General Growth Properties Third Party Management Services Capabilities

Our personalized attention and customizedsolutions combined with the unmatched array of

GGP corporate resources create the optimalenvironment for success.

THE GENERAL GROWTH ADVANTAGE"Customer Built" – we customize our services to meet the unique needs of individual owners and properties.

We are experts at getting your properties noticed by retailers.

Our experience in repositioning and redeveloping retail properties is unparalleled.

Five regional offices provide personalized service and focused attention to your properties.

Resources dedicated exclusively to third party services – the collective strengths of GGP internal and external resources maximize the value of your property.

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GGP’s BEST IN CLASS SERVICES INCLUDE:Leasing Services (p.3)

Property Management Services (p.10)

Accounting & Financial Reporting (p.22)

Business Development Services (p.26)

Marketing Services (p.30)

Development Services (p.37)

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LEASING SERVICESGeneral Growth’s leasing professionals are among the most experienced in the industry. Strong retailer relationships and our trend-setting Portfolio Review program allow us to maximize leasing productivity.

Working on a diverse portfolio of centers with tenant mixes ranging from moderate to luxury, our leasing teams make sure each property is merchandised appropriately to meet the needs of the local market to ensure long-term success and profitability.

3American Girl – Galleria Dallas Coach – King’s Shops Children’s Place – Windward Mall

GGP will develop a long-term merchandising plan that ranges from traditional mall retailers to a dynamic mix of traditional and non-traditional anchor stores, restaurants and entertainment uses along with lifestyle and big box retailers. The merchandising plan will be tailored to the needs of the property and the dynamics of the market.

GGP’s relationships with retailers are critical in introducing new retail venues.

We evaluate rent rolls, sales, occupancy costs, lease expiration, termination rights, renewal potential and overall financial health. After completing this evaluation, we compare these metrics to the GGP portfolio.

Market research is conducted along with an analysis of like projects/markets in the GGP portfolio to assist in developing the appropriate merchandise mix.

A prospect list and merchandise plan will be delivered based on the owner’s objectives and strategic direction for the property.

Leasing Strategy

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Leasing Process

Retailer Contacts and Commitments

GGP Lease Committee Approval

Dealmaker document sent to ownership to begin lease documentation process

Ownership Approval

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Portfolio Review

Portfolio Review is GGP’s customized leasing program designed for merchants looking to expand into multiple locations. Retailers are enticed by General Growth’s portfolio of 200+ properties in 45 states.

Portfolio Review plays an integral part in the marketing of a center to retailers and is a key method to expose the center to hundreds of potential retailers over a short period of time. GGP conducts more than 1,000 retailer Portfolio Review meetings annually in our corporate and regional offices.

The value that this deal-making program brings to a center is unparalleled in the industry.

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Multiple deals can be negotiated in one meeting.

Highly efficient process for retailers to do business with GGP owned and managed centers.

Pre-meeting agendas include each retailer’s selection criteria and space needs so the focus during the meeting is on deal making.

When the retailer arrives, applicable malls and economics are reviewed.

Portfolio Review allows GGP to reach every national retailer.

In addition to traditional mall retailers, Portfolio Review also includes big box retailers, restaurants, theaters, food court tenants and hotel developers.

Portfolio Review Benefits

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GGP Chicago

GGP has on-staff Tenant Coordinators, CAD Specialists and a Director of Tenant Coordination.

Supporting tools and benefits include:

LODs typically within 24 hours

Lease construction exhibits

Property lease plans

Review of tenant construction documents for significant LL work

Tenant Coordinator handles negotiations and manages the General Contractor

Tenant Coordinator manages the budget and payment requests

Tenant Coordinator manages the tenant allowance requests

Tenant Coordination

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Leasing Structure

Vice President of LeasingEnsures owner’s leasing strategies are implemented

Reviews and approves all leasing deals

Regional Vice President of LeasingWorks with Leasing Representative to ensure complete focus on center

and owner’s leasing objectivesSpearheads leasing communications with owner

Leasing RepresentativeResponsible for day-to-day leasing, completing new and renewal deals

Completes monthly updates for ownershipParticipates in leasing communications with the owner

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PROPERTY MANAGEMENT SERVICES

Strategic planning Clean – Safe – Secure Program National Vendor Program Preventive and recurring maintenance Efficiency of building systems and energy consumptionSecurity and risk managementCapital improvement planning Lease administrationOngoing tenant viabilityReporting and client communications

General Growth Properties combines the knowledge and experience of over 50 years in the shopping center business with the efficiencies of managing more than 200 regional malls to give its clients the most effective property management systems in the industry.

