ROCKEFELLER CENTER PROPERTIES INC, PRER14A, 1996-02-02

ROCKEFELLER CENTER PROPERTIES INC
PRER14A, 1996-02-02
REAL ESTATE INVESTMENT TRUSTS

Previous: HUTCHINSON TECHNOLOGY INC, 10-Q, 1996-02-02

Next: ROCKEFELLER CENTER PROPERTIES INC, SC 13E3/A, 1996-02-02

<PAGE>

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to

Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. 1)

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.a-11(c) or Section240.a-12
/ / Confidential, for Use of the Commission Only (as permitted by Rule
a-6(e)(2))

ROCKEFELLER CENTER PROPERTIES, INC.
(Name of Registrant as Specified In Its Charter
and Person Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party of the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
Common Stock, par value $.01 per share
2) Aggregate number of securities to which transaction applies: 38,260,704
(outstanding shares of Common Stock on December 13, 1995, not including
shares of Common Stock held by Rockefeller Center Properties, Inc. or
any of its subsidiaries as treasury shares or owned by RCPI Holdings
Inc. or any of its subsidiaries)
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
$8.00 per unit
4) Proposed maximum aggregate value of transaction:
$306,085,632
5) Total fee paid: $61,218
Fee of $61,218 paid by wire transfer on December 14, 1995 to the designated
lockbox depositary maintained by the Commission at Mellon Bank.
/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:

<PAGE>

[LOGO]

February , 1996

Dear Stockholder:

You are cordially invited to attend a Special Meeting of Stockholders of
Rockefeller Center Properties, Inc. ("RCPI") to be held on March 25, 1996 in the
Auditorium at The Equitable Center, 787 Seventh Avenue, New York City,
commencing at 9:30 a.m., Eastern Standard Time. Your Board of Directors and RCPI
management hope that you will be able to attend the Special Meeting in person.

At the Special Meeting, you will be asked to consider and vote upon a
proposal to approve and adopt the Agreement and Plan of Merger dated as of
November 7, 1995 (as amended, the "Merger Agreement") entered into by RCPI with
Whitehall Street Real Estate Limited Partnership V ("Whitehall"), Rockprop,
L.L.C., David Rockefeller, Exor Group S.A., Troutlet Investments Corporation
(collectively, the "Investors"), RCPI Holdings Inc. ("Holdings") and RCPI Merger
Inc. As more fully described in the attached Proxy Statement, for certain
purposes, Whitehall may be deemed to control, and therefore may be deemed to be
an affiliate of, RCPI.

YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT, HAS
DETERMINED THAT THE MERGER AGREEMENT IS FAIR TO AND IN THE BEST INTERESTS OF
RCPI AND ITS STOCKHOLDERS AND RECOMMENDS THAT YOU VOTE FOR APPROVAL AND ADOPTION
OF THE MERGER AGREEMENT.

The affirmative vote of the holders of a majority of the outstanding Shares
entitled to vote thereon is required to approve and adopt the Merger Agreement.

YOUR VOTE IS IMPORTANT. Regardless of the number of Shares you own or
whether you plan to attend, it is important that your Shares be represented and
voted at the Special Meeting. You are requested to complete, sign, date and
return the enclosed white proxy card as soon as possible in the enclosed,
postage-paid return envelope. If you attend the Special Meeting, you may revoke
your proxy and vote your Shares in person, even if you have previously returned
a proxy.

PLEASE DO NOT SEND US YOUR STOCK CERTIFICATES AT THIS TIME. If the Merger is
consummated, you will be advised of the procedure for surrendering your
certificates in exchange for the Merger Consideration.

<PAGE>

made by the RCPI Board as to whether this option would be exercised if the RCPI
stockholders do not approve the Merger Agreement; such a decision will be made
in the light of the circumstances obtaining at the time of any such failure to
approve the Merger Agreement, including any alternatives that may then be
available to RCPI. Any election by RCPI to proceed with a rights offering would
not require prior approval of the RCPI stockholders. The terms of the rights
offering agreement are fully described in the attached Proxy Statement and a
copy is attached thereto as Annex B.

If you have any questions about the matters discussed in the Proxy
Statement, please call RCPI at (800) 555-6444 or (212) 698-1440. Thank you for
your cooperation and continued support.

