November 26, 2006


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

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


Dear Mr. Quick:

     On behalf of Rome Acquisition Limited Partnership  ("Rome"),  a partnership
formed between WH Rome Partners LLC, Harry and William S. Macklowe's entity, and
Meadow  Star LLC, an entity  indirectly  wholly-owned  by  American  Real Estate
Partners  LP,  which is 90% owned by Carl C.  Icahn,  we are  pleased to confirm
Rome's interest in acquiring 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 superior to the current transaction with SL Green.

     Subject to satisfactory completion of our due diligence, we are prepared to
acquire all the outstanding shares and units of Reckson for $49.00 per share (or
unit) in cash.  We, our  financial and legal  advisors,  lenders and third party
consultants  continue to work toward  completion of due diligence and anticipate
delivering a definitive, binding proposal, in the form of an executed definitive
acquisition  agreement along with binding  commitments  from our lenders,  by no
later than  Monday,  December  4, 2006.  This timing is in  accordance  with the
timeline set forth in our November 15th letter. In that letter, we accounted for
the Thanksgiving holiday and requested 10 business days from the commencement of
due  diligence  to complete  our work.  Our timing does not in any way delay the
scheduled closing of the current  transaction with SL Green,  which by the terms
of the SL Green  merger  agreement  cannot  close  prior  to  January  2,  2007.
Furthermore,  and as we indicated in our prior letter, 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 that our proposal is all
cash), and consequently, it will not contain any financing condition.

     In  anticipation  of  executing  a  definitive  agreement  and  closing our
proposed  transaction with Reckson,  we will fund Rome with $1,200,000,000 as of
the close of business on Monday,  November 27, 2006. This amount of equity, when
combined with the debt financing  expected to be provided by our lenders,  would
satisfy all of the funding  needed to close our  proposed  transaction.  Also on
Monday,  Rome will make a filing on  Schedule  13D  disclosing  the terms of our
partnership and setting forth information  concerning our ownership of shares of
Reckson. As of November 24, 2006, Macklowe affiliates and Icahn affiliates owned
an  aggregate  of in excess of 5% of Reckson's  outstanding  shares,  as will be
shown on the 13D filing.

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






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



  [Signature page to letter dated November 26, 2006 to Peter Quick re Reckson]