Common use of Not a Separate Entity Clause in Contracts

Not a Separate Entity. Nothing contained herein shall constitute you and/or the Soliciting Dealers or any of them an association, partnership, limited liability company, unincorporated business or other separate entity. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return it to us, whereupon this instrument will become a binding agreement between you and the Company in accordance with its terms. Inland Western Retail Real Estate Trust, Inc., a Maryland corporation By: ------------------------------------------- Title: Chairman ---------------------------------------- Accepted as of the date first above written: Inland Securities Corporation By: ----------------------------- Title: President -------------------------- EXHIBIT A TO DEALER MANAGER AGREEMENT INLAND WESTERN RETAIL REAL ESTATE TRUST, INC. FORM OF SOLICITING DEALERS AGREEMENT Ladies and Gentlemen: We have entered into an agreement (the "Dealer Manager Agreement") which is a part hereof and attached hereto, with Inland Western Retail Real Estate Trust, Inc., a Maryland corporation (the "Company"), under which we have agreed to use our best efforts to solicit subscriptions for the shares of common stock (the "Shares") in the Company. The Company is offering to the public an aggregate maximum of up to 250,000,000 Shares at a price of $10.00 per Share on a "best efforts" basis and up to 20,000,000 Shares issued pursuant to the Company's distribution reinvestment program at a price of $9.50 per Share (the "Offering"). In connection with the performance of our obligations under Section 2 of the Dealer Manager Agreement, we are authorized to retain the services of securities dealers who are members of the National Association of Securities Dealers, Inc. (the "Soliciting Dealers") to solicit subscriptions. You are hereby invited to become a Soliciting Dealer and, as such, to use your best efforts to solicit subscribers for Shares, in accordance with the following terms and conditions: 1. A registration statement (the "Registration Statement") with respect to the 270,000,000 Shares has been filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), and has become effective. The 270,000,000 Shares and the Offering are more particularly described in the enclosed prospectus (the "Prospectus") which is part of the Registration Statement. Additional copies of the Prospectus will be supplied to you in reasonable quantities upon request and may be provided to you in electronic version by us or by the Company. We will also provide you with reasonable quantities of any supplemental literature prepared by the Company in connection with the offering of the Shares (the "Offering"). 2. Solicitation and other activities by the Soliciting Dealers hereunder shall be undertaken only in accordance with the Dealer Manager Agreement, this Agreement, the Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the applicable rules and regulations of the Commission, the Blue Sky Survey hereinafter referred to and the Rules of the National Association of Securities Dealers, Inc. (the "NASD"), specifically including, but not in any way limited to, NASD Rules 2440, 2730, 2740, and 2750. In offering the sale of Shares to any person, each Soliciting Dealer shall have reasonable grounds to believe (based on such information as the investment objectives, other investments, financial situation and needs of the person or any other information known by you after due inquiry) that: (i) such person is or will be in a financial position appropriate to enable such person to realize to a significant extent the benefits described in the Prospectus and has a net worth sufficient to sustain the risks inherent in the program, including loss of investment and lack of liquidity; (ii) the purchase of the Shares is otherwise suitable for such person, and each Soliciting Dealer shall maintain records disclosing the basis upon which each Soliciting Dealer determined the suitability of any persons offered

Not a Separate Entity. Nothing contained herein shall constitute you and/or the Soliciting Dealers or any of them as an association, partnership, limited liability company, unincorporated business or other separate entity. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. If the foregoing is in accordance with your understanding of our agreement, agreement kindly sign and return it to us, whereupon this instrument will become a binding agreement between you and the Company in accordance with its terms. Inland Western Retail Real Estate TrustAMERICAN CHURCH MORTGAGE COMPANY a Minnesota corporation -------------------------------------------- ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Inc., a Maryland corporation By: ------------------------------------------- Title: Chairman ---------------------------------------- President Accepted as of the date first above written: Inland Securities Corporation By: ----------------------------- Title: President -------------------------- EXHIBIT A TO DEALER MANAGER AGREEMENT INLAND WESTERN RETAIL REAL ESTATE TRUSTAMERICAN INVESTORS GROUP, INC. FORM OF ----------------------------------- ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President AMERICAN CHURCH MORTGAGE COMPANY SOLICITING DEALERS AGREEMENT Ladies and Gentlemen: We have entered into an agreement (the "Dealer Manager Underwriting Agreement") which is a part hereof and attached hereto, with Inland Western Retail Real Estate Trust, Inc.American Church Mortgage Company, a Maryland Minnesota corporation (the "CompanyCorporation"), under which we have agreed to use our best efforts to solicit subscriptions for the shares of common stock Common Stock (the "Shares") in the CompanyCorporation. The Company Corporation is offering to the public an aggregate maximum of up to 250,000,000 1,500,000 Shares at a price of $10.00 per Share on a "best efforts" basis and up to 20,000,000 Shares issued pursuant to the Company's distribution reinvestment program at a price of $9.50 10 per Share (the "Offering"). In connection with the performance of our obligations under Section 2 of the Dealer Manager Underwriting Agreement, we are authorized to retain use the services of securities dealers who are members of the National Association of Securities Dealers, Inc. (the "Soliciting Dealers") to solicit subscriptions. You are hereby invited to become a Soliciting Dealer and, as such, to use your best efforts to solicit subscribers for Shares, in accordance with the following terms and conditions: 1. A registration statement (the "Registration Statement") with respect to the 270,000,000 1,650,000 Shares has been filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), and has become effective. Of these Shares only 1,500,000 are being offered to the public pursuant to the enclosed prospectus (the "Prospectus"). The 270,000,000 1,500,000 Shares and the Offering are more particularly described in the enclosed prospectus (the "Prospectus") Prospectus which is part of the Registration Statement. Additional copies of the Prospectus will be supplied to you in reasonable quantities upon request and may be provided to you in electronic version by us or by the Companyrequest. We will also provide you with reasonable quantities of any supplemental literature prepared by the Company Corporation in connection with the offering of the Shares (the "Offering")Shares. 2. Solicitation and other activities by the Soliciting Dealers hereunder shall be undertaken only in accordance with the Dealer Manager Agreement, this Agreement, the Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the applicable rules and regulations of the Commission, the Blue Sky Survey hereinafter referred to and the Rules of the National Association of Securities Dealers, Inc. (the "NASD"), specifically including, but not in any way limited to, NASD Rules 2440, 2730, 2740, and 2750. In offering the sale of Shares to any person, each Soliciting Dealer shall have reasonable grounds to believe (based on such information as the investment objectives, other investments, financial situation and needs of the person or any other information known by you after due inquiry) that: (i) such person is or will be in a financial position appropriate to enable such person to realize to a significant extent the benefits described in the Prospectus and has a net worth sufficient to sustain the risks inherent in the program, including loss of investment and lack of liquidity; (ii) the purchase of the Shares is otherwise suitable for such person, and each Soliciting Dealer shall maintain records disclosing the basis upon which each Soliciting Dealer determined the suitability of any persons offered

Not a Separate Entity. Nothing contained herein shall constitute you and/or or the Soliciting Dealers or any of them an association, partnership, limited liability company, unincorporated business or other separate entity. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return it to us, whereupon this instrument will become a binding agreement between you and the Company in accordance with its terms. Inland Western Retail Real Estate TrustINLAND DIVERSIFIED REAL ESTATE TRUST, Inc.INC., a Maryland corporation A MARYLAND CORPORATION By: ------------------------------------------- Name: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Title: Chairman ---------------------------------------- President Accepted as of the date first above written: Inland Securities Corporation By: ----------------------------- Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President -------------------------- EXHIBIT A TO DEALER MANAGER AGREEMENT INLAND WESTERN RETAIL REAL ESTATE TRUST«DD_CONTACT» «BD» «SUITE» «ADDRESS» «CITY», INC. FORM OF SOLICITING DEALERS AGREEMENT Ladies and Gentlemen«STA» «ZIP» Dear «▇▇▇»: We have entered into an agreement (the "Dealer Manager Agreement") agreement, which is a part hereof and attached hereto, with Inland Western Retail Diversified Real Estate Trust, Inc., a Maryland corporation (the "“Company"”), under which we have agreed to use our best efforts to solicit subscriptions for the shares of the Company’s common stock (the "Shares") in the Company“Dealer Manager Agreement”). The Company is offering to the public an aggregate maximum of up to 250,000,000 700,000,000 Shares at a price of $10.00 per Share on a "“best efforts" ” basis and up to 20,000,000 50,000,000 Shares issued pursuant to the Company's ’s distribution reinvestment program plan at a price of $9.50 per Share (collectively, the "“Offering"”). Capitalized terms used but not defined herein shall have the meanings set forth in the Prospectus as defined in the Dealer Manager Agreement. In connection with the performance of performing our obligations under Section 2 of the Dealer Manager Agreement, we are authorized to retain the services of securities dealers who are members (each, a “Soliciting Dealer”) of the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc. (the "Soliciting Dealers"“FINRA”) to solicit subscriptions. You are hereby invited to become a Soliciting Dealer and, as such, to use your best efforts to solicit subscribers for Shares, Shares in accordance with the following terms and conditions: 1. A registration statement (the "“Registration Statement"”) with respect to the 270,000,000 Shares has been filed with the Securities and Exchange Commission (the "“Commission"”) under the Securities Act of 1933, as amended (the "“Act"”), and has become effective. The 270,000,000 750,000,000 Shares and the Offering are more particularly described in the enclosed prospectus (the "Prospectus") , which is part of the Registration Statement. Additional copies of the Prospectus will be supplied to you in reasonable quantities upon request and may be provided to you in electronic version by us or by the Company. We will also provide you with reasonable quantities of any supplemental literature prepared or approved by the Company for use in connection with the offering of the Shares (the "Offering"). 