FOR INTERNAL USE ONLY
PaineWebber
Properties Incorporated
265 Franklin Street - 16th Floor
Boston, MA  02110
(617) 439-8118
                                                               PaineWebber
TO:         Branch Managers and Investment Executives

FROM:       PaineWebber Properties

DATE:       August 22, 1996

RE:         Retail Property Investors, Inc. ("RPI" or the "Company")
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As announced on May 21, 1996, Retail Property Investors, Inc. has entered into a
contract to sell  substantially  all of its real estate  assets (the 22 shopping
centers)  to  Glimcher   Realty  Trust  for  an  aggregate   purchase  price  of
$197,000,000.  The  following  questions and answers are intended to assist you.
PaineWebber  Investment  Executives may solicit  proxies from the  Shareholders.
Please refer to the enclosed sample proxy  materials for details  concerning the
proposed transaction (the "Transaction".)

1. Q  When are proxy materials being mailed to clients?

   A Proxy  materials will be mailed Friday,  August 23, 1996 to Shareholders of
   record on August 21,  1996.  Shareholders  holding  2,000 or more shares will
   receive proxy materials by FedEx for delivery Monday, August 26.

2. Q  What are the proposals contained in the proxy statement?

   A Shareholders will be asked to consider and to vote to approve and adopt the
   Transaction,  consisting of the sale of RPI's portfolio of 22 retail shopping
   centers  to  Glimcher  Realty  Trust  for  an  aggregate  purchase  price  of
   $197,000,000,  and the complete and voluntary  liquidation and dissolution of
   the Company,  in  accordance  with the terms of the Plan of  Liquidation  and
   Dissolution of the Company (the "Plan".)  Shareholders  will also be asked to
   extend their  approval of proxies to vote upon other  matters  which may come
   before the Special Meeting of Shareholders.

3. Q  Assuming   Shareholder  approval  of  the  Transaction,  how  much  would 
    RPI distribute to its Shareholders?

   A RPI's  Board of  Directors  anticipates  the  Company  will  liquidate  any
   remaining  assets and will distribute to its Shareholders an estimated amount
   of  $42,585,000  in the aggregate or  approximately  $8.50 per share.  Such a
   distribution to Shareholders  represents the distribution of the net proceeds
   of the sale of the  Company's  assets to  Glimcher  (the  "Sale")  and of any
   disposition  of any  remaining  assets of the Company plus  accumulated  cash
   reserves,  together with any interest thereon.  It should be noted,  however,
   that  these  are  estimates   and   represent   the   estimated   liquidating
   distributions  as of the  date  of the  proxy  materials  and  that,  pending
   completion of the Transaction, such values could change.

4. Q  How much have  Shareholders  received in  distributions  over the life of
   the investment?

   A  Earliest  Shareholders  have  received  a total  of  $6.56  per  share  in
   distributions.

5. Q  Assuming Shareholder approval of the Transaction, when would RPI 
   distribute proceeds from the Transaction?

   A RPI's Board of Directors  anticipates that by December 31, 1996 the Company
   will  liquidate any remaining  assets,  pay or provide for the payment of all
   remaining  liabilities  and  distribute  net  proceeds of the Sale and of any
   disposition  of any  remaining  assets of the Company plus  accumulated  cash
   reserves, together with any interest thereon, to the Shareholders.

6. Q What will  happen  in the event it is not  possible  or  practical  for the
   Company  to  complete  final   liquidating   distributions  of  cash  to  the
   Shareholders by December 31, 1996?

   A In the event it is not  possible or  practical  for the Company to complete
   final  liquidating  distributions of cash to the Shareholders by December 31,
   1996,  the  Shareholders  will  also  receive   beneficial   interests  in  a
   liquidating trust,  established to liquidate  remaining assets and satisfy or
   provide for remaining claims,  in proportion to their respective  holdings of
   the outstanding shares of common stock of the Company.

