SC 13E3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

RULE 13e-3 TRANSACTION STATEMENT

(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)

RECKSON ASSOCIATES REALTY CORP.

(Name of Issuer)

Reckson Associates Realty Corp.

Scott H. Rechler         Michael Maturo          Jason Barnett

(Name of Person(s) Filing Statement)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

75621K106

(CUSIP Number of Class of Securities)

Jason M. Barnett, Esq.
Senior Executive Vice President - Corporate Initiatives,
General Counsel and Secretary
Reckson Associates Realty Corp. 625 Reckson Plaza
Uniondale, New York  11556
(516) 506-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and

Communications on Behalf of Person(s) Filing Statement)

Copies to:

Larry P. Medvinsky, Esq.
Karl A. Roessner, Esq.
Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019
(212) 878-8000 Lee S. Parks, Esq.
Fried, Frank, Harris, Shriver &
Jacobson LLP
One New York Plaza
New York, New York 10004-1980
(212) 859-8000 Craig M. Wasserman, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York  10019
(212) 403-1000

This statement is filed in connection with (check the appropriate box):

o	a.	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
x	b.	The filing of a registration statement under the Securities Act of 1933.
o	c.	A tender offer.
o	d.	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: o

Check the following box if the filing is a final amendment reporting the results of the transaction: o

Calculation of Filing Fee

Transaction Valuation*	Amount of Filing Fee**
$3,728,174,252.34	$398,914.64

*	Pursuant to paragraphs (a)(4) and (b) of Rule 0-11 and estimated solely for the purpose of determining the filing fee, the transaction valuation is equal to the product of (A) $42.84, the average of the high and low prices for shares of Reckson (as defined below) common stock, par value $0.01 per share (the “Reckson Common Stock”), as reported on the New York Stock Exchange Composite Transaction Reporting System on September 11, 2006, multiplied by (B) 87,035,701 shares of Reckson Common Stock and common partnership units of Reckson Operating Partnership, L.P. expected to be outstanding immediately prior to the effective time of the merger (other than certain shares of common stock held by a wholly-owned subsidiary of SL Green (as defined below), Reckson or a subsidiary of SL Green).
**	The filing fee, calculated in accordance with Exchange Act Rule 0-11(b), was calculated by multiplying the transaction valuation by 0.000107.
x	Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $106,898.94
Form or Registration No.: S-4
Filing Party: SL Green Realty Corp.
Date Filed: September 18, 2006

INTRODUCTION

This Rule 13E-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (the “Transaction Statement”), is being filed by (1) Reckson Associates Realty Corp., a Maryland corporation (“Reckson” or the “Company”), the issuer of the Reckson Common Stock that is subject to the Rule 13e-3 transaction under a potential interpretation of the Exchange Act (as defined below), (2) Scott H. Rechler, an individual and a director, Chairman of the Board of Directors and Chief Executive Officer of Reckson, (3) Michael Maturo, an individual and a director, President and Chief  Financial Officer of Reckson, and (4) Jason Barnett, an individual, Senior Executive Vice President-Corporate Initiatives, General Counsel and Secretary of Reckson (collectively, the “Filing Persons”), although each Filing Person expressly disclaims any obligation to file this Transaction Statement.

Pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 3, 2006, by and among SL Green Realty Corp., a Maryland corporation (“SL Green”), Wyoming Acquisition GP LLC, Wyoming Acquisition Partnership LP, the Company, Reckson Operating Partnership, L.P. and Wyoming Acquisition Corp., a Maryland corporation and a wholly-owned subsidiary of SL Green (“Purchaser”), the Company will merge with and into Purchaser, the separate corporate existence of the Company will cease and Purchaser will continue as the surviving corporation (the “Merger”). Upon completion of the Merger, each share of Reckson Common Stock issued and outstanding as of the effective time of the Merger (other than certain shares of common stock held by a wholly-owned subsidiary of SL Green, the Company or a subsidiary of SL Green) will automatically be converted into the right to receive a cash payment equal to the sum of $31.68 per share, an amount in cash equal to an adjusted prorated dividend and 0.10387 of a share of the common stock of SL Green, subject to adjustment. The Merger Agreement also provides that, at the effective time of the Merger, all options under Reckson’s stock option plans, whether or not then vested or exercisable, will be cancelled and of no further force and effect and the holder thereof will be paid or receive promptly following the closing date, in the combination of cash and common stock of SL Green contemplated by the merger consideration, an amount equal to the product of (1) the number of shares of Reckson Common Stock such holder could have purchased under such option plan had such holder exercised such option in full immediately prior to the effective time of the merger and (2) the excess, if any, of the merger consideration over the exercise price per share or unit of such option; provided, that the aggregate exercise price of a holder’s options and any applicable withholding tax payable in connection with the payment and cancellation of such options will first be applied to reduce the cash consideration component of the merger consideration otherwise payable to such holder and, to the extent such aggregate exercise price and withholding tax exceeds the aggregate cash consideration component of the merger consideration otherwise payable to such holder, the excess of such aggregate exercise price and withholding tax over the aggregate cash consideration payable to such holder will be applied to reduce the stock consideration component of the merger consideration otherwise payable to such holder based on the weighted average of the per share closing prices of SL Green’s common stock on the New York Stock Exchange Composite Transaction Reporting System during the 10 consecutive trading days ending two days prior to the effective time of the merger.

Concurrently with the filing of this Transaction Statement, SL Green is filing with the Securities and Exchange Commission a preliminary Registration Statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the shares of common stock of SL Green issuable pursuant to the Merger. A portion of the Registration Statement also constitutes the proxy statement of the Company in connection with the special meeting of the stockholders of the Company to consider and vote upon the proposal to adopt the Merger Agreement.

The cross references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Registration Statement of the information required to be included in response to the items of Schedule 13E-3. The information contained in the Registration Statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each Item in this Transaction Statement are qualified in their entirety by the information contained in the Registration Statement and the annexes thereto. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Registration Statement. All information contained in the Registration Statement concerning any of the Filing Persons or SL Green has been provided by such Filing Person or SL Green and none of the Filing Persons, including the Company, takes responsibility for the accuracy of any information not supplied by such Filing Person. As of the date hereof, the Registration Statement is in preliminary form and is subject to completion or amendment.

The filing of this Transaction Statement shall not be construed as an admission by any of the Filing Persons or by any affiliate of a Filing Person, that Reckson is “controlled” by any other Filing Person or that any Filing Person is an “affiliate” of Reckson within the meaning of Rule 13e-3 under Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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ITEM 1. SUMMARY OF TERM SHEET.

Regulation M-A Item 1001

The information set forth in the Registration Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Merger”

ITEM 2. SUBJECT COMPANY INFORMATION.

Regulation M-A Item 1002

(a)Name and Address. The Company’s name and address and telephone number of its principal executive office are as follows:

Reckson Associates Realty Corp.

625 Reckson Plaza

Uniondale, New York  11556

(516) 506-6000

(b)Securities. The information set forth in the Registration Statement under the caption “Summary Term Sheet – The Companies” is incorporated herein by reference.

(c)Trading Market and Price. The information set forth in the Registration Statement under the caption “Summary Term Sheet – Market Price and Dividends” is incorporated herein by reference.

(d)Dividends. The information set forth in the Registration Statement under the caption “Summary Term Sheet – Market Price and Dividends” is incorporated herein by reference.

(e)Prior Public Offerings. The information set forth in the Registration Statement under the caption “Transactions in Shares of Reckson Common Stock – Prior Public Offerings” is incorporated herein by reference.

(f)Prior Stock Purchases. The information set forth in the Registration Statement under the caption “Transactions in Shares of Reckson Common Stock” is incorporated herein by reference.

Item 3. IDENTITY AND BACKGROUND OF FILING PERSON(S).

Regulation M-A Item 1003

(a)Name and Address. The names of the Filing Persons set forth in this Transaction Statement under the caption “Introduction” are incorporated herein by reference. The business address and business telephone number of each of the Filing Persons is:

625 Reckson Plaza

Uniondale, New York  11556

(516) 506-6000

(b)Business and Background of Entities. Not applicable.

(c)Business and Background of Natural Persons. The information set forth in the Registration Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Information Regarding the Transaction Participants Other Than the Companies”

Item 4. TERMS OF THE TRANSACTION.

Regulation M-A Item 1004

(a)Material Terms. The information set forth in the Registration Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Merger”

“The Reckson Special Meeting”

“Special Factors”

“The Merger Agreement”

“Material United States Federal Income Tax Considerations – Material United States Federal Income Tax Consequences of the Merger”

“Comparison of Rights of Stockholders of SL Green and Stockholders of Reckson”

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Annex A – Agreement and Plan of Merger

(c)Different Terms. The information set forth in the Registration Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Merger”

“Special Factors – Certain Effects of the Merger”

“Interests of Directors and Executive Officers of Reckson in the Merger”

(d)Appraisal Rights. The information set forth in the Registration Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet – Appraisal or Dissenters’ Rights”

“The Reckson Special Meeting – Appraisal Rights”

“Special Factors – Appraisal or Dissenters’ Rights”

(e)Provisions for Unaffiliated Security Holders. The information set forth in the Registration Statement under the caption “Provisions for Unaffiliated Security Holders” is incorporated herein by reference.

(f)Eligibility for Listing or Trading. Not applicable.

Item 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

Regulation M-A Item 1005

(a)Transactions. The information set forth in the Registration Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors – Background of the Merger”

“Special Factors – Reckson’s Reasons for the Merger”

“Special Factors – Certain Effects of the Merger”

“Interests of Directors and Executive Officers of Reckson in the Merger”

“The Merger Agreement – The Merger Consideration and Effects of the Mergers”

“The Merger Agreement – Treatment of Share Options, Restricted Stock Awards and Restricted Stock Unit Awards”

“Information Regarding the Transaction Participants Other Than the Companies”

“Transactions in Shares of Reckson Common Stock”

(b)Significant Corporate Events. The information set forth in the Registration Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors – Background of the Merger”

“Special Factors – Reckson’s Reasons for the Merger”

“Special Factors – Certain Effects of the Merger”

“Interests of Directors and Executive Officers of Reckson in the Merger”

“The Merger Agreement – The Merger Consideration and Effects of the Mergers”

“The Merger Agreement – Treatment of Share Options, Restricted Stock Awards and Restricted Stock Unit Awards”

“Information Regarding the Transaction Participants Other Than the Companies”

“Transactions in Shares of Reckson Common Stock”

Annex A – Agreement and Plan of Merger

(c)Negotiations or Contacts. The information set forth in the Registration Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors – Background of the Merger”

“Special Factors – Reckson’s Reasons for the Merger”

“Special Factors – Certain Effects of the Merger”

“Interests of Directors and Executive Officers of Reckson in the Merger”

“The Merger Agreement – The Merger Consideration and Effects of the Mergers”

“The Merger Agreement – Treatment of Share Options, Restricted Stock Awards and Restricted Stock Unit Awards”

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“Information Regarding the Transaction Participants Other Than the Companies”

(e)Agreements Involving the Subject Company’s Securities. The information set forth in the Registration Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors – Background of the Merger”

“Special Factors – Reckson’s Reasons for the Merger”

“Special Factors – Certain Effects of the Merger”

“Interests of Directors and Executive Officers of Reckson in the Merger”

“The Merger Agreement – The Merger Consideration and Effects of the Mergers”

“The Merger Agreement – Treatment of Share Options, Restricted Stock Awards and Restricted Stock Unit Awards”

“Information Regarding the Transaction Participants Other Than the Companies”

“Transactions in Shares of Reckson Common Stock”

Item 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

Regulation M-A Item 1006

(b)Use of Securities Acquired. The information set forth in the Registration Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Merger”

“Special Factors – Certain Effects of the Merger”

“Special Factors – SL Green’s Reasons for the Merger”

“Special Factors – Purposes and Reasons for the Transactions Contemplated by the Sale Agreement”

“Special Factors – Delisting and Deregistration of Reckson Common Stock; Listing of SL Green Common Stock Issued in Connection with the Merger”

“Special Factors – Purposes, Reasons and Plans for Reckson after the Merger”

“The Merger Agreement - The Merger Consideration and Effects of the Mergers”

“The Merger Agreement – Treatment of Share Options, Restricted Stock Awards and Restricted Stock Unit Awards”

Annex A – Agreement and Plan of Merger

(c)(1)-(8) Plans. The information set forth in the Registration Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Merger”

“SL Green’s Policies with Respect to Certain Activities”

“Special Factors – Background of the Merger”

“Special Factors – Recommendation of the Affiliate Transaction Committee of Reckson’s Board of Directors and of Reckson’s Board of Directors”

“Special Factors – Certain Effects of the Merger”

“Special Factors – SL Green’s Reasons for the Merger”

“Special Factors – Purposes and Reasons for the Transactions Contemplated by the Sale Agreement”

“Special Factors – Position of the Management Group as to the Fairness of the Transactions Contemplated by the Sale Agreement”

“Special Factors – Delisting and Deregistration of Reckson Common Stock; Listing of SL Green Common Stock Issued in Connection with the Merger”

“Special Factors – Purposes, Reasons and Plans for Reckson after the Merger”

“Special Factors – Appraisal or Dissenters’ Rights”

“Interests of Directors and Executive Officers of Reckson in the Merger”

“The Merger Agreement”

Annex A – Agreement and Plan of Merger

Item 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.

Regulation M-A Item 1013

(a)Purposes. The information set forth in the Registration Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Merger”

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“Special Factors – Background of the Merger”

“Special Factors – Reckson’s Reasons for the Merger”

“Special Factors – Certain Effects of the Merger”

“Special Factors – Effects on Reckson if the Merger is Not Completed”

“Special Factors – Recommendation of the Affiliate Transaction Committee of Reckson’s Board of Directors and of Reckson’s Board of Directors”

“Special Factors – SL Green’s Reasons for the Merger”

“Special Factors – Purposes and Reasons for the Transactions Comtemplated by the Sale Agreement”

“Special Factors – Position of the Management Group as to the Fairness of the Transactions Contemplated by the Sale Agreement”

“Special Factors – Purposes, Reasons and Plans for Reckson after the Merger”

“The Merger Agreement – Conduct of Business by SL Green”

“Interests of Directors and Executive Officers of Reckson in the Merger”

(b)Alternatives. The information set forth in the Registration Statement under the following captions is incorporated herein by reference:

“Special Factors – Background of the Merger”

“Special Factors – Reckson’s Reasons for the Merger”

“Special Factors – Effects on Reckson if the Merger is Not Completed”

“Special Factors – Purposes, Reasons and Plans for Reckson after the Merger”

“Special Factors – Position of the Management Group as to the Fairness of the Transactions Contemplated by the Sale Agreement”

“Special Factors – Fairness Opinion Regarding Merger Consideration”

“Special Factors – Fairness Opinion Regarding August 3 Letter Agreement”

(c)Reasons. The information set forth in the Registration Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Merger”

“Special Factors – Background of the Merger”

“Special Factors – Reckson’s Reasons for the Merger”

“Special Factors – Recommendation of the Affiliate Transaction Committee of Reckson’s Board of Directors and of Reckson’s Board of Directors”

“Special Factors – Position of the Management Group as to the Fairness of the Transactions Contemplated by the Sale Agreement”

“Special Factors – Fairness Opinion Regarding Merger Consideration”

“Special Factors – Fairness Opinion Regarding August 3 Letter Agreement”

“Special Factors – Purposes, Reasons and Plans for Reckson after the Merger”

(d)Effects. The information set forth in the Registration Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Merger”

“Special Factors – Background of the Merger”

“Special Factors – Reckson’s Reasons for the Merger”

“Special Factors – Effects on Reckson if the Merger is Not Completed”

“Special Factors – Certain Effects of the Merger”

“Special Factors – Recommendation of the Affiliate Transaction Committee of Reckson’s Board of Directors and of Reckson’s Board of Directors”

“Special Factors – SL Green’s Reasons for the Merger”

“Special Factors – Purposes and Reasons for the Transactions Comtemplated by the Sale Agreement”

“Special Factors – Position of the Management Group as to the Fairness of the Transactions Contemplated by the Sale Agreement”

“Special Factors – Purposes, Reasons and Plans for Reckson after the Merger”

“Interests of Directors and Executive Officers of Reckson in the Merger”

“Material United States Federal Income Tax Considerations — Material United States Federal Income Tax Consequences of the Merger”

“The Merger Agreement”

Annex A – Agreement and Plan of Merger

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Item 8. FAIRNESS OF THE TRANSACTION.

Regulation M-A Item 1014

(a)Fairness. The information set forth in the Registration Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Merger”

“Special Factors – Background of the Merger”

“Special Factors – Reckson’s Reasons for the Merger”

“Special Factors – Recommendation of the Affiliate Transaction Committee of Reckson’s Board of Directors and of Reckson’s Board of Directors”

“Special Factors – Position of the Management Group as to the Fairness of the Transactions Contemplated by the Sale Agreement”

“Special Factors – Fairness Opinion Regarding Merger Consideration”

“Special Factors – Fairness Opinion Regarding August 3 Letter Agreement”

Annex B – Opinion of Goldman, Sachs & Co.

Annex C – Opinion of Greenhill & Co., LLC

(b)Factors Considered in Determining Fairness. The information set forth in the Registration Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Merger”

“Special Factors – Background of the Merger”

“Special Factors – Reckson’s Reasons for the Merger”

“Special Factors – Recommendation of the Affiliate Transaction Committee of Reckson’s Board of Directors and of Reckson’s Board of Directors”

“Special Factors – Position of the Management Group as to the Fairness of the Transactions Contemplated by the Sale Agreement”

“Special Factors – Fairness Opinion Regarding Merger Consideration”

“Special Factors – Fairness Opinion Regarding August 3 Letter Agreement”

Annex B – Opinion of Goldman, Sachs & Co.

Annex C – Opinion of Greenhill & Co., LLC

(c)Approval of Security Holders. The information set forth in the Registration Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Merger”

“The Reckson Special Meeting”

“The Merger Agreement”

(d)Unaffiliated Representative. An unaffiliated representative was not retained to act solely on behalf of unaffiliated stockholders for purposes of negotiating the terms of the transaction or preparing a report concerning the fairness of the transaction. The information set forth in the Registration Statement under the captions “Special Factors – Reckson’s Reasons for the Merger” and “Special Factors – Background of the Merger” is incorporated herein by reference.

(e)Approval of Directors. The information set forth in the Registration Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors – Background of the Merger”

“Special Factors – Reckson’s Reasons for the Merger”

“Special Factors – Recommendation of the Affiliate Transaction Committee of Reckson’s Board of Directors and of Reckson’s Board of Directors”

“Special Factors – Purposes, Reasons and Plans for Reckson after the Merger”

“Interests of Directors and Executive Officers of Reckson in the Merger”

(f)Other Offers. The information set forth in the Registration Statement under the following captions is incorporated herein by reference:

“Special Factors – Background of the Merger”

“Special Factors – Reckson’s Reasons for the Merger”

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“Special Factors – Purposes, Reasons and Plans for Reckson after the Merger”

“Interests of Directors and Executive Officers of Reckson in the Merger”

Item 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.

Regulation M-A Item 1015

(a)Report, Opinion or Appraisal. The information set forth in the Registration Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors – Background of the Merger”

“Special Factors – Reckson’s Reasons for the Merger”

“Special Factors – Recommendation of the Affiliate Transaction Committee of Reckson’s Board of Directors and of Reckson’s Board of Directors”

“Special Factors – Position of the Management Group as to the Fairness of the Transactions Contemplated by the Sale Agreement”

“Special Factors – Fairness Opinion Regarding Merger Consideration”

“Special Factors – Fairness Opinion Regarding August 3 Letter Agreement”

“The Merger Agreement – Representations and Warranties of Reckson and Reckson Operating Partnership, L.P.”

“The Merger Agreement – Representations and Warranties of SL Green and the other Purchaser Parties”

Annex B – Opinion of Goldman, Sachs & Co.

Annex C – Opinion of Greenhill & Co., LLC

(b)Preparer and Summary of the Report, Opinion or Appraisal. The information set forth in the Registration Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors – Background of the Merger”

“Special Factors – Reckson’s Reasons for the Merger”

“Special Factors – Recommendation of the Affiliate Transaction Committee of Reckson’s Board of Directors and of Reckson’s Board of Directors”

“Special Factors – Position of the Management Group as to the Fairness of the Transactions Contemplated by the Sale Agreement”

“Special Factors – Fairness Opinion Regarding Merger Consideration”

“Special Factors – Fairness Opinion Regarding August 3 Letter Agreement”

“The Merger Agreement – Representations and Warranties of Reckson and Reckson Operating Partnership, L.P.”

“The Merger Agreement – Representations and Warranties of SL Green and the other Purchaser Parties”

Annex B – Opinion of Goldman, Sachs & Co.

Annex C – Opinion of Greenhill & Co., LLC

(c)Availability of Documents. The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested holder of Reckson Common Stock.

Item 10. SOURCES AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.

Regulation M-A Item 1007

(a)Source of Funds. The information set forth in the Registration Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“The Companies – SL Green”

“Special Factors – Background of the Merger”

“Interests of Directors and Executive Officers of Reckson in the Merger – Sale Agreement”

(b)Conditions. The information set forth in the Registration Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“The Companies – SL Green”

“Special Factors – Background of the Merger”

“Special Factors – Reckson’s Reasons for the Merger”

“Special Factors – Effects on Reckson if the Merger is Not Completed”

“Interests of Directors and Executive Officers of Reckson in the Merger – Sale Agreement”

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(c)Expenses. The information set forth in the Registration Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet – Summary Unaudited Pro Forma Condensed Consolidated Financial Information”

“Special Factors – Background of the Merger”

“Special Factors – Effects on Reckson if the Merger is Not Completed”

“The Merger Agreement”

Annex A – Agreement and Plan of Merger

(d)Borrowed Funds. The information set forth in the Registration Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“The Companies – SL Green”

“Special Factors – Background of the Merger”

Item 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

Regulation M-A Item 1008

(a)Securities Ownership. The information set forth in the Registration Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Interests of Directors and Executive Officers of Reckson in the Merger”

“Beneficial Ownership of Common Stock”

(b)Securities Transactions. The information set forth in the Registration Statement under the caption “Transactions in Shares of Reckson Common Stock” is incorporated herein by reference.

Item 12. THE SOLICITATION OR RECOMMENDATION.

Regulation M-A Item 1012

(d)Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Registration Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Merger”

“The Reckson Special Meeting – Voting by Directors, Executive Officers and Other Filing Persons”

“Special Factors – Recommendation of the Affiliate Transaction Committee of Reckson’s Board of Directors and of Reckson’s Board of Directors”

“Special Factors – Position of the Management Group as to the Fairness of the Transactions Contemplated by the Sale Agreement”

“Interests of Directors and Executive Officers of Reckson in the Merger”

(e)Recommendations of Others. The information set forth in the Registration Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Merger”

“Special Factors – Reckson’s Reasons for the Merger”

“Special Factors – Recommendation of the Affiliate Transaction Committee of Reckson’s Board of Directors and of Reckson’s Board of Directors”

“Special Factors – Position of the Management Group as to the Fairness of the Transactions Contemplated by the Sale Agreement”

Item 13. FINANCIAL INFORMATION.

Regulation M-A Item 1010

(a)Financial Information. The information set forth in the Registration Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Ratio of Earnings to Fixed Charges”

“Where You Can Find More Information”

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“Sources of Additional Information”

The consolidated financial statements included in Reckson’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, filed with the SEC on March 10, 2006 and the consolidated financial statements included in Reckson’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed with the SEC on March 14, 2005 are incorporated herein by reference. The information set forth in Item 1 of Part 1 of Reckson’s Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2006 is incorporated herein by reference.

(b)Pro Forma Information. The information set forth in the Registration Statement under the caption “Summary Term Sheet” is incorporated herein by reference.

Item 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

Regulation M-A Item 1009

(a)Solicitations or Recommendations. The information set forth in the Registration Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Merger”

“The Reckson Special Meeting  – Solicitation of Proxies; Expenses”

“Special Factors – Background of the Merger”

“Special Factors – Recommendation of the Affiliate Transaction Committee of Reckson’s Board of Directors and of Reckson’s Board of Directors”

“Interests of Directors and Executive Officers of Reckson in the Merger”

“The Merger Agreement – Break-up Fees and Expenses”

(b)Employees and Corporate Assets. The information set forth in the Registration Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Merger”

“Special Factors – Background of the Merger”

“Special Factors – Reckson’s Reasons for the Merger”

“Special Factors – Recommendation of the Affiliate Transaction Committee of Reckson’s Board of Directors and of Reckson’s Board of Directors”

“Special Factors – Position of the Management Group as to the Fairness of the Transactions Contemplated by the Sale Agreement”

“Interests of Directors and Executive Officers of Reckson in the Merger”

“Information Regarding the Transaction Participants Other Than the Companies”

Item 15. ADDITIONAL INFORMATION.

Regulation M-A Item 1011

(b)Other Material Information. The information contained in the Registration Statement, including all annexes thereto, is incorporated herein by reference.

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Item 16. EXHIBITS.

Regulation M-A Item 1016

(a)(1)	Notice of Special Meeting of Stockholders of Reckson, incorporated herein by reference to the Registration Statement
(a)(2)	Registration Statement of SL Green, incorporated herein by reference to the Registration Statement
(b)	None
(c)(1)	Opinion of Goldman, Sachs & Co., dated August 3, 2006, incorporated herein by reference to the Registration Statement
(c)(2)	Opinion of Greenhill & Co., LLC, dated August 11, 2006, incorporated herein by reference to the Registration Statement
(c)(3)	Board Presentation from Greenhill & Co., LLC dated August 2, 2006
(c)(4)	Citigroup Global Markets Inc. and Goldman, Sachs & Co. Presentation to the Board of Reckson Associates Realty Corp. dated July 10, 2006
(c)(5)	Citigroup Global Markets Inc. and Goldman, Sachs & Co. Draft Presentation to the Board of Reckson Associates Realty Corp. dated July 20, 2006
(c)(6)	Citigroup Global Markets Inc. and Goldman, Sachs & Co. Draft Presentation to the Board of Reckson Associates Realty Corp. dated July 28, 2006
(c)(7)	Goldman, Sachs & Co. Preliminary Draft Presentation to the Special Committee of the Board of Reckson Associates Realty Corp. dated July 30, 2006
(c)(8)	Goldman, Sachs & Co. Preliminary Draft Presentation to the Special Committee of the Board of Reckson Associates Realty Corp. dated August 2, 2006
(c)(9)	Goldman, Sachs & Co. Presentation to the Special Committee of the Board of Reckson Associates Realty Corp. dated August 3, 2006
(d)(1)	Agreement and Plan of Merger, dated as of September 15, 2006, by and among SL Green, Wyoming Acquisition GP LLC, Wyoming Acquisition Partnership LP, the Company, Reckson Operating Partnership, L.P., and Wyoming Acquisition Corp., incorporated herein by reference to the Registration Statement
(d)(2)	Mortgage Loan Term Sheet, dated as of September 15, 2006, by and among SL Green Funding LLC and Scott Rechler, incorporated herein by reference to the Registration Statement
(d)(3)	RSVP Loan Term Sheet, dated as of August 3, 2006, by and among SL Green Funding LLC, Scott Rechler and Marathon Asset Management, LLC incorporated herein by reference to the Registration Statement
(d)(4)	Australia Loan Term Sheet, dated as of August 2, 2006, by and among SL Green Funding LLC, Scott Rechler, Jason Barnett and Michael Maturo, incorporated herein by reference to the Registration Statement
(d)(5)	Letter Agreement, dated August 3, 2006, by and between SL Green and New Venture MRE LLC, incorporated herein by reference to the Registration Statement
(d)(6)	Letter Agreement, dated September 15, 2006, by and between SL Green and New Venture MRE LLC, incorporated herein by reference to the Registration Statement
(f)	Not applicable
(g)	None

10

SIGNATURES

After due inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: September 18, 2006

RECKSON ASSOCIATES REALTY CORP.
By:	/s/ Peter Quick
	Name: Peter Quick
	Title: Lead Director
SCOTT H. RECHLER
/s/ Scott H. Rechler
Scott H. Rechler
MICHAEL MATURO
/s/ Michael Maturo
Michael Maturo
JASON BARNETT
/s/ Jason Barnett
Jason Barnett

11

EXHIBIT INDEX

Exhibit Number	Description
(a)(1)	Notice of Special Meeting of Stockholders of Reckson, incorporated herein by reference to the Registration Statement
(a)(2)	Registration Statement of Reckson, incorporated herein by reference to the Registration Statement
(b)	None
(c)(1)	Opinion of Goldman, Sachs & Co., dated August 3, 2006, incorporated herein by reference to the Registration Statement
(c)(2)	Opinion of Greenhill & Co., LLC dated August 11, 2006, incorporated herein by reference to the Registration Statement
(c)(3)	Board Presentation from Greenhill & Co., LLC dated August 2, 2006
(c)(4)	Citigroup Global Markets Inc. and Goldman, Sachs & Co. Presentation to the Board of Reckson Associates Realty Corp. dated July 10, 2006
(c)(5)	Citigroup Global Markets Inc. and Goldman, Sachs & Co. Draft Presentation to the Board of Reckson Associates Realty Corp. dated July 20, 2006
(c)(6)	Citigroup Global Markets Inc. and Goldman, Sachs & Co. Draft Presentation to the Board of Reckson Associates Realty Corp. dated July 28, 2006
(c)(7)	Goldman, Sachs & Co. Preliminary Draft Presentation to the Special Committee of the Board of Reckson Associates Realty Corp. dated July 30, 2006
(c)(8)	Goldman, Sachs & Co. Preliminary Draft Presentation to the Special Committee of the Board of Reckson Associates Realty Corp. dated August 2, 2006
(c)(9)	Goldman, Sachs & Co. Presentation to the Special Committee of the Board of Reckson Associates Realty Corp. dated August 3, 2006
(d)(1)	Agreement and Plan of Merger, dated as of August 3, 2006, by and among SL Green, Wyoming Acquisition GP LLC, Wyoming Acquisition Partnership LP, the Company, Reckson Operating Partnership, L.P., and Wyoming Acquisition Corp., incorporated herein by reference to the Registration Statement
(d)(2)	Mortgage Loan Term Sheet, dated as of September 15, 2006, by and among SL Green Funding LLC and Scott Rechler, incorporated herein by reference to the Registration Statement
(d)(3)	RSVP Loan Term Sheet, dated as of August 3, 2006, by and among SL Green Funding LLC, Scott Rechler and Marathon Asset Management, LLC, incorporated herein by reference to the Registration Statement
(d)(4)	Australia Loan Term Sheet, dated as of August 2, 2006, by and among SL Green Funding LLC, Scott Rechler, Jason Barnett and Michael Maturo incorporated herein by reference to the Registration Statement
(d)(5)	Letter Agreement, dated August 3, 2006, by and between SL Green and New Venture MRE LLC, incorporated herein by reference to the Registration Statement
(d)(6)	Letter Agreement, dated September 15, 2006, by and between SL Green and New Venture MRE LLC, incorporated herein by reference to the Registration Statement
(f)	Not applicable
(g)	None

EX-99.(C)(3)

Exhibit (c)(3)

 

Project Wyoming Board Presentation August 2, 2006

 

Disclaimer Disclaimer This presentation, prepared by Greenhill & Co. for the use of the Special Committee of the Board of Directors of Reckson Associates Realty Corp., is for information only and may not be used for any purpose or disclosed to any other person without Greenhill’s prior written consent. These materials are not intended to be and do not constitute a recommendation to any person or entity regarding any potential transaction, as to whether to acquire or dispose of any securities of the company listed in the materials or any other person or with respect to any other matter. In preparing these analyses, Greenhill has relied on publicly available information and other information provided to it by Reckson Associates Realty Corp. and has assumed, without independent verification, the accuracy and completeness of all such information. Greenhill does not assume any responsibility or liability therefore. No representation or warranty, express or implied, is made in relation to the accuracy or completeness of the information presented herein or its suitability for any particular purpose. Greenhill has not conducted any evaluation or appraisal of any assets or liabilities of Reckson Associates Realty Corp. or any other person referred to in this presentation. Greenhill does not have any obligation to update the information in this presentation.

 

Table of Contents Executive Summary Transaction Overview Valuation Precedent Transactions – Capitalization Rates Comparable Company Multiples Standalone Company Valuation Summary Appendix Reckson Associates Realty Corp. A. B. C. D.

 

Executive Summary Executive Summary Reckson Associates Realty Corp. (“Reckson” or the “Company”) is a publicly traded REIT that specializes in acquiring, leasing, financing, managing and developing office properties in the New York City and surrounding tri-state areas Reckson was founded in 1956 and went public on the NYSE in June of 1995 Reckson has an equity market capitalization today of approximately $3.7 billion As of March 31, 2006, Reckson owned and operated (including through joint ventures) 94 properties Reckson has undertaken a sale process that has resulted in a proposed transaction where SL Green Realty Corp. (“SL Green”) will acquire the Company for a combination of shares of common stock of SL Green and cash. After (or simultaneously with) the consummation of the acquisition, the Company will sell certain assets including properties located in Long Island, Westchester and New Jersey (the “Management Assets”) to a group (the “Management Group”) led by Scott Rechler, Michael Maturo and Jason Barnett, members of the Company’s current management, for approximately $2.1 billion in cash Greenhill & Co., LLC (“Greenhill”) has been engaged by the Special Committee of Reckson to provide a fairness opinion regarding the Management Group’s $2.1 billion purchase of the Management Assets

 

Executive Summary Executive Summary Greenhill has been informed that a competitive sale process was undertaken which resulted in the current proposed transaction As has been represented to us, this competitive process involved approaching eight major potential buyers of Reckson, as well as responding to unsolicited inquiries from others Seven buyers ultimately signed confidentiality agreements and analyzed the Company. Two parties submitted actual bids All potential buyers were given the opportunity to purchase the entire Company and have been repeatedly approached to buy the Management Assets at the Management Group’s offer price Management Group’s proposal to purchase the Management Assets emerged only after no potential buyers expressed interest in purchasing the Management Assets at acceptable prices

 

Executive Summary Executive Summary Greenhill’s analysis seeks to determine whether the terms of the proposed sale of the Management Assets is fair to Reckson from a financial point of view, i.e., whether the value received is at least comparable to that which would have been received if the assets were to be sold to an unrelated third party Our analysis is based on property level NOI’s provided by management for 2007 and 2008, as well as corporate projections (from management) of the Management Assets as a standalone company (the “Standalone Company”) We have had the opportunity to question management regarding the operating and financial aspects of the Management Assets and their projected NOI We have relied on management’s numbers in our analysis. It has been represented to us by management that the NOI projections are from the Company budget which is used to derive the FFO guidance communicated to the public We have analyzed the capitalization rates for the Management Assets compared to recent major real estate company sales and have analyzed the value of the Standalone Company relative to other public companies we deem comparable

 

Reckson Associates Realty Corp. Table of Contents Executive Summary Transaction Overview Valuation Precedent Transactions – Capitalization Rates Comparable Company Multiples Standalone Company Valuation Summary Appendix  A. B. C. D.

 

Transaction Overview Management Assets Transaction Overview Note: Assumes that the Management Group is purchasing 100% of all the assets listed on this page The Management Assets consist of operating properties grouped into four buckets, land and other assets NOI Implied Cap Rate 2007E 2008E 2007E 2008E Operating PropertiesLong Island$873,480,00041%$53,187,103$55,171,2036.1%6.3%New Jersey581,970,00028%34,659,58843,219,4456.0%7.4%Eastridge266,060,00013%15,406,93121,580,8395.8%8.1%Australia LPT (25% Interest)153,175,0007%11,086,67311,632,7937.2%7.6%Total Operating Properties$1,874,685,00089%$114,340,295$131,604,2796.1%7.0%LandNew Jersey$78,789,0394%Long Island24,598,0001%Total Land$103,387,0395%OtherRSVP Joint Venture$65,000,0003%Long Island Notes42,600,0002%Management Company (Australia)22,000,0001%Capelli Related Notes1,200,0000%Total Other$130,800,0006%Total$2,108,872,039100%% of TotalPurchase ValueAsset

 

Table of Contents Executive Summary Transaction Overview Valuation Precedent Transactions – Capitalization Rates Comparable Company Multiples Standalone Company Valuation Summary Appendix Reckson Associates Realty Corp. A. B. C. D.

