UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------x : In re : Chapter 11 : GENERAL GROWTH : PROPERTIES, INC., et al., : Case No. 09-11977 (ALG) : Debtors. : Jointly Administered : ------x

SUPPLEMENT TO DISCLOSURE STATEMENT FOR PLAN DEBTORS’ JOINT PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE

INDEX OF DISCLOSURE STATEMENT SUPPLEMENT MATERIALS

Capitalized terms used throughout this Disclosure Statement Supplement are defined in Appendix A -- “Material Defined Terms for Plan Debtors’ Disclosure Statement” as attached to the Disclosure Statement and as supplemented herein.

DOCUMENT DESCRIPTION EXPLANATION

Supplement to Disclosure Statement Section V.I, Contains a description of a litigation “Certain Litigation” matter involving GGP Tucson, a Subsequent Plan Debtor. Supplement to Disclosure Statement Section XIV, Contains signature blocks for the “Conclusion and Recommendations” Subsequent Plan Debtors. Supplement to Appendix A – “Material Defined Contains additional defined terms Terms for Plan Debtors’ Disclosure Statement” to the pertaining to the Subsequent Plan Disclosure Statement Debtors and Exhibit 3 -- "Financial Projections" to the Disclosure Statement, as well as a revised Special Servicers definition that replaces the definition in the filed Disclosure Statement. Supplement to Appendix C – “List of Plan Debtors & Contains a list of the Subsequent Plan Corporate Secured Debt Claims and Non-Corporate Debtors. Secured Debt Claims” to the Disclosure Statement Replacement Appendix D – “Coded Organization Amended to account for the Subsequent Chart” to the Disclosure Statement Plan Debtors. Supplement to Appendix E – “Corporate Contains corporate reorganization Reorganization Process” to the Disclosure Statement information for the Subsequent Plan Debtors.

Supplement to Disclosure Statement Section V.I, “Certain Litigation”

KLN Partners, LLC, et al. v. GGP-Tucson Mall, LLC, et al.

On May 2, 2006, KLN entered into a ground sub-lease with GGP-Tucson for a parcel of land on which KLN intended to build and operate a Chevron Oil Stop Service Center. Pursuant to the terms of the lease, GGP-Tucson agreed to create and deliver a building pad site after it obtained municipal site plan approval on KLN’s behalf. There was significant difficulty obtaining site plan approval because KLN made multiple design changes to its plan and therefore multiple changes to the site plan were required. Municipal approval was ultimately granted. KLN submitted final plans to GGP-Tucson and GGP-Tucson commenced construction of the agreed upon pad work, but did so after KLN's final plan submission deadline in the lease had passed. GGP-Tucson then invested approximately $388,000 to prepare the pad site and secure a utility easement from the property owner. Nonetheless, KLN alleges that GGP-Tucson failed to timely deliver an estoppel certificate, provided incorrect site plan dimensions, and ultimately substantially delayed turning over the pad site. Accordingly, four weeks prior to completion of the pad work, on October 23, 2008, KLN and its two principals filed suit in Arizona state court against GGP-Tucson and GGP alleging substantial unspecified damages for among other thing, lost financing and reimbursement for engineering and other professional fees on account of the alleged delay by GGP-Tucson in turning over the pad. KLN never took possession of the pad site or commenced construction.

On December 1, 2008, all of the claims were dismissed except KLN’s claims against the GGP-Tucson. On December 24, 2008, GGP-Tucson filed an answer and a counterclaim for breach of contract, seeking damages in excess of $1.7 million associated with the cost of preparing the pad site as well as consequential damages, including lost rent. Discovery was underway at the time the Chapter 11 Cases were filed and an automatic stay pursuant to section 362 of the Bankruptcy Code went into effect.

Supplement to Disclosure Statement Section XIV, “Conclusion and Recommendations”

BAKERSFIELD MALL, INC. PARCIT-IIP LANCASTER VENTURE By: /S/ Linda J. Wight, Vice President By: Parcity Trust, a partner BAKERSFIELD MALL LLC By: /S/ Linda J. Wight, Vice President By: Bakersfield Mall, Inc., a member By: PC Lancaster Trust, a partner By: /S/ Linda J. Wight, Vice President By: /S/ Linda J. Wight, Vice President PARCITY L.L.C. BELLIS FAIR PARTNERS By: Park City Holding, Inc., a member By: GGPLP L.L.C., a partner By: /S/ Linda J. Wight, Vice President By: GGP Limited Partnership, its managing member PARCITY TRUST By: General Growth Properties, Inc., its general partner By: /S/ Linda J. Wight, Vice President By: /S/ Ronald L. Gern, Senior Vice President PARK CITY HOLDING, INC. By: /S/ Linda J. Wight, Vice President By: General Growth Properties, Inc., a partner PC LANCASTER L.L.C. By: /S/ Ronald L. Gern, Senior Vice President By: Park City Holding, Inc., a member FASHION PLACE ANCHOR ACQUISITION, LLC By: /S/ Linda J. Wight, Vice President By: /S/ Linda J. Wight, Vice President PC LANCASTER TRUST FASHION PLACE, LLC By: /S/ Linda J. Wight, Vice President By: /S/ Linda J. Wight, Vice President RASCAP REALTY, LTD. GATEWAY OVERLOOK BUSINESS TRUST By: /S/ Linda J. Wight, Vice President By: /S/ Linda J. Wight, Vice President ROUSE SI SHOPPING CENTER, LLC GATEWAY OVERLOOK II BUSINESS TRUST By: /S/ Linda J. Wight, Vice President By: /S/ Linda J. Wight, Vice President RS PROPERTIES INC. GGP GENERAL II, INC. By: /S/ Linda J. Wight, Vice President By: /S/ Linda J. Wight, Vice President STONESTOWN SHOPPING CENTER HOLDING L.L.C. GGP-LANSING MALL, INC. By: /S/ Linda J. Wight, Vice President By: /S/ Linda J. Wight, Vice President STONESTOWN SHOPPING CENTER L.L.C. GGP-TUCSON MALL L.L.C. By: /S/ Linda J. Wight, Vice President By: /S/ Linda J. Wight, Vice President STONESTOWN SHOPPING CENTER, L.P. HO RETAIL PROPERTIES II LIMITED PARTNERSHIP By: Stonestown Shopping Center L.L.C., its general partner By: GGP General II, Inc., its general partner By: /S/ Linda J. Wight, Vice President By: /S/ Linda J. Wight, Vice President TUCSON ANCHOR ACQUISITION, LLC LANCASTER TRUST By: /S/ Linda J. Wight, Vice President under Indenture of Trust dated July 31, 1979, as amended VALLEY PLAZA ANCHOR ACQUISITION, LLC By: /S/ Edmund J. Hoyt By: /S/ Linda J. Wight, Vice President Edmund J. Hoyt, not individually VISALIA MALL L.L.C. but solely as Trustee of Lancaster Trust By: /S/ Linda J. Wight, Vice President LANSING MALL LIMITED PARTNERSHIP VISALIA MALL, L.P. By: GGP-Lansing Mall, Inc. By: Visalia Mall L.L.C., its general partner By: /S/ Linda J. Wight, Vice President By: /S/ Linda J. Wight, Vice President LINCOLNSHIRE COMMONS, LLC By: /S/ Linda J. Wight, Vice President

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Supplement to Appendix A – “Material Defined Terms for Plan Debtors’ Disclosure Statement”

Subsequent Plan Debtors means those entities listed on the supplement to Appendix C to the Disclosure Statement, attached hereto.

Emergence Costs means the total payments required under the Plan at emergence.

GGP-Tucson means GGP-Tucson Mall, LLC

KLN means KLN Partners, LLC

Special Servicers means Capmark Finance, Inc., as Debtor-in-Possession, Centerline Servicing, Inc., CWCapital Asset Management LLC, J.E. Robert Company, Inc., Helios AMC, ING Clarion , LNR Partners, Inc., Midland Loan Services, Inc., ORIX Capital Markets LLC, Pacific Life, or any successors thereto.

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Supplement to Appendix C – “List of Plan Debtors & Corporate Secured Debt Claims and Non-Corporate Secured Debt Claims”

The list of Subsequent Plan Debtors is repeated twice in this supplement to Appendix C, sorted first in ascending alphabetical order of the names of the properties the Subsequent Plan Debtors are each respectively associated with, and second in ascending alphabetical order of the legal entity names of the Subsequent Plan Debtors. A “LID” designation, also provided, is used for purposes of identifying the Subsequent Plan Debtor entities. Pursuant to Section XIII.B of the Disclosure Statement, this supplement to Appendix C also identifies those Subsequent Plan Debtors’ Secured Debt Claims which the Plan Debtors believe should be treated as Corporate Secured Debt Claims and those Subsequent Plan Debtors’ Secured Debt Claims which the Plan Debtors believe should be treated as Non-Corporate Secured Debt Claims. Capitalized terms used in this supplement to Appendix C are defined in Appendix A to the Disclosure Statement.

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Appendix C – List of Plan Debtors (Sorted by Property)

Type of Secured Debt LID Debtor Name Property Name Claim1 623 Bellis Fair Partners Bellis Fair NCSD Fashion Place Anchor Acquisition, 270 LLC Fashion Place Mall 271 Fashion Place, LLC Fashion Place Mall NCSD 550 Gateway Overlook Business Trust Gateway Overlook NCSD 103 Gateway Overlook II Business Trust Gateway Overlook CSD 645 GGP-Lansing Mall, Inc. Lansing Mall

646 Lansing Mall Limited Partnership Lansing Mall NCSD Lincolnshire 557 Lincolnshire Commons, LLC Commons NCSD 24 Lancaster Trust Park City Center CSD 23 Parcit-IIP Lancaster Venture Park City Center 748 Parcity L.L.C. Park City Center 22 Parcity Trust Park City Center 747 Park City Holding, Inc. Park City Center 749 PC Lancaster L.L.C. Park City Center 21 PC Lancaster Trust Park City Center

50 RS Properties Inc. Regency Square Mall CSD 320 Rouse SI Shopping Center, LLC Staten Island Mall NCSD Stonestown Shopping Center Holding Stonestown 712 L.L.C. Shopping Center NCSD Stonestown 713 Stonestown Shopping Center L.L.C. Shopping Center Stonestown 714 Stonestown Shopping Center, L.P. Shopping Center NCSD 537 GGP-Tucson Mall L.L.C. Tucson Mall NCSD 540 Tucson Anchor Acquisition, LLC Tucson Mall 51 Bakersfield Mall LLC Valley Plaza Mall NCSD

1 CSD indicates the entity has a Corporate Secured Debt Claim, and NCSD indicates the entity has a Non-Corporate Secured Debt Claim. These designations are referred to in Section XIII of the Disclosure Statement, which describes certain tax consequences of the Plan.

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Type of Secured Debt LID Debtor Name Property Name Claim1 48 Bakersfield Mall, Inc. Valley Plaza Mall 49 RASCAP Realty, Ltd. Valley Plaza Mall CSD Valley Plaza Anchor Acquisition, 732 LLC Valley Plaza Mall 599 Visalia Mall L.L.C. Visalia Mall 600 Visalia Mall, L.P. Visalia Mall NCSD Ho Retail Properties II Limited Washington Park 468 Partnership Mal CSD Washington Park 467 GGP General II, Inc. Mall

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Appendix C – List of Plan Debtors (Sorted by Debtor)

Type of Secured Debt LID Debtor Name Property Name Claim2 51 Bakersfield Mall LLC Valley Plaza Mall NCSD 48 Bakersfield Mall, Inc. Valley Plaza Mall 623 Bellis Fair Partners Bellis Fair NCSD Fashion Place Anchor Acquisition, 270 LLC Fashion Place Mall 271 Fashion Place, LLC Fashion Place Mall NCSD

550 Gateway Overlook Business Trust Gateway Overlook NCSD 103 Gateway Overlook II Business Trust Gateway Overlook CSD Washington Park 467 GGP General II, Inc. Mall 645 GGP-Lansing Mall, Inc. Lansing Mall 537 GGP-Tucson Mall L.L.C. Tucson Mall NCSD Ho Retail Properties II Limited Washington Park 468 Partnership Mal CSD 24 Lancaster Trust Park City Center CSD 646 Lansing Mall Limited Partnership Lansing Mall NCSD Lincolnshire 557 Lincolnshire Commons, LLC Commons NCSD 23 Parcit-IIP Lancaster Venture Park City Center

748 Parcity L.L.C. Park City Center 22 Parcity Trust Park City Center 747 Park City Holding, Inc. Park City Center 749 PC Lancaster L.L.C. Park City Center 21 PC Lancaster Trust Park City Center 49 RASCAP Realty, Ltd. Valley Plaza Mall CSD 320 Rouse SI Shopping Center, LLC Staten Island Mall NCSD 50 RS Properties Inc. Regency Square Mall CSD

2 CSD indicates the entity has a Corporate Secured Debt Claim, and NCSD indicates the entity has a Non-Corporate Secured Debt Claim. These designations are referred to in Section XIII of the Disclosure Statement, which describes certain tax consequences of the Plan.

