1. Fixed Income Investor/Analyst Seminar June 8, 2004

2. 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 $ 376 22 (71) (162) $ 165 Millions For the year ended December 31, 2003

3. 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 $ 165 396 110 95 (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

4. 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 $ 437 57 72 22 97 $ 685 253 184 For the year ended December 31, 2003 Net capital redeployments

5. 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

6. 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 $ 376 22 (71) (162) 165 396 110 95 (4) 597 (437) (57) (72) (22) (97) (685) $ 77 356 40 (397) (40) (168) (27) 98

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

8. 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, 2002 - March 31, 2004

9. Fixed Income Investor/Analyst Seminar June 8, 2004

10. Regional Centers (1) Excludes urban centers, projects with less than two anchors, and centers open less than one year. (2) Includes current and recently opened development projects. 1993 Portfolio 51 Centers Current Portfolio 31 Centers Total Regional Centers (1) 2007 Portfolio (2) 34 Centers Mall Ranking A+ or A B C 5 10% 1325%33 19 61% 1032%2 7% NumberPercent NumberPercentNumber Percent 22 65% 1235%-- 65%

11. Dispositions & Acquisitions Dispositions in 2003 Cherry Hill Mall Echelon Mall Exton Square Gallery at Market East Moorestown Mall Plymouth Meeting Average Sales of $350 psf Acquisitions in 2003 & 2004 Christiana Mall Staten Island Mall Mizner Park 2003 Providence Place 2004 Average Sales of $500 psf

12. Retail Centers Net Operating Income Millions

13. Retail Centers Occupancy 93% Comp Tenant Sales $439 psf Comp Space Sales + 9%

14. 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. 2004 Sales per Square Foot 2 Center Ranking A+ or A B C Regional Centers 1 2004 Average Occupancy % 2004 Net Operating Income $ 489 $ 357 $ 286 94 % 91 % 73 % 24 % 3 % Rouse Regional Centers Key Performance Measures

15. 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

16. Shops at La Cantera San Antonio San Antonio, Texas

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

18. Shops at La Cantera

20. Kendall Town Center Miami, Florida Miami

21. Kendall Town Center Dillard’s

22. Bridgewater Commons New York Trenton Bridgewater, New Jersey

23. Bridgewater Commons Bloomingdale’s Lord & Taylor Macy’s Lifestyle Center

24. Retail Centers

25. Summerlin Town Centre Summerlin, Nevada

26. Summerlin Town Centre Dillard’s Robinsons - May Anchor

27. Fixed Income Investor/Analyst Seminar June 8, 2004

28. Community Development

29. Quality of the Assets Columbia, Maryland

30. Quality of the Assets Summerlin, Nevada

31. Quality of the Assets The Woodlands, Texas

32. Size (acres) Remaining Saleable acres Current residents Residents at completion Current jobs Jobs at completion 17,000 1,000 96,000 100,000 91,000 100,000 Columbia 22,500 6,600 67,000 170,000 20,000 50,000 Summerlin 1,160 475 500 4,500 -- 500 Fairwood 76,660 19,575 233,500 454,500 141,000 240,500 Total 9,000 6,400 -- 60,000 -- 40,000 Bridgelands 27,000 5,100 70,000 120,000 30,000 50,000 Woodlands Recent Acquisitions Rouse Master Planned Communities

33. Building Permits vs. 30 Year Fixed Rate Mortgage Building Permits (000’s) Interest Rate Building Permits30 YR. Rates

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

35. Factors Affecting Mortgage Rates  National & local employment trends  Land supply & barriers to entry  Diversity of product offerings  Geographic diversity  Pricing power  “Knowledge” advantage

36. Diversity of Assets

37. The Woodlands Bridgelands

38. The Woodlands Canyon Gate/Stone Gate Sienna Plantation Shadow Creek Ranch Cinco Ranch Kingsbridge Teal Run Waterside Grand Lakes Gleannloch Farms The Woodlands Rank Community Annual Starts Price Range Source: American Metrostudy 1 2 3 4 5 6 7 8 9 10 1,311 687 514 476 472 365 332 329 327 322 $3,000,000 $291,000 $1,587,000 $559,000 $740,000 $208,000 $220,000 $426,000 $505,000 $671,000 $67,000 $110,000 $102,000 $144,000 $62,000 $93,000 $89,000 $127,000 $125,000 Master Planned Community Rankings Ranked by 2003 starts

39. Bridgelands The Woodlands

40. Bridgelands

41. Creating Long Term Value - Urbanization Columbia Town Center

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

44. Community Development – Columbia Based Fairwood Stone Lake Emerson Baltimore Washington

45. FairwoodEmerson Stone Lake Community Development – Columbia Based

46. Community Development – Summerlin Based

47. The Woodlands Community Development – Houston Based

48. Community Development

49. Fixed Income Investor/Analyst Seminar June 8, 2004

50. Total Debt / Gross Asset Value Total Debt & Preferred Stock / Gross Asset Value Secured Debt / Gross Asset Value 61.0 % 66.3 % 52.5 % March 31, 2004 53.7 % 37.3 % December 31, 1999 Total Leverage and Secured Leverage 65.0 % -- 55.0 % Current Covenant Requirements

51. Combined Interest Coverage Combined Fixed Charge Coverage Pro Forma Combined Fixed Charge Coverage Without Principal Amortization Pro Forma 2.05 x 1.55 x -- March 31, 2004 2.80 x 2.07 x 2.18 x December 31, 1999 (1) Adjusted to give effect to the redemption of the 9.25% QUIPS and the conversion of the Series B preferred stock as of the beginning of the period Interest and Fixed Charge Coverage Twelve Months Ended 1.70 x 1.30 x -- Current Covenant Requirements (1) 1.83 x -- 2.58 x 2.76 x -- (1)

