OPERATING AGREEMENT

                                      OF

                               RT TRI-STATE LLC





                  THIS OPERATING AGREEMENT is entered into as of September 28,

2000, between Reckson Tri-State Member LLC, a Delaware limited liability

company (together with its permitted successors and assigns, "Reckson") and

TIAA Tri-State LLC, a Delaware limited liability company (together with its

permitted successors and assigns, "TIAA LLC"). Reckson and TIAA LLC shall

hereinafter collectively be referred to as the "Members".



                  WHEREAS, a limited liability company was previously formed

pursuant to the provisions of the Delaware Limited Liability Company Act (as

the same may be amended from time to time, the "LLC Act") under the name RT

Tri-State LLC (the "LLC") pursuant to a Certificate of Formation dated as of

September 14, 2000 (the "Certificate") and pursuant to which Reckson OP (as

hereinafter defined) was the sole member;



                  WHEREAS, subsequent to the LLC's formation, Reckson OP

contributed all of its interest in the LLC to Reckson in exchange for

Reckson's receipt of all of the ownership interests in the LLC;



                  WHEREAS, on the date hereof, the LLC owns all right, title

and interest in (a) Reckson Stamford Towers LLC ("Reckson/Stamford Towers

LLC"), the owner of fee simple title to the property commonly known as

Stamford Towers, Stamford, Connecticut ("Stamford Towers"), (b) Reckson Short

Hills LLC ("Reckson Short Hills LLC"), the owner of a condominium unit in the

building known as 51 JFK Parkway, Short Hills, New Jersey (such condominium

unit, "51 JFK"), (c) Reckson 120 White Plains Road LLC ("Reckson 120 White

Plains Road LLC"), the owner of fee simple title to the property commonly

known as 120 White Plains Road, Tarrytown, New York ("120 White Plains"), (d)

400 Garden City LLC ("400 Garden City LLC"), the owner of fee simple title to

the property commonly known as 400 Garden City Plaza, Garden City, New York

("400 Garden City Plaza"), (e) 1305 Walt Whitman LLC ("1305 Walt Whitman

LLC"), the owner of fee simple title to the property commonly known as 1305

Walt Whitman Road, Melville, New York ("1305 Walt Whitman"), (f) 90 Merrick

LLC ("90 Merrick LLC"), the owner of the ground lessee's interest in the

building commonly known as 90 Merrick Avenue, East Meadow, New York ("90

Merrick") and (g) 275 Broadhollow LLC ("275 Broadhollow LLC"), the owner of

fee simple title to the property commonly known as 275 Broadhollow Road,

Melville, New York ("275 Broadhollow"). Each of Reckson/Stamford Towers LLC,

Reckson Short Hills LLC, Reckson 120 White Plains Road LLC, 400 Garden City

LLC, 1305 Walt Whitman LLC, 90 Merrick LLC and 275 Broadhollow LLC shall be

referred to individually as a "Property Owner" and collectively as the

"Property Owners". Each of Stamford Towers, 51 JFK, 120 White Plains, 400

Garden City Plaza, 1305 Walt Whitman, 90 Merrick and 275 Broadhollow shall be

referred to individually as a "Property" and collectively as the "Properties."

The Members acknowledge that the agreed gross value of each Property as of the

date of this Agreement is as set forth on Schedule 1 (the "Allocated Values");

and



                  WHEREAS, on the date hereof and as set forth herein (a) TIAA

LLC has made an initial capital contribution to the LLC in the amount set

forth in Section 5.01(a)(i), (b) TIAA LLC has received a 49% interest in the

LLC in exchange for such contribution; and (c) such capital contribution has

been distributed to Reckson (the occurrence of the events described in clauses

(a), (b) and (c) on the date of this Agreement are sometimes herein referred

to as the "Closing").



                  NOW, THEREFORE, in consideration of the foregoing, and of

the covenants and agreements hereinafter set forth, Reckson and TIAA LLC

hereby agree as follows:



                                   ARTICLE I

                                  DEFINITIONS



                  Unless otherwise specified, all references herein to

Articles or Sections are to Articles or Sections of this Agreement. Unless the

context otherwise specifies or requires, capitalized terms used herein shall

apply equally to both the singular and the plural forms of such capitalized

terms and shall have the following respective meanings:



                  51 JFK: As defined in the recitals to this Agreement.



                  90 Merrick LLC: As defined in the recitals to this Agreement.



                  90 Merrick:  As defined in the recitals to this Agreement.



                  101 JFK:  As defined in Section 7.05.



                  120 White Plains: As defined in the recitals to this

                  Agreement.



                  275 Broadhollow: As defined in the recitals to this

                  Agreement.



                  275 Broadhollow LLC: As defined in the recitals to this

                  Agreement.



                  400 Garden City LLC:  As defined in the recitals to this

                  Agreement.



                  400 Garden City Plaza: As defined in the recitals to this

                  Agreement.



                  1305 Walt Whitman: As defined in the recitals to this

                  Agreement.



                  1305 Walt Whitman LLC: As defined in the recitals to this

                  Agreement.



                  Actively Managed Entity: As defined in Section 9.06(a)(i).



                  Adjusted Net Ordinary Cash Flow: For any period means an

amount equal to the Net Ordinary Cash Flow for such period plus payments on

account of debt service, any expenses required or permitted to be capitalized,

Leasing Costs, Management Fees and excluding any changes in Cash Reserves.



                  Adjusted Portfolio Valuation: As defined in Section

9.06(a)(ii)(A).



                  Affiliate: When used with reference to a specified Person,

means any Person that directly or indirectly through one or more

intermediaries controls or is controlled by or is under common control with

the specified Person. For purposes of this definition of "Affiliate" the term

"control" means the possession, directly or indirectly, of the power to direct

or cause the direction of the management and policies of a Person, whether

through the ownership of voting securities, by contract or otherwise.



                  Agreement: This Operating Agreement, as it may be further

amended or supplemented from time to time.



                  Allocated Values: As defined in the recitals to this

Agreement.



                  Annual Report:  As defined in Section 8.04.



                  Applicable Interest: As defined in Section 9.04(a)(i).



                  Applicable Leases: As defined in Section 12.01(a).



                  Appraiser: As defined in Section 9.06(a)(ii)(A).



                  Approved Entity:  As defined in Section 9.06(a)(i).



                  Approved Entity List: As defined in Section 9.06(a)(i).



                  Approved Pledgee: As defined in Section 9.09(d).



                  Bank Account:  As defined in Section 8.03.



                  Bankrupt: "Bankruptcy" shall mean, and a Member shall be

deemed "Bankrupt" upon, (i) the entry of a final, nonappealable decree or

order for relief of the Member by a court of competent jurisdiction in any

involuntary case involving the Member under any bankruptcy, insolvency or

other similar law now or hereafter in effect; (ii) the appointment of a

receiver, liquidator, assignee, custodian, trustee, sequestrator or other

similar agent for the Member or for all or substantially all of the Member's

assets or property which appointment is not discharged within ninety (90)

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