and was promoted to president and chief executive officer in April 2008.

Brett A. Brown, 44.  Senior Vice President, Chief Financial Officer, and Treasurer.  Mr. Brown joined us in May 2004.

Beth Sprecher Brooks, 54.  Senior Vice President, General Counsel and Secretary.  Ms. Brooks joined us in November 2002 and became our general counsel in 2006.

William W. Anderson, 50.  Vice President – Transactions.  Mr. Anderson joined us in July 2000.

D. Scott Carr, 43.  President of Inland Commercial Property Management, Inc. ("ICPM").  Mr. Carr has been employed by ICPM since 1994.  We acquired ICPM in July 2000.

Kristi A. Rankin, 43.  Senior Vice President of ICPM.  Ms. Rankin has been employed by ICPM since 1994.  We acquired ICPM in July 2000.

Certifications

We have filed with the SEC the chief executive officer and chief financial officer certifications required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached as Exhibits 31.1 and 31.2 to this Annual Report on Form 10-K.  In addition, we have filed the certification of our chief executive officer with the New York Stock Exchange ("NYSE") for 2008 as required pursuant to Section 303A.12(a) of the NYSE Listed Company Manual.  Our chief executive officer certified that he was not aware of any violation by us of the NYSE's corporate governance listing standards as of the date of the certification.  

5

Item 1A.  Risk Factors

Set forth below are the risk factors that we believe are material to our investors.  The occurrence of any of the risks discussed in this Annual Report on Form 10-K could have a material adverse effect on our business, financial condition, results of operations and ability to pay distributions.

We compete with numerous other parties or entities for real estate and tenants.  We compete with numerous other persons or entities seeking to buy real estate assets, or to attract tenants to properties we already own, including REITs or other real estate operating companies.  These persons or entities may have greater experience and financial strength.  There is no assurance that we will be able to acquire additional real estate assets or attract tenants on favorable terms, if at all.  For example, our competitors may be willing to purchase properties at prices that result in yields below what we believe is our minimum required yield or may offer space at properties that compete with ours at rental rates below our existing rates, causing us to lose existing or potential tenants and pressuring us to reduce our rental rates to retain existing tenants or convince new tenants to lease space at our properties.  

Our performance and value are subject to risks associated with our real estate assets and with the real estate industry.  Our economic performance and the value of our real estate assets, and consequently the value of your shares, are subject to the risk that if our properties do not generate revenues sufficient to meet our operating expenses, including debt service and capital expenditures, our cash flow and ability to pay distributions to you will be adversely affected.  The following factors, among others, may adversely affect the income generated by our properties:  

·

downturns in the national, regional and local economic climate;

·

competition from other retail properties;

·

local real estate market conditions, such as oversupply or reduction in demand for retail properties;

·

changes in interest rates and availability of financing;

·

vacancies, changes in market rental rates and the need to periodically repair, renovate and re-lease space;

·

increased operating costs, including, but not limited to, insurance expense, utilities, real estate taxes, state and local taxes, and heightened security costs;

·

civil disturbances, natural disasters, or terrorist acts or acts of war which may result in uninsured or underinsured losses;

·

significant expenditures associated with each investment, such as debt service payments, real estate taxes, insurance and maintenance costs which are generally not reduced when circumstances cause a reduction in revenues from properties; and

·

declines in the financial condition of our tenants and our ability to collect rents from our tenants.

6

Severe dislocation in global market will likely have a negative impact on our performance.  The U.S. and global credit markets have experienced severe dislocations and liquidity disruptions which have had, and may continue to have, a negative impact on our ability to acquire real estate and other assets at purchase prices and with financing terms acceptable to us.  These conditions could also negatively impact the financial condition of tenants that occupy space at our investment properties as well as their ability to pay us rents.  We believe the risks associated with our business are more severe during periods of economic slow down or recession particularly if these periods are accompanied by declining values in real estate.  A prolonged recession could negatively impact the value of our assets, as well as increase the number of tenants defaulting under their leases, generally lower demand for our space which would lead to an over supply of rentable space, the demand for increases in rental concessions and tenant expenditures as well as reduced rental rates to maintain or minimize the decrease in tenant occupancy.

Tenants may fail to pay their rent, declare bankruptcy or seek to restructure their leases.  We derive substantially all of our revenue from leasing space at our investment properties.  Thus, our results have been negatively affected by the failure of tenants to pay rent when due.  We may experience substantial delays and expense enforcing rights against tenants who do not pay their rent or who seek the protection of the bankruptcy laws. Even if a tenant did not seek the protection of the bankruptcy laws, the tenant may from time to time experience a downturn in its business which may weaken its financial condition and its ability to make rental payments when due, leading these tenants to seek revisions to their leases.

There continues to be concern surrounding the state of the economy.  We have experienced an increase in store closings and national tenant bankruptcies as well as local tenants showing the signs of stress at our properties.  For example, evictions are becoming more numerous and requests for rent reductions are becoming more frequent.  In this current economic environment, it is becoming more challenging to renew leases at rates above the expiring leases as well as to find new tenants to fill vacancies at rental rates consistent with our historical experience.

