1. A VIEW FROM INSIDE OUT: TEN BEST PRACTICES FOR OUTSIDE COUNSEL American College of Real Estate Lawyers Annual Meeting Friday, October 6, 2006 Grand Hyatt Seattle Seattle, Washington

2. Presented to the American College of Real Estate Lawyers by: Joan U. Allgood, EVP-Corporate Transactions and Governance Developers Diversified Realty Corporation Rodney J. Dillman, General Counsel Babson Capital Management LLC Ronald L. Gern, General Counsel General Growth Properties Patricia Habicht, Associate General Counsel JPMorgan Chase & Co. Ann Peldo Cargile, Moderator Member, Boult, Cummings, Conners & Berry, PLC

3. 1.Experience/Quality/Reputation/ Demonstrated Expertise Experience Experience Quality Quality Reputation Reputation Demonstrated Expertise Demonstrated Expertise Direct Exposure Direct Exposure

4. 2.Responsiveness and Timely Completion of Assignments Timing is Paramount Timing is Paramount Establish Realistic Timeline Establish Realistic Timeline Adequate Staffing Adequate Staffing Advise of Changes to Timing Advise of Changes to Timing Prompt Communication Prompt Communication

5. 3.Fees/Cost Effectiveness Appropriate Legal Costs For Type of Matter Appropriate Legal Costs For Type of Matter Flexible Pricing of Legal Services Flexible Pricing of Legal Services Staff Thinly and Appropriately Staff Thinly and Appropriately Budget Constraints Budget Constraints Review Bills and Show Fee Write-offs Review Bills and Show Fee Write-offs Agree on Scope of Work Agree on Scope of Work

6. 4.Exercise Good Judgment. Be Practical. Prioritize Issues Prioritize Issues Suggest Practical Solutions Suggest Practical Solutions Consider Client’s Customer Relations Consider Client’s Customer Relations Use Good Judgment Use Good Judgment

7. 5.Communication Frequent Communication Frequent Communication Avoid Surprises Avoid Surprises Deliver Bad News Immediately Deliver Bad News Immediately Accessibility Is Important Accessibility Is Important 24/7 Availability 24/7 Availability

8. 6.Understanding the Client’s Business and Its Internal Dynamics Understand Client’s Business Understand Client’s Business Understand Needs of Internal Counsel Understand Needs of Internal Counsel Understand Regulatory and Compliance Issues Understand Regulatory and Compliance Issues Flexibility to Deal with Internal Matters Flexibility to Deal with Internal Matters

9. 7.Identify Legal and Reputation Risk Issues Understand Reputation Risk and Regulatory Compliance Constraints Understand Reputation Risk and Regulatory Compliance Constraints Identify and Escalate Issues Identify and Escalate Issues Serve the Real Client Serve the Real Client

10. 8.Creativity Dealmakers Rather Than Dealbreakers Dealmakers Rather Than Dealbreakers Provide Alternative Solutions Provide Alternative Solutions

11. 9.Collegiality Personal Contact Personal Contact Establish a Relationship Establish a Relationship Open Communication Open Communication Responsible Partner Availability Responsible Partner Availability

12. 10.Select Intangibles First Meeting Solutions First Meeting Solutions Contacts and Business Opportunities Contacts and Business Opportunities Industry Conflicts Industry Conflicts Conflict Waivers Conflict Waivers