REGISTRATION RIGHTS AGREEMENT


                  THIS  REGISTRATION  RIGHTS AGREEMENT (the "Agreement") is made
and entered into as of June 16, 2000 between RECKSON  ASSOCIATES REALTY CORP., a
Maryland  corporation (the "Company") and STICHTING  PENSIOENFONDS  ABP, a Dutch
pension fund (the "Purchaser").

                  This  Agreement is made  pursuant to the  Exchange  Agreement,
dated June 16, 2000 (the "Exchange  Agreement"),  between the Company, as issuer
of  4,181,818  shares of Class A common  stock,  par value  $.01 per share  (the
"Securities") and the Purchaser.  In order to induce the Purchaser to enter into
the Exchange  Agreement,  the Company has agreed to provide to the Purchaser and
its direct and indirect  transferees the  registration  rights set forth in this
Agreement.

                  In consideration of the foregoing, the parties hereto agree as
follows:

       1.  Definitions.  As used in this  Agreement,  the following  capitalized
defined terms shall have the following meanings:

       "Advice"  shall  have the  meaning  set  forth in the last  paragraph  of
Section 3 hereof.

       "Affiliate"  has the same meaning as given to that term in Rule 405 under
the Securities Act or any successor rule thereunder.

       "Business Day" means any day other than a Saturday, a Sunday, or a day on
which banking institutions in The City of New York are authorized or required by
law, executive order or regulation to remain closed.

       "Company"  shall  have the  meaning  set  forth in the  preamble  to this
Agreement and also includes the Company's successors and permitted assigns.

       "Closing Time" shall mean the date of Closing, as defined in the Exchange
Agreement.

       "Effectiveness  Period"  shall have the meaning set forth in Section 2(a)
hereof.

       "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended
from time to time.

       "Holder" shall mean the Purchaser, for so long as it owns any Registrable
Securities,  and each of its  respective  successors,  assigns  and  direct  and
indirect transferees who become holders of record of Registrable Securities.

       "Inspectors" shall have the meaning set forth in Section 3(m) hereof.

       "Issue Date" shall mean June 20, 2000,  the date of original  issuance of
the Securities.

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       "Liquidated Damages" shall have the meaning set forth in Section 2(c)
hereof.

       "Majority   Holders"  shall  mean  the  Holders  of  a  majority  of  the
Registrable Securities.

       "Operating Partnership" shall mean Reckson Operating Partnership, L.P., a
Delaware limited partnership.


       "Person" shall mean an  individual,  partnership,  corporation,  trust or
unincorporated  organization,  limited liability corporation, or a government or
agency or political subdivision thereof.

       "Prospectus"  shall mean the prospectus  included in a Shelf Registration
Statement,  including any  preliminary  prospectus,  and any such  prospectus as
amended or  supplemented  by any prospectus  supplement,  including a prospectus
supplement  with  respect  to the terms of the  offering  of any  portion of the
Registrable  Securities  covered by a Shelf Registration  Statement,  and by all
other  amendments  and  supplements  to a prospectus,  including  post-effective
amendments, and, in each case, including all documents incorporated by reference
therein.

       "Purchase  Agreement" shall have the meaning set forth in the preamble to
this Agreement.

       "Purchaser"  shall have the  meaning  set forth in the  preamble  to this
Agreement.

       "Records" shall have the meaning set forth in Section 3(m) hereof.

       "Registrable  Securities" shall mean the Securities;  provided,  however,
that Securities shall cease to be Registrable Securities when the earlier of the
following  occurs  (i) a  Shelf  Registration  Statement  with  respect  to such
Securities for the resale thereof shall have been declared  effective  under the
Securities Act and such Securities  shall have been disposed of pursuant to such
Shelf Registration  Statement,  (ii) such Securities shall have been sold to the
public pursuant to Rule 144(k) (or any similar  provision then in force, but not
Rule  144A)  under  the  Securities  Act  or are  eligible  to be  sold  without
restriction as contemplated  by Rule 144(k) or (iii) such Securities  shall have
ceased to be outstanding.

       "Registration  Expenses"  shall  mean any and all  expenses  incident  to
performance  of or  compliance  by the Company  with this  Agreement,  including
without limitation:  (i) all SEC or National  Association of Securities Dealers,
Inc. (the "NASD") registration and filing fees,  including,  if applicable,  the
fees and expenses of any "qualified  independent  underwriter" (and its counsel)
that is  required  to be retained  by any Holder of  Registrable  Securities  in
accordance  with  the  rules  and  regulations  of the  NASD,  (ii) all fees and
expenses  incurred in connection with  compliance with state  securities or blue
sky laws  (including  reasonable fees and  disbursements  of one counsel for all
underwriters or Holders as a group in connection with blue sky  qualification of
any of the  Registrable  Securities)  and compliance with the rules of the NASD,
(iii) all expenses of any Persons in preparing or assisting in  preparing,  word
processing,  printing and distributing  any Shelf  Registration  Statement,  any
Prospectus  and any  amendments  or  supplements  thereto,  and in  preparing or
assisting in preparing,  printing and distributing any underwriting  agreements,
securities sales  agreements and other documents  relating to the performance of
and compliance  with this  Agreement,  (iv) all rating agency fees, (v) the fees
and


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<PAGE>

disbursements of counsel for the Company and of the independent certified public
accountants of the Company, including the expenses of any "cold comfort" letters
required  by or  incident  to  the  performance  of  and  compliance  with  this
Agreement,  and (vi) the  reasonable  fees and  expenses of any special  experts
retained by the Company in connection with the Shelf Registration Statement.

       "Rule 144(k)  Period" shall mean the period of two years (or such shorter
period as may hereafter be referred to in Rule 144(k) under the  Securities  Act
(or similar successor rule)) commencing on the Issue Date.

       "SEC" shall mean the Securities and Exchange Commission.

       "Securities" shall mean the Preferred Securities and the Common Stock.

       "Securities  Act" shall mean the  Securities Act of 1933, as amended from
time to time.