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Type of Secured Debt LID Debtor Name Property Name Claim2 Stonestown Shopping Center Holding Stonestown 712 L.L.C. Shopping Center NCSD Stonestown 713 Stonestown Shopping Center L.L.C. Shopping Center Stonestown 714 Stonestown Shopping Center, L.P. Shopping Center NCSD 540 Tucson Anchor Acquisition, LLC Tucson Mall Valley Plaza Anchor Acquisition, 732 LLC Valley Plaza Mall 599 Visalia Mall L.L.C. Visalia Mall 600 Visalia Mall, L.P. Visalia Mall NCSD

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Replacement Appendix D – Coded Organization Chart

Pursuant to Section IV.B of the Disclosure Statement, this Appendix D depicts the current organizational structure of the GGP Group, as well as certain joint ventures in which the GGP Group holds ownership interests. The chart is coded to reflect pertinent information about each legal entity, including: (i) the entity’s status as a Debtor or non-Debtor; (ii) whether the entity is a primary obligor pursuant to any Secured Debt Claims or certain other Secured Claims; and (iii) the grouping of each Debtor entity into one of four “tracks,” reflecting the currently projected sequence of emergence from bankruptcy protection of each Debtor.1 Capitalized terms used in this Appendix D are defined in Appendix A to the Disclosure Statement.

1 The grouping of the various Debtors into respective “tracks” is subject to change.

US_ACTIVE:\43220639\02\47658.0008 *Entities with bold borders are Debtors filed on April 16, 2009 Entities with dotted borders are Debtors filed on April 23, 2009

Bucksbaum Family General Growth Properties, Inc. Interests and Others B+G – 2006 Credit Facility (u) New York G – 2008 Credit Facility (s) State Common ~4% LP ~96% GP Retirement Fund

99.80% GGP Limited Partnership B+G – 2006 Credit Facility (u) 2 100% G – 2008 Credit Facility (s)

100% 90.70% Managing Member Rouse LLC 100% G – 2006 Credit Facility (u)

1% GP 99% LP The Rouse Company LP B - Rouse Notes (u) 118 50% Preferred See Chart K, N-1 GGPI & GGPLP GGPLP Entities Stockholders Entities See Chart A 50% 6.8% LP 100% See Chart B 118 United 115 Preferred 100% .0046918% Preferred Health TRC Co-Issuer, Inc. Stockholders Common 100% Stockholders Stock B-Rouse Notes (u) GGP/Homart, Inc. GGP/Homart II L.L.C. Entities Entities 93.2% GP% GGP Holding, Inc. (Private REIT) TRS See Charts D & E See Charts E & F The Rouse Summerlin See Chart K JV HoldCo, LLC Company BT, LLC Hospital Medical Center, L.P. Ivanhoe 99.9953082% Equities 0.99999% GP 99.00001% LP 120 Preferred common stock + 480 V LP Stockholders preferred shares Outside Preferred Teachers’ Interests Retirement The Rouse Company Remaining Interests (DA Retail Investments, System of the Operating Partnership LP held through GGP GGP Holding II, Inc. LLC) State of Illinois Holding II, Inc. (Private REIT)

See Charts 9.3% 50% 50% 51% 49% 100% P1, P2, P3, P4, P5, P6

GGP-TRS L.L.C. GGP Ivanhoe, Inc. = Third-party The Hughes Corporation 100% Entities (REIT) Entities B = Borrower (TRS 2) GGPLP L.L.C. G = Guarantor B – 2006 Credit Facility (u) See Chart C See Chart C See Charts N1-N3 100% G – 2008 Credit Facility (s) PLD = Project Level Debt (secured) 100% 100% HRD Remainder, Inc. (u) = Unsecured Debt The Howard Hughes Summerlin Princeton Land Corporation (TRS) (QRS) Entities (s) = Secured Debt Corporation East, LLC (TRS) See Charts L-1 and L-2 MB = Mezzanine Borrower See Chart M 100% GGPLP L.L.C. = Track 1 Debtor 1 100% 100% & GGPI Entities = Track 2 Debtor 1 43.2941% 119 Preferred See Chart I Rouse-Fairwood THC- Stockholders = Track 3 Debtor 1 Development Corporation HRE, (TRS 5) LLC = Track 4 Debtor 1 Hex 120 Preferred = Wholly Owned Non-Debtor See Chart L-2 56.7059% Holding, Stockholders LLC = Joint Venture Non-Debtor Victoria Ward, Limited GGPLP L.L.C. Entities GGP Acquisition, L.L.C. Entities General Growth 0.20% 100% 1 Debtor Track information Management, Inc. See Chart G See Chart H See Charts J-1, J-2 is subject to change. (TRS) Hexalon Real Estate, Inc. (REIT) 2 The 2006 Credit Facility is secured by equity pledges given by (i) Caledonian Holding Company and GGP American Properties, Inc. of their respective membership interests in GGPLP L.L.C., (ii) GGP Limited Partnership, of its respective (a) membership interests in both GGPLP L.L.C. and Rouse LLC, and (b) partnership interest in The Rouse Company LP, and (iii) Rouse LLC, of its respective partnership interest in The Rouse Company LP. D-1 *Entities with bold borders are Debtors filed on April 16, 2009 Chart A Entities with dotted borders are Debtors filed on April 23, 2009 GGP Limited Partnership B+G – 2006 Credit Facility (u) G – 2008 Credit Facility (s)

100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%

Westwood St. Cloud Champaign Colony Square Fox River Sooner Southlake Columbia Mall Fallbrook Vista Ridge Town East River Hills GGP-Four Mall LLC Mall GGP Capital Market Mall L.L.C. GGP Shopping Fashion Mall Mall GGP 168th L.L.C. Square Rio West Mall, LLC Mall, LLC Mall, LLC River Hills Seasons L.L.C St. Cloud Holding GGP 125, LLC Trust I Place L.L.C. Development, Center, LLC L.L.C. L.L.C. Street, LLC Partners L.L.C. Land, LLC B – 2008 Land L.L.C. L.L.C. B-2008 Credit LLC B-PLD L.L.C. B-PLD B-PLD B-PLD B-PLD. Credit Facility B-PLD Facility (s) B-PLD B-PLD B-PLD (s) B-PLD

100% 0.01% GP 99.999% LP

Fallbrook Square Partners St. Cloud Mall L.L.C. Limited Partnership B-PLD B-PLD

100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%

GGP-Foothills Fallen Timbers Lakeland Phase II Mall Square GGP Jordan GGP-Tucson Tucson L.L.C. Cannery Lincolnshire Shops, LLC Gateway Boise Town Coral Ridge GGP-Tucson Fallen Timbers Subsidiary, Mall, LLC Creek L.L.C. GGP Village GGP Mall L.L.C. Anchor AllenTowne Chicago, LLC Commons, LLC GGP Echelon Overlook Parke West, Square Anchor Natick Retail, Mall, LLC Land L.L.C. Shops II, LLC LLC at Jordan International, Acquisition, Mall, LLC B – 2008 Place, LLC B – 2008 Business LLC Acquisition, LLC B-PLD LLC Credit Facility B-PLD Credit Facility B-PLD Creek L.L.C. LLC B-PLD Trust LLC B-PLD (s) (s) B-PLD

100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% GGP- GGP GGP Wilson Hunt Genesis Hoover JV Rogers Ventures Ventures GGP Macon, Wilson Galleria, Schwyhart Development Holdco, LLC Retail Brazil Costa Rica, LLC Macon LLC Graham Holding L.L.C. L.L.C. Company L.L.C. VI, LLC Gateway 50% 50% 100% 100% 50% 50% GGP- West 50% 50% 50% 50% Newgate West Oaks Overlook GGP Turkey Newgate Oaks Mall Mall Land Anchor Borrower, Investco, LLC Mall, LLC Trust Acquisition, Acquisition, LLC Hoover Mall Holding, L.L.C. Rogers Retail L.L.C. LLC LLC GGP Genesis Costa Rica, LLC Shoppes at B-PLD B-PLD GGP GGP B-PLD River Brazil I Brazil II 100% 100% 100% 100% Crossing, L.L.C. L.L.C. LLC Riverchase Anchor Hoover Mall Limited, Pinnacle Pinnacle Hills, Acquisition, LLC L.L.C. South, LLC LLC

D-2 *Entities with bold borders are Debtors filed on April 16, 2009 Chart B Entities with dotted borders are Debtors filed on April 23, 2009

General Growth Properties, Inc. B+G – 2006 Credit Facility (u) G – 2008 Credit Facility (s)

GGP Limited Partnership B+G – 2006 Credit Facility (u) G – 2008 Credit Facility (s)

100% 100% 100% 100% 100% 100% 100% 100%

Oklahoma GGP 110 General Growth – General Growth 170 Mall St. Greenwood GGP 110, Inc. Mall Inc. Holding L.L.C. Westlake (GP), Inc. (GP), LLC Vincent, Inc. Mall, Inc.

MSAB Holdings, Inc. 1% 99% 99.999% LP .001% GP 99.999% LP .001% GP 1% GP 99% LP 99.5% .5%

Oklahoma Mall L.L.C. Mall St. Vincent, L.P. Greenwood Mall L.L.C. 99.5% .5% General Growth – Westlake, L.P. General Growth 170, LP B-PLD B-PLD

GGP 110 Riley Inc. L.L.C. 99.999% .001% JCP Realty, d/b/a/ Riley Inc. Omega, Inc.

MSAB Holdings L.L.C. 1% 50% 49%

Development Resources Dayjay Associates Wacker, L.L.C. 100% AIL Investment L.P.

99% 1% Greenwood Mall Land, LLC

100%

GG DR, L.L.C. 50% 50% 50% 50% GP LP LP GP Quail Springs Mall, LLC

Westlake Retail Associates, Ltd. 170 Retail Associates, Ltd.

D-3 *Entities with bold borders are Debtors filed on April 16, 2009 Chart C Entities with dotted borders are Debtors filed on April 23, 2009

GGP Limited Partnership B+G – 2006 Credit Facility (u) G – 2008 Credit Facility (s)

100%

Teachers’ Retirement Ivanhoe 118 Preferred System of the State of Illinois Equities V LP Stockholders

TRS JV HoldCo, LLC

51% common stock 49% common stock

50% 50%

GGP Ivanhoe, Inc. GGP-TRS L.L.C. (REIT)

100% 100% 100% 100% 100% 100% 100% 100% 100% 100%

Kenwood GGP- Mall Tyler Mall Holding, GGP-TRS L.L.C. GGP LLC Silver City Services, Clackamas Florence WV Sub, Ivanhoe Oaks Mall, Westroads Galleria Inc. Mall L.L.C. Mall L.L.C. LLC Services, Inc. LLC Mall L.L.C. L.L.C. (TRS) (TRS)

.5% GP 99.5% LP

100% Tyler Mall Limited Partnership

Kenwood Mall L.L.C.

D-4 *Entities with bold borders are Debtors filed on April 16, 2009 Chart D Entities with dotted borders are Debtors filed on April 23, 2009

GGP Limited Partnership B+G – 2006 Credit Facility (u) G – 2008 Credit Facility (s) 114 Preferred 100% Stockholders

GGP/Homart, Inc.

100% 100% 100% 99.5% 100% 100% 100% 100% 100% 100% 100% 100% 100%

Chula Vista Parks at GGP- Tysons NewPark GGP- Center, GGP GGP- GGP- GGP- GGP- Arlington Moreno Galleria GGP Neshaminy Anchor Pembroke Superstition LLC General II, Bay City Neshaminy NewPark, Pembroke LLC Valley, Inc. L.L.C. Trust Acquisition, Lakes II, Springs, Inc. Inc. One, Inc. Trust Inc. Lakes, Inc. LLC Inc. B – 2008 B-PLD B-PLD B-PLD Credit 99.5% Facility (s)

99% LP 17% 100% 100% 0.5% 0.5% 99.5% 80% GP 20% LP 100% OTR affiliate of 1% GP 50% 83% Ohio State GGP- GP Deerbrook GGP-North Teachers Brass Mill Ho Retail Bay City Mall, LLC Point, Inc. Retirement Pembroke Inc. Properties II 100% Mall System NewPark Alameda Lakes Mall Limited Associates Mall Mall Ltd. B-PLD B-PLD Partnership L.L.C. B-PLD L.L.C. L.L.C. 50% LP B-PLD B-PLD B-PLD Westcor GGP- Neshaminy Realty 100% 100% Arrowhead, Mall Joint Limited 50% Inc. Venture 33.33% Partnership Limited GGP- Partnership 50% 50% JCP GGP-North Steeplegate, 33.33% Realty, Point Land Inc. Inc. 0.5% 50% L.L.C. Superstition B-PLD Alameda Mall Associates Springs 33.33% Westcor Holding, JCP B-PLD 33.33% Realty LLC Realty, East Mesa Limited Inc. Mall L.L.C. Partnership 100% B-PLD 100% 100% 100% GGP-NewPark L.L.C. 33.33% 33.33% New River B-PLD Associates GGP-Columbiana GGP/ SEE CHART Trust Homart E FOR East Mesa The Woodlands Services SHARED Land L.L.C. B – 2008 Credit Mall Associates, Facility (s) LLC Inc. (TRS) ENTITIES*

B-PLD

NOTE: * Shared entities between GGP/Homart, Inc. and GGP/Homart II L.L.C. are found on Chart E D-5 *Entities with bold borders are Debtors filed on April 16, 2009 Chart E Entities with dotted borders are Debtors filed on April 23, 2009 GGP Limited Partnership B+G – 2006 Credit Facility (u) G – 2008 Credit Facility (s)

New York State 114 Preferred Common Retirement Stockholders Fund 50% 50% 50% 50%

GGP/Homart, Inc. GGP/Homart II L.L.C.