Sincerely,

<TABLE>
<S> <C>
Dr. Peter D. Linneman Richard M. Scarlata
CHAIRMAN OF THE BOARD PRESIDENT & CHIEF EXECUTIVE OFFICER
</TABLE>

<PAGE>
[LOGO]

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To the Stockholders of
Rockefeller Center Properties, Inc.

A Special Meeting of Stockholders of Rockefeller Center Properties, Inc.
("RCPI") will be held in the Auditorium at The Equitable Center, 787 Seventh
Avenue, New York City, on March 25, 1996 at 9:30 a.m., Eastern Standard Time,
for the following purposes:

1. To consider and vote upon a proposal to approve and adopt the
Agreement and Plan of Merger dated as of November 7, 1995 (as amended on
February , 1996 and as it may be further amended from time to time, the
"Merger Agreement") entered into by RCPI with Whitehall Street Real Estate
Limited Partnership V ("Whitehall"), Rockprop, L.L.C., David Rockefeller,
Exor Group S.A., Troutlet Investments Corporation (collectively, the
"Investors"), RCPI Holdings Inc. ("Holdings") and RCPI Merger Inc.

To effect the transactions contemplated by the Merger Agreement, the
Investors have organized Holdings and own all of its outstanding capital
stock. Upon the terms and subject to the conditions of the Merger Agreement,
Holdings will be merged into RCPI (the "Merger") and will cease to exist.
RCPI will be the surviving corporation in the Merger, thus becoming wholly
owned by the Investors and their designees. If the Merger is consummated,
each share, par value $0.01 per share, of common stock of RCPI (a "Share")
outstanding immediately prior to the Merger, except for the Excluded Shares
referred to below, will be canceled and automatically converted into the
right to receive $8.00 per Share net to the holder in cash (the "Merger
Consideration"), without interest. "Excluded Shares" means (i) Shares held
by RCPI or any of its subsidiaries as treasury shares, if any, (ii) Shares
held by Holdings or any of its subsidiaries, if any, and (iii) Shares held
by stockholders who have not voted in favor of the Merger or consented
thereto in writing and who have properly demanded in writing appraisal of
such Shares in accordance with Section 262 of the Delaware General
Corporation Law (the "DGCL").

2. To transact such other business as may properly come before the
Special Meeting, including any and all adjournments and postponements
thereof.

The terms of the Merger Agreement are described in the accompanying Proxy
Statement and a conformed copy of the original Merger Agreement and Amendment
No. 1 thereto is included with the Proxy Statement as Annex A.

THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT, HAS
DETERMINED THAT THE MERGER AGREEMENT IS FAIR TO AND IN THE BEST INTERESTS OF
RCPI AND ITS STOCKHOLDERS AND RECOMMENDS THAT YOU VOTE FOR APPROVAL AND ADOPTION
OF THE MERGER AGREEMENT.

Stockholders who do not wish to accept the Merger Consideration and who
comply with the requirements of Section 262 of the DGCL have the right to seek
an appraisal by the Delaware Court of Chancery of the fair value of their
Shares. For a description of the rights of the stockholders of RCPI pursuant to
Section 262 of the DGCL and a description of the procedures to be followed in
order to obtain such an appraisal, see "Rights of Dissenting Stockholders" in
the accompanying Proxy Statement. A copy of the text of Section 262 of the DGCL
appears as Annex D thereto.

The affirmative vote of the holders of a majority of the outstanding Shares
entitled to vote thereon is required to approve and adopt the Merger Agreement.

The Board of Directors has set the close of business on February 8, 1996 as
the record date for determining stockholders entitled to notice of and to vote
at the Special Meeting or any postponement

<PAGE>
or adjournment thereof. Only stockholders of record at the close of business on
such date are entitled to vote at the Special Meeting or any postponement or
adjournment thereof. A list of the stockholders of record entitled to vote at
the Special Meeting will be available for inspection by any stockholder of RCPI
for any purpose germane to the Special Meeting during normal business hours for
a period of ten business days prior to the date of the Special Meeting at the
offices of RCPI, 1270 Avenue of the Americas, New York, New York 10020.

The Board of Directors hopes that as many stockholders as possible will
personally attend the Special Meeting. If you plan to attend, please advise RCPI
by checking the box provided on the enclosed proxy card and returning it to RCPI
or otherwise providing written notice to the Secretary of RCPI of your intention
to attend. Upon receipt of your proxy with the box checked or other written
notice of your intention to attend, we will send you an admission card.