       "Shelf  Registration"  shall mean a  registration  effected  pursuant  to
Section 2(a) hereof.

       "Shelf  Registration   Statement"  shall  mean  a  "shelf"   registration
statement of the Company pursuant to the provisions of Section 2(a) hereof which
covers all of the Registrable  Securities on an appropriate  form under Rule 415
under the  Securities  Act, or any similar  rule that may be adopted by the SEC,
and all amendments and  supplements to such  registration  statement,  including
post-effective  amendments,  in each case  including  the  Prospectus  contained
therein,  all  exhibits  thereto and all  documents  incorporated  by  reference
therein.

2.       Registration Under the Securities Act.


             (a)  Shelf  Registration.  The  Company  shall  file or cause to be
         filed,  on or  prior  to  September  20,  2000,  a  Shelf  Registration
         Statement  providing  for  the  sale  by  the  Holders  of  all  of the
         Registrable  Securities  and  shall use its best  efforts  to have such
         Shelf Registration  Statement declared effective by the SEC as promptly
         as  practicable   after  filing  thereof.   No  Holder  of  Registrable
         Securities  shall  be  entitled  to  include  any  of  its  Registrable
         Securities in any Shelf Registration  pursuant to this Agreement unless
         and  until  such  Holder  agrees in  writing  to be bound by all of the
         provisions of this Agreement applicable to such Holder and furnishes to
         the  Company  in  writing,  within 15 days  after  receipt of a request
         therefor,  such  information as the Company may, after  conferring with
         counsel  with regard to  information  relating to Holders that would be
         required by the SEC to be included in such Shelf Registration Statement
         or Prospectus included therein, reasonably request for inclusion in any
         Shelf  Registration  Statement or  Prospectus  included  therein.  Each
         Holder as to which any Shelf  Registration  is being effected agrees to
         furnish to the  Company  all  information  with  respect to such Holder
         necessary to make the information  previously  furnished to the Company
         by such Holder not materially misleading.

             The  Company  agrees  to use its best  efforts  to keep  the  Shelf
Registration  Statement  continuously  effective and the  Prospectus  usable for
resales during the Rule 144(k) Period (subject to extension pursuant to the last
paragraph of Section 3 hereof),  or for such shorter period which will terminate
when all of the Securities covered by the Shelf Registration


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<PAGE>

Statement have been sold pursuant to the Shelf  Registration  Statement or cease
to be Registrable Securities (the "Effectiveness  Period");  provided,  however,
that  for 60 days or  less  (whether  or not  consecutive)  in any  twelve-month
period,  the Company  shall be permitted to suspend  sales of  Securities if the
Shelf Registration Statement is no longer effective or the Prospectus usable for
resales due to circumstances  relating to pending  developments,  public filings
with the SEC and similar  events,  or because the Prospectus  includes an untrue
statement  of a material  fact or omits to state a material  fact  necessary  in
order to make statements  therein, in the light of the circumstances under which
they  were  made,  not  misleading.  The  Company  will,  in the  event  a Shelf
Registration  Statement  is  declared  effective,   provide  to  each  Holder  a
reasonable  number  of  copies  of the  Prospectus  which is a part of the Shelf
Registration  Statement,  notify each such  Holder  when the Shelf  Registration
Statement  has become  effective  and take such other actions as are required to
permit unrestricted resales of the Registrable  Securities.  The Company further
agrees  to  supplement  or amend  the  Shelf  Registration  Statement  if and as
required  by  the  rules,   regulations  or   instructions   applicable  to  the
registration form used by the Company for such Shelf  Registration  Statement or
by the Securities Act or by any other rules and regulations thereunder for shelf
registrations,  and the Company  agrees to furnish to the Holders of Registrable
Securities  copies of any such supplement or amendment  promptly after its being
used or filed with the SEC.

             (b) Expenses.  The Company, as issuer of the Securities,  shall pay
      all  Registration  Expenses  in  connection  with any  Shelf  Registration
      Statement  filed  pursuant to Section 2(a) hereof and will  reimburse  any
      single  counsel  designated  in writing by the Majority  Holders to act as
      counsel for the Holders of the Registrable Securities in connection with a
      Shelf  Registration  Statement,  which other  counsel  shall be reasonably
      satisfactory to the Company.  Except as provided herein, each Holder shall
      pay all expenses of its counsel,  underwriting  discounts and  commissions
      and transfer  taxes,  if any,  relating to the sale or disposition of such
      Holder's  Registrable   Securities  pursuant  to  the  Shelf  Registration
      Statement.

             (c) Effective Shelf  Registration  Statement.  A Shelf Registration
      Statement will not be deemed to have become  effective  unless it has been
      declared  effective by the SEC; provided,  however,  that if, after it has
      been declared effective,  the offering of Registrable  Securities pursuant
      to such Shelf Registration Statement is interfered with by any stop order,
      injunction  or  other  order  or  requirement  of the  SEC  or  any  other
      governmental  agency or court, such Shelf  Registration  Statement will be
      deemed not to have been effective during the period of such  interference,
      until the  offering  of  Registrable  Securities  pursuant  to such  Shelf
      Registration  Statement may legally resume. The Company will be deemed not
      to have used its  reasonable  best  efforts to cause a Shelf  Registration
      Statement to become,  or to remain,  effective during the requisite period
      if it  voluntarily  takes any action  that would  result in any such Shelf
      Registration  Statement not being declared  effective or that would result
      in the Holders of Registrable Securities covered thereby not being able to
      offer and sell such Registrable Securities during that period, unless such
      action is required by applicable law.

             (d) Specific  Enforcement.  Without limiting the remedies available
      to the Holders,  the Company acknowledges that any failure by it to comply
      with its  obligations  under  Section  2(a)  hereof may result in material
      irreparable injury to the Holders for

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<PAGE>

      which there is no adequate remedy at law, that it would not be possible to
      measure damages for such injuries  precisely and that, in the event of any
      such  failure,  any Holder may obtain  such  relief as may be  required to
      specifically enforce the Company's obligations under Section 2(a) hereof.