2. Solicitation (a) You may undertake solicitation and other activities by the Soliciting Dealers hereunder shall be undertaken only in accordance with the Dealer Manager Agreement, this Soliciting Dealer Agreement (this “Agreement”), the Act, the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), (a) a minimum annual gross income of at least $70,000 and a minimum net worth (excluding home, home furnishings and automobiles) of at least $70,000; or (b) a minimum net worth of at least $250,000 (excluding home, home furnishings and automobiles); or (2) the suitability standards set forth in the Subscription Agreement attached as Appendix C-1 to the Prospectus (the “Subscription Agreement”) and the Prospectus for investors residing in certain states. You shall maintain, for at least six years, a record of the information obtained to determine that an investor meets the suitability standards imposed on the offer and sale of the Shares (both at the time of the initial subscription and at the time of any additional subscriptions) and a representation from the investor that the investor is investing for the investor’s own account or, in lieu of such representation, information indicating that the investor for whose account the investment was made satisfied the suitability standards. (b) In addition to the requirements set forth in Section 2(a) hereof, if the investor is a resident of Alabama, Kentucky, Massachusetts, Michigan, Missouri or Pennsylvania, the investor’s investment in the Shares may not exceed ten percent (10%) of the investor’s liquid net worth, which may be defined as the remaining balance of cash and other assets easily converted to cash, after subtracting the investor’s total liabilities from its total assets; (c) In addition to the requirements set forth in Section 2(a) hereof, if the investor is a resident of Ohio, the investor’s investment in the Shares and the common stock of other real estate programs sponsored by Inland Real Estate Investment Corporation may not exceed ten percent (10%) of the investor’s liquid net worth, which may be defined as the remaining balance of cash and other assets easily converted to cash, after subtracting the investor’s total liabilities from its total assets; (d) In addition to the requirements set forth in Section 2(a) hereof, the Office of the Kansas Securities Commissioner recommends that an investor’s aggregate investment in the Shares and similar direct participation investments should not exceed ten percent (10%) of the investor’s liquid net worth. For these purposes, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable securities; (e) In addition to the requirements set forth in Section 2(a) hereof, the Iowa Securities Bureau recommends that an investor’s aggregate investment in our securities and similar direct participation investments should not exceed ten percent (10%) of the investor’s liquid net worth. For these purposes, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable securities; and (f) You shall: (i) deliver to each person who subscribes for the Shares, a Prospectus, as then supplemented or amended, prior to the tender of his or her Subscription Agreement; (ii) comply promptly with the written request of any person for a copy of the Prospectus during the period between the effective date of the Registration Statement and the later of the termination of the distribution of the Shares or the expiration of ninety (90) days after the first date upon which the Shares were offered to the public; (iii) deliver, in accordance with applicable law or as prescribed by any state securities administrator, to any person a copy of any prescribed document included within the Registration Statement; and (iv) maintain in your files for at least six years, documents disclosing the basis upon which you determined the suitability of each purchaser of Shares. If you intend to electronically deliver the Prospectus to any person, you shall comply with all requirements promulgated by the Commission for electronic delivery. (a) Subject to the terms and conditions set forth herein and in the Dealer Manager Agreement, we shall pay to you a selling commission equal to seven percent (7.0%) of the price paid per Share for all Shares sold (except for Special Sales (as defined below)) on a “best efforts” basis for which you have acted as Soliciting Dealer pursuant to this Agreement. Any selling commission earned by you shall be payable to you by us solely from the proceeds of selling commissions paid to us by the Company for the sale of its Shares, and will not be paid until any and all commissions payable by the Company to us have been received by us. (b) Notwithstanding the provisions set forth above, with respect to investors making an initial cash investment or, in the aggregate, combined additional investments of at least $250,000 through you as Soliciting Dealer, we shall pay your selling commissions in accordance with the following schedule: 1% $ 250,000 $ 499,999 6 % 2% $ 500,000 $ 999,999 5 % 3% $ 1,000,000 $ 2,499,999 4 % 4% $ 2,500,000 $ 4,999,999 3 % 5% $ 5,000,000 $ 9,999,999 2 % 6% $ 10,000,000 and over 1 % Any reduction in the amount of the selling commissions in respect of volume discounts received will be credited to the investor in the form of additional whole Shares with any fractional Shares being rounded up to the nearest whole number. Selling commissions will not be paid on any Shares in respect of a volume discount. (i) To the extent reasonably practicable, you shall combine purchases for the purpose of qualifying for a volume discount and crediting a purchaser or purchasers with additional Shares for the above described volume discount; provided that all combined purchases are made through you and approved by the Company. For these purposes, the Company will combine subscriptions made in the Offering by the same purchaser with other subscriptions in the Offering for the purpose of computing amounts invested. Purchases by individuals within a “primary household group” also will be combined and purchases by any investor may be combined with other purchases of Shares to be held as a joint tenant or a tenant in common. For these purposes, a “primary household group” includes the purchaser, the purchaser’s spouse or “domestic or life partner” and all of the purchaser’s unmarried children under the age of twenty-one (21). For primary household group purposes, “domestic or life partners” means any two unmarried same-sex or opposite-sex individuals who are unrelated by blood, maintain a shared primary residence or home address, and have joint property or other insurable interests. Purchases by tax-exempt or non tax-exempt entities may be combined with purchases by other tax-exempt entities for purposes of computing amounts invested if investment decisions are made by the same person, provided that if the investment decisions are made by an independent investment adviser, that investment adviser may not have any direct or indirect beneficial interest in any of the tax-exempt entities who seek to combine purchases. You acknowledge and agree that purchases by entities required to pay federal income tax that are combined with purchases by other entities not required to pay federal income tax for purposes of computing amounts invested may have adverse tax consequences to the investor and shall advise the investor accordingly. The investor must ▇▇▇▇ the “Additional Investment” space on the Subscription Agreement signature page in order for purchases to be combined. The Company is not responsible for failing to combine purchases if the investor fails to ▇▇▇▇ the “Additional Investment” space. (ii) In the case of subsequent investments or combined investments, a volume discount will be given only on the portion of the subsequent or combined investment that caused the investment to exceed the breakpoint. For example, a person investing $50,000 who previously invested $240,000 may combine these amounts to reach the $250,000 breakpoint entitling the person to a lower sales commission on the $50,000 investment. If the Subscription Agreements for the purchases to be combined are submitted at the same time, then the additional Shares to be credited to the purchasers as a result of the combined purchases will be credited on a pro rata basis. If the Subscription Agreements for the purchases to be combined are not submitted at the same time, then any additional Shares to be credited as a result of the combined purchases will be credited to the last component purchase unless the Company is otherwise directed in writing at the time of the submission; except however, the additional Shares to be credited to any tax-exempt entities whose purchases are combined for purposes of the volume discount will be credited only on a pro rata basis based on the amount of the investment of each tax-exempt entity and their combined purchases. (d) Notwithstanding the above, in no event shall any investor receive a discount greater than five percent (5.0%) on any purchase of Shares if the investor owns, or may be deemed to own, any Shares prior to subscribing. This restriction may limit the amount of the volume discount after the purchaser’s initial purchase and the amount of additional Shares that may be credited to a purchaser as a result of combining purchases. (e) You also may receive (i) a marketing contribution in an amount equal to a maximum of one and one-half percent (1.5%) of the price per Share for all Shares sold on a “best efforts” basis for which you have acted as Soliciting Dealer hereunder and (ii) a reimbursement for any bona fide out-of-pocket, itemized and detailed due diligence expenses in an amount not to exceed one-half percent (0.5%) of the price per Share for all Shares sold on a “best efforts” basis for which you have acted as Soliciting Dealer hereunder, which may be reimbursed, in the Company’s sole discretion, from amounts paid as the Marketing Contribution or from Issuer Costs (as defined in Section 6 of the Dealer Manager Agreement). We may advance to you certain marketing expenses for items such as Soliciting Dealer conferences. Any such advances incurred by you will be later deducted from any marketing contribution that may otherwise be paid to you. You may reallow all or any portion of the marketing contribution to any of your registered representatives to the extent permitted under applicable law and regulations including federal and state securities laws, any rules or regulations thereunder and the rules and regulations of FINRA. (f) No selling commission or marketing contribution shall be paid in connection with Shares issued by the CommissionCompany as compensation for services performed or otherwise provided by Inland Real Estate Investment Corporation or any of its directors, officers, employees or affiliates, or the Blue Sky Survey hereinafter referred initial sale of Shares to Inland Securities Corporation or any of its or the Company’s directors, officers, employees or affiliates; provided that the discount on any subsequent sales of Shares to the foregoing entities or individuals may not exceed five percent (5.0%). You shall not be entitled to receive any compensation attributable to any of these purchase(s). You acknowledge and agree that all sales of Shares pursuant to this Section 3(f) shall comply, and be made in accordance, with the Rules rules of the National Association of Securities Dealers, Inc. (the "NASD")FINRA, specifically including, but not in any way limited to, NASD Rules 2440, 2730, 2740, and 2750. In offering the sale of Shares to any person, each Soliciting Dealer shall have reasonable grounds to believe (based on such information as the investment objectives, other investments, financial situation and needs of the person or any other information known by you after due inquiry) that: (i) such person is or will be in a financial position appropriate to enable such person to realize to a significant extent the benefits described in the Prospectus and has a net worth sufficient to sustain the risks inherent in the program, including loss of investment and lack of liquidity; (ii) the purchase of the Shares is otherwise suitable for such person, and each Soliciting Dealer shall maintain records disclosing the basis upon which each Soliciting Dealer determined the suitability of any persons offeredRule 2790 therein.