Simultaneously with the execution and delivery of the Merger Agreement, RCPI
entered into a separate agreement with Whitehall and Goldman, Sachs & Co., an
affiliate of Whitehall, pursuant to which the parties have agreed that if RCPI's
stockholders do not approve the Merger Agreement at the Special Meeting, RCPI
will have the right to elect, within 30 days after the date of the Special
Meeting, to make a $200 million publicly registered rights offering at a price
set by the Board of Directors, but not less than $6.00 per Share. The purpose of
the agreement is to provide RCPI with a pre-negotiated means to raise the funds
it would require to be able to acquire the Rockefeller Center property and to
service its obligations if the RCPI stockholders do not follow the unanimous
recommendation of the Board of Directors that they approve the Merger Agreement.
No decision has been made by the Board of Directors as to whether this option
would be exercised if the RCPI stockholders do not approve the Merger Agreement;
such a decision will be made in the light of the circumstances obtaining at the
time of any such failure to approve the Merger Agreement, including any
alternatives that may then be available to RCPI. Any election by RCPI to proceed
with a rights offering would not require prior approval of the RCPI
Stockholders. The terms of the rights offering agreement are fully described in
the attached Proxy Statement and a copy is attached thereto as Annex B.

YOUR VOTE IS IMPORTANT. REGARDLESS OF THE NUMBER OF SHARES YOU OWN OR
WHETHER YOU PLAN TO ATTEND THE SPECIAL MEETING, IT IS IMPORTANT THAT YOUR SHARES
BE REPRESENTED AND VOTED AT THE SPECIAL MEETING. YOU ARE REQUESTED TO COMPLETE,
SIGN, DATE AND RETURN THE ENCLOSED WHITE PROXY CARD AS SOON AS POSSIBLE IN THE
ENCLOSED, POSTAGE-PAID RETURN ENVELOPE. IF YOU ATTEND THE SPECIAL MEETING, YOU
MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON, EVEN IF YOU HAVE
PREVIOUSLY RETURNED A PROXY.

By Order of the Board of Directors,
STEPHANIE LEGGETT YOUNG
VICE PRESIDENT & SECRETARY

New York, New York
February , 1996

2
<PAGE>
PRELIMINARY COPY

SUBJECT TO COMPLETION, DATED FEBRUARY 2, 1996

------------------------

ROCKEFELLER CENTER PROPERTIES, INC.
1270 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
------------------------

PROXY STATEMENT
---------------------

SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON MARCH 25, 1996

------------------------

This Proxy Statement is being furnished to the stockholders of Rockefeller
Center Properties, Inc., a Delaware corporation ("RCPI"), in connection with the
solicitation of proxies by the Board of Directors of RCPI (the "Board") from
holders of outstanding shares of common stock, par value $.01 per share, of RCPI
(the "Shares"), for use at the Special Meeting of Stockholders of RCPI to be
held in the Auditorium at The Equitable Center, 787 Seventh Avenue, New York
City, at 9:30 a.m., Eastern Standard Time, on March 25, 1996 (including any
postponements or adjournments thereof, the "Special Meeting"). This Proxy
Statement and the enclosed Notice of Special Meeting of Stockholders and form of
proxy are first being sent to stockholders of RCPI on February , 1996.

At the Special Meeting, you will be asked to consider and vote on a proposal
to approve and adopt the Agreement and Plan of Merger dated as of November 7,
1995 (as amended on February , 1996 and as it may be further amended from time
to time, the "Merger Agreement") entered into by RCPI with Whitehall Street Real
Estate Limited Partnership V ("Whitehall"), Rockprop, L.L.C., David Rockefeller,
Exor Group S.A., Troutlet Investments Corporation (collectively, the
"Investors"), RCPI Holdings Inc. ("Holdings") and RCPI Merger Inc. As more fully
described herein, for certain purposes, Whitehall may be deemed to control, and
therefore may be deemed to be an affiliate of, RCPI. None of the Investors owns
any Shares and therefore no Investor will cast any votes at the Special Meeting.

On May 11, 1995, the owners of the Rockefeller Center property filed
voluntary petitions under Chapter 11 of the Bankruptcy Code. Under the
Borrower's Chapter 11 plan of reorganization, RCPI is expected to take title to
the Rockefeller Center property immediately following consummation of the
Merger. See "Special Factors -- Borrower's Chapter 11 Case".