             3. Registration  Procedures.  In connection with the obligations of
the Company with respect to the Shelf Registration Statement pursuant to Section
2(a) hereof, the Company shall use its best efforts to:

             (a) prepare and file with the SEC a Shelf Registration Statement as
      prescribed  by  Section  2(a)  hereof  within  the  relevant  time  period
      specified  in  Section  2(a)  hereof  on the  appropriate  form  under the
      Securities  Act, which form shall (i) be selected by the Company,  (ii) be
      available  for  the  sale of the  Registrable  Securities  by the  selling
      Holders thereof, and (iii) comply as to form in all material respects with
      the  requirements  of  the  applicable  form  and  include  all  financial
      statements  required by the SEC to be filed  therewith;  the Company shall
      use its best efforts to cause such Shelf Registration  Statement to become
      effective and remain  effective and the  Prospectus  usable for resales in
      accordance with Section 2 hereof;  provided,  however, that, before filing
      any Shelf  Registration  Statement  or  Prospectus  or any  amendments  or
      supplements  thereto,  the Company shall furnish to and afford the Holders
      of  the  Registrable   Securities   covered  by  such  Shelf  Registration
      Statement,  their  counsel  and  the  managing  underwriters,  if  any,  a
      reasonable  opportunity to review copies of all such documents  (including
      copies of any documents to be  incorporated  by reference  therein and all
      exhibits thereto) proposed to be filed; and the Company shall not file any
      Shelf   Registration   Statement  or  Prospectus  or  any   amendments  or
      supplements  thereto in respect of which the  Holders  must be afforded an
      opportunity  to review  prior to the filing of such  document,  other than
      filings  required under the Exchange Act, if the Majority  Holders,  their
      counsel or the managing underwriters, if any, shall reasonably object in a
      timely manner;

             (b)   prepare   and  file   with  the  SEC  such   amendments   and
      post-effective  amendments to the Shelf  Registration  Statement as may be
      necessary  to keep such Shelf  Registration  Statement  effective  for the
      Effectiveness  Period,  subject  to the  proviso  contained  in the second
      paragraph in Section 2(a), and cause each  Prospectus to be  supplemented,
      if so  determined  by the Company or requested by the SEC, by any required
      prospectus  supplement and as so supplemented to be filed pursuant to Rule
      424 (or any similar provision then in force) under the Securities Act, and
      comply with the provisions of the Securities Act, the Exchange Act and the
      rules and regulations promulgated thereunder applicable to it with respect
      to the  disposition  of all  securities  covered  by a Shelf  Registration
      Statement during the Effectiveness  Period in accordance with the intended
      method or methods of distribution by the selling Holders thereof described
      in this Agreement;

             (c) (i) notify each Holder of  Registrable  Securities  included in
      the Shelf  Registration  Statement,  at least three Business Days prior to
      filing,   that  a  Shelf  Registration   Statement  with  respect  to  the
      Registrable  Securities  is being filed and advising  such Holder that the
      distribution of Registrable Securities will be made in accordance with the
      method  selected by the Majority  Holders,  (ii) furnish to each Holder

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<PAGE>

      of Registrable Securities included in the Shelf Registration Statement and
      to each underwriter of an underwritten offering of Registrable Securities,
      if any, without charge, as many copies of each Prospectus,  including each
      preliminary prospectus,  and any amendment or supplement thereto, and such
      other documents as such Holder or underwriter may reasonably  request,  in
      order  to  facilitate  the  public  sale  or  other   disposition  of  the
      Registrable  Securities  and (iii) consent to the use of the Prospectus or
      any  amendment  or  supplement  thereto by each of the selling  Holders of
      Registrable  Securities  included in the Shelf  Registration  Statement in
      connection  with  the  offering  and  sale of the  Registrable  Securities
      covered by the Prospectus or any amendment or supplement thereto;

             (d)  register  or  qualify  the  Registrable  Securities  under all
      applicable  state  securities or "blue sky" laws of such  jurisdictions by
      the time the applicable Shelf Registration Statement is declared effective
      by the SEC as any  Holder of  Registrable  Securities  covered  by a Shelf
      Registration Statement and each underwriter of an underwritten offering of
      Registrable  Securities shall reasonably  request in writing in advance of
      such date of effectiveness, and do any and all other acts and things which
      may be  reasonably  necessary  or  advisable  to enable  such  Holder  and
      underwriter to consummate the  disposition  in each such  jurisdiction  of
      such Registrable Securities owned by such Holder; provided,  however, that
      the Company shall not be required to (i) qualify as a foreign  corporation
      or as a dealer  in  securities  in any  jurisdiction  where  it would  not
      otherwise be required to qualify but for this Section 3(d),  (ii) file any
      general consent to service of process in any  jurisdiction  where it would
      not  otherwise  be  subject to such  service  of process or (iii)  subject
      itself to taxation in any such jurisdiction if it is not then so subject;

             (e) promptly  notify each Holder of Registrable  Securities,  their
      counsel and the managing  underwriters,  if any, and promptly confirm such
      notice in  writing  (i) when a Shelf  Registration  Statement  has  become
      effective and when any post-effective amendments thereto become effective,
      (ii) of any  request  by the SEC or any  state  securities  authority  for
      amendments and supplements to a Shelf Registration Statement or Prospectus
      or for additional  information after the Shelf Registration  Statement has
      become effective, (iii) of the issuance by the SEC or any state securities
      authority  of any  stop  order  suspending  the  effectiveness  of a Shelf
      Registration  Statement or the qualification of the Registrable Securities
      in any jurisdiction  described in Section 3(d) hereof or the initiation of
      any proceedings for that purpose, (iv) if, between the effective date of a
      Shelf  Registration  Statement and the closing of any sale of  Registrable
      Securities  covered  thereby,  the  representations  and warranties of the
      Company contained in any purchase agreement, securities sales agreement or
      other  similar  agreement  cease to be true and  correct  in all  material
      respects, (v) of the happening of any event or the failure of any event to
      occur or the  discovery  of any facts,  during the  Effectiveness  Period,
      which makes any statement  made in a Shelf  Registration  Statement or the
      related  Prospectus  untrue in any  material  respect or which causes such
      Shelf  Registration  Statement or  Prospectus  to omit to state a material
      fact  necessary in order to make the statements  therein,  in the light of
      the circumstances under which they were made, not misleading,  and (vi) of
      the  reasonable   determination  of  the  Company  that  a  post-effective
      amendment to the Shelf Registration Statement would be appropriate;


