INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.



                                   270,000,000



                             SHARES OF COMMON STOCK



                            $.001 PAR VALUE PER SHARE



                            DEALER MANAGER AGREEMENT



                               _____________, 2003



                          Inland Securities Corporation

                              2901 Butterfield Road

                            Oak Brook, Illinois 60521



Ladies/Gentlemen:



     Inland Western Retail Real Estate Trust, Inc. (the "Company"), a Maryland

corporation, is qualified as a real estate investment trust (a "REIT") under

federal income tax laws. The Company was formed on March 5, 2003, and is

governed by the Bylaws (as may be amended from time to time, the "Bylaws") and

the Articles of Incorporation (as may be amended from time to time, the

"Articles") in the form incorporated by reference into the Registration

Statement, as described in Section 1(a) hereof (such Bylaws and Articles being

hereinafter referred to as the "Organizational Documents"). The advisor to the

Company is Inland Western Retail Real Estate Advisory Services, Inc., an

Illinois corporation (the "Advisor").



     The Company is offering (i) on a "best efforts" basis up to 250,000,000

shares of common stock, $.00l par value per share (the "Shares") for a purchase

price of $10.00 per Share with a minimum initial investment of $3,000 ($1,000 in

the case of tax-exempt investors, except for residents of the State of Iowa

where Individual Retirement Accounts must have a minimum investment of $3,000,

and for residents of the State of Minnesota where Individual Retirement Accounts

and qualified plan accounts must have a minimum investment of $2,000), (ii) and

up to 20,000,000 Shares for a purchase price of $9.50 per Share for issuance

through the Company's distribution reinvestment program, all upon the other

terms and conditions set forth in the Prospectus, as described in Section 1(a)

hereof (the "Offering"). The subscribers, each of whom will be required to enter

into a subscription agreement substantially similar to the form of the

Subscription Agreement attached as Appendix C to the Prospectus (the

"Subscription Agreement"), will, upon acceptance of their subscriptions by and

in the discretion of the Company, become stockholders of the Company (the

"Stockholders").



     1.   REPRESENTATION AND WARRANTIES OF THE COMPANY. The Company hereby

represents, warrants and agrees with you that:



          1.1     REGISTRATION STATEMENT AND PROSPECTUS. A registration

     statement (File 333-103799) on Form S-11 with respect to an aggregate of

     250,000,000 Shares and



{Page}



     20,000,000 Shares issuable pursuant to the Company's distribution

     reinvestment program, has been prepared by the Company pursuant to the

     Securities Act of 1933, as amended (the "Act"), and the rules and

     regulations (the "Rules and Regulations") of the Securities and Exchange

     Commission (the "Commission") thereunder and has been filed with the

     Commission under the Act; one or more amendments to such registration

     statement have been or may be so prepared and filed. As used in this

     Agreement, the term "Registration Statement" means such registration

     statement in the form in which it becomes effective, the term "Effective

     Date" means the date upon which the Registration Statement is or was first

     declared effective by the Commission and the term "Prospectus" means the

     prospectus in the form constituting a part of the Registration Statement as

     well as in the form first filed with the Commission pursuant to its Rule

     424 after the Registration Statement becomes effective. The Commission has

     not issued any stop order suspending the effectiveness of the Registration

     Statement and no proceedings for that purpose have been instituted or are

     pending before or threatened by the Commission under the Act.



          1.2     COMPLIANCE WITH THE ACT. From the time the Registration

     Statement becomes effective and at all times subsequent thereto up to and

     including the Termination Date (as defined in Section 2(c) hereof):



the Registration Statement, the Prospectus and any amendments or supplements

thereto will contain all statements which are required to be stated therein by

the Act and the Rules and Regulations and will comply in all material respects

with the Act and the Rules and Regulations; and



neither the Registration Statement nor the Prospectus nor any amendment or

supplement thereto will at any such time include any untrue statement of a

material fact or omit to state any material fact required to be stated therein

or necessary to make the statements therein, in light of the circumstances under

which they were made, not misleading.



          1.3     NO SUBSEQUENT MATERIAL EVENTS. Subsequent to the respective

     dates as of which information is given in the Registration Statement and

     Prospectus and prior to the Termination Date, except as contemplated in the

     Prospectus or as disclosed in a supplement or amendment thereto or in the

     periodic financial statements of the Company, the Company has not and will

     not have:



incurred any material liabilities or obligations, direct or contingent; or



entered into any material transaction, not in the ordinary course of business

and, except as so disclosed, there has not been and will not be any material

adverse change in the financial position or results of operations of the

Company.



          1.4     CORPORATION STATUS. The Company is a corporation duly formed

     and validly existing under the General Corporation Law of Maryland.



          1.5     AUTHORIZATION OF AGREEMENT. This Agreement has been duly and

     validly authorized, executed and delivered by or on behalf of the Company

     and constitutes the valid and binding agreement of the Company enforceable

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