<Page>
EXHIBIT 10.9
INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
SHARE REPURCHASE PLAN
The Board of Directors (the "Board") of Inland Western Retail Real Estate
Trust, Inc., a Maryland corporation (the "Company"), has adopted and elected to
implement a share repurchase plan (the "Repurchase Plan") by which shares of the
Company's Common Stock ("Shares") may be repurchased by the Company from
shareholders subject to certain conditions and limitations. The effective date
of this Repurchase Plan is August 1, 2003.
1. REPURCHASE OF SHARES. The Company may, at its option, repurchase
Shares presented to the Company for cash, subject to the limitations regarding
availability of funds and the aggregate amount of shares the Company is
permitted to purchase under the Repurchase Plan, and certain other conditions
and restrictions. Any and all Shares the Company purchase under the Repurchase
Plan will be canceled, and will have the status of authorized but unissued
Shares. Any and all Shares the Company acquires through the Repurchase Plan will
not be reissued unless such Shares are first registered with the Securities and
Exchange Commission under the Securities Act of 1933 and under appropriate state
securities laws or otherwise issued in compliance with such laws.
2. REPURCHASE PRICE. The repurchase price at which Shares may be sold
back to the Company are as follows:
(a) ONE YEAR FROM THE PURCHASE DATE. If the Shares are
beneficially held for one year from the purchase date, the repurchase price
shall be $9.25 per Share.
(b) TWO YEARS FROM THE PURCHASE DATE. If the Shares are
beneficially held for two years from the purchase date, the repurchase price
shall be $9.50 per Share.
(c) THREE YEARS FROM THE PURCHASE DATE. If the Shares are
beneficially held for three years from the purchase date, the repurchase price
shall be $9.75 per Share.
(d) FOUR YEARS FROM THE PURCHASE DATE. If the Shares are
beneficially held for four years from the purchase date, the repurchase price
shall be the greater of: (i) $10.00 per share; or (ii) a price equal to 10 times
our "funds available for distribution" per weighted average Share outstanding
for the prior calendar year.
3. FUNDING OF REPURCHASE PLAN. The Company is permitted, for the purpose
of repurchasing Shares, to use offering proceeds from public offerings of its
Shares, as well as proceeds from its Distribution Reinvestment Program
("Reinvestment Program") and other operating funds, if any, as the Board, in its
sole discretion, may reserve for this purpose.
(a) DISTRIBUTION REINVESTMENT PROGRAM. The full amount of the
proceeds from the Reinvestment Program attributable to any month may be used by
the Company to repurchase Shares presented during that month.
<Page>
(b) OFFERING PROCEEDS. The amount of proceeds from a concurrent
public offering of Shares available for repurchasing Shares will be limited to
$1,000,000 per calendar month, subject to certain carry-forward provisions
described below.
(c) EXCESS AVAILABLE FUNDS. In the event that the proceeds from
the Reinvestment Program plus the amount of available funds from a concurrent
public offering exceed the amount needed to repurchase the Shares for which
repurchase requests have been submitted in a particular calendar month, the
Company may (but shall not be obligated to) carry over such excess amount to the
subsequent calendar month(s) for use in addition to the amount of proceeds
available from the Reinvestment Program and available funds from the concurrent
public offering otherwise available for repurchases during that subsequent
month(s).
(d) INSUFFICIENT AVAILABLE FUNDS. In the event that the proceeds
from the Reinvestment Program plus the amount of available funds from a
concurrent offering are insufficient in amount to repurchase all of the Shares
for which repurchase requests have been submitted in a particular month (or in
the event, honoring all repurchase requests would violate the Aggregate Number
of Shares Limit described in Section 4(e) below), the Company shall repurchase
only those Shares for which it has available funds (and which would not violate
the Aggregate Number of Shares Limit), on a pro rata basis for that calendar
month. A shareholder whose Shares are not repurchased due to insufficient
proceeds or because of the Aggregate Number of Shares Limit in that month will
have his request honored. A shareholder whose Shares are not repurchased may
withdraw his request for repurchase by notifying the Company in writing before
the last day of the month. The Company cannot guarantee that it will be able to
repurchase all Shares for which a repurchase request is received.
(e) PERCENTAGE LIMITATION. To the extent the Company has funds
available from sources described in subparagraphs 3(a), 3(b) and 3(c) above, the
Company may effect repurchases of Shares; provided, however, at no time during
any consecutive 12-month period may the number of Shares repurchased by the
Company under this Repurchase Plan exceed five percent (5%) of the number of
Shares outstanding at the beginning of such 12-month period.
4. SHAREHOLDER REQUIREMENTS. Any shareholder may elect to participate in
the Repurchase Plan with respect to all or a designated portion of the
shareholder's Shares, subject to the following conditions and limitations:
(a) HOLDING PERIOD. Only Shares that have been held by the
presenting shareholder for more than one (1) year are eligible for repurchase by
the Company. If a shareholder dies during the one year holding period, the
Board, in its sole discretion, may waive the holding period for the
shareholder's beneficiaries or heirs, as appropriate.