Not a Separate Entity. Nothing contained herein shall constitute you and/or or the Soliciting Dealers or any of them an association, partnership, limited liability company, unincorporated business or other separate entity. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return it to us, whereupon this instrument will become a binding agreement between you and the Company in accordance with its terms. Inland Western Retail Real Estate TrustINLAND DIVERSIFIED REAL ESTATE TRUST, Inc.INC., a Maryland corporation A MARYLAND CORPORATION By: ------------------------------------------- /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Chairman ---------------------------------------- President Accepted as of the date first above written: Inland Securities Corporation INLAND SECURITIES CORPORATION, A DELAWARE CORPORATION By: ----------------------------- /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President -------------------------- EXHIBIT A TO DEALER MANAGER AGREEMENT INLAND WESTERN RETAIL REAL ESTATE TRUST, INC. FORM OF SOLICITING DEALERS AGREEMENT Ladies and GentlemenDear : We have entered into an agreement (the "Dealer Manager Agreement") agreement, which is a part hereof and attached hereto, with Inland Western Retail Diversified Real Estate Trust, Inc., a Maryland corporation (the "“Company"”), under which we have agreed to use our best efforts to solicit subscriptions for the shares of the Company’s common stock (the "Shares") in the Company“Dealer Manager Agreement”). The Company is offering to the public an aggregate maximum of up to 250,000,000 500,000,000 Shares at a price of $10.00 per Share on a "“best efforts" ” basis and up to 20,000,000 50,000,000 Shares issued pursuant to the Company's ’s distribution reinvestment program plan at a price of $9.50 per Share (collectively, the "“Offering"”). Capitalized terms used but not defined herein shall have the meanings set forth in the Prospectus as defined in the Dealer Manager Agreement. In connection with the performance of performing our obligations under Section 2 of the Dealer Manager Agreement, we are authorized to retain the services of securities dealers who are members (each, a “Soliciting Dealer”) of the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc. (the "Soliciting Dealers"“FINRA”) to solicit subscriptions. You are hereby invited to become a Soliciting Dealer and, as such, to use your best efforts to solicit subscribers for Shares, Shares in accordance with the following terms and conditions: 1. A registration statement (the "“Registration Statement"”) with respect to the 270,000,000 Shares has been filed with the Securities and Exchange Commission (the "“Commission"”) under the Securities Act of 1933, as amended (the "“Securities Act"”), and has become effective. The 270,000,000 550,000,000 Shares and the Offering are more particularly described in the enclosed prospectus (the "Prospectus") , which is part of the Registration Statement. Additional copies of the Prospectus will be supplied to you in reasonable quantities upon request and may be provided to you in electronic version by us or by the Company. We will also provide you with reasonable quantities of any supplemental literature prepared or approved by the Company for use in connection with the offering of the Shares (the "Offering"). 2. Solicitation (a) You may undertake solicitation and other activities by the Soliciting Dealers hereunder shall be undertaken only in accordance with the Dealer Manager Agreement, this Soliciting Dealer Agreement (this “Agreement”), the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"A-1 (a) a minimum annual gross income of at least $70,000 and a minimum net worth (excluding home, home furnishings and automobiles) of at least $70,000; or (b) a minimum net worth of at least $250,000 (excluding home, home furnishings and automobiles); or (2) the suitability standards set forth in the Subscription Agreement attached as Appendix C-1 to the Prospectus (the “Subscription Agreement”) and the Prospectus for investors residing in certain states. You shall maintain, for at least six years, a record of the information obtained to determine that an investor meets the suitability standards imposed on the offer and sale of the Shares (both at the time of the initial subscription and at the time of any additional subscriptions) and a representation from the investor that the investor is investing for the investor’s own account or, in lieu of such representation, information indicating that the investor for whose account the investment was made satisfied the suitability standards. (b) If the investor is a resident of California, you shall have reasonable grounds to believe the person satisfies the higher of the following suitability standards: (i) a minimum annual gross income of at least $70,000 and a minimum net worth (excluding home, home furnishings and automobiles) of at least $100,000; or (ii) a minimum net worth of at least $250,000 (excluding home, home furnishings and automobiles); (c) In addition to the requirements set forth in Section 2(a) and 2(b) hereof, if the investor is a resident of California, Kentucky, Massachusetts, Missouri, Oregon, Pennsylvania or Tennessee, the investor’s investment in the Shares may not exceed ten percent (10%) of the investor’s liquid net worth, which may be defined as the remaining balance of cash and other assets easily converted to cash, after subtracting the investor’s total liabilities from its total assets; (d) In addition to the requirements set forth in Section 2(a) and 2(b) hereof, if the investor is a resident of Alabama, Iowa, Michigan or Ohio, the investor’s investment in the Shares and the common stock of other real estate programs sponsored by Inland Real Estate Investment Corporation may not exceed ten percent (10%) of the investor’s liquid net worth, which may be defined as the remaining balance of cash and other assets easily converted to cash, after subtracting the investor’s total liabilities from its total assets. For these purposes, “other real estate programs sponsored by Inland Real Estate Investment Corporation” means Inland American Real Estate Trust, Inc. and Inland Western Retail Real Estate Trust, Inc., but does not include Inland Real Estate Corporation; (e) In addition to the requirements set forth in Section 2(a) and 2(b) hereof, the Office of the Kansas Securities Commissioner recommends that an investor’s aggregate investment in the Shares and similar direct participation investments should not exceed ten percent (10%) of the investor’s liquid net worth. For these purposes, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable securities; (f) You shall: (i) deliver to each person who subscribes for the Shares, a Prospectus, as then supplemented or amended, prior to the tender of his or her Subscription Agreement; (ii) comply promptly with the written request of any person for a copy of the Prospectus during the period between the effective date of the Registration Statement and the later of the termination of the distribution of the Shares or the expiration of ninety (90) days after the first date upon which the Shares were offered to the public; (iii) deliver, in accordance with applicable law or as prescribed by any state securities administrator, to any person a copy of any prescribed document included within the Registration Statement; and (iv) maintain in your files for at least six years, documents disclosing the basis upon which you determined the suitability of each purchaser of Shares. If you intend to electronically deliver the Prospectus to any person, you shall comply with all requirements promulgated by the Commission for electronic delivery. (a) Subject to the terms and conditions set forth herein and in the Dealer Manager Agreement, we shall pay to you a selling commission equal to seven percent (7.0%) of the price paid per Share for all Shares sold (except for Special Sales (as defined below)) on a “best efforts” basis for which you have acted as Soliciting Dealer pursuant to this Agreement. Any selling commission earned by you shall be payable to you by us solely from the proceeds of selling commissions paid to us by the Company for the sale of its Shares, and will not be paid until any and all commissions payable by the Company to us have been received by us. (b) Notwithstanding the provisions set forth above, with respect to investors making an initial cash investment or, in the aggregate, combined additional investments of at least $250,000 through you as Soliciting Dealer, we shall pay your selling commissions in accordance with the following schedule: A-3 1% $ 250,000 $499,999 6% 2% $500,000 $999,999 5% 3% $1,000,000 $2,499,999 4% 4% $ 2,500,000 $4,999,999 3% 5% $ 5,000,000 $9,999,999 2% 6% $ 10,000,000 and over 1% Any reduction in the amount of the selling commissions in respect of volume discounts received will be credited to the investor in the form of additional Shares. Selling commissions will not be paid on any Shares in respect of a volume discount. (i) To the extent reasonably practicable, you shall combine purchases for the purpose of qualifying for a volume discount and crediting a purchaser or purchasers with additional Shares for the above described volume discount; provided that all combined purchases are made through you and approved by the Company. For these purposes, the Company will combine subscriptions made in the Offering by the same purchaser with other subscriptions in the Offering for the purpose of computing amounts invested. Purchases by individuals within a “primary household group” also will be combined and purchases by any investor may be combined with other purchases of Shares to be held as a joint tenant or a tenant in common. For these purposes, a “primary household group” includes the purchaser, the purchaser’s spouse or “domestic or life partner” and all of the purchaser’s unmarried children under the age of twenty-one (21). For primary household group purposes, “domestic or life partners” means any two unmarried same-sex or opposite-sex individuals who are unrelated by blood, maintain a shared primary residence or home address, and have joint property or other insurable interests. Purchases by tax-exempt or non tax-exempt entities may be combined with purchases by other tax-exempt entities for purposes of computing amounts invested if investment decisions are made by the same person, provided that if the investment decisions are made by an independent investment adviser, that investment adviser may not have any direct or indirect beneficial interest in any of the tax-exempt entities who seek to combine purchases. You acknowledge and agree that purchases by entities required to pay federal income tax that are combined with purchases by other entities not required to pay federal income tax for purposes of computing amounts invested may have adverse tax consequences to the investor and shall advise the investor accordingly. The investor must ▇▇▇▇ the “Additional Investment” space on the Subscription Agreement signature page and provide a Letter of Instruction to identify the accounts to be combined in order for purchases to be combined. The Company is not responsible for failing to combine purchases if the investor fails to ▇▇▇▇ the “Additional Investment” space and provide a Letter of Instruction. (ii) In the case of subsequent investments or combined investments, a volume discount will be given only on the portion of the subsequent or combined investment that caused the investment to exceed the breakpoint. For example, a person investing $50,000 who previously invested $240,000 may combine these amounts to reach the $250,000 breakpoint entitling the person to a lower sales commission on the $50,000 investment. If the Subscription Agreements for the purchases to be combined are submitted at the same time, then the additional Shares to be credited to the purchasers as a result of the combined A-4 purchases will be credited on a pro rata basis. If the Subscription Agreements for the purchases to be combined are not submitted at the same time, then any additional Shares to be credited as a result of the combined purchases will be credited to the last component purchase unless the Company is otherwise directed in writing at the time of the submission; except however, the additional Shares to be credited to any tax-exempt entities whose purchases are combined for purposes of the volume discount will be credited only on a pro rata basis based on the amount of the investment of each tax-exempt entity and their combined purchases. (d) Notwithstanding the above, in no event shall any investor receive a discount greater than five percent (5.0%) on any purchase of Shares if the investor owns, or may be deemed to own, any Shares prior to subscribing. This restriction may limit the amount of the volume discount after the purchaser’s initial purchase and the amount of additional Shares that may be credited to a purchaser as a result of combining purchases. (e) You also may receive (i) a marketing contribution in an amount equal to a maximum of one and one-half percent (1.5%) of the price per Share for all Shares sold on a “best efforts” basis for which you have acted as Soliciting Dealer hereunder and (ii) a reimbursement for any bona fide out-of-pocket, itemized and detailed due diligence expenses in an amount not to exceed one-half percent (0.5%) of the price per Share for all Shares sold on a “best efforts” basis for which you have acted as Soliciting Dealer hereunder, which may be reimbursed, in the Company’s sole discretion, from amounts paid as the Marketing Contribution or from Issuer Costs (as defined in Section 6 of the Dealer Manager Agreement). We may advance to you certain marketing expenses for items such as Soliciting Dealer conferences. Any such advances incurred by you will be later deducted from any marketing contribution that may otherwise be paid to you. You may reallow all or any portion of the marketing contribution to any of your registered representatives to the extent permitted under applicable law and regulations including federal and state securities laws, any rules or regulations thereunder and the rules and regulations of FINRA. (f) No selling commission or marketing contribution shall be paid in connection with Shares issued by the CommissionCompany as compensation for services performed or otherwise provided by Inland Real Estate Investment Corporation or any of its directors, officers, employees or affiliates, or the Blue Sky Survey hereinafter referred sale of Shares to Inland Securities Corporation or any of its or the Company’s directors, officers, employees or affiliates. You shall not be entitled to receive any compensation attributable to any of these purchase(s). You acknowledge and agree that all sales of Shares pursuant to this Section 3(f) shall comply, and be made in accordance, with the Rules rules of the National Association of Securities Dealers, Inc. (the "NASD")FINRA, specifically including, but not in any way limited to, NASD Rules 2440, 2730, 2740, and 2750. In offering the sale of Shares to any person, each Soliciting Dealer shall have reasonable grounds to believe (based on such information as the investment objectives, other investments, financial situation and needs of the person or any other information known by you after due inquiry) that: (i) such person is or will be in a financial position appropriate to enable such person to realize to a significant extent the benefits described in the Prospectus and has a net worth sufficient to sustain the risks inherent in the program, including loss of investment and lack of liquidity; (ii) the purchase of the Shares is otherwise suitable for such person, and each Soliciting Dealer shall maintain records disclosing the basis upon which each Soliciting Dealer determined the suitability of any persons offeredFINRA Rule 5130 therein.