 

Corporate Transaction Analysis – Broad Market By Sector in $ millions (except per share)Precedent Transactions – Capitalization Rates Source: Equity Research, Capital IQ and FactSet DateEV ofTransactionPrice perPremiumNominal Cap RateEconomic Cap RateNominal Cap RatesAnnouncedAcquirorTargetAcquiror TypeAcquirorValueConsiderationShare1 Day30 Days90 DaysHighLowHighLowOfficeJun-06Brookfield Properties & BlackstoneTrizec PropertiesPublic REIT / Private Equity$14,452$8,900Cash$29.0117.9%17.4%20.1%6.30%5.50%NANAMar-06The Blackstone GroupCarrAmerica RealtyPrivate EquityNA$5,600Cash$44.758.9%20.9%28.8%6.68%6.00%6.10%5.00%Feb-06LBA Realty LLCBedford Property InvestorsPrivate EquityNA$897Cash$27.1210.1%17.9%15.9%6.30%6.15%NANADec-05GE Real Estate / Trizec PropertiesArden Realty TrustPublic Company / Public REITNA$4,782Cash$47.251.2%2.0%24.2%6.60%5.50%NANAOct-05Brandywine Realty TrustPrentiss Properties TrustPublic REIT$3,147$3,551Cash / Stock$42.955.8%10.6%16.2%7.20%7.00%NANAJun-05DRA Advisors LLCCRT PropertiesPrivate EquityNA$1,800Cash$27.8015.4%20.3%25.5%NANANANAOffice Average9.9%14.9%21.8%6.62%6.03%6.10%5.00%ApartmentsDec-05Morgan Stanley Real EstateTown & Country TrustPrivate EquityNA$1,348Cash$39.6030.7%33.2%42.7%5.80%5.60%5.30%5.10%Oct-05Morgan Stanley Real EstateAMLI Residential PropertiesPrivate EquityNA$1,780Cash$37.7520.7%19.2%21.0%NANANANAJun-05ING ClarionGables Residential TrustPrivate EquityNA$2,625Cash$43.5014.1%18.8%26.3%5.80%5.00%NANAApartment Average21.8%23.7%30.0%5.80%5.30%5.30%5.10%RetailJul-06Kimco RealtyPan Pacific RetailPublic REIT$12,018$4,000Cash / Stock$70.000.0%2.5%5.3%6.30%6.00%NANAJul-06Centro PropertiesHeritage Property Investment TrustPublic Company (Australia)$5,338$3,200Cash$36.153.3%3.6%(5.6%)7.41%7.40%NANAAug-04General Growth PropertiesThe Rouse CompanyPublic REIT$18,250$12,600Cash$67.5032.2%35.8%59.7%5.60%5.30%4.50%4.50%IndustrialDec-05CalEast Industrial InvestorsCenterPoint Properties TrustPrivate RE CompanyNA$3,302Cash$50.009.7%12.7%15.6%4.20%3.90%NANAJun-05ProLogisCatellus Development CorpPublic REIT$8,923$4,780Cash or Stock$33.8115.6%22.1%17.5%NANA5.60%5.60%StorageMar-06Public StorageShurgard Storage CentersPublic REIT$12,551$5,199Stock$65.162.7%10.2%11.8%5.38%5.10%NANATotal Transaction Value$64,363Mean12.6%16.5%21.7%6.13 %5.70%5.38%5.05%Total Public to Private Transaction Value$21,801Median10.1%17.9%20.1%6.30%5.55%5.45%5.05%Total Public to Public Transaction Value$42,563High32.2%35.8%59.7%7.41%7.40%6.10%5.60%% Public to Private33.9%Low0.0%2.0%(5.6%)4.20%3.90%4.50%4.50%% Public to Public66.1%Notes:Cap Rates represent estimates from equity research analystsBrookfiled Properties & Blackstone / Trizec deal split evenly between public to private and public to public transaction values

 

M&A Case Study – Office REIT Brandywine Realty Trust Acquires Prentiss Properties Trust Prentiss Properties Trust – Company Overview Prentiss Properties Trust – Portfolio SummaryPrentiss Properties Trust – Portfolio SummaryGeographic Breakdown of Rentable Square Feet Geographic Breakdown of Total Base Rent Source: Equity Research & Company Filings (written as of announcement) Prentiss Properties (PP) owns, manages, leases, develops and builds primarily office properties in five major markets across the United States The Company’s core markets include Metropolitan Washington D.C., Chicago / Suburban Detroit, Dallas / Fort Worth / Austin / Denver, Oakland / Silicon Valley and San Diego / Los Angeles PP’s weighted average occupancy rate was 88% as of December 31, 2004 The Company has high quality tenants including: IBM Kaiser Foundation 7-11 Inc. Northrop Grumman BearingPoint Inc. The United States Government PP had over three million buildable square feet of development assets at the time of the acquisition In October 2005, Brandywine Realty Trust announced that it has agreed to acquire all of the shares of Prentiss Properties Trust in a transaction valued at approximately $3.3 billionPrecedent Transactions – Capitalization Rates Southwest34%Mid-Atlantic30%Midwest13%Southern California13%Northern California11%

 

M&A Case Study – Office REIT Brandywine Realty Trust Acquires Prentiss Properties Trust Transaction Description Implied Cap Rate SummarySource: Equity Research & Company Filings (written as of announcement) In October 2005, Brandywine Realty Trust (Brandywine) announced that it has agreed to acquire all of the shares of Prentiss Properties Trust (Prentiss) in a transaction valued at approximately $3.3 billion As part of the agreement, Prudential Real Estate Investors will subsequently acquire a portfolio of Prentiss assets for roughly $900 million Prentiss shareholders will receive $21.50 per share in cash and 0.69 Brandywine common shares for each Prentiss common share they hold, based on the closing Brandywine share price once the deal is approved Brandywine will acquire selected assets in Washington D.C., Southern and Northern California markets and all assets in the Austin and Dallas markets. Brandywine will also acquire related land holdings in these markets Prudential Real Estate Investors will acquire selected assets in Washington D.C., Southern and Northern California markets, along with all assets in the Denver market Brandywine will manage all of Prudential Real Estate Investors’ acquired assets with the exception of the Denver assets It is estimated that the assets are being acquired for $195 per square footPrecedent Transactions – Capitalization Rates Prudential Equity Group7.0%JP Morgan7.0%Legg Mason7.0%Citigroup7.2%Average7.1%

 

M&A Case Study – Office REIT GE Real Estate Acquires Arden RealtyArden Realty – Company Overview Arden Realty – Portfolio SummaryArden Realty – Portfolio SummaryGeographic Breakdown of Rentable Square Feet Geographic Breakdown of NOI In December 2005, GE Real Estate announced that it has agreed to acquire all of the shares of Arden Realty for $45.25 per share in cash in a merger transaction Including the assumption of $1.6 billion of Arden’s debt, the total transaction value is approximately $4.8 billionArden Realty (Arden) is a self-administered and self-managed real estate investment trust which owns, manages, leases, develops, renovates and acquires commmercial office properties The Company’s core markets include Los Angeles, San Diego, Orange County and Ventura County Arden’s portfolio consists of 116 properties and 192 buildings totaling 18.5 million rentable square feet as of September 30, 2005 The Company’s weighted average occupancy rate was 91.9% as of December 31, 2005 Arden divides its portfolio into the folowing four regional segments: Los Angeles (93.3% Occupied) San Diego (85.0% Occupied) Orange County (93.5% Occupied) Ventura County (94.3% Occupied) The Company has a diverse group of tenants with no single tenant accounting for more than 2% of total annualized rent The top 25 tenants represent only 10% of rents Source: Equity Research & Company Filings (written as of announcement) Precedent Transactions – Capitalization Rates LA - West29%LA - North20%LA - South13%San Diego18%Orange County17%Ventura County3%$0$3$6$9$12$15$180LA - West39%LA - North18%LA - South11%San Diego16%Orange County13%Ventura County3%$0$3$6$9$12$15$181

 

M&A Case Study – Office REIT GE Real Estate Acquires Arden RealtyTransaction Description Implied Cap Rate SummaryArden Realty has agreed to be acquired by GE Real Estate for $45.25 per share representing a 17% premium to the share price prior to the merger speculation The total transaction value is approximately $4.8 billion which includes $1.6 billion of Arden Realty’s debt which is broken down as follows: $800 million unsecured bonds $384 million bank debt $422 million secured mortgages As part of the deal, Trizec Properties will purchase about one-third of Arden’s portfolio, plus some development land, for $1.6 billion, or $385 / square foot Trizec represented that the year-one cash yield on its purchase will be in the mid-5% range, suggesting that the lower quality assets left over for GE will be acquired at a 6.2% nominal cap rate The acquisition equates to roughly $255 per square foot for the portfolioSource: Equity Research & Company Filings (written as of announcement) Precedent Transactions – Capitalization Rates Bear Stearns5.5%Deutsche Bank5.5%Green Street Advisors6.0%Prudential Equity Group6.0%Stifel Nicolaus6.6%Average5.9%

 

M&A Case Study – Office REIT The Blackstone Group Acquires CarrAmericaCarrAmerica – Company Overview CarrAmerica – Portfolio SummaryCarrAmerica – Portfolio SummaryGeographic Breakdown of Rentable Square Feet Geographic Breakdown of NOI CarrAmerica (CRE) owns, develops, acquires and operates office properties in 12 markets across the United States The Company’s core markets include Austin, Chicago, Dallas, Denver, Los Angeles, Orange County, Portland, Salt Lake City, San Diego, San Francisco and Washington DC CRE’s portfolio consisted of 285 properties totaling 26.3 million square feet as of December 31, 2005 CarrAmerica’s weighted average occupancy rate was 90% as of December 31, 2005 The Company divides its portfolio into the following four regional segments: Pacific Region (53% of NOI, 55% of RSF) Eastern Region (36% of NOI, 26% of RSF) Central Region (6% of NOI, 11% of RSF) Mountain Region (5% of NOI, 8% of RSF) CRE has a diverse group of tenants with no single tenant accounting for more than 5% of total annualized rent The top 25 tenants represent only 35% of rents In March 2006, Blackstone announced that it has agreed to acquire all of the shares of CarrAmerica in a transaction valued at approximately $5.6 billionSource: Equity Research & Company Filings (written as of announcement) Precedent Transactions – Capitalization Rates Washington DC36%San Francisco32%Southern California15%Seattle / Portland7%Denver3%Other8%

 

M&A Case Study – Office REIT The Blackstone Group Acquires CarrAmericaTransaction Description Implied Cap Rate SummaryIn March 2006, The Blackstone Group (Blackstone) announced that it has agreed to acquire all of the shares of CarrAmerica in a transaction valued at approximately $5.6 billion Blackstone expects to finance the transaction with $4.25 billion of debt (76%), including some mix of commercial mortgages and real estate mezzanine loans, and $1.35 billion of equity (24%) Deutsche Bank, Bank of America and Citigroup are arranging the debt financing A majority of the acquisition debt is expected to be raised through commercial mortgage-backed securities Upon completion of the acquisition, each holder of the 7.5% Series E Cumulative Preferred Stock will receive $25 per share The common limited partnership interests and the outstanding common stock will be acquired for $44.75 in cash per unit Blackstone will assume approximately $3 billion of CarrAmerica debt in the transaction The acquisition equates to roughly $235 per square foot for the portfolioSource: Equity Research & Company Filings (written as of announcement) Precedent Transactions – Capitalization Rates Bear Stearns6.1%Citigroup6.0%Merrill Lynch6.3%Morgan Stanley6.7%Prudential Equity Group6.0%Stifel Nicolaus6.3%Wachovia Securities6.2%Average6.2%

 

M&A Case Study – Office REIT Brookfield Properties & The Blackstone Group Acquire Trizec PropertiesTrizec Properties – Company Overview Brookfield Properties – Company OverviewSource: Equity Research & Company Filings (written as of announcement) Brookfield Properties – Portfolio SummaryTrizec Properties – Portfolio SummaryIn June 2006, Brookfield Properties announced that it has agreed to team up with The Blackstone Group to acquire all of the shares of Trizec Properties and Trizec Canada for a combined equity value of $4.8 billionGeographic Breakdown of NOI Geographic Breakdown of NOI Brookfield Properties (BPO) is an owner, developer and manager of North American office properties The Company’s portfolio is comprised of 65 commercial properties totaling 47 million square feet and 10 development sites totaling 8 million square feet BPO’s landmark properties include the World Financial Center in New York City and BCE Place in Toronto, Canada As of June 5, BPO’s enterprise value totaled over $8.0 billion Trizec Properties (TRZ) is an owner and manager of office properties throughout North America The Company’s portfolio is comprised of 61 commercial properties totaling approximately 40 million square feet TZO’s landmark properties include One Alliance Center in Atlanta, The Allen and Cullen Centers in Houston, Bank of America Plaza in Los Angeles and One New York Plaza in New York As of June 5, TRZ’s enterprise value totaled over $6.5 billion Precedent Transactions – Capitalization Rates LA / San Diego29%New York18%Houston / Dallas17%Washington DC16%Atlanta8%Chicago6%Other6%$0$3$6$9$12$15$181

 

M&A Case Study – Office REIT Brookfield Properties & The Blackstone Group Acquire Trizec PropertiesTransaction Details Transaction BenefitsSource: Equity Research & Company Filings (written as of announcement) Implied Cap Rate SummaryExpand & Solidify Market Presence This transaction provides BPO with an entry into three new markets – Houston, Los Angeles and San Diego – and solidifies its ownership presence in the core markets of New York City and Washington DC Operating Leverage Based on a blended occupancy rate of 89% and rents largely below market, this transaction provides BPO with operating leverage to the continuing recovery of U.S. office fundamentals Partnering Provides Benefits By partnering for this transaction, BPO employs higher debt leverage, sources an attractive cost of capital and earns incremental management fees. Partnering also reduces capital commitment, effectively minimizing deal riskBPO will manage 18.5 million square feet of the acquired office space and Blackstone will manage 5.4 million square feet of the acquired office space The two parties will dispose of the remaining 12.1 million square feet of property located in Atlanta, Dallas, West Los Angeles, San Diego, Chicago, Charlotte and Minneapolis The joint venture will be financed with debt and $1.3 billion of equity of which Brookfield’s commitment is expected at approximately $450 million which will be financed using its balance sheet The transaction is expected to close in Q3 or Q4 ‘06 Precedent Transactions – Capitalization Rates The acquisition equates to roughly $251 per square foot for the portfolioBMO Nesbitt Burns6.0%CIBC World Markets6.3%Citigroup5.5%Merrill Lynch6.0%Raymond James6.0%Average6.0%

 

Summary of Corporate Transactions Target NOI Contribution By Geography & Price Per Square FootLA - West (39%) LA - North (18%) LA - South (11%) San Diego (16%) Orange County (13%) Ventura County (3%) LA / San Diego (29%) New York (18%) Houston / Dallas (17%) Washington D.C. (16%) Atlanta (8%) Chicago (6%) Other (6%) Washington DC (36%) San Francisco (32%) Southern California (15%) Seattle / Portland (7%) Denver (3%) Other (8%) Southwest (34%) Mid-Atlantic (30%) Midwest (13%) Southern California (13%) Northern California (11%) New Jersey (30%) Long Island (47%) Australia LPT (10%) Westchester (13%) $195 per square foot Prentiss $255 per square foot $251 per square foot $235 per square foot $229 per square foot Arden Trizec CarrAmerica Management Assets Precedent Transactions – Capitalization Rates Source: Equity Research & Company Filings Note: Prentiss geographic distribution based on breakdown of total base rent; Australian APT properties located primarily in Long Island & Westchester

 

Summary of Corporate Transactions Cap RatesComparable company office sales yielded an average cap rate of 6.3%, including Prentiss, and 6.0% without Prentiss Average = 6.3% Source: Equity Research & Company Filings Precedent Transactions – Capitalization Rates Average = 6.0% Precedent TransactionsManagement Properties7.1%6.2%6.0%5.9%6.1%3.0%3.5%4.0%4.5%5.0%5.5%6.0%6.5%7.0%7.5%PrentissCarrTrizecArdenMgmt

 

Table of Contents Executive Summary Transaction Overview Valuation Precedent Transactions – Capitalization Rates Comparable Company Multiples Standalone Company Valuation Summary Appendix Reckson Associates Realty Corp. A. B. C. D.

 

Comparable Company Multiples Comparable Company Analysis as of 08/01/06 $ millions (except per share)Comparable suburban office companies trade at an average of 14.4x 2007E FFOSource: Equity Research & Company Filings ClosingTotalFFOAdjusted FFOPriceReturnTotalTotalAnnualDividendPrice/Price /Debt /CompanyTicker08/01/06YTDEquityCapitalizationDividendYield2007E'07E FFO2007E'07E AFFOGAVCBDVornadoVNO$104.2626.8%$17,834$25,694$1.581.5%$5.2419.9x$3.7328.0x26%Boston PropertiesBXP$97.6733.6%$13,600$18,660$2.722.8%$4.3622.4x$2.9533.1x27%Brookfield PropertiesBPO$33.4114.8%$7,795$13,834$0.762.3%$1.9617.0x$0.7544.5x40%SL Green RealtySLG$113.9150.7%$5,328$8,510$2.402.1%$5.0022.8x$3.3933.6x34%Maguire PropertyMPG$37.0322.4%$1,989$4,960$1.604.3%$2.4715.0x$1.4525.5x55%Total / Weighted Average2.2%20.3x32.8x31%SuburbanLiberty PropertyLRY$46.8112.1%$4,399$7,122$2.465.3%$3.2814.3x$2.3819.7x36%Mack-Cali RealtyCLI$48.3316.3%$3,760$5,951$2.525.2%$3.5513.6x$2.4619.6x36%Brandywine RealtyBDN$31.5816.2%$2,972$6,334$1.765.6%$2.5812.2x$1.5720.1x51%KilroyKRC$73.2020.0%$2,539$3,591$2.122.9%$3.4421.3x$2.3331.4x26%HRPT PropertiesHRP$11.8020.1%$2,476$5,439$0.847.1%$1.289.2x$0.7116.6x46%Crescent R.E.CEI$19.685.0%$2,452$5,492$1.507.6%$1.6911.6x$1.1017.9x48%Corporate Office PropertiesOFC$45.0128.2%$2,284$3,814$1.122.5%$2.2919.7x$1.7425.9x36%Highwoods PropertiesHIW$36.5731.5%$2,177$2,854$1.704.6%$2.4614.9x$1.9518.8x15%Parkway PropertiesPKY$46.1418.2%$654$1,431$2.605.6%$4.0411.4x$2.1321.7x50%Total / Weighted Average5.2%14.4x21.0x38%SpecialtyAlexandria Real Estate Equities ARE$94.1518.7%$2,143$3,988$2.803.0%$5.6416.7x$4.0423.3x42%BioMed Realty TrustBMR$29.6623.9%$1,742$2,271$1.163.9%$2.0214.7x$1.7417.0x23%Total / Weighted Average3.4%15.8x20.5x33%NationalEquity OfficeEOP$37.1024.5%$15,152$31,114$1.323.6%$2.3615.7x$1.4325.9x50%Total / Weighted Average3.6%15.7x25.9x50%00.20.40.60.811.21

 

Suburban Office Company Summary Comparable Company Multiples The Standalone Company would clearly be categorized as a suburban office company There are approximately nine publicly traded REITs today that could be considered suburban office REITs Suburban office REITs trade today at a weighted average 2007 FFO multiple of 14.4x and a weighted average leverage of 38% Our view is that Reckson’s suburban office portfolio is most similar to, and would have trading characteristics most similar to, the following three suburban office REITs: Mack-Cali, Liberty and Brandywine These comparable suburban office companies trade at a FFO multiple range of 12.2x – 14.3x and carry leverage levels ranging from 36% – 51%

 

Table of Contents Executive Summary Transaction Overview Valuation Precedent Transactions – Capitalization Rates Comparable Company Multiples Standalone Company Valuation Summary Appendix Reckson Associates Realty Corp. A. B. C. D.

 

Standalone Company Standalone Company Two Scenarios Distribute $1,516 million to shareholders or $17.62 per share ($mil.) 2007 2008 2009 FFO $75.5 $92.5 $112.7 Pro Forma Leverage: 21.3% Distribute $1,961 million to shareholders or $22.81 per share ($mil.) 2007 2008 2009 FFO $59.2 $76.3 $96.5 Pro Forma Leverage: 39.1%

 

Standalone Company Two Scenarios Lower Leverage Case Multiple Range: 13x to 15x 2008 FFO of $92.5 million Equity Valuation Range: $1,203 to $1,388 million Debt: $272 million Enterprise Value Range: $1,475 to $1,660 million Higher Leverage Case Multiple Range: 12x to 14x 2008 FFO of $76.3 million Equity Valuation Range: $916 to $1,068 million Debt: $522 million Enterprise Value Range: $1,438 to $1,590 million Standalone Company

 

Standalone Company – Merger Premium Two Scenarios Lower Leverage Case Multiple Range: 13x to 15x 2008 FFO of $92.5 million Equity Valuation Range: $1,203 to $1,388 million Equity Valuation Range @20% Premium: $1,444 to $1,666 Debt: $272 million Enterprise Value Range: $1,716 to $1,938 million Higher Leverage Case Multiple Range: 12x to 14x 2008 FFO of $76.3 million Equity Valuation Range: $916 to $1,068 million Equity Valuation Range @ 20% Premium: $1,099 to $1,282 Debt: $522 million Enterprise Value Range: $1,621 to $1,804 million Standalone Company

 

Table of Contents Executive Summary Transaction Overview Valuation Precedent Transactions – Capitalization Rates Standalone Company Comparable Company Multiples Valuation Summary Appendix Reckson Associates Realty Corp. A. B. C. D.

 

Valuation SummaryValuation Summary (1) Based on capitalization rate range of 5.9% to 7.1% using 2007E NOI; Precedents are Arden, Carr, Prentiss and Trizec; $234 million of land and other asset value in Management Assets is added to capitalized operating property values $1,845$2,172$1,621$1,804$1,716$1,938$1,438$1,590$1,475$1,660$1,200$1,600$2,000$2,400Precedent TransactionCapitalization RatesStandalone w/ MergerPremium - High LeverageStandalone w/ MergerPremiu m- Low LeverageStandalone Company -High LeverageStandalone Company -Low LeverageManagement Bid$2,109(1)Average Cap Rate

 

Table of Contents Executive Summary Transaction Overview Valuation Precedent Transactions – Capitalization Rates Standalone Company Comparable Company Multiples Valuation Summary Appendix Reckson Associates Realty Corp. A. B. C. D.

 

Appendix Comparable Company Analysis CBD Office – Company DescriptionsSource: Equity Research & Company Filings CompanyTickerDescriptionBoston PropertiesBXPBoston Properties engages in the ownership, management, and development of office properties primarily located in four markets: Boston, Washington, D.C., midtown Manhattan, and San Francisco. As of December 31, 2005, the Company's portfolio consisted of 121 properties comprising approximately 42.0 million square feet, including three properties under construction and one expansion project.Brookfield PropertiesBPOBrookfield Properties Corporation engages in the ownership, development, and management of premier commercial properties. Its commercial property portfolio is focused in seven North American cities, including New York, Boston, Washington, D.C., Toronto, Calgary, Denver, and Minneapolis. In addition the company operates a development business that includes commercial development sites in Toronto and Manhattan. Additionally, it owns a land development and housing operation. The portfolio comprises 66 commercial properties totaling 48 million square feet.Maquire PropertyMPGMaguire Properties engages in the ownership, management, acquisition, and development of office and properties primarily in California. The portfolio comprises 22 office and retail projects covering approximately 5 million square feet, one hotel and various parking lots and garages.SL Green RealtySLGSL Green engages in the ownership, management, acquisition, leasing, and repositioning of commercial office properties in Manhattan. As of December 31, 2005, the Company owned 28 office properties totaling 18.2 million square feet.VornadoVNOVornado Realty owns 111 office properties aggregating approximately 30.7 million square feet in the New York City metropolitan area, as well as in the Washington D.C. and Northern Virginia area; 111 retail properties in 9 states and Puerto Rico aggregating approximately 16.2 million square feet; and 10 properties in 6 states approximately 9.5 million square feet of showroom and office space. In addition, the company owned 47.6% interest in Americold Realty Trust, which owned and operated 85 cold storage warehouses; 32.95% interest in Toys “R” Us, Inc, and various other investments and marketable securities. The company also offers mezzanine loans to real estate related companies. In aggregate, the company owns and/or manages approximately 735 properties containing 87 million square feet.

 

Comparable Company Analysis Suburban Office – Company DescriptionsAppendix Source: Equity Research & Company Filings CompanyTickerDescriptionBrandywine RealtyBDNBrandywine Realty Trust engages in the acquisition, development, redevelopment, management, and leasing of office and industrial properties. The company owns properties in Philadelphia, New Jersey and Richmond, Virginia. Brandywine owns 227 office properties, 23 industrial facilities and one mixed-use property containing an aggregate of approximately 19.6 million net rentable square feet. Corporate Office PropertiesOFCCorporate Office Properties Trust engages in the ownership, management, leasing, acquisition, and development of suburban office properties. Corporate Office Properties Trust has a joint venture with Opportunity Invest LLC to acquire warehouse properties primarily within Greater Washington DC submarkets that would be redeveloped into Class A office space. The Company currently owns 184 office properties totaling 14.6 million rentable square feet, which includes 18 properties totaling 885,000 square feet held through joint ventures.Crescent R.E.CEICrescent Real Estate Equities through its subsidiaries and joint ventures, owns and manages a portfolio of premier office buildings with concentrations in Dallas, Houston, Austin, Denver, Miami and Las Vegas. The company also invests in resorts and spas, business-class hotels, and upscale residential developments. Crescent owns and manages a portfolio of 75 premier office buildings totaling 31 million square feet. Highwoods PropertiesHIWHighwoods Properties engages in the ownership and operation of suburban office, and industrial and retail properties. Highwood’s properties and development land is located in Raleigh, Atlanta, Tampa, Kansas City, Nashville, Piedmont, Richmond, Memphis, Charlotte, Greenville, Columbia and Orlando. The Company owns or has an interest in 447 properties covering approximately 37 million square feet.HRPT PropertiesHRPHRPT Properties engages in the ownership and operation of real estate, including office buildings and leased industrial land. HRP owns 442 properties with 55.0 million square feet, including almost 18 million square feet.

 

Comparable Company Analysis Suburban Office – Company Descriptions (continued)Appendix Source: Equity Research & Company Filings CompanyTickerDescriptionKilroyKRCKilroy Realty engages in the ownership, operation, development, and acquisition of Class A suburban office and industrial real estate in suburban submarkets, primarily in southern California. As of December 31, 2005, the company’s portfolio of properties comprised 86 office buildings and 47 industrial buildings encompassing an aggregate of approximately 7.9 million and 4.6 million rentable square feet, respectively. In addition, it owned approximately 69.5 acres of undeveloped land, as of the above date. Liberty PropertyLRYLiberty Property provides leasing, property management, development, acquisition, and other tenant-related services for a portfolio of industrial and office properties. The trust’s industrial properties consist of various warehouse, distribution, service, assembly, light manufacturing, and research and development facilities. Properties are located primarily in the Mid-Atlantic, southeastern and midwestern United States. Liberty's 64-million-square-foot portfolio includes more than 700 properties.Mack-Cali RealtyCLIMack-Cali Realty engages in the leasing, management, acquisition, development, and construction of commercial real estate properties. As of December 21, 2005, the company owned or had interests in 270 properties, primarily office and office/flex buildings, totaling approximately 30.0 million square feet, and developable land. Its properties also include industrial/warehouse buildings, retail properties, a hotel, and parcels of land leased. Mack-Cali Realty has properties in seven states, primarily in the northeastern United States, as well as in the District of Columbia. Parkway PropertiesPKYParkway Properties engages in the operation, acquisition, ownership, management, and leasing of office properties. It operates and invests principally in office properties in the southeastern and southwestern United States and Chicago. Tenants encompass various industries, including government agencies, banking, professional services, energy, financial services, and telecommunications. Parkway owns or has an interest in 66 office properties located in 11 states covering approximately 12.2 million rentable square feet.

 

Comparable Company Analysis National & Specialty Office – Company DescriptionsAppendix Source: Equity Research & Company Filings CompanyTickerDescriptionAlexandria Real Estate EquitiesAREAlexandria Real Estate Equities engages primarily in the ownership, operation, management, acquisition, expansion, and development and redevelopment of properties, which consist of a combination of office and laboratory space. The company’s properties are designed and improved for lease primarily to pharmaceutical, biotechnology, life science product and service companies, universities, and related government agencies. The portfolio consists of 136 properties comprising approximately 8.9 million square feet.BioMed Realty TrustBMRBioMed Realty Trust engages in acquiring, developing, owning, leasing, and managing laboratory and office space for the life science industry. The company serves biotechnology and pharmaceutical companies, scientific research institutions, government agencies, and other entities involved in the life science industry. Properties are located in San Diego, San Francisco, Seattle, Maryland, Pennsylvania, and New York. At December 31, 2005, the portfolio consisted of 39 properties, which included 62 buildings with an aggregate of approximately 4.8 million rentable square feet.Equity Office PropertiesEOPEquity Office Properties engages in the ownership and operation of office properties. The trust owns substantially all of its assets and conducts its operations through EOP Operating Limited Partnership, which principally engages in owning, managing, leasing, acquiring, and developing office properties. The total office portfolio consists of 623 buildings comprising 111.2 million square feet.

EX-99.(C)(4)

Exhibit (c)(4)

The following exhibit has been edited solely to remove the actual names of the potential bidders.

Searchable text section of graphics shown above

[LOGO]

Presentation to the Board of RRR

10-July-2006

Table of Contents

I.	Executive Summary
II.	Office REIT Market Overview
III.	RRR Overview
IV.	Standalone Valuation
V.	Pricing Analysis
VI.	Process Overview

The following pages contain material provided to the Board of Directors of RRR (“RRR”) by Citigroup Global Markets Inc. (“Citigroup”) and Goldman Sachs (“GS”) in connection with the Board’s strategic evaluation process.  No third party may rely upon or use the following materials nor may such materials be used for any other purpose.  The accompanying material was compiled or prepared on a confidential basis solely for the benefit and use of the Board of Directors of RRR in connection with the oral briefing being provided by Citigroup and GS in connection therewith and not with a view toward public disclosure under any securities laws or otherwise.  The information contained in this material was obtained from RRR and other sources.  Any estimates and projections contained herein have been prepared or adopted by the management of RRR, obtained from public sources, or are based upon such estimates and projections, and involve numerous and significant subjective determinations, and there is no assurance that such estimates and projections will be realized.  Citigroup and GS do not take responsibility for such estimates and projections, or the basis on which they were prepared.  No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future.  In preparing this material, Citigroup and GS, with your consent, assumed and relied, without assuming any responsibility for independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with Citigroup and GS and upon the assurances of the management of RRR that they are not aware of any relevant information that has been omitted or that remains undisclosed to Citigroup or GS.  This material was not prepared for use by readers not as familiar with the businesses and affairs of RRR as the Board of Directors of RRR and, accordingly, none of RRR, Citigroup, GS or any of their respective legal or financial advisors or accountants take any responsibility for the accompanying material if used by persons other than the Board of Directors of RRR.  This material is necessarily based upon information available to Citigroup and GS, and financial, stock market and other conditions and circumstances existing and disclosed to Citigroup and GS as of the date of the material.  Citigroup and GS do not have any obligation to update or otherwise revise the accompanying material.  This material may not be reproduced, disseminated, quoted or referred to, in whole or in part, or used for any other purposes, without the prior written consent of Citigroup and GS.

I.Executive Summary

1

Executive Summary

The RRR (the “Company”) Board is being asked by its management to determine whether the Company should move forward with a process to explore a sale of the Company.  Key issues that the Board should consider include:

•Is now the right time to sell the Company?

•Current deal environment is extremely attractive

•Abundance of capital in the private market chasing down large real estate deals

•Range of valuation metrics as standalone company

•Future growth prospects of the Company

•What type of process to run?

•Exclusivity vs. 4-5 logical buyers vs. full auction process

•Timing

•Who are the likely credible buyers to contact?

•Impact of a sale process on the Company

•Next steps

•Proposed timetable

•Due diligence

2

II.Office REIT Market Overview

3

Office REIT Market Overview

In the last twelve months, the Office REIT subsector was one of the best performing subsectors in the REIT universe with a total return of approximately 30%(2)

•Over the past five years, the average comparable, east coast Office REIT(1) forward FFO multiple has increased from 8.3x to 16.1x(2)

•Most Office REITs are trading at or near 52 week highs(2)

•Most Office REITs are trading at premium above their Wall Street average NAV(2)

•There have been five $1.0 billion+ deal in the Office REIT space done in the last year

•Private market transactions in the New York metro area continue to be robust:

•1211 Avenue of Americas – Sold for $1.52 bn in July 2006, with an assumed 4.5% going-in cap rate and a 6.5% unlevered IRR(3)

•44 S. Broadway (White Plains) – Sold for $180.0 mm, with an assumed 5.6% going-in cap rate and a 6.82% unlevered IRR(3)

(1) Includes SLG, OFC, RA, EOP, CLI & BDN

(2) Source:  IBES Consensus Estimates, Factset

(3) Per management estimates

4

REIT Transaction Environment

•REIT privatization environment has been very active, benefiting from a number of factors

•Excess capital from pension and opportunity funds

•Gap between strong private market valuations and public market valuations

•Strong stock price valuations relative to historic levels

•Low interest rates

•Aggressive financing environment

•Significant public company expenses

•After many quiet years in the office REIT sector, the last year saw five significant office transactions

•	Blackstone Group/Brookfield Properties	[GRAPHIC]	Trizec Properties/Trizec Canada	$	8.9	billion
•	Blackstone Group	[GRAPHIC]	CarrAmerica Realty	$	5.3	billion
•	GECC/Trizec Properties	[GRAPHIC]	Arden Realty	$	4.7	billion
•	Brandywine Realty	[GRAPHIC]	Prentiss Properties	$	3.6	billion
•	DRA Advisors	[GRAPHIC]	CRT Properties	$	1.8	billion

5

Recent Office REIT M&A Activity

•Blackstone Group/Brookfield acquisition of Trizec Properties/Trizec Canada (announced 6/5/06)

•17.9% premium to previous day’s closing price

•Class A and B assets in Atlanta, Chicago, Dallas, Houston, Los Angeles, New York and Washington, D.C.