Leases on approximately 9% of total leased square feet in our consolidated portfolio and approximately 3% in our unconsolidated portfolio expire during 2009.  As leases expire, we may not be able to renew or re-lease space at rates comparable to, or better than, the rates contained in the expiring leases.  Leases on approximately 931,000 square feet, or approximately 9% of total leased square feet of 9,914,144 in our consolidated portfolio, will expire prior to December 31, 2009.  Leases on approximately 112,000 square feet, or approximately 3% of total leased square feet of 3,513,199 in our unconsolidated portfolio, will expire prior to December 31, 2009.  If we fail to renew or re-lease space at rates that are at least comparable to the rates on expiring leases, revenues at the impacted properties will decline.  Further, we may have to spend significant sums of money to renew or re-lease space covered by expiring leases.  

Property taxes may increase.  We are required to pay taxes based on the assessed value of our investment properties determined by various taxing authorities such as state or local governments.  These taxing authorities may increase the tax rate imposed on a property or may reassess property value, either of which would increase the amount of taxes due on that property.

Our investment in preferred and common equity securities have, and may in the future, negatively impact our results.  To enhance the yields available to us on our cash balances, we have invested in a portfolio of preferred and common equity securities issued by other REIT and non-REIT companies.  As of December 31, 2008, the balance of our investment securities was $8,429, net of an unrealized loss of $1,957.  Due to the well publicized severe dislocations and liquidity disruptions taking place in the U.S. and global credit and equity markets, the trading price of these securities has declined significantly.  As a result, for the year ended December 31, 2008, we recorded an other than temporary impairment charge of approximately $12,043 related to our investment in these securities.  The other than temporary impairment charge was determined primarily based upon the length of time over which these securities had experienced a decline in market value as well as the severity of the decline.  As of December 31, 2008, we also recorded a net unrealized gain of approximately $2,296 in other comprehensive income related to these investments in our consolidated statements of operations and other comprehensive income.  We may have to recognize additional impairment charges or losses related to these investments in future periods.

7

We face risks associated with property acquisitions.  We have acquired, and may continue to acquire properties and portfolios of properties, including large properties that could increase our size and result in alterations to our capital structure.  Our acquisition activities and their success are subject to the following risks:  

·

we may be unable to obtain financing for acquisitions on favorable terms or at all;

·

acquired properties may fail to perform as expected;

·

the actual costs of repositioning and redeveloping acquired properties may be higher than our estimates;

·

acquired properties may be located in new markets where we may face risks associated with a lack of market knowledge or understanding of the local economy, lack of business relationships in the area and unfamiliarity with local governmental and permitting procedures; and

·

we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations.

Acquired properties may expose us to unknown liability.  We may acquire properties subject to known and unknown liabilities and without any recourse, or with only limited recourse.  As a result, if a liability were asserted against us based upon ownership of those properties, we might have to pay substantial sums to settle it.  Unknown liabilities with respect to acquired properties might include:  

·

liabilities for clean-up of undisclosed environmental contamination;

·

claims by tenants, vendors or other persons against the former owners of the properties;

·

liabilities incurred in the ordinary course of business; and

·

claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.

We may not be able to quickly vary our portfolio.  Investments in real estate are relatively illiquid.  Except in certain circumstances, in order to continue qualifying as a REIT, we are subject to rules and regulations that limit the ability to sell investment properties within a short period of time.

Failure to Qualify as a REIT.  We may fail to qualify as a REIT if, among other things:

·

less than 75% of the value of our total assets consists of cash and cash items (including receivables), real estate assets (including mortgages and interests in mortgages) and government securities at the close of each fiscal quarter;

·

securities of any one issuer (other than permitted securities, such as government securities or mortgages) represent more than 5% of the value of our total assets; however, up to 20% of the value of our total assets (25% for taxable years beginning after July 30, 2008) may be represented by securities of one or more taxable REIT subsidiaries;

·

we own more than 10% of the outstanding voting securities of any one issuer or more than 10% of the value of the outstanding securities of a single issuer other than certain permitted securities, such as government securities or mortgages, and  securities in a taxable REIT subsidiary;

8

·

less than 75% of our gross income (excluding income from prohibited transactions) is derived from real estate sources.  These sources include mortgage interest, rents from real property, amounts received as consideration to enter into real estate leases or to make a loan secured by a mortgage and gains from the sale of real estate assets;

·

less than 95% of our gross income is derived from the income items included in the 75% test and also includes interest income, dividend income and gains from the sale of securities; or

·

we fail to distribute at least 90% of our taxable income, subject to certain adjustments, to stockholders.

If we fail to qualify as a REIT in any taxable year, our operations and distributions to stockholders will be adversely affected.  We intend to operate so as to continue qualifying as a REIT under the Code. A REIT generally is not taxed at the corporate level on income it currently distributes to its stockholders. Qualification as a REIT involves the application of highly technical and complex rules for which there are only limited judicial or administrative interpretations. The determination of various factual matters and circumstances is not entirely within our control and may affect our ability to qualify, or continue to qualify, as a REIT. In addition, new legislation, new regulations, administrative interpretations or court decisions could significantly change the tax laws with respect to qualifying as a REIT or the federal income tax consequences of qualification.

If we were to fail to qualify as a REIT in any taxable year and were not entitled to relief under the Code:

·

we would not be allowed to deduct dividends paid to stockholders when computing our taxable income;

·

we would be subject to federal (including any applicable alternative minimum tax) and state income tax on our taxable income at regular corporate rates;

·

we would be disqualified from being taxed as a REIT for the four taxable years following the year during which we failed to qualify, unless entitled to relief under certain statutory provisions;

·

we would have less cash to pay distributions to stockholders; and

·

we may be required to borrow additional funds or sell some of our assets in order to pay corporate tax obligations we may incur as a result of being disqualified.

