2004 ICSC Investor/Analyst Seminar May 24, 2004

Retail Centers Occupancy 93% Comp Tenant Sales $439 psf

Retail Centers NOI Growth 2004 growth from comparable properties 2.5% - 3% 2004 growth from the total retail segment 8%

Retail Centers Net Operating Income Millions

1 Excludes urban centers, projects with less than two anchors, and centers open less than two years 2 Comparable tenants, excluding spaces >10,000 s.f Sales per Square Foot 2 Center Ranking A+ or A B C Regional Centers Average Occupancy % 2004 Net Operating Income $ 489 $ 357 $ % 91 % 73 % 24 % 3 % Rouse Regional Centers Key Performance Measures

Retail Centers Base Rent Growth New Rents in 2000: New Rents in 2004, YTD: $40.00 psf $50.86 psf 27% Growth 6% on compound basis

Shops at La Cantera San Antonio San Antonio, Texas

Shops at La Cantera Nordstrom Neiman Marcus Dillard’s Foley’s Future Expansion Site

Retail Centers

Community Development Summerlin

Community Development Columbia

Community Development The Woodlands

Bridgelands

$49.2 $48.0 $51.6 $69.9 $78.0 $86.2 $123.9 $0 $ Community Development NOI Millions

Community Development Pricing Growth Average price per acre in 1998: Average price per acre in 2003: $349,000 $739, % Growth 16% on compound basis Columbia, Maryland

Community Development Pricing Growth Average price per acre in 1998: Average price per acre in 2003: $155,000 $484, % Growth 26% on compound basis Summerlin, Nevada

Community Development Pricing Growth Average price per acre in 2002: Average price per acre in 2003: $294,000 $405,000 38% Growth Fairwood, Maryland

The Woodlands

Bridgelands

2004 ICSC Investor/Analyst Seminar May 24, 2004

Reconciliation of cash from operations available for reinvestment, net proceeds from capital transactions and net capital redeployments to Statement of Cash Flows Millions Net cash provided by operating activities Expenditures for the acquisition of Bridgelands included in land acquisition expenditures Expenditures for improvements to existing properties Dividends paid Cash from operations available for reinvestment Proceeds from capital transactions Proceeds from the disposition of properties to PREIT, Kravco and other properties Proceeds from the disposition of interests in properties Expenditures for acquisition of Christiana netted with proceeds from dispositions Proceeds from the exercise of stock options Net proceeds from the issuance and repayment of debt, excluding construction loan draws Net other investing and other financing activities Net proceeds from capital transactions Capital redeployments Total expenditures for acquisitions of interests in properties and other assets Expenditures for acquisitions of interests in properties and other assets Expenditures for acquisition of Christiana netted with proceeds from dispositions Purchase of Parent Company-obligated mandatorily redeemable preferred securities Repurchases of common stock Expenditures for the acquisition of Bridgelands included in land acquisition expenditures Equity in development Expenditures for properties in development Expenditures for investments in unconsolidated real estate ventures in development Proceeds from borrowings on construction loans Net capital redeployments Net change in cash Year ended 12/31/2003 $ (71) (162) (4) 597 (437) (57) (72) (22) (97) (685) $ (397) (40) (168) (27) 98

Payout Ratio Affords Substantial Flexibility Net cash provided by operating activities Acquisition of Bridgelands (included in land acquisition expenditures) Improvements to existing properties Dividends paid Common150 Preferred 12 Cash from operations available for reinvestment $ (71) (162) $ 165 Millions For the year ended December 31, 2003

Cash from Operations Supplemented by Capital Raising/Recycling Cash from operations available for reinvestment Proceeds from the disposition of properties to PREIT, Kravco and other properties Proceeds from exercise of stock options Net borrowings (note 1) Other, net Net proceeds from capital transactions Total capital transactions and cash from operations $ (4) $ 597 $ 762 Millions Note 1Net proceeds from the issuance and repayment of debt, excluding construction loan draws. For the year ended December 31, 2003