As a result of the Merger, RCPI's stockholders will not have an opportunity
to continue their equity interest in RCPI as an ongoing corporation and,
therefore, will not share in the future earnings and potential growth of RCPI or
the Rockefeller Center property, if any.

The consummation of the Merger is subject to approval by the holders of a
majority of the outstanding Shares and to certain other conditions, all as more
fully described in this Proxy Statement. As further described herein, Whitehall
owns stock appreciation rights and currently exercisable warrants issued by
RCPI. See "The Merger -- The Merger Agreement -- Conditions to the Merger".

The Board has unanimously approved the Merger Agreement, has determined that
the Merger Agreement is fair to and in the best interests of RCPI and its
stockholders and recommends that you vote FOR approval and adoption of the
Merger Agreement.

Simultaneously with the execution and delivery of the Merger Agreement, RCPI
entered into a separate agreement with Whitehall and Goldman, Sachs & Co., an
affiliate of Whitehall, pursuant to which the parties have agreed that if RCPI's
stockholders do not approve the Merger Agreement at the Special Meeting, RCPI
will have the right to elect, within 30 days after the date of the Special
Meeting, to make a $200 million publicly registered rights offering at a price
set by the Board, but not less than $6.00 per Share. The purpose of the
agreement is to provide RCPI with a pre-negotiated means to raise the funds it
would require to be able to acquire the Rockefeller Center property and to
service its obligations if the RCPI stockholders do not follow the unanimous
recommendation of the Board that they approve the Merger Agreement. No decision
has been made by the Board as to whether this option would be exercised if the
RCPI stockholders do not approve the Merger Agreement; such a decision will be
made in the light of the circumstances obtaining at the time of any such failure
to approve the Merger Agreement, including any alternatives that may then be
available to RCPI. Any election by RCPI to proceed with a rights offering would
not require prior approval of the RCPI stockholders. The terms of the rights
offering agreement are fully described herein and a copy is attached hereto as
Annex B.

------------------------
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE FAIRNESS OR
MERITS OF SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF
THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
------------------------

THE DATE OF THIS PROXY STATEMENT IS FEBRUARY , 1996

------------------------
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
SUMMARY................................................................................................... 1
The Special Meeting..................................................................................... 1
Required Vote; Quorum; Record Date...................................................................... 1
The Parties............................................................................................. 2
The Merger.............................................................................................. 3
Effective Time of the Merger............................................................................ 4
Exchange of Shares...................................................................................... 4
Background of the Merger................................................................................ 4
Recommendation of the Board; Fairness of the Merger..................................................... 4
Opinion of PaineWebber.................................................................................. 4
Certain Effects of the Merger........................................................................... 5
Conditions to the Merger................................................................................ 5
GSMC Loans.............................................................................................. 6
Borrower's Chapter 11 Case.............................................................................. 6
Accounting Treatment.................................................................................... 6
Interest of Certain Persons in the Merger............................................................... 7
Certain United States Federal Income Tax Consequences of the Merger..................................... 7
Termination; Fees and Expenses.......................................................................... 7
Source and Amount of Funds.............................................................................. 8
Rights of Dissenting Stockholders....................................................................... 8
Rights Offering Agreement............................................................................... 8
Market Prices and Dividends on RCPI Common Stock........................................................ 10
Summary Financial Data of RCPI.......................................................................... 11
Summary Financial Data of the Property.................................................................. 13
INTRODUCTION.............................................................................................. 16
General................................................................................................. 16
The Special Meeting..................................................................................... 16
Voting Rights and Proxy Information..................................................................... 16
Solicitation of Proxies................................................................................. 18
THE PARTIES............................................................................................... 18
RCPI.................................................................................................... 18
Investors............................................................................................... 19
Holdings................................................................................................ 21
SPECIAL FACTORS........................................................................................... 21
Background of the Merger................................................................................ 21
Recommendation of the Board............................................................................. 44
Fairness of the Merger.................................................................................. 44
Interest of Certain Persons in the Merger............................................................... 46
Vote of Directors and Officers of RCPI.................................................................. 48
Opinion of PaineWebber.................................................................................. 48
Douglas Elliman 1994 Appraisal; The Weitzman Group Concurrence Report................................... 52
Purpose and Structure of the Transaction................................................................ 54
Reasons for the Transaction............................................................................. 54
Plans for RCPI After the Merger......................................................................... 55
Certain Effects of the Merger........................................................................... 55
Borrower's Chapter 11 Case.............................................................................. 56
Accounting Treatment.................................................................................... 57
Regulatory Approvals.................................................................................... 57
Certain Litigation...................................................................................... 57
Fees and Expenses....................................................................................... 59
</TABLE>