.5% 100% 99.5%

100% 100% 99.5% .5%

GGP- Northbrook, Inc. Alderwood Mall GGP- Holding L.L.C. Buckland Hills One, Inc. GGP- Carolina Montclair Place, Inc. Plaza L.L.C. .001% .5% 100%

99.999% 99.5% 99.5%

Northbrook Court L.L.C. Pavilions at Buckland Hills L.L.C. Alderwood Mall 99.5% L.L.C.

99.5% .5% .5% .5%

Northbrook Northbrook Court I Court II L.L.C. L.L.C.

Carolina Place L.L.C. 80% 20% B-PLD

Westcoast Estates

D-6 *Entities with bold borders are Debtors filed on April 16, 2009 Chart F Entities with dotted borders are Debtors filed on April 23, 2009

GGP Limited Partnership New York State Common B+G – 2006 Credit Facility (u) Retirement Fund G – 2008 Credit Facility (s)

50% 50%

GGP/Homart II L.L.C.

100% 117 Preferred 100% 100% 100% 100% 100% 100% 100% 100% Stockholders 100% common shares 100%

GGP-Natick Trust Willowbrook Glendale GGP Mall Willowbrook Stonbriar Altamonte SEE 100% Anchor CPM Land First Colony Contractor, GGP- Anchor Mall Mall, Mall CHART E Acquisition, L.L.C. Mall, LLC Inc. Natick Acquisition (TX), LLC LLC L.L.C. FOR 100% 100% LLC (TRS) West (TX), LLC SHARED GGP- L.L.C. ENTITIES* GGP-Natick Glendale Otay Services, Inc. Holding, Inc. Ranch (TRS) L.L.C. 100% Glendale Holding 100% L.L.C. 99.5% LP

GGP-Glendale, .5% GP Inc.

Natick Mall, LLC 99.5% .5% GGP-Otay Ranch, L.P.

Glendale I Mall Associates, LLC

100% 100%

Glendale Ohrbach’s Glendale II Mall Associates, LLC Association, LLC

NOTE: * Shared entities between GGP/Homart, Inc. and GGP/Homart II L.L.C. are found on Chart E D-7 *Entities with bold borders are Debtors filed on April 16, 2009 Chart G Entities with dotted borders are Debtors filed on April 23, 2009

GGPLP L.L.C. B – 2006 Credit Facility (u) G – 2008 Credit Facility (s)

119 Preferred Stockholders 100%

Victoria Ward, Limited

100% 100% 100% 100% 100% 100% 100% 100%

Victoria Ward Ward Gateway- GGP-Maine Mall Victoria Victoria Ward Ward Plaza- Entertainment Industrial- The Crossroads Saint Louis Land Land L.L.C. Ward Center L.L.C. Warehouse, LLC Center L.L.C. Village, LLC Mall Land, Inc. L.L.C. Services, Inc. B-PLD (TRS) B-PLD B-PLD B-PLD B-PLD

99.999% .001% 100% 100% 100% 100% 100%

VW Land Trust Land Trust Condominium Land Trust Land Trust No. FHB- No. FHB- The Crossroads Mall Land L.L.C. Development, No. 89433 No. 89434 TRES TRES LLC 200601 200602

D-8 *Entities with bold borders are Debtors filed on April 16, 2009 Chart H Entities with dotted borders are Debtors filed on April 23, 2009

GGPLP L.L.C. B – 2006 Credit Facility (u) G – 2008 Credit Facility (s)

100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%

Oakwood Southwest Stonestown Hills Mall, Spring Hill Redlands Denver Land Eden Prairie Coronado Shopping LLC Piedmont Mall Mall L.L.C. Chapel Hills ER Land GGP- GGP-Maine Rogue Valley GGP- Land Saint Louis L.L.C. Anchor Center Chico Mall Center Lynnhaven L.L.C. Kapiolani Mall L.L.C. Acquisition Glenbrook Mall Holding Mall Holding Redlands Mall Acquisition Galleria Building Holding L.L.C. Holding L.L.C. Holding L.L.C. B – 2008 B – 2008 Retail, LLC L.L.C. Holding L.L.C. L.L.C. L.L.C. L.L.C. Company Holding L.L.C. B – 2008 L.L.C. L.L.C. Credit B-PLD Credit B-PLD L.L.C. Credit MB Facility (s) Facility (s) Facility (s)

99.5% 99.5% 99.5% LP LP LP

0.5% GP 0.5% GP 0.5% GP 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%

Birchwood Mall of the Southwest Saint Louis North Star Peachtree Sikes Senter, Chico Mall, Apache Mall, Redlands Mall L.L.C. Bluffs LLC Plaza L.L.C. GGP Ala Baybrook GGP- Galleria Stonestown Augusta Mall Anchor GGP-Mint Hill Mall, L.L.C. LLC L.P. LLC Land Augusta Mall Moana Mall, LLC Redlands Mall Anchor Shopping Anchor Acquisition, L.L.C. Acquisition B – 2008 B – 2008 Holding, LLC B – 2008 Holdings L.P. Acquisition Center L.L.C. Holding, LLC LLC B-PLD B-PLD B-PLD Company L.P. Credit Credit Credit L.L.C. B-PLD L.L.C. Facility (s) Facility (s) Facility (s)

99.5% LP

0.5% GP 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%

Augusta Mall GGP- Saint Louis Stonestown Coronado GGP-Maine Rogue Valley Lynnhaven Anchor Augusta Mall, GGP Kapiolani GGP Ala Coastland Glenbrook Redlands Galleria Shopping Development Center L.L.C. Mall L.L.C. Mall L.L.C. Mall L.L.C. Acquisition, LLC Moana L.L.C. Center, LLC L.L.C. Land Holding L.L.C. Center, L.P. LLC LLC L.L.C. B-PLD B-PLD B-PLD B-PLD B-PLD B-PLD B-PLD B-PLD B-PLD B-PLD B-PLD B-PLD

D-9 *Entities with bold borders are Debtors filed on April 16, 2009 Chart I Entities with dotted borders are Debtors filed on April 23, 2009

General Growth Properties, Inc. B+G – 2006 Credit Facility (u) G – 2008 Credit Facility (s)

GGPLP L.L.C. B – 2006 Credit Facility (u) G – 2008 Credit Facility (s) 100%

99.5% 100% 99.999% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% .001% Tracy Mall, 100% Eden Inc. GGP-South GGP- GGP- Valley GGP- Grand Eagle Prairie GGP- Grandville Park Elk Grove Century Knollwood Shore Lakeview Grandville Hills Kalamazoo Gateway Traverse Ridge Mall, Inc. Lansing II L.L.C. Mall II, Mall, Towne .5% Plaza, Inc. Mall, Inc. Partners, Square, Mall, Mall, Inc. Lockport 99.5% LP Bay Shore Mall, Mall, Inc. Mall Mall, Inc. Mall, Inc. Inc. Inc. Center GP Inc. Inc. MB Inc. L.L.C. L.L.C. Mall of Inc. Holding, GGP- Louisiana Inc. Grandville GGP-Mall of Land Holding, Tracy Mall 100% Land L.L.C. Louisiana, Inc LLC Partners II, .5% L.P. 99.5% 99.5% 99% 99% MB 99.5% LP .5% 99% 99.5% 99% 99% 99.5% 99.5% 99.5% 99.5% LP LP LP LP Capital GP LP LP Grandville .5% 99.5% Mall, Inc. Mall, Inc. 100% .5025% 1% 99.5% GP 99.5% 99.5% 99.5% GP LP 1% 5% Tracy Mall .5% .5% 1% 99.4975% 1% 5% 1% 5% .5% .5% .5% .5% .5% .5% GP GP Partners I, GP GP GP GGP-Mall .5% 99.5% L.L.C. .5% of Mall of Mall of Louisiana Bay Shore Mall Louisiana Louisiana II L.L.C. 99.5% .5% II, LP Holding, Land, LP GP GP Lakeview Inc. GGP Lansing Mall GGP- Valley MB Bellis Fair GGP- Grand Eagle Ridge Eden Prairie Square Park Mall Kalamazoo Elk Grove Capital Mall 99.5% Knollwood South Shore Limited Grandville Hills Mall Partners Gateway Mall Traverse Mall Pines Mall Mall, L.P. Mall L.L.C. Century Limited L.L.C. Mall L.L.C. Town L.L.C. L.L.C. Partners, L.P. Tracy Mall Mall L.P. Partners, Partnership L.L.C. L.L.C. Partners Plaza L.L.C. Partnership Center, Partners, L.P. L.P. Bay Shore Mall B-PLD B-PLD B-PLD B-PLD B-PLD B-PLD B-PLD L.P. B-PLD .5% B-PLD B-PLD B-PLD B-PLD Partners B-PLD B-PLD 99.5% LP B-PLD GGP-Mall of Louisiana L.P.

B-PLD

D-10 *Entities with bold borders are Debtors filed on April 16, 2009 Chart J-1 Entities with dotted borders are Debtors filed on April 23, 2009 GGPLP L.L.C. B – 2006 Credit Facility (u) G – 2008 Credit Facility (s)

100%

GGP Acquisition, L.L.C.

81.94226% GP 18.05774% LP

Various holders 100% of limited Price Development Company, partnership Limited Partnership interests Price GP L.L.C. (See Drop Down A for properties held directly by this entity)

100% 26.666% LP 73.334% GP 1% GP 99% LP .5% 99.5% 100%

PDCLP JV JCP Price-Boise Price Financing HoldCo, LLC Realty Inc. Drop Down A Company, Ltd. Partnership, L.P. BTS Properties L.L.C.

Majestic Partners- JCP 25% LP 75% GP Realty Inc. Provo, 100% 100% 100% LLC Burnham Thomas Boise Towne Plaza L.L.C. Foundation W. James Provo Mall Development North Town Mall, LLC 25% 75% GP TV Investment, Company, Ltd. B-PLD LLC B – 2008 Credit Facility (s) Spokane Mall 25% 25% 50% Development Company 100% 100% 100% Price Development Company, Limited Partnership – Limited Partnership Directly Owned Properties Boise Mall, LLC 500 West ______Price-James Company Provo Mall 100% Associates, L.L.C. B-PLD LLC II. Community Centers Location Alameda Plaza Pocatello, Idaho Balley Hills Village Eugene, Oregon Spokane Mall L.L.C. KIDK – Idaho Falls (Baskin Robbins 17th Street) Idaho Falls, Idaho Cottonwood Square Salt Lake City, Utah Fremont Plaza Las Vegas, Nevada Plaza 800 Sparks, Nevada Plaza 800 – Skippers Sparks, Nevada Plaza 9400 Sandy, Utah Plaza 9400 – Shops Sandy, Utah Red Cliffs Plaza St. George, Utah Twin Falls Crossing Twin Falls, Idaho Yellowstone Square Idaho Falls, Idaho Yellowstone Shop Idaho Falls, Idaho

D-11 *Entities with bold borders are Debtors filed on April 16, 2009 Chart J-2 Entities with dotted borders are Debtors filed on April 23, 2009

100% 100% 100% 100% 100% 100% 100% 100% 100% 100%

Pierre White Silver Price-ASG Visalla Mall Bossier Mountain PDC Lake Mall, Gateway GGP-UC L.L.C. L.L.C. Mall, LLC Mall, LLC Orem Plaza Community LLC 500 West Crossing L.L.C. L.L.C. Center Centers L.L.C. Capital, L.C. B – 2008 B – 2008 B – 2008 B – 2008 Street, LLC B-PLD Credit Credit 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Credit Credit B-PLD B-PLD Facility (s) Facility 99.5% .5% GP Facility (s) Facility (s) (s)

Visalla Mall, L.P. Country Cache Pine Sierra Vista North Plains PDC-Red PDC- B-PLD Hills Valley, LLC Ridge Three Rivers Freemont Plaza Mall, LLC Mall, LLC Cliffs Mall Eastridge River Price Plaza, Cottonwood Mall Mall L.L.C. Plaza 800 L.L.C. Mall L.L.C. Falls Mall, Development B – 2008 B – 2008 B – 2008 Mall, LLC LLC L.L.C. TRS, Inc. L.L.C. L.L.C. Credit Credit Credit B-PLD LLC Facility (s) Facility (s) B-PLD B-PLD B-PLD Facility (s) B-PLD