We face possible adverse changes in tax laws.  From time to time, changes in federal, state and local tax laws or regulations are enacted, which may result in an increase in our tax liability.  The shortfall in tax revenues at the federal, state and municipal government levels in recent years may lead to an increase in the frequency and size of these changes.  If these changes occur, we may be required to pay additional taxes on our income, property or net worth and may be assessed interest and penalties on such additional taxes.  

In certain circumstances, we may be subject to federal and state income taxes as a REIT, which would reduce our cash available to pay distributions.  Even if we maintain our status as a REIT, we may become subject to federal income taxes and related state taxes. For example, if we have net income from a “prohibited transaction,” we will incur taxes equal to the full amount of the income from the prohibited transaction. We may not be able to make sufficient distributions to avoid excise taxes applicable to REITs. We also may decide to retain income we earn from the sale or other disposition of our property and pay income tax directly on this income. In that event, our stockholders would be treated as if they earned that income and paid the tax on it directly. However, stockholders that are tax-exempt, such as charities or qualified pension plans, would have to file income tax returns to receive a refund of the income tax paid on their behalf. We also may be subject to state and local taxes on our income, property or net worth, either directly or at the level of the other companies through which we indirectly own our assets. Any federal or state taxes paid by us will reduce our cash available to pay distributions.

9

Distributions to tax-exempt investors may be classified as unrelated business tax income.   The Internal Revenue Code may classify distributions paid to a tax-exempt investor as unrelated business tax income, or UBTI, if the investor borrows money to purchase our shares.

If we pay distributions that exceed our cash flow from operations, we will have less funds available for other purposes and the amount of distributions may not be sustainable.  For the year ended December 31, 2007, we paid distributions totaling approximately $63,666.  Our net cash provided by operating activities was approximately $84,378.  In contrast for the year ended December 31, 2008, we paid distributions totaling approximately $64,713, but our net cash provided by operating activities declined to approximately $68,036.  To the extent that net cash provided by operating activities declines further we may be forced to consider reducing our distributions or the amount that we pay in cash in order to preserve a cushion between the amount of cash distributions paid and net cash provided by operating activities.  To the extent that we pay cash distributions exceeding net cash provided by operating activities, we will have less cash available for other purposes including acquiring new investment properties, funding capital expenditures on existing investment properties, funding cash requirements for our various joint ventures or repaying debt.  If these other requirements cannot be reduced, we will likely be forced to reduce the amount of our cash distributions.

In order to maintain our REIT status, we may be forced to borrow funds during unfavorable market conditions.  In order to maintain our REIT status, we may need to borrow funds on a short-term basis to meet the real estate investment trust distribution requirements, even if the then prevailing market conditions are not favorable for these borrowings.  To qualify as a REIT, we generally must distribute to our stockholders at least 90% of our taxable income, subject to certain adjustments, each year.  In addition, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years.  We may need short-term debt or long-term debt, proceeds from asset sales, creation of joint ventures or sale of common stock to fund required distributions as a result of differences in timing between the actual receipt of income and the recognition of income for federal income tax purposes, or the effect of non-deductible capital expenditures, the creation of reserves or required debt or amortization payments.

We often need to borrow money to finance our business.  Our ability to internally fund operating or capital needs is limited since we must distribute at least 90% of our taxable income, subject to certain adjustments, to stockholders to qualify as a REIT.  Consequently, we may have to borrow money to fund operating or capital needs or to satisfy the distribution requirements, imposed by the Code, to maintain status as a REIT.  Borrowing money to fund operating or capital needs exposes us to various risks.  For example, the investment properties may not generate enough cash to pay the principal and interest obligations on loans or we may violate a loan covenant that results in the lender accelerating the maturity date of a loan.  As of December 31, 2008, we owed a total of approximately $836,435.  Approximately $479,935 of this debt is secured by mortgages on our investment properties.  The remaining $356,500 is comprised of unsecured debt reflecting draws on our line of credit facility and borrowings under our term loan and convertible notes.  

If we fail to make timely payments on our debt, including those cases where a lender has accelerated the maturity date due to a violation of a loan covenant, the lenders could foreclose on the investment properties securing the loan and we could lose our entire investment on any foreclosed properties.  Once a loan becomes due, we must either pay the remaining balance or borrow additional money to pay off the maturing loan.  We may not, however, be able to obtain a new loan, or the terms of the new loan, such as the interest rate or payment schedule, may not be as favorable as the terms of the maturing loan.  Thus, we may be forced to sell a property at an unfavorable price to pay off the maturing loan or agree to less favorable loan terms.  In addition, we have limited availability under our line of credit facility which may reduce our ability to borrow funds.  

10

A total of approximately $49,084 and $335,938 of our indebtedness, including required monthly principal amortization, matures on or before December 31, 2009 and 2010, respectively.  We intend to retire all 2009 maturities with operating cash and draws on our line of credit facility.  There is no assurance that we will generate excess cash flow from operations or have availability under our line to retire this debt.  Subsequent to the end of the year, we have retired $41,085 of these maturities, using a $35,000 draw on our line of credit facility and operating cash.  