Not a Separate Entity. Nothing contained herein shall constitute you and/or or the Soliciting Dealers or any of them an association, partnership, limited liability company, unincorporated business or other separate entity. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return it to us, whereupon this instrument will become a binding agreement between you and the Company in accordance with its terms. Inland Western Retail Real Estate TrustINLAND AMERICAN REAL ESTATE TRUST, Inc.INC., a Maryland corporation A MARYLAND CORPORATION By: ------------------------------------------- /s/ B▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: B▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chairman ---------------------------------------- President Accepted as of the date first above written: Inland Securities Corporation INLAND SECURITIES CORPORATION, A DELAWARE CORPORATION By: ----------------------------- /s/ R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President -------------------------- EXHIBIT A TO DEALER MANAGER AGREEMENT INLAND WESTERN RETAIL REAL ESTATE TRUST«DD_CONTACT» «BD» «SUITE» «ADDRESS» «CITY», INC. FORM OF SOLICITING DEALERS AGREEMENT Ladies and Gentlemen«STA» «ZIP» Dear «S▇▇»: We have entered into an agreement (the "Dealer Manager Agreement") agreement, which is a part hereof and attached hereto, with Inland Western Retail American Real Estate Trust, Inc., a Maryland corporation (the "“Company"”), under which we have agreed to use our best efforts to solicit subscriptions for the shares of the Company’s common stock (the "Shares") in the Company“Dealer Manager Agreement”). The Company is offering to the public an aggregate maximum of up to 250,000,000 500,000,000 Shares at a price of $10.00 per Share on a "“best efforts" ” basis and up to 20,000,000 40,000,000 Shares issued pursuant to the Company's ’s distribution reinvestment program plan at a price of $9.50 per Share (collectively, the "“Offering"”). Capitalized terms used but not defined herein shall have the meanings set forth in the Prospectus as defined in the Dealer Manager Agreement. In connection with the performance of performing our obligations under Section 2 of the Dealer Manager Agreement, we are authorized to retain the services of securities dealers who are members of the National Association of Securities Dealers, Inc. (the "each, a “Soliciting Dealers"Dealer”) to solicit subscriptions. You are hereby invited to become a Soliciting Dealer and, as such, to use your best efforts to solicit subscribers for Shares, Shares in accordance with the following terms and conditions: 1. A registration statement (the "“Registration Statement"”) with respect to the 270,000,000 Shares has been filed with the Securities and Exchange Commission (the "“Commission"”) under the Securities Act of 1933, as amended (the "“Act"”), and has become effective. The 270,000,000 540,000,000 Shares and the Offering are more particularly described in the enclosed prospectus (the "Prospectus") , which is part of the Registration Statement. Additional copies of the Prospectus will be supplied to you in reasonable quantities upon request and may be provided to you in electronic version by us or by the Company. We will also provide you with reasonable quantities of any supplemental literature prepared or approved by the Company for use in connection with the offering of the Shares (the "Offering"). 2. Solicitation (a) You may undertake solicitation and other activities by the Soliciting Dealers hereunder shall be undertaken only in accordance with the Dealer Manager Agreement, this Soliciting Dealer Agreement (this “Agreement”), the Act, the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), the applicable rules and regulations of the Commission, the Blue Sky Survey blue sky survey hereinafter referred to and the Rules rules of the National Association of Securities Dealers, Inc. (the "“NASD"”), including, but not limited to, NASD Rules 2440, 2710, 2730, 2740, 2750, 2790 and 2810. In offering the Shares to any person, you must have reasonable grounds to believe after due inquiry that: (i) the person has the capability of understanding the fundamental aspects of the Company from either the person’s: (A) employment experience; (B) educational level; (C) access to advice from qualified sources, such as attorneys, accountants and tax advisors; or (D) prior experience with investments of a (a) a minimum annual gross income of at least $45,000 and a minimum net worth (excluding home, home furnishings and automobiles) of at least $45,000; or (b) a minimum net worth of at least $150,000 (excluding home, home furnishings and automobiles); or (2) the suitability standards set forth in the Subscription Agreement attached as Appendix C-1 to the Prospectus (the “Subscription Agreement”) and the Prospectus for investors residing in certain states. You shall maintain, for at least six years, a record of the information obtained to determine that an investor meets the suitability standards imposed on the offer and sale of the Shares (both at the time of the initial subscription and at the time of any additional subscriptions) and a representation from the investor that the investor is investing for the investor’s own account or, in lieu of such representation, information indicating that the investor for whose account the investment was made satisfied the suitability standards. (b) If the investor is a resident of South Carolina, the investor must have either: (i) a minimum net worth (excluding home, home furnishings and automobiles) of at least $150,000; or (ii) a minimum annual gross income of at least $65,000 and a minimum net worth of at least $65,000; (c) If the investor is a resident of Maine, the investor must have either: (i) a minimum net worth (excluding home, home furnishings and automobiles) of at least $200,000; or (ii) a minimum annual gross income of at least $50,000 and a minimum net worth (excluding home, home furnishings and automobiles) of at least $50,000; (d) If the investor is a resident of Alaska, Arizona, California, Iowa, Kansas, Michigan, Missouri, North Carolina, Oregon or Tennessee, the investor must have either: (i) a minimum net worth (excluding home, home furnishings and automobiles) of at least $225,000; or (ii) a minimum annual gross income of at least $60,000 and a minimum net worth (excluding home, home furnishings and automobiles) of at least $60,000; (e) If the investor is a resident of Massachusetts or Ohio, the investor must have either: (i) a minimum net worth (excluding home, home furnishings and automobiles) of at least $250,000; or (ii) a minimum net gross income of at least $70,000 and a minimum net worth of at least $70,000; (f) If the investor is a resident of New Hampshire, the investor must have either: (i) a minimum net worth (excluding home, home furnishings and automobiles) of at least $250,000; or (ii) a minimum net gross income of at least $50,000 and a minimum net worth of at least $125,000; (g) In addition to the requirements set forth in Sections 2(a) through 2(f) hereof, if the investor is a resident of California, Kansas, Massachusetts, Missouri, Nebraska, Ohio or Pennsylvania, the investor’s investment in the Shares may not exceed ten percent (10%) of the investor’s liquid net worth, which may be defined as the remaining balance of cash and other assets easily converted to cash, after subtracting the investor’s total liabilities from its total assets; and (h) You shall: (i) deliver to each person who subscribes for the Shares, a Prospectus, as then supplemented or amended, prior to the tender of his or her Subscription Agreement; (ii) comply promptly with the written request of any person for a copy of the Prospectus during the period between the effective date of the Registration Statement and the later of the termination of the distribution of the Shares or the expiration of ninety (90) days after the first date upon which the Shares were offered to the public; (iii) deliver, in accordance with applicable law or as prescribed by any state securities administrator, to any person a copy of any prescribed document included within the Registration Statement; and (iv) maintain in your files for at least six years, documents disclosing the basis upon which you determined the suitability of each purchaser of Shares. If you intend to electronically deliver the Prospectus to any person, you shall comply with all requirements promulgated by the Commission for electronic delivery. (a) Subject to the terms and conditions set forth herein and in the Dealer Manager Agreement, we shall pay to you a selling commission equal to seven percent (7.0%) of the price paid per Share for all Shares sold (except for Special Sales (as defined below)) on a “best efforts” basis for which you have acted as Soliciting Dealer pursuant to this Agreement. Any selling commission earned by you shall be payable to you by us solely from the proceeds of selling commissions paid to us by the Company for the sale of its Shares, and will not be paid until any and all commissions payable by the Company to us have been received by us. (b) Notwithstanding the provisions set forth above, with respect to investors making an initial cash investment or, in the aggregate, combined additional investments of at least $250,000 through you as Soliciting Dealer, we shall pay your selling commissions in accordance with the following schedule: 1% $ 250,000 $ 499,999 6% 2% $ 500,000 $ 999,999 5% 3% $ 1,000,000 $ 2,499,999 4% 4% $ 2,500,000 $ 4,999,999 3% 5% $ 5,000,000 $ 9,999,999 2% 6% $ 10,000,000 and over 1% Any reduction in the amount of the selling commissions in respect of volume discounts received will be credited to the investor in the form of additional whole Shares with any fractional Shares being rounded up to the nearest whole number. Selling commissions will not be paid on any Shares in respect of a volume discount. (i) To the extent reasonably practicable, you shall combine purchases for the purpose of qualifying for a volume discount and crediting a purchaser or purchasers with additional Shares for the above described volume discount; provided that all combined purchases are made through you and approved by the Company. For these purposes, the Company will combine subscriptions made in the Offering by the same purchaser with other subscriptions in the Offering for the purpose of computing amounts invested. Purchases by individuals within a “primary household group” also will be combined and purchases by any investor may be combined with other purchases of Shares to be held as a joint tenant or a tenant in common. For these purposes, a “primary household group” includes the purchaser, the purchaser’s spouse or “domestic or life partner” and all of the purchaser’s unmarried children under the age of twenty-one (21). For primary household group purposes, “domestic or life partners” means any two unmarried same-sex or opposite-sex individuals who are unrelated by blood, maintain a shared primary residence or home address, and have joint property or other insurable interests. Purchases by tax-exempt or non tax-exempt entities may be combined with purchases by other tax-exempt entities for purposes of computing amounts invested if investment decisions are made by the same person, provided that if the investment decisions are made by an independent investment adviser, that investment adviser may not have any direct or indirect beneficial interest in any of the tax-exempt entities who seek to combine purchases. You acknowledge and agree that purchases by entities required to pay federal income tax that are combined with purchases by other entities not required to pay federal income tax for purposes of computing amounts invested may have adverse tax consequences to the investor and shall advise the investor accordingly. The investor must m▇▇▇ the “Additional Investment” space on the Subscription Agreement signature page in order for purchases to be combined. The Company is not responsible for failing to combine purchases if the investor fails to m▇▇▇ the “Additional Investment” space. (ii) In the case of subsequent investments or combined investments, a volume discount will be given only on the portion of the subsequent or combined investment that caused the investment to exceed the breakpoint. For example, a person investing $50,000 who previously invested $240,000 may combine these amounts to reach the $250,000 breakpoint entitling the person to a lower sales commission on the $50,000 investment. If the Subscription Agreements for the purchases to be combined are submitted at the same time, then the additional Shares to be credited to the purchasers as a result of the combined purchases will be credited on a pro rata basis. If the Subscription Agreements for the purchases to be combined are not submitted at the same time, then any additional Shares to be credited as a result of the combined purchases