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             (f) obtain the withdrawal of any order suspending the effectiveness
      of the Shelf Registration Statement at the earliest possible moment;

             (g)  furnish  to each  Holder of  Registrable  Securities  included
      within the coverage of a Shelf Registration Statement,  without charge, at
      least one conformed copy of the Shelf  Registration  Statement relating to
      such Shelf Registration and any post-effective  amendment thereto (without
      documents  incorporated  therein by reference or exhibits thereto,  unless
      requested);

             (h) cooperate with the selling Holders of Registrable Securities to
      facilitate   the  timely   preparation   and   delivery  of   certificates
      representing  Registrable  Securities  to be  sold  and  not  bearing  any
      restrictive legends and registered in such names as the selling Holders or
      the underwriters  may reasonably  request at least two Business Days prior
      to the closing of any sale of Registrable Securities pursuant to the Shelf
      Registration Statement;

             (i) promptly after the occurrence of any event specified in Section
      3(e)(ii),  3(e)(iii), 3(e)(v) (subject to a 60 day grace period within any
      twelve-month   period)  or  3(e)(vi)  hereof,   prepare  a  supplement  or
      post-effective  amendment  to  the  Shelf  Registration  Statement  or the
      related  Prospectus or any document  incorporated  therein by reference or
      file any other required  document so that, as thereafter  delivered to the
      purchasers of the Registrable Securities, such Prospectus will not include
      any untrue  statement of a material  fact or omit to state a material fact
      necessary  in order to make the  statements  therein,  in the light of the
      circumstances under which they were made, not misleading;  and the Company
      shall notify each Holder to suspend use of the  Prospectus  as promptly as
      practicable  after the occurrence of such an event, and each Holder hereby
      agrees to suspend use of the  Prospectus  until the Company has amended or
      supplemented the Prospectus to correct such misstatement or omission;

             (j) a reasonable  time prior to the filing of any document which is
      to be incorporated by reference into a Shelf  Registration  Statement or a
      Prospectus  after the initial  filing of a Shelf  Registration  Statement,
      provide a reasonable  number of copies of such document to the Holders and
      make such of the  representatives  of the  Company as shall be  reasonably
      requested by the Holders of  Registrable  Securities  or the  Purchaser on
      behalf of such Holders available for discussion of such document;

             (k) enter into such agreements (including underwriting  agreements)
      as are  customary  in  underwritten  offerings  and take  all  such  other
      appropriate actions in connection therewith as are reasonably requested by
      the  Holders  of at least 25% of the  Registrable  Securities  in order to
      expedite  or  facilitate  the  registration  or  the  disposition  of  the
      Registrable Securities;

             (l) whether or not an  underwriting  agreement  is entered into and
      whether  or not  the  registration  is an  underwritten  registration,  if
      requested  by the  Holders of at least 25% of the  Registrable  Securities
      covered thereby:  (i) make such  representations and warranties to Holders
      of such Registrable Securities and the underwriters (if any), with respect
      to the business of the Company and its  subsidiaries as then conducted and
      with


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<PAGE>

      respect to the Shelf Registration Statement,  Prospectus and documents, if
      any,  incorporated or deemed to be incorporated by reference  therein,  in
      each  case,  as  are  customarily  made  by  issuers  to  underwriters  in
      underwritten offerings,  and confirm the same if and when requested;  (ii)
      obtain  opinions of counsel to the Company and updates  thereof (which may
      be in the form of a  reliance  letter)  in form and  substance  reasonably
      satisfactory  to the managing  underwriters  (if any) and the Holders of a
      majority  of the  Registrable  Securities  being sold,  addressed  to each
      selling  Holder  and  the  underwriters  (if  any)  covering  the  matters
      customarily  covered in opinions  requested in underwritten  offerings and
      such other matters as may be reasonably requested by such underwriters (it
      being agreed that the matters to be covered by such opinion may be subject
      to customary  qualifications and exceptions);  (iii) obtain "cold comfort"
      letters and updates thereof in form and substance reasonably  satisfactory
      to  the  managing  underwriters  from  the  independent  certified  public
      accountants  of the Company  (and,  if  necessary,  any other  independent
      certified public  accountants of any business  acquired by the Company for
      which financial  statements and financial data are, or are required to be,
      included  in  the  Registration  Statement),  addressed  to  each  of  the
      underwriters, such letters to be in customary form and covering matters of
      the type customarily  covered in "cold comfort" letters in connection with
      underwritten  offerings and such other matters as reasonably  requested by
      such  underwriters in accordance with Statement on Auditing  Standards No.
      72; and (iv) if an underwriting  agreement is entered into, the same shall
      contain  indemnification  provisions and procedures no less favorable than
      those  set  forth in  Section  4  hereof  (or such  other  provisions  and
      procedures  acceptable to Holders of a majority of Registrable  Securities
      covered   by  such  Shelf   Registration   Statement   and  the   managing
      underwriters) customary for such agreements with respect to all parties to
      be indemnified  pursuant to said Section  (including,  without limitation,
      such underwriters and selling Holders); and in the case of an underwritten
      registration,  the above  requirements  shall be satisfied at each closing
      under the related underwriting  agreement or as and to the extent required
      thereunder;