52. Before Hughes Heirs Expense Adjusting for Hughes Heirs Expense 26.9% 32.9% 39.8% 43.4% 12 Months 12/31/03 3 Months 3/31/04 Unencumbered NOI

53. Retail Office & Other Community Development Unencumbered NOI Hughes Heirs Expense Unencumbered NOI Adjusted for Hughes Heirs Expense Total Net Operating Income Hughes Heirs Expense Total NOI Adjusted for Hughes Heirs Expense $ 64,369 6,210 123,890 194,469 64,293 $ 258,762 $ 722,177 64,293 $ 786,470 $ 30,335 1,772 41,165 73,272 11,545 $ 84,817 $ 184,081 11,545 $ 195,626 12 Months 12/31/03 3 Months 3/31/04 Unencumbered NOI In Thousands

54. NOI Interest expense NOI of discontinued operations Depreciation and amortization Other provisions and losses, net Impairment losses on operating properties Income taxes, primarily deferred Our share of interest expense, ground rent expense, depreciation and amortization, other provisions and losses, net, income taxes and gains (losses) on operating properties of unconsolidated real estate ventures, net Other Earnings before net gains (losses) on dispositions of interests in operating properties and discontinued operations in condensed consolidated financial statements $ 184,081 (58,284) (1,724) (47,910) (5,109) --- (18,616) (19,966) (1,796) $ 30,676 $ 722,177 (222,766) (45,163) (173,280) (32,513) (7,900) (42,500) (68,894) (16,270) $ 112,891 Reconciliation of NOI To Most Comparable GAAP Measure 3 months March 31, 2004 12 months December 31, 2003 In Thousands

55. Notes / Definition of NOI Segment operating data are presented in accordance with Statement of Financial Accounting Standards No. 131, “Disclosures about Segments of an Enterprise and Related Information.” As required by the Statement, segment data are reported using the performance measure and accounting policies followed by the Company for internal reporting to management which differ, in certain respects, from those used for reporting under accounting principles generally accepted in the United States of America (“GAAP”). The performance measure used by the Company is Net Operating Income (“NOI”). The Company defines NOI as segment revenues less segment operating expenses (including provision for bad debts, losses (gains) on marketable securities classified as trading, net losses (gains) on sales of properties developed for sale and partner’s share of NOI of the venture developing The Woodlands, but excluding income taxes, fixed charges, as defined below, and real estate depreciation and amortization). Prior to July 1, 2003, the Company included certain current income taxes in its definition of NOI. Effective July 1, 2003, the Company revised its definition to exclude these amounts from NOI, affecting primarily the definition of the Company’s community development activities. The amounts from prior periods have been reclassified to conform to the current definition. The accounting policies used to calculate NOI and other operating results data are the same as those used by the Company in its condensed consolidated financial statements prepared in accordance with GAAP, except that the NOI of the venture developing the community of The Woodlands is consolidated and the other partner’s share is classified as operating expense rather than using the equity method. In addition, real estate ventures in which the Company has joint interest and control and certain other unconsolidated ventures are accounted for using the proportionate share method rather than the equity method and the Company’s share of FFO of other unconsolidated ventures is included in revenues. Also, discontinued operations and minority interests are included in NOI rather than separately presented. These segment accounting policies affect only the reported revenues and expenses of the segments and have no effect on our reported net earnings.

56. Notes / Leverage Ratios The leverage calculations presented above are calculated in accordance with certain covenants applicable to our public debt and not in accordance with GAAP. They are not liquidity measures and should not be considered alternatives to cash flows. The terms “Gross Asset Value,” “Total Debt” and “Secured Debt” include our consolidated amounts and our pro rata share of unconsolidated real estate ventures and exclude minority interests in consolidated amounts. Gross Asset Value for (1) operating properties is calculated using NOI (less ground rents) divided by stated percentages, or, if owned less than one year, the acquisition cost, (2) master-planned communities is the latest annual current value as set forth in appraisals and (3) other assets is the GAAP carrying value. Gross Asset Value is not necessarily indicative of the fair values of our assets.

57. Notes / Coverage Ratios The coverage ratios presented above are calculated in accordance with certain covenants in our credit facility agreement and not in accordance with GAAP. These ratios are presented to illustrate our level of compliance with these covenants. They are not liquidity measures and should not be considered alternatives to cash flows. The terms “Combined EBITDA,” “Combined Interest Expense” and “Combined Fixed Charges” include our consolidated amounts and our pro rata share of unconsolidated real estate ventures and exclude minority interests in consolidated amounts. Combined interest coverage means Combined EBITDA divided by Combined Interest Expense. Combined Fixed Charge Coverage means Combined EBITDA plus base ground rent divided by Combined Fixed Charges. Combined EBITDA means net earnings before extraordinary items and cumulative effects of changes in accounting principle, excluding gains and losses on operating properties, impairment losses, plus Combined Interest Expense, depreciation and amortization expense (including our share of that of unconsolidated real estate ventures), income taxes, distributions on preferred securities and expenses pursuant to the Contingent Stock Agreement. Combined Fixed Charges includes Combined Interest Expense, scheduled principal payments (including our share of principal payments of unconsolidated real estate ventures), base ground rents and distributions on preferred securities.

58. Notes / Unencumbered NOI Unencumbered NOI is the NOI of properties that were not encumbered by mortgages as of the dates presented and, at March 31, 2004, also included Fashion Show, which was encumbered at that date by a mortgage with a face value of approximately $33 million that the Company intends to repay without penalty before December 31, 2004. In January 2004, the Company repaid a $240 million construction loan that had previously encumbered Fashion Show.

59. Fixed Income Investor/Analyst Seminar June 8, 2004