will be credited to the last component purchase unless the Company is otherwise directed in writing at the time of the submission; except however, the additional Shares to be credited to any tax-exempt entities whose purchases are combined for purposes of the volume discount will be credited only on a pro rata basis based on the amount of the investment of each tax-exempt entity and their combined purchases. (d) Notwithstanding the above, in no event shall any investor receive a discount greater than five percent (5.0%) on any purchase of Shares if the investor owns, or may be deemed to own, any Shares prior to subscribing. This restriction may limit the amount of the volume discount after the purchaser’s initial purchase and the amount of additional Shares that may be credited to a purchaser as a result of combining purchases. (i) You also may receive a marketing contribution in an amount equal to a maximum of one and one-half percent (1.5%) of the price per Share for all Shares sold on a “best efforts” basis for which you have acted as Soliciting Dealer hereunder. We may advance to you certain marketing expenses for items such as Soliciting Dealer conferences. Any such advances and any bona fide due diligence expenses incurred by you will be later deducted from any marketing contribution that may otherwise be paid to you. You may reallow all or any portion of the marketing contribution to any of your registered representatives to the extent permitted under applicable law and regulations including federal and state securities laws, any rules or regulations thereunder and the rules and regulations of the NASD. (ii) We or the Company will also reimburse you for all actual expenses incurred in connection with your due diligence investigation of the Company or the Offering up to one-half percent (0.5%) of the sale price of the Shares offered on a “best efforts” basis for bona fide due diligence expenses incurred by you. (f) No selling commission, marketing contribution or due diligence expense allowance shall be paid in connection with Shares issued by the Company as compensation for services performed or otherwise provided by Inland Real Estate Investment Corporation or any of its directors, officers, employees or affiliates, or the initial sale of Shares to Inland Securities Corporation or any of its or the Company’s directors, officers, employees or affiliates; provided that the discount on any subsequent sales of Shares to the foregoing entities or individuals may not exceed five percent (5.0%). You shall not be entitled to receive any compensation attributable to any of these purchase(s). You acknowledge and agree that all sales of Shares pursuant to the foregoing paragraph of this Section 3(f) shall comply, and be made in accordance, with the rules of the NASD, specifically including, but not in any way limited to, NASD Rules 2440, 2730, 2740, and 2750. In offering the sale of Shares to any person, each Soliciting Dealer shall have reasonable grounds to believe (based on such information as the investment objectives, other investments, financial situation and needs of the person or any other information known by you after due inquiry) that: (i) such person is or will be in a financial position appropriate to enable such person to realize to a significant extent the benefits described in the Prospectus and has a net worth sufficient to sustain the risks inherent in the program, including loss of investment and lack of liquidity; (ii) the purchase of the Shares is otherwise suitable for such person, and each Soliciting Dealer shall maintain records disclosing the basis upon which each Soliciting Dealer determined the suitability of any persons offeredRule 2790 therein.

Not a Separate Entity. Nothing contained herein shall constitute you and/or the Soliciting Dealers or any of them an association, partnership, limited liability company, unincorporated business or other separate entity. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return it to us, whereupon this instrument will become a binding agreement between you and the Company in accordance with its terms. Inland Western Retail Real Estate Trust, Inc., a Maryland corporation By: ------------------------------------------- Title: Chairman ---------------------------------------- Accepted as of the date first above written: Inland Securities Corporation By: ----------------------------- ------------------------------ Title: President -------------------------- ---------------------------- EXHIBIT A TO DEALER MANAGER AGREEMENT INLAND WESTERN RETAIL REAL ESTATE TRUST, INC. FORM OF SOLICITING DEALERS AGREEMENT Ladies and Gentlemen: We have entered into an agreement (the "Dealer Manager Agreement") which is a part hereof and attached hereto, with Inland Western Retail Real Estate Trust, Inc., a Maryland corporation (the "Company"), under which we have agreed to use our best efforts to solicit subscriptions for the shares of common stock (the "Shares") in the Company. The Company is offering to the public an aggregate maximum of up to 250,000,000 Shares at a price of $10.00 per Share on a "best efforts" basis and up to 20,000,000 Shares issued pursuant to the Company's distribution reinvestment program at a price of $9.50 per Share (the "Offering"). In connection with the performance of our obligations under Section 2 of the Dealer Manager Agreement, we are authorized to retain the services of securities dealers who are members of the National Association of Securities Dealers, Inc. (the "Soliciting Dealers") to solicit subscriptions. You are hereby invited to become a Soliciting Dealer and, as such, to use your best efforts to solicit subscribers for Shares, in accordance with the following terms and conditions: 1. A registration statement (the "Registration Statement") with respect to the 270,000,000 Shares has been filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), and has become effective. The 270,000,000 Shares and the Offering are more particularly described in the enclosed prospectus (the "Prospectus") which is part of the Registration Statement. Additional copies of the Prospectus will be supplied to you in reasonable quantities upon request and may be provided to you in electronic version by us or by the Company. We will also provide you with reasonable quantities of any supplemental literature prepared by the Company in connection with the offering of the Shares (the "Offering"). 2. Solicitation and other activities by the Soliciting Dealers hereunder shall be undertaken only in accordance with the Dealer Manager Agreement, this Agreement, the Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the applicable rules and regulations of the Commission, the Blue Sky Survey hereinafter referred to and the Rules of the National Association of Securities Dealers, Inc. (the "NASD"), specifically including, but not in any way limited to, NASD Rules 2440, 2730, 2740, and 2750. In offering the sale of Shares to any person, each Soliciting Dealer shall have reasonable grounds to believe (based on such information as the investment objectives, other investments, financial situation and needs of the person or any other information known by you after due inquiry) that: (i) such person is or will be in a financial position appropriate to enable such person to realize to a significant extent the benefits described in the Prospectus and has a net worth sufficient to sustain the risks inherent in the program, including loss of investment and lack of liquidity; (ii) the purchase of the Shares is otherwise suitable for such person, and each Soliciting Dealer shall maintain records disclosing the basis upon which each Soliciting Dealer determined the suitability of any persons offered

Not a Separate Entity. Nothing contained herein shall constitute you and/or the Soliciting Dealers or any of them an association, partnership, limited liability company, unincorporated business or other separate entity. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return it to us, whereupon this instrument will become a binding agreement between you and the Company in accordance with its terms. Inland Western Retail Real Estate Trust, Inc., a Maryland corporation By: ------------------------------------------- Title: Chairman ---------------------------------------- Accepted as of the date first above written: Inland Securities Corporation By: ----------------------------- Title: President -------------------------- EXHIBIT A TO DEALER MANAGER AGREEMENT INLAND WESTERN RETAIL REAL ESTATE TRUST, INC. FORM OF SOLICITING DEALERS AGREEMENT Ladies and Gentlemen: We have entered into an agreement (the "“Dealer Manager Agreement"”) which is a part hereof and attached hereto, with Inland Western Retail Real Estate Trust, Inc., a Maryland corporation (the "“Company"”), under which we have agreed to use our best efforts to solicit subscriptions for the shares of common stock (the "“Shares"”) in the Company. The Company is offering to the public an aggregate maximum of up to 250,000,000 Shares at a price of $10.00 per Share on a "“best efforts" ” basis and up to 20,000,000 Shares issued pursuant to the Company's ’s distribution reinvestment program at a price of $9.50 per Share (the "“Offering"”). In connection with the performance of our obligations under Section 2 of the Dealer Manager Agreement, we are authorized to retain the services of securities dealers who are members of the National Association of Securities Dealers, Inc. (the "“Soliciting Dealers"”) to solicit subscriptions. You are hereby invited to become a Soliciting Dealer and, as such, to use your best efforts to solicit subscribers for Shares, in accordance with the following terms and conditions: 1. A registration statement (the "“Registration Statement"”) with respect to the 270,000,000 Shares has been filed with the Securities and Exchange Commission (the "“Commission"”) under the Securities Act of 1933, as amended (the "“Act"”), and has become effective. The 270,000,000 Shares and the Offering are more particularly described in the enclosed prospectus (the "“Prospectus"”) which is part of the Registration Statement. Additional copies of the Prospectus will be supplied to you in reasonable quantities upon request and may be provided to you in electronic version by us or by the Company. We will also provide you with reasonable quantities of any supplemental literature prepared by the Company in connection with the offering of the Shares (the "“Offering"”). 2. Solicitation and other activities by the Soliciting Dealers hereunder shall be undertaken only in accordance with the Dealer Manager Agreement, this Agreement, the Act, the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), the applicable rules and regulations of the Commission, the Blue Sky Survey hereinafter referred to and the Rules of the National Association of Securities Dealers, Inc. (the "“NASD"”), specifically including, but not in any way limited to, NASD Rules 2440, 2710, 2730, 2740, 2750 and 27502810. In offering the sale of Shares to any person, each Soliciting Dealer shall have reasonable grounds to believe (based on such information as the investment objectives, other investments, financial situation and needs of the person or any other information known by you after due inquiry) that: (i) such person is or will be in a financial position appropriate to enable such person to realize to a significant extent the benefits described in the Prospectus and has a net worth sufficient to sustain the risks inherent in the program, including loss of investment and lack of liquidity; (ii) the purchase of the Shares is otherwise suitable for such person, and each Soliciting Dealer shall maintain records disclosing the basis upon which each Soliciting Dealer determined the suitability of any persons offeredoffered Shares; and (iii) such person has either: (a) a minimum annual gross income of $45,000 and a minimum net worth (exclusive of home, home furnishings and automobiles) of $45,000; or (b) a minimum net worth (determined with the foregoing exclusions) of $150,000. If the investor is a resident of California, Michigan, Iowa, Massachusetts, Missouri, Oregon or Tennessee, the investor must have either: (i) a minimum net worth (excluding home, home furnishings and automobiles) of $225,000; or (ii) a minimum annual gross income of $60,000 and a minimum net worth (exclusive of home, home furnishings and automobiles) of $60,000. If the investor is a resident of Maine, the investor must have either: (i) a minimum net worth (excluding home, home furnishings and automobiles) of $200,000; or (ii) a minimum annual gross income of $50,000 and a minimum net worth (exclusive of home, home furnishings and automobiles) of $50,000. In addition, if the investor is a resident of Kansas, Missouri, Ohio or Pennsylvania, the investment may not exceed 10% of the investor’s liquid net worth. Each Soliciting Dealer agrees: (i) to deliver to each person who subscribes for the Shares, a Prospectus, as then supplemented or amended, prior to the tender of his subscription agreement (the “Subscription Agreement”); (ii) to comply promptly with the written request of any person for a copy of the Prospectus during the period between the effective date of the Registration Statement and the later of the termination of the distribution of the Shares or the expiration of 40 days after the first date upon which the Shares were offered to the public; (iii) to deliver in accordance with applicable law or as prescribed by any state securities administrator to any person a copy of any prescribed document included within the Registration Statement; and (iv) to maintain in its files for at least six years, documents disclosing the basis upon which the determination of suitability was reached as to each purchaser of Shares. If any such Soliciting Dealer intends to use electronic delivery means in distributing the Prospectus to any person, such Soliciting Dealer represents and agrees that it will comply with all appropriate procedures in compliance with requirements of the Commission. 