             (m) make reasonably  available for inspection by any selling Holder
      of  Registrable  Securities  who  certifies  to the Company  that it has a
      current  intention to sell  Registrable  Securities  pursuant to the Shelf
      Registration,  any underwriter  participating  in any such  disposition of
      Registrable  Securities,  if any, and any  attorney,  accountant  or other
      agent retained by any such selling  Holder or  underwriter  (collectively,
      the  "Inspectors"),  at  the  offices  where  normally  kept,  during  the
      Company's   normal  business  hours,  all  financial  and  other  records,
      pertinent  organizational and operational  documents and properties of the
      Company and its  subsidiaries  (collectively,  the  "Records") as shall be
      reasonably  necessary  to  enable  them to  exercise  any  applicable  due
      diligence responsibilities, and cause the officers, trustees and employees
      of the Company and its subsidiaries to supply all relevant  information in
      each case  reasonably  requested by any such Inspector in connection  with
      such Shelf  Registration  Statement;  records  and  information  which the
      Company, in good faith, to be confidential and any Records and information
      which it notifies the Inspectors are  confidential  shall not be disclosed
      to any  Inspector  except  where (i) the  disclosure  of such  Records  or
      information  is necessary to avoid or correct a material  misstatement  or
      omission in such Shelf  Registration  Statement,  (ii) the release of such
      Records or  information  is ordered  pursuant to a subpoena or other order
      from a court of competent  jurisdiction or is necessary in


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      connection  with any action,  suit or  proceeding or (iii) such Records or
      information  previously has been made  generally  available to the public;
      each selling  Holder of such  Registrable  Securities  will be required to
      agree in writing that Records and  information  obtained by it as a result
      of such inspections shall be deemed  confidential and shall not be used by
      it as the basis  for any  market  transactions  in the  securities  of the
      Company  unless and until such is made  generally  available to the public
      through no fault of an  Inspector  or a selling  Holder;  and each selling
      Holder of such Registrable Securities will be required to further agree in
      writing that it will,  upon  learning  that  disclosure of such Records or
      information  is  sought  in a  court  of  competent  jurisdiction,  or  in
      connection with any action, suit or proceeding, give notice to the Company
      and allow the Company at its expense to  undertake  appropriate  action to
      prevent disclosure of the Records and information deemed confidential;

             (n) comply with all applicable  rules and regulations of the SEC so
      long as any  provision  of this  Agreement  shall be  applicable  and make
      generally available to its securityholders  earning statements  satisfying
      the  provisions  of  Section  11(a)  of the  Securities  Act and  Rule 158
      thereunder (or any similar rule  promulgated  under the Securities Act) no
      later  than 45 days after the end of any  twelve-month  period (or 90 days
      after the end of any twelve-month  period if such period is a fiscal year)
      (i)  commencing  at the end of any  fiscal  quarter  in which  Registrable
      Securities are sold to  underwriters  in a firm commitment or best efforts
      underwritten  offering  and  (ii) if not sold to  underwriters  in such an
      offering,  commencing on the first day of the first fiscal  quarter of the
      Company after the effective date of a Shelf Registration Statement,  which
      statements  shall  cover  said  twelve-month  periods,  provided  that the
      obligations  under  this  Section  3(n) shall be  satisfied  by the timely
      filing of  quarterly  and annual  reports on Forms 10-Q and 10-K under the
      Exchange Act;

             (o) cooperate with each seller of Registrable Securities covered by
      a Shelf Registration Statement and each underwriter, if any, participating
      in the  disposition of such  Registrable  Securities and their  respective
      counsel in connection with any filings required to be made with the NASD;

             (p) take all other steps  necessary to effect the  registration  of
      the  Registrable  Securities  covered  by a Shelf  Registration  Statement
      contemplated hereby; and

             (q) the Company may require each seller of  Registrable  Securities
      as to which any  registration  is being  effected  to  furnish  to it such
      information  regarding  such seller as may be required by the staff of the
      SEC to be  included  in a Shelf  Registration  Statement;  the Company may
      exclude from such  registration  the Registrable  Securities of any seller
      who  unreasonably  fails to furnish such  information  within a reasonable
      time  after  receiving  such  request;  and  the  Company  shall  have  no
      obligation to register under the Securities Act the Registrable Securities
      of a seller who so fails to furnish such information.

             Each  Holder  agrees  that,  upon  receipt of any  notice  from the
Company of the occurrence of any event specified in Section 3(e)(ii), 3(e)(iii),
3(e)(v) or 3(e)(vi) hereof, such Holder will forthwith  discontinue  disposition
of Registrable  Securities pursuant to a Shelf

                                       9
<PAGE>

Registration  Statement  until  such  Holder's  receipt  of  the  copies  of the
supplemented or amended Prospectus  contemplated by Section 3(i) hereof or until
it is advised in  writing  (the  "Advice")  by the  Company  that the use of the
applicable  Prospectus may be resumed,  and, if so directed by the Company, such
Holder will deliver to the Company (at the Company's expense) all copies in such
Holder's  possession,  other than  permanent  file copies then in such  Holder's
possession,  of the Prospectus  covering such Registrable  Securities current at
the time of receipt of such notice. If the Company shall give any such notice to
suspend  the  disposition  of  Registrable   Securities   pursuant  to  a  Shelf
Registration Statement,  the Company shall use its best efforts to file and have
declared effective (if an amendment) as soon as practicable after the resolution
of the related  matters an amendment  or  supplement  to the Shelf  Registration
Statement and related  Prospectus  and shall extend the period during which such
Shelf  Registration  Statement is required to be  maintained  effective  and the
Prospectus  usable for resales  pursuant to this Agreement by the number of days
in the period  from and  including  the date of the giving of such notice to and
including the date when the Company shall have made available to the Holders (x)
copies of the  supplemented  or  amended  Prospectus  necessary  to resume  such
dispositions or (y) the Advice.