7. Q  When would RPI formally liquidate?

   A The Board  anticipates  that RPI will liquidate  after final  distributions
   have been made.  Providing the Transaction goes forward as planned, RPI could
   liquidate by December 31, 1996. In the event a liquidating  trust is created,
   the Board of  Directors  anticipates  making,  by December  31,  1996,  (i) a
   partial  distribution of cash to the Shareholders  representing a substantial
   portion of the total  anticipated  distributions  and (ii) a distribution  of
   beneficial  interests in the liquidating trust  representing the remainder of
   the net assets of the  Company.  By its  terms,  the  liquidating  trust will
   expire no later than the third anniversary of its creation.

8. Q  What course of action should I recommend to clients?

   A The Board believes that the Transaction is fair to and in the best interest
   of the Company and its Shareholders.  The Board has unanimously  approved the
   Transaction and unanimously  recommends  that the  Shareholders  vote FOR the
   Transaction.

9. Q  Why should clients vote "For" the proposed transaction?

   A The primary factors that the Board  considered in reaching its decision for
   this proposed transaction can be found listed in brief in the Summary section
   of the proxy statement and include:

   o  the Board's belief that ownership of the existing portfolio  represented a
      continued   risk  to   Shareholders,   given  the   historical   financial
      performance, condition and business operations of the Company.

   o  the Board's belief that the possible Wal-Mart  relocations  resulting from
      strategic  changes in Wal-Mart's  corporate  growth plans  threatened  the
      future ability of the Company to be profitable.

   o  the  refinancing  risk to which  the  Company  has been and  would  remain
      subject  in the  event  that it  continued  to  hold  its  properties  for
      long-term investment purposes.

   o  the  information  relating  to  current  industry,   economic  and  market
      conditions in general, the challenging  condition of the retail market, in
      general,  and the Company's credit exposure to its retailing  tenants,  in
      particular.

   o  the  Board's  belief that there  appeared  to be no feasible  alternatives
      available to the Company  that were as likely in the  near-term to provide
      significant market value appreciation.

   o  the  Board's  belief,  based in part on the  formal  bidding  process  and
      analyses  conducted  by Lehman  Brothers  Inc.,  the  Company's  financial
      advisor, that the Sale to Glimcher was the best offer reasonably available
      for the Shareholders.

   o  the  likelihood  that the  undiversified  portfolio  of the Company  would
      command  a  higher  aggregate  price  if sold in  bulk  rather  than on an
      individual basis.

   o  the terms of the Plan,  the Sale  Agreement and the structure of the Sale,
      including its fixed price and the closing of the Sale into escrow.

   o  the opinion of Lehman  Brothers,  Inc.  to the effect that the  
      consideration to be  received  by the  Company in the Sale was fair to
       the  Company  from a financial point of view.

10.   Q     What  potentially  negative  factors  surrounding the Transaction 
      were considered by the Board?

   A  The  Board  considered  several   potentially   negative  factors  in  its
      deliberation  concerning  the approval of the  Transaction  which are more
      fully described in the proxy statement and include:

   o  the  reduction  in  the  initial   purchase  price from $203,000,000   to
      $197,000,000;

   o  the conditions to Glimcher's obligations to close;

   o  the use of letters of credit for the  initial deposit and escrowed portion
      of the purchase price;

   o  restrictions under the Sale Agreement on solicitation of other proposals;

   o  the  possibility  the Company might be required to pay Glimcher a 
      termination fee of $4,000,000 in certain circumstances;

   o  the risk that the anticipated benefits of the Sale to the Shareholders may
      not be realized as a result of the uncertainty of the amount and timing of
      actual final liquidating distributions;

   o  the possibility the Company may seek to reduce its reporting  obligations;
      and

   o  the potential  liability of Shareholders to return  distributions  made to
      them under  certain  circumstances  in the event that the Company would be
      insolvent after any such distribution.

The Board concluded that these negative  factors were not sufficient to outweigh
the positive factors considered by the Board and listed in part above.

11.   Q     What reasons may prevent the proposed transaction from occurring?

   A Approval of the Transaction  requires a two-thirds  affirmative vote of all
   outstanding  shares.  Both the Company and Glimcher have a right to terminate
   the Sale Agreement if no vote of RPI  Shareholders  has occurred on or before
   October 31,  1996,  or if any United  States or federal or state court or any
   other governmental entity issues a final and non-appealable  order, decree or
   ruling or takes any other  final and  non-appealable  action  restraining  or
   prohibiting  consummation  of the  Transaction.  The Sale  Agreement may also
   terminate by mutual agreement or in the event of bankruptcy,  receivership or
   other similar event of the Company or of Glimcher.