3. Subject to the terms and conditions set forth herein and in the Dealer Manager Agreement, we shall pay to you a reallowable 7% selling commission of the price paid per Share for all Shares sold (except for Special Sales) from the 250,000,000 Shares offered on a “best efforts” basis for which you have acted as Soliciting Dealer pursuant to this Agreement. Subject to certain conditions and exceptions explained below, investors making an initial cash investment of at least $3,000 through the same Soliciting Dealer will receive a reduction of the reallowable 7% selling commission payable in connection with the purchase of those Shares in accordance with the following schedule: 1% $250,010 $500,000 6% 2% $500,010 $1,000,000 5% 3% $1,000,010 $2,500,000 4% 4% $2,500,010 $5,000,000 3% 5% $5,000,010 $10,000,000 2% 6% $10,000,010 more than $10,000,010 1% Any reduction in the amount of the selling commissions in respect of volume discounts received will be credited to the investor in the form of additional whole shares or fractional shares. Selling commissions will not be paid on any such whole shares or fractional shares issued for a volume discount. The agreement between the subscriber and the Soliciting Dealer as to the method of effecting the volume discount and the amount of the volume discount must be set forth in writing in an instrument satisfactory in form and substance to the Company and to the Dealer Manager. To the extent reasonably practicable, purchases will be combined for the purpose of qualifying for a volume discount and crediting a purchaser or purchasers with additional Shares for the above described volume discount, and for determining commissions reallowable to you, so long as all such combined purchases are made through you and approved by the Company. The Company will combine subscriptions made in the Offering by a purchaser with other subscriptions in the Offering, for the purpose of computing amounts invested. Purchases by spouses will be combined and purchases by any investor may be combined with other purchases of Shares to be held as joint tenants or a tenant in common by such investor with others for purposes of computing amounts invested. Purchases by tax-exempt entities will only be combined with purchases by other tax-exempt entities for purposes of computing amounts invested if investment decisions are made by the same Person, provided that if the investment decisions are made by an independent investment adviser, that investment adviser may not have any direct or indirect beneficial interest in any of the tax-exempt entities whose purchases are sought to be combined. The investor must ▇▇▇▇ the “Additional Investment” space on the Subscription Agreement Signature Page in order for purchases to be combined. The Company is not responsible for failing to combine purchases, where the investor fails to ▇▇▇▇ the “Additional Investment” space. If the Subscription Agreements for the purchases to be combined are submitted at the same time, then the additional Shares to be credited to the purchasers as a result of such combined purchases will be credited on a pro rata basis. If the Subscription Agreements for the purchases to be combined are not submitted at the same time, then any additional Shares to be credited as a result of such combined purchases will be credited to the last component purchase, unless the Company is otherwise directed in writing at the time of such submission; except however, the additional Shares to be credited to any Tax-Exempt Entities whose purchases are combined for purposes of the volume discount will be credited only on a pro rata basis based on the amount of the investment of each Tax-Exempt Entity and their combined purchases. Notwithstanding the preceding paragraphs, in no event shall any investor receive a discount greater than 5% on any purchase of Shares if such investor already owns, or may be deemed to already own, any Shares. This restriction may limit the amount of the volume discount available to a purchaser after the purchaser’s initial purchase and the amount of additional Shares that may be credited to a purchaser as a result of the combination of purchases. In the event the dollar amount of commissions paid for such combined purchases exceeds the maximum commissions for such combined purchases (taking the volume discount into effect), you will be obligated to forthwith return to the Dealer Manager (for credit to the Company) any excess commissions received. The Dealer Manager may adjust any future commissions due to you for any such excess commissions that have not been returned. You (and other Soliciting Dealers) also may receive an amount equal to a maximum of an additional 1.5% of the price per Share for all Shares sold (except for certain Special Sales) from the 250,000,000 Shares offered on a “best efforts” basis for which you have acted as Soliciting Dealer hereunder, as a sales credit (as described in the following paragraph) (equal to 1%) and due diligence expense allowance (equal to .5%). However, except to the extent set forth below, such amounts will only be paid to a Soliciting Dealer for actual marketing and due diligence expenses. Furthermore, you (and other Soliciting Dealers) will not be paid any portion of the wholesaling fees paid in connection with the Offering. Such wholesaling fees and the sales credit described in the following paragraph are included within the maximum Marketing Contribution. You (and other Soliciting Dealers) who sell more than a predetermined number of Shares (to be determined by the Dealer Manager annually on a calendar year basis) shall be entitled to receive a sales credit in the amount of 1% of the price of all Shares sold by that Soliciting Dealer, which amount(s) shall be paid quarterly, in arrears, upon first reaching the predetermined annual threshold and each quarter thereafter during the calendar year in which the Soliciting Dealer is credited with additional sales. Certain marketing and due diligence expenses such as Soliciting Dealer conferences and due diligence fees may be advanced to a Soliciting Dealer and later deducted from that Soliciting Dealer’s sales credit. Any sales credit shall be deducted from the maximum Marketing Contribution, which may otherwise be reallowable to the Soliciting Dealer. You (and other Soliciting Dealers) may reallow any portion of the above sales credit to its registered representatives as is permitted under applicable law and regulations including, without limitation, the federal and any applicable state securities laws, any rules and/or regulations thereunder and the rules and regulations of the NASD. In connection with the performance of services, employees, Directors and associates of the Company and its Affiliates, the Advisor, Affiliates of the Advisor, the Dealer Manager and their respective officers and employees and certain of their affiliates will be permitted to purchase Shares, as Special Sales, net of selling commissions, the Marketing Contribution and the Due Diligence Expense Allowance, and you shall not be entitled to receive any compensation attributable to any such purchase(s). Certain other Special Sales shall be effected directly by the Company and not pursuant to this Agreement, and no selling commission shall be payable in connection with such Special Sales, including sales to one or more Soliciting Dealers and their respective officers and employees and certain of their respective affiliates who request and are entitled to purchase Shares net of selling commissions. Furthermore, no selling commission shall be payable on the Shares credited to an investor as a result of a volume discount or on sales of Shares to certain investors whose contracts for investment advisory and related brokerage services include a fixed or “wrap” fee feature. The term “Special Sales” shall have the meaning ascribed to it in the Prospectus. The Marketing Contribution and Due Diligence Expense Allowance will, however, be allowed and paid with respect to those sales which are “Special Sales” solely by virtue of (a) the presence of a contract for investment advisory and related brokerage services with the proposed investor/subscriber which includes a fixed or “wrap” fee feature , (b) being sales to the Soliciting Dealers and their respective officers and employees and certain of their respective affiliates who request and are entitled to purchase Shares net of selling commissions, and (c) being sales of Shares which are entitled to a volume discount, including the Shares credited to an investor as a result of a volume discount. Any subsequent purchases of Shares by investors who initially purchased Shares net of the selling commission are limited to a maximum discount of 5% of the public offering price per Share. Your compensation may also be adjusted in the manner set forth in Section 4.7 of the Dealer Manager Agreement. Notwithstanding the foregoing, it is understood and agreed that no commission shall be payable with respect to particular Shares if the Company rejects a proposed subscriber’s Subscription Agreement, which it may do, as provided in the form of Subscription Agreement for any reason or for no reason. Accordingly, you shall have no authority to issue a confirmation (pursuant to Exchange Act Rule 10b-10) to any subscriber; such authority residing solely in us, as the Dealer Manager and processing broker-dealer. Certain subscribers to the Company’s Shares may agree with their participating Soliciting Dealer and the Dealer Manager to have selling commissions due with respect to the purchase of their Shares paid over a period of up to six years pursuant to a deferred commission option arrangement (the “Deferred Commission Option”), as more fully explained, and subject to the conditions set forth, under the section “Plan of Distribution-Deferred Commission Option” in the Company’s Prospectus, which section is incorporated by reference herein. Stockholders electing the Deferred Commission Option will be required to pay a total of $9.40 per Share purchased upon subscription, rather than $10.00 per Share, with respect to which $0.15 per Share will be payable by the Company to the Dealer Manager as selling commissions due upon