•All cash deal with a 5.6% implied cap rate(1)

•Blackstone Group’s acquisition of CarrAmerica Realty (announced 3/6/06)

•Class A assets in Washington D.C, Southern & Northern California, Texas, Seattle, Portland, Denver and Salt Lake City

•8.9% premium to previous day’s closing price

•All-cash deal with a 6.2% implied cap rate(1)

•GECC’s acquisition of Arden (announced 12/22/05)

•Southern California office, with asset quality ranging from A to B / B-(1)

•-3.7% discount to previous day’s closing price

•All-cash deal with a 6.0% implied cap rate(1)

•Trizec purchased 13 properties from Arden’s portfolio comprising approximately 4 million square feet

•Brandywine’s acquisition of Prentiss (announced 10/3/05)

•Class A and B assets in D.C., Dallas, Austin, Oakland and Southern California

•5.8% premium to previous day’s closing price

•Cash / stock consideration with a 6.6% implied cap rate(1)

•Prudential purchased $753 million of Prentiss assets in Denver, Washington, DC, and California

•DRA’s acquisition of CRT (announced 6/17/05)

•Class A and B office in Atlanta, Houston, Orlando and Jacksonville

•15.4% premium to previous day’s closing price

•All-cash deal with a 7.8% implied cap rate(1)

(1) Source: Green Street Advisors

6

III.RRR Overview

7

RRR Overview

Key Observations

•On a total return basis and since its IPO, RRR has outperformed its peer group of Office REITs(1), the MSCI REIT Index and the S&P 500(2)

•Since its restructuring announced on 10 September 2003, RRR has likewise outperformed its peers on a total returns basis(2)

•Wall Street research analyst have responded positively to the corporate restructuring program announced in September 2003

•RRR is currently trading at a 7.3% premium to Wall Street consensus NAV(3)

•The average Wall Street analyst share price target is $44.00(3)

•RRR’s historical Price / FFO and AFFO multiples have historically been in the middle to top of its peer group range(2)

(1) Office REIT Index is a market-cap weighted index including AFR, BDN, BXP, CRE, CEI, CLI, EOP, MPG, SLG, TRZ, VNO

(2) Source:  Factset, IBES Consensus

(3) Source:  Factset, SNL Financial

8

Comparison of Selected US Office REITs

Sorted by 2006E FFO Multiple

($ in millions, except per share data)

	Closing	% of 52				Total
	Price	Week		Dividend		Market		Enterprise		Net Debt +		FFO Multiples(2)				AFFO Multiples
	07/07/06	High		Yield		Cap		Value (EV)		Preferred / EV		2006E		2007E		2006E		2007E
SL Green Realty	110.29	100.0		2.2		5,007		8,091		37.7		24.3		22.3		33.7		29.2
Kilroy Realty Corp.	72.09	92.7		2.9		2,356		3,476		32.2		22.5		20.9		28.6		28.4
Boston Properties	92.00	95.0		3.0		12,361		17,423		29.1		21.8		20.9		28.1		26.7
Corporate Office Properties	42.44	92.6		2.6		2,068		3,668		43.6		20.7		18.4		27.2		24.0
Cousins Properties	30.61	90.1		4.8		1,553		2,467		36.0		19.7		16.9		23.7		20.0
Vornado	98.35	99.4		3.3		15,407		25,428		39.4		19.3		18.2		23.0		22.9
RRR	41.86	90.8		4.1		3,611		5,980		35.2		17.8		15.5		29.1		24.9
Alexandria Real Estate	90.31	93.0		3.1		2,057		3,806		45.4		17.5		16.1		20.2		18.3
Brookfield Realty	32.42	94.9		2.3		7,501		14,335		47.3		17.2		15.8		20.9		19.2
Biomed Realty Trust Inc.	30.11	99.5		3.9		1,768		2,007		11.9		17.1		14.9		19.7		16.9
Washington REIT	36.94	95.4		4.5		1,558		2,305		32.3		16.8		15.9		22.3		20.2
Equity Office Properties	36.68	99.8		3.6		14,981		30,827		46.9		16.7		15.8		29.8		27.8
Maguire Properties	36.03	98.5		4.4		1,935		4,868		60.2		16.2		14.4		27.1		21.6
Crescent Real Estate Equities	18.92	87.0		7.9		1,924		4,374		56.0		14.8		11.0		16.9		11.4
Liberty Property	44.40	90.6		5.5		4,099		6,515		37.1		14.1		13.5		17.9		16.9
Glenborough Realty Trust	21.79	98.7		5.0		765		1,642		53.4		13.7		12.8		17.9		19.5
Mission West	10.89	91.5		5.9		1,139		1,464		22.2		13.4		19.3		15.1		21.4
Mack-Cali Realty	46.07	95.6		5.5		3,584		5,763		37.8		12.8		12.9		17.9		17.8
Brandywine Realty	31.61	96.6		5.6		3,003		6,073		50.5		12.6		12.0		19.5		18.2
Parkway Properties	45.01	84.0		5.8		638		1,406		53.9		11.0		11.1		22.5		19.3
American Financial Realty Trust	9.65	61.3		11.2		1,249		4,168		70.0		7.3		9.2		14.4		16.4
High		100.0	%	11.2	%	$	15,407	$	30,827	70.0	%	24.3	x	22.3	x	33.7	x	29.2	x
Mean		92.7	%	4.6	%	$	4,217	$	7,433	41.8	%	16.5	x	15.6	x	22.6	x	21.0	x
Median		94.9	%	4.4	%	$	2,068	$	4,374	39.4	%	16.8	x	15.8	x	22.3	x	20.0	x
Low		61.3	%	2.2	%	$	638	$	1,406	11.9	%	7.3	x	9.2	x	14.4	x	11.4	x

Source: Latest publicly available financial statements

(1) Equity Market Cap based on basic shares and units outstanding

(2) All projected FFO estimates have been calendarized. FFO numbers based on IBES median estimates (including RRR)

9

RRR Stock Price Performance

IPO – Present

[CHART]

(1) Source: Factset, Bloomberg

10

Total Stock Return

IPO to Present

[CHART]

Source: Factset

Note: Total returns include dividends. Office REIT Index is a market-cap weighted index including AFR, BDN, BXP, CRE, CEI, CLI, EOP, MPG, SLG, TRZ, VNO

11

Since Corporate Restructuring – Announced 9/10/03

[CHART]

Source: Factset

Note: Total returns include dividends. Office REIT Index is a market-cap weighted index including AFR, BDN, BXP, CRE, CEI, CLI, EOP, MPG, SLG, TRZ, VNO

12

Since 52-Week High (3/30/06)

[CHART]

Source: Factset

Note: Total returns include dividends. Office REIT Index is a market-cap weighted index including AFR, BDN, BXP, CRE, CEI, CLI, EOP, MPG, SLG, TRZ, VNO

13

Historical Forward FFO Multiples

Comparable East Coast Office REITs

[CHART]

(1) Source: Factset, IBES Consensus estimates

14

NAVs and Cap Rates

Comparable Office REITs

RRR is trading at a 7.3% premium to Street Consensus NAV

	Closing Price as of			Street Average NAV		Premium/(Discount) to Street		Green Street Implied
Company	7/07/06		Green Street NAV(1)	Estimate(2)		NAV		Nominal Cap Rate
Corporate Office Properties	$	42.44	NA	$	35.22	20.5	%	NA
SL Green	110.29		96.50	93.16		18.4	%	4.6	%
Brookfield Properties	32.42		29.50	29.54		9.7	%	5.6	%
Boston Properties	92.00		83.25	84.74		8.6	%	5.1	%
Reckson Associates	41.86		39.00	39.00		7.3	%	5.3	%
Equity Office Properties	36.68		37.25	34.22		7.2	%	6.2	%
Brandywine Realty	31.61		NA	29.59		6.8	%	NA
Kilroy Realty Corp.	72.09		68.50	68.19		5.7	%	5.5	%
Highwoods Properties	36.21		38.00	35.76		1.3	%	7.5	%
Mack-Cali Realty	46.07		49.50	46.34		-0.6	%	7.3	%
Arden Realty(3)	38.67		41.11	39.89		-3.1	%	NM
CarrAmerica Realty(4)	37.11		43.00	39.07		-5.0	%	6.2	%
				High		20.5	%	7.5	%
				Mean		6.4	%	5.9	%
				Median		7.0	%	5.6	%
				Low		-5.0	%	4.6	%

(1)As per Green Street Advisors

(2)As per SNL DataSource and Green Street Advisors

(3)Arden stock price and NAV estimates as of 7 September 2005, which represents the approximate day prior to public merger speculation

(4)CarrAmerica stock price and NAV estimates as of 16 February 2006, which represents the approximate day prior to public merger speculation

15

Summary of Research Analysts’ Ratings

		NAV				Implied
				Premium / (Discount) to		Nominal		Target		2006E		2007E
Bank	Stock Rating	Estimate		NAV		Cap Rate		Share Price		FFO		FFO		Date
Green Street Advisors	Sell	$	39.00	7.3	%	5.3	%	—		$	2.52	$	2.73	6/7/06
Deutsche Bank Securities	Buy	—		—		—		46.00		2.40		2.70		3/3/06
Goldman, Sachs & Co.	Hold	—		—		—		—		2.39		2.72		5/4/06
Banc of America Securities	Buy	39.25		6.6	%	—		44.00		2.37		2.64		5/5/06
RBC Capital Markets	Buy	40.00		4.7	%	—		42.00		2.37		2.71		5/19/06
J.P. Morgan Securities Inc.	Buy	—		—		—		—		2.35		2.62		5/5/06
Merrill Lynch & Co.	Hold	38.00		10.2	%	—		—		2.27		2.70		5/4/06
Stifel Nicolaus & Co.	Buy	38.76		8.0	%	5.6	%	—		2.24		2.64		5/26/06
Average / Consensus		$	39.00	7.3	%	5.45	%	$	44.00	$	2.36	$	2.68

Source: As per SNL DataSource

16

Selected Research Analyst Commentary

Green Street Advisors

08-Mar-2006

•While CEO Scott Rechler and his team have done an admirable job over the past 1-2 years, a key question for REIT investors is whether they can find a sufficient amount of high-quality external growth opportunities to justify the pricing premium being accorded by the market

Lehman Brothers

29-June-2006

•RRR trades at a relative discount to its peers and is, in our opinion, a value play on the Metro NYC markets.  Additionally, RRR is well positioned to capture any “flight to the suburbs” caused by rent spikes in Manhattan, as well as any RE portfolio rationalization executed by sophisticated global corporations with a variety of space needs

RBC Capital Markets

19-May-2006

•After some unsuccessful forays into non-real estate ventures such as RSVP and Frontline during the internet era, streamlining its industrial portfolio, fewer family members in management and a successful entry into Manhattan through the Tower acquisition, RRR seems to be finally settling down well

•We expect RRR to produce above-average performance in Long Island and New York City, with modest improvements in Connecticut, Westchester and New Jersey, in the last quarter of 2006. With 30% of expirations located in NYC/New Jersey, we expect leases to be up in the 7-10% range for the rest of 2006 as supply of premium space is limited

JPMorgan

05-May-2006

•RRR’s New York City metropolitan area exposure combined with its attractive investment opportunities and our positive bias toward the office property group warrants an Overweight rating, in our view

•We think the company still represents exposures we favor in the REIT group, mainly the New York metro office markets at a discounted multiple

•We believe that FFO growth in the next couple of years should average 200-300 basis points above its peers, and the dividend deficit should shrink by the end of 2007

17

IV.Standalone Valuation

18

Preliminary Valuation Overview

Summary

In conducting our preliminary valuation analysis, we utilized the following methodologies, based upon Management projections:

•Net Asset Value Analysis

•Trading FFO Multiples Analysis

•Three-Year Discounted Cash Flow Analysis

•Five-Year Discounted Cash Flow Analysis

19

Management NAV Analysis

Note:  Pro Forma for Sale of Tranche III to LPT

($ and SF in millions, except per share and per SF amounts)

							Pro Rata
					Pro Rata		Share of
		Current		Pro Rata	Share of		Capitalized		Implied
State	Asset Pool	Ownership		Sq. Ft.	2007E NOI (1)		NOI (1) (2)		Cap Rate (1)		Value
Connecticut	Strategic	87.6	%	1.1	$	18.6	$	18.8	6.25	%	$	300.2
	A-LPT	25.0		0.2	2.1		2.5		8.27		30.7
Long Island	Strategic	90.2		2.9	45.3		43.8		6.64		660.2
	Core Plus	100.0		0.7	9.8		10.7		7.40		144.1
	A-LPT	25.0		0.3	4.6		4.2		6.62		63.2
New Jersey	Strategic	88.3		0.9	20.6		22.7		6.11		371.2
	Core Plus	100.0		1.4	16.9		16.8		6.75		248.4
	A-LPT	25.0		0.1	1.9		1.9		7.84		23.7
New York		69.9		3.8	102.4		105.8		5.33		1,986.5
Westchester	Strategic	100.0		1.8	28.9		30.8		6.29		490.1
	Core Plus	94.7		1.8	23.2		28.2		6.43		439.1
	A-LPT	25.0		0.2	3.1		3.1		8.25		37.1
GROSS REAL ESTATE VALUE		76.0	%	15.3	$	277.3	$	289.2	6.03	%	$	4,794.4
Inactive Development Properties (3)											$	101.7
Active Developmental Properties (4)											96.6
Investments in RSVP											55.2
Investment in JVs											5.0
Investments in Notes Receivable											169.0
Cash and Cash Equivalents (5)											52.7
Tenant Receivables											16.3
Prepaid Expenses and Other Assets (6)											45.8
Contract Deposits											0.3
FF&E											12.9
Value of Australia LPT Management											11.0
Total Other Assets											$	566.5
GROSS ASSET VALUE											$	5,360.9
TOTAL LIABILITIES (7)											$	2,097.1
NET ASSET VALUE											$	3,263.8
Diluted Shares and Units Outstanding											86.8
NET ASSET VALUE PER SHARE											$	37.60
NET ASSET VALUE PER SHARE Based on Replacement Cost (1)											$	55.00

20

Footnotes

Note: Reflects Tranche III assets at 25% ownership interest and TIAA JV assets at current ownership interest (51%)

(1)Per Management estimates

(2)Represents NOI for year in which property achieves stabilization, per Management estimates

(3)Assumes a multiple of 1.25x cost, except for Giralda Farms - Chatham, which is valued at 2.00x cost

(4)Represents the NPV of the 3 active development properties (7 Landmark Square, University Square and 103 Corporate Drive) at a discount rate of 15.0% per Management estimates.  Reckson Executive Park 7, 4 Giralda Farms - Madison and 11 Giralda Farms - Chatham are valued at $60.00 PSF per Management estimates

(5)3/31/06 cash balance adjusted for the sale of 75% interest in Tranche III assets to AUS LPT for net proceeds of $36.2mm, net cash outflows of $18.4mm related to development projects during the remainder of 2006 and $7.8 mm of other estimated transaction related disbursements

(6)Reflects reduction in other assets of $88.0mm related to cash used to reduce the line of credit balance at 3/31/06 from $180.0mm to $92.0mm.  Other assets is also reduced by non cash items totaling $46.0mm per Management estimates

(7)Includes pro rata share of consolidated and unconsolidated mortgage debt, unsecured debt, convertible debentures, and line of credit totaling $1,910.9 mm.  Also includes preferred stock of $1.2mm and Other Liabilities consisting of accrued expenses, deferred revenue and dividends payable totaling $185.0mm

21

		Est.	Total Square
		Completion	Feet at	Est. Costs		Stabilized
Projects in Development	Location	Date (1)	Completion (1)	Remaining (1)		Cashflow (1)		Value (2)
7 Landmark Square	Stamford, CT	12/31/2006	37,000	$	4.9	$	0.9	$	4.8
University Square	Princeton, NJ	12/31/2006	300,000	44.9		7.5		34.5
103 Corporate Park Drive	Westchester	12/31/2007	67,207	10.0		1.5		4.9
Reckson Executive Park Building 7	Westchester	12/31/2007	300,000	60.9		8.3		18.0
4 Giralda Farms - Madison Township	NJ	6/30/2008	448,000	111.3		13.4		26.9
11 Giralda Farms - Chatham Township	NJ	12/31/2008	125,000	34.8		3.8		7.5
Total			1,277,207	$	266.8	$	35.3	$	96.6

Projects Carried at Cost	Location	Current Cost(3)		Valuation Multiple(1)		Value
734 Washington Blvd.	Connecticut	$	1.2	1.25	x	$	1.4
East Patchogue	LI	3.3		1.25		4.2
Reckson Plaza Land	LI	19.9		1.25		24.9
AIP 45	LI	1.1		1.25		1.4
Eagle Rock III	NJ	6.5		1.25		8.1
Giralda Farms - Chatham Township	NJ	7.6		2.00		15.2
Valhalla Office Park	Westchester	37.1		1.25		46.3
Contract Deposits		0.2		1.25		0.2
Total Land Value						$	101.7
Total Estimated Development Value						$	198.3
Estimated Book Value as of 3/31/06						163.3
Implied Premium to Book Value						21.4		%

(1)Per Management estimates

(2)Value for 7 Landmark Square, University Square and 103 Corporate Park Drive based on NPV using Management estimates of future development costs, operating income based on 10.0% cash yield on construction costs and lease-up period of 1.0 -1.5 years, a terminal value based on 2012 NOI (10.0% cash yield on cost) capitalized at weighted average rate of 6.5% and a discount rate of 15%, per Management estimates. Value of Reckson Executive Park Building 7, 4 Giralda Farms - Madison and 11 Giralda - Farm Chatham that are valued at $60.00 PSF based on Management estimates

(3)Book value as of 3/31/06

22

Trading FFO Multiple Sensitivity

Based Upon Management Projections – Values Not Discounted to Present

Multiple of FFO / Share

	FFO / Share(1)
	2006E		2007E		2008E		2009E		2010E		2011E
	$ 2.37		$ 2.62		$ 2.90		$ 3.28		$ 3.44		$ 3.61
11.5 x	$	27.22	$	30.19	$	33.38	$	37.70	$	39.58	$	41.56
12.5 x	29.59		32.81		36.28		40.97		43.02		45.17
13.5 x	31.95		35.44		39.19		44.25		46.46		48.79
14.5 x	34.32		38.06		42.09		47.53		49.91		52.40
15.5 x	36.69		40.69		44.99		50.81		53.35		56.01
16.5 x	39.06		43.31		47.89		54.09		56.79		59.63
17.5 x	41.42		45.94		50.80		57.36		60.23		63.24
18.5 x	43.79		48.56		53.70		60.64		63.67		66.86

•RRR currently trades at 17.8x 2006E FFO and 15.5x 2007E FFO(2)

•Comparable east coast Office REIT’s(3) have historically traded at an 11.5x forward multiple over the prior five year period(2)

•The current median US Office REIT 2006E FFO multiple is 16.8x and 2007E FFO multiple is 15.8x(2)

(1)	Source: FFO projections through 2009 as per Company management (excludes LTIP Special Out-performance Award). For 2010 and 2011, FFO has been grown at an assumed 5.0%, per Management
(2)	Source: Factset, IBES Consensus Estimates
(3)	Comparable east coast Office REITs include SLG, OFC, RA, EOP, CLI & BDN

23

Discounted Cash Flow Analysis

3-Year – Based Upon Management Projections

Three-Year Discounted Cash Flow to Investors	2007		2008		2009
Projected Dividends / Share(1)	$	1.70	$	1.77	$	1.84
2009E FFO / Share(2)	3.28
Residual Implied Per Share Value at Reckson’s Current 2007E Multiple (15.5x)	50.81
Present Implied Per Share Value @ 9% discount rate	$	1.56	$	1.49	$	40.65
Implied Value Per Share (3)	$	43.70

Multiple of 2009E FFO / Share

	Discount Rate
	7.0%		8.0%		9.0%		10.0%		11.0%
12.5 x	$	38.08	$	37.07	$	36.10	$	35.17	$	34.27
13.5 x	40.75		39.68		38.64		37.63		36.67
14.5 x	43.43		42.28		41.17		40.10		39.06
15.5 x	46.11		44.88		43.70		42.56		41.46
16.5 x	48.78		47.48		46.23		45.02		43.86
17.5 x	51.46		50.08		48.76		47.48		46.25
18.5 x	54.13		52.69		51.29		49.95		48.65

(1)	Source: Management. Assumes a 4.0% dividend growth rate per year, starting in 2008 (per Management)
(2)	Source: Management. Excludes recognition of LTIP Special Out-performance Award
(3)	Assumes discounting using a 9.0% discount rate per Management and based upon precedent transactions. Model discounts to 12/31/06

24

5-Year – Based Upon Management Projections

Five-Year Discounted Cash Flow to Investors	2007		2008		2009		2010		2011
Projected Dividends / Share(1)	$	1.70	$	1.77	$	1.84	$	1.91	$	1.99
2011E FFO / Share(2)									3.61
Residual Implied Per Share Value at Reckson’s Current 2007E Multiple (15.5x)									56.01
Present Implied Per Share Value @ 9% discount rate	$	1.56	$	1.49	$	1.42	$	1.35	$	37.70
Implied Value Per Share (3)	$	43.52

Multiple of 2011E FFO / Share

	Discount Rate
	7.0%		8.0%		9.0%		10.0%		11.0%
12.5 x	$	39.72	$	38.05	$	36.47	$	34.98	$	33.56
13.5 x	42.29		40.51		38.82		37.22		35.70
14.5 x	44.87		42.97		41.17		39.46		37.85
15.5 x	47.45		45.43		43.52		41.71		39.99
16.5 x	50.02		47.89		45.87		43.95		42.13
17.5 x	52.60		50.35		48.22		46.19		44.28
18.5 x	55.18		52.81		50.56		48.44		46.42

(1)	Source: Management. Assumes a 4.0% dividend growth rate per year, starting in 2008 (per Management)
(2)	Source: Company management. Excludes recognition of LTIP Special Out-performance Award. FFO projections beyond 2009 estimated by applying a 5.0% growth, per Management
(3)	Assumes discounting using a 9.0% discount rate per Management and based upon precedent transactions. Model discounts to 12/31/06

25

V.Pricing Analysis

26

Pricing Analysis

Summary

In addition to the standalone value analysis, the Board should also consider the following to understand at what price a potential buyer would consider paying for the Company:

•Comparable Transactions Analysis

•Stock Trading History

•One Year

•Since 52-Week High

•Illustrative Sponsor Returns Analysis

•Public REIT Ability to Pay Analysis

•Interest Rates

•Net Asset Value & Replacement Costs

27

Recent REIT Transactions

																			AMLI
			Pan Pacific								Bedford				Town &		Centerpoint		Residential
	RRR at		Retail		Heritage		Trizec		CarrAmerica		Property		Arden		Country		Properties		Properties		CRT
	$45.00		Properties		Properties		Properties		Realty		Investors		Realty		Trust		Trust		Trust		Properties
Premium on Announcement(1)	7.5	%	0.0	%	3.3	%	17.9	%	8.9	%	10.5	%	-3.7	%	35.1	%	9.6	%	20.7	%	15.4	%
Premium to 30-day Average(1)	13.7	%	3.7	%	7.2	%	21.1	%	17.3	%	18.2	%	-1.3	%	35.1	%	10.0	%	19.9	%	19.4	%
Premium to 90-day Average(1)	9.4	%	4.6	%	0.3	%	19.3	%	25.3	%	19.0	%	7.9	%	40.1	%	15.3	%	20.1	%	22.7	%
Premium/ (Discount) to 52-Week High	-2.4	%	-5.1	%	-10.2	%	10.1	%	7.9	%	9.9	%	-4.0	%	31.4	%	0.1	%	13.0	%	15.4	%
Premium to Street Average NAV(2)	16.6	%	-1.2	%	-7.9	%	12.7	%	17.4	%	27.1	%	17.0	%	33.8	%	42.4	%	2.0	%	15.8	%
Premium to Green Street NAV	15.4	%	3.6	%	-6.8	%	7.4	%	11.2	%	NA		10.4	%	24.7	%	57.2	%	2.0	%	NA
Implied Forward FFO Multiple(3)	19.0	x	17.5	x	13.3	x	17.7	x	17.0	x	17.3	x	17.7	x	21.0	x	17.9	x	17.9	x	13.6	x
Implied Nominal Cap Rate(4)	5.3	%	NA		NA		5.6	%	6.2	%	6.4	%	6.0	%	NA		NM		6.0	%	7.8	%

(1) Source: FactSet. RRR data based on closing prices on July 7, 2006

(2) Source: SNL DataSource & Green Street Advisors

(3) Based on IBES median forward FFO estimates at the time of announcement, except RRR which is as per Management

(4) Source: Green Street, except for CRT Properties (Stifel Nicolaus)

28

Shares Traded at Various Prices

RRR Stock Price – One Year

[CHART]

Source: Factset

29

RRR Stock Price – March 29, 2006 (52 Week High) to Current

[CHART]

Source: Factset

30

Illustrative Sponsor Acquisition Analysis

Portfolio Overview at $45.00 per Share

($ & Sq. Ft. in millions, except per SF data)

		2008E - 2011E CAGR												Implied 2007E		Implied 2008E
	Pro Rata	Pro Rata				Pro Rata		Pro Rata		Implied RE				Going In Cap		Going In Cap
Location	Sq. Ft.	Cash Flow		Pro Rata NOI		2007E NOI (1)		2008E NOI (1)		Value (2)		PSF		Rate (3)		Rate (3)
Connecticut	1.26	10.2	%	11.5	%	$	19.8	$	22.7	$	363.5	$	287.6	5.46	%	6.23	%
Long Island	3.66	6.9		4.5		55.8		59.8		941.9		257.6		5.92		6.35
New York City (exclusive of One Court Square)	3.42	5.5		5.0		98.1		115.3		2,129.4		623.0		4.61		5.42
One Court Square	0.42	0.9		0.9		9.2		9.3		153.0		363.9		6.00		6.05
New Jersey	2.47	4.2		4.8		38.6		48.1		731.5		295.9		5.27		6.58
Westchester	3.75	7.9		6.0		53.1		64.9		1,108.0		295.9		4.80		5.86
RA AU-LPT	0.83	4.2		4.2		11.4		12.4		175.6		211.3		6.50		7.04
Total 4 and Weighted Average	15.81	6.1	%	5.4	%	$	286.0	$	332.5	$	5,602.8	$	354.5	5.11	%	5.93	%
	2007E Going In Cap Rate (w/ Trans. Cost) (5)													4.89	%

Note: Reflects Tranche III assets at 25% ownership interest and TIAA JV assets at 100% ownership

(1)Per Management estimates

(2)Represents implied real estate value based on a stock price of $45.00 per share (excluding transaction costs). Allocations of value to individual assets are based on each asset’s contribution to the Company’s NAV estimate

(3)Calculated based on pro rata 2007E and 2008E NOI and implied real estate values, excluding transaction costs

(4)Total for pro rata sq. ft., pro rata NOI and implied real estate values

(5)Includes transaction costs of $243.1mm ($2.80 per share)

31

Assumes Seller Exit Cap of 50 bps higher than Going-In Cap; Assumes 74% Debt to EV

($ in millions, except per SF data)

								Cap Rate on				Remaining Portfolio
		Asset Dispositions (1)						Remaining Assets				5 Year IRR (4)
		Going In
Impact on Seller		Cap Rate (2)		Sale Price (2)		Sales PSF		Going In (3)		Exit (3)		Unlevered		Levered
BASE CASE:	No Asset Dispositions	NA		NA		NA		5.11	%	5.61	%	9.4	%	15.4	%
SCENARIO 1:	Sell Long Island Assets	5.92	%	$	1,029.5	$	285.0	4.94		5.44		10.0		16.6
SCENARIO 2:	Sell 919 Third Avenue & One Court	4.83		705.3		631.2		5.14		5.64		9.8		17.6
SCENARIO 3:	Sell 919 Third Avenue, One Court and Tower 45	4.99		937.0		601.2		5.13		5.63		9.9		17.9
SCENARIO 4:	Sell Developmental Properties at Current Value	NA		198.3		NA		5.11		5.61		8.9		14.1

								Terminal Value
		Asset Purchase (1)						Assumptions				10 Year IRR
		Going In
Impact on Buyer		Cap Rate (2)		Purchase Price (2)		Purchase PSF		2017 NOI		Exit Cap Rate (5)		Unlevered		Levered (6)
Long Island		5.92	%	$	1,029.5	$	285.0	$	90.9	6.67	%	7.6	%	11.5	%
919 Third Avenue		4.50		550.9		790.4		39.2		5.25		6.5		8.2
One Court Square		6.00		154.4		367.2		10.0		6.75		6.7		9.8
Tower 45		5.50		231.8		525.4		17.3		6.25		6.5		8.3
SCENARIO 1:	Sell Long Island Assets	5.92	%	$	1,029.5	$	285.0	$	90.9	6.67	%	7.6	%	11.5	%
SCENARIO 2:	Sell 919 Third Avenue & One Court	4.83		705.3		631.2		49.2		5.58		6.5		8.6
SCENARIO 3:	Sell 919 Third Avenue, One Court and Tower 45	4.99		937.0		601.2		66.6		5.74		6.5		8.5

(1)Scenario 1, 2 and 3 assumes certain assets are sold post transaction in mid 2007

(2)Assumes assets are sold at the property’s cap rate implied by a stock price of $45.00 per share (excluding transaction costs) applied to 2008E NOI per Management estimates

(3)Exit cap rate assumes a 50 bps spread to the going in cap rate (excluding transaction costs)

(4)Returns are based on a $45.00 share price, (7.5% premium to 07/07/06’s close), 74% Debt / TEV and a weighted average cost of debt 7.1%. Terminal value includes $539.6mm relating to 6 active development projects, valued based on a 10.0% yield on cost and a blended exit cap rate of 6.5%

(5)Assumes a 75 bps spread to the going-in cap rate on a per property basis

(6)Assumes a 75.0% LTV on in each case at a 6.4% interest rate for all assets except for One Court Square, which assumes current debt remains in place

(7)Assumes developmental properties are sold at current value per management estimates

32

Assumes Seller Exit Cap of 75 bps higher than Going-In Cap; Assumes 74% Debt to EV

($ in millions, except per SF data)

								Cap Rate on				Remaining Portfolio
		Asset Dispositions (1)						Remaining Assets				5 Year IRR (4)
		Going In
Impact on Seller		Cap Rate (2)		Sale Price (2)		Sales PSF		Going In (3)		Exit (3)		Unlevered		Levered
BASE CASE:	No Asset Dispositions	NA		NA		NA		5.11	%	5.86	%	8.7	%	13.2	%
SCENARIO 1:	Sell Long Island Assets	5.92	%	$	1,029.5	$	285.0	4.94		5.69		9.2		14.5
SCENARIO 2:	Sell 919 Third Avenue & One Court	4.83		705.3		631.2		5.14		5.89		9.1		15.3
SCENARIO 3:	Sell 919 Third Avenue, One Court and Tower 45	4.99		937.0		601.2		5.13		5.88		9.1		15.5
SCENARIO 4:	Sell Developmental Properties at Current Value	NA		198.3		NA		5.11		5.86		8.1		11.6

								Terminal Value
		Asset Purchase (1)						Assumptions				10 Year IRR
		Going In
Impact on Buyer		Cap Rate (2)		Purchase Price (2)		Purchase PSF		2017 NOI		Exit Cap Rate (5)		Unlevered		Levered (6)
Long Island		5.92	%	$	1,029.5	$	285.0	$	90.9	6.92	%	7.3	%	10.6	%
919 Third Avenue		4.50		550.9		790.4		39.2		5.50		6.1		7.1
One Court Square		6.00		154.4		367.2		10.0		7.00		6.5		9.3
Tower 45		5.50		231.8		525.4		17.3		6.50		6.2		7.4
SCENARIO 1:	Sell Long Island Assets	5.92	%	$	1,029.5	$	285.0	$	90.9	6.92	%	7.3	%	10.6	%
SCENARIO 2:	Sell 919 Third Avenue & One Court	4.83		705.3		631.2		49.2		5.83		6.2		7.6
SCENARIO 3:	Sell 919 Third Avenue, One Court and Tower 45	4.99		937.0		601.2		66.6		5.99		6.2		7.6

(1)Scenario 1, 2 and 3 assumes certain assets are sold post transaction in mid 2007

(2)Assumes assets are sold at the property’s cap rate implied by a stock price of $45.00 per share (excluding transaction costs) applied to 2008E NOI per Management estimates

(3)Exit cap rate assumes an 75 bps spread to going in cap rate (excluding transaction costs)

(4)Returns are based on a $45.00 share price, (7.5% premium to 07/07/06’s close), 74% Debt / TEV and a weighted average cost of debt 7.1%. Terminal value includes $539.6mm relating to 6 active development projects, valued based on a 10.0% yield on cost and a blended exit cap rate of 6.5%

(5)Assumes a 100 bps spread to the going-in cap rate on a per property basis

(6)Assumes a 75.0% LTV on in each case at a 6.4% interest rate for all assets except for One Court Square, which assumes current debt remains in place

(7)Assumes developmental properties are sold at current value per management estimates

33

SL Green Ability to Pay Analysis

Key Assumptions

•Two scenarios shown:  100% Stock and 50% Stock / 50% Cash

•Assumes RRR G&A synergies of 50%

•RRR FFO / Share Assumption:

•2006 FFO / Share of $2.37, as per Management

•2007 FFO / Share of $2.62, as per Management

•SLG FFO / Share Assumption:

•2006 FFO / Share of $4.54, as per IBES consensus estimates

•2007 FFO / Share of $4.96, as per IBES consensus estimates

•Assumes transaction costs of $167.3mm(1)

•Assumes SLG cost of new debt of 6.75%

•Analysis shows FFO accretion / dilution both with and without assumed FAS 141 FFO Adjustment of $72.5mm per year for below-market leases(2)

(1)	Transaction costs as per Management. Assumes assumption of all outstanding target debt. Assumes that principal of $287.5mm convertible paid in cash and amount above strike price of $40.63 settled in stock
(2)	As per Management property cashflow models and Management’s view of current market rent conditions. Calculated on a building-by-building basis; assumes 9.0% discount rate for NPV and assumes 7 year amortization, per Management

34

SL Green Acquires RRR – Summary Accretion / Dilution (100% Stock)

	Exchange Ratio
	0.42 x			0.43 x			0.44 x			0.45 x
Implied Purchase Price Per Share(1)	$	46.05		$	47.15		$	48.25		$	49.35
Premium to Market Price	10.0		%	12.6		%	15.3		%	17.9		%
Implied Multiple to Target Management’s 2007E FFO/Share(2)	13.3		x	13.6		x	13.9		x	14.3		x
% of Acquiror’s 2007E FFO Multiple	59.8		%	61.3		%	62.7		%	64.1		%
Common Equity Consideration (Value of New Shares Issued)	$	4,028.7		$	4,125.9		$	4,223.2		$	4,320.5
Cash Consideration	0.0			0.0			0.0			0.0
Assumed Net Debt + Preferreds	1,551.1			1,551.1			1,551.1			1,551.1
Transaction Costs(3)	167.3			167.3			167.3			167.3
Convert Principal Settlement	287.5			287.5			287.5			287.5
Total Acquisition Cost	$	6,034.5		$	6,131.7		$	6,229.0		$	6,326.3
2007E FFO Accretion/(Dilution) ($)(2)	$	1.32		$	1.26		$	1.19		$	1.13
2007E FFO Accretion/(Dilution) (%)	26.64		%	25.31		%	24.00		%	22.73		%
2007E FFO Accretion/(Dilution) ($) Without FAS 141 Adjustment(2)	$	0.44		$	0.39		$	0.33		$	0.28
2007E FFO Accretion/(Dilution) (%) Without FAS 141 Adjustment	8.91		%	7.76		%	6.64		%	5.55		%
NewCo (Pro Forma Balance Sheet - 3/30/06)(3)
Equity Market Cap(4)	$	9,154.9		$	9,252.2		$	9,349.4		$	9,446.7
Total Debt(4)	4,103.7			4,103.7			4,103.7			4,103.7
Preferred(4)	249.5			249.5			249.5			249.5
Total Market Cap	$	13,508.1		$	13,605.4		$	13,702.6		$	13,799.9
Total Debt / Market Cap	30.4		%	30.2		%	29.9		%	29.7		%
Total Debt + Preferred / Market Cap	32.2		%	32.0		%	31.8		%	31.5		%
Target’s Percent of NewCo (Fully Diluted)	44.0		%	44.6		%	45.2		%	45.7		%

(1)Based upon 7 July 2006 closing prices per share for SL Green and RRR

(2)Target projections reflect FAS 141 estimate of $73.5mm, per Management. Acquirer estimates as per Wall Street equity analyst estimates

(3)Transaction costs as per Management estimates. Assumes that Acquirer will assume 100.0% of Target outstanding debt

(4)Per Management, Target’s balance sheet is pro forma for sale of Tranche III assets to Australian LPT and pro forma for refinancing of debt at One Landmark with Target’s credit facility

35

SL Green Acquires RRR – Summary Accretion / Dilution (50% Stock / 50% Cash)

	Exchange Ratio
	0.21 x			0.21 x			0.22 x			0.22 x
Implied Purchase Price Per Share(1)	$	46.05		$	47.15		$	48.25		$	49.35
Premium to Market Price	10.0		%	12.6		%	15.3		%	17.9		%
Implied Multiple to Target Management’s 2007E FFO/Share(2)	13.3		x	13.6		x	13.9		x	14.3		x
% of Acquiror’s 2007E FFO Multiple	59.8		%	61.3		%	62.7		%	64.1		%
Common Equity Consideration (Value of New Shares Issued)	$	2,014.3		$	2,063.0		$	2,111.6		$	2,160.2
Cash Consideration	2,014.3			2,063.1			2,111.9			2,160.6
Assumed Net Debt + Preferreds	1,551.1			1,551.1			1,551.1			1,551.1
Transaction Costs(3)	167.3			167.3			167.3			167.3
Convert Principal Settlement	287.5			287.5			287.5			287.5
Total Acquisition Cost	$	6,034.5		$	6,131.9		$	6,229.3		$	6,326.7
2007E FFO Accretion/(Dilution) ($)(2)	$	0.99		$	0.90		$	0.81		$	0.72
2007E FFO Accretion/(Dilution) (%)	20.02		%	18.19		%	16.38		%	14.60		%
2007E FFO Accretion/(Dilution) ($) Without FAS 141 Adjustment(2)	$	(0.13	)	$	(0.22	)	$	(0.30	)	$	(0.38	)
2007E FFO Accretion/(Dilution) (%) Without FAS 141 Adjustment	(2.71		)%	(4.38		)%	(6.04		)%	(7.67		)%
NewCo (Pro Forma Balance Sheet - 3/30/06)(3)
Equity Market Cap(4)	$	7,140.6		$	7,189.3		$	7,238.0		$	7,286.7
Total Debt(4)	6,118.0			6,166.8			6,215.6			6,264.4
Preferred(4)	249.5			249.5			249.5			249.5
Total Market Cap	$	13,508.1		$	13,605.6		$	13,703.1		$	13,800.5
Total Debt / Market Cap	45.3		%	45.3		%	45.4		%	45.4		%
Total Debt + Preferred / Market Cap	47.1		%	47.2		%	47.2		%	47.2		%
Target’s Percent of NewCo (Fully Diluted)	28.2		%	28.7		%	29.2		%	29.6		%

(1)Based upon 7 July 2006 closing prices per share for SL Green and RRR

(2)Target projections reflect FAS 141 estimate of $73.5mm, per Management. Acquirer estimates as per Wall Street equity analyst estimates.