D-12 *Entities with bold borders are Debtors filed on April 16, 2009 Chart K Entities with dotted borders are Debtors filed on April 23, 2009

The Rouse Company LP B - Rouse Notes (u)

120 Preferred Stockholders 100%

.0046918% common stock GGP Holding, Inc. (Private REIT)

1% 99% 100% 99.8853082% common stock + 480 preferred shares 100% 119 Preferred Stockholders GGP-Burlington Chattanooga L.L.C. Mall, Inc. GGP Holding Services, Inc. (TRS) 99.5% GGP Holding II, Inc. (Private REIT) 100% 100% 0.5%

DK Burlington 100% 100% 100% Town Center Prince Kuhio Northgate Mall L.L.C. LLC Plaza, Inc. B-PLD GGP Ivanhoe IV GGP American Holdings Inc. Services, Inc. (TRS) (QRS) 100% 99% LP 1% GP GGP Ivanhoe II, Inc. Burlington Town 100% 100% Center II LLC Ho Retail Properties I Limited MB Partnership Caledonian Holding Company, Inc. (QRS) GGP American Properties Inc. (QRS) 100% B-PLD G – 2006 Credit Facility (u) 100% G – 2006 Credit Facility (u)

The Burlington Park City Town Center LLC 100% 100% Holding, Inc. GGP Limited Partnership 100% ~3.1% common ~6.2% common 99.99% 99.99% 100% B+G – 2006 Credit Facility (u) B-PLD .01% G – 2008 Credit Facility (s) GGP-Canal .01% GGP Meadows Mall, L.L.C. 90.7% Eastridge U.K.- Shoppes L.L.C. Shopping American Parcity PC Lancaster B-PLD Center Properties, L.L.C. L.L.C. L.L.C. Inc. 100% GGPLP L.L.C. 100% 100% 100% 100% B – 2006 Credit Facility (u) B-PLD B-PLD PC G – 2008 Credit Facility (s) Mayfair Mall, Parcity Trust Lancaster Landmark Mall L.L.C. LLC Trust 100% Grand Canal Shops II, LLC B – 2008 Credit 50% 50% Boulevard 100% 100% 100% Facility (s) Mall Inc. B-PLD PARCIT-IIP Lancaster Venture 99.5% 0.5% 0.5% 99.5% Oak View Cumberland 100% Mall Boulevard Boulevard Mall, LLC U.K.- L.L.C. Mall I LLC Mall II LLC LaSalle, LLC Lancaster Trust B-PLD B-PLD B-PLD 50% 50% Boulevard Associates B-PLD

Caledonia Holding Company, Inc. 100% 100% 100% 100% 100% 100% 100% 100% GGP- 100% Southland Pecanland, GGP-La Mall, Inc. Inc. RS RASCAP Place, Inc. 0.5% GP 99.5% LP Oglethorpe Bakersfield Properties Realty, Ltd. GGP 0.5% GP 99.5% LP Mall, Inc. Mall L.L.C. Inc. B-PLD Savannah GGP-Pecanland Pecanland 99.5% LP .5% GP L.L.C. Anchor B-PLD 0.5% GP II, L.P. Southland Mall, Acquisition, La Place L.P. 99.5% .5% LLC Shopping, L.P. GGP-Pecanland, B-PLD Bakersfield Mall LLC L.P. B-PLD B-PLD 99.5% LP D-13 *Entities with bold borders are Debtors filed on April 16, 2009 Chart L-1 Entities with dotted borders are Debtors filed on April 23, 2009

GGP Holding, Inc. (Private REIT)

100%

HRD Remainder, Inc. (QRS)

100% Columbia Mall, Inc. (QRS)

100% 100% 100% 100%

100% 100% 100% 100% 100% 100% 100% 100% 100%

CMI Columbia Corporate Forty Fifty Sixty Seventy Columbia Mall Business Parking Columbia Columbia Columbia Columbia Management, HRD Parking Trust Business Corporate Corporate Corporate Corporate TRC Inc. Deck Trust Center, Center, Center, Center, ACB Parking Business LLC LLC LLC LLC Parking Trust Business Trust Trust 99% LP 100% 100% 100% 100% 99% LP 1% GP 99% LP 1% GP 99% LP 1% GP 10 CCC 20 CCC 30 CCC Business Business Business Trust Trust Trust Seventy Parkside Park Square Columbia Corporate American City Lakefront 1% GP Limited Partnership Limited Partnership Center Limited Benson Park HRD Parking, North Wincopin Partnership Building Business Inc. Parking, Restaurant Corporation Trust (QRS) Inc. Business B-PLD Trust (QRS) 100% 100% 100%

Parkview Office Building 100% 100% 10 CCC 20 CCC 30 CCC Limited 100% Borrower, Borrower, Borrower, Partnership LLC LLC LLC 50 CCC 60 CCC 50% White Marsh Mall, 50% Borrower, Borrower, LLC LLC LLC B-PLD

50% 50% 100% 100% 100% 100% The Mall in Columbia White Marsh Mall White Marsh Phase II 40 CCC Holding, L.L.C. Associates Associates Borrower, B-PLD Running Brook LLC Town Center East Business Trust Business Trust 100% The Mall in Columbia 50% 50% Holding II, L.L.C. B-PLD

100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% White Marsh General Partnership Running CCC CCC The Mall in Mall Brook CCC Ridgely CM Theatre CM-N CM-H Lot 48 Lot 49 Columbia Mall Association Columbia Entrances Borrower, Exhibit Borrower, Business Business Business Business Business Borrower, Business Business LLC SPE, LLC Borrower, LLC LLC Trust Trust Trust Trust Trust LLC Trust Trust

D-14 *Entities with bold borders are Debtors filed on April 16, 2009 Chart L-2 Entities with dotted borders are Debtors filed on April 23, 2009

The Rouse Company LP GGP Holding, Inc. (Private REIT) B – Rouse Notes (u)

100% 100% The Hughes Corporation HRD Remainder, Inc. (QRS) (TRS 2) 100% 100% The Howard Hughes Corporation (TRS) The Howard Research and Development Corporation (TRS)

100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Rouse-Fairwood Development Corporation

Oakland Ridge Rouse- Rouse- LP Rouse- Columbia Gateway Bridgeland 100% Industrial Stone Lake. Phoenix Phoenix 30% LP Houston, Land Overlook III GP, LLC Gateway Development LLC Hotel Hotel LLC Holdings, Business Overlook II Corporation (TRS) Corporation Parking, Inc. Inc. (TRS) Trust Business Trust (TRS) (TRS) (TRS) Emerson 1% GP 99% LP 100% Land, LLC

70% LP 100% 100% 100% GGP Bridgeland, LP Cypress LA, LLC Rouse Holding Limited Emerson Gateway Partnership Land Overlook II West Kendall Business Borrower, Holdings, LLC Trust LLC 54% LP 46% GP & LP

Rouse-Fairwood Development Limited Partnership

100% 100% 100% 100% 100% 100% 100% 100%

Rouse Rouse Merchant-Wired, Town Center Harper’s Transportation LLC LRVC Parcel C Parcel D Merriweather Inc. (TRS) East Parking Choice Business Business Business Post Business Lot Business Business Trust Trust Trust Trust Trust Trust 100%100% 100% 100% 100% 100% 100%

Fairwood Fairwood Fairwood- Fairwood- Fairwood- Fairwood- Fairwood- Commercial Front Foot Four Front- GPP Front- Promise Front- Prospect Front- Three Front- Outside Third Parties Front Foot Benefit Foot Benefit Foot Benefit Foot Benefit Foot Benefit Foot Benefit Benefit Company, Company, Company, Company, Company, Company, 10.86% Company, LLC LLC LLC LLC LLC LLC LLC 89.14%

Merchant Wired, LLC

D-15 *Entities with bold borders are Debtors filed on April 16, 2009 Chart M Entities with dotted borders are Debtors filed on April 23, 2009

The Howard Hughes Corporation (TRS)

100% 100%

MS/TWC Joint Venture TWC (Morgan Stanley) 100% 100% 100% 100% 100% Operating, LLC TWC Land Development, LLC

Westfield Simon 99% LP Rouse Tri- Party TRS, 1% GP Inc. (TRS) 1% GP 99% LP MS TWC, Inc. Vista (Morgan Stanley) Red Rock 27.285% 43.2940% 29.4209% Clover Commons, TWC TWC Land Investment, Stichting Acquisition LLC Operating, LP Development, LP LLC Pension LLC Funds 100% 100% ABP Tri-Party Non-856 Assets, LLC 56.5% LP 1% GP 42.5% GP 42.5% GP 50% 50% 56.5% LP 1% GP

Hughes 1 Properties, Summa Rolim Associates The Woodlands Operating Company, LP TWLDC Holdings, L.P. Inc. Corporation (TRS) 100% 100% 100% 100% 100% 100% 100% The Woodlands The Woodlands WECCR, Inc. Brokerage, TWLDC Holdings GP LLC H-Tex, Inc. LLC 1% 1% 99% 99% RA RA RA 1% GP 99% LP 99% Hotel, CFH, West, 1% GP LLC Inc. Inc. Corporate WECCR The Woodlands Housing General 1 Commercial Partnership Partnership The Woodlands Land Development Company, LP Brokerage Company, LP 100% 100% 100% 100% The Woodlands Woodlands The Woodlands Beverage, Inc. Acquisition, Custom Residential Town Center LLC Sales, LLC Development 50% Company GP, LLC 100% 1% GP 99% LP 1% GP 99% LP Stewart Title Beverage The Woodlands Management Operations, Inc. Custom Sales, Town Center Company, Inc. LP Development Company, LP

7% 10101 Woodloch Forest LLC

1 GGP does not control this joint venture. For purposes of preparing this chart, GGP has relied on the most recent information provided by its joint venture partner regarding the joint venture's ownership percentages in its subsidiaries. D-16 *Entities with bold borders are Debtors filed on April 16, 2009 Chart N-1 Entities with dotted borders are Debtors filed on April 23, 2009

GGP Limited Partnership Rouse LLC B+G – 2006 Credit Facility (u) G – 2006 Credit Facility (u) G – 2008 Credit Facility (s)

99% LP 1% GP

The Rouse Company LP B – Rouse Notes (u)

100% 100% United The Rouse Company Health BT, LLC 6.8% TRC Co-Issuer, Inc. 93.2% B – Rouse Notes (u) 0.9999% GP 99.00001% LP

Summerlin Hospital The Rouse Company Operating Partnership LP Medical Center, L.P. 100%

The Hughes Corporation (TRS 2)

100% 100% 100% The Howard Hughes Corporation (TRS)

Summerlin Corporation (TRS) Princeton Land 100% East, LLC Rouse-Fairwood Development Corporation (TRS 5) (MD)

100% 1% LP

99% GP 100% The 100% Rouse 98.999505% LP 98.999505% LP Company Simon Westfield of Harbor Place 91% LP Louisiana, Associates LLC Limited 100% 0.000495% LP 100% 100% 0.000495% LP Partnership 1451 Center Crossing 100% Rouse-Abbey, Greengate Drive, LLC LLC Mall, Inc. (TRS) Rouse-New 100% 100% Rouse-Portland, LLC Orleans, LLC 29.4209% 43.2941% 27.285% 1% GP 1% GP 8% LP 1% GP Harborplace Rouse- New Orleans Borrower, Wincopin, Riverwalk Limited LLC LLC Partnership 1450 Center Pioneer Office Pioneer Place B-PLD Crossing Limited Limited Drive, LLC Abbey Acquisition, LLC Partnership Partnership 50% 50%

B – 2008 Credit B – 2008 Credit Facility (s) Facility (s) New Orleans Riverwalk Associates

D-17 *Entities with bold borders are Debtors filed on April 16, 2009 Chart N-2 Entities with dotted borders are Debtors filed on April 23, 2009

The Hughes Corporation (TRS 2)

100%

The Howard Hughes Corporation (TRS)

100% 100% 100%

Summerlin Corporation (TRS) Rouse-Fairwood Development THC-HRE, Corporation (TRS 5) LLC See Chart L-2

56.7059% 43.2941% The Rouse Company Operating Partnership LP

Hex Holding, LLC 119 Preferred Stockholders 94.423% LP 5.577% GP

Howard Hughes Properties, 100% Common Stock Limited Partnership

Hexalon Real Estate, Inc. (REIT)

See Chart Q for other subsidiaries

100%

100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% HRD HHPLP JV Jim 99% LP 1% GP JMB Remainder, HoldCo I, LLC Christensen Inc.