Not a Separate Entity. Nothing contained herein shall constitute you and/or the Soliciting Dealers or any of them an association, partnership, limited liability company, unincorporated business or other separate entity. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return it to us, whereupon this instrument will become a binding agreement between you and the Company in accordance with its terms. Inland Western Retail Real Estate Trust, Inc., a Maryland corporation By: ------------------------------------------- Title: Chairman ---------------------------------------- Accepted as of the date first above written: Inland Securities Corporation By: ----------------------------- -------------------------------------------- Title: President -------------------------- ----------------------------------------- EXHIBIT A TO DEALER MANAGER AGREEMENT INLAND WESTERN RETAIL REAL ESTATE TRUST, INC. FORM OF SOLICITING DEALERS AGREEMENT Ladies and Gentlemen: We have entered into an agreement (the "Dealer Manager Agreement") which is a part hereof and attached hereto, with Inland Western Retail Real Estate Trust, Inc., a Maryland corporation (the "Company"), under which we have agreed to use our best efforts to solicit subscriptions for the shares of common stock (the "Shares") in the Company. The Company is offering to the public an aggregate maximum of up to 250,000,000 150,000,000 Shares at a price of $10.00 10 per Share on a "best efforts" basis and basis, up to 20,000,000 12,000,000 Shares issued pursuant to the Company's distribution reinvestment program at a price of $9.50 per Share and 6,000,000 warrants issuable to us and to you (the "Soliciting Dealer Warrants") (and Shares issuable on exercise of the Soliciting Dealer Warrants) which are issuable in certain circumstances in connection with the sale of Shares (the "Offering"). In connection with the performance of our obligations under Section 2 of the Dealer Manager Agreement, we are authorized to retain the services of securities dealers who are members of the National Association of Securities Dealers, Inc. (the "Soliciting Dealers") to solicit subscriptions. You are hereby invited to become a Soliciting Dealer and, as such, to use your best efforts to solicit subscribers for Shares, in accordance with the following terms and conditions: 1. A registration statement (the "Registration Statement") with respect to the 270,000,000 168,000,000 Shares and the Soliciting Dealer Warrants has been filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), and has become effective. The 270,000,000 Shares 168,000,000 Shares, the Soliciting Dealer Warrants and the Offering are more particularly described in the enclosed prospectus (the "Prospectus") which is part of the Registration Statement. Additional copies of the Prospectus will be supplied to you in reasonable quantities upon request and may be provided to you in electronic version by us or by the Company. We will also provide you with reasonable quantities of any supplemental literature prepared by the Company in connection with the offering of the Shares (the "Offering"). 2. Solicitation and other activities by the Soliciting Dealers hereunder shall be undertaken only in accordance with the Dealer Manager Agreement, this Agreement, the Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the applicable rules and regulations of the Commission, the Blue Sky Survey hereinafter referred to and the Rules of the National Association of Securities Dealers, Inc. (the "NASD"), specifically including, but not in any way limited to, NASD Rules 2440, 2730, 2740, and 2750. In offering the sale of Shares to any person, each Soliciting Dealer shall have reasonable grounds to believe (based on such information as the investment objectives, other investments, financial situation and needs of the person or any other information known by you after due inquiry) that: (i) such person is or will be in a financial position appropriate to enable such person to realize to a significant extent the benefits described in the Prospectus and has a net worth sufficient to sustain the risks inherent in the program, including loss of investment and lack of liquidity; (ii) the purchase of the Shares is otherwise suitable for such person, and each Soliciting Dealer shall maintain records disclosing the basis upon which each Soliciting Dealer determined the suitability of any persons offered

Not a Separate Entity. Nothing contained herein shall constitute you and/or the Soliciting Dealers or any of them an association, partnership, limited liability company, unincorporated business or other separate entity. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. If the foregoing is in accordance with your understanding of our agreement, agreement kindly sign and return it to us, whereupon this instrument will become a binding agreement between you and the Company in accordance with its terms. Inland Western Retail Real Estate TrustAMERICAN CHURCH MORTGAGE COMPANY a Minnesota corporation ------------------------------- V. James Davis, Inc., a Maryland corporation By: ------------------------------------------- Title: Chairman ---------------------------------------- Accepted as President ▇▇▇▇▇▇▇▇ ▇▇ of the date first above written: Inland Securities Corporation By: ----------------------------- Title: President -------------------------- EXHIBIT A TO DEALER MANAGER AGREEMENT INLAND WESTERN RETAIL REAL ESTATE TRUSTAMERICAN INVESTORS GROUP, INC. FORM OF ------------------------------ Philip J. Myers, Presiden▇ \data\acmc\second\und.agr AMERICAN CHURCH MORTGAGE COMPANY SOLICITING DEALERS AGREEMENT Ladies and Gentlemen: We have entered into an agreement (the "Dealer Manager Underwriting Agreement") which is a part hereof and attached hereto, with Inland Western Retail Real Estate Trust, Inc.American Church Mortgage Company, a Maryland Minnesota corporation (the "CompanyCorporation"), under which we have agreed to use our best efforts to solicit subscriptions for the shares of common stock Common Stock (the "Shares") in the CompanyCorporation. The Company Corporation is offering to the public an aggregate maximum of up to 250,000,000 1,500,000 Shares at a price of $10.00 per Share on a "best efforts" basis and up to 20,000,000 Shares issued pursuant to the Company's distribution reinvestment program at a price of $9.50 10 per Share (the "Offering"). In connection with the performance of our obligations under Section 2 of the Dealer Manager Underwriting Agreement, we are authorized to retain use the services of securities dealers who are members of the National Association of Securities Dealers, Inc. (the "Soliciting Dealers"') to solicit subscriptions. You are hereby invited to become a Soliciting Dealer and, as such, to use your best efforts to solicit subscribers for Shares, in accordance with the following terms and conditions: 11 . A registration statement (the "Registration Statement") with respect to the 270,000,000 1,650,000 Shares has been filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), and has become effective. Of these Shares only 1,500,000 are being offered to the public pursuant to the enclosed prospectus (the "Prospectus"). The 270,000,000 1,500,000 Shares and the Offering are more particularly described in the enclosed prospectus (the "Prospectus") Prospectus which is part of the Registration Statement. Additional copies of the Prospectus will be supplied to you in reasonable quantities upon request and may be provided to you in electronic version by us or by the Companyrequest. We will also provide you with reasonable quantities of any supplemental literature prepared by the Company Corporation in connection with the offering of the Shares (the "Offering")Shares. 2. Solicitation and other activities by the Soliciting Dealers hereunder shall be undertaken only in accordance with the Dealer Manager Agreement, this Agreement, the Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the applicable rules and regulations of the Commission, the Blue Sky Survey hereinafter referred to and the Rules of the National Association of Securities Dealers, Inc. (the "NASD"), specifically including, but not in any way limited to, NASD Rules 2440, 2730, 2740, and 2750. In offering the sale of Shares to any person, each Soliciting Dealer shall have reasonable grounds to believe (based on such information as the investment objectives, other investments, financial situation and needs of the person or any other information known by you after due inquiry) that: (i) such person is or will be in a financial position appropriate to enable such person to realize to a significant extent the benefits described in the Prospectus and has a net worth sufficient to sustain the risks inherent in the program, including loss of investment and lack of liquidity; (ii) the purchase of the Shares is otherwise suitable for such person, and each Soliciting Dealer shall maintain records disclosing the basis upon which each Soliciting Dealer determined the suitability of any persons offered

Not a Separate Entity. Nothing contained herein shall constitute you and/or or the Soliciting Dealers or any of them an association, partnership, limited liability company, unincorporated business or other separate entity. REMAINDER IF THE FOREGOING IS IN ACCORDANCE WITH YOUR UNDERSTANDING OF PAGE INTENTIONALLY LEFT BLANKOUR AGREEMENT, KINDLY SIGN AND RETURN IT TO US, WHEREUPON THIS INSTRUMENT WILL BECOME A BINDING AGREEMENT BETWEEN YOU AND THE COMPANY IN ACCORDANCE WITH ITS TERMS. If the foregoing is in accordance with your understanding of our agreementINLAND AMERICAN REAL ESTATE TRUST, kindly sign and return it to usINC., whereupon this instrument will become a binding agreement between you and the Company in accordance with its terms. Inland Western Retail Real Estate Trust, Inc., a Maryland corporation A MARYLAND CORPORATION By: ------------------------------------------- /s/ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Title: Chairman ---------------------------------------- President Accepted as of the date first above written: Inland Securities Corporation A DELAWARE CORPORATION By: ----------------------------- /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President -------------------------- EXHIBIT A TO DEALER MANAGER AGREEMENT INLAND WESTERN RETAIL REAL ESTATE TRUST«DD_CONTACT» «BD» «SUITE» «ADDRESS» «CITY», INC. FORM OF SOLICITING DEALERS AGREEMENT Ladies and Gentlemen«STA» «ZIP» Dear «▇▇▇»: We have entered into an agreement (the "Dealer Manager Agreement") agreement, which is a part hereof and attached hereto, with Inland Western Retail American Real Estate Trust, Inc., a Maryland corporation (the "“Company"”), under which we have agreed to use our best efforts to solicit subscriptions for the shares of the Company’s common stock (the "Shares") in the Company“Dealer Manager Agreement”). The Company is offering to the public an aggregate maximum of up to 250,000,000 500,000,000 Shares at a price of $10.00 per Share on a "“best efforts" ” basis and up to 20,000,000 40,000,000 Shares issued pursuant to the Company's ’s distribution reinvestment program plan at a price of $9.50 per Share (collectively, the "“Offering"”). Capitalized terms used but not defined herein shall have the meanings set forth in the Prospectus as defined in the Dealer Manager Agreement. In connection with the performance of performing our obligations under Section 2 of the Dealer Manager Agreement, we are authorized to retain the services of securities dealers who are members of the National Association of Securities Dealers, Inc. (the "each, a “Soliciting Dealers"Dealer”) to solicit subscriptions. You are hereby invited to become a Soliciting Dealer and, as such, to use your best efforts to solicit subscribers for Shares, Shares in accordance with the following terms and conditions: 1. A registration statement (the "Registration Statement") with respect to the 270,000,000 Shares has been filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), and has become effective. The 270,000,000 Shares and the Offering are more particularly described in the enclosed prospectus (the "Prospectus") which is part of the Registration Statement. Additional copies of the Prospectus will be supplied to you in reasonable quantities upon request and may be provided to you in electronic version by us or by the Company. We will also provide you with reasonable quantities of any supplemental literature prepared by the Company in connection with the offering of the Shares (the "Offering"). 2. Solicitation and other activities by the Soliciting Dealers hereunder shall be undertaken only in accordance with the Dealer Manager Agreement, this Agreement, the Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the applicable rules and regulations of the Commission, the Blue Sky Survey hereinafter referred to and the Rules of the National Association of Securities Dealers, Inc. (the "NASD"), specifically including, but not in any way limited to, NASD Rules 2440, 2730, 2740, and 2750. In offering the sale of Shares to any person, each Soliciting Dealer shall have reasonable grounds to believe (based on such information as the investment objectives, other investments, financial situation and needs of the person or any other information known by you after due inquiry) that: (i) such person is or will be in a financial position appropriate to enable such person to realize to a significant extent the benefits described in the Prospectus and has a net worth sufficient to sustain the risks inherent in the program, including loss of investment and lack of liquidity; (ii) the purchase of the Shares is otherwise suitable for such person, and each Soliciting Dealer shall maintain records disclosing the basis upon which each Soliciting Dealer determined the suitability of any persons offered