(3)Transaction costs as per Management estimates. Assumes that Acquirer will assume 100.0% of Target outstanding debt

(4)Per Management, Target’s balance sheet is pro forma for sale of Tranche III assets to Australian LPT and pro forma for refinancing of debt at One Landmark with Target’s credit facility

36

VI.Process Overview

37

Sale of the Company

Key Issues

Principles	Process
•Maximize shareholder value	•Is now the right time to sell RRR?
•Impact on Company	•Current deal environment extremely attractive
•Impact on RRR’s employees	•REIT valuations close to all-time high
•Disruption to business in short term	•What is the right buyer universe to contact?
•Difficulty in retention of employees over time	•What kind of process to run?
•Impact of RRR’s key business initiatives	•Exclusivity
•Impact on the community	•Four or five logical buyers
	•Full auction process (with or without public announcement)
	•Tax / structural issues

38

Process Overview

We believe that the process will take place in three phases:

•Board Pre-Assessment (Week of 7/10)

•Evaluate the potential pricing range

•Identify several credible buyers and devise a proposed timetable

•Board to evaluate whether to move forward with sale process

•Gather due diligence materials

•Due Diligence (Weeks of 7/17, 7/24, 7/31)

•Execute confidentiality agreements with identified buyers and provide due diligence information over a set due diligence period (i.e., two weeks)

•Distribute merger agreement during the second week of due diligence period

•Deal Execution (Week of 8/7)

•Receive initial bids and merger agreement markups from buyers

•Board to evaluate bids and go back to 2-3 lead bidders for “best and final” offer

•Negotiate final merger agreement, evaluate final bids and Board to decide whether to approve the transaction

39

Preliminary Transaction Timetable

July 2006
S	M	T	W	T	F	S
						1
2	3	4*	5	6	7	8
9	10	11	12	13	14	15
16	17	18	19	20	21	22
23	24	25	26	27	28	29
30	31

August 2006
S	M	T	W	T	F	S
		1	2	3#	4	5
6	7	8	9	10	11	12
13	14	15	16	17	18	19
20	21	22	23	24	25	26
27	28	29	30	31

* Holiday

# Earnings Call

Week	Action	Responsibility
Week of 7/10	•Presentation to Board on potential valuation, credible potential bidders and deal process; Board’s decision whether to move forward with sale process	•RA, AD, RC
	•Begin assembling due diligence information for virtual dataroom	•RA, AD
	•Prepare confidentiality agreements	•RC
Week of 7/17	•Continue to provide due diligence items for virtual dataroom	•RA, RC
	•Contact identified bidders	•AD
	•Negotiate and execute confidentiality agreements with identified bidders	•RA, B
	•Begin initial draft of merger agreement	•RC
	•Provide bidders with due diligence information through virtual dataroom	•AD, RC
Week of 7/24	•Continue business, legal and accounting due diligence process with potential bidders	•RA, AD, RC
	•Answer follow-up requests/questions	•RA, AD, RC
	•Provide draft merger agreement to potential bidders (end of week)	•RC

RRR RA Financial Advisors AD RRR Counsel RC Buyer(s) B

40

July 2006
S	M	T	W	T	F	S
						1
2	3	4*	5	6	7	8
9	10	11	12	13	14	15
16	17	18	19	20	21	22
23	24	25	26	27	28	29
30	31

August 2006
S	M	T	W	T	F	S
		1	2	3#	4	5
6	7	8	9	10	11	12
13	14	15	16	17	18	19
20	21	22	23	24	25	26
27	28	29	30	31

* Holiday

# Earnings Call

Week	Action	Responsibility
Week of 7/31	•Continue business, legal and accounting due diligence process with potential bidders	•RA, AD, RC
	•Face-to-face management meetings with bidders	•RA, AD, RC
	•Formulate external communication strategy	•RA, AD, RC
	•Release Q2:06 financial statements (2 August 2006); earnings call (3 August 2006)	•RA
	•Substantially Negotiate merger agreement with bidders	•RC, B
Weeks of	•Receive bids	•AD
7/31 -8/7	•Board meeting to analyze bids and update process; Board to identify leading 2-3 bidders	•RA, AD, RC
	•Provide feedback to leading 2-3 bidders	•AD
	•Receive “best and final” bids	•AD
	•Finalize negotiations on merger agreement	•RC, B
	•Board meeting to analyze “best and final” bids / authorize transaction	•RA, AD, RC
	•Execute merger agreement	•RA, RC, B
	•Issue press release	•RA

RRR RA Financial Advisors AD RRR Counsel RC Buyer(s) B

41

Potential Buyer Universe

Priority Buyers	Potential Buyers	Not Likely Buyers
•Bidder A	•Bidder E	•Bidder H
•Bidder B	•Bidder F	•Bidder I
•Bidder C	•Bidder G	•Bidder J
•SL Green		•Bidder K
•Bidder D

42

Illustrative High Level Due Diligence List

•Historical property level financials

•10 Year DYNA models and associated backup and key assumptions

•Key outputs from Company model (2006 & 2007)

•Details on fee income and promote opportunities

•Historical capex details

•Key legal agreements (joint venture, debt, mezzanine & participating loan, letters of credit, employment, etc.)

•Development pipeline information

•Organizational information (org charts, legal entity charts, etc.)

•Historical and projected G&A details

•Summary of estimated transaction costs

•Tax-related information

•Copies of leases above a certain threshold

•Other assorted schedules and information (i.e., balance sheet details, tax receipts, etc.)

•Employee benefits information

•SEC materials

•Historical Litigation

•Insurance

•Environmental

43

EX-99.(C)(5)

Exhibit (c)(5)

The following exhibit has been edited solely to remove the actual names of the potential bidders.

Searchable text section of graphics shown above

[LOGO]

DRAFT

Presentation to the Board of RRR

20-July-2006

Process Update

1

Recent Developments

On Monday, July 10, the Board of RRR authorized Management to explore a sale of the Company

•July 14

•Citigroup and Goldman Sachs contacted the eight potential bidders identified on the July 10 board call

•Invited Bidder K to join the process

•July 14 to current:

•Six bidders signed confidentiality agreements

•One confidentiality agreement has been dropped (Bidder G) and one confidentiality agreement is still being negotiated (Bidder E)

•July 15:

•The electronic dataroom was opened to the potential bidders

•The material was accessed immediately

•July 15 to current:

•To date, six of the eight potential bidders have done extensive due diligence

•July 19:

•Bidder A & Bidder G declined to participate further in the process

•Bidder F and Bidder I contacted Scott Rechler requesting to participate

•Bid instruction letter posted on data room. Notifies bidders that bids are due on Thursday, July 27, 2006 at 5:00PM EST

2

•July 20:

•Management meetings with four potential bidders:  Bidder K, Bidder C, Bidder B & SL Green

•July 21:

•Management meeting with Bidder D

•Draft Merger Agreement scheduled to be distributed to bidders

•July 27:

•Bid proposals due from bidders

•July 27 to August 3:

•Evaluation of bids and Merger Agreement

•On-going discussion with bidders

•Negotiate final terms of Merger Agreement

•Board approval and execute Merger Agreement

•August 3:

•Earnings Call

3

Summary of Process

As of July 19, 2006

	Confi Signed	Management
Bidder	Accessed Dataroom	Meetings
Bidder A [Dropped 7/19/06]	Yes	NA
Bidder B	Yes	Thursday, July 20
Bidder C	Yes	Thursday, July 20
Bidder G [Dropped 7/19/06]	No	NA
Bidder E	Being Negotiated	Not Scheduled
SL Green	Yes	Thursday, July 20
Bidder K	Yes	Thursday, July 20
Bidder D	Yes	Friday, July 21

	Confi Signed	Management
Others [Contacted Scott]	Accessed Dataroom	Meetings
Bidder I	No	NA
Bidder F	No	NA

4

Initial Buyer Feedback & Issues

•Questions regarding expectations for deal premium given current stock price movement

•Questions regarding whether multiple buyers may partner in bid process

•Concern that New York rents are not rolling in near term

•Questions regarding management’s involvement post-transaction

•Questions regarding management/board view of receiving cash versus equity consideration

•Resistance against relatively low implied suburban asset cap rates

•Challenges in underwriting certain assets

•Development properties

•RSVP

•Australian LPT

•Around 5% going-in cap rate

5

Relative Bidder Dataroom Activity

As of 7/19/06

Number of Times Logged-In	Average Log-In Per Participant
[CHART]	[CHART]

Source:  Intralinks

6

RRR Price / Volume

Since 7/10/06

[CHART]

Source:  Factset

Note:  Total returns include dividends. Office REIT Index is a market-cap weighted index including AFR, BDN, BXP, CRE, CEI, CLI, EOP, MPG, SLG, TRZ, VNO

7

Total Stock Return

Since 7/10/06

[CHART]

Source:  Factset

Note:  Total returns include dividends. Office REIT Index is a market-cap weighted index including AFR, BDN, BXP, CRE, CEI, CLI, EOP, MPG, SLG, TRZ, VNO

8

EX-99.(C)(6)

Exhibit (c)(6)

The following exhibit has been edited solely to remove the actual names of the potential bidders.

Searchable text section of graphics shown above

[LOGO]

DRAFT

Presentation to the Board of RRR

28-July-2006

Table of Contents

I.	Process Update
II.	Summary of Initial Proposals

The following pages contain material provided to the Board of Directors of RRR (“RRR”) by Citigroup Global Markets Inc. (“Citigroup”) and Goldman Sachs (“GS”) in connection with the Board’s strategic evaluation process. No third party may rely upon or use the following materials nor may such materials be used for any other purpose. The accompanying material was compiled or prepared on a confidential basis solely for the benefit and use of the Board of Directors of RRR in connection with the oral briefing being provided by Citigroup and GS in connection therewith and not with a view toward public disclosure under any securities laws or otherwise. The information contained in this material was obtained from RRR and other sources. Any estimates and projections contained herein have been prepared or adopted by the management of RRR, obtained from public sources, or are based upon such estimates and projections, and involve numerous and significant subjective determinations, and there is no assurance that such estimates and projections will be realized. Citigroup and GS do not take responsibility for such estimates and projections, or the basis on which they were prepared. No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. In preparing this material, Citigroup and GS, with your consent, assumed and relied, without assuming any responsibility for independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with Citigroup and GS and upon the assurances of the management of RRR that they are not aware of any relevant information that has been omitted or that remains undisclosed to Citigroup or GS. This material was not prepared for use by readers not as familiar with the businesses and affairs of RRR as the Board of Directors of RRR and, accordingly, none of RRR, Citigroup, GS or any of their respective legal or financial advisors or accountants take any responsibility for the accompanying material if used by persons other than the Board of Directors of RRR. This material is necessarily based upon information available to Citigroup and GS, and financial, stock market and other conditions and circumstances existing and disclosed to Citigroup and GS as of the date of the material. Citigroup and GS do not have any obligation to update or otherwise revise the accompanying material. This material may not be reproduced, disseminated, quoted or referred to, in whole or in part, or used for any other purposes, without the prior written consent of Citigroup and GS.

I.Process Update

3

Recent Developments

On Monday, July 10, the Board of RRR authorized Management to explore a sale of the Company. Eight potential bidders were invited to join the process on Friday, July 14. On Thursday, July 20 the Board was posted as to current process status

•July 21 to July 27 – Continued financial and legal due diligence

•July 21 – Management meeting with Bidder D

•July 22

•Merger agreement posted to online dataroom

•Bidder B indicated that they will need to partner with Bidder A to move forward in the process

•July 26 – Bank of America equity research releases report on RRR sale process

•July 27 to July 28

•Received initial written bids from two bidders:  SL Green ($42.50) and Bidder K ($42.50)

•Subsequently SLG verbally bumped their bid to $43.50

•Citigroup and Goldman Sachs communicated with bidders the necessity to provide their highest bid

4

Summary of Process

As of July 28, 2006

	Proposed Price		Consideration
Bidder	Per Share		Stock		Cash		Financing
Bidder K(1)	$	42.50	72.9	%	27.1	%	On Balance Sheet
SLG(2)	43.50		26.6		73.4		Merrill Lynch

Declined to Participate	No Bid Received	Other
Bidder E	Bidder A	Bidder I
Bidder G	Bidder D	Bidder F
	Bidder C
	Bidder B

(1)  Bidder K has offered $1.0 billion of their consideration in cash, which is 27.1% out of the total RRR equity consideration of $3.7 billion implied by a purchase price of $42.50

(2)  SLG written bid is $42.50 per share. SLG has verbally offered a price per share of $43.50. Consideration assumes $11.59 stock component per written offer, with the remainder to be paid cash

5

RRR Price / Volume

Since 7/10/06

[CHART]

Source:  Factset

6

Total Stock Return

Since 7/10/06

[CHART]

Source:  Factset

Note:  Total returns include dividends. Comparable Office REIT Index is a market-cap weighted index including AFR, BDN, BXP, CRE, CEI, CLI, EOP, MPG, SLG, TRZ, VNO

7

II.Summary of Initial Proposals

8

Summary of Initial Written Proposals

	SL Green	Bidder K
Purchase Price	•$42.50 per share (SLG verbally increased their bid to $43.50)	•$42.50 per share
Consideration	•$30.91 in cash and 0.10387 of a share of SL Green common stock for each RRR common share or RRR OP unit ($30.91+ (0.10387*$111.59)) •No collar	•$1 billion in cash (i.e., approx. $11.52 per share for each RRR common share or RRR OP unit), remainder in shares of common stock in Bidder K based on closing price on July 26, 2006 ($103.62) •Prepared to enhance proposal if RRR accepts convertible securities on market terms in lieu of a portion of the shares of Bidder K common stock •Alternatively, prepared to purchase RRR’s New York City assets (excluding the Long Island City asset) for $2.4 billion
OP Units	•Common units converted into right to receive that amount of merger consideration as if such units were converted into common stock prior to the effective time •Preferred units to remain outstanding	•Common units treated same as common stock •Preferred units to remain outstanding
Restricted Stock	•Restrictions on vesting terminated and awards converted into the right to receive the merger consideration	•Not specified
RSUs/PIUs	•Converted into right to receive that amount of merger consideration as if such units were converted into common stock prior to the effective time	•Not specified
Options	•Each outstanding RRR option would be given the right to receive an amount, in cash, equal to any excess of $42.50 over the exercise price of such an option	•Not specified
Dividend	•Regular quarterly dividend; no stub period dividend	•Not specified
Federal Income Tax Treatment	•Taxable	•Taxable

Source:  Bid letters and in the case of SLG, contract markup

9

	SL Green	Bidder K
Financing	•Merrill Lynch has completed internal approvals to provide debt financing. However this is not a condition to the transaction •Also anticipate repaying certain indebtedness of RRR	•Proposal does not include a financing contingency •Expect to fund the cash portion of the transaction out of cash on hand, available sources and additional borrowings •Plan to refinance only the debt that holders have a right to require Bidder K to repurchase or repay as a result of the transaction but leave open the possibility of refinancing any or all of the debt •May sell certain properties from the RRR portfolio but these are yet to be identified
Termination Fee	•3.5% plus expenses of $7 million plus documented financing fees and expenses	•TBD
Approval	•Offer approved by board •Final transaction to be approved by board	•All necessary internal approvals obtained
Other	•Transaction will be subject to customary closing conditions •Do not anticipate that transaction will be subject to SL Green shareholders’ approval •Merger Agreement gives SLG the right to force unlimited number of asset sales by RRR or OP prior to the closing (as drafted, irrespective of whether the closing occurs)	•Bidder K did not provide a contract markup •Proposed adding provision in merger agreement to provide Bidder K with the flexibility to achieve Section 1031 like-kind exchange treatment for Bidder K properties that may have been sold before closing and to give Bidder K the right to designate certain RRR properties to be purchased immediately prior to, but conditioned on, closing

Source:  Bid letters and in the case of SLG, contract markup

10

Recent REIT Transactions

																			AMLI
			Pan Pacific								Bedford				Town &		Centerpoint		Residential
	Bid at		Retail		Heritage		Trizec		CarrAmerica		Property				Country		Properties		Properties		CRT
	$43.50		Properties		Properties		Properties		Realty		Investors		Arden Realty		Trust		Trust		Trust		Properties
Announcement Date			7/10/2006		7/10/2006		6/5/2006		3/6/2006		2/10/2006		12/22/2005		12/19/2005		12/7/2005		10/24/2005		6/17/2005
Premium on Announcement(1)	-2.4	%	0.0	%	3.3	%	17.9	%	8.9	%	10.5	%	-3.7	%	35.1	%	9.6	%	20.7	%	15.4	%
Premium to 30-day Average(1)	6.8	%	3.7	%	7.2	%	21.1	%	17.3	%	18.2	%	-1.3	%	35.1	%	10.0	%	19.9	%	19.4	%
Premium to 90-day Average(1)	5.8	%	4.6	%	0.3	%	19.3	%	25.3	%	19.0	%	7.9	%	40.1	%	15.3	%	20.1	%	22.7	%
Premium to 52-Week High(1)	-5.7	%	-5.1	%	-10.2	%	10.1	%	7.9	%	9.9	%	-4.0	%	31.4	%	0.1	%	13.0	%	15.4	%
Premium to Street Average NAV(2)	9.5	%	-1.2	%	-7.9	%	12.7	%	17.4	%	27.1	%	17.0	%	33.8	%	42.4	%	2.0	%	15.8	%
Premium to Green Street NAV(3)	8.7	%	3.6	%	-6.8	%	7.4	%	11.2	%	NA		10.4	%	24.7	%	57.2	%	2.0	%	NA
Implied Forward FFO Multiple(4)	18.4	x	17.5	x	13.3	x	17.7	x	17.0	x	17.3	x	17.7	x	21.0	x	17.9	x	17.9	x	13.6	x

(1)Source: FactSet. RRR data based on closing prices on July 27, 2006

(2)Source: SNL DataSource & Green Street Advisors

(3)Per Green Street Advisors research reports

(4)Based on IBES median forward FFO estimates at the time of announcement, except RRR 2006E FFO which is as per Management

11

Negative Premium on Announcement Transactions

US Targets with Transaction Value Greater Than $1.0 bn

							Closing Price
					Acquisition		One Day Prior
Date			Transaction		Price Per		to
Announced	Target Name	Acquiror Name	Value ($mm)		Share		Announcement		Discount
7/16/2001	Expedia Inc	USA Networks Inc	$	1,372.0	$	39.54	$	48.70	(18.8	)%
7/13/2004	National Processing Inc	Bank of America Corp	1,135.9		26.60		29.40		(9.5	)
10/4/2002	JDN Realty Corp	Developers Diversified Realty	1,041.8		11.11		12.13		(8.4	)
1/29/2001	Dallas-Semiconductor Corp	Maxim Integrated Products Inc.	1,368.1		24.88		26.81		(7.2	)
1/31/2005	AT&T Corp.	SBC Communications Inc.	21,699.6		18.41		19.71		(6.6	)
10/3/2005	Dex Media Inc.	RH Donnelley Corp.	9,669.7		27.58		28.90		(4.6	)
5/4/2004	Evergreen Resources Inc.	Pioneer Natural Resources Co.	2,043.1		39.00		40.63		(4.0	)
12/22/2005	Arden Realty Inc.	GE Capital Real Estate	4,633.9		45.25		46.99		(3.7	)
4/1/2002	Trendwest Resorts	Cendant Corp	1,008.2		23.34		24.02		(2.8	)
6/27/2003	Roslyn Bancorp Inc.	New York Community Bancorp	1,614.4		20.33		20.85		(2.5	)
1/23/2004	Union Planters Corp.	Regions Financial Corp.	5,846.1		30.58		31.36		(2.5	)
5/25/2006	AmSouth Bancorp	Regions Financial Corp.	10,020.8		28.33		28.90		(2.0	)
11/17/2003	Travelers Ppty Casualty Corp.	St Paul Cos Inc.	16,136.1		15.94		16.03		(0.6	)
11/18/2001	Conoco Inc.	Phillips Petroleum Co Inc.	24,785.5		24.24		24.30		(0.3	)
					High				(18.8	)%
					Low				(0.3	)
					Mean				(5.3	)

(1)  Source: SDC as of July 27, 2006. Represents deals wherein a target is domiciled in the US, and Transaction Value is greater than $1.0 bn

12

Comparative Case Study: Impact of Merger Speculation

Arden Realty – Announced 12/22/05

ARI: 9/30/05 to 12/20/05

[CHART]

•Discount to 1 Day Prior to Announcement: -3.7%

•Premium from Undisturbed Price (09/30/2005)(3): 9.9%

•Stock Ramp Up from 09/30/2005 to 1 Day Prior: 14.1%

RA: 7/13/06 to 7/28/06(2)

[CHART]

•Discount to 1 Day Prior to Announcement: -2.1%

•Premium from Undisturbed Price (07/13/2006)(4): 6.3%

•Stock Ramp Up from 7/13/2006 to 1 Day Prior: 8.6%

(1)Source:  Factset

(2)Represents intraday price on 7/28/06

(3)Based upon 9/30/05 Green Street Advisors research report released on potential Arden transaction

(4)Based upon 7/13/06 reference of possible RRR acquisition on Kramer’s “Mad Money” program

13

Management NAV Analysis

Note:  Pro Forma for Sale of Tranche III to LPT

($ and SF in millions, except per share and per SF amounts)

							Pro Rata
					Pro Rata		Share of		Implied
		Current		Pro Rata	Share of		Capitalized		Cap
State	Asset Pool	Ownership		Sq. Ft.	2007E NOI (1)		NOI 1 (2)		Rate (1)		Value
Connecticut	Strategic	87.6	%	1.1	$	18.6	$	18.8	6.25	%	$	300.2
	A-LPT	25.0		0.2	2.1		2.5		8.27		30.7
Long Island	Strategic	90.2		2.9	45.3		43.8		6.64		660.2
	Core Plus	100.0		0.7	9.8		10.7		7.40		144.1
	A-LPT	25.0		0.3	4.6		4.2		6.62		63.2
New Jersey	Strategic	88.3		0.9	20.6		22.7		6.11		371.2
	Core Plus	100.0		1.4	16.9		16.8		6.75		248.4
	A-LPT	25.0		0.1	1.9		1.9		7.84		23.7
New York		69.9		3.8	102.4		105.8		5.33		1,986.5
Westchester	Strategic	100.0		1.8	28.9		30.8		6.29		490.1
	Core Plus	94.7		1.8	23.2		28.2		6.43		439.1
	A-LPT	25.0		0.2	3.1		3.1		8.25		37.1
GROSS REAL ESTATE VALUE		76.0	%	15.3	$	277.3	$	289.2	6.03	%	$	4,794.4
Inactive Development Properties (3)											$	101.7
Active Developmental Properties (4)											96.6
Investments in RSVP											55.2
Investment in JVs											5.0
Investments in Notes Receivable											169.0
Cash and Cash Equivalents (5)											52.7
Tenant Receivables											16.3
Prepaid Expenses and Other Assets (6)											45.8
Contract Deposits											0.3
FF&E											12.9
Value of Australia LPT Management											11.0
Total Other Assets											$	566.5
GROSS ASSET VALUE											$	5,360.9
Mortgage Debt (pro rata share)											$	346.1
Fixed Rate Senior Unsecured											972.9
Convertible Debentures											318.4
Variable Rate Credit Facility											92.0
Unconsol. JV Debt (pro rata share)											181.5
Preferred Stock (@ liquidation)											1.2
Other Liabilities											185.0
TOTAL LIABILITIES (7)											$	2,097.1
NET ASSET VALUE											$	3,263.8
Diluted Shares and Units Outstanding											86.8
NET ASSET VALUE PER SHARE											$	(37.59	)

14

Footnotes

Note: Reflects Tranche III assets at 25% ownership interest and TIAA JV assets at current ownership interest (51%)

(1)Per Management estimates

(2)Represents NOI for year in which property achieves stabilization, per Management estimates

(3)Assumes a multiple of 1.25x cost, except for Giralda Farms - Chatham, which is valued at 2.00x cost

(4)Represents the NPV of the 3 active development properties (7 Landmark Square, University Square and 103 Corporate Drive) at a discount rate of 15.0% per Management estimates. Reckson Executive Park 7, 4 Giralda Farms - Madison and 11 Giralda Farms - Chatham are valued at $60.00 PSF per Management estimates

(5)3/31/06 cash balance adjusted for the sale of 75% interest in Tranche III assets to AUS LPT for net proceeds of $36.2mm, net cash outflows of $18.4mm related to development projects during the remainder of 2006 and $7.8 mm of other estimated transaction related disbursements

(6)Reflects reduction in other assets of $88.0mm related to cash used to reduce the line of credit balance at 3/31/06 from $180.0mm to $92.0mm. Other assets is also reduced by non cash items totaling $46.0mm per Management estimates

(7)Includes pro rata share of consolidated and unconsolidated mortgage debt, unsecured debt, convertible debentures, and line of credit totaling $1,910.9 mm. Also includes preferred stock of $1.2mm and Other Liabilities consisting of accrued expenses, deferred revenue and dividends payable totaling $185.0mm

15

Summary of Research Analysts’ Ratings

		NAV
				Premium / (Discount) to		Target			2006E		2007E
Bank	Stock Rating	Estimate		NAV		Share Price			FFO		FFO		Date
Deutsche Bank Securities	Buy	—		—		$		46.00	$	2.40	$	2.70	7/19/06
Banc of America Securities	Buy	41.66		6.9	%	45.00			2.37		2.64		7/26/06
RBC Capital Markets	Buy	40.00		11.4	%	42.00			2.37		2.71		5/19/06
J.P. Morgan Securities Inc.	Buy	—		—		—			2.35		2.62		5/5/06
Goldman, Sachs & Co.	Hold	—		—		—			2.34		2.72		5/5/06
Green Street Advisors	Sell	40.00		11.4	%	38.45			2.33		2.67		5/4/06
Merrill Lynch & Co.	Hold	38.00		17.2	%	—			2.27		2.70		5/26/06
Citigroup Investment Research	Sell	39.99		11.4	%	36.00			2.25		2.60		7/24/06
Stifel Nicolaus & Co.	Buy	38.76		14.9	%	—			2.24		2.64		6/12/06
Average / Consensus		$	39.74	12.1	%	$	41.49		$	2.32	$	2.67

Source: As per SNL DataSource as per 7/27/06

16

Shares Traded at Various Prices

RRR Stock Price by Volume – Year to Date

[CHART]

Source: Factset

17

RRR Price / Volume

Year to Date

[CHART]

Source: Factset

18

Total Stock Return

Year to Date

[CHART]

Source:  Factset

Note:  Total returns include dividends. Comparable Office REIT Index is a market-cap weighted index including AFR, BDN, BXP, CRE, CEI, CLI, EOP, MPG, SLG, TRZ, VNO

19

EX-99.(C)(7)

Exhibit (c)(7)

The following exhibit has been edited solely to remove the actual names of the potential bidders.

Searchable text section of graphics shown above

PRELIMINARY
DRAFT

Presentation to the Special Committee of the Board of RRR

Goldman, Sachs & Co.

30-July-2005

Table of Contents

I.	Executive Summary
II.	Standalone Valuation
III.	Strategic Alternative Analysis
IV.	Pricing Analysis
V.	SL Green Stock Currency Overview
VI.	Management Participation Overview
Appendix A:  Current Proposals

Goldman Sachs does not provide accounting, tax, or legal advice. Notwithstanding anything in this document to the contrary, and except as required to enable compliance with applicable securities law, you (and each of your employees, representatives, and other agents) may disclose to any and all persons the US federal income and state tax treatment and tax structure of the transaction and all materials of any kind (including tax opinions and other tax analyses) that are provided to you relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind.

[LOGO]

I.Executive Summary

1

Executive Summary

•Goldman Sachs and Citigroup ran a competitive sale process starting on July 14, 2006 where eight credible bidders were invited to participate and the Company received indications from interest from two other bidders. Six bidders signed confidentiality agreements and five bidders aggressively conducted due diligence over a two week period

•Given the heightened bidder interest in New York City assets, we examined the strategic alternative of selling only New York City assets and One Court Square and analyzing how such a restructuring would impact RRR on a going forward basis

•SL Green initially proposed a bid $42.50 per RRR share / unit, which was subsequently raised to $43.50, with $1.0 billion of consideration comprised of stock and the remainder to be paid in cash

•Represents a 10.5% premium to RRR’s Wall Street average NAV(1) and a 15.7% premium to Management’s NAV of approximately $37.59 per share

•Represents a 2.6% discount to 7/28/06 stock price but reflects a 3.9% premium to the estimated undisturbed price of $41.68 on 7/12/06(2) and a 5.2% premium to the 30 day average price of $41.37, as of 7/28/06(3)

•Represents an implied cap rate on the entire portfolio of 5.2% (with no transaction costs) and 5.0% (with $300mm of assumed transaction costs(4)) based upon 2007E pro rata NOI(5)

•We examined SL Green stock as a deal currency and analyzed the impact of price fluctuation in SL Green stock between signing and closing on the consideration received by RRR shareholders

•Bidders informed the Company that they had challenges in valuing certain assets. In response, Goldman Sachs and the Company offered bidders potential acquisition options by Management for those certain assets

•We also examined the valuations that Management has placed on certain assets and how that compares to the RRR Net Asset Value. We performed a market check on those asset valuations to determine whether any other process participants would pay a higher valuation than the offer provided by SL Green

(1)Source:  SNL Datasource and Green Street Advisors. Excludes Bank of America 7/28/06 updated NAV estimate on the basis that it may reflect significant merger take-out expectations

(2)Source:  Factset. Assumes undisturbed price of $41.86 as of 7/12/06, the day before mention of a possible RRR acquisition on Kramer’s “Mad Money” program

(3)Source:  Factset

(4)Transaction costs estimates per Management, except debt defeasance costs, which are as per Goldman Sachs

(5)Per Management

2

Comparison of Selected US Office REITs

Sorted by 2006E FFO Multiple

($ in millions, except per share data)

	Closing	% of 52				Total								FFO
	Price	Week		Dividend		Market		Enterprise		Net Debt +		FFO Multiples(1)		Growth
	07/28/06	High		Yield		Cap		Value (EV)		Preferred / EV		2006E	2007E	‘06E-’07E
SL Green Realty	113.80	99.7	%	2.1	%	$	5,166	$	8,250	37.0	%	24.7 x	22.7 x	8.9	%
Boston Properties	97.91	100.0		2.8		13,155		18,217		27.8		23.3	22.2	4.6
Corporate Office Properties	44.80	97.8		2.5		2,183		3,783		42.3		21.9	19.4	12.7
Kilroy Realty Corp.	73.37	94.4		2.9		2,398		3,518		31.8		21.0	21.3	(1.4	)
Vornado	105.10	100.0		3.0		16,464		26,485		37.8		20.3	19.4	4.4
Cousins Properties	31.34	92.2		4.7		1,590		2,504		35.5		20.2	17.3	16.8
RRR	44.68	96.9		3.8		3,854		6,224		33.8		19.0	16.7	13.8
Alexandria Real Estate	95.10	98.0		2.9		2,167		3,915		44.1		18.4	16.9	9.1
Brookfield Realty	33.74	98.8		2.3		7,807		14,641		46.3		17.9	16.5	7.9
RRR (Undisturbed)(2)	41.86	90.8		4.1		3,611		5,980		35.2		17.8	15.6	13.8
Washington REIT	37.79	97.1		4.4		1,594		2,341		31.8		17.7	16.3	9.2
Equity Office Properties	38.17	100.0		3.5		15,589		31,435		46.0		17.2	16.2	5.9
Maguire Properties	37.95	100.0		4.2		2,038		4,971		59.0		17.0	15.2	11.9
Biomed Realty Trust Inc.	29.65	96.4		3.9		1,741		1,980		12.1		16.8	14.7	14.8
Crescent Real Estate Equities In	19.76	91.5		7.6		2,462		5,711		56.0		15.3	11.7	31.4
Liberty Property	46.92	95.8		5.2		4,332		6,747		35.8		14.9	14.3	4.4
Glenborough Realty Trust	22.42	98.7		4.9		787		1,664		52.7		14.0	13.2	6.2
Mack-Cali Realty	48.65	100.0		5.2		3,784		5,964		36.5		13.5	13.6	(1.0	)
Mission West	10.50	88.2		6.1		1,098		1,423		22.8		13.1	18.3	(28.1	)
Brandywine Realty	32.14	98.3		5.5		3,054		6,123		50.1		12.8	12.2	4.8
Parkway Properties	46.13	86.1		5.6		654		1,421		53.3		11.3	11.3	0.2
American Financial Realty Trust	11.84	80.2		9.1		1,574		4,563		65.5		8.9	11.3	(21.1	)
High		100.0	%	9.1	%	$	16,464	$	31,435	65.5	%	24.7 x	22.7 x	31.4	%
Mean		95.7	%	4.4	%	$	4,452	$	7,709	40.9	%	17.1 x	16.2 x	5.5	%
Median		97.8	%	4.2	%	$	2,398	$	4,971	37.8	%	17.2 x	16.3 x	6.2	%
Low		80.2	%	2.1	%	$	654	$	1,421	12.1	%	8.9 x	11.3 x	(28.1	)%

Source: Latest publicly available financial statements

(1)All projected FFO estimates have been calendarized. FFO numbers based on IBES median estimates(including RRR)

(2)Estimated undisturbed price as of July 12, 2006

3

RRR Price / Volume
Since 7/10/06

[CHART]

Source:  Factset

4

Total Stock Return

Since 7/10/06

[CHART]

Source:  Factset

Note:  Total returns include dividends. Comparable Office REIT Index is a market-cap weighted index including AFR, BDN, BXP, CRE, CEI, CLI, EOP, MPG, SLG, TRZ, VNO

5

Historical Forward FFO Multiples

Comparable Office REITs

[CHART]

(1)Source : Factset, IBES Consensus estimates

6

II.Standalone Valuation

7

Preliminary Valuation Overview

Summary

In conducting our preliminary valuation analysis, we utilized the following methodologies, based upon Management projections:

•Management Net Asset Value Analysis

•Wall Street Consensus Net Asset Value Analysis

•Trading FFO Multiples Analysis

•Three-Year Discounted Cash Flow Analysis

•Five-Year Discounted Cash Flow Analysis

8

Management NAV Analysis

Note:  Pro Forma for Sale of Tranche III to LPT

($ and SF in millions, except per share and per SF amounts)

							Pro Rata
					Pro Rata		Share of		Implied
		Current		Pro Rata	Share of		Capitalized		Cap
State	Asset Pool	Ownership		Sq. Ft.	2007E NOI (1)		NOI (1)(2)		Rate (1)		Value PSF		Value
Connecticut	Strategic	87.6	%	1.1	$	18.6	$	18.8	6.25	%	$	271.1	$	300.2
	A-LPT	25.0		0.2	2.1		2.5		8.27		180.3		30.7
Long Island	Strategic	90.2		2.9	45.3		43.8		6.64		230.9		660.2
	Core Plus	100.0		0.7	9.8		10.7		7.40		201.2		144.1
	A-LPT	25.0		0.3	4.6		4.2		6.62		196.2		63.2
New Jersey	Strategic	88.3		0.9	20.6		22.7		6.11		396.6		371.2
	Core Plus	100.0		1.4	16.9		16.8		6.75		175.8		248.4
	A-LPT	25.0		0.1	1.9		1.9		7.84		180.8		23.7
New York		69.9		3.8	102.4		105.8		5.33		517.5		1,986.5
Westchester	Strategic	100.0		1.8	28.9		30.8		6.29		271.6		490.1
	Core Plus	94.7		1.8	23.2		28.2		6.43		238.9		439.1
	A-LPT	25.0		0.2	3.1		3.1		8.25		179.0		37.1
GROSS REAL ESTATE VALUE		76.0	%	15.3	$	277.3	$	289.2	6.03	%	$	312.5	$	4,794.4
Development Properties (3), (4)													$	198.3
Investments in RSVP													55.2
Investment in JVs													5.0
Investments in Notes Receivable													169.0
Cash and Cash Equivalents (5)													52.7
Other Assets(6)													75.3
Value of Australia LPT Management													11.0
Total Other Assets													$	566.5
GROSS ASSET VALUE													$	5,360.9
Pro Rata Consolidated Debt													$	1,729.4
Unconsol. JV Debt (pro rata share)													181.5
Preferred Stock (@ liquidation)													1.2
Other Liabilities													185.0
TOTAL LIABILITIES (7)													$	2,097.1
NET ASSET VALUE													$	3,263.8
Diluted Shares and Units Outstanding													86.8
NET ASSET VALUE PER SHARE													$	37.59