100% 10000 1201/1281 1645 HHP Government 1251 Covington 1120/1140 Town Center Village Services, Limited HHPLP JV Center Partnership 9950-9980 Cross, LLC Town Center Drive, LLC Center 9901-9921 Rouse SI HoldCo II, LLC Crossing, Covington Summerlin 50% 47% LP 47% LP Drive, LLC Circle, LLC 30.18% 69.75% 0.07% Covington Shopping LLC Cross, LLC Centre, LLC Cross, LLC Center, LLC 50% 50% 53% GP 53% GP 50% Rouse F.S., LLC

100%

Maguire Fashion Show Mall, LLC Lake Meade Maguire Trails Village Partners- 1635 & Buffalo Partners- 10190 B-PLD Center Co. Playa Vista 1551 Village Partnership Playa Vista Covington 1160/1180 Area C Hillshire Centre Cross, LLC Town Center Drive, LLC Circle, LLC Drive, LLC

D-18 *Entities with bold borders are Debtors filed on April 16, 2009 Chart P-1 Entities with dotted borders are Debtors filed on April 23, 2009

The Rouse Company Operating Partnership LP

The Rouse Company 100% 100% LP 100% 100% 100% 100% 100% 100% 100% 100%

Howard Hughes The Rouse Company of Texas, LLC Properties, Inc. (TRS 3) 10450 West Rouse Rouse Office Columbia Arizona Rouse- Charleston Investing Princeton Management Crossing, Center Phoenix Boulevard, Company, Land, LLC of Arizona, LLC Parking, LLC Cinema, LLC LLC LLC LLC 100%

100% 100% La 100% 100% Cantera 100% Holding GP, LLC USAA Real 95% LP 99% LP Rouse- Austin Mall, Highland, Estate 100% 100% 100% 100% LLC 100% Company LLC 99% LP Howard Howard 5% GP 1% GP Hughes Hughes Howard 1% GP 99% LP Properties IV, Properties V, Hughes 1% GP LLC LLC Centerpoint, LLC B-PLD B-PLD La Cantera Austin Mall Limited 25% LP 25% LP Partnership Holding, Rouse- Rouse- LP Bayside Beachwood Harborplace Phoenix Phoenix CPI-Highland Marketplace, Terrapin Two Arizona Corporate 75% GP Place Management Theatre Associates, LP LLC Acquisition, Center, LLC Center Limited Holding, Company, Limited Centerpoint LLC Partnership Mall St. LLC LLC Partnership 75% GP Matthews 100% Management, B-PLD 100% Company, LLC 2% GP 48% GP 50% GP LLC 50% La Cantera Retail La Cantera Limited Specialty Retail, LP 50% Partnership 50% The Highland Mall Joint 1% Venture 100% 49% Howard Hughes Center Pointe 0.5% GP 99% LP 0.5% GP Canyon Pointe Plaza LLC Q4, LLC

MSM Property Highland Mall Limited Partnership 10000 West Beachwood L.L.C. Charleston Place Mall, Boulevard, LLC B-PLD LLC B-PLD B-PLD

D-19 *Entities with bold borders are Debtors filed on April 16, 2009 Chart P-2 Entities with dotted borders are Debtors filed on April 23, 2009

The Rouse Company Operating Partnership LP

100% 100% 100% 100%

Chesapeake 100% 100% 100% Investors, Christiana LLC Holdings I, LLC

Three OM, Four OM, Christiana LLC LLC 100% Holdings II, 100% Fashion LLC Collin Creek Faneuil Hall Place Anchor 50% Marketplace, Anchor, Acquisition, 50% LLC Acquisition, LLC Rouse Commercial Properties, LLC LLC 1% GP 99% LP 1% GP 99% LP

Christiana Acquisition, LLC 100% 100% Three Owings Mills Four Owings Mills 100% Corporate Center Corporate Center Land Limited Land Limited 100% 100% 100% 100% Partnership Partnership Hunt Valley Title Rivers Park Holding The Rouse ABC, LLC Company, LLC Company of 100% 100% Minnesota, LLC Christiana Mall, LLC 1% GP 1% GP Woodbridge 98% LP 1% GP 1% GP 98% LP 100% Collin Creek Center Fashion 100% 100% Mall, LLC Property, Place, LLC 100% LLC Riverspark Triangle B-PLD B-PLD Rouse Ridgedale B-PLD Associates Business Three OM Four OM Seaport Princeton Holding, LLC Limited Center I Limited SPE, SPE, Marketplace, LLC Land, LLC Partnership Partnership CMA Access LLC LLC Company, LLC 100%

Rouse Ridgedale, 5% GP 95% LP LLC

100%

South Street Seaport Seaport Limited Marketplace Ridgedale Center, Partnership Theatre, LLC LLC

B-PLD

D-20 *Entities with bold borders are Debtors filed on April 16, 2009 Chart P-3 Entities with dotted borders are Debtors filed on April 23, 2009

The Rouse Company Operating Partnership LP

100% 100% 100%

100% 100% 100% 100% JPMorgan & NYSTERS 100% Mizner JV O.M. Land Development, LLC Holdco, LLC Rouse- Mizner Park, LLC 64% LP 54% LP Hocker 35% 65% HMF Oxmoor Henley Holding One Owings Two Owings Properties, Partners, Company LLC LLC Mills Mills Corporate Corporate B-PLD 50% Center, LLC Center, LLC Four State Properties, LLC TTC Member, AON LLC 50% 50% 100% 1% GP 1% GP 35% LP 45% LP 100% 50% 100% 100% 100% 99% 1% The Rouse Mizner Park Company of Mizner Park Venture, LLC Michigan, Hulen Mall, Holdings V, LLC LLC LLC B-PLD One Owings Mills Two Owings Mills Park Meadows Rouse-Bridgewater Commons Mall, LLC Corporate Center Corporate Center Mall Holding, B-PLD Associates Limited Associates Limited LLC Rouse-Towson 100% Town Center, TTC SPE, LLC Partnership Partnership LLC 100% Rouse 100% Southland, 99.5% LLC 100% 0.5%

Bridgewater Commons Mall, LLC 100% 100% 100% 100% 100% 100%

Southland Towson TC, Hocker Center LLC Oxmoor, Mizner Park Mizner Park Mizner Park Mizner Park Holdings I, Holdings II, Holdings III, Holdings IV, Holding, 100% LLC 100% LLC LLC LLC LLC LLC B-PLD Park Meadows Mall, LLC 100% 100% 50% GP 50% GP 1% GP 99% LP 99% LP 1% GP Bridgewater Bridgewater Commons Mall II, Commons Mall Southland LLC Development, LLC Rouse-TTC Center, LLC Funding, LLC Crocker Downtown Crocker Mizner Park Crocker Mizner Park Development Associates III, Ltd. IV, Ltd. B-PLD

B-PLD B-PLD B-PLD

D-21 *Entities with bold borders are Debtors filed on April 16, 2009 Chart P-4 Entities with dotted borders are Debtors filed on April 23, 2009

The Rouse Company Operating Partnership LP

100%

MS/TWC Joint 100% 100% 100% 100% 100% TWC Venture Commercial 100% Properties, 100% 100% LLC The Rouse Paramus Paramus Company 1% GP 99% LP Rouse Equities, The Rouse Company of Florida, LLC Tri-Party Park, LLC of MS/TWC, LLC TWC Miscellaneous, Georgia, Inc. LLC Commercial LLC Westfield Simon Properties, 100% LP JPMorgan 100% 56.5% LP 1% GP 87.5% LP 42.5% GP 43.29% 29.42% GGP- 27.29% 50% Merrick Paramus Park Park TWCPC Holdings, L.P. 50% Holding, Mall, LLC LLC JPMorgan & Providence Governor’s Cigna 100% Tri-Party Miscellaneous, LLC 99.50% LP Place Square Mall, Holdings, 100% LLC LLC Perimeter 100% TWCPC .50% GP 40% 60% Mall Venture, B-PLD 60% Holdings 99% LP MB The Rouse LLC 40% GP, LLC Company at Rouse- Owings Mills, Oakwood 75% LP LLC Shopping 1% GP Center, LLC B-PLD 100% 100% 95% LP Merrick Park, Merrick Park 12.5% GP LLC Parking, LLC 5% GP

The Woodlands Commercial Properties Company, LP Paramus Park Shopping Owings Mills Center Limited Rouse Limited Perimeter Partnership Providence, Partnership Oakwood Mall, LLC LLC Shopping Center B-2008 Credit Limited B-PLD B-PLD Facility (s) Partnership 25% GP B-PLD

Various 100% GP Interests1: Rouse- Woodlands Condo Assoc Orlando, LLC Office FV-93 Ltd Equities-95, (1%) B-PLD Ltd. OM Borrower, Timbermill-94 LLC Ltd (1%) Woodlands B-2008 Credit Sarofim #1 Facility (s) Ltd. (20%)

1 GGP does not control this joint venture. For purposes of preparing this chart, GGP has relied on the most recent information provided by its joint venture partner regarding the joint venture's ownership percentages in its subsidiaries. D-22 *Entities with bold borders are Debtors filed on April 16, 2009 Chart P-5 Entities with dotted borders are Debtors filed on April 23, 2009

The Rouse Company Operating Partnership LP

HRD Remainder, Inc. (See structure under GGP Holding, Inc.)

100% 100% 100% 100% 98.88% 100% 100% 6.89% 100% Two Willow Rouse- 100% Hickory Company, Arizona 1.12% Ridge LLC The Rouse 100% Village Center, Rouse- Company of Columbia Center, LLC Phoenix Washington, 100% Mall, Inc. Inc. (QRS) Development LLC 100% 100% (See Company, Baltimore structure One LLC The Rouse Center, under HRD Willow Company of Ohio 100% 100% LLC Company, Remainder, 3.24% LLC The Village of B-PLD Inc.) LLC 25% LP 25% LP Northwest JV Cross Keys, LLC Holdco, LLC 100% Three 7.83% 99% 99% NSMJV, 100% 100% Willow Willowbrook LLC 82.04% LP LP Company, II, LLC 25% GP LLC Franklin Rouse-Seattle, LLC Salem Beachwood Park Mall Caselmar, 1% 1% 25% LP Mall, LLC Place, LLC Company, LP GP GP 65% LP 99% Lakeside Mall 100% LLC 25% GP 74.5% LP 32% LP 1% LP 1.16% 0.5% LP Holding, LLC 13.97% 1% GP 1% 1% LP 1% GP 27.93% 49.5% LP 49.5% LP Baltimore Center 56.94% Associates Limited Partnership Northwest Baltimore Center 100% Associates Rouse-Arizona Rouse- B-PLD Garage Limited North Star Retail Center Phoenix Rouse-Westlake Limited Partnership Rouse-Westlake Limited Partnership II Partnership Limited Mall, LLC Master Partnership Franklin Park Mall, LLC Limited B-PLD 17.66% B-PLD Partnership Lakeside Mall 82.34% Property, LLC Outside Third Parties 100% 100% 100% Mondawmin CapStar B-PLD 100% 67% Business Trust 33% Weeping 75% GP & LP 24% LP TRC Willow 1% LP Willow B-2008 Credit Facility (s) Willow, SPE, RNA, LLC LLC LLC 100% VCK Business Trust Cross Keys 36.50% 1% 62.50% Village Square Westlake Center Associates LP Mondawmin B-PLD Condominium, Inc. Borrower, LLC

B-2008 Credit Facility (s) Willowbrook Mall, LLC

B-PLD

D-23 *Entities with bold borders are Debtors filed on April 16, 2009 Chart P-6 Entities with dotted borders are Debtors filed on April 23, 2009

The Rouse Company Operating Partnership LP

100% 100% 100% Westfield Hexalon Real Estate, Inc. Rouse-Urban Rouse-Urban, (Structure shown under Acquisition, LLC LLC THHC) Simon

54.232% GP & LP The Rouse Company 16.6267% LP 0.1676% GP 1.4205% LP Protective Trust, Inc. 27.553% GP & LP (TRS 8)

Head Acquisition, LP

100%

Class A & C Limited Partners RoPro TRS, Inc. (TRS)

94.4398% GP 5.5602% LP 100%

Urban Shopping Centers, LP

Rouse Oakbrook, LLC Industrial Mall Investors, LLC (CALPERS)

50% 50%

100% 835 Michigan, LP (Lucent & RREEF) UC Oakbrook Genpar, LLC 100% 55% GP 50.01% LP 45% GP 1% GP 48.99% LP

Water Tower Joint Venture Oakbrook Urban Venture, LP Southpoint Land, LLC

100% 100% 100% Southpoint Mall, LLC Oakbrook Facilities Corporation Water Tower, LLC Oakbrook Shopping Center, LLC (TRS)

D-24 *Entities with bold borders are Debtors filed on April 16, 2009 Chart Q Entities with dotted borders are Debtors filed on April 23, 2009

GGP Limited Partnership B+G – 2006 Credit Facility (u) G – 2008 Credit Facility (s)

Hexalon Real Estate, Inc. (REIT)

99.80% 0.20%

General Growth Management, Inc. (TRS)

Perimeter J.P. 100% 2.38% 100% 100% 100% 100% 100% 100% 100% 100% 50% Center NYSTERS 35% Miscellaneous Morgan Income LLC

50% 32.5% 32.5%

GGP Turkey Hoover Mall Harborplace, MallFinder GGP Natick Rouse-West Faneuil Hall Valley Plaza Anchor The Learning Mall Kapiolani Condominium Perimeter Mall Four State Management, Services, Inc. Network LLC Residence LLC Dade, Inc. Beverage, LLC Acquisition, LLC L.L.C. Development, LLC Facilities, LLC Facility Corp (TRS) LLC L.L.C.