4.  Indemnification  and  Contribution.   (a)  The  Company  and  the  Operating
Partnership hereby agree, jointly and severally,  to indemnify and hold harmless
each Holder, each underwriter who participates in an offering of the Registrable
Securities,  each Person,  if any,  who controls any of such parties  within the
meaning of Section 15 of the  Securities  Act and Section 20 of the Exchange Act
and each of their  respective  directors,  officers,  employees  and agents,  as
follows:

                  (i) against  any and all loss,  liability,  claim,  damage and
         expense whatsoever, as incurred, arising out of any untrue statement or
         alleged  untrue  statement  of a  material  fact  contained  in a Shelf
         Registration Statement (or any amendment thereto) or the Prospectus (or
         any  amendment  or  supplement  thereto)  or the  omission  or  alleged
         omission therefrom of a material fact required to be stated therein, in
         the  light  of the  circumstances  under  which  they  were  made,  not
         misleading;

                  (ii) against any and all loss,  liability,  claim,  damage and
         expense whatsoever,  as incurred, to the extent of the aggregate amount
         paid  in  settlement  of  any  litigation,   or  any  investigation  or
         proceeding by any governmental agency or body, commenced or threatened,
         or of any claim  whatsoever  based upon any such  untrue  statement  or
         omission,  or any such alleged untrue  statement or omission,  provided
         that (subject to Section 4(d) hereof) such  settlement is effected with
         the prior written consent of the Company and the Operating Partnership;
         and

                  (iii)  against any and all  expenses  whatsoever,  as incurred
         (including the reasonable fees and  disbursements  of counsel chosen by
         such  Holder),  reasonably  incurred  in  investigating,  preparing  or
         defending against any litigation, or any investigation or proceeding by
         any governmental agency or body, commenced or threatened,  or any claim
         whatsoever  based upon any such untrue  statement or  omission,  or any
         such alleged untrue statement or omission,  to the extent that any such
         expense  is not paid  under  subparagraph  (i) or (ii) of this  Section
         4(a);

                                       10
<PAGE>

provided,  however,  that this indemnity does not apply to any loss,  liability,
claim,  damage or expense to the extent  arising out of an untrue  statement  or
omission or alleged  untrue  statement or omission  made in reliance upon and in
conformity with written information  furnished in writing to the Company and the
Operating  Partnership  by such  Holder  or  underwriter  for  use in the  Shelf
Registration  Statement (or any  amendment  thereto) or any  Prospectus  (or any
amendment or supplement thereto).

             (b) The Purchaser and each Holder or underwriter agrees,  severally
      and not jointly, to indemnify and hold harmless the Company,  its trustees
      and officers  (including  each officer of the Company who signed the Shelf
      Registration Statement), and the Operating Partnership and each Person, if
      any,  who  controls  the  Company  within the meaning of Section 15 of the
      Securities Act or Section 20 of the Exchange Act against any and all loss,
      liability, claim, damage and expense whatsoever described in the indemnity
      contained in Section 4(a)  hereof,  as incurred,  but only with respect to
      untrue statements or omissions, or alleged untrue statements or omissions,
      made in the Shelf Registration Statement (or any amendment thereto) or the
      Prospectus  (or any amendment or supplement  thereto) in reliance upon and
      in conformity  with written  information  furnished to the Company by such
      Holder  expressly  for use in such Shelf  Registration  Statement  (or any
      amendment  thereto) or such  Prospectus  (or any  amendment or  supplement
      thereto); provided, however, that no Holder shall be liable for any claims
      hereunder in excess of the amount of net proceeds  received by such Holder
      from the sale of Registrable Securities.

             (c) Each  indemnified  party  shall  give  notice  as  promptly  as
      reasonably  practicable to each indemnifying party of any action commenced
      against it in  respect of which  indemnity  may be sought  hereunder,  but
      failure  to so  notify  an  indemnifying  party  shall  not  relieve  such
      indemnifying party from any liability which it may have under this Section
      4 to the extent that it is not materially  prejudiced by such failure as a
      result thereof, and in any event shall not relieve it from liability which
      it may have otherwise on account of this indemnity agreement.  In the case
      of parties indemnified  pursuant to Section 4(a) or (b) above,  counsel to
      the indemnified parties shall be selected by such parties. An indemnifying
      party may  participate  at its own expense in the defense of such  action;
      provided,  however,  that  counsel  to the  indemnifying  party  shall not
      (except with the consent of the indemnified  party) also be counsel to the
      indemnified  party. In no event shall the  indemnifying  parties be liable
      for the fees and  expenses of more than one counsel (in  addition to local
      counsel),  separate from their own counsel, for all indemnified parties in
      connection  with any one action or separate but similar or related actions
      in the same  jurisdiction  arising out of the same general  allegations or
      circumstances.  No  indemnifying  party shall,  without the prior  written
      consent of the indemnified parties, settle or compromise or consent to the
      entry of any judgment with respect to any litigation, or any investigation
      or proceeding by any governmental agency or body, commenced or threatened,
      or  any  claim   whatsoever  in  respect  of  which   indemnification   or
      contribution  could be sought  under this  Section 4  (whether  or not the
      indemnified parties are actual or potential parties thereto),  unless such
      settlement,  compromise or consent (i) includes an  unconditional  written
      release of each indemnified  party from all liability  arising out of such
      litigation, investigation, proceeding or claim


                                       11
<PAGE>

      and (ii) does not  include a  statement  as to or an  admission  of fault,
      culpability or a failure to act by or on behalf of any indemnified party.

             (d)  If at  any  time  an  indemnified  party  shall  have  validly
      requested an  indemnifying  party to reimburse the  indemnified  party for
      fees and expenses of counsel, such indemnifying party agrees that it shall
      be  liable  for any  settlement  of the  nature  contemplated  by  Section
      4(a)(ii)  effected  without its written  consent if (i) such settlement is
      entered into more than 45 days after receipt by such indemnifying party of
      the aforesaid  request,  (ii) such indemnifying  party shall have received
      notice  of the  terms of such  settlement  at least 30 days  prior to such
      settlement being entered into and (iii) such indemnifying  party shall not
      have  reimbursed  such  indemnified  party in accordance with such request
      prior to the date of such settlement.