(b) AGGREGATE NUMBER OF SHARES LIMIT. Subject to sufficient funds
being available, the number of Shares repurchased during any calendar year shall
be limited to five percent (5.0%) of the weighted average number of Shares
outstanding during the prior calendar year. Fractional shares may not be
presented for repurchase.
(c) WRITTEN REQUESTS. A shareholder may request that the Company
repurchase the shareholder's Shares by submitting a written request, to Ms.
Roberta S. Matlin,
2
<Page>
Vice President of Administration, Inland Western Retail Real Estate Trust, Inc.,
2901 Butterfield Road Oak Brook, Illinois 60523. The written request must state
the name of the person/entity who owns the Shares, the date of purchase of the
Shares and the number of Shares to be repurchased. Written requests for shall be
accepted on a on a monthly basis, subject to the limitation set forth in Section
4(b) above and subject to funds being available.
(d) ASSIGNMENT FORM. Generally within one week of submitting the
written request, the Company shall send an assignment form for execution by the
shareholder or the shareholder's custodian/trustee along with a request to
return the certificate of ownership. The assignment must be properly executed,
and the certificate of ownership must be properly endorsed and presented to the
Company.
(e) INSUFFICIENT AVAILABLE FUNDS. It is possible that a
shareholder may not have the entire written request honored due to the funds
available for the Repurchase Plan. If the Company does not have sufficient funds
available for repurchase of the entire request, the Company will purchase only
those Shares for which sufficient funds are available; and prorate its purchases
from the aggregate requests from the requesting shareholders. The Company will
place the requesting shareholder who does not have their entire request honored
on a waiting list until funds become available sufficient to complete the
transaction. If there are no funds are available for the Repurchase Plan when a
repurchase is requested, the shareholder may withdraw the written request, or
ask that the Company honor the request when funds are available.
(f) NO ENCUMBRANCES. All Shares presented for repurchase must be
owned by the shareholder(s) making the presentment, or the party presenting the
Shares must be authorized to do so by the owner(s) of the Shares. Such Shares
must be fully transferable and not subject to any liens or other encumbrances.
Upon receipt of the assignment form, the Company will conduct a Uniform
Commercial Code (UCC) search to ensure that no liens are held against the Shares
at the cost of $100 to the shareholder, which will be deducted from the proceeds
of the repurchase. The repurchase will occur on a first come-first serve basis
assuming all documentation is complete, including a negative response from a UCC
search. If the UCC search determines that a lien exists against the Shares, the
Company will charge the requesting shareholder for the UCC search.
(g) WITHDRAWAL OF WRITTEN REQUEST. In the event a shareholder
wishes to withdraw the written request to have the Shares repurchased, the
shareholder must notify the Company in writing. The Company will not repurchase
that shareholder's Shares so long as the Company receives the written request to
withdraw prior to the date payment is sent to the applicable shareholder. If the
Company conducts the UCC search prior to receiving the shareholder's written
request to withdraw, the shareholder will be responsible for payment of the $100
UCC search fee regardless of such withdrawal.
(h) Deadline for Presentment. The Company will repurchase Shares
on or about the last day of each calendar month.
5. TERMINATION OF REPURCHASE PLAN. This Repurchase Plan shall terminate
or be suspended, as the case may be, and the Company will not accept Shares for
repurchase upon the occurrence of any of the following:
3
<Page>
(a) In the event the Shares are listed on any national securities
exchange, or are subject of bona fide quotes on any inter-dealer quotation
system or electronic communications network, or are subject of bona fide quotes
in the pink sheets; or
(b) In the event the Board determines it to be in the best
interest of the Company to suspend or terminate the Repurchase Plan.
6. AMENDMENT. This Repurchase Plan may be amended in whole or in part by
the Board, in its sole discretion, at any time or from time to time.
7. MISCELLANEOUS.
(a) NOTICE. If the event the Company terminates, reduces or
otherwise change the Repurchase Plan, the Company will send a written notice to
shareholders informing them of the such termination or change with at least
thirty days advance written notice, and the Company will disclose the changes in
quarterly reports filed with the Securities and Exchange Commission on Form
10-Q.
(b) LIABILITY. Neither the Company nor the Repurchase Agent (as
defined below) shall have any liability to any shareholder for the value of the
shareholder's Shares, the repurchase price of the shareholder's Shares, or for
any damages resulting from the shareholder's presentation of this Shares or the
repurchase of the Shares under this Repurchase Plan, except as result from the
Company's or the Repurchase Agent's gross negligence, recklessness, or violation
of applicable law; provided, however, that nothing contained herein shall
constitute a waiver or limitation of any rights or claims a shareholder may have
under federal or state securities laws.
(c) TAXES. Shareholders shall have complete responsibility for
payment of all taxes, assessments, and other applicable obligations resulting
from the Company's repurchase of Shares.
(d) REPURCHASE AGENT. The Repurchase Agent, Inland Securities
Corporation, shall be a member of the NASD.
4