D-25

Supplement to Appendix E – Corporate Reorganization Process

Pursuant to Section 5.1 of the Plan, this supplement to Appendix E to the Disclosure Statement sets forth the contemplated merger, dissolution or consolidation of certain entities by the Plan Debtors in conjunction with implementation of the Plan. The proposed corporate reorganization is described herein on a property-by-property basis, as listed in the index below. For each property owned by the Subsequent Plan Debtors, this supplement to Appendix E to the Disclosure Statement includes: (i) a description of all corporate acts and property transfers, if any, necessary to implement the reorganization; (ii) a structure chart showing the current corporate structure, combined with an illustration of the proposed corporate reorganization, if any; and (iii) a structure chart showing the projected corporate structure upon emergence, if applicable. Capitalized terms used in this supplement to Appendix E to the Disclosure Statement are defined in Appendix A to the Disclosure Statement.

Page # Property Name E-1 Bellis Fair E-4 Fashion Place Mall E-6 Gateway Overlook E-8 Lansing Mall E-11 Lincolnshire Commons E-13 Park City E-18 Regency Square E-21 Staten Island Mall E-24 Stonestown E-26 Tucson Mall E-28 Valley Plaza Mall E-31 Visalia Mall E-33 Washington Park Mall

US_ACTIVE:\43246799\03\47658.0008 CORPORATE REORGANIZATION PROCESS

BELLIS FAIR:

Bellis Fair Partners (WA) (Case No. 09-11968), the owner of the mall known as Bellis Fair, whose partners are General Growth Properties, Inc. (1%) and GGPLP L.L.C. (99%), is converted to a Delaware limited liability company named Bellis Fair Mall, LLC.

E-1 BELLIS FAIR Corporate Restructure Process

General Growth Properties, Inc.

KEY: Indicates Debtor not emerging from BK ~96% GP Outside Limited Indicates entity/entities emerging from BK Partners GGP Indicates change of entity type ~4% LP Limited Indicates transfer of Ownership Interests Partnership

Indicates entity is eliminated ~ 90.7% Common Managing Member Indicates Merger Outside preferred Remaining interests held Non-related Entity interests through GGP Holding II, Inc.

~ 9.3% common GGPLP L.L.C.

1%GP 99% GP

Bellis Fair Bellis Fair Partners converts to Delaware Partners (WA) limited liability company named Bellis Fair Mall, LLC Bellis Fair Mall (Bellingham, WA)

100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. E-2 BELLIS FAIR Upon Emergence

General Growth Properties, Inc.

KEY: Indicates Debtor not emerging from BK ~96% GP Outside Limited Indicates entity/entities emerging from BK Partners GGP Indicates change of entity type ~4% LP Limited Indicates transfer of Ownership Interests Partnership

Indicates entity is eliminated ~ 90.7% Common Managing Member Indicates Merger Outside preferred Remaining interests held Non-related Entity interests through GGP Holding II, Inc.

~ 9.3% common GGPLP L.L.C.

1% 99%

Bellis Fair Mall, LLC

Bellis Fair Mall (Bellingham, WA)

100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. E-3 CORPORATE REORGANIZATION PROCESS

FASHION PLACE MALL:

Fashion Place, LLC (DE) (Case No. 09-12109), is the owner of the mall known as Fashion Place Mall and is wholly owned by The Rouse Company Operating Partnership LP. There are no changes to this entity’s ownership structure.

Fashion Place Anchor Acquisition, LLC DE) (Case No. 09-12110), is the owner of a leasehold interest in the former Nordstrom parcel at the mall known as Fashion Place Mall and is wholly owned by The Rouse Company Operating Partnership LP. There are no changes to this entity’s ownership structure.

E-4 FASHION PLACE No Structure Changes Upon Emergence

General Growth Properties, Inc.

~96 % GP Outside Limited Partners GGP ~4 % LPs Limited KEY: Partnership Indicates Debtor not emerging from BK 99% LP Indicates entity/entities emerging from BK Rouse LLC Indicates change of entity type

Indicates transfer of Ownership Interests 1% GP The Indicates entity is eliminated Rouse Company LP

Indicates Merger The .99999% GP Non-related Entity Rouse Company BT, LLC (MD)

99.00001% LP The Rouse Company Operating Partnership LP

Fashion Fashion Place Anchor Place, Acquisition, LLC LLC Fashion Place Mall Ground Lessor for Nordstrom property (Salt Lake City, UT) subleased to the Cheesecake Factory

100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. E-5 CORPORATE REORGANIZATION PROCESS

GATEWAY OVERLOOK:

Gateway Overlook Business Trust (MD) (Case No. 09-12117), is the fee owner of the power center known as Gateway Overlook and is wholly owned by GGP Limited Partnership. There are no changes to this entity’s ownership structure.

Gateway Overlook II Business Trust (MD) (Case No. 09-12118), is the owner of a leasehold interest in the power center known as Gateway Overlook and is wholly owned by The Howard Research and Development Corporation. There are no changes to this entity’s ownership structure.

E-6 GATEWAY OVERLOOK No Structure Changes Upon Emergence General Growth Properties, Inc. ~96% GP Outside Limited Partners

GGP ~4% LP Limited KEY: Partnership Indicates Debtor not emerging from BK

Indicates entity/entities emerging from BK 99% LP

Indicates change of entity type Rouse LLC Indicates transfer of Ownership Interests 1% GP Indicates entity is eliminated The Rouse Company LP Indicates Merger 120 Preferred Non-related Entity Stockholders GGP Holding, Inc. (REIT)

HRD Remainder, Inc. (MD) (QRS) Gateway Overlook Business Trust (MD) The Howard Research and Development (Co-Guarantor) Corporation (MD) (TRS)

Ground Lessee for Gateway Overlook development Ground Lessor for Gateway in MD Overlook development in MD Gateway Gateway Overlook II Overlook III Business Trust (MD) Business Trust (Co-Guarantor) Gateway (MD) Overlook Borrower, LLC Vacant parcel adjacent to Gateway Overlook development in MD Gateway Overlook II Borrower, LLC 100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. E-7 CORPORATE REORGANIZATION PROCESS

LANSING MALL: Lansing Mall Limited Partnership (DE) [Case No. 09-11989], the owner of the mall known as Lansing Mall, whose partners are GGP-Lansing Mall, Inc. (1% GP) and GGPLP L.L.C. (99% LP), is converted to a Delaware limited liability company named Lansing Mall, LLC. Immediately following the conversion, GGP-Lansing Mall, Inc., wholly owned by General Growth Properties, Inc., is dissolved. As a result of this dissolution, the newly converted Lansing Mall, LLC’s (f/k/a Lansing Mall Limited Partnership) ownership interests are now owned by General Growth Properties, Inc. (1%) and GGPLP L.L.C. (99%). GGP-Lansing Mall, Inc. (DE) [Case No. 09-12143], the general partner of Lansing Mall Limited Partnership, and wholly owned by General Growth Properties, Inc., is dissolved. GGP-Lansing Mall, Inc. owns 1% of the general partnership interests in Lansing Mall Limited Partnership, the owner of the mall known as Lansing Mall. Immediately prior to the dissolution, Lansing Mall Limited Partnership is converted to a Delaware limited liability company named Lansing Mall, LLC. As a result of the dissolution, the newly converted Lansing Mall, LLC’s (f/k/a Lansing Mall Limited Partnership) ownership interests are now owned by General Growth Properties, Inc. (1%) and GGPLP L.L.C. (99%).

E-8 LANSING MALL Corporate Restructure Process

General Growth Properties, Inc.

KEY: Indicates Debtor not emerging from BK Outside Limited Indicates entity/entities emerging from BK ~96% GP Partners

Indicates change of entity type ~4% LP GGP Indicates transfer of Ownership Interests Limited Partnership Indicates entity is eliminated ~ 90.7% Common

Indicates Merger Remaining interests held Managing Member Outside preferred through GGP Holding II, Inc. interests Non-related Entity

100% ~ 9.3% common GGPLP GGP-Lansing L.L.C. Mall Inc. (QRS)

1% GP 99%LP Lansing Mall Limited Lansing Mall Limited Partnership Partnership converts to Delaware limited liability Company named Lansing Mall, LLC Lansing Mall (Lansing, MI)

100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. E-9 LANSING MALL Upon Emergence

General Growth Properties, Inc.

KEY: Indicates Debtor not emerging from BK Outside Limited Indicates entity/entities emerging from BK ~96% GP Partners

Indicates change of entity type ~4% LP GGP Indicates transfer of Ownership Interests Limited Partnership Indicates entity is eliminated ~ 90.7% Common

Indicates Merger Remaining interests held Managing Member Outside preferred through GGP Holding II, Inc. interests Non-related Entity

~ 9.3% common GGPLP L.L.C.

1% 99% Lansing Mall, LLC

Lansing Mall (Lansing, MI)

100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. E-10 CORPORATE REORGANIZATION PROCESS

LINCOLNSHIRE COMMONS:

Lincolnshire Commons, LLC (DE) (Case No. 09-12031), is the owner of the mall known as Lincolnshire Commons and is wholly owned by GGP Limited Partnership. There are no changes to this entity’s ownership structure.

E-11 LINCOLNSHIRE COMMONS No Structure Changes Upon Emergence

General Growth Properties, Inc.

~96% GP KEY: Indicates Debtor not emerging from BK Outside Limited Partners Indicates entity/entities emerging from BK ~4% LP Indicates change of entity type GGP Limited Indicates transfer of Ownership Interests Partnership Indicates entity is eliminated

Indicates Merger

Non-related Entity

Lincolnshire Commons, LLC

Lincolnshire Commons (Lincolnshire, IL)

100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. E-12 CORPORATE REORGANIZATION PROCESS

PARK CITY:

Lancaster Trust (IL) (Case No. 09-12473), the owner of the mall known as Park City Center, wholly owned by Parcit-IIP Lancaster Venture, is terminated. Termination occurs pursuant to a distribution of its assets and liabilities. Prior to the distribution, Parcit-IIP Lancaster Venture, whose partners are Parcity Trust and PC Lancaster Trust, is converted to a Delaware business trust named Park City Center Business Trust. Immediately following the conversion, Lancaster Trust distributes all of its assets and liabilities to Park City Center Business Trust (f/k/a Parcit-IIP Lancaster Venture). As a result of such distribution, Lancaster Trust terminates. Immediately following the conversion, distribution and termination, Parcity Trust is eliminated pursuant to a merger with and into its sole owner, Parcity L.L.C. Simultaneously with this merger, PC Lancaster Trust is eliminated pursuant to a merger with and into its sole owner, PC Lancaster L.L.C. Immediately following these mergers, Parcity L.L.C. and PC Lancaster L.L.C., each owned by Park City Holding, Inc. (.01%) and GGP Ivanhoe II, Inc. (99.99%), are dissolved. Immediately following these dissolutions, Park City Holding, Inc., wholly owned by GGP Ivanhoe II, Inc. is dissolved. As a result of these mergers and dissolutions, the ownership interests of Park City Center Business Trust (f/k/a Parcit-IIP Lancaster Venture) are now owned directly by GGP Ivanhoe II, Inc.

Parcit-IIP Lancaster Venture (IL) (Case No. 09-12486), an intermediate holding company, whose partners are Parcity Trust (50%) and PC Lancaster Trust (50%), is converted to a Delaware business trust named Park City Center Business Trust. Parcit-IIP Lancaster Venture has one wholly owned subsidiary, Lancaster Trust, the owner of the mall known as Park City Center. Immediately following the conversion, Lancaster Trust distributes all of its assets and liabilities to Park City Center Business Trust (f/k/a Parcit-IIP Lancaster Venture). As a result of such distribution, Lancaster Trust terminates. Following the conversion, distribution and termination, Parcity Trust is eliminated pursuant to a merger with and into its sole owner, Parcity L.L.C. Simultaneously with this merger, PC Lancaster Trust is eliminated pursuant to a merger with and into its sole owner, PC Lancaster L.L.C. Immediately following these mergers, Parcity L.L.C. and PC Lancaster L.L.C., each owned by Park City Holding, Inc. (.01%) and GGP Ivanhoe II, Inc. (99.99%), are dissolved. Immediately following these dissolutions, Park City Holding, Inc., wholly owned by GGP Ivanhoe II, Inc., is dissolved. As a result of these mergers and dissolutions, the ownership interests of Park City Center Business Trust (f/k/a Parcit-IIP Lancaster Venture) are now owned directly by GGP Ivanhoe II, Inc.