             (e) In order to  provide  for just and  equitable  contribution  in
      circumstances in which the indemnity agreement set forth in this Section 4
      is for  any  reason  held  to be  unenforceable  by an  indemnified  party
      although  applicable  in  accordance  with its terms,  the Company and the
      Operating  Partnership,  on the one hand,  and the  Holders,  on the other
      hand,  shall  contribute to the  aggregate  losses,  liabilities,  claims,
      damages  and  expenses  of  the  nature  contemplated  by  such  indemnity
      agreement  incurred by the  Company,  the  Operating  Partnership  and the
      Holders,  as  incurred;  provided,  however,  that  no  Person  guilty  of
      fraudulent  misrepresentation  (within the meaning of Section 11(f) of the
      1933 Act) shall be entitled to  contribution  from any Person that was not
      guilty of such  fraudulent  misrepresentation.  As between the Company and
      the Operating Partnership,  on the one hand, and the Holders, on the other
      hand, such parties shall contribute to such aggregate losses, liabilities,
      claims,  damages and expenses of the nature contemplated by such indemnity
      agreement  in such  proportion  as shall be  appropriate  to  reflect  the
      relative  fault of the Company and the Operating  Partnership,  on the one
      hand, and the Holders,  on the other hand,  with respect to the statements
      or omissions  which  resulted in such loss,  liability,  claim,  damage or
      expense,  or  action in  respect  thereof,  as well as any other  relevant
      equitable  considerations.  The  relative  fault  of the  Company  and the
      Operating  Partnership,  on the one hand, and of the Holders, on the other
      hand, shall be determined by reference to, among other things, whether the
      untrue or alleged  untrue  statement of a material fact or the omission or
      alleged omission to state a material fact relates to information  supplied
      by the Company or the Operating Partnership,  on the one hand, or by or on
      behalf of the Holders,  on the other,  and the parties'  relative  intent,
      knowledge,  access to  information  and  opportunity to correct or prevent
      such statement or omission. The Company, the Operating Partnership and the
      Holders of the Registrable  Securities agree that it would not be just and
      equitable if contribution pursuant to this Section 4 were to be determined
      by pro rata  allocation or by any other method of allocation that does not
      take into account the relevant equitable  considerations.  For purposes of
      this Section 4, each Affiliate of a Holder, and each director, officer and
      employee  and  Person,  if any,  who  controls a Holder or such  Affiliate
      within the meaning of Section 15 of the Securities Act shall have the same
      rights to contribution as such Holder, and each trustee and officer of the
      Company and each  Person,  if any,  who  controls  the Company  within the
      meaning of Section 15 of the  Securities Act or Section 20 of the Exchange
      Act shall have the same  rights to  contribution  as the  Company  and the
      Operating Partnership.

                                       12
<PAGE>

             5.  Participation  in an Underwritten  Registration.  No Holder may
participate in an  underwritten  registration  hereunder  unless such Holder (a)
agrees to sell such Holder's Registrable Securities on the basis provided in the
underwriting  arrangement  approved by the Persons entitled hereunder to approve
such arrangements and (b) completes and executes all reasonable  questionnaires,
powers of attorney,  indemnities,  underwriting agreements,  lock-up letters and
other  documents  reasonably  required  under  the  terms  of such  underwriting
arrangements.

             6. Selection of Underwriters. The Holders of Registrable Securities
covered  by the Shelf  Registration  Statement  who desire to do so may sell the
Securities  covered  by such Shelf  Registration  in an  underwritten  offering,
subject to the  provisions  of Section  3(l)  hereof.  In any such  underwritten
offering,  the  underwriter  or  underwriters  and manager or managers that will
administer  the  offering  will be  selected by the Holders of a majority of the
Registrable Securities included in such offering;  provided,  however, that such
underwriters and managers must be reasonably satisfactory to the Company.

             7. Miscellaneous.


             (a)  Rule  144.  For so  long  as the  Company  is  subject  to the
      reporting  requirements  of Section 13 or 15 of the  Exchange  Act and any
      Registrable  Securities  remain  outstanding,  the  Company  will file the
      reports  required to be filed by it under the  Securities  Act and Section
      13(a) or 15(d) of the Exchange Act and the rules and  regulations  adopted
      by the SEC thereunder; provided, however, that if the Company ceases to be
      so required to file such reports,  it will, upon the request of any Holder
      of Registrable  Securities (a) make publicly available such information as
      is necessary to permit sales of its securities  pursuant to Rule 144 under
      the  Securities Act and (b) take such further action that is reasonable in
      the circumstances,  in each case, to the extent required from time to time
      to  enable  such  Holder  to  sell  its  Registrable   Securities  without
      registration  under  the  Securities  Act  within  the  limitation  of the
      exemptions provided by Rule 144 under the Securities Act, as such rule may
      be  amended  from  time to  time,  or any  similar  rules  or  regulations
      hereafter  adopted  by  the  SEC.  Upon  the  request  of  any  Holder  of
      Registrable Securities,  the Company will deliver to such Holder a written
      statement as to whether it has complied with such requirements.

             (b) No Inconsistent  Agreements.  The Company has not entered into,
      and will not enter into,  any  agreement  which is  inconsistent  with the
      rights granted to the Holders of Registrable  Securities in this Agreement
      or otherwise  conflicts with the provisions  hereof. The rights granted to
      the  Holders  hereunder  do not in any  way  conflict  with  and  are  not
      inconsistent with the rights granted to the holders of the Company's other
      issued and outstanding securities under any such agreements.