General Growth has established best practices and processes for all aspects of property management, including those listed below which are described in greater detail on the following pages.

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Strategic PlanningThe strategic planning process is critical in evaluating the potential of a property and determining the overall strategic direction. A strategic plan is developed for each asset, taking into consideration the unique set of circumstances that impact the property.A team approach is utilized which includes the following:

Full day of strategic planning at the property.The process involves all regional and local team members.Ownership is invited to ensure consensus on the proposed strategies.The property team provides a situation analysis that includes key facts relating to the market, center, customer and competition.The property and regional teams complete a S.W.O.T. (Strengths, Weaknesses, Opportunities, Threats) analysis of the center.This process provides the foundation for the strategic initiatives for the center.The annual business plan and budget are developed in support of the strategic plan.The strategic plan is reviewed annually or sooner if changing property or market conditions warrant this need.

Property Management Services

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Clean - Safe - Secure

GGP’s mission is to manage properties through an established set of consistent operating standards to meet the needs of the owner, retailers and shoppers, by providing a Clean-Safe-Secure environment.

National Vendor Program

Because of GGP’s size, we have been able to negotiate national vendor contracts that take advantage of economies of scale to ensure the best pricing as well as establish uniform vendor standards and expectations.

Maintenance

A review of preventative and recurring maintenance is conducted on an ongoing basis to ensure the highest standards are being maintained. GGP recommends the utilization of preventative maintenance software. Thesavings driven from the software is expected to deliver a return on investment of less than one year.


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Efficiency of Building Systems and Energy Consumption

GGP has established strong relationships with a variety of energy consultants.

Upon assuming responsibility for a property, we recommend a comprehensive review of all electrical and mechanical systems including lighting, temperature and fire/life/safety to ensure optimum cost effectiveness of these systems.

Depending upon the owner’s hold strategy, installing or updating an Energy Management System may be appropriate. An EMS System decreases energy costs and provides a more comfortable environment for customers and retailers.


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Security and Risk Management

Security is contracted through preferred providers that require certain levels of training, reporting and audits of compliance that we believe are second to none in the contracted management industry.

The Security Director and General Manager frequently meet with local law enforcement in order to stay abreast of local issues while maintaining a strong working relationship.

Each property has an emergency procedure manual that includes contingency plans for disasters, bomb threats, civil disorder and other occurrences.


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Security and Risk Management

GGP has a corporate emergency disaster team consisting of representatives from all major departments and regional office employees.

If a disaster occurs, we are prepared to mobilize and assist the property in recovery, loss evaluation and reconstruction.

All preferred vendors meet our stringent insurance requirements as well as the owners.

All property team members are very aware of the risk management issues at their property and are alert for any potential problems during daily walks through the property.


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Capital Improvement Planning

Capital Improvement recommendations are made during the budgeting process.

GGP utilizes consultants for recommendations regarding major repair and replacement programs for assets such as mechanical systems, roofs and parking lots.

GGP has established national contracts with vendors in the areasof roofs, elevators, escalators, parking lots, etc.


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Lease Administration

The Management Team handles leases from submission of the deal internally through owner approval and sends the leases to legal counsel.

Financial abstracting of a new lease is typically handled by thecorporate staff accountant assigned to the property.

The process from lease draft to lease execution is usually handled by the owner’s outside legal counsel.

Implementation of legal requirements of the lease (e.g., notices, subordination agreements, etc.) is the responsibility of the on-site management team to track, utilizing legal counsel as the resource to implement with owner’s approval.


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Ongoing Tenant Viability

Ongoing tenant viability is monitored on a monthly basis via the sales, leasing, asset recovery and legal reports.

In the budget process, at-risk tenants are identified and budgeted for accordingly.

Ongoing analysis is performed and decisions are made regarding tenant retention, rent concessions, recapturing the space, receivables and collections.

Ultimately, decisions are made in a proactive manner that will be in the best long-term interests of the property with owner’s approval.


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Management Reporting and Client Communications

General Growth has a proven track record of consistently meeting the information needs of our owners with accurate and timely reports.

Monthly status reports are produced for performance results, property issues and income/expense variances.

Regularly scheduled leasing calls and monthly leasing status reports provide the current status of leasing efforts and performance to budget.