Parcity Trust (DE) (Case No. 09-12488), an intermediate holding company, whose sole owner is Parcity L.L.C., is eliminated. Elimination occurs pursuant to a merger with and into Parcity L.L.C. Simultaneously with this merger, PC Lancaster Trust is eliminated pursuant to a merger with and into its sole owner, PC Lancaster L.L.C. Prior to the mergers, Parcit-IIP Lancaster Venture, whose partners are Parcity Trust and PC Lancaster Trust, is converted to a Delaware business trust named Park City Center Business Trust. Immediately following the conversion, Lancaster Trust, the owner of the mall known as Park City Center, distributes all of its

E-13 CORPORATE REORGANIZATION PROCESS

assets and liabilities to Park City Center Business Trust (f/k/a Parcit-IIP Lancaster Venture). As a result of such distribution, Lancaster Trust terminates. Following the conversion, distribution, termination and mergers, Parcity L.L.C. and PC Lancaster L.L.C., each owned by Park City Holding, Inc. (.01%) and GGP Ivanhoe II, Inc. (99.99%), are dissolved. Immediately following these dissolutions, Park City Holding, Inc., wholly owned by GGP Ivanhoe II, Inc. is dissolved. As a result of these mergers and dissolutions, the ownership interests of Park City Center Business Trust (f/k/a Parcit-IIP Lancaster Venture) are now owned directly by GGP Ivanhoe II, Inc.

PC Lancaster Trust (DE) (Case No. 09-12491), an intermediate holding company, whose sole owner is PC Lancaster L.L.C., is eliminated. Elimination occurs pursuant to a merger with and into PC Lancaster L.L.C. Simultaneously with this merger, Parcity Trust is eliminated pursuant to a merger with and into its sole owner, Parcity L.L.C. Prior to the mergers, Parcit-IIP Lancaster Venture, whose partners are Parcity Trust and PC Lancaster Trust, is converted to a Delaware business trust named Park City Center Business Trust. Immediately following the conversion, Lancaster Trust, the owner of the mall known as Park City Center, distributes all of its assets and liabilities to Park City Center Business Trust (f/k/a Parcit-IIP Lancaster Venture). As a result of such distribution, Lancaster Trust terminates. Following the conversion, distribution, termination and mergers, Parcity L.L.C. and PC Lancaster L.L.C., each owned by Park City Holding, Inc. (.01%) and GGP Ivanhoe II, Inc. (99.99%), are dissolved. Immediately following these dissolutions, Park City Holding, Inc., wholly owned by GGP Ivanhoe II, Inc. is dissolved. As a result of these mergers and dissolutions, the ownership interests of Park City Center Business Trust (f/k/a Parcit-IIP Lancaster Venture) are now owned directly by GGP Ivanhoe II, Inc.

Parcity L.L.C. (DE) (Case No. 09-12487), an intermediate holding company, owned by Park City Holding, Inc. (.01%) and GGP Ivanhoe II, Inc. (99.99%), is dissolved. Parcity L.L.C. has one wholly owned subsidiary, Parcity Trust, which, prior to the dissolution, is eliminated pursuant to a merger with and into Parcity L.L.C. Simultaneously with this merger, PC Lancaster Trust is eliminated pursuant to a merger with and into its sole owner, PC Lancaster L.L.C. Immediately following this merger, PC Lancaster L.L.C., owned by Park City Holding, Inc. (.01%) and GGP Ivanhoe II, Inc. (99.99%), is dissolved. Prior to these mergers and dissolutions, Parcit-IIP Lancaster Venture, whose partners are Parcity Trust and PC Lancaster Trust, is converted to a Delaware business trust named Park City Center Business Trust. Immediately following the conversion, Lancaster Trust, the owner of the mall known as Park City Center, distributes all of its assets and liabilities to Park City Center Business Trust (f/k/a Parcit-IIP Lancaster Venture). As a result of such distribution, Lancaster Trust terminates. Following the conversion, distribution, termination, mergers and dissolutions, Park City Holding, Inc., wholly owned by GGP Ivanhoe II, Inc. is dissolved. As a result of the mergers and dissolutions, the ownership interests of Park City Center Business Trust (f/k/a Parcit-IIP Lancaster Venture) are now owned directly by GGP Ivanhoe II, Inc.

E-14 CORPORATE REORGANIZATION PROCESS

PC Lancaster L.L.C. (DE) (Case No. 09-12490), an intermediate holding company, owned by Park City Holding, Inc. (.01%) and GGP Ivanhoe II, Inc. (99.99%), is dissolved. PC Lancaster L.L.C. has one wholly owned subsidiary, PC Lancaster Trust, which, prior to the dissolution, is eliminated pursuant to a merger with and into PC Lancaster L.L.C. Simultaneously with this merger, Parcity Trust is eliminated pursuant to a merger with and into its sole owner, Parcity L.L.C. Immediately following this merger, Parcity L.L.C., owned by Park City Holding, Inc. (.01%) and GGP Ivanhoe II, Inc. (99.99%), is dissolved. Prior to these mergers and dissolutions, Parcit-IIP Lancaster Venture, whose partners are Parcity Trust and PC Lancaster Trust, is converted to a Delaware business trust named Park City Center Business Trust. Immediately following the conversion, Lancaster Trust, the owner of the mall known as Park City Center, distributes all of its assets and liabilities to Park City Center Business Trust (f/k/a Parcit-IIP Lancaster Venture). As a result of such distribution, Lancaster Trust terminates. Following the conversion, distribution, termination, mergers and dissolutions, Park City Holding, Inc., wholly owned by GGP Ivanhoe II, Inc. is dissolved. As a result of the mergers and dissolutions, the ownership interests of Park City Center Business Trust (f/k/a Parcit-IIP Lancaster Venture) are now owned directly by GGP Ivanhoe II, Inc.

Park City Holding, Inc. (DE) (Case No. 09-12489), an intermediate holding company, wholly owned by GGP Ivanhoe II, Inc., is dissolved. Park City Holding, Inc. owns 0.01% of the membership interests in both Parcity L.L.C. and PC Lancaster L.L.C. GGP Ivanhoe II, Inc. owns the remaining 99.99% of the memberships interests. Prior to this dissolution, Parcity L.L.C. and PC Lancaster L.L.C., are dissolved. Prior to these dissolutions, Parcity Trust is eliminated pursuant to a merger with and into its sole owner, Parcity L.L.C. Simultaneously with this merger, PC Lancaster Trust is eliminated pursuant to a merger with and into its sole owner, PC Lancaster L.L.C. Prior to these mergers and dissolutions, Parcit-IIP Lancaster Venture, whose partners are Parcity Trust and PC Lancaster Trust, is converted to a Delaware business trust named Park City Center Business Trust. Immediately following the conversion, Lancaster Trust, the owner of the mall known as Park City Center, distributes all of its assets and liabilities to Park City Center Business Trust (f/k/a Parcit-IIP Lancaster Venture). As a result of such distribution, Lancaster Trust terminates. As a result of the mergers and dissolutions, the ownership interests of Park City Center Business Trust (f/k/a Parcit-IIP Lancaster Venture) are now owned directly by GGP Ivanhoe II, Inc.

E-15 PARK CITY CENTER General Growth Properties, Inc. Corporate Restructure Process ~96% GP Outside Limited Partners GGP Limited ~4% LP Partnership

99% LP Rouse KEY: LLC Indicates Debtor not emerging from BK

Indicates entity/entities emerging from BK The 1% GP 120 Preferred Rouse Stockholders Company LP Indicates change of entity type GGP Holding, Inc. (REIT) Indicates transfer of Ownership Interests 99.9953082% Common &.480 preferred shares Indicates entity is eliminated 119 Preferred Stockholders GGP Holding II, Inc. Indicates Merger (REIT) .0046918% Common Non-related Entity GGP Ivanhoe II, Inc. (QRS)

Park City Holding, Inc. 99.99% 99.99% (QRS) PC Parcity .01% .01% Lancaster L.LC. L.LC.

PC Parcity Lancaster Trust Trust PARCIT- 50% GP 50% GP IIP Lancaster PARCIT-IIP Lancaster Venture Venture (IL) converts to Delaware business trust named Park City Center Business Trust. Trademark Holder & Park City Center Lancaster 100% ownership interest unless otherwise indicated (Lancaster, PA) Trust (IL) Lancaster Trust distributes all its assets and liabilities State of Formation for the Entities is Delaware unless otherwise indicated. to the newly converted Delaware business trust. E-16 PARK CITY CENTER General Growth Properties, Inc. Upon Emergence ~96% GP Outside Limited Partners GGP Limited ~4% LP Partnership

99% LP Rouse KEY: LLC Indicates Debtor not emerging from BK

Indicates entity/entities emerging from BK The 1% GP 120 Preferred Rouse Stockholders Company LP Indicates change of entity type GGP Holding, Inc. (REIT) Indicates transfer of Ownership Interests 99.9953082% Common &.480 preferred shares Indicates entity is eliminated 119 Preferred Stockholders GGP Holding II, Inc. Indicates Merger (REIT) .0046918% Common Non-related Entity

GGP Ivanhoe II, Inc. (QRS)

Park City Center Business Trust

Trademark Holder & Park City Center (Lancaster, PA)

100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. E-17 CORPORATE REORGANIZATION PROCESS

REGENCY SQUARE:

RS Properties Inc. (DE) [Case No. 09-12265], the owner of the mall known as Regency Square and wholly owned by Caledonian Holding Company, Inc., is converted to a Delaware limited liability company named Regency Square, LLC.

E-18 REGENCY SQUARE Corporate Restructure Process General Growth Properties, Inc.

~96% GP Outside Limited Partners

GGP ~4% LP KEY: Limited Indicates Debtor not emerging from BK Partnership Indicates entity/entities emerging from BK

Rouse 99% LP Indicates change of entity type LLC

Indicates transfer of Ownership Interests 1% GP Indicates entity is eliminated The Rouse Company LP Indicates Merger

99.9953082% Common &.480 preferred shares Non-related Entity 120 Preferred Stockholders GGP Holding, Inc. (REIT)

119 Preferred Stockholders GGP Holding II, Inc. .0046918% (REIT) Common

Caledonian Holding Company, Inc. (QRS)

RS Properties RS Properties, Inc. converts to Delaware Inc. limited liability company (QRS) named Regency Square, LLC Regency Square Mall (Jacksonville, FL)

100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. E-19 REGENCY SQUARE Upon Emergence General Growth Properties, Inc.

~96% GP Outside Limited Partners

GGP ~4% LP KEY: Limited Indicates Debtor not emerging from BK Partnership Indicates entity/entities emerging from BK

Rouse 99% LP Indicates change of entity type LLC

Indicates transfer of Ownership Interests 1% GP Indicates entity is eliminated The Rouse Company LP Indicates Merger

99.9953082% Common &.480 preferred shares Non-related Entity 120 Preferred Stockholders GGP Holding, Inc. (REIT)

119 Preferred Stockholders GGP Holding II, Inc. .0046918% (REIT) Common

Caledonian Holding Company, Inc. (QRS)

Regency Square, LLC

Regency Square Mall (Jacksonville, FL) 100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. E-20 CORPORATE REORGANIZATION PROCESS

STATEN ISLAND MALL:

Rouse SI Shopping Center, LLC (MD) [Case No. 09-12023], the owner of the mall known as Staten Island Mall and wholly owned by Howard Hughes Properties, Limited Partnership, is converted to a Delaware limited liability company named Staten Island Mall, LLC.

E-21 STATEN ISLAND MALL Corporate Restructure Process General Growth Properties, Inc. ~96 % GP Outside Limited Partners GGP ~4 % LPs Limited Partnership 99% LP KEY: 99% LP Indicates Debtor not emerging from BK Rouse LLC Indicates entity/entities emerging from BK

1% GP The Indicates change of entity type Rouse Company LP Indicates transfer of Ownership Interests

Indicates entity is eliminated The 100% .99999% GP Rouse Company Indicates Merger The Hughes BT, LLC (MD) Non-related Entity Corporation (TRS 2) The 99.00001% LP Rouse Company Operating 100% Partnership LP

The Howard Hughes Corporation 94.423% LP 5.577% GP

Howard Hughes Properties, Limited Partnership

Rouse SI Shopping Center, LLC converts Rouse to a Delaware limited liability company SI Shopping named Staten Island Mall, LLC Center, LLC (MD) Staten Island Mall 100% ownership interest unless otherwise indicated (Staten Island, NY) State of Formation for the Entities is Delaware unless otherwise indicated. E-22 STATEN ISLAND MALL Upon Emergence General Growth Properties, Inc.

~96 % GP Outside Limited Partners GGP ~4 % LPs Limited Partnership 99% LP KEY: 99% LP Indicates Debtor not emerging from BK Rouse LLC Indicates entity/entities emerging from BK

1% GP The Indicates change of entity type Rouse Company LP Indicates transfer of Ownership Interests

Indicates entity is eliminated The 100% .99999% GP Rouse Company Indicates Merger The Hughes BT, LLC (MD) Non-related Entity Corporation (TRS 2) The Rouse 99.00001% LP Company Operating 100% Partnership LP

The Howard Hughes Corporation 94.423% LP

5.577% Howard GP Hughes Properties, Limited Partnership

Staten Island Mall, LLC

Staten Island Mall 100% ownership interest unless otherwise indicated (Staten Island, NY) State of Formation for the Entities is Delaware unless otherwise indicated. E-23 CORPORATE REORGANIZATION PROCESS

STONESTOWN:

Stonestown Shopping Center, L.P. (DE) [Case No. 09-12283], is the owner of the mall known as Stonestown, whose partners are Stonestown Shopping Center L.L.C. (0.5% GP) and Stonestown Shopping Center Holding L.L.C. (99.5% LP). There are no changes to this entity’s ownership structure.