As of December 31, 2008, we owed approximately $249,842, or 30% of total outstanding debt, on indebtedness that bore interest at variable rates.  These rates are reset each month.  A 0.25% annualized increase in these variable rates would have increased our interest expense by approximately $625 for the year ended December 31, 2008.  We may borrow additional amounts that bear interest at variable rates.  If interest rates increase, the amount of interest that we would be required to pay on these borrowings will also increase.  Additionally, as lending requirements become stricter, we may find it difficult to encumber properties with terms similar to our current loan terms.  This could result in a decrease in the number of properties we are able to purchase or interest payments higher than what we have been accustomed to.

We have guaranteed approximately $42,600 of unconsolidated joint venture debt as of December 31, 2008.  These guarantees are in effect for the entire term of each respective loan as set forth in the loan documents.  We would be required to make payments related to these guarantees upon the default of any of the provisions in the loan documents.  Approximately $86,512 of total unconsolidated joint venture debt matures during 2009.  We are engaged in discussions with the various lenders to extend or restructure this joint venture debt although there is no assurance that we, or our joint venture partners, will be able to restructure this debt on terms and conditions we find acceptable, if at all.  

Our degree of leverage could limit our ability to obtain additional financing or affect the market price of our common stock.  As of December 31, 2008, we had approximately $836,435 in total indebtedness outstanding on a consolidated basis (excluding unconsolidated joint venture debt).  Additionally, there was a total of approximately $487,221 of outstanding debt incurred by our unconsolidated joint ventures, of which our share was approximately $300,350. Debt to total market capitalization ratio, which measures total debt as a percentage of the aggregate of total debt plus the market value of outstanding equity securities, is often used by analysts to gauge leverage for REITs such as us.  Our debt to total market capitalization ratio was approximately 49.2%, excluding unconsolidated joint venture debt, and 56.8%, including our pro rata share of unconsolidated joint venture debt, as of December 31, 2008.  This ratio will increase with declines in our stock price which closed at $12.98 on December 31, 2008 or with increases in our borrowing, all of which could have an adverse effect on the trading price of our stock.  In addition, our degree of leverage could affect our ability to obtain additional financing for working capital, capital expenditures, acquisitions, development or other general corporate purposes.  Our degree of leverage could also make us more vulnerable to a downturn in business or the economy generally.  In addition, a greater amount of debt relative to our peer group could have a negative effect on our stock price.  

Covenants in our debt agreements could adversely affect our financial condition.  The mortgages on our properties contain customary covenants such as those that limit our ability, without the prior consent of the lender, to borrow additional monies secured by the property or to discontinue insurance coverage, among other things.  Covenants on our unsecured line of credit facility also limit our ability to incur indebtedness above certain levels and require us to satisfy certain conditions before borrowing, such as maintaining certain total debt to asset ratios, secured debt to total asset ratios, debt service coverage ratios and minimum ratios of unencumbered assets to unsecured debt.  If we breach covenants in our debt agreements, the lenders can declare a default and, if the debt is secured, can take possession of the property securing the defaulted loan.  Failure to comply with these covenants could cause a default under the applicable debt agreement, and we may then be required to repay this debt with capital from other sources.  Under those circumstances, other sources of capital may not be available to us, or be available only on unattractive terms.  Additionally, in the future our ability to satisfy current or prospective lenders' insurance requirements may be adversely affected if lenders generally insist upon greater insurance coverage against acts of terrorism than is available to us in the marketplace or on commercially reasonable terms.

11

To hedge against interest rate fluctuations, we may use derivative financial instruments that may be costly and ineffective and may reduce the overall returns on your investment.  From time to time, we have used and may, in the future, use derivative financial instruments to hedge exposures to changes in interest rates on loans secured by our assets.  Derivative instruments may include interest rate swap contracts, interest rate cap or floor contracts, futures or forward contracts, options or repurchase agreements.  Our actual hedging decisions will be determined in light of the facts and circumstances existing at the time of the hedge and may differ from our currently anticipated hedging strategy.

To the extent that we use derivative financial instruments to hedge against interest rate fluctuations, we will be exposed to credit risk, basis risk and legal enforceability risks.  In this context, credit risk is the failure of the counterparty to perform under the terms of the derivative contract.  If the fair value of a derivative contract is positive, the counterparty owes us, which creates credit risk for us.  Basis risk occurs when the index upon which the contract is based is more or less variable than the index upon which the hedged asset or liability is based, thereby making the hedge less effective.   Finally, legal enforceability risks encompass general contractual risks including the risk that the counterparty will breach the terms of, or fail to perform its obligations under, the derivative contract.  We do not believe the risk of counterparty nonperformance is material due to the current economic conditions.

The use of derivative financial instruments may reduce the overall returns on our investments in unconsolidated joint ventures.  During the year ended December 31, 2007, we entered into swap contracts to hedge our interest rate risk through our unconsolidated joint ventures and our pro rata share of the incurred losses was $368.  No such losses were recorded during the year ended December 31, 2008.  Additionally, during the years ended December 31, 2008 and 2007, we have recorded our pro rata share of unrealized losses on these swaps of $197 and $81, respectively.  These losses are included as a component of other comprehensive income on the accompanying consolidated financial statements.