GGP is flexible in creating customized reports requested by ownership.

The regional and property teams generally meet with ownership on a quarterly basis to discuss the property’s current performance and future direction. Frequency of meetings can be adjusted based upon the needs of the property and ownership.

Regular communication is considered critical for timely and accurate decision-making.


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Reporting and Client Communications

General Growth’s standard reporting package is JDEdwards

Standard reports include:Income Statement – Summary and DetailBalance Sheet – Summary and DetailTenant A/R ReportTenant Billing ReportCash Receipts JournalCash Disbursement ReportRetail Tenant Sales ReportLeasing Activity ReportExpense Variance Report


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Asset Management Structure

Vice President of Asset ManagementStrategic planning

National Operations liaisonManagement oversight and support

Regional Vice President, Asset ManagementPrimary owner contact

TransitionStrategic planning

Team leader

General ManagerProperty team leader

Primary focus is increasing Net Operating IncomeFocus on creating environment that enhances customer satisfaction and tenant sales

Operations Responsible for overseeing maintenance, housekeeping and tenant construction

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ACCOUNTING & FINANCIAL REPORTINGOur dedicated team of accounting and financial professionals will ensure you have the information you need when you need it in order to make the most timely and accurate decisions, thus allowing for maximization of asset value.

Our accounting team has the flexibility to accommodate the types of reports desired, the systems requested to run those reports and within the timelines desired by ownership.

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We have a high level of expertise in retail real estate accounting and reporting.A Property Accounting Controller is assigned to each owner who serves as the primary client contact and oversees all accountingactivities.A specific accounting team is assigned to each property.GGP utilizes on-site accounting personnel to support the center’s activities.We employ multiple levels of review for accounting transactions and reports.We have the ability to handle cash, accrual or modified accrual methods of accounting.Our fully staffed IT Department supports accounting and financial reporting.We offer flexible financial reporting in the owner’s desired format.

Accounting & Financial ReportingGGP offers exceptional accounting services to our clients. Notable competitive advantages are outlined below:

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JDEdwards is capable of report customization, exporting data sets and interfacing with Excel.

We can transmit reports to you in the formats you need to analyze and consolidate information.

Reports can be transmitted electronically or accessed at a time of your choosing over the internet, speeding up their availability.

Accounting & Financial Reporting

GGP utilizes JDEdwards, one of the top property management software packages available.

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Accounting Structure

Property ControllerKey accounting contact for owner

Responsible for coordinating all property accounting services

Accounting ManagerReviews the work of mall accountants

Reviews general ledger activityReviews monthly reporting packages for owners

Assists in the preparation of annual budgetsReviews year-end true-up calculations and billings

Mall Accountant Rent collections and tenant billingsMaintaining general ledger activities

Prepares monthly financial reporting packages for ownersMaintaining detailed accounts receivable listings

Initiating operating cash disbursementsAssisting with monthly variance comments

Collecting retail sales dataAssisting with annual budgets

Year-end true-up adjustment analysis and billingsProviding other analysis and assistance as needed

General Manager

Vice President of AccountingAccounting oversight and supportOversees accounting controllers

Additional accounting contact for owner

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BUSINESS DEVELOPMENT SERVICESGGP is the industry leader in maximizing specialty leasing programs. Over the past several years, GGP has led the industry in tapping into additional revenue streams such as advertising, sponsorships, events and promotions.

GGP has the expertise at the local, regional and national levels to capitalize on all of these revenue opportunities.

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Specialty LeasingGGP has a strong reputation for quality common area merchandising. GGP drives short term revenue through RMUs, kiosks and temporary inline leasing.

Year over year increases have been achieved by:

Revamping existing programs with strategies that focus on rent evaluation, retail furniture upgrades and inventory placement.

Due to GGP's extensive exposure to Specialty Retail tenants, the best operators in each merchandise category are identified thus ensuring higher revenue potential while achieving superior merchandising standards.

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Strategic Partnerships

Local and national sponsorships are pursued for amenities such as valet parking, play areas, soft seating and wifi. Targeted categories include auto, health, cable and financial services.

Advertising opportunities for both local and national advertisers: sky murals, banners, window clings and food court signage are key inventory items.

Exposure to national partnerships with companies such as Bank of America, Discover, American Express, Pepsi, Fox and Universal.

Third party backlit and digital advertising providers.

