NOVEMBER 2003

Safe Harbor Statement This presentation includes forward-looking statements, which reflect the Company’s current view with respect to future events and financial performance. These forward-looking statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from historical or anticipated results. The words “believe,” “expect,” “anticipate” and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. The Rouse Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For a discussion of certain factors that could cause actual results to differ materially from historical or anticipated results, including real estate investment risks, development risks and changes in the economic climate, see Exhibit 99.1 of The Rouse Company’s Form 10-K for the year ended December 31,

The Woodlands Acquisition 2

Summary of the Transaction The Rouse Company (“RSE”) has signed a letter of intent to acquire the 52.5% ownership of The Woodlands, currently owned by Crescent Real Estate Equities Co. (“Crescent”). Morgan Stanley Real Estate Fund, L.P. (“MSREF”) will continue to own the remaining 47.5% of The Woodlands. The Woodlands provides RSE with additional geographic diversification in one of the nation’s pre-eminent master-planned communities with a thirty year history, enhancing its recent investment in West Houston. RSE will pay $387 million for the 52.5% stake capitalized through the sale of the Hughes Center to Crescent, the assumption of debt, and asset sales. Proposed timetable: CompletedDue diligence 11/25/03Target signing definitive agreement 12/31/03Closing 3

RSE Net Operating Income Mix Nine Months Ended September 30, By Segment By Geography Office/Other 16.3% Community 16.7% Retail 67.0% Office/Other 13.1% Community 18.2% Retail 68.6% Vegas 18.4% Baltimore/ Washington 22.4% Other 59.2% N.B. Before commercial development and corporate overhead expenses. Excludes effects of The Woodlands transaction.

5 THE WOODLANDS WEST HOUSTON MASTER-PLANNED COMMUNITY

The Woodlands Today Considered the leading MPC in Houston Consistently achieving the highest home prices and residential absorption pace in the area 6 Attractive proximity to Houston  25 miles due north  Located on I-45 Thirty year track record  70,000 residents primarily in single-family homes  900 businesses employing 30,000 Attractive amenities  21 public and private schools  One of the highest ranking school districts in the Houston area  14 of the 16 schools in the district were rated in the top two categories  The Woodlands High School is a national “blue ribbon” school (by the U.S. Dept. of Education)  Provides homeowners with investment protection in market with no zoning  Regional Mall  Community college  Two hospitals  Regional YMCA

Overview of the Transaction Community development 8,400 gross / 5,500 saleable acres Office buildings Seven owned and operated (520K sf) Five currently for sale Six sale lease-back Recreation Six golf courses (117 holes of golf) The Woodlands Athletic Club Hospitality 416 room resort and conference center (50,000 sf of meeting space) 345 room Marriott Hotel Other (minor investments) Two apartment buildings Title company New home marketing center Senior subsidized housing Ownership Real estate assets included in the transaction: Crescent MSREF Current 52.5% 47.5% Post-closing 52.5% 47.5% The Rouse Company MSREF 7

Market Overview Houston is a strong, growing market with a solid economy and diverse employer base. Large, steadily growing population center  Fourth largest U.S. city  Houston MSA has 4.7 million residents  25% increase Robust and diverse economy  Annual job growth of 60,000 since 1995  Key industries include: energy, healthcare, technology and consumer services Strong new home growth  Annual building permits issued  25,000 since 1992  30,000 since 1998  41,200 new building permits issued in

Houston Economy Houston’s strong economic growth is expected to continue.  population growth is projected to be in excess of 11%.  Employment growth over this period is projected to be 11.5%.  Current unemployment is 6% and expected to fall to 5.3% by Per capita income remains high  20% higher than the state of Texas  14% higher than the United States Certain key employers are continuing to hire Wal-Mart, Inc.McDonalds Corporation ExxonMobil Corp.University of Texas Anderson Cancer Center Halliburton CompanyHewlett-Packard The Kroger CompanyBaylor College of Medicine 9

The Woodlands Performance The Woodlands has consistently outsold the other 15 leading master-planned communities in Houston.  Average housing starts over the last 10 years have been over 1,200 per year.  The next closest community has been just under 600 per year. The Woodlands currently has a 7% market share. Average new-home price in 2003 is $293,000. Projected build-out of eight to ten years 10

Comparison to Other Rouse Master-Planned Communities Size (acres) Saleable acres Current residents 10 mile ring demographics Population Households Average household income Households Earning $75K employment Number of firms Total employees % white collar 27,000 5,500 70, ,190 94,756 $ 82,856 40,496 8,690 78,310 61% 14,100 1,004 96, , ,555 $ 80,397 78,898 16, ,427 64% 22,500 6,295 66, , ,420 $ 68,235 69,811 24, ,809 55% 8,702 6, , ,854 $ 79,240 45,027 8,412 78,375 58% SummerlinW. HoustonColumbiaWoodlands 11