Our objectives may conflict with those of our joint venture partners.  We own certain of our investment properties, through joint ventures with third parties.  In some cases, we control the joint venture and in some cases we are a minority partner.  Investments in joint ventures involve risks that are not otherwise present with properties which we own entirely.  For example, a joint venture partner may file for bankruptcy protection or may have economic or business interests or goals which are inconsistent with our goals or interests.  Further, although we may own a controlling interest in a joint venture and may have authority over major decisions such as the sale or refinancing of investment properties, we may have fiduciary duties to the joint venture partners or the joint venture itself that may cause, or require, us to take or refrain from taking actions that we would otherwise take if we owned the investment properties outright.  Certain joint venture commitments require us to invest cash in non-operating property under development and in properties that do not necessarily meet our investment criteria but which are offered for syndication through our joint venture with IREX.  Capital has been committed for periods longer than expected since development timelines are longer and syndication velocity is slower than anticipated.

Third parties may be discouraged from making acquisition or other proposals that may be in stockholders' best interests.  Under our governing documents, no single person or group of persons (an entity is considered a person) may own more than 9.8% of our outstanding shares of common stock (unless permitted by the board).  Although the board may waive the application of these provisions to certain persons, they are not obligated to do so.  These provisions may prevent or discourage a third party from making a tender offer or other business combination proposal such as a merger, even if such a proposal would be in the best interest of the stockholders.

Changes in market conditions could adversely affect the market price of our common stock.  The trading price of our shares, like other publicly traded equity securities, depends on various market conditions that may change from time to time.  Among the market conditions that could affect the value of our common stock are the following:

·

the extent of investor interest in our securities;

12

·

the general reputation of real estate investment trusts and the attractiveness of our equity securities in comparison to other equity securities, including securities issued by other real estate based companies;

·

material economic concerns;

·

changes in tax laws;

·

our financial performance; and

·

general stock and bond market conditions.

Our common stock may trade at prices that are higher or lower than our net asset value per share of common stock.  If, among other things, our future earnings or cash distributions are less than expected, it is likely that the market price of our common stock will decline.

Further issuances of equity securities may be dilutive to current stockholders.  Our ability to execute our business strategy depends on our access to an appropriate blend of debt financing, including unsecured lines of credit and other forms of secured and unsecured debt and equity, including common and preferred equity.  Stockholders do not have a preemptive right to invest in any equity securities we may issue in the future and thus the interests of our existing stockholders would be diluted if additional equity securities are issued.  

Some potential losses are not covered by insurance.  We continue to monitor the state of the insurance market in general, and the scope and costs of coverage for acts of terrorism in particular, but we cannot anticipate what coverage will be available on commercially reasonable terms in future policy years.  There are other types of losses, such as from wars, acts of nuclear, biological or chemical terrorism or the presence of mold at our properties, for which we cannot obtain insurance at all or at a reasonable cost.  With respect to these losses and losses from acts of terrorism, earthquakes or other catastrophic events, if we experience a loss that is uninsured or that exceeds policy limits, we could lose the capital invested in the damaged properties, as well as the anticipated future revenues from those properties.  

Potential liability for environmental contamination could result in substantial costs.  Under federal, state and local environmental laws, ordinances and regulations, we may be required to investigate and clean up the effects of releases of hazardous or toxic substances or petroleum products at our properties simply because of our current or past ownership or operation of our real estate.  If unidentified environmental problems arise, we may have to make substantial payments because:

·

as owner or operator we may have to pay for property damage and for investigation and clean up costs incurred in connection with the contamination;

·

the law typically imposes clean up responsibility and liability regardless of whether the owner or operator knew of or caused the contamination;

·

even if more than one person may be responsible for the contamination, each person who shares legal liability under the environmental laws may be held responsible for all of the clean up costs; and

·

governmental entities and third parties may sue the owner or operator of a contaminated site for damages and costs.

These costs could be substantial and in extreme cases could exceed the value of the contaminated property.  The presence of hazardous or toxic substances or petroleum products or the failure to properly remediate contamination may materially and adversely affect our ability to borrow against, sell or rent an affected property.  

13

In addition, applicable environmental laws create liens on contaminated sites in favor of the government for damages and costs it incurs in connection with a contamination.  Changes in laws increasing the potential liability for environmental conditions existing at our properties, or increasing the restrictions on the handling, storage or discharge of hazardous or toxic substances or petroleum products or other actions may result in significant unanticipated expenditures.

Environmental laws also govern the presence, maintenance and removal of asbestos.  These laws require that owners or operators of buildings containing asbestos:

·

properly manage and maintain the asbestos;

·

notify and train those who may come into contact with asbestos; and

·

undertake special precautions, including removal or other abatement, if asbestos would be disturbed during renovation or demolition of a building.

These laws may impose fines and penalties on building owners or operators who fail to comply with these requirements and may allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos fibers.

Some of our properties are located in urban, industrial and previously developed areas where fill or current or historic industrial uses of the areas have caused site contamination.  It is our policy to retain independent environmental consultants to conduct Phase I environmental site assessments and asbestos surveys for each property we seek to acquire.  These assessments generally include a visual inspection of the properties and the surrounding areas, an examination of current and historical uses of the properties and the surrounding areas and a review of relevant state, federal and historical documents, but do not involve invasive techniques such as soil and ground water sampling.  Where appropriate, on a property-by-property basis, our practice is to have these consultants conduct additional testing, including sampling for asbestos, for lead in drinking water, for soil contamination where underground storage tanks are or were located or where other past site usage create a potential environmental problem, and for contamination in groundwater.  Even though these environmental assessments are conducted, there is still the risk that:

·

the environmental assessments and updates did not identify all potential environmental liabilities;

·

a prior owner created a material environmental condition that is not known to us or the independent consultants preparing the assessments;

·

new environmental liabilities have developed since the environmental assessments were conducted; and

·

future uses or conditions such as changes in applicable environmental laws and regulations could result in environmental liability for us.