9

Footnotes

Note: Reflects Tranche III assets at 25% ownership interest and TIAA JV assets at current ownership interest (51%)

(1)Per Management estimates

(2)Represents NOI for year in which property achieves stabilization, per Management estimates

(3)Assumes a multiple of 1.25x cost, except for Giralda Farms - Chatham, which is valued at 2.00x cost

(4)Represents the NPV of the 3 active development properties (7 Landmark Square, University Square and 103 Corporate Drive) at a discount rate of 15.0% per Management estimates. Reckson Executive Park 7, 4 Giralda Farms - Madison and 11 Giralda Farms - Chatham are valued at $60.00 PSF per Management estimates

(5)3/31/06 cash balance adjusted for the sale of 75% interest in Tranche III assets to AUS LPT for net proceeds of $36.2mm, net cash outflows of $18.4mm related to development projects during the remainder of 2006 and $7.8 mm of other estimated transaction related disbursements

(6)Reflects reduction in other assets of $88.0mm related to cash used to reduce the line of credit balance at 3/31/06 from $180.0mm to $92.0mm. Other assets is also reduced by non cash items totaling $46.0mm per Management estimates

(7)Includes pro rata share of consolidated and unconsolidated mortgage debt, unsecured debt, convertible debentures, and line of credit totaling $1,910.9 mm. Also includes preferred stock of $1.2mm and Other Liabilities consisting of accrued expenses, deferred revenue and dividends payable totaling $185.0mm

10

Summary of Research Analysts’ Ratings

		NAV
				Premium / (Discount) to		Target		2006E		2007E
Bank	Stock Rating	Estimate		NAV		Share Price		FFO		FFO		Date
Green Street Advisors	Sell	$	40.00	11.7	%	$	39.65	$	2.52	$	2.73	7/19/06
Deutsche Bank Securities	Buy	—		—		46.00		2.40		2.70		7/26/06
Banc of America Securities	Buy	47.48		-5.9	%	45.00		2.37		2.64		7/28/06
RBC Capital Markets	Buy	40.00		11.7	%	42.00		2.37		2.71		7/27/06
J.P. Morgan Securities Inc.	Buy	—		—		—		2.35		2.62		7/24/06
Goldman, Sachs & Co.	Hold	—		—		—		2.34		2.72		5/5/06
Merrill Lynch & Co.	Hold	38.00		17.6	%	—		2.27		2.70		5/4/06
Citigroup Investment Research	Sell	39.99		11.7	%	—		2.25		2.60		7/24/06
Stifel Nicolaus & Co.	Buy	38.76		15.3	%	—		2.24		2.64		6/12/06
Average / Consensus		$	40.71	9.8	%	$	43.16	$	2.35	$	2.67
Average / Consensus excluding Bank of America estimates		$	39.35	13.5	%	$	42.55	$	2.34	$	2.68

Source: As per SNL DataSource as per 7/28/06 and Green Street Advisors. Bank of America is excluded from the second mean calculation due to the significant increase in Bank of America’s NAV calculation from $39.25 on 5/5/06 (per SNL Datasource) to $47.48 on 7/28/06 (per SNL Datasource), which accompanied a research piece regarding rumors of a sale of RRR

11

Management’s Financial Projections

Funds from Operations & Dividends

	2006		2007			2008			2009
FFO Per Share	$	2.37	$	2.61		$	2.75		$	2.97
% Growth	—		10.1		%	5.4		%	8.0		%
Dividend Per Share	$	1.70	$	1.70		$	1.77		$	1.84
% Growth	—		0.0		%	4.0		%	4.0		%

Sourc:  Mangement

12

Trading FFO Multiple Sensitivity

Based Upon Management Projections – Values Not Discounted to Present

	FFO / Share(1)
Multiple of FFO / Share	2006E		2007E		2008E		2009E		2010E		2011E
	$	2.37	$	2.61	$	2.75	$	2.97	$	3.12	$	3.27
12.0 x	28.44		31.32		33.00		35.64		37.42		39.29
13.0 x	30.81		33.93		35.75		38.61		40.54		42.57
14.0 x	33.18		36.54		38.50		41.58		43.66		45.84
15.0 x	35.55		39.15		41.25		44.55		46.78		49.12
16.0 x	37.92		41.76		44.00		47.52		49.90		52.39
17.0 x	40.29		44.37		46.75		50.49		53.01		55.67

•RRR has historically traded at an average multiple of 13.0x over the prior three year period(2)

•RRR trades at an undisturbed multiple of 17.8x 2006E FFO and 15.6x 2007E FFO(3)

•Comparable east coast Office REIT’s(4) have historically traded at an 11.5x forward multiple over the prior five year period

•The current median US Office REIT 2006E FFO multiple is 17.2x and 2007E FFO multiple is 16.3x(5)

(1)Source:  FFO projections through 2009 as per Company management (excludes LTIP Special Out-performance Award). For 2010 and 2011, FFO has been grown at an assumed 5.0%, per Management

(2)Based upon historical 3 year average multiple over the period Q2 2003 to Q2 2006

(3)Estimated undisturbed price as of July 12, 2006

(4)Comparable east coast Office REITs include SLG, OFC, RA, EOP, CLI, VNO & BDN. Historical pricing per Factset

(5)Source: Factset

13

Discounted Cash Flow Analysis

3-Year – Based Upon Management Projections

Three-Year Discounted Cash Flow to Investors	2007		2008		2009
Projected Dividends / Share(1)	$	1.70	$	1.77	$	1.84
2009E FFO / Share(2)					2.97
Residual Implied Per Share Value at Reckson’s Undisturbed 2007E Multiple (15.6x)(3)					46.33
Present Implied Per Share Value @ 9% discount rate	$	1.56	$	1.49	$	37.20
Implied Value Per Share(4)	$	40.24

	Discount Rate
Multiple of 2009E FFO / Share	7.0%		8.0%		9.0%		10.0%		11.0%
12.0 x	$	33.72	$	32.84	$	31.99	$	31.16	$	30.37
13.0 x	36.15		35.20		34.28		33.39		32.54
14.0 x	38.57		37.56		36.57		35.63		34.71
15.0 x	41.00		39.91		38.87		37.86		36.88
16.0 x	43.42		42.27		41.16		40.09		39.06
17.0 x	45.85		44.63		43.45		42.32		41.23

(1)Source:  Management. Assumes a 4.0% dividend growth rate per year, starting in 2008 (per Management)

(2)Source:  Management. Excludes recognition of LTIP Special Out-performance Award

(3)Estimated undisturbed price as of July 12, 2006

(4)Assumes discounting using a 9.0% discount rate per Management and based upon precedent transactions. Model discounts to 12/31/06

14

Discounted Cash Flow Analysis

5-Year – Based Upon Management Projections

Five-Year Discounted Cash Flow to Investors	2007		2008		2009		2010		2011
Projected Dividends / Share(1)	$	1.70	$	1.77	$	1.84	$	1.91	$	1.99
2011E FFO / Share(2)									3.27
Residual Implied Per Share Value at Reckson’s Undisturbed 2007E Multiple (15.6x)(3)									51.08
Present Implied Per Share Value @ 9% discount rate	$	1.56	$	1.49	$	1.42	$	1.35	$	34.49
Implied Value Per Share(4)	$	40.31

	Discount Rate
Multiple of 2011E FFO / Share	7.0%		8.0%		9.0%		10.0%		11.0%
12.0 x	$	35.52	$	34.05	$	32.65	$	31.32	$	30.07
13.0 x	37.86		36.28		34.78		33.36		32.01
14.0 x	40.19		38.50		36.91		35.39		33.95
15.0 x	42.53		40.73		39.03		37.42		35.90
16.0 x	44.86		42.96		41.16		39.46		37.84
17.0 x	47.20		45.19		43.29		41.49		39.78

(1)Source:  Management. Assumes a 4.0% dividend growth rate per year, starting in 2008 (per Management)

(2)Source:  Company management. Excludes recognition of LTIP Special Out-performance Award. FFO projections beyond 2009 estimated by applying a 5.0% growth, per Management

(3)Undisturbed price as of July 12, 2006

(4)Assumes discounting using a 9.0% discount rate per Management and based upon precedent transactions. Model discounts to 12/31/06

15

Historical Stock Trading Information

RRR

[CHART]

Source:  Factset. Estimated undisturbed price as of 7/12/06

16

Shares Traded at Various Prices

	RRR Stock Price – March 29, 2006
RRR Stock Price – One Year	(52 Week High) to Current
[CHART]	[CHART]

Source: Factset

17

III.Strategic Alternative Analysis

18

Executive Summary

We have been asked to analyze the impact on shareholder value of restructuring RRR by selling New York City and One Court assets with the Company emerging as a suburban-focused company

•Execution of portfolio repositioning involves the following steps

•Liquidate all New York City and One Court assets

•Reinvest proceeds in three potential uses

•Capital redeployment in tri-state suburban office market

•Special dividend

•Share repurchase

•Manage headcount to bring G&A in line with reduced footprint

•Benefits of creating a suburban-focused company include

•Monetizes midtown Manhattan office assets at historically low cap rates, which are driven by significant market demand and supply constraints

•Preserves RRR as a going concern and may preserve potential upside for shareholders

•Provides substantial capital to re-deploy or return to shareholders

19

Issues to Consider

•Total value loss from selling costs(1)

•Value loss to shareholders due to the potential triggering of capital gain taxes at the shareholder level(2)

•Corporate morale and employee efficiency could be impacted

•Challenges in retaining and attracting talented people

•Feasibility of re-investing proceeds into quality assets in the tri-state suburban office market

•Potential dilutive impact on earnings

•Friction costs

•Potential time lag between realizing proceeds and reinvestment (additional cap rate risk)

•Market perception of NewCo

•Risk of FFO multiple compression with the shift to a suburban-focused strategy

•Significant fixed costs associated with public company reporting and legal requirement

(1)As per Goldman Sachs estimates:  1.0% selling costs for New York City Assets. Assumes payment of transfer taxes by buyer (approx 3.0% of sale price)

(2)Approx. $250.0mm to $280.0mm of capital gains taxes may be triggered based upon a tax basis in NYC/One Court of $1.1 bn (per Company) and assumes a blended 20.0% capital gains tax rate (15.0% federal and blended 5.0% state)

20

Geographical Distribution

($ and SF in millions)

Current Geographic Mix (By Value)(1)

[CHART]

Total Estimated Value: $5.0 - $5.5 billion

NewCo: Suburban Markets

Total Pro Rata Sq. Feet	11.5 mm
Estimated Market Value(2)	Approximately $2,700
% of Total Value(2)	49.9%
% of Pro Rata 2007E NOI(3)	60.7%
Implied 2007E Cap Rate(3)	Approximately 6.4%
Implied Value per Pro Rata SF(2)	Approximately $235

Source:  Management estimates

(1)Based upon Management estimates

(2)Based off of indications of value from bidders and Management

(3)Based upon Management estimates

21

Restructuring Cost Overview

Transaction Costs to Sell New York City / One Court

	Gross Asset Value (NYC & One Court) $2.4 billion - $2.6 billion
LESS:	Asset Sale Transaction Costs (1.0%)(1) $25 million - $26 million
LESS:	Shareholder Tax Costs (Assumes no 1031 Exchanges)(1) $250 million - $280 million
Restructuring Costs: $275 million – $305 million
Approx. $3.15 to $3.50 per share

(1)Asset Sale costs of 1.0% of gross real estate value are as per Goldman Sachs estimates. Assumes buyer’s payment of real estate transfer taxes. Estimated tax costs based upon approximate tax basis of $1.1bn in New York City and One Court (per Company) and a blended capital gains rate of 20% (15% federal income tax rate and 5% blended state rate)

22

NewCo:  Comparable Companies

Suburban versus New York Assets

($ in millions)

	Closing		% of 52												FFO
	Price		Week		Dividend		Enterprise		Net Debt +		FFO Multiples(1)				Growth
	07/28/06		High		Yield		Value (EV)		Preferred / EV		2006E		2007E		‘06E-’07E
New York Comparables
SL Green Realty	$	113.80	99.7	%	2.1	%	$	8,250	37.0	%	24.7	x	22.7	x	8.9	%
Boston Properties	97.91		100.0		2.8		18,217		27.8		23.3		22.2		4.6
Vornado	105.10		100.0		3.0		26,485		37.8		20.3		19.4		4.4
Brookfield Realty	33.74		98.8		2.3		14,641		46.3		17.9		16.5		7.9
Equity Office Properties	38.17		100.0		3.5		31,435		46.0		17.2		16.2		5.9
High			100.0	%	3.5	%	$	31,435	46.3	%	24.7	x	22.7	x	8.9	%
Mean			99.7	%	2.7	%	$	19,806	39.0	%	20.7	x	19.4	x	6.4	%
Median			100.0	%	2.8	%	$	18,217	37.8	%	20.3	x	19.4	x	5.9	%
Low			98.8	%	2.1	%	$	8,250	27.8	%	17.2	x	16.2	x	4.4	%
Suburban Comparables
Corporate Office Properties	$	44.80	97.8	%	2.5	%	$	3,783	42.3	%	21.9	x	19.4	x	12.7	%
Liberty Property	46.92		95.8		5.2		6,747		35.8		14.9		14.3		4.4
Glenborough Realty Trust	22.42		98.7		4.9		1,664		52.7		14.0		13.2		6.2
Mack-Cali Realty	48.65		100.0		5.2		5,964		36.5		13.5		13.6		(1.0	)
Mission West	10.50		88.2		6.1		1,423		22.8		13.1		18.3		(28.1	)
Brandywine Realty	32.14		98.3		5.5		6,123		50.1		12.8		12.2		4.8
Parkway Properties	46.13		86.1		5.6		1,421		53.3		11.3		11.3		0.2
High			100.0	%	6.1	%	$	6,747	53.3	%	21.9	x	19.4	x	12.7	%
Mean			95.0	%	5.0	%	$	3,875	41.9	%	14.5	x	14.6	x	(0.1	)%
Median			97.8	%	5.2	%	$	3,783	42.3	%	13.5	x	13.6	x	4.4	%
Low			86.1	%	2.5	%	$	1,421	22.8	%	11.3	x	11.3	x	(28.1	)%

Source: Latest publicly available financial statements

(1)All projected FFO estimates have been calendarized. FFO numbers based on IBES median estimates

23

Use of Proceeds

Net Sale Proceeds

Redeployment of Capital in Suburban Assets

•Difficult to deploy significant capital into high-quality suburban office assets in short time period (i.e. 1031 rules)

•Historically low cap rate environment

•Additional transaction costs in acquiring new assets

Share Buyback

•Taxable to RRR shareholder who sell shares in a buyback

•Historical liquidity in stock will make acquiring a significant number of shares challenging

•REIT tax rules can make significant share buybacks impractical

Special Dividend

•Taxable event for all RRR shareholders

24

Conclusion

Restructuring RRR to emerge as a tri-state-focused suburban office REIT would significantly alter the perception of the company and would involve significant transaction costs. In addition, the following benefits and issues should be considered:

Benefits

Issues

•Liquidation of New York City & One Court assets at historically low cap rates •Preserves the Company and minimizes disruption to other aspects of RRR platform: •Australian LPT •Development partners •Tenants •Potentially less employee headcount reduction than a take-private or sale to a public company •Provides substantial capital to re-deploy or return to shareholders

•Friction Costs •Challenges of deploying sale proceeds in a tax and returns-efficient manner •Feasibility of redeploying proceeds into high quality tri-state suburban assets in a short period of time •Additional cap rate risk during redeployment period •Pro forma leverage levels •Corporate morale and employee efficiency may suffer as a result of layoffs •Difficulty in retaining and attracting talented employees as pro forma company would likely have a smaller footprint •Potentially higher borrowing costs (potential downgrade by rating agencies due to reduced sized and decreased geographic and tenant diversity)

25

IV.Pricing Analysis

26

Pricing Analysis

Summary

In addition to the standalone value analysis, the Committee should also consider the following to understand at what price a potential buyer would consider paying for the Company:

•Premium Analysis

•Implied Cap Rate by Market Analysis

•Comparable Transactions Analysis

•Other Comparable Negative Premium Situations

27

Transaction Premium Analysis

				Proposed					Proposed
	Current			Transaction		Undisturbed			Transaction
	(7/28/06)(1)			$43.50		(7/12/06)(2)			$43.50
Stock Price	$	44.68		-2.6	%	$	41.86		3.9	%
30-Day Average	41.37			5.2	%	39.95			8.9	%
90-Day Average	40.98			6.2	%	41.15			5.7	%
180-Day Average	40.07			8.6	%	39.55			10.0	%
One-Year Average	38.11			14.2	%	37.68			15.4	%
Street Average NAV(3)	$	40.71		6.9	%	$	39.00		11.5	%
Street Average NAV(3) excluding Bank of America estimates	39.35			10.5	%	38.94			11.7	%
Green Street NAV	40.00			8.7	%	39.00			11.5	%
RRR Management NAV	$	37.59		15.7	%	$	37.59		15.7	%
RRR 2007E FFO Multiple(4)	17.1		x	16.7	x	16.0		x	16.7	x
Mean 2007E FFO Multiple (Office REIT Index)(5)	17.1		x			15.6		x

(1)Based on closing price of $44.68 as of July 28, 2006

(2)Assumes undisturbed date as of July 12, 2006 - $41.86 per share

(3)Street NAV as of July 7, 2006

(4)Based on management estimate for 2007 FFO / share of $2.61

(5)Mean 2007E undisturbed FFO multiple as of July 7, 2006

28

Estimated Transaction Pricing Metrics

Assumes $43.50 per RRR Share

($ and SF in millions)

						Estimatd Real Estate Value								2007E Cap Rate				2008E Cap Rate
						Estimated						PSF with
	Pro Rata	Pro Rata		Pro Rata		RE Value		Transaction		Adjusted		Trans.
Location	Sq. Ft.(1)	2007E NOI (1)		2008E NOI (1)		Pre Costs		Costs(2)		RE Value		Cost		No Trans		W Trans.		No Trans		W Trans.
Connecticut(3)	1.11	$	16.5	$	18.8	$	300.0	$	15.6	$	315.6	$	285.0	5.49	%	5.22	%	6.28	%	5.97	%
Long Island(4)	3.58	52.8		56.5		870.0		45.2		915.2		256.0		6.07		5.77		6.49		6.17
New York City (exclusive of One Court Square)	3.42	98.1		115.3		2,350.0		122.1		2,472.1		723.3		4.18		3.97		4.91		4.66
One Court Square(5)	0.42	9.2		9.3		180.0		9.4		189.4		450.3		5.10		4.85		5.15		4.89
New Jersey(4)	2.35	34.8		44.2		570.0		29.6		599.6		255.3		6.11		5.80		7.76		7.38
Eastridge(4)	1.44	15.5		22.7		265.0		13.8		278.8		193.5		5.86		5.57		8.56		8.14
Westchester (Less Eastridge)(3)	2.20	35.1		39.5		520.9		27.1		548.0		248.9		6.73		6.40		7.58		7.21
RA AU-LPT(4)	0.82	10.9		11.8		153.2		8.0		161.1		195.4		7.13		6.77		7.73		7.34
Total and Weighted Average	15.34	$	272.9	$	318.2	$	5,209.1	$	270.7	$	5,479.7	$	357.3	5.24	%	4.98	%	6.11	%	5.81	%
Other Assets per Management NAV(6)						$	566.5	$	29.4	$	595.9
Total Gross Asset Value						$	5,775.6	$	300.1	$	6,075.7

Note: Reflects Tranche III assets at 25% ownership interest and TIAA JV assets at 51.0% ownership

(1)Per Management estimates

(2)Estimated Transaction Costs as per Management, except debt defeasance costs which are as per Goldman Sachs estimates

(3)RE value in Connecticut per Goldman Sachs estimates based upon indications of value from bidders. Westchester (Less Eastridge) allocated pro rata based on implied RE value at $43.50 per share and indications of value on all other segments

(4)Per Management’s proposed valuation

(5)New York City and One Court value based off of indications of value from bidders

(6)Please refer to Management NAV and detailed footnotes on value of other assets

29

Recent REIT Transactions

																			AMLI
			Pan Pacific								Bedford				Town &		Centerpoint		Residential
	Bid at		Retail		Heritage		Trizec		CarrAmerica		Property				Country		Properties		Properties		CRT
	$43.50		Properties		Properties		Properties		Realty		Investors		Arden Realty		Trust(1)		Trust		Trust		Properties
Announcement Date			7/10/2006		7/10/2006		6/5/2006		3/6/2006		2/10/2006		12/22/2005		12/19/2005		12/7/2005		10/24/2005		6/17/2005
Premium on Announcement(2)	-2.6	%	0.0	%	3.3	%	17.9	%	8.9	%	10.5	%	-3.7	%	35.1	%	9.6	%	20.7	%	15.4	%
Premium to 30-day Average(2)	5.2	%	3.7	%	7.2	%	21.1	%	17.3	%	18.2	%	-1.3	%	35.1	%	10.0	%	19.9	%	19.4	%
Premium to 90-day Average(2)	6.2	%	4.6	%	0.3	%	19.3	%	25.3	%	19.0	%	7.9	%	40.1	%	15.3	%	20.1	%	22.7	%
Premium to 52-Week High(2)	-6.2	%	-5.1	%	-10.2	%	10.1	%	7.9	%	9.9	%	-4.0	%	31.4	%	0.1	%	13.0	%	15.4	%
Premium to Street Average NAV(3)	6.9	%	-1.2	%	-7.9	%	12.7	%	17.4	%	27.1	%	17.0	%	33.8	%	42.4	%	2.0	%	15.8	%
Premium to Street Average NAV (Excluding 7/28/06 BOA Report)(3)	10.5	%	-1.2	%	-7.9	%	12.7	%	17.4	%	27.1	%	17.0	%	33.8	%	42.4	%	2.0	%	15.8	%
Premium to Green Street NAV(4)	8.7	%	3.6	%	-6.8	%	7.4	%	11.2	%	NA		10.4	%	24.7	%	57.2	%	2.0	%	NA
Implied Forward FFO Multiple(5)	18.4 x		17.5 x		13.3 x		17.7 x		17.0 x		17.3 x		17.7 x		21.0 x		17.9 x		17.9 x		13.6 x
Implied Nominal Cap Rate(6)	5.2	%	NA		NA		5.6	%	6.2	%	6.4	%	6.0	%	NA		NM		6.0	%	7.8	%

(1)Town and Country premiums based on final purchase price

(2)Source: FactSet. RRR data based on closing prices on July 28, 2006

(3)Source: SNL DataSource & Green Street Advisors as of 7/28/06. Bank of America is excluded from the second NAV mean calculation due to the significant increase in Bank of America’s NAV calculation from $39.25 on 5/5/06 (per SNL Datasource) to $47.48 on 7/28/06 (per SNL Datasource), which accompanied a research piece regarding rumors of a sale of RRR

(4)Per Green Street Advisors research reports

(5)Based on IBES median forward FFO estimates at the time of announcement, except RRR 2006E FFO which is as per Management

(6)As per Green Street Research Report, except Bid at $43.50, which is based upon Management 2007E NOI estimate

30

Comparable Office REIT Transactions

	RRR	Trizec	CarrAmerica	Arden
Announcement Date	TBD	6/5/06	3/6/06	12/22/05
Markets(1)	NYC: 49% Long Island: 17% Westchester:15% New Jersey: 11% Connecticut: 6% Other: 2%	New York: 18% Los Angeles: 14% Washington D.C.: 13% Other: 55%	Washington D.C.:23% Northern California: 23% Southern California: 15% Other: 39%	Southern California: 100%
Implied Cap Rate	5.2%	5.6%	6.2%	6.0%
Price PSF(2)	$340	$251	NA	$255
Consideration	25% Stock / 75% Cash	100% Cash	100% Cash	100%
Buyer	TBD	Brookfield / Blackstone	Blackstone	GECC

(1)RRR market distribution based on pro rata share of value. Trizec, CarrAmerica and Arden market distributions based off of pro rata share of SF

(2)Per Green Street Advisors. RRR price PSF per management NAV and represents PSF without allocation of estimated transaction expenses

31

Negative Premium on Announcement Transactions(1)

US Targets with Transaction Value Greater Than $1.0 bn

							Closing Price
					Acquisition		One Day Prior
Date			Transaction		Price Per		to
Announced	Target Name	Acquiror Name	Value ($mm)		Share		Announcement		Discount
7/16/2001	Expedia Inc	USA Networks Inc	$	1,372.0	$	39.54	$	48.70	(18.8	)%
7/13/2004	National Processing Inc	Bank of America Corp	1,135.9		26.60		29.40		(9.5	)
10/4/2002	JDN Realty Corp	Developers Diversified Realty	1,041.8		11.11		12.13		(8.4	)
1/29/2001	Dallas-Semiconductor Corp	Maxim Integrated Products Inc.	1,368.1		24.88		26.81		(7.2	)
10/3/2005	Dex Media Inc.	RH Donnelley Corp.	9,669.7		27.58		28.90		(4.6	)
5/4/2004	Evergreen Resources Inc.	Pioneer Natural Resources Co.	2,043.1		39.00		40.63		(4.0	)
12/22/2005	Arden Realty Inc.	GE Capital Real Estate	4,633.9		45.25		46.99		(3.7	)
4/1/2002	Trendwest Resorts	Cendant Corp	1,008.2		23.34		24.02		(2.8	)
6/27/2003	Roslyn Bancorp Inc.	New York Community Bancorp	1,614.4		20.33		20.85		(2.5	)
1/23/2004	Union Planters Corp.	Regions Financial Corp.	5,846.1		30.58		31.36		(2.5	)
5/25/2006	AmSouth Bancorp	Regions Financial Corp.	10,020.8		28.33		28.90		(2.0	)
11/17/2003	Travelers Ppty Casualty Corp.	St Paul Cos Inc.	16,136.1		15.94		16.03		(0.6	)
11/18/2001	Conoco Inc.	Phillips Petroleum Co Inc.	24,785.5		24.24		24.30		(0.3	)
					High				(18.8	)%
					Low				(0.3	)
					Mean				(5.1	)

(1)Source: SDC as of July 27, 2006. Represents deals wherein a target is domiciled in the US, and Transaction Value is greater than $1.0 bn

32

Comparative Case Study: Impact of Merger Speculation

Arden Realty – Announced 12/22/05

ARI: 9/30/05 to 12/20/05	RA: 7/13/06 to 7/28/06(1)
[CHART]	[CHART]
•Discount to 1 Day Prior to Announcement: (3.7%) •Premium from Undisturbed Price (09/29/2005)(2): 12.0% •Stock Ramp Up from 09/30/2005 to 1 Day Prior: 13.5%	•Discount to 1 Day Prior to Announcement: (2.1%) •Premium from Undisturbed Price (07/12/2006)(3): 3.9% •Stock Ramp Up from 7/13/2006 to 1 Day Prior: 8.9%

(1)Source: Factset

(2)Represents intraday price on 7/28/06

(3)Based upon 9/30/05 Green Street Advisors research report released on potential Arden transaction

33

V.SL Green Stock Currency Overview

34

SL Green Summary

SLG

•Strategic Rationale:  Taking SLG stock would increase RRR shareholders’ exposure to the high-demand Midtown market.

•According to Green Street Advisors, Midtown conditions are “near perfect” and are expected to be over the next 12-24 months because of “limited new construction, voracious tenant demand, and the ‘need’ for certain tenants to be located in Midtown no matter what the rent.”(2)

•Increasing exposure to Midtown Manhattan could increase tenant synergies with key RRR suburban markets

•RRR shareholders would have a meaningful ownership interest in NewCo due to SLG’s enterprise value ($8.3 bn)

•Consideration:  Increases exposure to a single office market, which could have an increased impact on RRR shareholders should Midtown office conditions deteriorate

•Trading summary:

•Currently trades at 24.7x 2006E FFO and 22.7x 2007E FFO (vs. peer group at 17.2x 2006E FFO and 16.3x 2007E FFO)(3)

•Trading at a 12.0% premium to Wall Street consensus NAV of $101.57(4)

•Wall Street analysts have a mean target share price of $116.23 with a mixture of “Buy” and “Hold” ratings

•YTD total return of 50.7%, which compares to 26.7% for RRR, 18.2% for the MSCI REIT Index and 24.7% for a index of comparable office REITs(5)

SL Green Geographic Concentration(1)

[CHART]

Pro Forma Geographic Concentration

[CHART]

(1)Geographic Concentration by 2007E NLI. SLG per IBES Consensus, RA per Management

(2)Green Street Research: July 26, 2006 note on SL Green

(3)Source: Factset

(4)Source: SNL Datasource, Factset.

(5)Office REIT Index is a market-cap weighted index including AFR, BDN, BXP, CRE, CEI, CLI, EOP, MPG, SLG, TRZ, VNO

35

SLG Stock Sensitivity Analysis(1)

SL Green

	Total Consideration per RRR Share at Closing
	Transaction Price at Signing
Assumed Movement in SLG Stock Price	$	43.50
-30.0%	$	40.02
-20.0%	41.18
-10.0%	42.34
0.0%	43.50
10.0%	44.66
20.0%	45.82
30.0%	46.98

	Premium to Street Average NAV at Closing(2)
	Transaction Price at Signing
Assumed Movement in SLG Stock Price	$	43.50
-30.0%	1.7		%
-20.0%	4.7		%
-10.0%	7.6		%
0.0%	10.5		%
10.0%	13.5		%
20.0%	16.4		%
30.0%	19.4		%

(1)  Note: Assumes consideration of $1.0 bn of SLG stock and the remainder of the consideration of cash

(2)  Source: SNL Datasource and Green Street Advisors. Based upon Wall Street Equity Analyst average NAV of $39.35 per share, as of 7/28/06. Bank of America is excluded from this mean calculation due to the significant increase in Bank of America’s NAV calculation from $39.25 on 5/5/06 (per SNL Datasource) to $47.48 on 7/28/06 (per SNL Datasource), which accompanied a research piece regarding rumors of a sale of RRR

36

Annualized Total Returns(1)

RRR vs. Comparables

Periods Ending 7/28/06

[CHART]

(1)  Source: Factset. Includes reinvestment of dividends

(2)  Office REIT Index is a market-cap weighted index including AFR, BDN, BXP, CRE, CEI, CLI, EOP, MPG, SLG, TRZ, VNO

37

Summary of Research Analysts’ Ratings

SLG

		NAV
				Premium / (Discount) to		Target		2006E		2007E
Bank	Stock Rating	Estimate		NAV		Share Price		FFO		FFO		Date
Merrill Lynch & Co.	Buy	$	117.97	-3.5	%	$	125.00	$	4.63	$	5.57	7/25/06
Goldman Sachs	Buy	—		—		125.00		4.63		5.05		7/26/06
Deutsche Bank Securities	Hold	—		—		—		4.61		4.85		7/26/06
Banc of America Securities	Buy	122.28		-6.9	%	118.00		4.60		5.03		7/26/06
Stifel Nicolaus & Co.	Buy	110.17		3.3	%	123.00		4.60		5.00		7/26/06
Wachovia Securities LLC	Hold	90.84		25.3	%	110.00		4.60		5.02		7/25/06
Citigroup	Buy	88.65		28.4	%	101.00		4.60		5.00		7/26/06
UBS Securities LLC	Hold	92.73		22.7	%	115.00		4.59		4.98		7/11/06
A.G. Edwards Inc.	Hold	86.67		31.3	%	—		4.55		4.98		4/26/06
J.P. Morgan Securities Inc.	Buy	—		—		—		4.55		5.10		7/25/06
Raymond James Financial Inc.	Buy	99.35		14.5	%	120.00		4.55		5.03		7/26/06
RBC Capital Markets	Hold	104.00		9.4	%	107.00		4.53		4.89		7/26/06
Green Street Advisors	Hold	103.00		10.5	%	118.34		4.55		5.43		7/26/06
Average / Consensus		$	101.57	12.0	%	$	116.23	$	4.58	$	5.07

Source: As per SNL DataSource and Green Street Advisors as of July 28, 2006

38

Shareholder Information

SLG

Top 10 Institutional Buyers

Rank	Investor Name	Current Position
1	ABP Investments U.S., Inc.	2,466,500
2	EARNEST Partners, LLC	2,245,189
3	Vanguard Group, Inc.	2,204,438
4	Barclays Global Investors, N.A.	2,003,555
5	ING Clarion Real Estate Securities	1,861,267
6	INVESCO Capital Management Inc.	1,535,645
7	Davis Selected Advisers, L.P.	1,507,678
8	Morgan Stanley Investment Management Inc. (US)	1,306,317
9	Cohen & Steers Capital Management Inc.	1,299,976
10	Principal Global Investors (Equity)	1,098,592
	Other Institutional Buyers	26,099,517
	Subtotal Institutional Buyers	43,628,674

Top 10 Insider Holders

Rank	Insider	Relationship	Direct Holdings
1	Marc Holliday	Chief Executive Officer	443,000
2	Peck Nancy A	Executive Vice President	182,720
3	Green Stephen L	Chairman of the Board	142,965
4	Mathias Amdrew W	Chief Investment Officer	125,750
5	Nettina David J	Other Officer	57,830
6	Hughes Gregory F	Chief Financial Officer	38,012
7	Nocera Gerard T	Chief Operating Officer	28,126
8	Levine Andrew S	Officer	19,000
9	Burton Edwin Thomas III	Director	13,788
10	Feldman Benjamin P	Director	8,600
	Other Institutional Buyers	—	3,616
	Subtotal Insider Buyers	—	1,063,407

Individual Holders
Individual	Current Position
Subtotal Individual Holders	3,203,919
Total SLG Shares	47,896,000

Type of Institutional Shareholders

[CHART]

Source: Thomson One and Factset. Highlighted institutional investors represent crossover with top 10 institutional shareholders in RRR, per Thomson One

39

Board of Directors

SL Green

Name	Position	Biography
Stephen L Green	Chairman of the Board	Stephen L. Green has served as the Chairman of the Board of Directors, and Chief Executive Officer of the company since 1997.  Mr. Green founded S.L. Green Real Estate in 1980. Mr. Green is a Governor of the Real Estate Board of New York and an at-large member of the Executive Committee of the Board of Governors of the Real Estate Board of New York.  Green received a B.A. degree from Hartwick College and a J.D. degree from Boston College Law School
Marc Holliday	CEO and President	Mr. Holliday joined the Company in 1998 as Chief Investment Officer. In 2001 he was promoted to President, and since 1994 has also been CEO.  Holliday is a former Managing Director and Head of Direct Originations for Capital Trust (NYSE: CT) and he  received a Bachelor of Science degree in Business and Finance from Lehigh University in 1988, as well as a Master of Science Degree in Real Estate Development from Columbia University in 1990
John H. Alschuler, Jr	Director	Mr. Alschuler has served as a director since 1997 and serves as a member of the Audit, Executive and Nominating and Corporate Governance Committees.  He is also Chairman of the Compensation Committee for SL Green’s Board of Directors.  Alschuler is also the President of the consulting firm Hamilton, Rabinowitz & Alschuler Inc.
John S. Levy	Director	Mr. Levy has served as a director since 1997 and serves as a member of the Audit and Compensation Committees and as Chairman of the Nominating and Corporate Governance Committee.  He was associated with Lehman Brothers Inc. from 1983 until 1995.  There he served as Managing Director and Chief Administrative Officer of the Financial Services Division, Senior Executive Vice President and Co-Director of the International Division, and Managing Partner of the Equity Securities Division
Edwin Thomas Burton III	Director	Mr. Burton has served as a director since 1997 and serves as Chairman of the Audit Committee.  He is a member of the Compensation and Nominating and Corporate Governance Committees.  Mr. Burton is a member of, and from 1997 until March 2001 served as Chairman of the Board of Trustees of, the Investment Advisory Committee of the Virginia Retirement System for state and local employees of the Commonwealth of Virginia. From 1998 to 2004 he served as a director of Virginia National Bank and also as Senior Vice President, Managing Director and member of the Board of Directors for Interstate Johnson Lane, Inc. as well as President of Rothschild Financial Services, Inc.  Mr. Burton has also held various teaching positions at York College, Rice University and Cornell University

