About Potomac Yard

Potomac Yard has served as an important crossroads of activity since its founding in 1834. Originally owned and operated by the Richmond, Fredericksburg & Potomac Railroad Corporation(known more commonly as RF&P Corporation), the Yard served as a major north-south East Coast rail artery. During its peak in the 1940s, it is estimated that the Yard employed more than 2,000 workers and that more than 1,000 rail cars passed through the site each day.

In 1992, rail operations on the Yard ceased, and the Virginia Retirement System subsequently acquired a majority ownership in the property.

A fund managed by the New York investment bank Lazard Fréres purchased RF&P (including Potomac Yard) in 1996, and changed the company’s name to Commonwealth Atlantic Properties Inc. (CAP).

CAP, working with leading design experts and the local municipalities, developed design plans for the Arlington and Alexandria portions of Potomac Yard. Participants in the process included the National Parks Service, Alexandria Planning Commission and City Council, Arlington Planning Commission and County Board, community interests, including neighborhood civic associations and community interest groups, the U.S. Environmental Protection Agency, state and local environmental bodies, and the Metropolitan Washington Airports Authority, among others.

CAP hosted and participated in hundreds of community meetings and presentations over a 3-year period and received unanimous approval of the Potomac Yard development plans from Alexandria in September 1999 and Arlington in October 2000.

The plan for the Alexandria portion of the site is highlighted by a new Town Center. The plan calls for 1.9 million square feet of office space, a 625-room hotel, 135,000 square feet of neighborhood retail, and approximately 1,900 residential units.

The plans for the Arlington site include 2.8 million square feet of office space,

a 625-room hotel, approximately 100,000 square feet of neighborhood retail, and approximately 800 residential units. The plan is based on a 1993 agreement between CAP and the County that provides for the transfer of development rights from the portion of Potomac Yard located north of Crystal City to the property located south of Crystal City. In turn, approximately 25 acres north of Crystal City will be contributed to the County for use as a public park.

The approved plans provide for the creation of high-quality mixed-use communities of townhouses, apartments, hotels, retail stores, offices and substantial active and passive open space. Residents and visitors will enjoy pedestrian-friendly neighborhoods, parks and playfields, and a transit-oriented transportation system. Net fiscal benefits to the Arlington and Alexandria communities over a 20-year period are projected to exceed $500 million.

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About Potomac Yard

In March 2001, real estate company Crescent Resources, LLC, a business unit of Duke Energy, purchased the Arlington and Alexandria portions of Potomac Yard from CAP, with the exception of the 600,000 square-foot Potomac Yard Retail Center. Following a review period, Crescent will move forward to implement the approved plans for the property.

For more information on the Potomac Yard Retail Center, the planning of Potomac Yard, or to request related materials, please contact:

Rick Gilchrist

Commonwealth Atlantic Properties Inc.

66b Three Lafayette Center

1155 21st Street, NW, Suite 202

Washington, D.C. 20036

(202) 776-9090

For information about development activities in the Arlington or Alexandria portions of Potomac Yard, please contact:

Dan Kohlhepp

Crescent Resources, LLC

2 Pidgeon Hill Drive, Suite 340

Sterling, Va. 20165

(703) 444-0974

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