Inquiries about indoor air quality may necessitate special investigation and, depending on the results, remediation beyond our regular indoor air quality testing and maintenance programs.  Indoor air quality issues can stem from inadequate ventilation, chemical contaminants from indoor or outdoor sources, and biological contaminants such as molds, pollen, viruses and bacteria.  Indoor exposure to chemical or biological contaminants above certain levels can be alleged to be connected to allergic reactions or other health effects and symptoms in susceptible individuals.  If these conditions were to occur at one of our properties, we may need to undertake a targeted remediation program, including without limitation, steps to increase indoor ventilation rates and eliminate sources of contaminants.  These remediation programs could be costly, necessitate the temporary relocation of some or all of the property's tenants or require rehabilitation of the affected property.

14

Compliance or failure to comply with the Americans with Disabilities Act or other safety regulations and requirements could result in substantial costs.  The Americans with Disabilities Act generally requires that public buildings, including shopping centers, be made accessible to disabled persons.  Noncompliance could result in the imposition of fines by the federal government or the award of damages to private litigants.  We may be required to invest substantial amounts of capital to make, among other things, substantial alterations in one or more of our properties, including the removal of access barriers, to comply with the Americans with Disabilities Act.

Our properties are also subject to various federal, state and local regulatory requirements, such as state and local fire and life safety requirements.  If we fail to comply with these requirements, we could incur fines or private damage awards.  We do not know whether existing requirements will change or whether compliance with future requirements will require significant unanticipated expenditures.

Item 1B.  Unresolved Staff Comments

As of the date of this Annual Report on Form 10-K, we had no outstanding unresolved comments from the Commission staff regarding our periodic or current reports.

15

Item 2.  Properties

As of December 31, 2008, we owned 125 investment properties, excluding unconsolidated joint ventures, comprised of 28 single-user retail properties, 57 Neighborhood Retail Centers, 16 Community Centers, and 24 Power Centers.  These investment properties are located in the states of Florida (1), Illinois (76), Indiana (7), Michigan (1), Minnesota (28), Missouri (1), Nebraska (1), Ohio (3), Tennessee (1) and Wisconsin (6).  Most tenants of the investment properties are responsible for the payment of some or all of the real estate taxes, insurance and common area maintenance.

Property		Gross Leasable Area (Sq Ft)		Date Acq.		Year Built/ Renovated		Financial Occupancy		Anchor Tenants (a)
Single-User Retail Properties
Bally's Total Fitness   St. Paul, MN		43,000		09/99		1998		100%		Bally's Total Fitness
Carmax   Schaumburg, IL		93,333		12/98		1998		100%		Carmax
Carmax   Tinley Park, IL		94,518		12/98		1998		100%		Carmax
Circuit City   Traverse City, MI		21,337		01/99		1998		0%		None
Cub Foods   Arden Hills, MN		68,442		03/04		2003		100%		Cub Foods
Cub Foods   Buffalo Grove, IL		56,192		06/99		1999		100%		Cub Foods
										(subleased to Great Eskape)
Cub Foods   Hutchinson, MN		60,208		01/03		1999		100%		Cub Foods (b)
Cub Foods   Indianapolis, IN		67,541		03/99		1991		100%		Cub Foods (b)
Cub Foods   Plymouth, MN		67,510		03/99		1991		100%		Cub Foods
Disney   Celebration, FL		166,131		07/02		1995		100%		Walt Disney World
Dominick's   Countryside, IL		62,344		12/97		1975 / 2001		100%		Dominick's Finer Foods
Dominick's   Glendale Heights, IL		68,879		09/97		1997		100%		Dominick's Finer Foods (b)
Dominick's   Hammond, IN		71,313		05/99		1999		100%		Dominick's Finer Foods
										(subleased to Food 4 Less)
Dominick's   Schaumburg, IL		71,400		05/97		1996		100%		Dominick's Finer Foods
Eckerd Drug Store   Chattanooga, TN		10,908		05/02		1999		100%		Eckerd Drug Store

16

Property		Gross Leasable Area (Sq Ft)		Date Acq.		Year Built/ Renovated		Financial Occupancy		Anchor Tenants (a)
Single-User Retail Properties
Hammond Mills f/k/a Hollywood Video   Hammond, IN		7,488		12/98		1998		100%		None
Home Goods Store   Coon Rapids, MN		25,145		10/05		2005		100%		Home Goods
Homewood Plaza   Homewood, IL		19,000		02/98		1993		100%		Office Depot
Michael's   Coon Rapids, MN		24,240		07/02		2001		100%		Michael's
PetsMart   Gurnee, IL		25,692		04/01		1997		100%		PetsMart
Pic 'N Save   Waupaca, WI		63,780		03/06		2002		100%		Pic 'N Save
Riverdale Commons Outlot   Coon Rapids, MN		6,566		03/00		1999		100%		None
Spingbrook Market   West Chicago, IL		78,158		01/98		1990		100%		Springbrook Market
Staples   Freeport, IL		24,049		12/98		1998		100%		Staples
The University of Phoenix   Merrillville, IN		18,018		05/08		2006		100%		The University of Phoenix
Tweeter Home Entertainment   Schaumburg, IL		9,988		09/99		1998		0%		None
Verizon   Joliet, IL		4,504		05/97		1995		100%		None
Walgreens   Jennings, MO		15,120		10/02		1996		100%		Walgreens (c)
Neighborhood Retail Centers
22nd Street Plaza Outlot   Oakbrook Terrace, IL		9,970		11/97		1985/2004		100%		None
Aurora Commons   Aurora, IL		126,908		01/97		1988		94%		Jewel Food Stores
Berwyn Plaza   Berwyn, IL		18,138		05/98		1983		100%		Justice Produce
Big Lake Town Square   Big Lake, MN		67,858		01/06		2005		94%		Coborn's Super Store
Brunswick Market Center   Brunswick, OH		119,540		12/02		1997 / 1998		98%		Buehler's Food Markets