i
<PAGE>

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
THE MERGER................................................................................................ 60
General................................................................................................. 60
The Merger Agreement.................................................................................... 60
Source and Amount of Funds.............................................................................. 66
The Rights Offering Agreement........................................................................... 67
RIGHTS OF DISSENTING STOCKHOLDERS......................................................................... 70
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER....................................... 73
CERTAIN FINANCIAL PROJECTIONS............................................................................. 74
BUSINESS OF RCPI.......................................................................................... 78
MARKET PRICES AND DIVIDENDS ON RCPI COMMON STOCK.......................................................... 79
SELECTED FINANCIAL DATA OF RCPI........................................................................... 80
SELECTED FINANCIAL DATA OF THE PROPERTY................................................................... 82
OWNERSHIP OF COMMON STOCK................................................................................. 85
Security Ownership of Management........................................................................ 85
Security Ownership of Certain Beneficial Owners......................................................... 86
TRANSACTIONS BY CERTAIN PERSONS IN SHARES................................................................. 88
REVOCATION OF PROXIES..................................................................................... 88
INDEPENDENT AUDITORS...................................................................................... 88
STOCKHOLDER PROPOSALS..................................................................................... 88
DOCUMENTS INCORPORATED BY REFERENCE....................................................................... 89
AVAILABLE INFORMATION..................................................................................... 90
ANNEX A -- Agreement and Plan of Merger[; Amendment No. 1 to the Agreement and Plan of Merger]
ANNEX B -- Rights Offering Agreement
ANNEX C -- Opinion of PaineWebber Incorporated
ANNEX D -- Section 262 of the General Corporation Law of the State of Delaware
SCHEDULE I -- Directors and Executive Officers of RCPI
SCHEDULE II -- Directors and Executive Officers of WH Advisors, Inc.
SCHEDULE III -- General Partners of GS Group
SCHEDULE IV -- Directors and Executive Officers of each Corporate General Partner of
GS Group
</TABLE>

------------------------
THE MATERIAL ASPECTS OF THE MERGER AND THE MERGER AGREEMENT ARE SUMMARIZED IN
THIS PROXY STATEMENT. THIS SUMMARY DOES NOT PURPORT TO BE COMPLETE AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE ANNEXES AND SCHEDULES
ATTACHED TO THIS PROXY STATEMENT, EACH OF WHICH IS INCORPORATED
HEREIN BY REFERENCE. STOCKHOLDERS ARE URGED TO READ THIS PROXY
STATEMENT AND THE ANNEXES AND SCHEDULES HERETO
CAREFULLY AND IN THEIR ENTIRETY.

ii
<PAGE>
SUMMARY

THE FOLLOWING IS A BRIEF SUMMARY OF CERTAIN INFORMATION CONTAINED ELSEWHERE
IN THIS PROXY STATEMENT. THIS SUMMARY IS NOT INTENDED TO BE A COMPLETE
DESCRIPTION OF THE MATTERS COVERED IN THIS PROXY STATEMENT AND IS SUBJECT TO AND
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE MORE DETAILED INFORMATION
CONTAINED ELSEWHERE IN THIS PROXY STATEMENT, INCLUDING THE ANNEXES AND SCHEDULES
HERETO AND THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN. STOCKHOLDERS ARE
URGED TO READ CAREFULLY THE ENTIRE PROXY STATEMENT, INCLUDING THE ANNEXES AND
SCHEDULES.

THE SPECIAL MEETING

DATE, TIME AND PLACE. A Special Meeting of stockholders of Rockefeller
Center Properties, Inc. ("RCPI") will be held on March 25, 1996 at 9:30 a.m.,
Eastern Standard Time, in the Auditorium at The Equitable Center, 787 Seventh
Avenue in New York City (including any adjournments and postponements thereof,
the "Special Meeting").

