November 15, 2006



PERSONAL AND CONFIDENTIAL
-------------------------

Mr. Peter Quick
Lead Director, Independent Committee
Board of Directors
Reckson Associates Realty Corp.
625 Reckson Plaza
Uniondale, NY 11556


Dear Mr. Quick:

     On behalf of Rome Acquisition Limited Partnership  ("Rome"),  a partnership
formed between WH Rome  Acquisition LP, Harry Macklowe and William S. Macklowe's
privately  owned entity,  and Meadow Star LLC, Carl C. Icahn's  privately  owned
entity, we are pleased to submit this proposal to acquire all of the outstanding
shares  and units of Reckson  Associates  Realty  Corp.  and  Reckson  Operating
Partnership,  L.P. (together,  "Reckson") in a transaction that provides Reckson
shareholders  and  unitholders  with  value  that  is  superior  to the  pending
transaction  with SL Green Realty Corp. ("SL Green"),  Marathon Asset Management
and certain  members of Reckson  management.  Each of us is a logical  buyer for
Reckson and together, our financial resources and our significant experience and
presence in the New York City and surrounding area real estate markets make us a
highly qualified buyer.

     Macklowe  Properties,  another privately owned entity of Harry Macklowe and
William  S.  Macklowe  ("Macklowe"),  has been an  active  developer,  acquirer,
redeveloper,  owner  and  manager  of a diverse  array of  premium  real  estate
investments for over 40 years. In the aggregate,  Macklowe has developed over 10
million square feet located in nearly every commercial and residential submarket
of Manhattan.  Macklowe  currently  owns several  million  square feet of office
space,  including the General  Motors  Building at 767 Fifth  Avenue,  which was
acquired in 2003 and at the time represented the largest ever  single-asset real
estate  transaction  in the United  States.  Macklowe's  track record of closing
transactions  and  completing  projects  profitably has made it a well-known and
respected partner for institutions,  insurance companies, commercial lenders and
private equity.

     Mr.  Icahn is an  accomplished  value-oriented  activist  investor who owns
controlling  interests in businesses in a variety of industries,  including real
estate,   gaming,   oil   and  gas   exploration   and   production,   textiles,
telecommunications,  railcar  manufacturing  and leasing and  automotive  parts,
among others,  through public  companies such as American Real Estate  Partners,
L.P. (NYSE: ACP, with an equity market value of approximately $4.2 billion),  XO
Holdings,  Inc. and American Railcar Industries,  Inc., and through a variety of
privately  held  companies.  In addition,  Mr.  Icahn  manages a hedge fund with
approximately $4 billion in assets.

     Rome is proposing to acquire all of the  outstanding  shares (and units) of
Reckson  through a transaction in which  shareholders  (and  unitholders)  would
receive  $49.00 per share (or unit) in cash. No closing  conditions,  other than
those that would be required for the SL Green transaction, would be necessary to
consummate our proposed transaction.

     We anticipate no delay in  negotiating a definitive  acquisition  agreement
because  following  completion of the short diligence period described below, we
are willing to sign an  agreement  substantially  in the same form as  Reckson's
merger  agreement  with SL Green (with such changes as are  customary to reflect
new  parties  and that our  proposal  is all cash).  Specifically,  we would not
require any financing condition in the definitive acquisition agreement.

     We believe our proposed  transaction is financially superior to the pending
transaction,   and  we  are  in  a  position  to  consummate  this   transaction
expeditiously.  We and our advisors are  prepared to begin  working  immediately
toward a  definitive  agreement.  In addition,  we will  execute an  appropriate
confidentiality  agreement in connection with any proprietary information we may
receive  from  Reckson.  If granted  appropriate  access to  Reckson's  data and
records, and assuming cooperation from Reckson management as permitted under the
merger  agreement with SL Green,  we anticipate  completion of due diligence and
execution of a definitive  acquisition  agreement  within 10 business  days.  We
would hope that this time period would be  acceptable  to Reckson given that the
current  transaction  is not  expected  to  close  prior  to  January  2007  and
considering  that more time was given to  prospective  buyers  invited  into the
process conducted during the summer.

     We are enthusiastic  about a transaction with Reckson and believe the terms
of our proposal provide the best way to maximize value for your shareholders.

     We look forward to your prompt response.

Very truly yours,

ROME ACQUISITION LIMITED PARTNERSHIP

By:  MEADOW STAR LLC
     as General Partner

     By:  /s/ Carl C. Icahn
          -----------------
          Name: Carl C. Icahn
          Title: Chairman



By:  WH ROME PARTNERS LLC
     as General Partner

     By:  WH ROME INC.
          its Managing Member

     By:  /s/ Harry Macklowe         By:  /s/ William S. Macklowe
          ------------------              -----------------------
          Name: Harry Macklowe            Name: William S. Macklowe
          Title: President                Title: Vice President