17

Property		Gross Leasable Area (Sq Ft)		Date Acq.		Year Built/ Renovated		Financial Occupancy		Anchor Tenants (a)
Neighborhood Retail Centers
Butera Market   Naperville, IL		67,632		03/95		1991		99%		Butera Finer Foods
Byerly's Burnsville   Burnsville, MN		72,339		09/99		1988		100%		Byerly's Food Store
										Erik's Bike Shop
Caton Crossing   Plainfield, IL		83,792		06/03		1998		93%		Strack & Van Til
Cliff Lake Center   Eagan, MN		73,582		09/99		1988		87%		None
Downers Grove Market   Downers Grove, IL		104,449		03/98		1998		97%		Dominick's Finer Foods
Eastgate Shopping Ctr   Lombard, IL		131,601		07/98		1959 / 2000		79%		Schroeder's Ace Hardware
										Illinois State of  Secretary
Edinburgh Festival   Brooklyn Park, MN		91,536		10/98		1997		93%		Knowlan's Super Market
Elmhurst City Center   Elmhurst, IL		39,090		02/98		1994		100%		Walgreens (c)
Gateway Square   Hinsdale, IL		40,170		03/99		1985		97%		None
Golf Road Shopping Center   Niles, IL		26,109		04/97		1982		86%		None
Grand and Hunt Club   Gurnee, IL		21,222		12/96		1996		100%		None
Hartford Plaza   Naperville, IL		43,762		09/95		1995		100%		The Tile Shop
Hawthorn Village   Vernon Hills, IL		98,806		08/96		1979		99%		Dominick's Finer Foods
										Deal's
Hickory Creek Marketplace   Frankfort, IL		55,831		08/99		1999		97%		None
Iroquois Center   Naperville, IL		140,981		12/97		1983		96%		Sears Logistics Services
										Planet Fitness
										Xilin
										Big Lots
Mallard Crossing   Elk Grove Village, IL		82,929		05/97		1993		91%		Food 4 Less
Maple Grove Retail   Maple Grove, MN		79,130		09/99		1998		97%		Rainbow
Medina Marketplace   Medina, OH		72,781		12/02		1956 / 1999		98%		Giant Eagle, Inc

18

Property		Gross Leasable Area (Sq Ft)		Date Acq.		Year Built/ Renovated		Financial Occupancy		Anchor Tenants (a)
Neighborhood Retail Centers
Montgomery Plaza   f/k/a Goodyear   Montgomery, IL		12,903		09/95		1991		51%		None
Mundelein Plaza   Mundelein, IL		16,803		03/96		1990		90%		None
Nantucket Square   Schaumburg, IL		56,981		09/95		1980		85%		Go Play
Northgate Center   Sheboygan, WI		73,647		04/05		2003		98%		Piggly Wiggly
Oak Forest Commons   Oak Forest, IL		108,330		03/98		1998		95%		Food 4 Less
										Murray’s Discount Auto
Oak Forest Commons Ph III   Oak Forest, IL		7,424		06/99		1999		0%		None
Oak Lawn Town Center   Oak Lawn, IL		12,506		06/99		1999		100%		None
Orland Greens   Orland Park, IL		45,031		09/98		1984		90%		Shoe Carnival
										Dollar Tree
Orland Park Retail   Orland Park, IL		8,500		02/98		1997		80%		None
Park Square   Brooklyn Park, MN		137,109		08/02		1986 / 1988		87%		Fashion Bug
										Rainbow
Park St. Claire   Schaumburg, IL		11,859		12/96		1994		35%		None
Plymouth Collection   Plymouth, MN		40,815		01/99		1999		100%		Golf Galaxy
Quarry Outlot   Hodgkins, IL		9,650		12/96		1996		100%		None
River Square   Naperville, IL		58,260		06/97		1988		86%		None
Riverplace Center   Noblesville, IN		74,414		11/98		1992		96%		Kroger
										Fashion Bug
Rose Plaza   Elmwood Park, IL		24,204		11/98		1997		100%		Binny's
Rose Plaza East   Naperville, IL		11,658		01/00		1999		86%		None
Rose Plaza West   Naperville, IL		14,335		09/99		1997		71%		None