40

VI.           Management Participation Overview

41

Summary of Process

Expressions of Interest	Confi Signed / Received Information Package	Submitted Proposal
Bidder A	Bidder A	SL Green
Bidder B	Bidder B	•      Initial bid of $42.50
Bidder C	Bidder C	•      Subsequent bid of $43.50
Bidder I	SL Green	•      27% Stock / 73% cash
Bidder G	Bidder K	Bidder K
Bidder L	Bidder D	•      $42.50 per share
Bidder E	Bidder I(1)	•      50% Stock / 50% cash(2)
SL Green		Bidder K (NYC & One Court)
Bidder F		•      $2.4 billion New York City
Bidder K		•      $210mm - $220mm One Court
Bidder D

(1) Received confidential information on Stanford, CT properties only

(2) Initial bid of $42.50 at 25% Cash / 75% Stock was subsequently altered to $42.50 at 50% Cash / 50% Stock

42

Management Participation Overview

•      During the course of the due diligence period potential bidders expressed their concern at fully valuing certain pieces of the RRR portfolio

•      In response, Goldman and the Company offered bidders potential acquisition options by Management for those certain assets

•      Management has expressed an interest in acquiring or joint venturing on the following assets:

•      Long Island:

•      Operating properties

•      Development assets

•      Long Island mezzanine notes

•      Eastridge (Westchester, NY) operating properties

•      New Jersey:

•      Operating properties

•      Development assets

•      LPT Land (25% Share)

•      Other Assets

•      Capelli Related Notes

•      RSVP Joint Venture

•      LPT Management Company

•      Goldman Sachs subsequently approached those parties who had participated in the process to determine if they were willing to team up with Bidder K to purchase the RRR assets excluding New York City and One Court

•      Such conversations did not yield sufficient interest or valuation levels that would create proceeds equal to or greater than $43.50 per share, when combined with the Bidder K bid for New York City and One Court

43

Management’s Valuation

RRR Net Asset Value versus Management’s Indications of Value

									Variance
					Purchase				Between
	NAV		Adjusted NAV		Value Including		2007E Implied		Adjusted NAV				Deal
	Value(1)		Value(1)		Transfer Tax(2)		Cap Rate(3)		& Purchase Value				Structure
Long Island
Long Island Operating Properties	$	804,323,034	$	804,323,034	$	873,480,000	6.0	%	$	69,156,966
Long Island Land(4)	30,435,788		23,264,960		24,598,000		—		1,333,040
Outstanding LI notes	42,587,000		42,587,000		42,600,000		—		13,000
Total Long Island	$	877,345,821	$	870,174,993	$	940,678,000			$	70,503,007			Mngmt. Purchase
Eastridge
Eastridge Properties(5)	$	346,685,339	$	247,000,000	$	266,060,000	5.8	%	$	19,060,000
Total Eastridge	$	346,685,339	$	247,000,000	$	266,060,000			$	19,060,000			Mngmt. Purchase
New Jersey
New Jersey Operating Properties(6)	$	619,565,414	$	591,000,000	$	581,970,000	6.0	%	$		(9,030,000	)
New Jersey Land(7)	92,157,403		70,009,034		78,789,039		—		8,780,005
Total New Jersey	$	711,722,817	$	661,009,034	$	660,759,039			$		(249,995	)	Joint Venture
Other Assets
Cappelli Related Notes	$	1,200,000	$	1,200,000	$	1,200,000	—		$	0
RSVP Joint Venture	55,197,000		55,197,000		65,000,000		—		9,803,000
Total Other Assets	$	56,397,000	$	56,397,000	$	66,200,000			$	9,803,000			Mngmt. Purchase
Australia Related Entities
Management Company	$	11,006,352	$	11,006,352	$	22,000,000	—		$	10,993,648
Operating Properties (25% Interest)	153,391,953		153,391,953		153,175,000		7.1	%	(216,953			)
Total Australia	$	164,398,305	$	164,398,305	$	175,175,000			$	10,776,695			Mngmt. Purchase(8)
TOTAL	$	2,156,549,283	$	1,998,979,332	$	2,108,872,039	6.1	%	$	109,892,706

44

Footnotes

(1)   NAV Value per RRR Management; Adjusted NAV Value per RRR Management

(2)   Purchase Value per Management and includes 40 bps of transfer tax payment of operating real estate and land assets

(3)   Implied Cap Rate based upon 2007E NOI, per Management

(4)   Per Management, delta between NAV and Adjusted NAV in Long Island Land due to original NAV valuation of land at a premium while the Adjusted NAV values such land at book

(5)   Per Management, NAV value for Eastridge is based upon a capped stabilized NOI number (2008, per Management) after repositioning efforts and do not reflect repositioning costs and the discounting back from the estimated period of completion.  Per Management, Adjusted NAV represents the original purchase price ($257mm) less 3 Gannett ($35mm) and the addition of 711 Westchester ($25mm)

(6)   Per Management, NAV value for New Jersey operating properties is based upon a capped stabilized number after repositioning efforts at 1 Giralda and does not reflect repositioning costs and the discounting back from the estimated period of completion.  Adjusted NAV reflects purchase price plus an estimated $21mm of repositioning costs (i.e., base building capex, tenant improvements & leasing commissions)

(7)   Per Management, delta between NAV and Adjusted NAV in New Jersey Land due to original NAV valuation of land at a premium while the Adjusted NAV values such land at book

(8)   SL Green expected to finance management purchase of Australian assets

45

Appendix A: Current Proposals

46

Summary of Initial Written Proposals

SL Green
Purchase Price	•      $43.50 per share
Consideration	•      $31.68 in cash and 0.10387 of a share of SL Green common stock for each RRR common share or RRR OP unit ($31.68 + (0.10387*$113.80)) •      No collar
OP Units	•      Common units converted into right to receive that amount of merger consideration as if such units were converted into common stock prior to the effective time •      Preferred units to remain outstanding
Restricted Stock	•      Restrictions on vesting terminated and awards converted into the right to receive the merger consideration
RSUs / PIUs	•      Converted into right to receive that amount of merger consideration as if such units were converted into common stock prior to the effective time
Options	•      Each outstanding RRR option would be given the right to receive an amount, in cash, equal to any excess of $42.50 over the exercise price of such an option
Dividend	•      Regular quarterly dividend; no stub period dividend
Federal Income Tax Treatment	•      Taxable

Source: Purchase price and exchange ratio indicated verbally by Clifford Chance as of 7/230/06. Subject to revision

47

SL Green
Financing	•      Merrill Lynch has completed internal approvals to provide debt financing.  However this is not a condition to the transaction •      Also anticipate repaying certain indebtedness of RRR
Termination Fee	•      3.5% plus expenses of $7 million plus documented financing fees and expenses
Approval	•      Offer approved by board •      Final transaction to be approved by board
Other	•      Transaction will be subject to customary closing conditions •      Do not anticipate that transaction will be subject to SL Green shareholders’ approval •      Merger Agreement gives SLG the right to force unlimited number of asset sales by RRR or OP prior to the closing (as drafted, irrespective of whether the closing occurs)

Source: Purchase price and exchange ratio indicated verbally by Clifford Chance as of 7/30/06. Subject to revision

48

EX-99.(C)(8)

Exhibit (c)(8)

The following exhibit has been edited solely to remove the actual names of the potential bidders.

Searchable text section of graphics shown above

[LOGO]
	PRELIMINARY DRAFT

Presentation to the Special Committee of the Board of RRR

Goldman, Sachs & Co.

2-August-2006

Table of Contents

I.	Summary of Proposed Transaction
II.	Standalone Financial Analyses
III.	Pricing Analysis
IV.	Overview of SL Green
Appendix A:		Strategic Alternatives Analyses
Appendix B:		Management Participation Overview
Appendix C:		Negative Premium on Announcement Transactions

Goldman Sachs does not provide accounting, tax, or legal advice. Notwithstanding anything in this document to the contrary, and except as required to enable compliance with applicable securities law, you (and each of your employees, representatives, and other agents) may disclose to any and all persons the US federal income and state tax treatment and tax structure of the transaction and all materials of any kind (including tax opinions and other tax analyses) that are provided to you relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind.

I.Summary of Proposed Transaction

1

Executive Summary

•Goldman Sachs and Citigroup ran a competitive sale process starting on July 14, 2006 where eight bidders were invited to participate and the Company received indications from interest from two other bidders. Six bidders signed confidentiality agreements and five bidders conducted due diligence over a two week period

•SL Green initially proposed a bid $42.50 per RRR share / unit, which was subsequently raised to $43.50, with approximately $1.0 billion of consideration comprised of stock and the remainder to be paid in cash

•Represents a 10.5% premium to RRR’s Wall Street average NAV(1) and a 12.1% premium to Management’s NAV of approximately $38.81 per share

•Represents a 2.6% discount to 7/28/06 stock price but reflects a 3.9% premium to the estimated undisturbed price of $41.86 on 7/12/06(2) and a 5.2% premium to the 30 day average price of $41.37, as of 7/28/06(3)

•Represents an implied cap rate on the entire portfolio of 5.0% (with no transaction costs) and 4.8% (with $300mm of assumed transaction costs(4)) based upon 2007E pro rata NOI(5)

•We examined SL Green stock as a deal currency and analyzed the impact of price fluctuation in SL Green stock between signing and closing on the consideration received by RRR shareholders

•Bidders informed the Company that they had challenges in valuing certain assets. In response, the Company offered bidders potential acquisition options by Management for those certain assets

•We also examined the valuations that Management has placed on certain assets and how that compares to the RRR Net Asset Value. We performed a market check on those asset valuations to determine whether any other process participants would pay a higher valuation than the offer provided by Management

•We also examined the strategic alternative of selling New York City, One Court, Connecticut and Westchester (ex-Eastridge) assets and analyzing how such a restructuring would impact value to shareholders on a going forward basis

(1) Source:  SNL Datasource and Green Street Advisors.  Excludes Bank of America 7/28/06 updated NAV estimate on the basis that it may reflect significant merger take-out expectations

(2) Source:  Factset.  Assumes undisturbed price of $41.86 as of 7/12/06, the day before mention of a possible RRR acquisition on Kramer’s “Mad Money” program

(3) Source:  Factset

(4) Transaction costs estimates per Management, except debt defeasance costs, which are as per Goldman Sachs

(5) Budget NOI Per Management

2

Summary of Proposed Transaction

	SL Green
Purchase Price	•$43.50 per share
Consideration	•   $31.68 in cash and 0.10387 of a share of SL Green common stock for each RRR common share or RRR OP unit ($31.68 + (0.10387*$113.80)) •No collar
OP Units	•Common units converted into right to receive that amount of merger consideration as if such units were converted into common stock prior to the effective time •[Preferred units to remain outstanding]
Restricted Stock	•Restrictions on vesting terminated and awards converted into the right to receive the merger consideration
RSUs / PIUs	•Converted into right to receive that amount of merger consideration as if such units were converted into common stock prior to the effective time
Options	•Options paid the merger consideration with the exercise price being deducted first from the cash portion of the merger consideration
Dividend	•Regular quarterly dividend; stub period dividend reduced by the pro rata amount that shareholders will receive on their SLG shares for that quarter following the closing
Federal Income Tax Treatment	•Taxable

Source:  Bid letter.  Purchase price and exchange ratio indicated verbally by Clifford Chance as of 7/28/06.  Subject to revision

3

	SL Green
Financing	•   Merrill Lynch has completed internal approvals to provide debt financing. However this is not a condition to the transaction •Also anticipate repaying certain indebtedness of RRR
Termination Fee	•Open
Other	•Transaction is not subject to SL Green shareholders’ approval

Source:  Bid letter.  Purchase price and exchange ratio indicated verbally by Clifford Chance as of 7/28/06.  Subject to revision

4

Sources & Uses

Transaction at $43.50

Sources

SL Green Stock Consideration(1)	$	1,027.2
Cash from RRR Management(2)	2,108.9
Cash from SL Green	2,836.2
Total Sources	$	5,972.2

Uses

Purchase of Outstanding Shares & Units at $43.50(3)	$	3,796.7
Pro Rata Share of Debt at Closing(4)	1,874.4
Value of Preferred Notes	1.2
Estimated Transaction Costs(5)	300.0
Total Uses	$	5,972.2

Source:  Management unless otherwise noted

(1)  Per current offer exchange ratio of 0.10387 SLG share consideration per share of RRR, with SLG’s 8/1/06 closing stock price of $113.91

(2)  Per Management

(3)  Includes impact of conversion of options (utilizing the treasury stock method at $43.50) and the dilutive impact of the convertible notes at $43.50

(4)  Pro forma for sale of Tranche III assets to the Australia LPT

(5)  Estimated transaction costs as per Management, except debt defeasance costs which are per Goldman Sachs estimates

5

RRR Price / Volume

Since 7/10/06

[CHART]

Source:  Factset

6

Total Stock Return

Since 7/10/06

[CHART]

Source:  Factset

Note:  Total returns include dividends.  Comparable Office REIT Index is a market-cap weighted index including AFR, BDN, BXP, CEI, CLI, EOP, MPG, SLG, TRZ, VNO

7

Historical Forward FFO Multiples

Comparable Office REITs

[CHART]

(1) Source: Factset, IBES Consensus estimates

8

Historical Stock Trading Information

RRR

[CHART]

Source:  Factset.  Estimated undisturbed price as of 7/12/06

9

Shares Traded at Various Prices

RRR Stock Price – One Year	RRR Stock Price – March 29, 2006 (52 Week High) to Current
[CHART]	[CHART]

Source: Factset

10

II.Standalone Financial Analyses

11

Preliminary Financial Analyses Overview

Summary

In conducting our preliminary financial analyses, we utilized the following methodologies, based upon Management projections:

•   Management Net Asset Value Analysis

•   Wall Street Consensus Net Asset Value Analysis

•   Trading FFO Multiples Analysis

•   Three-Year Discounted Cash Flow Analysis

•   Five-Year Discounted Cash Flow Analysis

12

Management NAV Analysis

Note:  Pro Forma for Sale of Tranche III to LPT

($ and SF in millions, except per share amounts)

		Pro Rata
	Pro Rata	2007E Budget		Implied		Implied		Gross Asset
Location	Sq. Ft.(1)	NOI (2)		Cap Rate		Price PSF		Value(3)
Connecticut	1.11	$	16.3	6.2	%	$	236.9	$	262.4
Long Island	3.58	53.2		6.6	%	224.4		802.5
New York City (ex. One Court Square)	3.42	91.2		4.7	%	571.6		1,953.5
One Court Square	0.42	9.2		6.0	%	363.9		153.0
New Jersey	2.35	34.7		5.6	%	263.4		618.8
Eastridge	1.44	15.4		4.6	%	233.3		336.1
Westchester (Less Eastridge)	2.20	34.4		5.9	%	265.1		583.8
RA AU-LPT(4)	0.82	11.1		7.2	%	187.6		154.7
Total Value of Operating Property	15.34	$	265.5	5.5	%	$	317.2	$	4,864.7
Plus: Development Properties(5)								$	177.9
Plus: Other Assets(5)								376.3
Plus: Value of LPT Management(5)								11.1
Total Gross Real Estate Value								$	5,430.0
Less: Total Debt(6)								$	(1,874.4	)
Less: Preferred Securities								(1.2		)
Less: Other Liabilities(1)								(185.0		)
Net Asset Value								$	3,369.4
Fully Diluted Share Count(7)								86.8
Net Asset Value per Share(8)								$	38.8

13

Footnotes

(1)Per Management

(2)2007 Budget NOI per Management

(3)Per Management NAV

(4)Pro forma for sale of Tranche III assets to LPT

(5)Per Management

(6)Pro forma for sale of Tranche III assets to LPT. Assumes repayment of One Landmark secured debt with revolver upon maturity in 10/06

(7)Fully diluted share count includes dilutive impact of options (per Treasury Stock Method) at $43.50. Share and option count per Management

(8)NAV per Share does not include estimated transaction expenses

14

Summary of Research Analysts’ Ratings

		NAV
				Premium / (Discount) to		Target		2006E		2007E
Bank	Stock Rating	Estimate		NAV		Share Price		FFO		FFO		Date
Green Street Advisors	Sell	$	40.00	11.7	%	$	39.65	$	2.52	$	2.73	7/19/06
Deutsche Bank Securities	Buy	—		—		46.00		2.40		2.70		7/26/06
Banc of America Securities	Buy	47.48		-5.9	%	45.00		2.37		2.64		7/28/06
RBC Capital Markets	Buy	40.00		11.7	%	42.00		2.37		2.71		7/27/06
J.P. Morgan Securities Inc.	Buy	—		—		—		2.35		2.62		7/24/06
Goldman, Sachs & Co.	Hold	—		—		—		2.34		2.72		5/5/06
Merrill Lynch & Co.	Hold	38.00		17.6	%	—		2.27		2.70		5/4/06
Citigroup Investment Research	Sell	39.99		11.7	%	—		2.25		2.60		7/24/06
Stifel Nicolaus & Co.	Buy	38.76		15.3	%	—		2.24		2.64		6/12/06
Average / Consensus		$	40.71	9.8	%	$	43.16	$	2.35	$	2.67
Average / Consensus excluding Bank of America estimates		$	39.35	13.5	%	$	42.55	$	2.34	$	2.68

Source: As per SNL DataSource as per 7/28/06 and Green Street Advisors.  Bank of America is excluded from the second mean calculation due to the significant increase in Bank of America’s NAV calculation from $39.25 on 5/5/06 (per SNL Datasource) to $47.48 on 7/28/06 (per SNL Datasource), which accompanied a research piece regarding rumors of a sale of RRR

15

Management’s Financial Projections

Funds from Operations & Dividends

	2006		2007			2008			2009
FFO Per Share	$	2.37	$	2.61		$	2.75		$	2.97
% Growth	—		10.1		%	5.4		%	8.0		%
Dividend Per Share	$	1.70	$	1.70		$	1.77		$	1.84
% Growth	—		0.0		%	4.0		%	4.0		%

Sourc:  Management

16

Base Case Trading FFO Multiple Sensitivity

Based Upon Management Projections — Values Not Discounted to Present

	FFO / Share(1)
	2006E	2007E	2008E	2009E	2010E	2011E
Multiple of FFO / Share	$ 2.37	$ 2.61	$ 2.75	$ 2.97	$ 3.12	$ 3.27
12.0 x	28.44	31.32	33.00	35.64	37.42	39.29
13.0 x	30.81	33.93	35.75	38.61	40.54	42.57
14.0 x	33.18	36.54	38.50	41.58	43.66	45.84
15.0 x	35.55	39.15	41.25	44.55	46.78	49.12
16.0 x	37.92	41.76	44.00	47.52	49.90	52.39
17.0 x	40.29	44.37	46.75	50.49	53.01	55.67

•RRR has historically traded at an average multiple of 13.0x over the prior three year period(2)

•RRR trades at an undisturbed multiple of 17.8x 2006E FFO and 15.6x 2007E FFO(3)

•Comparable east coast Office REIT’s(4) have historically traded at an 11.5x forward multiple over the prior five year period

•The current median US Office REIT 2006E FFO multiple is 17.2x and 2007E FFO multiple is 16.3x(5)

(1)Source:  FFO projections through 2009 as per Company management (excludes LTIP Special Out-performance Award).  For 2010 and 2011, FFO has been grown at an assumed 5.0%, per Management

(2)Based upon historical 3 year average multiple over the period Q2 2003 to Q2 2006

(3)Estimated undisturbed price as of July 12, 2006

(4)Comparable east coast Office REITs include SLG, OFC, RA, EOP, CLI, VNO & BDN.  Historical pricing per Factset

(5)Source: Factset

17

Upside Case Trading FFO Multiple Sensitivity

Based Upon Management Projections – Values Not Discounted to Present

	FFO / Share(1)
	2006E	2007E	2008E	2009E	2010E	2011E
Multiple of FFO / Share	$ 2.37	$ 2.61	$ 2.75	$ 2.97	$ 3.27	$ 3.59
12.0 x	28.44	31.32	33.00	35.64	39.20	43.12
13.0 x	30.81	33.93	35.75	38.61	42.47	46.72
14.0 x	33.18	36.54	38.50	41.58	45.74	50.31
15.0 x	35.55	39.15	41.25	44.55	49.01	53.91
16.0 x	37.92	41.76	44.00	47.52	52.21	57.50
17.0 x	40.29	44.37	46.75	50.49	55.54	61.09

•RRR has historically traded at an average multiple of 13.0x over the prior three year period(2)

•RRR trades at an undisturbed multiple of 17.8x 2006E FFO and 15.6x 2007E FFO(3)

•Comparable east coast Office REIT’s(4) have historically traded at an 11.5x forward multiple over the prior five year period

•The current median US Office REIT 2006E FFO multiple is 17.2x and 2007E FFO multiple is 16.3x(5)

(1)Source:  FFO projections through 2009 as per Company management (excludes LTIP Special Out-performance Award).  For 2010 and 2011, FFO has been grown at an assumed 10.0%, per Management

(2)Based upon historical 3 year average multiple over the period Q2 2003 to Q2 2006

(3)Estimated undisturbed price as of July 12, 2006

(4)Comparable east coast Office REITs include SLG, OFC, RA, EOP, CLI, VNO & BDN.  Historical pricing per Factset

(5)Source: Factset

18

Illustrative Discounted Cash Flow Analysis

3-Year – Based Upon Management Projections

Three-Year Discounted Cash Flow to Investors	2007		2008		2009
Projected Dividends / Share(1)	$	1.70	$	1.77	$	1.84
2009E FFO / Share(2)					2.97

	Discount Rate
Multiple of 2009E FFO / Share	7.0%		8.0%		9.0%		10.0%		11.0%
12.0 x	$	33.72	$	32.84	$	31.99	$	31.16	$	30.37
13.0 x	36.15		35.20		34.28		33.39		32.54
14.0 x	38.57		37.56		36.57		35.63		34.71
15.0 x	41.00		39.91		38.87		37.86		36.88
16.0 x	43.42		42.27		41.16		40.09		39.06
17.0 x	45.85		44.63		43.45		42.32		41.23

(1) Source:  Management.  Assumes a 4.0% dividend growth rate per year, starting in 2008 (per Management)

(2) Source:  Management.  Excludes recognition of LTIP Special Out-performance Award

19

5-Year – Base Case per Management

Five-Year Discounted Cash Flow to Investors	2007		2008		2009		2010		2011
Projected Dividends / Share(1)	$	1.70	$	1.77	$	1.84	$	1.91	$	1.99
2011E FFO / Share(2)									3.27

	Discount Rate
Multiple of 2011E FFO / Share	7.0%		8.0%		9.0%		10.0%		11.0%
12.0 x	$	35.52	$	34.05	$	32.65	$	31.32	$	30.07
13.0 x	37.86		36.28		34.78		33.36		32.01
14.0 x	40.19		38.50		36.91		35.39		33.95
15.0 x	42.53		40.73		39.03		37.42		35.90
16.0 x	44.86		42.96		41.16		39.46		37.84
17.0 x	47.20		45.19		43.29		41.49		39.78

(1)Source:  Management.  Assumes a 4.0% dividend growth rate per year, starting in 2008 (per Management)

(2)Source:  Company management.  Excludes recognition of LTIP Special Out-performance Award.  FFO projections beyond 2009 estimated by applying a 5.0% growth rate, per Management

20

5-Year – Upside Case per Management

Five-Year Discounted Cash Flow to Investors	2007		2008		2009		2010		2011
Projected Dividends / Share(1)	$	1.70	$	1.77	$	1.84	$	1.91	$	1.99
2011E FFO / Share(2)									3.59

	Discount Rate
Multiple of 2011E FFO / Share	7.5%		8.5%		9.5%		10.5%		11.5%
12.0 x	$	37.44	$	35.89	$	34.41	$	33.01	$	31.69
13.0 x	39.95		38.28		36.69		35.19		33.77
14.0 x	42.45		40.67		38.98		37.38		35.86
15.0 x	44.95		43.06		41.26		39.56		37.94
16.0 x	47.46		45.45		43.54		41.74		40.03
17.0 x	49.96		47.84		45.83		43.92		42.11

(1)Source:  Management.  Assumes a 4.0% dividend growth rate per year, starting in 2008 (per Management)

(2)Source:  Company management.  Excludes recognition of LTIP Special Out-performance Award.  FFO projections beyond 2009 estimated by applying a 10% growth rate, per Management

21

III.Pricing Analysis

22

Pricing Analysis

Summary

In addition to the standalone financial analyses, the Committee should also consider the following to understand what prices a potential buyer would consider paying for the Company:

•Premium Analysis

•Implied Cap Rate by Market Analysis

•Comparable Transactions Analysis

23

Transaction Premium Analysis

				Proposed		Estimated			Proposed
	Current			Transaction		Undisturbed			Transaction
	(7/28/06)(1)			$43.50		(7/12/06)(2)			$43.50
Stock Price	$	44.68		-2.6	%	$	41.86		3.9	%
30-Day Average	41.37			5.2	%	39.95			8.9	%
90-Day Average	40.98			6.2	%	41.15			5.7	%
180-Day Average	40.07			8.6	%	39.55			10.0	%
One-Year Average	38.11			14.2	%	37.68			15.4	%
Street Average NAV(3)	$	40.71		6.9	%	$	39.00		11.5	%
Street Average NAV(3) excluding Bank of America estimates	39.35			10.5	%	38.94			11.7	%
Green Street NAV	40.00			8.7	%	39.00			11.5	%
RRR Management NAV	$	38.81		12.1	%	$	38.81		12.1	%
RRR 2007E FFO Multiple(4)	17.1		x	16.7	x	16.0		x	16.7	x
Mean 2007E FFO Multiple (Office REIT Index)(5)	16.2		x			15.7		x

(1) Based on closing price of $44.68 as of July 28, 2006

(2) Estimated undisturbed date as of July 12, 2006 - $41.86 per share

(3) Street NAV as of July 7, 2006

(4) Based on management estimate for 2007 FFO / share of $2.61

(5) Mean 2007E undisturbed FFO multiple as of July 14, 2006

24

Estimated Transaction Pricing Metrics

Assumes $43.50 per RRR Share – Budget NOI

($ and SF in millions)

														2007E Implied Cap				2008E Implied Cap
		Budget				Estimated Real Estate Value								Rate				Rate
						Estimated						PSF with
	Pro Rata					RE Value		Transaction		Adjusted		Trans.
Location	Sq. Ft.(1)	2007E NOI(2)		2008E NOI(2)		Pre Costs		Costs(3)		RE Value		Cost		No Trans		W Trans.		No Trans		W Trans.
Connecticut(4)	1.11	$	16.3	$	18.3	$	332.3	$	17.0	$	349.3	$	315.4	4.90	%	4.66	%	5.50	%	5.23	%
Long Island(5)	3.58	53.2		55.2		870.0		44.6		914.6		255.8		6.11	%	5.82	%	6.34	%	6.03	%
New York City (exclusive of One Court Square)	3.42	91.2		106.1		2,350.0		120.4		2,470.4		722.8		3.88	%	3.69	%	4.52	%	4.30	%
One Court Square(6)	0.42	9.2		9.3		180.0		9.2		189.2		450.0		5.10	%	4.85	%	5.15	%	4.90	%
New Jersey(5)	2.35	34.7		43.2		570.0		29.2		599.2		255.1		6.08	%	5.78	%	7.58	%	7.21	%
Eastridge(5)	1.44	15.4		21.6		265.0		13.6		278.6		193.4		5.81	%	5.53	%	8.14	%	7.75	%
Westchester (Less Eastridge)(4)	2.20	34.4		38.7		571.5		29.3		600.8		272.9		6.03	%	5.73	%	6.78	%	6.45	%
RA AU-LPT(5)	0.82	11.1		11.6		153.2		7.8		161.0		195.2		7.24	%	6.89	%	7.59	%	7.22	%
Total and Weighted Average	15.34	$	265.5	$	304.0	$	5,291.9	$	271.0	$	5,563.0	$	362.7	5.02	%	4.77	%	5.74	%	5.46	%
Other Assets per Management NAV(7)						$	565.3	$	29.0	$	594.2
Total Gross Asset Value						$	5,857.2	$	300.0	$	6,157.2

(1)Per Management estimates

(2)2007 Budget NOI as provided by Management

(3)Estimated Transaction Costs as per Management, except debt defeasance costs which are as per Goldman Sachs estimates

(4)RE value in Connecticut per Goldman Sachs estimates based upon indications of value from bidders.  Westchester (Less Eastridge) allocated pro rata based on implied RE value at $43.50 per share and indications of value on all other segments

(5)Per Management’s proposed valuation 

(6)New York City and One Court value based off of indications of value from bidders

(7)Other Assets per Management

25

Assumes $43.50 per RRR Share – DYNA NOI

($ and SF in millions)

														2007E Implied Cap				2008E Implied Cap
		DYNA				Estimated Real Estate Value								Rate				Rate
						Estimated						PSF with
	Pro Rata					RE Value		Transaction		Adjusted		Trans.
Location	Sq. Ft.(1)	2007E NOI(2)		2008E NOI(2)		Pre Costs		Costs(3)		RE Value		Cost		No Trans		W Trans.		No Trans		W Trans.
Connecticut(4)	1.11	$	16.5	$	18.8	$	332.3	$	17.0	$	349.3	$	315.4	4.95	%	4.71	%	5.67	%	5.39	%
Long Island(5)	3.58	52.8		56.5		870.0		44.6		914.6		255.8		6.07	%	5.78	%	6.49	%	6.18	%
New York City (exclusive of One Court Square)	3.42	98.1		115.3		2,350.0		120.4		2,470.4		722.8		4.18	%	3.97	%	4.91	%	4.67	%
One Court Square(6)	0.42	9.2		9.3		180.0		9.2		189.2		450.0		5.10	%	4.85	%	5.15	%	4.90	%
New Jersey(5)	2.35	34.8		44.2		570.0		29.2		599.2		255.1		6.11	%	5.81	%	7.76	%	7.38	%
Eastridge(5)	1.44	15.5		22.7		265.0		13.6		278.6		193.4		5.86	%	5.57	%	8.56	%	8.14	%
Westchester (Less Eastridge)(4)	2.20	35.1		39.5		571.5		29.3		600.8		272.9		6.14	%	5.84	%	6.91	%	6.57	%
RA AU-LPT(5)	0.82	10.9		11.8		153.2		7.8		161.0		195.2		7.13	%	6.78	%	7.73	%	7.35	%
Total and Weighted Average	15.34	$	272.9	$	318.2	$	5,291.9	$	271.0	$	5,563.0	$	362.7	5.16	%	4.91	%	6.01	%	5.72	%
Other Assets per Management NAV(7)						$	565.3	$	29.0	$	594.2
Total Gross Asset Value						$	5,857.2	$	300.0	$	6,157.2

(1)Per Management estimates

(2)2007 DYNA NOI per the DYNA files in the electronic dataroom, which were provided by Management in the sales process

(3)Estimated Transaction Costs as per Management, except debt defeasance costs which are as per Goldman Sachs estimates

(4)RE value in Connecticut per Goldman Sachs estimates based upon indications of value from bidders.  Westchester (Less Eastridge) allocated pro rata based on implied RE value at $43.50 per share and indications of value on all other segments

(5)Per Management’s proposed valuation 

(6)New York City and One Court value based off of indications of value from bidders

(7)Other Assets per Management

26

Recent Selected REIT Transactions

																			AMLI
			Pan Pacific								Bedford				Town &		Centerpoint		Residential
	Bid at		Retail		Heritage		Trizec		CarrAmerica		Property				Country		Properties		Properties		CRT
	$43.50		Properties		Properties		Properties		Realty		Investors		Arden Realty		Trust(1)		Trust		Trust		Properties
Announcement Date			7/10/2006		7/10/2006		6/5/2006		3/6/2006		2/10/2006		12/22/2005		12/19/2005		12/7/2005		10/24/2005		6/17/2005
Premium on Announcement(2)	-2.6	%	0.0	%	3.3	%	17.9	%	8.9	%	10.5	%	-3.7	%	35.1	%	9.6	%	20.7	%	15.4	%
Premium to 30-day Average (2)	5.2	%	3.7	%	7.2	%	21.1	%	17.3	%	18.2	%	-1.3	%	35.1	%	10.0	%	19.9	%	19.4	%
Premium to 90-day Average (2)	6.2	%	4.6	%	0.3	%	19.3	%	25.3	%	19.0	%	7.9	%	40.1	%	15.3	%	20.1	%	22.7	%
Premium to 52-Week High(2)	-6.2	%	-5.1	%	-10.2	%	10.1	%	7.9	%	9.9	%	-4.0	%	31.4	%	0.1	%	13.0	%	15.4	%
Premium to Street Average NAV(3)	6.9	%	-1.2	%	-7.9	%	12.7	%	17.4	%	27.1	%	17.0	%	33.8	%	42.4	%	2.0	%	15.8	%
Premium to Street Average NAV
(Excluding 7/28/06 BOA Report)(3)	10.5	%	-1.2	%	-7.9	%	12.7	%	17.4	%	27.1	%	17.0	%	33.8	%	42.4	%	2.0	%	15.8	%
Premium to Green Street NAV(4)	8.7	%	3.6	%	-6.8	%	7.4	%	11.2	%	NA		10.4	%	24.7	%	57.2	%	2.0	%	NA
Implied Forward FFO Multiple(5)	16.7	x	17.5	x	13.3	x	17.7	x	17.0	x	17.3	x	17.7	x	21.0	x	17.9	x	17.9	x	13.6	x
Implied Nominal Cap Rate(6)	5.0	%	NA		NA		5.6	%	6.2	%	6.4	%	6.0	%	NA		NM		6.0	%	7.8	%

(1)Town and Country premiums based on final purchase price

(2)Source: FactSet.  RRR data based on closing prices on July 28, 2006

(3)Source: SNL DataSource & Green Street Advisors as of 7/28/06.  Bank of America is excluded from the second NAV mean calculation due to the significant increase in Bank of America’s NAV calculation from $39.25 on 5/5/06 (per SNL Datasource) to $47.48 on 7/28/06 (per SNL Datasource), which accompanied a research piece regarding rumors of a sale of RRR

(4)Per Green Street Advisors research reports

(5)Based on 2006 IBES median forward FFO estimates at the time of announcement, except RRR 2006E FFO which is as per Management

(6)As per Green Street Research Report, except Bid at $43.50, which is based upon Management 2007E NOI estimate

27

Comparable Office REIT Transactions

	RRR	Trizec	CarrAmerica	Arden
Announcement Date	TBD	6/5/06	3/6/06	12/22/05
Markets(1)	NYC: 49% Long Island: 17% Westchester:15% New Jersey: 11% Connecticut: 6% Other: 2%	New York: 18% Los Angeles: 14% Washington D.C.: 13% Other: 55%	Washington D.C.: 23% Northern California: 23% Southern California: 15% Other: 39%	Southern California: 100%
Implied Cap Rate	5.0% (2007 Bdgt. NOI) 5.2% (2007 DYNA NOI)	5.6%	6.2%	6.0%
Price PSF(2)	$340	$251	$235	$255
Consideration	23% Stock / 77% Cash	100% Cash	100% Cash	100% Cash
Buyer	SL Green	Brookfield / Blackstone	Blackstone	GECC

(1)RRR market distribution based on pro rata share of value.  Trizec, CarrAmerica and Arden market distributions based off of pro rata share of SF

(2)Per Green Street Advisors.  RRR price PSF and implied cap rate per management NOI and does not allocate estimated transaction expenses

28

IV.  Overview of SL Green

29

SL Green Summary

SLG

•Strategic Rationale:  Taking SLG stock would increase RRR shareholders’ exposure to the high-demand Midtown market

•According to Green Street Advisors, Midtown conditions are “near perfect” and are expected to be over the next 12-24 months because of “limited new construction, voracious tenant demand, and the ‘need’ for certain tenants to be located in Midtown no matter what the rent.”(2)

•Increasing exposure to Midtown Manhattan could increase tenant synergies with key RRR suburban markets

•RRR shareholders would have a meaningful ownership interest in NewCo due to SLG’s relative enterprise value

•Consideration:  Increases exposure to a single office market, which could have an increased impact on RRR shareholders should Midtown office conditions deteriorate

•Trading summary:

•Currently trades at 24.7x 2006E FFO and 22.7x 2007E FFO (vs. peer group at 17.2x 2006E FFO and 16.3x 2007E FFO)(3)

•Trading at a 12.0% premium to Wall Street consensus NAV of $101.57(4)

•Wall Street analysts have a mean target share price of $116.23 with a mixture of “Buy” and “Hold” ratings

•YTD total return of 50.7%, which compares to 26.7% for RRR, 18.2% for the MSCI REIT Index and 24.7% for a index of comparable office REITs(5)

SL Green Geographic Concentration(1)

[CHART]

Pro Forma Geographic Concentration

[CHART]