GGP has been a leader in generating income through advertising, sponsorship, sampling and event opportunities which include:

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Business Development Structure

Vice President of Business DevelopmentOversees strategic direction of Specialty Leasing and Alternative Revenue

Oversees Regional Vice PresidentsResponsible for coordinating National Specialty Leasing and Alternative Revenue initiatives

Regional Vice President of Business DevelopmentOversees property Specialty Leasing and Alternative Revenue programs

Oversees Business Development RepresentativesServes as the primary point of contact with the owner on all Business Development issues

Responsibilities also include employing, training and developing the Business Development Representatives

Business Development RepresentativeResponsible for executing strategic direction for the property including:

Attaining revenue goalsMerchandising Plan

Operational Standards

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MARKETING SERVICESGeneral Growth takes a unique approach to marketing its centers.Most management companies either implement corporate programs with little to no flexibility or rely heavily on local marketing efforts and the strengths of the marketing managers. General Growth offers both – property-driven marketing programs that are supported and enhanced with extensive corporate resources, resulting in the strongest possible marketing programs and the best results.

30Branson Landing Children’s Play Area – Galleria Dallas Shops at Tanforan

Market Intelligence – GGP utilizes appropriate primary and secondary research to identify opportunities to increase market share and sales.

Customer Experience – Based upon market intelligence data, GGP marketers determine what elements are critical in creating positive experiences. Focus areas include customer service, amenities, environmental elements, entertainment and more.

Strategic Communications – To drive action and impact shopping, entertainment and purchase decisions, GGP utilizes branded, integrated, consistent and frequent messaging in internal and external communications.

Marketing PlatformsGGP Marketing utilizes three platforms to create a strong foundation for effective marketing:

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Brand Equity – Marketing takes an active role in establishing a vision for the center through determination of the appropriate merchandise mix, service offerings and marketplace positioning.

Leasing Partnership – Marketing proactively works with Leasing to create tools to create business-to-business marketing initiatives, providing information and ideas to overcome retailer objections and developing effective marketing tools.

Direct Revenue – Marketing generates revenue through sponsorships, advertising, special events, sampling and other strategies.

Retail Sales – Marketing develops and implements strategies that drive retail sales.

Marketing Focus AreasGeneral Growth marketing teams have four primary areas of focus to create additional asset value.

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Research – GGP offers research services for all managed properties at costs significantly lower than market rates with higher quality.

Market and Trade Area Research – All primary and secondary trade area demographics are updated annually.

Market Analysis Books – For key lease negotiations, customized market analysis books are available for a nominal fee. Leasing and Marketing work in tandem to ensure the appropriate data is provided to overcome specific retailer objections.

Marketing ResourcesGGP’s Third Party Marketing team has access to numerous internal resources and departments which gives GGP a distinct advantage over other management service organizations.

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Customized Reports

Reports include competitive center demographic comparisons, maps of high growth and high income areas, lifestyle segmentation and consumer behavior data.

Consumer Research

Intercept surveysTelephone surveysFocus groupsE-SurveysPalm Pilot surveys

Marketing Resources

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Retailer Productivity – This department’s primary responsibility is to focus on developing sales strategies for national retailer sales maximization. Strategies range from grand opening promotions to in- mall advertising campaigns.

Public Relations – GGP’s PR professionals train center personnel in dealing with crisis situations as well as assist in garnering positive publicity both locally and in national trade publications.

Website Development – GGP’s Web Product Group designs consumer-friendly websites at costs significantly lower than market rates. The websites are easy to update for store openings, center and retailer events, job openings and movie times.

Consumer Relationship Marketing – GGP has developed an email-based marketing program named The Club which each property’s customers can opt into.

Once shoppers become a member of The Club, they receive email updates on events, savings and special promotions emailed directly to them.The Club allows GGP to conduct research on a one-to-one level.

Marketing Resources

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Marketing Structure

Vice President of MarketingStrategic planning

Corporate Marketing liaisonMarketing oversight and support

Regional Vice President of MarketingResponsible for leading strategic direction of the property.

Works directly with on-site Marketing Manager to manage the development and implementation ofthe annual marketing plan in support of the center’s overall business plan and financial objectives.

Serves as the primary point of contact with the owner on all marketing issues.Responsibilities also include employing, training and developing the center Marketing Managers.