Stonestown Shopping Center L.L.C. (DE) [Case No. 09-12282], is the general partner (0.5%) of Stonestown Shopping Center, L.P., the owner of the mall known as Stonestown, and is wholly owned by Stonestown Shopping Center Holding L.L.C. There are no changes to this entity’s ownership structure.

Stonestown Shopping Center Holding L.L.C. (DE) [Case No. 09-12479], is the limited partner (99.5%) of Stonestown Shopping Center, L.P., the owner of the mall known as Stonestown, and is wholly owned by GGPLP L.L.C. Stonestown Shopping Center Holding L.L.C. is also the sole member of Stonestown Shopping Center L.L.C. There are no changes to this entity’s ownership structure.

E-24 STONESTOWN General Growth Properties, Inc. No Structure Changes Upon Emergence ~96% GP Outside Limited Partners GGP Limited ~4% LP

Remaining interests held Partnership through GGP Holding II, Inc. ~ 90.7% Common KEY: Managing Member Indicates Debtor not emerging from BK Outside preferred ~ 9.3% common interests Indicates entity/entities emerging from BK GGPLP Indicates change of entity type L.L.C.

Indicates transfer of Ownership Interests 100% Indicates entity is eliminated

Indicates Merger

Non-related Entity Stonestown Shopping Center Holding L.L.C.

100% 99.5%LP

Stonestown Shopping Center L.L.C

.5%GP

Stonestown Shopping Center, L.P.

Stonestown (San Francisco, CA)

100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. E-25 CORPORATE REORGANIZATION PROCESS

TUCSON MALL:

GGP-Tucson Mall L.L.C. (DE) (Case No. 09-12155), is the owner of a leasehold interest in the mall known as Tucson Mall and is wholly owned by GGP Limited Partnership. There are no changes to this entity’s ownership structure.

Tucson Anchor Acquisition, LLC (DE) (Case No. 09-11976), is the owner of the former Macy’s parcel at the mall known as Tucson Mall and is wholly owned by GGP Limited Partnership. There are no changes to this entity’s ownership structure.

E-26 TUCSON MALL No Structure Changes Upon Emergence

General Growth Properties, Inc.

~96% GP

KEY: Outside Limited Partners Indicates Debtor not emerging from BK GGP Indicates entity/entities emerging from BK Limited ~4% LP Partnership Indicates change of entity type

Indicates transfer of Ownership Interests

Indicates entity is eliminated

Indicates Merger

Non-related Entity

GGP- GGP- Tucson Tucson Land Tucson Mall Anchor L.L.C. L.L.C. Acquisition, LLC

4848 Oracle Road & Ground Lessee at Tucson Mall Macy’s at Tucson Mall Entertainment Pavilion (4646 Oracle Rd) (Tucson, AZ) (Tucson, AZ) adjacent to Tucson Mall (Tucson, AZ)

100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. E-27 CORPORATE REORGANIZATION PROCESS

VALLEY PLAZA MALL:

Bakersfield Mall LLC (DE) [Case No. 09-12062], the owner of Valley Plaza Mall whose members are Bakersfield Mall, Inc. (0.5%) and GGPLP L.L.C. (99.5%) is converted to a Delaware limited partnership named Valley Plaza Mall, LP. Immediately following the conversion, Bakersfield Mall, Inc. is converted to a Delaware limited liability company named Valley Plaza GP, LLC. As a result of these conversions, the ownership interests of Valley Plaza Mall, LP (f/k/a Bakersfield Mall LLC) are now owned by Valley Plaza GP, LLC (f/k/a Bakersfield Mall, Inc.) (0.5%GP) and GGPLP L.L.C. (99.5% LP). Bakersfield Mall, Inc. (DE) [Case No. 09-12061], a holding company wholly owned by Caledonian Holding Company, Inc. is converted to a Delaware limited liability company named Valley Plaza GP, LLC. Bakersfield Mall, Inc. owns 0.5% of the membership interests in Bakersfield Mall LLC. Prior to the conversion, Bakersfield Mall LLC, the owner of Valley Plaza Mall, is converted to a Delaware limited partnership named Valley Plaza Mall, LP. Caledonian Holding Company, Inc. is the sole owner RASCAP Realty, Ltd. Following the conversions, RASCAP Realty, Ltd. is converted to a Delaware limited partnership named Valley Plaza Land, LP. Concurrently with this conversion, Caledonian Holding Company, Inc. contributes 0.5% of the general partnership interests in the newly converted Valley Plaza Land, LP to Valley Plaza GP, LLC (f/k/a Bakersfield Mall, Inc.). As a result of these conversions and the contribution, Valley Plaza GP, LLC (f/k/a Bakersfield Mall, Inc.) is now the general partner (0.5%) of Valley Plaza Mall, LP (f/k/a Bakersfield Mall LLC) and Valley Plaza Land, LP (f/k/a RASCAP Realty, Ltd.). RASCAP Realty, Ltd. (NY) [Case No. 09-11967], the owner of peripheral land at the mall know as Valley Plaza Mall and wholly owned by Caledonian Holding Company, Inc., is converted to a Delaware limited partnership named Valley Plaza Land, LP. Concurrently with the conversion, Caledonian Holding Company, Inc. contributes 0.5% of the general partnership interests in the newly converted Valley Plaza Land, LP (f/k/a RASCAP Realty, Ltd.) to Valley Plaza GP, LLC (f/k/a Bakersfield Mall, Inc.). As a result of the conversion and contribution, Valley Plaza Land, LP’s (f/k/a RASCAP Realty, Ltd.) ownership interests are now held by Valley Plaza GP, LLC (f/k/a Bakersfield Mall, Inc.) (0.5%GP) and Caledonian Holding Company, Inc. (99.5% LP).

E-28 VALLEY PLAZA MALL General Growth Properties, Inc. Corporate Restructure Process ~96% GP Outside Limited Partners

GGP ~4% LP Limited Rouse LLC Partnership KEY: 99% LP Indicates Debtor not emerging from BK 1% GP 99.8% General Growth Indicates entity/entities emerging from BK The Management Indicates change of entity type Rouse Inc. Company LP .0046918% ~ 90.7% Common 120 Preferred Indicates transfer of Ownership Interests Managing Member 100% Stockholders Indicates entity is eliminated GGP Holding, Inc. Indicates Merger 119 Preferred 99.9953082% Common &.480 preferred shares Stockholders Non-related Entity GGP Holding II, Inc. Outside preferred Remaining interests held through GGP Holding II, Inc. interests

Caledonian ~ 9.3% common GGPLP Holding L.L.C. Company, Inc. (QRS)

100% Valley RASCAP Realty, Ltd. converts to Delaware Bakersfield limited partnership named Valley Plaza Land, LP Mall, Inc. Plaza Anchor Acquisition, LLC (QRS) RASCAP 99.5% Federated Department Store 0.5% Valley Plaza Realty, Ltd. (NY) Bakersfield Mall, Inc. converts to (Bakersfield, CA) (QRS) Delaware limited liability company named Valley Plaza GP, LLC Valley Plaza Peripheral Land (Bakersfield, CA) Bakersfield Bakersfield Mall LLC converts to Mall LLC Delaware limited partnership named Valley Plaza Mall, LP Valley Plaza 100% ownership interest unless otherwise indicated (Bakersfield, CA) State of Formation for the Entities is Delaware unless otherwise indicated. E-29 VALLEY PLAZA MALL General Growth Properties, Inc. Upon Emergence ~96% GP Outside Limited Partners

GGP ~4% LP Limited Rouse LLC Partnership KEY: 99% LP Indicates Debtor not emerging from BK 1% GP 99.8% General Growth Indicates entity/entities emerging from BK The Management Indicates change of entity type Rouse Inc. Company LP .0046918% ~ 90.7% Common 120 Preferred Indicates transfer of Ownership Interests Managing Member 100% Stockholders Indicates entity is eliminated GGP Holding, Inc. Indicates Merger 119 Preferred 99.9953082% Common &.480 preferred shares Stockholders Non-related Entity GGP Holding II, Inc. Outside preferred Remaining interests held through GGP Holding II, Inc. interests

Caledonian Holding ~ 9.3% common GGPLP Company, Inc. (QRS) L.L.C.

Valley Plaza Anchor Valley Plaza Acquisition, LLC GP, LLC Federated Department Store 0.5% GP Valley Plaza 99.5% LP (Bakersfield, CA) Valley 0.5% GP 99.5% LP Plaza Valley Plaza Land, LP Mall, LP Valley Plaza Peripheral Land Valley Plaza Mall (Bakersfield, CA) 100% ownership interest unless otherwise indicated (Bakersfield, CA) State of Formation for the Entities is Delaware unless otherwise indicated. E-30 CORPORATE REORGANIZATION PROCESS

VISALIA MALL:

Visalia Mall, L.P. (DE) (Case No. 09-12309), is the owner of the mall known as Visalia Mall whose partners are Visalia Mall L.L.C. (0.5% GP) and Price Development Company, Limited Partnership (99.5% LP). There are no changes to this entity’s ownership structure.

Visalia Mall L.L.C. (DE) (Case No. 09-12307), is the general partner (0.5%) of Visalia Mall, L.P., the owner of the mall known as Visalia Mall, and is wholly owned by Price Development Company, Limited Partnership. There are no changes to this entity’s ownership structure.

E-31 VISALIA MALL General Growth Properties, Inc. No Structure Changes Upon Emergence ~96% GP Outside Limited Partners GGP ~4% LP Limited Partnership

KEY: ~ 90.7% Common Outside preferred Indicates Debtor not emerging from BK Remaining interests held Managing Member through GGP Holding II, Inc. interests Indicates entity/entities emerging from BK ~ 9.3% common GGPLP Indicates change of entity type L.L.C.

Indicates transfer of Ownership Interests

Indicates entity is eliminated 100% 18.05774% LP Indicates Merger GGP Non-related Entity Acquisition, L.L.C.

81.94226% GP Price Development Company, Limited Partnership (MD)

100% 99.5%LP

Visalia Mall L.L.C.

0.5%GP

Visalia Mall, L.P.

Visalia Mall 100% ownership interest unless otherwise indicated (Visalia, CA) State of Formation for the Entities is Delaware unless otherwise indicated. E-32 CORPORATE REORGANIZATION PROCESS

WASHINGTON PARK MALL:

Ho Retail Properties II Limited Partnership (IL) [Case No. 09-12165], the owner of the mall known as Washington Park Mall, whose partners are GGP General II Inc. (GP 1%) and GGP/Homart, Inc. (LP 99%), is converted to a Delaware limited liability company named Washington Park Mall, LLC. Immediately following the conversion GGP General II, Inc., which is wholly owned by GGP/Homart, Inc., is dissolved. As a result of this dissolution, the newly converted Washington Park Mall, LLC’s (f/k/a Ho Retail Properties II Limited Partnership) ownership interests are now owned GGP/Homart, Inc.

GGP General II, Inc. (DE) [Case No. 09-12122], general partner (1%) of Ho Retail Properties II Limited Partnership and wholly owned by GGP/Homart, Inc., is dissolved. Immediately prior to the dissolution Ho Retail Properties II Limited Partnership, the owner of the mall known as Washington Park Mall, is converted to a Delaware limited liability company named Washington Park Mall, LLC. As a result of the dissolution, the newly converted Washington Park Mall, LLC’s (f/k/a Ho Retail Properties II Limited Partnership) ownership interests are now owned GGP/Homart, Inc.

E-33 WASHINGTON PARK MALL Corporate Restructure Process

General Growth Properties, Inc.

~96% GP Outside Limited Partners KEY: Indicates Debtor not emerging from BK GGP ~4% LP Indicates entity/entities emerging from BK Limited Partnership

Indicates change of entity type

Indicates transfer of Ownership Interests 100% Common Indicates entity is eliminated

116 Preferred Indicates Merger GGP/ Stockholders Non-related Entity Homart, Inc. (REIT)

100%

GGP General II, Inc. (QRS) 99%LP

1%GP

Ho Retail Properties II Limited Partnership Ho converts to Delaware limited liability company Retail named Washington Park Mall, LLC Properties II Limited Partnership (IL). Washington Park Mall +3 parcels of peripheral land (Bartlesville, OK) 100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. E-34 WASHINGTON PARK MALL Upon Emergence

General Growth Properties, Inc.

~96% GP Outside Limited Partners KEY: Indicates Debtor not emerging from BK GGP ~4% LP Indicates entity/entities emerging from BK Limited Partnership

Indicates change of entity type

Indicates transfer of Ownership Interests 100% Common Indicates entity is eliminated

116 Preferred Indicates Merger GGP/ Stockholders Non-related Entity Homart, Inc. (REIT)

100%

Washington Park Mall, LLC

Washington Park Mall +3 parcels of peripheral land (Bartlesville, OK)

100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. E-35