(1) Geographic Concentration by 2007E NOI.  SLG per IBES Consensus, RA per Management

(2) Green Street Research: July 26, 2006 note on SL Green

(3) Source:  Factset

(4) Source:  SNL Datasource, Factset

(5) Office REIT Index is a market-cap weighted index including AFR, BDN, BXP, CEI, CLI, EOP, MPG, SLG, TRZ, VNO

30

SLG Stock Sensitivity Analysis(1)

SL Green

		Total Consideration per RRR Share at Closing
Assumed Movement in		Transaction Price at Signing
SLG Stock Price		$43.50
-30.0	%	$	40.02
-20.0	%	41.18
-10.0	%	42.34
0.0	%	43.50
10.0	%	44.66
20.0	%	45.82
30.0	%	46.98

		Premium to Street Average NAV at Closing(2)
Assumed Movement in		Transaction Price at Signing
SLG Stock Price		$43.50
-30.0	%	1.7	%
-20.0	%	4.7	%
-10.0	%	7.6	%
0.0	%	10.5	%
10.0	%	13.5	%
20.0	%	16.4	%
30.0	%	19.4	%

(1)  Note:  Assumes consideration of $1.0 bn of SLG stock and the remainder of the consideration of cash

(2)  Source:  SNL Datasource and Green Street Advisors.  Based upon Wall Street Equity Analyst average NAV of $39.35 per share, as of 7/28/06.  Bank of America is excluded from this mean calculation due to the significant increase in Bank of America’s NAV calculation from $39.25 on 5/5/06 (per SNL Datasource) to $47.48 on 7/28/06 (per SNL Datasource), which accompanied a research piece regarding rumors of a sale of RRR

31

Annualized Total Returns(1)

RRR vs. Comparables

Periods Ending 7/28/06

[CHART]

(1) Source:  Factset.  Includes reinvestment of dividends

(2) Office REIT Index is a market-cap weighted index including AFR, BDN, BXP, CRE, CEI, CLI, EOP, MPG, SLG, TRZ, VNO

32

Summary of Research Analysts’ Ratings

SLG

		NAV
				Premium / (Discount) to		Target		2006E		2007E
Bank	Stock Rating	Estimate		NAV		Share Price		FFO		FFO		Date
Merrill Lynch & Co.	Buy	$	117.97	-3.5	%	$	125.00	$	4.63	$	5.57	7/25/06
Goldman Sachs	Buy	—		—		125.00		4.63		5.05		7/26/06
Deutsche Bank Securities	Hold	—		—		—		4.61		4.85		7/26/06
Banc of America Securities	Buy	122.28		-6.9	%	118.00		4.60		5.03		7/26/06
Stifel Nicolaus & Co.	Buy	110.17		3.3	%	123.00		4.60		5.00		7/26/06
Wachovia Securities LLC	Hold	90.84		25.3	%	110.00		4.60		5.02		7/25/06
Citigroup	Buy	88.65		28.4	%	101.00		4.60		5.00		7/26/06
UBS Securities LLC	Hold	92.73		22.7	%	115.00		4.59		4.98		7/11/06
A.G. Edwards Inc.	Hold	86.67		31.3	%	—		4.55		4.98		4/26/06
J.P. Morgan Securities Inc.	Buy	—		—		—		4.55		5.10		7/25/06
Raymond James Financial Inc.	Buy	99.35		14.5	%	120.00		4.55		5.03		7/26/06
RBC Capital Markets	Hold	104.00		9.4	%	107.00		4.53		4.89		7/26/06
Green Street Advisors	Hold	103.00		10.5	%	118.34		4.55		5.43		7/26/06
Average / Consensus		$	101.57	12.0	%	$	116.23	$	4.58	$	5.07

Source:  As per SNL DataSource and Green Street Advisors as of July 28, 2006

33

Shareholder Information

SLG

Top 10 Institutional Buyers

Rank	Investor Name	Current Position
1	ABP Investments U.S., Inc.	2,466,500
2	EARNEST Partners, LLC	2,245,189
3	Vanguard Group, Inc.	2,204,438
4	Barclays Global Investors, N.A.	2,003,555
5	ING Clarion Real Estate Securities	1,861,267
6	INVESCO Capital Management Inc.	1,535,645
7	Davis Selected Advisers, L.P.	1,507,678
8	Morgan Stanley Investment Management Inc. (US)	1,306,317
9	Cohen & Steers Capital Management Inc.	1,299,976
10	Principal Global Investors (Equity)	1,098,592
	Other Institutional Buyers	26,099,517
	Subtotal Institutional Buyers	43,628,674

Top 10 Insider Holders

Rank	Insider	Relationship	Direct Holdings
1	Holliday Marc	Chief Executive Officer	443,000
2	Peck Nancy A	Executive Vice President	182,720
3	Green Stephen L	Chairman of the Board	142,965
4	Mathias Amdrew W	Chief Investment Officer	125,750
5	Nettina David J	Other Officer	57,830
6	Hughes Gregory F	Chief Financial Officer	38,012
7	Nocera Gerard T	Chief Operating Officer	28,126
8	Levine Andrew S	Officer	19,000
9	Burton Edwin Thomas III	Director	13,788
10	Feldman Benjamin P	Director	8,600
	Other Institutional Buyers	—	3,616
	Subtotal Insider Buyers	—	1,063,407

Individual Holders

Individual	Current Position
Subtotal Individual Holders	3,203,919
Total SLG Shares	47,896,000

Type of Institutional Shareholders

[CHART]

Source: Thomson One and Factset.  Highlighted institutional investors represent crossover with top 10 institutional shareholders in RRR, per Thomson One

34

Board of Directors(1)

SL Green

Name	Position	Biography
Stephen L Green	Chairman of the Board	Stephen L. Green has served as the Chairman of the Board of Directors, and Chief Executive Officer of the company since 1997. Mr. Green founded S.L. Green Real Estate in 1980. Mr. Green is a Governor of the Real Estate Board of New York and an at-large member of the Executive Committee of the Board of Governors of the Real Estate Board of New York. Green received a B.A. degree from Hartwick College and a J.D. degree from Boston College Law School
Marc Holliday	CEO and President	Mr. Holliday joined the Company in 1998 as Chief Investment Officer. In 2001 he was promoted to President, and since 1994 has also been CEO. Holliday is a former Managing Director and Head of Direct Originations for Capital Trust (NYSE: CT) and he received a Bachelor of Science degree in Business and Finance from Lehigh University in 1988, as well as a Master of Science Degree in Real Estate Development from Columbia University in 1990
John H. Alschuler, Jr	Director	Mr. Alschuler has served as a director since 1997 and serves as a member of the Audit, Executive and Nominating and Corporate Governance Committees. He is also Chairman of the Compensation Committee for SL Green’s Board of Directors. Alschuler is also the President of the consulting firm Hamilton, Rabinowitz & Alschuler Inc.
John S. Levy	Director	Mr. Levy has served as a director since 1997 and serves as a member of the Audit and Compensation Committees and as Chairman of the Nominating and Corporate Governance Committee. He was associated with Lehman Brothers Inc. from 1983 until 1995. There he served as Managing Director and Chief Administrative Officer of the Financial Services Division, Senior Executive Vice President and Co-Director of the International Division, and Managing Partner of the Equity Securities Division
Edwin Thomas Burton III	Director	Mr. Burton has served as a director since 1997 and serves as Chairman of the Audit Committee. He is a member of the Compensation and Nominating and Corporate Governance Committees. Mr. Burton is a member of, and from 1997 until March 2001 served as Chairman of the Board of Trustees of, the Investment Advisory Committee of the Virginia Retirement System for state and local employees of the Commonwealth of Virginia. From 1998 to 2004 he served as a director of Virginia National Bank and also as Senior Vice President, Managing Director and member of the Board of Directors for Interstate Johnson Lane, Inc. as well as President of Rothschild Financial Services, Inc. Mr. Burton has also held various teaching positions at York College, Rice University and Cornell University

(1)  Source: SL Green 2005 Annual Report

35

Appendix A:  Strategic Alternatives Analyses

36

Executive Summary

We have been asked to analyze the impact of restructuring RRR by selling New York City, One Court Square, Connecticut and Westchester (excluding Eastridge) assets with the goal of having the Company emerge as a suburban-focused company

•Execution of portfolio repositioning involves the following steps

•Liquidate New York City, One Court Square, Connecticut and Westchester (Less Eastridge)

•Return portion of the proceeds to shareholders via special dividend

•Restructuring balance sheet to maintain approximately 40% leverage pro forma

•Manage headcount to bring G&A in line with reduced footprint

•Benefits of creating a suburban-focused company include

•Monetizes midtown Manhattan office assets at historically low cap rates, which are driven by significant market demand and supply constraints

•Preserves RRR as a going concern and may preserve potential upside for shareholders

•Provides substantial capital to re-deploy or return to shareholders

37

Issues to Consider

•Transaction costs(1)

•Tax costs to shareholders due to the potential triggering of capital gain taxes at the shareholder level(2)

•Corporate morale and employee efficiency could be impacted

•Challenges in retaining and attracting talented people

•Friction costs

•Market perception of NewCo

•Risk of FFO multiple compression with the shift to a suburban-focused strategy

•Fixed costs associated with public company reporting and legal requirement

(1)As per Goldman Sachs estimates:  1.0% selling costs for New York City Assets.  Assumes payment of transfer taxes by buyer

(2)Capital gains taxes may be triggered based upon a tax basis in NYC/One Court of $1.1 bn (per Company)

38

Illustrative NewCo Valuation

Per Management

($ in millions, except per share amounts)

	Base			Upside
Net Proceeds from Asset Sale
Gross Proceeds from Asset Sale(1)	$	3,350.0		$	3,400.0
Less: Repayment of Debt	1,388.6			1,388.6
Equals: Est. Net Proceeds to Shareholders from Asset Sale(2)	1,961.4			2,011.4
Fully Diluted Shares(3)	86.8			86.8
Subtotal: Est. Net Proceeds per Share from Asset Sale(3)	$	22.59		$	23.17
Remaining Value of NewCo
Operating Income from Properties & Notes(4)	138.9			148.2
Est. Funds from Operation	76.3			85.6
Fully Diluted Shares(3)	86.8			86.8
Est. NewCo FFO per Share	$	0.88		$	0.99
Times: Estimated FFO Multiple(5)	12.0		x	14.0		x
Subtotal: Est. Market Value of NewCo	$	10.55		$	13.80
Total Value to RRR Shareholders from Strategic Alternative	$	33.14		$	36.97
Approx. NewCo Total Debt / Total Assets at Closing(6)	40.0		%	(40.0%		)

39

Footnotes

($ in millions, except per share amounts)

(1)Estimated Gross Proceeds from sale of NYC, One Court, Connecticut and Westchester Assets (ex-Eastridge) per indications of interest from bidders

(2)Proceeds to shareholders based upon gross proceeds less cash set aside to repay debt to bring pro forma leverage to approx. 40%

(3)Fully Diluted Share count per Management and assumes share price of $43.50 and impact of in-the-money options

(4)Utilizes 2008 projections as there is significant repositioning in 2007. 2008 Base case property Net Operating Income per Management budget. 2008 Upside case utilizes DYNA Net Operating Income in the dataroom

(5)Estimated FFO Multiple based upon estimated range on suburban office comparables

(6)Assumes proceeds from asset sale that are not distributed to shareholders are used to reduce debt to approx. 40% pro forma LTV

40

NewCo:  Comparable Companies

New York City versus Suburban Assets

($ in millions)

	Closing	% of 52												FFO
	Price	Week		Dividend		Enterprise		Net Debt +		FFO Multiples(1)				Growth
	07/28/06	High		Yield		Value (EV)		Preferred / EV		2006E		2007E		‘06E-’07E
Suburban Comparables
Liberty Property	46.92	95.8		5.2		6,747		35.8		14.9		14.3		4.4
Glenborough Realty Trust	22.42	98.7		4.9		1,664		52.7		14.0		13.2		6.2
Mack-Cali Realty	48.65	100.0		5.2		5,964		36.5		13.5		13.6		(1.0	)
Brandywine Realty	32.14	98.3		5.5		6,123		50.1		12.8		12.2		4.8
Parkway Properties	46.13	86.1		5.6		1,421		53.3		11.3		11.3		0.2
High		100.0	%	5.6	%	$	6,747	53.3	%	14.9	x	14.3	x	6.2	%
Mean		95.8	%	5.3	%	$	4,384	45.7	%	13.3	x	12.9	x	3.0	%
Median		98.3	%	5.2	%	$	5,964	50.1	%	13.5	x	13.2	x	4.4	%
Low		86.1	%	4.9	%	$	1,421	35.8	%	11.3	x	11.3	x	(1.0	)%

Source: Latest publicly available financial statements

(1) All projected FFO estimates have been calendarized. FFO numbers based on IBES median estimates

41

Appendix B:  Management Participation Overview

42

Summary of Process

Expressions of Interest	Confi Signed / Received Information Package	Submitted Proposal
Bidder A Bidder B Bidder C Bidder M Bidder I Bidder G Bidder L Bidder E SL Green Bidder F Bidder K Bidder D	Bidder A Bidder B Bidder C SL Green Bidder K Bidder D Bidder I(1)	SL Green •Initial bid of $42.50 •Subsequent bid of $43.50 •27% Stock / 73% cash Bidder K •$42.50 per share •50% Stock / 50% cash(2) Bidder K (NYC & One Court) •$2.4 billion New York City •$210mm - $220mm One Court

(1) Received confidential information on Stanford, CT properties only

(2) Initial bid of $42.50 at 25% Cash / 75% Stock was subsequently altered to $42.50 at 50% Cash / 50% Stock

43

Management Participation Overview

•During the course of the due diligence period potential bidders expressed their concern at fully valuing certain pieces of the RRR portfolio

•In response, the Company offered bidders potential acquisition options by Management for those certain assets

•Management has expressed an interest in acquiring or joint venturing the following assets:

•Long Island:

•Operating properties

•Development assets

•Long Island mezzanine notes

•Eastridge (Westchester, NY) operating properties

•New Jersey:

•Operating properties

•Development assets

•LPT Land (25% Share)

•Other Assets

•Capelli Related Notes

•RSVP Joint Venture

•LPT Management Company

•Goldman Sachs subsequently approached those parties who had participated in the process to determine if they were willing to team up with Bidder K to purchase the RRR assets excluding New York City and One Court

•Such conversations did not yield sufficient interest or valuation levels that would create proceeds equal to or greater than $43.50 per share, when combined with the Bidder K bid for New York City and One Court

44

Management’s Valuation

NAV versus Management’s Indications of Value – Budget NOI

													Variance
					Purchase		Purchase		Budget		Budget		Between
	NAV		Adjusted NAV		Value Including		Value Including		2007E Implied		2008E Implied		Adjusted NAV			Deal
	Value(1)		Value(1)		Transfer Tax(2)		Transfer Tax PSF(2)		Cap Rate(3)		Cap Rate(3)		& Purchase Value			Structure
Long Island
Long Island Operating Properties	$	802,452,714	$	802,452,714	$	873,480,000	$	244	6.1	%	6.3	%	$	71,027,286
Long Island Land(4)	30,435,788		23,264,960		24,598,000		—		—		—		1,333,040
Outstanding LI notes	42,587,000		42,587,000		42,600,000		—		—		—		13,000
Total Long Island	$	875,475,501	$	868,304,673	$	940,678,000							$	72,373,327		Mngmt. Purchase
Eastridge
Eastridge Properties(5)	$	340,957,523	$	247,000,000	$	266,060,000	$	185	5.8	%	8.1	%	$	19,060,000
Total Eastridge	$	340,957,523	$	247,000,000	$	266,060,000							$	19,060,000		Mngmt. Purchase
New Jersey
New Jersey Operating Properties(6)	$	618,774,170	$	591,000,000	$	581,970,000	$	248	6.0	%	7.4	%	$	(9,030,000	)
New Jersey Land(7)	92,157,403		70,009,034		78,789,039		—		—		—		8,780,005
Total New Jersey	$	710,931,573	$	661,009,034	$	660,759,039							$	(249,995	)	Joint Venture
Other Assets
Cappelli Related Notes	$	1,200,000	$	1,200,000	$	1,200,000	—		—		—		$	0
RSVP Joint Venture	55,197,000		55,197,000		65,000,000		—		—		—		9,803,000
Total Other Assets	$	56,397,000	$	56,397,000	$	66,200,000							$	9,803,000		Mngmt. Purchase
Australia Related Entities
Management Company	$	11,006,352	$	11,006,352	$	22,000,000	—		—		—		$	10,993,648
Operating Properties (25% Interest)	154,711,766		154,711,766		153,175,000		$	186	7.2	%	7.6	%	(1,536,766		)
Total Australia	$	165,718,117	$	165,718,117	$	175,175,000							$	9,456,883		Mngmt. Purchase(8)
TOTAL	$	2,149,479,714	$	1,998,428,825	$	2,108,872,039	$	229	6.1	%	7.0	%	$	110,443,214

45

NAV versus Management’s Indications of Value – DYNA NOI

															Variance
							Purchase		Purchase		DYNA		DYNA		Between
	NAV			Adjusted NAV			Value Including		Value Including		2007E Implied		2008E Implied		Adjusted NAV			Deal
	Value(1)			Value(1)			Transfer Tax(2)		Transfer Tax PSF(2)		Cap Rate(3)		Cap Rate(3)		& Purchase Value			Structure
Long Island
Long Island Operating Properties	$		802,452,714	$		802,452,714	$	873,480,000	$	244	6.0	%	6.5	%	$	71,027,286
Long Island Land(4)	30,435,788			23,264,960			24,598,000		—		—		—		1,333,040
Outstanding LI notes	42,587,000			42,587,000			42,600,000		—		—		—		13,000
Total Long Island	$		875,475,501	$		868,304,673	$	940,678,000							$	72,373,327		Mngmt. Purchase
Eastridge
Eastridge Properties(5)	$		340,957,523	$		247,000,000	$	266,060,000	$	185	5.8	%	8.5	%	$	19,060,000
Total Eastridge	$		340,957,523	$		247,000,000	$	266,060,000							$	19,060,000		Mngmt. Purchase
New Jersey
New Jersey Operating Properties(6)	$		618,774,170	$		591,000,000	$	581,970,000	$	248	6.0	%	7.6	%	$	(9,030,000	)
New Jersey Land(7)	92,157,403			70,009,034			78,789,039		—		—		—		8,780,005
Total New Jersey	$		710,931,573	$		661,009,034	$	660,759,039							$	(249,995	)	Joint Venture
Other Assets
Cappelli Related Notes	$		1,200,000	$		1,200,000	$	1,200,000	—		—		—		$	0
RSVP Joint Venture	55,197,000			55,197,000			65,000,000		—		—		—		9,803,000
Total Other Assets	$		56,397,000	$		56,397,000	$	66,200,000							$	9,803,000		Mngmt. Purchase
Australia Related Entities
Management Company	$		11,006,352	$		11,006,352	$	22,000,000	—		—		—		$	10,993,648
Operating Properties (25% Interest)	154,711,766			154,711,766			153,175,000		$	186	7.1	%	7.7	%	(1,536,766		)
Total Australia	$	165,718,117		$	165,718,117		$	175,175,000							$	9,456,883		Mngmt. Purchase(8)
TOTAL	$	2,149,479,714		$	1,998,428,825		$	2,108,872,039	$	229	6.1	%	7.2	%	$	110,443,214

46

Footnotes

(1)NAV Value per Management; Adjusted NAV Value per Management

(2)Purchase Value per Management and includes 40 bps of transfer tax payment of operating real estate and land assets

(3)Implied Cap Rate based upon 2007E Budget NOI, per Management

(4)Per Management, delta between NAV and Adjusted NAV in Long Island Land due to original NAV valuation of land at a premium while the Adjusted NAV values such land at book

(5)Per Management, NAV value for Eastridge is based upon a capped stabilized NOI number (2008, per Management) after repositioning efforts and does not reflect repositioning costs and the discounting back from the estimated period of completion to reflect the related risk of build-out, leasing and execution risk. Per Management, Adjusted NAV represents the original purchase price ($257mm) less 3 Gannett ($35mm) and the addition of 711 Westchester ($25mm)

(6)Per Management, NAV value for New Jersey operating properties is based upon a capped stabilized number after repositioning efforts at 1 Giralda and does not reflect repositioning costs and the discounting back from the estimated period of completion to reflect the related risk of build-out, leasing and execution risk Adjusted NAV reflects purchase price plus an estimated $21mm of repositioning costs (i.e., base building capex, tenant improvements & leasing commissions)

(7)Per Management, delta between NAV and Adjusted NAV in New Jersey Land due to original NAV valuation of land at a premium while the Adjusted NAV values such land at book

(8)SL Green expected to finance management purchase of Australian assets

47

Comparable Office REIT Transactions

	NewCo	Trizec	CarrAmerica	Arden
Announcement Date	TBD	6/5/06	3/6/06	12/22/05
Markets(1)	Long Island: 45%	New York: 18%	Washington D.C.:23%	Southern California: 100%
	New Jersey: 33%	Los Angeles: 14%	Northern California: 23%
	Eastridge: 14%	Washington D.C.: 13%	Southern California: 15%
	Australia Entity: 8%	Other: 55%	Other: 39%
Implied Cap Rate	6.1%	5.6%	6.2%	6.0%
Price PSF(2)	$229	$251	$235	$255
Consideration	100% Cash	100% Cash	100% Cash	100% Cash
Buyer	Management	Brookfield / Blackstone	Blackstone	GECC

(1)  Market distributions based off of pro rata share of SF

(2)  Per Green Street Advisors.  RRR price PSF per management bid and represents PSF without allocation of estimated transaction expenses

48

Appendix C: Negative Premium on Announcement Transactions

49

Negative Premium on Announcement Transactions(1)

US Targets with Transaction Value Greater Than $1.0 bn

							Closing Price
					Acquisition		One Day Prior
Date			Transaction		Price Per		to
Announced	Target Name	Acquiror Name	Value ($mm)		Share		Announcement		Discount
7/16/2001	Expedia Inc	USA Networks Inc	$	1,372.0	$	39.54	$	48.70	(18.8	)%
7/13/2004	National Processing Inc	Bank of America Corp	1,135.9		26.60		29.40		(9.5	)
10/4/2002	JDN Realty Corp	Developers Diversified Realty	1,041.8		11.11		12.13		(8.4	)
1/29/2001	Dallas-Semiconductor Corp	Maxim Integrated Products Inc.	1,368.1		24.88		26.81		(7.2	)
10/3/2005	Dex Media Inc.	RH Donnelley Corp.	9,669.7		27.58		28.90		(4.6	)
5/4/2004	Evergreen Resources Inc.	Pioneer Natural Resources Co.	2,043.1		39.00		40.63		(4.0	)
12/22/2005	Arden Realty Inc.	GE Capital Real Estate	4,633.9		45.25		46.99		(3.7	)
4/1/2002	Trendwest Resorts	Cendant Corp	1,008.2		23.34		24.02		(2.8	)
6/27/2003	Roslyn Bancorp Inc.	New York Community Bancorp	1,614.4		20.33		20.85		(2.5	)
1/23/2004	Union Planters Corp.	Regions Financial Corp.	5,846.1		30.58		31.36		(2.5	)
5/25/2006	AmSouth Bancorp	Regions Financial Corp.	10,020.8		28.33		28.90		(2.0	)
11/17/2003	Travelers Ppty Casualty Corp.	St Paul Cos Inc.	16,136.1		15.94		16.03		(0.6	)
11/18/2001	Conoco Inc.	Phillips Petroleum Co Inc.	24,785.5		24.24		24.30		(0.3	)
					High				(18.8	)%
					Low				(0.3	)
					Mean				(5.1	)

(1)Source: SDC as of July 27, 2006. Represents deals wherein a target is domiciled in the US, and Transaction Value is greater than $1.0 bn

50

EX-99.(C)(9)

Exhibit (c)(9)

The following exhibit has been edited solely to remove the actual names of the potential bidders.

Searchable text section of graphics shown above

[LOGO]

Presentation to the Special Committee of the Board of RRR

Goldman, Sachs & Co.

3-August-2006

Table of Contents

I.	Summary of Proposed Transaction
II.	Standalone Financial Analyses
III.	Pricing Analysis
IV.	Overview of SL Green
Appendix A:		Strategic Alternatives Analyses
Appendix B:		Management Participation Overview
Appendix C:		Negative Premium on Announcement Transactions

Goldman Sachs does not provide accounting, tax, or legal advice.  Notwithstanding anything in this document to the contrary, and except as required to enable compliance with applicable securities law, you (and each of your employees, representatives, and other agents) may disclose to any and all persons the US federal income and state tax treatment and tax structure of the transaction and all materials of any kind (including tax opinions and other tax analyses) that are provided to you relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind.

I.Summary of Proposed Transaction

1

Executive Summary

•Goldman Sachs and Citigroup ran a competitive sale process starting on July 14, 2006 where eight bidders were invited to participate and the Company received indications from interest from two other bidders.  Six bidders signed confidentiality agreements and five bidders conducted due diligence over a two week period

•SL Green initially proposed a bid $42.50 per RRR share / unit, which was subsequently raised to $43.50, with approximately $1.0 billion of consideration comprised of stock and the remainder to be paid in cash

•Represents a 10.5% premium to RRR’s Wall Street average NAV(1) and a 16.9% premium to Management’s NAV of approximately $37.20 per share

•Represents a 2.6% discount to 7/28/06 stock price but reflects a 3.9% premium to the estimated undisturbed price of $41.86 on 7/12/06(2) and a 5.2% premium to the 30 day average price of $41.37, as of 7/28/06(3)

•Represents an implied cap rate on the entire portfolio of 5.0% (with no transaction costs) and 4.8% (with $300mm of assumed transaction costs(4)) based upon 2007E pro rata NOI(5)

•We examined SL Green stock as a deal currency and analyzed the impact of price fluctuation in SL Green stock between signing and closing on the consideration received by RRR shareholders

•Bidders informed the Company that they had challenges in valuing certain assets.  In response, the Company offered bidders potential acquisition options by Management for those certain assets

•We also examined the valuations that Management has placed on certain assets and how that compares to the RRR Net Asset Value.  We performed a market check on those asset valuations to determine whether any other process participants would pay a higher valuation than the offer provided by Management

•We also examined the strategic alternative of selling New York City, One Court, Connecticut and Westchester (ex-Eastridge) assets and analyzing how such a restructuring would impact value to shareholders on a going forward basis

(1)Source:  SNL Datasource and Green Street Advisors.  Excludes Bank of America 7/28/06 updated NAV estimate on the basis that it may reflect significant merger take-out expectations

(2)Source:  Factset.  Assumes undisturbed price of $41.86 as of 7/12/06, the day before mention of a possible RRR acquisition on Kramer’s “Mad Money” program

(3)Source:  Factset

(4)Transaction costs estimates per Management, except debt defeasance costs, which are as per Goldman Sachs

(5)Budget NOI Per Management

2

Summary of Proposed Transaction

SL Green

Purchase Price	•$43.50 per share
Consideration	•$31.68 in cash and 0.10387 of a share of SL Green common stock for each RRR common share or RRR OP unit ($31.68 + (0.10387*$113.80))
	•No collar
OP Units	•Common units converted into right to receive that amount of merger consideration as if such units were converted into common stock prior to the effective time
	•Preferred units to remain outstanding
Restricted Stock	•Restrictions on vesting terminated and awards converted into the right to receive the merger consideration
RSUs / PIUs	•Converted into right to receive that amount of merger consideration as if such units were converted into common stock prior to the effective time
Options	•Options paid the merger consideration with the exercise price being deducted first from the cash portion of the merger consideration
Dividend	•Regular quarterly dividend; stub period dividend reduced by the pro rata amount that shareholders will receive on their SLG shares for that quarter following the closing
Federal Income Tax Treatment	•Taxable

Source:  Bid letter.  Purchase price and exchange ratio indicated verbally by Clifford Chance as of 7/28/06.  Subject to revision

3

SL Green
Financing	•Wachovia Capital Markets has completed internal approvals to provide debt financing. However this is not a condition to the transaction
	•Also anticipate repaying certain indebtedness of RRR
Termination Fee	•Open
Other	•Transaction is not subject to SL Green shareholders’ approval

Source:  Bid letter.  Purchase price and exchange ratio indicated verbally by Clifford Chance as of 7/28/06.  Subject to revision

4

RRR Price / Volume

Since 7/10/06

[CHART]

Source:  Factset

5

Total Stock Return

Since 7/10/06

[CHART]

Source:  Factset

Note:  Total returns include dividends.  Comparable Office REIT Index is a market-cap weighted index including AFR, BDN, BXP, CEI, CLI, EOP, MPG, SLG, TRZ, VNO

6

Historical Forward FFO Multiples

Comparable Office REITs

[CHART]

(1)Source: Factset, IBES Consensus estimates

7

Historical Stock Trading Information

RRR

[CHART]

Source:  Factset.  Estimated undisturbed price as of 7/12/06

8

Shares Traded at Various Prices

	RRR Stock Price – March 29, 2006
RRR Stock Price – One Year	(52 Week High) to Current
[CHART]	[CHART]

Source: Factset

9

II.Standalone Financial Analyses

10

Preliminary Financial Analyses Overview

Summary

In conducting our preliminary financial analyses, we utilized the following methodologies, based upon Management projections:

•Management Net Asset Value Analysis

•Wall Street Consensus Net Asset Value Analysis

•Trading FFO Multiples Analysis

•Three-Year Discounted Cash Flow Analysis

•Five-Year Discounted Cash Flow Analysis

11

Management NAV Analysis

Note:  Pro Forma for Sale of Tranche III to LPT

($ and SF in millions, except per share amounts)

		Pro Rata
	Pro Rata	2007E		Implied		Implied		Gross Asset
Location	Sq. Ft.(1)	Budget NOI(2)		Cap Rate		Price PSF		Value(3)
Connecticut	1.11	$	16.3	6.2	%	$	236.9	$	262.4
Long Island	3.58	53.2		6.6	%	224.4		802.5
New York City (ex. One Court Square)	3.42	91.2		4.7	%	571.6		1,953.5
One Court Square	0.42	9.2		6.0	%	363.9		153.0
New Jersey	2.35	34.7		6.0	%	246.2		578.4
Eastridge	1.44	15.4		6.5	%	164.4		236.8
Westchester (Less Eastridge)	2.20	34.4		5.9	%	265.1		583.8
RA AU-LPT(4)	0.82	11.1		7.2	%	187.6		154.7
Total Value of Operating Property	15.34	$	265.5	5.6	%	$	308.1	$	4,725.0
Plus: Development Properties(5)								$	177.9
Plus: Other Assets(5)								376.3
Plus: Value of LPT Management(5)								11.1
Total Gross Real Estate Value								$	5,290.3
Less: Total Debt(6)								$	(1,874.4	)
Less: Preferred Securities								(1.2		)
Less: Other Liabilities(1)								(185.0		)
Net Asset Value								$	3,229.7
Fully Diluted Share Count(7)								86.8
Net Asset Value per Share(8)								$	37.20

12

Footnotes

(1)Per Management

(2)2007 Budget NOI per Management

(3)Per Management NAV

(4)Pro forma for sale of Tranche III assets to LPT

(5)Per Management

(6)Pro forma for sale of Tranche III assets to LPT.  Assumes repayment of One Landmark secured debt with revolver upon maturity in 10/06

(7)Fully diluted share count includes dilutive impact of options (per Treasury Stock Method) at $43.50.  Share and option count per Management

(8)NAV per Share does not include estimated transaction expenses

13

Summary of Research Analysts’ Ratings

		NAV
				Premium / (Discount) to		Target		2006E		2007E
Bank	Stock Rating	Estimate		NAV		Share Price		FFO		FFO		Date
Green Street Advisors	Sell	$	40.00	11.7	%	$	39.65	$	2.52	$	2.73	7/19/06
Deutsche Bank Securities	Buy	—		—		46.00		2.40		2.70		7/26/06
Banc of America Securities	Buy	47.48		-5.9	%	45.00		2.37		2.64		7/28/06
RBC Capital Markets	Buy	40.00		11.7	%	42.00		2.37		2.71		7/27/06
J.P. Morgan Securities Inc.	Buy	—		—		—		2.35		2.62		7/24/06
Goldman, Sachs & Co.	Hold	—		—		—		2.34		2.72		5/5/06
Merrill Lynch & Co.	Hold	38.00		17.6	%	—		2.27		2.70		5/4/06
Citigroup Investment Research	Sell	39.99		11.7	%	—		2.25		2.60		7/24/06
Stifel Nicolaus & Co.	Buy	38.76		15.3	%	—		2.24		2.64		6/12/06
Average / Consensus		$	40.71	9.8	%	$	43.16	$	2.35	$	2.67
Average / Consensus excluding Bank of America estimates		$	39.35	13.5	%	$	42.55	$	2.34	$	2.68

Source: As per SNL DataSource as per 7/28/06 and Green Street Advisors. Bank of America is excluded from the second mean calculation due to the significant increase in Bank of America’s NAV calculation from $39.25 on 5/5/06 (per SNL Datasource) to $47.48 on 7/28/06 (per SNL Datasource), which accompanied a research piece regarding rumors of a sale of RRR

14

Management’s Financial Projections

Funds from Operations & Dividends

	2006		2007			2008			2009
FFO Per Share	$	2.37	$	2.61		$	2.75		$	2.97
% Growth	—		10.1		%	5.4		%	8.0		%
Dividend Per Share	$	1.70	$	1.70		$	1.77		$	1.84
% Growth	—		0.0		%	4.0		%	4.0		%

Sourc:  Management

15

Base Case Trading FFO Multiple Sensitivity

Based Upon Management Projections – Values Not Discounted to Present

	FFO / Share(1)
Multiple of FFO / Share	2006E		2007E		2008E		2009E		2010E		2011E
	$	2.37	$	2.61	$	2.75	$	2.97	$	3.12	$	3.27
12.0 x	28.44		31.32		33.00		35.64		37.42		39.29
13.0 x	30.81		33.93		35.75		38.61		40.54		42.57
14.0 x	33.18		36.54		38.50		41.58		43.66		45.84
15.0 x	35.55		39.15		41.25		44.55		46.78		49.12
16.0 x	37.92		41.76		44.00		47.52		49.90		52.39
17.0 x	40.29		44.37		46.75		50.49		53.01		55.67

•RRR has historically traded at an average multiple of 13.0x over the prior three year period(2)

•RRR trades at an undisturbed multiple of 17.8x 2006E FFO and 15.6x 2007E FFO(3)

•Comparable Office REIT’s(4) have historically traded at an 11.5x forward multiple over the prior five year period

•The current median US Office REIT 2006E FFO multiple is 17.2x and 2007E FFO multiple is 16.3x(5)

(1)Source:  FFO projections through 2009 as per Company management (excludes LTIP Special Out-performance Award).  For 2010 and 2011, FFO has been grown at an assumed 5.0%, per Management

(2)Based upon historical 3 year average multiple over the period Q2 2003 to Q2 2006

(3)Estimated undisturbed price as of July 12, 2006

(4)Comparable Office REITs include SLG, OFC, RA, EOP, CLI, VNO & BDN.  Historical pricing per Factset

(5)Source: Factset

16

Upside Case Trading FFO Multiple Sensitivity

Based Upon Management Projections – Values Not Discounted to Present

	FFO / Share(1)
Multiple of FFO / Share	2006E		2007E		2008E		2009E		2010E		2011E
	$	2.37	$	2.61	$	2.75	$	2.97	$	3.27	$	3.59
12.0 x	28.44		31.32		33.00		35.64		39.20		43.12
13.0 x	30.81		33.93		35.75		38.61		42.47		46.72
14.0 x	33.18		36.54		38.50		41.58		45.74		50.31
15.0 x	35.55		39.15		41.25		44.55		49.01		53.91
16.0 x	37.92		41.76		44.00		47.52		52.27		57.50
17.0 x	40.29		44.37		46.75		50.49		55.54		61.09

•RRR has historically traded at an average multiple of 13.0x over the prior three year period(2)

•RRR trades at an undisturbed multiple of 17.8x 2006E FFO and 15.6x 2007E FFO(3)

•Comparable Office REIT’s(4) have historically traded at an 11.5x forward multiple over the prior five year period

•The current median US Office REIT 2006E FFO multiple is 17.2x and 2007E FFO multiple is 16.3x(5)

(1)Source:  FFO projections through 2009 as per Company management (excludes LTIP Special Out-performance Award).  For 2010 and 2011, FFO has been grown at an assumed 10.0%, per Management

(2)Based upon historical 3 year average multiple over the period Q2 2003 to Q2 2006

