X0202 4 2005-03-11 0 0000930548 RECKSON ASSOCIATES REALTY CORP RA 0001270352 WATERMAN PHILIP III C/0 RECKSON ASSOCIATES REALTY CORP. 225 BROADHOLLOW ROAD MELVILLE NY 11747 0 1 0 0 Exec. V.P., Ch. Develpmt Off. LTIP Units 2005-03-11 4 A 0 2600 A 2007-01-01 Common Stock 2600 2600 D These LTIP Units, which are profit interest units of limited partnership interest in Reckson Operating Partnership, L.P. (the "Operating Partnership"), were granted on March 11, 2005, and are subject to time and performance-based vesting. Subject to achieving minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, (i) the registrant may request that the Operating Partnership redeem vested LTIP Units for cash equal to the then fair market value of a share of the Company's common stock beginning upon the later of January 1, 2007 or six months after the LTIP Units being redeemed have become vested, or (ii) if the Company's Compensation Committee elects to make this alternative available, the registrant may convert vested LTIP Units into an equal number of common units of limited partnership interest in the Operating Partnership beginning on January 1, 2007 on a one-for-one basis. The registrant may then request that the Operating Partnership redeem the common units into which the vested LTIP Units have been converted for cash in an amount equal to the then fair market value of a share of the Company's common stock or, at the election of the Company, for shares of common stock on a one-for-one basis. The LTIP Units do not have an expiration date. December 31, 2095 is the current termination date of the Operating Partnership. N/A. /s/ Philip Waterman III 2005-04-19