19

Property		Gross Leasable Area (Sq Ft)		Date Acq.		Year Built/ Renovated		Financial Occupancy		Anchor Tenants (a)
Neighborhood Retail Centers
Schaumburg Plaza   Schaumburg, IL		61,485		06/98		1994		94%		Sears Hardware
Shannon Square Shoppes   Arden Hills, MN		29,196		06/04		2003		100%		None
Shingle Creek   Brooklyn Center, MN		39,456		09/99		1986		97%		None
Shops at Coopers Grove   Country Club Hills, IL		72,518		01/98		1991		20%		None
Six Corners   Chicago, IL		80,650		10/96		1966/2005		95%		Bally Total Fitness
										Office Depot
St. James Crossing   Westmont, IL		49,994		03/98		1990		100%		None
Stuart's Crossing   St. Charles, IL		85,529		08/98		1999		93%		Jewel Food Stores
Townes Crossing Oswego, IL		105,989		08/02		1988		97%		Jewel Food Stores
V. Richard's Plaza   Brookfield, WI		107,952		02/99		1985		96%		V. Richards Market
										Guitar Center
										Hooters of America
Wauconda Crossing   Wauconda, IL		90,290		09/06		1997		99%		Dominick's (b)
										Walgreens
Wauconda Shopping Ctr   Wauconda, IL		34,137		05/98		1988		84%		Dollar Tree
West River Crossing   Joliet, IL		32,452		08/99		1999		79%		None
Western & Howard   Chicago, IL		11,974		04/98		1985		100%		None
Winnetka Commons   New Hope, MN		42,415		07/98		1990		91%		Frattalone's Hardware
Wisner/Milwaukee Plaza   Chicago, IL		14,426		02/98		1994		100%		None
Woodland Heights   Streamwood, IL		120,436		06/98		1956/1997		88%		Jewel Food Stores
										U.S. Postal Service
Community Centers
Apache Shoppes   Rochester, MN		60,780		12/06		2005/2006		56%		Cost Plus World Market

20

Property		Gross Leasable Area (Sq Ft)		Date Acq.		Year Built/ Renovated		Financial Occupancy		Anchor Tenants (a)
Community Centers
Bergen Plaza   Oakdale, MN		262,720		04/98		1978		90%		K-Mart
										Rainbow
										Dollar Tree
Bohl Farm Marketplace   Crystal Lake, IL		97,287		12/00		2000		65%		Dress Barn
										Barnes & Noble
Burnsville Crossing   Burnsville, MN		97,310		09/99		1989		89%		Schneiderman's Furniture
										PetsMart
Chestnut Court Darien, IL		170,027		03/98		1987		67%		Office Depot
										Powerhouse Gym
										Loyola Medical Center
										Factory Card Outlet
Four Flaggs Annex   Niles, IL		21,425		11/02		1973 / 2001		100%		Factory Card Outlet
Four Flaggs   Niles, IL		306,661		11/02		1973 / 1998		89%		Ashley Furniture
										Jewel Food Stores
										Global Rehabilitation
										Sweet Home Furniture
										Jo-Ann Fabrics
										Office Depot
										PetsMart
Lake Park Plaza   Michigan City, IN		229,639		02/98		1990		91%		Wal-Mart
										Jo-Ann Fabrics
										Hobby Lobby
										Factory Card Outlet
Park Center Plaza   Tinley Park, IL		194,599		12/98		1988		90%		Central Grocers
										Bally's Total Fitness
										The Furniture Box
										Chuck E. Cheese
										Old Country Buffet
Quarry Retail   Minneapolis, MN		281,648		09/99		1997		99%		Home Depot
										Rainbow
										PetsMart
										Office Max
										Old Navy
										Party City
Skokie Fashion Square   Skokie, IL		84,580		12/97		1984		80%		Office Depot
Skokie Fashion Square II   Skokie, IL		7,151		11/04		1984		100%		None
Springboro Plaza Springboro, OH		154,034		11/98		1992		100%		K-Mart
										Kroger
Two Rivers Plaza   Bolingbrook, IL		57,900		10/98		1994		100%		Marshall's
										Factory Card Outlet

21

Property		Gross Leasable Area (Sq Ft)		Date Acq.		Year Built/ Renovated		Financial Occupancy		Anchor Tenants (a)
Community Centers
Village Ten   Coon Rapids, MN		211,472		08/03		2002		97%		Lifetime Fitness
										Cub Foods
										Dollar Tree Stores
Woodland Commons   Buffalo Grove, IL		170,122		02/99		1991		95%		Dominick's Finer Foods
										Jewish Community Center
Power Centers
Baytowne Shoppes/Square   Champaign, IL		118,542		02/99		1993		93%		Staples
										PetsMart
										Famous Footwear
										Factory Card Outlet
Crystal  Point   Crystal Lake, IL		339,898		07/04		1976/1998		99%		Best Buy
										K-Mart
										Bed, Bath & Beyond
										The Sports Authority
										Cost Plus
										Borders Books
										Office Depot
Deer Trace   Kohler, WI		149,881		07/02		2000		98%		Elder Beerman
										TJ Maxx
										Michael's
										Dollar Tree
Deer Trace II   Kohler, WI		24,410		08/04		2003/2004		100%		None
Joliet Commons   Joliet, IL		158,922		10/98		1995		100%		Cinemark
										PetsMart
										Barnes & Noble
										Christmas Outlet
										Old Navy
										MC Sports
										Old Country Buffet
Joliet Commons Ph II   Joliet, IL		40,395		02/00		1999		100%		Office Max
Lansing Square   Lansing, IL		233,508		12/96		1991		87%		Sam's Club
										Bargain Books
										Sweet Home Furniture
Mankato Heights   Mankato, MN		155,173		04/03		2002		100%		TJ Maxx
										Michael's
										Old Navy
										Pier One
										Petco
										Famous Footwear