Marketing Manager Responsible for long-term strategic planning/execution of the Marketing PlanLeasing support including development of customized leasing/sales materials

Retailer relations and sales productivityRevenue generation through advertising, events and sponsorships

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DEVELOPMENT SERVICESGGP has a highly experienced and dedicated Third Party Development team with the ability to analyze and execute the most effective strategies for each asset based on market needs and demographic trends with the goal of preserving and/or improving asset value.

In addition to our Third Party development experts, we have the ability to engage specialists from the owned side of our companywith office and residential expertise. In this manner, we can truly offer you the best of both worlds in the development arena.

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General Growth has expertise in the following areas:Residential and mixed use projectsUrban redevelopments and international projectsWe also have in-house expertise in hotel and office development as well as architectural and construction managementGovernment financing assistance (i.e. TIF, Real Estate Tax Abatement)

The structure of GGP’s Development Department allows the Third Party group to tap into expanded corporate resources while maintaining a team dedicated to serving Third Party clients.

Development CapabilitiesGeneral Growth’s Third Party Division has a dedicated development group that has in-depth experience with developments from ground-up projects to redevelopments. Over the past four years, GGP’s Third Party Development group has developed and redeveloped 10 properties valued at nearly $400 million.

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Responsible for oversight on all phases of development

Development of financial proforma

Design coordination

Contracting

City planning and zoning

Oversight of major tenant leases and/or REA agreements

Major tenant/department store issues

Development ServicesListed below is a summary of the services GGP provides throughout the development process:

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Renovation / Redevelopment Projects Listed below are examples of properties that are currently underrenovation/redevelopment or that have been recently renovated/ redeveloped by the Third Party Team.

Mall Location CompletionLaurel Commons Laurel, MD Spring 2010Kingsport Town Center Kingsport, TN Fall 2009University Mall Tampa, FL Fall 2008Stones River Mall Murfreesboro, TN Fall 2008Windward Mall Kaneohe, HI Fall 2007Golf Mill Shopping Center Niles, IL Fall 2007Queen Ka’ahumanuCtr. Kahului, HI Fall 2006Galleria Dallas Dallas, TX Fall 2004Burbank Town Center Burbank, CA Fall 2004

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Development Structure

Vice President of DevelopmentDevelopment oversight and support

Oversees department store relationships including negotiationsOversees Development Directors

Senior Director of DevelopmentLead contact on all phases of development

Responsible for developing financial proformaResponsible for negotiating project contracts

Project Manager Located onsite and responsible for the day-to-day development activities

Oversees the permitting and code compliance processResponsible for general contractor oversight

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Third Party PortfolioName Location Total GLAAlexandria Mall Alexandria, LA 898,232Branson Landing Branson, MO 420,000Burbank Town Center Burbank, CA 1,235,478Centerpointe Mall Grand Rapids, MI 767,425Embarcadero ** Laredo, TX 669,125Festival Bay Mall Orlando, FL 863,148Galleria Dallas Dallas, TX 1,298,430Golf Mill Shopping Center Niles, IL 1,075,590Kapolei Commons Kapolei (Oahu), HI 610,000Kingsport Town Center Kingsport, TN 530,446Kings’ Shops * Waikoloa Beach, HI 75,000Laurel Commons Laurel, MD 663,252Northwest Plaza St. Ann, MO 1,672,338Novi Town Center Novi, MI 462,146Palladio at Broadstone * Folsom, CA 930,000Prairiefire at LionsGate * Overland, KS 638,000Queen Ka'ahumanu Kahului, HI 540,901Redlands Mall Redlands, CA 250,000Redlands Promenade Redlands, CA 150,000Shops at Georgetown Park, The Washington, DC 300,000Shops at Tanforan, The San Bruno, CA 872,873SouthBay Pavillion Carson, CA 961,751St. Lawrence Centre Massena, NY 513,520Stones River Mall Murfreesboro, TN 412,320Swansea Mall Swansea, MA 702,577Terraces of Murrieta Springs ** Murietta, CA 315,000Tessera Reno, NV 500,000Towson Commons Towson, MD 322,000University Mall Tampa, FL 1,200,000Westdale Mall Cedar Rapids, IA 653,000Windward Mall Kaneohe, HI 505,825

21,008,377

* Leasing Assignment** Consulting Assignment 42

CONTACT INFORMATION

David BrownVice President of Client DevelopmentGeneral Growth Properties, Inc.110 N. Wacker Drive, Chicago, IL 60606TEL (312) 960-5041 FAX (312) [email protected]

Also reference our Third Party website at www.ggpthirdparty.com

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