12.   Q     Assuming the Transaction is not approved by Shareholders, or does
    not close for other reasons, what strategy will RPI take next?

   A In the event that the Transaction is not  consummated  for any reason,  the
   Company  intends to continue to pursue its business  objectives of maximizing
   shareholder  value.  In  addition,  the  Company may seek  another  strategic
   combination  or a sale, in one  transaction or a series of  transactions,  of
   substantially  all of its assets;  however,  the Board  believes there are no
   feasible  alternatives  to the Sale  available  to the Company at the present
   time that are likely to result in greater shareholder value.

13.   Q     Is it anticipated  that a quarterly  dividend will be reinstated in
   the near future?

   A No. If the  transaction  is not  approved  by more than  two-thirds  of all
   outstanding  shares,  the Board does not anticipate  that the Company will be
   able to  reinstate  the  regularly  payment  of  quarterly  dividends  in the
   foreseeable future.

14.   Q     When  will  the  PaineWebber  Secondary  Sales  Desk  re-open  for
   RPI secondary market trading?

   A  Trading  will  resume  Tuesday,  September  3,  1996,  to  allow  for  the
   dissemination of proxy materials to Shareholders.

15.   Q    How will the final distribution and liquidation of RPI be affected by
   the PaineWebber Direct Investments Class Action suit?

   A The final  distribution  and  liquidation of RPI,  including the amount and
   timing of liquidating distributions to Shareholders,  will not be affected by
   the PaineWebber  Direct  Investments  Class Action suit. The Company is not a
   defendant in the Class Action.  PaineWebber  has waived any right it may have
   to indemnification by the Company in connection with the Class Action and any
   other  action  or class  action  that has been  asserted  by or on  behalf of
   purchasers of securities  offered by the Company relating to conduct prior to
   April 1, 1996. As a result,  the Company will not be making any cash payments
   or other contributions to fund the settlement of the Class Action.

16.Q Assuming an  affirmative  vote and  liquidation by the end of calendar year
   1996,  will  Shareholders be able to take a loss on their 1996 tax returns or
   will they need to report any gains?

   A  The  Company  believes  that  liquidating  distributions  to  Shareholders
   pursuant to the Plan will be treated as distributions in complete liquidation
   of the Company; that is, they will not be treated as dividends, but rather as
   if each Shareholder had sold his or her shares of Common Stock.  Gain or loss
   recognized by a Shareholder will be capital gain or loss, provided the shares
   of Common Stock are held by the Shareholder as capital assets. Any losses may
   be  recognized  by a  Shareholder  only after the  Company has made its final
   liquidating   distribution   or  after  the  last   substantial   liquidating
   distribution  is  determinable  with  reasonable  certainty.  However,  it is
   possible  that  pending  litigation,  to which the Company is not a party but
   with respect to which the Shareholders are potential beneficiaries, may delay
   the recognition of any losses.  The Company  estimates that Shareholders will
   recognize a loss with respect to their shares of Common  Stock,  exclusive of
   any recovery through the pending  litigation,  in the range of $5.89 to $6.73
   per share.

17.   Q     Where can I refer clients who have further questions?

   A  Questions  concerning  the  proposed  Transaction  should be  directed  to
   PaineWebber Properties at (800) 225-1174. In addition, D. F. King & Co., Inc.
   is assisting the Company in obtaining the  Shareholder  vote. If your clients
   need  assistance in voting their shares,  they may also contact D. F. King at
   (800) 290-6431.

18.   Q    Where  can  I  call  with  questions  about RPI  and  this  proposed
   Transaction?

   A Meg Fitts of  PaineWebber  Properties  has scheduled two broker  conference
   calls for Wednesday, September 4:

o  The first call will be at 10:00 am Eastern time.  The tie number is (719)
   448-2018, confirmation 268604.
o  The second call will be at 4:15 pm Eastern time.  The tie number is (719)
   448-2018, confirmation 268610.

   Additional  questions  may be addressed to  PaineWebber  Properties  at (800)
   225-1174.