(3)Estimated undisturbed price as of July 12, 2006

(4)Comparable Office REITs include SLG, OFC, RA, EOP, CLI, VNO & BDN.  Historical pricing per Factset

(5)Source: Factset

17

Illustrative Discounted Cash Flow Analysis

3-Year – Based Upon Management Projections

Three-Year Discounted Cash Flow to Investors	2007		2008		2009
Projected Dividends / Share(1)	$	1.70	$	1.77	$	1.84
2009E FFO / Share(2)					2.97

	Discount Rate
Multiple of 2009E FFO / Share	7.0%		8.0%		9.0%		10.0%		11.0%
12.0 x	$	33.72	$	32.84	$	31.99	$	31.16	$	30.37
13.0 x	36.15		35.20		34.28		33.39		32.54
14.0 x	38.57		37.56		36.57		35.63		34.71
15.0 x	41.00		39.91		38.87		37.86		36.88
16.0 x	43.42		42.27		41.16		40.09		39.06
17.0 x	45.85		44.63		43.45		42.32		41.23

(1)Source:  Management.  Assumes a 4.0% dividend growth rate per year, starting in 2008 (per Management)

(2)Source:  Management.  Excludes recognition of LTIP Special Out-performance Award

18

5-Year – Base Case per Management

Five-Year Discounted Cash Flow to Investors	2007		2008		2009		2010		2011
Projected Dividends / Share(1)	$	1.70	$	1.77	$	1.84	$	1.91	$	1.99
2011E FFO / Share(2)									3.27

	Discount Rate
Multiple of 2011E FFO / Share	7.0%		8.0%		9.0%		10.0%		11.0%
12.0 x	$	35.52	$	34.05	$	32.65	$	31.32	$	30.07
13.0 x	37.86		36.28		34.78		33.36		32.01
14.0 x	40.19		38.50		36.91		35.39		33.95
15.0 x	42.53		40.73		39.03		37.42		35.90
16.0 x	44.86		42.96		41.16		39.46		37.84
17.0 x	47.20		45.19		43.29		41.49		39.78

(1)Source:  Management.  Assumes a 4.0% dividend growth rate per year, starting in 2008 (per Management)

(2)Source:  Company management.  Excludes recognition of LTIP Special Out-performance Award.  FFO projections beyond 2009 estimated by applying a 5.0% growth rate, per Management

19

5-Year – Upside Case per Management

Five-Year Discounted Cash Flow to Investors	2007		2008		2009		2010		2011
Projected Dividends / Share(1)	$	1.70	$	1.77	$	1.84	$	1.91	$	1.99
2011E FFO / Share(2)									3.59

	Discount Rate
Multiple of 2011E FFO / Share	7.5%		8.5%		9.5%		10.5%		11.5%
12.0 x	$	37.44	$	35.89	$	34.41	$	33.01	$	31.69
13.0 x	39.95		38.28		36.69		35.19		33.77
14.0 x	42.45		40.67		38.98		37.38		35.86
15.0 x	44.95		43.06		41.26		39.56		37.94
16.0 x	47.46		45.45		43.54		41.74		40.03
17.0 x	49.96		47.84		45.83		43.92		42.11

(1)Source:  Management.  Assumes a 4.0% dividend growth rate per year, starting in 2008 (per Management)

(2)Source:  Company management.  Excludes recognition of LTIP Special Out-performance Award.  FFO projections beyond 2009 estimated by applying a 10% growth rate, per Management

20

III. Pricing Analysis

21

Pricing Analysis

Summary

In addition to the standalone financial analyses, the Committee should also consider the following to understand what prices a potential buyer would consider paying for the Company:

•Premium Analysis

•Implied Cap Rate by Market Analysis

•Comparable Transactions Analysis

22

Transaction Premium Analysis

				Proposed		Estimated			Proposed
	Current			Transaction		Undisturbed			Transaction
	(7/28/06)(1)			$43.50		(7/12/06)(2)			$43.50
Stock Price	$	44.68		-2.6	%	$	41.86		3.9	%
30-Day Average	41.37			5.2	%	39.95			8.9	%
90-Day Average	40.98			6.2	%	41.15			5.7	%
180-Day Average	40.07			8.6	%	39.55			10.0	%
One-Year Average	38.11			14.2	%	37.68			15.4	%
Street Average NAV(3)	$	40.71		6.9	%	$	39.00		11.5	%
Street Average NAV(3) excluding Bank of America estimates	39.35			10.5	%	38.94			11.7	%
Green Street NAV	40.00			8.7	%	39.00			11.5	%
RRR Management NAV	$	37.20		16.9	%	$	37.20		16.9	%
RRR 2007E FFO Multiple(4)	17.1		x	16.7	x	16.0		x	16.7	x
Mean 2007E FFO Multiple (Office REIT Index)(5)	16.2		x			15.7		x

(1)Based on closing price of $44.68 as of July 28, 2006

(2)Estimated undisturbed date as of July 12, 2006 - $41.86 per share

(3)Street NAV as of July 7, 2006

(4)Based on management estimate for 2007 FFO / share of $2.61

(5)Mean 2007E undisturbed FFO multiple as of July 14, 2006

23

Estimated Transaction Pricing Metrics

Assumes $43.50 per RRR Share – Budget NOI

($ and SF in millions)

						Estimated Real Estate Value
						Estimated						PSF with		2007E Implied Cap				2008E Implied Cap
	Pro Rata	Budget				RE Value		Transaction		Adjusted		Trans.		Rate				Rate
Location	Sq. Ft.(1)	2007E NOI(2)		2008E NOI(2)		Pre Costs		Costs(3)		RE Value		Cost		No Trans		W Trans.		No Trans		W Trans.
Connecticut(4)	1.11	$	16.3	$	18.3	$	332.3	$	17.0	$	349.3	$	315.4	4.90	%	4.66	%	5.50	%	5.23	%
Long Island(5)	3.58	53.2		55.2		870.0		44.6		914.6		255.8		6.11	%	5.82	%	6.34	%	6.03	%
New York City (exclusive of One Court Square)	3.42	91.2		106.1		2,350.0		120.4		2,470.4		722.8		3.88	%	3.69	%	4.52	%	4.30	%
One Court Square(6)	0.42	9.2		9.3		180.0		9.2		189.2		450.0		5.10	%	4.85	%	5.15	%	4.90	%
New Jersey(5)	2.35	34.7		43.2		570.0		29.2		599.2		255.1		6.08	%	5.78	%	7.58	%	7.21	%
Eastridge(5)	1.44	15.4		21.6		265.0		13.6		278.6		193.4		5.81	%	5.53	%	8.14	%	7.75	%
Westchester (Less Eastridge)(4)	2.20	34.4		38.7		571.5		29.3		600.8		272.9		6.03	%	5.73	%	6.78	%	6.45	%
RA AU-LPT(5)	0.82	11.1		11.6		153.2		7.8		161.0		195.2		7.24	%	6.89	%	7.59	%	7.22	%
Total and Weighted Average	15.34	$	265.5	$	304.0	$	5,291.9	$	271.0	$	5,563.0	$	362.7	5.02	%	4.77	%	5.74	%	5.46	%
Other Assets per Management NAV(7)						$	565.3	$	29.0	$	594.2
Total Gross Asset Value						$	5,857.2	$	300.0	$	6,157.2

(1)Per Management estimates

(2)2007 Budget NOI as provided by Management

(3)Estimated Transaction Costs as per Management, except debt defeasance costs which are as per Goldman Sachs estimates

(4)RE value in Connecticut per Goldman Sachs estimates based upon indications of value from bidders.  Westchester (Less Eastridge) allocated pro rata based on implied RE value at $43.50 per share and indications of value on all other segments

(5)Per Management’s proposed valuation

(6)New York City and One Court value based off of indications of value from bidders

(7)Other Assets per Management

24

Assumes $43.50 per RRR Share – DYNA NOI

($ and SF in millions)

						Estimated Real Estate Value
						Estimated						PSF with		2007E Implied Cap				2008E Implied Cap
	Pro Rata	DYNA				RE Value		Transaction		Adjusted		Trans.		Rate				Rate
Location	Sq. Ft.(1)	2007E NOI(2)		2008E NOI(2)		Pre Costs		Costs(3)		RE Value		Cost		No Trans		W Trans.		No Trans		W Trans.
Connecticut(4)	1.11	$	16.5	$	18.8	$	332.3	$	17.0	$	349.3	$	315.4	4.95	%	4.71	%	5.67	%	5.39	%
Long Island(5)	3.58	52.8		56.5		870.0		44.6		914.6		255.8		6.07	%	5.78	%	6.49	%	6.18	%
New York City (exclusive of One Court Square)	3.42	98.1		115.3		2,350.0		120.4		2,470.4		722.8		4.18	%	3.97	%	4.91	%	4.67	%
One Court Square(6)	0.42	9.2		9.3		180.0		9.2		189.2		450.0		5.10	%	4.85	%	5.15	%	4.90	%
New Jersey(5)	2.35	34.8		44.2		570.0		29.2		599.2		255.1		6.11	%	5.81	%	7.76	%	7.38	%
Eastridge(5)	1.44	15.5		22.7		265.0		13.6		278.6		193.4		5.86	%	5.57	%	8.56	%	8.14	%
Westchester (Less Eastridge)(4)	2.20	35.1		39.5		571.5		29.3		600.8		272.9		6.14	%	5.84	%	6.91	%	6.57	%
RA AU-LPT(5)	0.82	10.9		11.8		153.2		7.8		161.0		195.2		7.13	%	6.78	%	7.73	%	7.35	%
Total and Weighted Average	15.34	$	272.9	$	318.2	$	5,291.9	$	271.0	$	5,563.0	$	362.7	5.16	%	4.91	%	6.01	%	5.72	%
Other Assets per Management NAV(7)						$	565.3	$	29.0	$	594.2
Total Gross Asset Value						$	5,857.2	$	300.0	$	6,157.2

(1)Per Management estimates

(2)2007 DYNA NOI per the DYNA files in the electronic dataroom, which were provided by Management in the sales process

(3)Estimated Transaction Costs as per Management, except debt defeasance costs which are as per Goldman Sachs estimates

(4)RE value in Connecticut per Goldman Sachs estimates based upon indications of value from bidders.  Westchester (Less Eastridge) allocated pro rata based on implied RE value at $43.50 per share and indications of value on all other segments

(5)Per Management’s proposed valuation

(6)New York City and One Court value based off of indications of value from bidders

(7)Other Assets per Management

25

Recent Selected REIT Transactions

																			AMLI
			Pan Pacific								Bedford				Town &		Centerpoint		Residential
	Bid at		Retail		Heritage		Trizec		CarrAmerica		Property				Country		Properties		Properties		CRT
	$43.50		Properties		Properties		Properties		Realty		Investors		Arden Realty		Trust(1)		Trust		Trust		Properties
Announcement Date			7/10/2006		7/10/2006		6/5/2006		3/6/2006		2/10/2006		12/22/2005		12/19/2005		12/7/2005		10/24/2005		6/17/2005
Premium on Announcement(2)	-2.6	%	0.0	%	3.3	%	17.9	%	8.9	%	10.5	%	-3.7	%	35.1	%	9.6	%	20.7	%	15.4	%
Premium to 30-day Average(2)	5.2	%	3.7	%	7.2	%	21.1	%	17.3	%	18.2	%	-1.3	%	35.1	%	10.0	%	19.9	%	19.4	%
Premium to 90-day Average(2)	6.2	%	4.6	%	0.3	%	19.3	%	25.3	%	19.0	%	7.9	%	40.1	%	15.3	%	20.1	%	22.7	%
Premium to 52-Week High(2)	-6.2	%	-5.1	%	-10.2	%	10.1	%	7.9	%	9.9	%	-4.0	%	31.4	%	0.1	%	13.0	%	15.4	%
Premium to Street Average NAV(3)	6.9	%	-1.2	%	-7.9	%	12.7	%	17.4	%	27.1	%	17.0	%	33.8	%	42.4	%	2.0	%	15.8	%
Premium to Street Average NAV (Excluding 7/28/06 BOA Report)(3)	10.5	%	-1.2	%	-7.9	%	12.7	%	17.4	%	27.1	%	17.0	%	33.8	%	42.4	%	2.0	%	15.8	%
Premium to Green Street NAV(4)	8.7	%	3.6	%	-6.8	%	7.4	%	11.2	%	NA		10.4	%	24.7	%	57.2	%	2.0	%	NA
Implied Forward FFO Multiple(5)	16.7	x	17.5	x	13.3	x	17.7	x	17.0	x	17.3	x	17.7	x	21.0	x	17.9	x	17.9	x	13.6	x
Implied Nominal Cap Rate(6)	5.0	%	NA		NA		5.6	%	6.2	%	6.4	%	6.0	%	NA		NM		6.0	%	7.8	%

(1)Town and Country premiums based on final purchase price

(2)Source: FactSet.  RRR data based on closing prices on July 28, 2006

(3)Source: SNL DataSource & Green Street Advisors as of 7/28/06.  Bank of America is excluded from the second NAV mean calculation due to the significant increase in Bank of America’s NAV calculation from $39.25 on 5/5/06 (per SNL Datasource) to $47.48 on 7/28/06 (per SNL Datasource), which accompanied a research piece regarding rumors of a sale of RRR

(4)Per Green Street Advisors research reports

(5)Based on 2006 IBES median forward FFO estimates at the time of announcement, except RRR 2006E FFO which is as per Management

(6)As per Green Street Research Report, except Bid at $43.50, which is based upon Management 2007E NOI estimate

26

Comparable Office REIT Transactions

	RRR	Trizec	CarrAmerica	Arden
Announcement Date	TBD	6/5/06	3/6/06	12/22/05
Markets(1)	NYC: 49%	New York: 18%	Washington D.C.: 23%	Southern California: 100%
	Long Island: 17%	Los Angeles: 14%	Northern California: 23%
	Westchester:15%	Washington D.C.: 13%	Southern California: 15%
	New Jersey: 11%	Other: 55%	Other: 39%
	Connecticut: 6%
	Other: 2%
Implied Cap Rate	5.0% (2007 Bdgt. NOI)	5.6%	6.2%	6.0%
	5.2% (2007 DYNA NOI)
Price PSF(2)	$340	$251	$235	$255
Consideration	23% Stock / 77% Cash	100% Cash	100% Cash	100% Cash
Buyer	SL Green	Brookfield / Blackstone	Blackstone	GECC

(1)RRR market distribution based on pro rata share of value.  Trizec, CarrAmerica and Arden market distributions based off of pro rata share of SF

(2)Per Green Street Advisors.  RRR price PSF and implied cap rate per management NOI and does not allocate estimated transaction expenses

27

IV. Overview of SL Green

28

SL Green Summary

SLG

•Strategic Rationale:  Taking SLG stock would increase RRR shareholders’ exposure to the high-demand Midtown market

•According to Green Street Advisors, Midtown conditions are “near perfect” and are expected to be over the next 12-24 months because of “limited new construction, voracious tenant demand, and the ‘need’ for certain tenants to be located in Midtown no matter what the rent.”(2)

•Increasing exposure to Midtown Manhattan could increase tenant synergies with key RRR suburban markets

•RRR shareholders would have a meaningful ownership interest in NewCo due to SLG’s relative enterprise value

•Consideration:  Increases exposure to a single office market, which could have an increased impact on RRR shareholders should Midtown office conditions deteriorate

•Trading summary:

•Currently trades at 24.7x 2006E FFO and 22.7x 2007E FFO (vs. peer group at 17.2x 2006E FFO and 16.3x 2007E FFO)(3)

•Trading at a 12.0% premium to Wall Street consensus NAV of $101.57(4)

•Wall Street analysts have a mean target share price of $116.23 with a mixture of “Buy” and “Hold” ratings

•YTD total return of 50.7%, which compares to 26.7% for RRR, 18.2% for the MSCI REIT Index and 24.7% for a index of comparable office REITs(5)

SL Green Geographic Concentration(1)

[CHART]

Pro Forma Geographic Concentration

[CHART]

(1)Geographic Concentration by 2007E NOI.  SLG per IBES Consensus, RA per Management

(2)Green Street Research: July 26, 2006 note on SL Green

(3)Source:  Factset

(4)Source:  SNL Datasource, Factset

(5)Office REIT Index is a market-cap weighted index including AFR, BDN, BXP, CEI, CLI, EOP, MPG, SLG, TRZ, VNO

29

SLG Stock Sensitivity Analysis(1)

SL Green

	Total Consideration per RRR Share at Closing
	Transaction Price at Signing
Assumed Movement in SLG Stock Price	$	43.50
-30.0%	$	40.02
-20.0%	41.18
-10.0%	42.34
0.0%	43.50
10.0%	44.66
20.0%	45.82
30.0%	46.98
	Premium to Street Average NAV at Closing(2)
	Transaction Price at Signing
Assumed Movement in SLG Stock Price	$	43.50
	.
-30.0%	1.7		%
-20.0%	4.7		%
-10.0%	7.6		%
0.0%	10.5		%
10.0%	13.5		%
20.0%	16.4		%
30.0%	19.4		%

(1)Note:  Assumes consideration of $1.0 bn of SLG stock and the remainder of the consideration of cash

(2)Source:  SNL Datasource and Green Street Advisors.  Based upon Wall Street Equity Analyst average NAV of $39.35 per share, as of 7/28/06.  Bank of America is excluded from this mean calculation due to the significant increase in Bank of America’s NAV calculation from $39.25 on 5/5/06 (per SNL Datasource) to $47.48 on 7/28/06 (per SNL Datasource), which accompanied a research piece regarding rumors of a sale of RRR

30

Annualized Total Returns(1)

RRR vs. Comparables

Periods Ending 7/28/06

[CHART]

(1)Source:  Factset.  Includes reinvestment of dividends

(2)Office REIT Index is a market-cap weighted index including AFR, BDN, BXP, CRE, CEI, CLI, EOP, MPG, SLG, TRZ, VNO

31

Summary of Research Analysts’ Ratings

SLG

		NAV
				Premium / (Discount) to		Target		2006E		2007E
Bank	Stock Rating	Estimate		NAV		Share Price		FFO		FFO		Date
Merrill Lynch & Co.	Buy	$	117.97	-3.5	%	$	125.00	$	4.63	$	5.57	7/25/06
Goldman Sachs	Buy	—		—		125.00		4.63		5.05		7/26/06
Deutsche Bank Securities	Hold	—		—		—		4.61		4.85		7/26/06
Banc of America Securities	Buy	122.28		-6.9	%	118.00		4.60		5.03		7/26/06
Stifel Nicolaus & Co.	Buy	110.17		3.3	%	123.00		4.60		5.00		7/26/06
Wachovia Securities LLC	Hold	90.84		25.3	%	110.00		4.60		5.02		7/25/06
Citigroup	Buy	88.65		28.4	%	101.00		4.60		5.00		7/26/06
UBS Securities LLC	Hold	92.73		22.7	%	115.00		4.59		4.98		7/11/06
A.G. Edwards Inc.	Hold	86.67		31.3	%	—		4.55		4.98		4/26/06
J.P. Morgan Securities Inc.	Buy	—		—		—		4.55		5.10		7/25/06
Raymond James Financial Inc.	Buy	99.35		14.5	%	120.00		4.55		5.03		7/26/06
RBC Capital Markets	Hold	104.00		9.4	%	107.00		4.53		4.89		7/26/06
Green Street Advisors	Hold	103.00		10.5	%	118.34		4.55		5.43		7/26/06
Average / Consensus		$	101.57	12.0	%	$	116.23	$	4.58	$	5.07

Source:  As per SNL DataSource and Green Street Advisors as of July 28, 2006

32

Shareholder Information

SLG

Top 10 Institutional Buyers

Rank	Investor Name		Current Position
1	ABP Investments U.S., Inc.		2,466,500
2	EARNEST Partners, LLC		2,245,189
3	Vanguard Group, Inc.		2,204,438
4	Barclays Global Investors, N.A.		2,003,555
5	ING Clarion Real Estate Securities		1,861,267
6	INVESCO Capital Management Inc.		1,535,645
7	Davis Selected Advisers, L.P.		1,507,678
8	Morgan Stanley Investment Management Inc. (US)		1,306,317
9	Cohen & Steers Capital Management Inc.		1,299,976
10	Principal Global Investors (Equity)		1,098,592
	Other Institutional Buyers		26,099,517
	Subtotal Institutional Buyers		43,628,674
Top 10 Insider Holders
Rank	Insider	Relationship	Direct Holdings
1	Holliday Marc	Chief Executive Officer	443,000
2	Peck Nancy A	Executive Vice President	182,720
3	Green Stephen L	Chairman of the Board	142,965
4	Mathias Amdrew W	Chief Investment Officer	125,750
5	Nettina David J	Other Officer	57,830
6	Hughes Gregory F	Chief Financial Officer	38,012
7	Nocera Gerard T	Chief Operating Officer	28,126
8	Levine Andrew S	Officer	19,000
9	Burton Edwin Thomas III	Director	13,788
10	Feldman Benjamin P	Director	8,600
	Other Institutional Buyers	—	3,616
	Subtotal Insider Buyers	—	1,063,407
Individual Holders
Individual			Current Position
Subtotal Individual Holders			3,203,919
Total SLG Shares			47,896,000

Type of Institutional Shareholders

[CHART]

Source: Thomson One and Factset.  Highlighted institutional investors represent crossover with top 10 institutional shareholders in RRR, per Thomson One

33

Board of Directors(1)

SL Green

Name	Position	Biography
Stephen L Green	Chairman of the Board	Stephen L. Green has served as the Chairman of the Board of Directors, and Chief Executive Officer of the company since 1997. Mr. Green founded S.L. Green Real Estate in 1980. Mr. Green is a Governor of the Real Estate Board of New York and an at-large member of the Executive Committee of the Board of Governors of the Real Estate Board of New York. Green received a B.A. degree from Hartwick College and a J.D. degree from Boston College Law School
Marc Holliday	CEO and President	Mr. Holliday joined the Company in 1998 as Chief Investment Officer. In 2001 he was promoted to President, and since 1994 has also been CEO. Holliday is a former Managing Director and Head of Direct Originations for Capital Trust (NYSE: CT) and he received a Bachelor of Science degree in Business and Finance from Lehigh University in 1988, as well as a Master of Science Degree in Real Estate Development from Columbia University in 1990
John H. Alschuler, Jr	Director	Mr. Alschuler has served as a director since 1997 and serves as a member of the Audit, Executive and Nominating and Corporate Governance Committees. He is also Chairman of the Compensation Committee for SL Green’s Board of Directors. Alschuler is also the President of the consulting firm Hamilton, Rabinowitz & Alschuler Inc.
John S. Levy	Director	Mr. Levy has served as a director since 1997 and serves as a member of the Audit and Compensation Committees and as Chairman of the Nominating and Corporate Governance Committee. He was associated with Lehman Brothers Inc. from 1983 until 1995. There he served as Managing Director and Chief Administrative Officer of the Financial Services Division, Senior Executive Vice President and Co-Director of the International Division, and Managing Partner of the Equity Securities Division
Edwin Thomas Burton III	Director	Mr. Burton has served as a director since 1997 and serves as Chairman of the Audit Committee. He is a member of the Compensation and Nominating and Corporate Governance Committees. Mr. Burton is a member of, and from 1997 until March 2001 served as Chairman of the Board of Trustees of, the Investment Advisory Committee of the Virginia Retirement System for state and local employees of the Commonwealth of Virginia. From 1998 to 2004 he served as a director of Virginia National Bank and also as Senior Vice President, Managing Director and member of the Board of Directors for Interstate Johnson Lane, Inc. as well as President of Rothschild Financial Services, Inc. Mr. Burton has also held various teaching positions at York College, Rice University and Cornell University

(1)Source: SL Green 2005 Annual Report

34

Appendix A: Strategic Alternatives Analyses

35

Executive Summary

We have been asked to analyze the impact of restructuring RRR by selling New York City, One Court Square, Connecticut and Westchester (excluding Eastridge) assets with the goal of having the Company emerge as a suburban-focused company

•Execution of portfolio repositioning involves the following steps

•Liquidate New York City, One Court Square, Connecticut and Westchester (Less Eastridge)

•Return portion of the proceeds to shareholders via special dividend

•Restructuring balance sheet to maintain approximately 40% leverage pro forma

•Manage headcount to bring G&A in line with reduced footprint

•Benefits of creating a suburban-focused company include

•Monetizes midtown Manhattan office assets at historically low cap rates, which are driven by significant market demand and supply constraints

•Preserves RRR as a going concern and may preserve potential upside for shareholders

•Provides substantial capital to re-deploy or return to shareholders

36

Issues to Consider

•Transaction costs(1)

•Tax costs to shareholders due to the potential triggering of capital gain taxes at the shareholder level(2)

•Corporate morale and employee efficiency could be impacted

•Challenges in retaining and attracting talented people

•Friction costs

•Market perception of NewCo

•Risk of FFO multiple compression with the shift to a suburban-focused strategy

•Fixed costs associated with public company reporting and legal requirement

(1)As per Goldman Sachs estimates:  1.0% selling costs for New York City Assets.  Assumes payment of transfer taxes by buyer

(2)Capital gains taxes may be triggered based upon a tax basis in NYC/One Court of $1.1 bn (per Company)

37

Illustrative NewCo Valuation

Per Management

($ in millions, except per share amounts)

	Base			Upside
Net Proceeds from Asset Sale
Gross Proceeds from Asset Sale(1)	$	3,350.0		$	3,400.0
Less: Repayment of Debt	1,388.6			1,388.6
Equals: Est. Net Proceeds to Shareholders from Asset Sale(2)	1,961.4			2,011.4
Fully Diluted Shares(3)	86.8			86.8
Subtotal: Est. Net Proceeds per Share from Asset Sale(3)	$	22.59		$	23.17
Remaining Value of NewCo
Operating Income from Properties & Notes(4)	138.9			148.2
Est. Funds from Operation	76.3			85.6
Fully Diluted Shares(3)	86.8			86.8
Est. NewCo FFO per Share	$	0.88		$	0.99
Times: Estimated FFO Multiple(5)	12.0		x	14.0		x
Subtotal: Est. Market Value of NewCo	$	10.55		$	13.80
Total Value to RRR Shareholders from Strategic Alternative	$	33.14		$	36.97
Approx. NewCo Total Debt / Total Assets at Closing(6)	40.0		%	40.0		%

38

Footnotes

($ in millions, except per share amounts)

(1)Estimated Gross Proceeds from sale of NYC, One Court, Connecticut and Westchester Assets (ex-Eastridge) per  indications of interest from bidders

(2)Proceeds to shareholders based upon gross proceeds less cash set aside to repay debt to bring pro forma leverage to approx. 40%

(3)Fully Diluted Share count per Management and assumes share price of $43.50 and impact of in-the-money options

(4)Utilizes 2008 projections as there is significant repositioning in 2007.  2008 Base case property Net Operating Income per Management budget.  2008 Upside case utilizes DYNA Net Operating Income in the dataroom

(5)Estimated FFO Multiple based upon estimated range on suburban office comparables

(6)Assumes proceeds from asset sale that are not distributed to shareholders are used to reduce debt to approx. 40% pro forma LTV

39

NewCo:  Comparable Companies

New York City versus Suburban Assets

($ in millions)

	Closing	% of 52												FFO
	Price	Week		Dividend		Enterprise		Net Debt +		FFO Multiples(1)				Growth
	07/28/06	High		Yield		Value (EV)		Preferred / EV		2006E		2007E		‘06E-’07E
Suburban Comparables
Liberty Property	46.92	95.8		5.2		6,747		35.8		14.9		14.3		4.4
Glenborough Realty Trust	22.42	98.7		4.9		1,664		52.7		14.0		13.2		6.2
Mack-Cali Realty	48.65	100.0		5.2		5,964		36.5		13.5		13.6		(1.0	)
Brandywine Realty	32.14	98.3		5.5		6,123		50.1		12.8		12.2		4.8
Parkway Properties	46.13	86.1		5.6		1,421		53.3		11.3		11.3		0.2
High		100.0	%	5.6	%	$	6,747	53.3	%	14.9	x	14.3	x	6.2	%
Mean		95.8	%	5.3	%	$	4,384	45.7	%	13.3	x	12.9	x	3.0	%
Median		98.3	%	5.2	%	$	5,964	50.1	%	13.5	x	13.2	x	4.4	%
Low		86.1	%	4.9	%	$	1,421	35.8	%	11.3	x	11.3	x	(1.0	)%

Source: Latest publicly available financial statements

(1) All projected FFO estimates have been calendarized. FFO numbers based on IBES median estimates

40

Appendix B: Management Participation Overview

41

Summary of Process

Expressions of Interest	Confi Signed / Received Information Package	Submitted Proposal
Bidder A	Bidder A	SL Green
Bidder B	Bidder B	•Initial bid of $42.50
Bidder C	Bidder C	•Subsequent bid of $43.50
Bidder M	SL Green	•27% Stock / 73% cash
Bidder I	Bidder K	Bidder K
Bidder G	Bidder D	•$42.50 per share
Bidder L	Bidder I(1)	•50% Stock / 50% cash(2)
Bidder E		Bidder K (NYC & One Court)
SL Green		•$2.4 billion New York City
Bidder F		•$210mm - $220mm One Court
Bidder K
Bidder D

(1)Received confidential information on Stanford, CT properties only

(2)Initial bid of $42.50 at 25% Cash / 75% Stock was subsequently altered to $42.50 at 50% Cash / 50% Stock

42

Management Participation Overview

•During the course of the due diligence period potential bidders expressed their concern about certain pieces of the RRR portfolio

•In response, the Company offered bidders potential acquisition options by Management for those certain assets

•Management has expressed an interest in acquiring or joint venturing the following assets:

•Long Island:

•Operating properties

•Development assets

•Long Island mezzanine notes

•Eastridge (Westchester, NY) operating properties

•New Jersey:

•Operating properties

•Development assets

•LPT Land (25% Share)

•Other Assets

•Capelli Related Notes

•RSVP Joint Venture

•LPT Management Company

•Goldman Sachs subsequently approached those parties who had participated in the process to determine if they were willing to team up with Bidder K to purchase the RRR assets excluding New York City and One Court

•Such conversations did not yield sufficient interest or valuation levels that would create proceeds equal to or greater than $43.50 per share, when combined with the Bidder K bid for New York City and One Court

43

Management’s Valuation

Management’s Indications of Value – Budget NOI

	Purchase		Purchase		Budget		Budget
	Value Including		Value Including		2007E Implied		2008E Implied		Deal
	Transfer Tax(1)		Transfer Tax PSF(1)		Cap Rate(2)		Cap Rate(2)		Structure
Long Island
Long Island Operating Properties	$	873,480,000	$	244	6.1	%	6.3	%
Long Island Land	24,598,000		—		—		—
Outstanding LI notes	42,600,000		—		—		—
Total Long Island	$	940,678,000							Mngmt. Purchase
Eastridge
Eastridge Properties	$	266,060,000	$	185	5.8	%	8.1	%
Total Eastridge	$	266,060,000							Mngmt. Purchase
New Jersey
New Jersey Operating Properties	$	581,970,000	$	248	6.0	%	7.4	%
New Jersey Land	78,789,039		—		—		—
Total New Jersey	$	660,759,039							Joint Venture
Other Assets
Cappelli Related Notes	$	1,200,000	—		—		—
RSVP Joint Venture	65,000,000		—		—		—
Total Other Assets	$	66,200,000							Mngmt. Purchase
Australia Related Entities
Management Company	$	22,000,000	—		—		—
Operating Properties (25% Interest)	153,175,000		$	186	7.2	%	7.6	%
Total Australia	$	175,175,000							Mngmt. Purchase(3)
TOTAL	$	2,108,872,039	$	229	6.1	%	7.0	%

(1)Purchase Value per Management and includes 40 bps of transfer tax payment of operating real estate and land assets

(2)Implied Cap Rate based upon 2007E Budget NOI, per Management

(3)SL Green expected to finance management purchase of Australian assets

44

Management’s Indications of Value – DYNA NOI

	Purchase		Purchase		DYNA		DYNA
	Value Including		Value Including		2007E Implied		2008E Implied		Deal
	Transfer Tax(1)		Transfer Tax PSF(1)		Cap Rate(2)		Cap Rate(2)		Structure
Long Island
Long Island Operating Properties	$	873,480,000	$	244	6.0	%	6.5	%
Long Island Land	24,598,000		—		—		—
Outstanding LI notes	42,600,000		—		—		—
Total Long Island	$	940,678,000							Mngmt. Purchase
Eastridge
Eastridge Properties	$	266,060,000	$	185	5.8	%	8.5	%
Total Eastridge	$	266,060,000							Mngmt. Purchase
New Jersey
New Jersey Operating Properties	$	581,970,000	$	248	6.0	%	7.6	%
New Jersey Land	78,789,039		—		—		—
Total New Jersey	$	660,759,039							Joint Venture
Other Assets
Cappelli Related Notes	$	1,200,000	—		—		—
RSVP Joint Venture	65,000,000		—		—		—
Total Other Assets	$	66,200,000							Mngmt. Purchase
Australia Related Entities
Management Company	$	22,000,000	—		—		—
Operating Properties (25% Interest)	153,175,000		$	186	7.1	%	7.7	%
Total Australia	$	175,175,000							Mngmt. Purchase(3)
TOTAL	$	2,108,872,039	$	229	6.1	%	7.2	%

(1)Purchase Value per Management and includes 40 bps of transfer tax payment of operating real estate and land assets

(2)Implied Cap Rate based upon 2007E Budget NOI, per Management

(3)SL Green expected to finance management purchase of Australian assets

45

Comparable Office REIT Transactions

	NewCo	Trizec	CarrAmerica	Arden
Announcement Date	TBD	6/5/06	3/6/06	12/22/05
Markets(1)	Long Island: 45%	New York: 18%	Washington D.C.:23%	Southern California: 100%
	New Jersey: 33%	Los Angeles: 14%	Northern California: 23%
	Eastridge: 14%	Washington D.C.: 13%	Southern California: 15%
	Australia Entity: 8%	Other: 55%	Other: 39%
2007 Implied Cap Rate	6.1%	5.6%	6.2%	6.0%
Price PSF(2)	$229	$251	$235	$255
Consideration	100% Cash	100% Cash	100% Cash	100% Cash
Buyer	Management	Brookfield / Blackstone	Blackstone	GECC

(1)Market  distributions based off of pro rata share of SF

(2)Per Green Street Advisors.  RRR price PSF per management bid and represents PSF without allocation of estimated transaction expenses

46

Appendix C: Negative Premium on Announcement Transactions

47

Negative Premium on Announcement Transactions(1)

US Targets with Transaction Value Greater Than $1.0 bn

							Closing Price
					Acquisition		One Day Prior
Date			Transaction		Price Per		to
Announced	Target Name	Acquiror Name	Value ($mm)		Share		Announcement		Discount
7/16/2001	Expedia Inc	USA Networks Inc	$	1,372.0	$	39.54	$	48.70	(18.8	)%
7/13/2004	National Processing Inc	Bank of America Corp	1,135.9		26.60		29.40		(9.5	)
10/4/2002	JDN Realty Corp	Developers Diversified Realty	1,041.8		11.11		12.13		(8.4	)
1/29/2001	Dallas-Semiconductor Corp	Maxim Integrated Products Inc.	1,368.1		24.88		26.81		(7.2	)
10/3/2005	Dex Media Inc.	RH Donnelley Corp.	9,669.7		27.58		28.90		(4.6	)
5/4/2004	Evergreen Resources Inc.	Pioneer Natural Resources Co.	2,043.1		39.00		40.63		(4.0	)
12/22/2005	Arden Realty Inc.	GE Capital Real Estate	4,633.9		45.25		46.99		(3.7	)
4/1/2002	Trendwest Resorts	Cendant Corp	1,008.2		23.34		24.02		(2.8	)
6/27/2003	Roslyn Bancorp Inc.	New York Community Bancorp	1,614.4		20.33		20.85		(2.5	)
1/23/2004	Union Planters Corp.	Regions Financial Corp.	5,846.1		30.58		31.36		(2.5	)
5/25/2006	AmSouth Bancorp	Regions Financial Corp.	10,020.8		28.33		28.90		(2.0	)
11/17/2003	Travelers Ppty Casualty Corp.	St Paul Cos Inc.	16,136.1		15.94		16.03		(0.6	)
11/18/2001	Conoco Inc.	Phillips Petroleum Co Inc.	24,785.5		24.24		24.30		(0.3	)
					High				(18.8	)%
					Low				(0.3	)
					Mean				(5.1	)

(1)Source: SDC as of July 27, 2006. Represents deals wherein a target is domiciled in the US, and Transaction Value is greater than $1.0 bn

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