How Did We Spend It ? Acquisitions of interests in properties and other assets Acquisitions of Christiana/Staten Island/ Mizner Park / Other Acquisition of interest in Woodlands 9.25% QUIPS (preferred securities) retired Repurchase of shares --- Hughes participation Bridgelands acquisition Equity in development (note 1) Millions Note 1Includes expenditures for properties in development and investments in joint ventures in development, net of construction loan draws. Net capital redeployed $ $ For the year ended December 31, 2003 Net capital redeployments

Cash from operations available for reinvestment Net proceeds from capital transactions Net capital redeployments $ 165 $ 597 $ 762 $ 685 MillionsFor the year ended December 31, 2003 $77

Other Provisions, Impairment Losses & Net Gains on Dispositions / 2002, 2003 and 1 st Q 2004 Pension curtailment & settlement losses Organizational changes / early retirements Losses (gains) on early extinguishment of debt Impairment provisions Total $ (8) 61 $ 105 Gains on Dispositions Provisions $ 228 Millions January March 2004 * $75 million included in earnings from continuing operations, primarily dispositions of interests in Christiana Mall and Franklin Park, and $153 million included in discontinued operations. ****

Pension Curtailment / Settlement Losses  $30 million through March 31, 2004  $35 million estimate for the remainder of 2004  Acceleration of expense recognition that would otherwise be recognized under GAAP over the remaining average years of service of pension beneficiaries. No more pension plan, no more service years. Everything gets recognized currently, regardless of when cash was invested.  During 2004, quarterly expense recognition is tied to the pace at which people retire or leave -- but the impact to annual guidance remains at $0.35/share. What do the charges represent ?

What does this mean for shareholders going forward?  Meaningful future cash savings without additional current investment. Millions Contributed  Eliminates reporting complexity - cash and earnings diverge in pension accounting.

Organization Changes / Early Retirements Provision for personnel changes (Includes $11 M for retirements of two Vice Chairmen & CFO) $ 22 Millions *Assumes 1/1/02 internal cost structure grows at CAGR of 4% and includes 2004 projected internal costs/savings. $22* January 1, 2002 – December 31, 2004 SAVINGS January 1, March 31, 2004

Impairment Provisions Merchant Wired Impairments - Operating properties Echelon Westdale Other Total $ $ 61 Millions  Non-recourse financing protected shareholders  Relieved of mortgage debt exceeding market value 2002, 2003 and 1st Q 2004

Losses (Gains) on Early Extinguishment of Debt: $8 Million Net Benefit Refinanced $240 million Fashion Show construction loan -  Saving 130 bp vs prior mortgage debt  Mortgage debt replaced with unsecured debt Redeemed $137 million of 9.25% preferred –  Annualized savings of $12.9 million  Approximately $700,000 in expense savings in 2005 Echelon - Net gain on non-recourse debt relief Property dispositions - PREIT, Inglewood, other Other Net gains 1 $ 4 (36) 19 4 $ (8) Loss / (Gain) Millions 2002, 2003 and 1st Q 2004

Columbia Land Sales vs. 30 Year Fixed Rate Mortgage Columbia Land Sales (Millions) 30 Year Fixed Rate Mortgage *Revenue figures include builder participation

Building Permits vs. 30 Year Fixed Rate Mortgage Building Permits (000’s) Interest Rate

Urbanization Columbia Town Center

Urbanization Woodlands Town Center

Urbanization

Columbia Town Center

 Retention of parking fields  Utilization of shared parking  Strategic utilization of ground leases  Ongoing ownership of operating properties

Columbia Town Center

Summerlin

The Woodlands

Beachwood Place Woodbridge Center

Willowbrook Mall Oakbrook Center

Bridgewater Commons Staten Island Mall

Dillard’s Robinsons - May Anchor Summerlin Town Centre

The Woodlands Town Center

2004 ICSC Investor/Analyst Seminar May 24, 2004