Not a Separate Entity. Nothing contained herein shall constitute you and/or the Soliciting Dealers or any of them an association, partnership, limited liability company, unincorporated business or other separate entity. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return it to us, whereupon this instrument will become a binding agreement between you and the Company in accordance with its terms. Inland Western Retail Real Estate Trust, Inc., a Maryland corporation By: ------------------------------------------- /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ------------------------------- Title: Chairman ---------------------------------------- Vice President ------------------------------- Accepted as of the date first above written: Inland Securities Corporation By: ----------------------------- /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ----------------------------------- Title: President -------------------------- ----------------------------------- EXHIBIT A TO DEALER MANAGER AGREEMENT INLAND WESTERN RETAIL REAL ESTATE TRUST, INC. FORM OF SOLICITING DEALERS AGREEMENT Ladies and Gentlemen: We have entered into an agreement (the "Dealer Manager Agreement") which is a part hereof and attached hereto, with Inland Western Retail Real Estate Trust, Inc., a Maryland corporation (the "Company"), under which we have agreed to use our best efforts to solicit subscriptions for the shares of common stock (the "Shares") in the Company. The Company is offering to the public an aggregate maximum of up to 250,000,000 50,000,000 Shares at a price of $10.00 10 per Share on a "best efforts" basis and basis, up to 20,000,000 4,000,000 Shares issued pursuant to the Company's distribution reinvestment program at a price of $9.50 per Share and 2,000,000 warrants issuable to us and to you (the "Soliciting Dealer Warrants") (and Shares issuable on exercise of the Soliciting Dealer Warrants) which are issuable in certain circumstances in connection with the sale of Shares (the "Offering"). In connection with the performance of our obligations under Section 2 of the Dealer Manager Agreement, we are authorized to retain the services of securities dealers who are members of the National Association of Securities Dealers, Inc. (the "Soliciting Dealers") to solicit subscriptions. You are hereby invited to become a Soliciting Dealer and, as such, to use your best efforts to solicit subscribers for Shares, in accordance with the following terms and conditions: 1. A registration statement (the "Registration Statement") with respect to the 270,000,000 56,000,000 Shares and the Soliciting Dealer Warrants has been filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), and has become effective. The 270,000,000 Shares 56,000,000 Shares, the Soliciting Dealer Warrants and the Offering are more particularly described in the enclosed prospectus (the "Prospectus") which is part of the Registration Statement. Additional copies of the Prospectus will be supplied to you in reasonable quantities upon request and may be provided to you in electronic version by us or by the Company. We will also provide you with reasonable quantities of any supplemental literature prepared by the Company in connection with the offering of the Shares (the "Offering"). 2. Solicitation and other activities by the Soliciting Dealers hereunder shall be undertaken only in accordance with the Dealer Manager Agreement, this Agreement, the Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the applicable rules and regulations of the Commission, the Blue Sky Survey hereinafter referred to and the Rules of the National Association of Securities Dealers, Inc. (the "NASD"), specifically including, but not in any way limited to, NASD Rules 2440, 2730, 2740, and 2750. In offering the sale of Shares to any person, each Soliciting Dealer shall have reasonable grounds to believe (based on such information as the investment objectives, other investments, financial situation and needs of the person or any other information known by you after due inquiry) that: (i) such person is or will be in a financial position appropriate to enable such person to realize to a significant extent the benefits described in the Prospectus and has a net worth sufficient to sustain the risks inherent in the program, including loss of investment and lack of liquidity; (ii) the purchase of the Shares is otherwise suitable for such person, and each Soliciting Dealer shall maintain records disclosing the basis upon which each Soliciting Dealer determined the suitability of any persons offered

Not a Separate Entity. Nothing contained herein shall constitute you and/or the Soliciting Dealers or any of them an association, partnership, limited liability company, unincorporated business or other separate entity. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return it to us, whereupon this instrument will become a binding agreement between you and the Company in accordance with its terms. Inland Western Retail Real Estate Trust, Inc., a Maryland corporation By: ------------------------------------------- ___________________________________ Title: Chairman ---------------------------------------- ________________________________ Accepted as of the date first above written: Inland Securities Corporation By: ----------------------------- _____________________________ Title: President -------------------------- ______________________ EXHIBIT A TO DEALER MANAGER AGREEMENT INLAND WESTERN RETAIL REAL ESTATE TRUST, INC. FORM OF SOLICITING DEALERS AGREEMENT Ladies and Gentlemen: We have entered into an agreement (the "Dealer Manager Agreement") which is a part hereof and attached hereto, with Inland Western Retail Real Estate Trust, Inc., a Maryland corporation (the "Company"), under which we have agreed to use our best efforts to solicit subscriptions for the shares of common stock (the "Shares") in the Company. The Company is offering to the public an aggregate maximum of up to 250,000,000 50,000,000 Shares at a price of $10.00 10 per Share on a "best efforts" basis and basis, up to 20,000,000 4,000,000 Shares issued pursuant to the Company's distribution reinvestment program at a price of $9.50 per Share and 2,000,000 warrants issuable to us and to you (the "Soliciting Dealer Warrants") (and Shares issuable on exercise of the Soliciting Dealer Warrants) which are issuable in certain circumstances in connection with the sale of Shares (the "Offering"). In connection with the performance of our obligations under Section 2 of the Dealer Manager Agreement, we are authorized to retain the services of securities dealers who are members of the National Association of Securities Dealers, Inc. (the "Soliciting Dealers") to solicit subscriptions. You are hereby invited to become a Soliciting Dealer and, as such, to use your best efforts to solicit subscribers for Shares, in accordance with the following terms and conditions: 1. A registration statement (the "Registration Statement") with respect to the 270,000,000 56,000,000 Shares and the Soliciting Dealer Warrants has been filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), and has become effective. The 270,000,000 Shares 56,000,000 Shares, the Soliciting Dealer Warrants and the Offering are more particularly described in the enclosed prospectus (the "Prospectus") which is part of the Registration Statement. Additional copies of the Prospectus will be supplied to you in reasonable quantities upon request and may be provided to you in electronic version by us or by the Company. We will also provide you with reasonable quantities of any supplemental literature prepared by the Company in connection with the offering of the Shares (the "Offering"). 2. Solicitation and other activities by the Soliciting Dealers hereunder shall be undertaken only in accordance with the Dealer Manager Agreement, this Agreement, the Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the applicable rules and regulations of the Commission, the Blue Sky Survey hereinafter referred to and the Rules of the National Association of Securities Dealers, Inc. (the "NASD"), specifically including, but not in any way limited to, NASD Rules 2440, 2730, 2740, and 2750. In offering the sale of Shares to any person, each Soliciting Dealer shall have reasonable grounds to believe (based on such information as the investment objectives, other investments, financial situation and needs of the person or any other information known by you after due inquiry) that: (i) such person is or will be in a financial position appropriate to enable such person to realize to a significant extent the benefits described in the Prospectus and has a net worth sufficient to sustain the risks inherent in the program, including loss of investment and lack of liquidity; (ii) the purchase of the Shares is otherwise suitable for such person, and each Soliciting Dealer shall maintain records disclosing the basis upon which each Soliciting Dealer determined the suitability of any persons offered

Not a Separate Entity. Nothing contained herein shall constitute you and/or the Soliciting Dealers or any of them an association, partnership, limited liability company, unincorporated business or other separate entity. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return it to us, whereupon this instrument will become a binding agreement between you and the Company in accordance with its terms. Inland Western Retail Real Estate Trust, Inc., a Maryland corporation By: ------------------------------------------- /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ------------------------------------ Title: Chairman ---------------------------------------- ------------------------------------ Accepted as of the date first above written: Inland Securities Corporation By: ----------------------------- /s/ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ --------------------------- Title: President -------------------------- --------------------------- EXHIBIT A TO DEALER MANAGER AGREEMENT INLAND WESTERN RETAIL REAL ESTATE TRUST, INC. FORM OF SOLICITING DEALERS AGREEMENT Ladies and Gentlemen: We have entered into an agreement (the "Dealer Manager Agreement") which is a part hereof and attached hereto, with Inland Western Retail Real Estate Trust, Inc., a Maryland corporation (the "Company"), under which we have agreed to use our best efforts to solicit subscriptions for the shares of common stock (the "Shares") in the Company. The Company is offering to the public an aggregate maximum of up to 250,000,000 150,000,000 Shares at a price of $10.00 10 per Share on a "best efforts" basis and basis, up to 20,000,000 12,000,000 Shares issued pursuant to the Company's distribution reinvestment program at a price of $9.50 per Share and 6,000,000 warrants issuable to us and to you (the "Soliciting Dealer Warrants") (and Shares issuable on exercise of the Soliciting Dealer Warrants) which are issuable in certain circumstances in connection with the sale of Shares (the "Offering"). In connection with the performance of our obligations under Section 2 of the Dealer Manager Agreement, we are authorized to retain the services of securities dealers who are members of the National Association of Securities Dealers, Inc. (the "Soliciting Dealers") to solicit subscriptions. You are hereby invited to become a Soliciting Dealer and, as such, to use your best efforts to solicit subscribers for Shares, in accordance with the following terms and conditions: 1. A registration statement (the "Registration Statement") with respect to the 270,000,000 168,000,000 Shares and the Soliciting Dealer Warrants has been filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), and has become effective. The 270,000,000 Shares 168,000,000 Shares, the Soliciting Dealer Warrants and the Offering are more particularly described in the enclosed prospectus (the "Prospectus") which is part of the Registration Statement. Additional copies of the Prospectus will be supplied to you in reasonable quantities upon request and may be provided to you in electronic version by us or by the Company. We will also provide you with reasonable quantities of any supplemental literature prepared by the Company in connection with the offering of the Shares (the "Offering"). 2. Solicitation and other activities by the Soliciting Dealers hereunder shall be undertaken only in accordance with the Dealer Manager Agreement, this Agreement, the Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the applicable rules and regulations of the Commission, the Blue Sky Survey hereinafter referred to and the Rules of the National Association of Securities Dealers, Inc. (the "NASD"), specifically including, but not in any way limited to, NASD Rules 2440, 2730, 2740, and 2750. In offering the sale of Shares to any person, each Soliciting Dealer shall have reasonable grounds to believe (based on such information as the investment objectives, other investments, financial situation and needs of the person or any other information known by you after due inquiry) that: (i) such person is or will be in a financial position appropriate to enable such person to realize to a significant extent the benefits described in the Prospectus and has a net worth sufficient to sustain the risks inherent in the program, including loss of investment and lack of liquidity; (ii) the purchase of the Shares is otherwise suitable for such person, and each Soliciting Dealer shall maintain records disclosing the basis upon which each Soliciting Dealer determined the suitability of any persons offered