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The Shops at Norterra Will Bring Lifestyle Retailing to North Phoenix

May 25, 2005 - Phoenix, AZ

Joint Venture Project Between RED Development and USAA Real Estate Co.

RED Development, LLC and USAA Real Estate Company have entered into a joint venture to develop and build The Shops at Norterra, a regional lifestyle center in north Phoenix, Ariz. The 325,000-square-foot retail project is located at the northeast corner of Interstate 17 and Happy Valley Road, adjacent to the USAA Phoenix campus.

The Shops at Norterra, set on 38 acres, will create a Village-like atmosphere with abundant pedestrian walkways. Proposed tenants at the lifestyle center include a movie theater, specialty grocer, home furnishings and domestic products, an electronics store, a bookstore and fashion retailers. These retail-types will be supported by additional tenants including restaurants, junior anchors, specialty and "lifestyle" tenants, and traditional service providers

"We are very excited to have one of the nation's leading developers of lifestyle centers as our partner," said Edward B. Kelley, President and CEO of USAA Real Estate Company. "RED's track record in the industry and its growing presence in the Valley makes this a very attractive and effective partnership."

RED Development, co-headquartered in Scottsdale, Ariz., and Kansas City, Mo., has more than 25 retail centers open, in development or under construction around the country totaling more than 12 million square feet, but has only recently re-entered the Phoenix market. In addition to the Shops at Norterra, RED Development is involved with three retail projects totaling more than 600,000 square feet at Fulton Ranch in Chandler, Ariz., and is partnering with Westcor on Prasada in Surprise, Ariz.

According to Mike Ebert, one of RED's four original partners, The Shops at Norterra provides an excellent opportunity in the rapidly growing Black Canyon Corridor along I-17. "North Phoenix is one the fastest growing areas in the Valley, yet underserved in terms of shopping, dining and entertainment options," he said. "With the growing population, The Shops at Norterra will be able to attract a diverse customer base."

Construction on the project is slated to begin in early 2006 with a projected opening first quarter 2007. Leasing on the project will be handled by RED Development and its sister company, RED Realty Advisors, LLC, led by Mike Polachek. Retail design is being handled by Butler Design Group of Phoenix.

About RED Development, LLC

RED Development, formed in 1995, develops, leases, manages and owns shopping centers in rapidly growing communities throughout the Midwest and Southwest. The company primarily focuses on open-air, regional shopping centers, known as Lifestyle Centers. Additionally, the company has experience in the development of power and community centers. RED has more than 20 centers open, in development, or under construction, totaling more than 12 million square feet. Within the industry, RED has earned a reputation for delivering as promised and creating strong relationships with its tenants, communities and business partners. RED has more than 100 employees and is co-headquartered in Scottsdale, Ariz., and Kansas City, Mo. To learn more about how RED is "REDefining" retail development, visit ww.reddevelopment.com.

About USAA Real Estate Company

USAA Real Estate Co. has more than $3.5 billion of assets under management and provides acquisition, build-to-suit and development services for corporate and institutional investors. The USAA portfolio consists of office, industrial and hotel properties as well as investments in real estate operating companies. USAA Real Estate is a subsidiary of USAA, which has been serving military families since 1922 and has become one of America's leading financial services companies. The association, well known for its exceptional service, offers its 5.4 million members a comprehensive range of insurance, banking and investment products and services designed to help them meet their financial needs. Headquartered in San Antonio, Texas, with offices throughout the United States and Europe, USAA owns or manages assets of more than $83 billion.