             (c)  Amendments  and Waivers.  The  provisions  of this  Agreement,
      including the provisions of this sentence, may not be amended, modified or
      supplemented,  and waivers or consents to departures  from the  provisions
      hereof may not be given,  unless the  Company  has  obtained  the  written
      consent of Holders of a majority of the outstanding Registrable Securities
      affected by such amendment, modification, supplement, waiver or departure;
      provided  that no  amendment,  modification  or  supplement  or  waiver or
      consent  to

                                       13
<PAGE>

      the departure  with respect to the provisions of Section 4 hereof shall be
      effective as against any Holder of Registrable Securities unless consented
      to in writing by such Holder of  Registrable  Securities.  Notwithstanding
      the foregoing  sentence,  (i) this  Agreement may be amended,  without the
      consent  of any Holder of  Registrable  Securities,  by written  agreement
      signed by the Company,  the Operating  Partnership  and the Purchaser,  to
      cure any ambiguity,  correct or supplement any provision of this Agreement
      that may be inconsistent  with any other provision of this Agreement or to
      make any other  provisions  with respect to matters or  questions  arising
      under this Agreement which shall not be inconsistent with other provisions
      of this  Agreement,  (ii)  this  Agreement  may be  amended,  modified  or
      supplemented,  and waivers and consents to departures  from the provisions
      hereof  may be given,  by written  agreement  signed by the  Company,  the
      Operating  Partnership  and the  Purchaser  to the  extent  that  any such
      amendment,  modification,  supplement,  waiver  or  consent  is,  in their
      reasonable  judgment,  necessary or appropriate to comply with  applicable
      law (including any  interpretation  of the Staff of the SEC) or any change
      therein and (iii) to the extent any provision of this Agreement relates to
      the Purchaser,  such provision may be amended,  modified or  supplemented,
      and waivers or consents to departures  from such  provisions may be given,
      by written  agreement signed by the Purchaser,  the Operating  Partnership
      and the Company.

             (d) Notices. All notices and other  communications  provided for or
      permitted hereunder shall be made in writing by hand-delivery,  registered
      first-class mail, telex, telecopier, or any courier guaranteeing overnight
      delivery  (i) if to a Holder,  at the most current  address  given by such
      Holder to the Company by means of a notice  given in  accordance  with the
      provisions of this Section 7(d), which address  initially is, with respect
      to the  Purchaser,  the address set forth in the Purchase  Agreement;  and
      (ii) if to the  Company or the  Operating  Partnership,  initially  at the
      Company's  address set forth in the Purchase  Agreement and  thereafter at
      such  other  address,  notice  of which is  given in  accordance  with the
      provisions of this Section 7(d).

             All such  notices and  communications  shall be deemed to have been
duly  given:  at the time  delivered  by hand,  if  personally  delivered;  five
Business Days after being  deposited in the mail,  postage  prepaid,  if mailed;
when answered back, if telexed; when receipt is acknowledged, if telecopied; and
on the next  Business  Day, if timely  delivered to an air courier  guaranteeing
overnight delivery.

             (e)  Successors  and  Assigns.  This  Agreement  shall inure to the
      benefit of and be binding upon the successors,  assigns and transferees of
      the Purchaser,  including,  without limitation and without the need for an
      express assignment,  subsequent Holders;  provided,  however, that nothing
      herein  shall be  deemed  to  permit  any  assignment,  transfer  or other
      disposition  of  Registrable  Securities  in violation of the terms of the
      Purchase Agreement or amended charter of the Company. If any transferee of
      any Holder shall acquire Registrable Securities, in any manner, whether by
      operation of law or otherwise,  such Registrable  Securities shall be held
      subject to all of the terms of this  Agreement,  and by taking and holding
      such Registrable  Securities,  such Person shall be conclusively deemed to
      have agreed to be bound by and to perform all of the terms and  provisions
      of this  Agreement  and such  Person  shall be  entitled  to  receive  the
      benefits hereof.

                                       14
<PAGE>

             (f) Third Party  Beneficiaries.  Each Holder shall be a third party
      beneficiary  of the  agreements  made  hereunder  among the  Company,  the
      Operating Partnership and the Purchaser,  and the Purchaser shall have the
      right to  enforce  such  agreements  directly  to the extent it deems such
      enforcement  necessary or advisable to protect its rights or the rights of
      Holders hereunder.

             (g)  Counterparts.  This Agreement may be executed in any number of
      counterparts and by the parties hereto in separate  counterparts,  each of
      which when so executed  shall be deemed to be an original and all of which
      taken together shall constitute one and the same agreement.

             (h) Headings. The headings in this Agreement are for convenience of
      reference only and shall not limit or otherwise affect the meaning hereof.

             (i)  Governing  Law.  This  Agreement  shall  be  governed  by  and
      construed  in  accordance  with the laws of the State of New York  without
      giving effect to any provisions relating to conflicts of laws.

             (j)  Severability.  In  the  event  that  any  one or  more  of the
      provisions   contained   herein,   or  the  application   thereof  in  any
      circumstance,  is held invalid,  illegal or  unenforceable,  the validity,
      legality and  enforceability  of any such provision in every other respect
      and of the remaining  provisions contained herein shall not be affected or
      impaired thereby.

             (k) Securities Held by the Company or its Affiliates.  Whenever the
      consent or approval of Holders of a specified  percentage  of  Registrable
      Securities  is  required  hereunder,  Registrable  Securities  held by the
      Company or any Affiliates shall not be counted in determining whether such
      consent or approval was given by the Holders of such required percentage.


                                       15
<PAGE>
             IN WITNESS WHEREOF,  the parties have executed this Agreement as of
the date first written above.

                                Very truly yours,

                                RECKSON ASSOCIATES REALTY CORP.



                                By:/s/ Jason M. Barnett
                                   ------------------------------------------
                                   Name:  Jason M. Barnett
                                   Title: Executive Vice President

                                RECKSON OPERATING PARTNERSHIP, L.P.
                                By:  Reckson Associates Realty Corp.,
                                     its General Partner, solely with respect to
                                     Section 4 hereof

                                By:/s/ Jason M. Barnett
                                   ----------------------------------------
                                   Name:  Jason M. Barnett
                                   Title: Executive Vice President


CONFIRMED AND ACCEPTED,
     as of the date first
     above written:

STICHTING PENSIOENFONDS ABP

By: ABP Investments US, Inc., as Agent

By: /s/ Barden N. Gale
    -------------------------
    Name:  Barden N. Gale
    Title: Executive Vice President



                                       16