PURPOSE OF THE SPECIAL MEETING. The purpose of the Special Meeting is to
consider and vote upon a proposal to approve and adopt the Agreement and Plan of
Merger dated as of November 7, 1995 (as amended on February , 1996 and as it
may be further amended from time to time, the "Merger Agreement") among RCPI,
Whitehall Street Real Estate Limited Partnership V ("Whitehall"), Rockprop,
L.L.C. ("Rockprop"), David Rockefeller, Exor Group S.A. ("Exor"), Troutlet
Investments Corporation ("Troutlet" and, together with Whitehall, Rockprop, Mr.
Rockefeller and Exor, the "Investors"), RCPI Holdings Inc. ("Holdings") and RCPI
Merger Inc. RCPI's stockholders will also consider any other business that may
properly come before the Special Meeting. See "Introduction -- The Special
Meeting".

REQUIRED VOTE; QUORUM; RECORD DATE

RCPI's By-laws require the affirmative vote of the holders of 62.5% of the
outstanding shares (the "Shares") of common stock, par value $0.01 per share
(the "Common Stock"), of RCPI entitled to vote to approve and adopt the Merger
Agreement, unless the holders of 62.5% of the outstanding warrants (the
"Warrants") and stock appreciation rights (the "SARs") of RCPI consent to the
consummation of the transactions contemplated by the Merger Agreement.
Whitehall, the holder of more than 97% of the Warrants and SARs, has consented
to the consummation of the transactions contemplated by the Merger Agreement;
accordingly, the affirmative vote of the holders of a majority of the
outstanding Shares entitled to vote thereon is required to approve and adopt the
Merger Agreement. Because Whitehall does not own any Shares and neither the
Warrants nor the SARs carry any right to vote with the stockholders of RCPI,
Whitehall will not cast any votes at the Special Meeting. As a result, the
approval of a majority of unaffiliated stockholders is required to approve the
Merger Agreement. In addition, none of the other Investors owns any Shares and
no Investor will cast any votes at the Special Meeting. The presence, in person
or by proxy, of the holders of a majority of the Shares entitled to vote at the
Special Meeting is necessary to constitute a quorum for the transaction of
business at the Special Meeting. See "Introduction -- Voting Rights and Proxy
Information".

The close of business on February 8, 1996 (the "Record Date") has been fixed
as the record date for determining holders of Shares entitled to vote at the
Special Meeting. Only holders of Shares on the Record Date will be entitled to
notice of and to vote at the Special Meeting. On the Record Date, RCPI had
38,260,704 Shares outstanding, all of which are entitled to notice of and to
vote at the Special Meeting. At the Record Date, there were stockholders of
record. See "Introduction -- Voting Rights and Proxy Information".

A stockholder may revoke his or her proxy at any time prior to its exercise
by attending the Special Meeting and voting in person (although attendance at
the Special Meeting will not in and of itself constitute revocation of a proxy),
by giving notice of revocation of his or her proxy at the Special Meeting or by
delivering a written notice of revocation or a duly executed proxy relating to
the matters to be considered at the Special Meeting and bearing a later date to
the Secretary of RCPI at 1270 Avenue of the Americas, New York, New York 10020.
Unless revoked in the manner set forth above, proxies in the form enclosed will
be voted at the Special Meeting in accordance with the stockholder's
instructions.

1
<PAGE>
THE PARTIES

RCPI

RCPI was formed in 1985 to permit public investment in the 12 original
landmarked buildings in Rockefeller Center (the "Property"). RCPI's principal
assets are two convertible, participating mortgage notes, in an aggregate amount
of $1.3 billion (collectively, the "Mortgage Note"), issued by two partnerships,
Rockefeller Center Properties ("RCP") and RCP Associates ("RCPA" and, together
with RCP, the "Borrower"), that together own most of the land and buildings
known as Rockefeller Center in Midtown Manhattan in New York City. Rockefeller
Center is one of the best-known business and entertainment complexes in the
world. Occupying most of three blocks, the Property includes 12 landmarked
buildings, all but one of which were completed between 1932 and 1940, having
approximately 6.2 million square feet of rentable office, retail, storage and
studio space. Rockefeller Center contains a wide range of amenities, including
the Channel Gardens landscaped promenade, the lower plaza used as an ice skating
rink during colder weather and at other times for outdoor dining, a six-story
725-car parking garage and extensive off-street truck delivery areas, an
underground retail and pedestrian concourse connecting all of the buildings and
providing direct access to a subway station, roof gardens and Radio City Music
Hall. Retail space within Rockefeller Center includes approximately 200 shops
and 35 restaurants.

On May 11, 1995, RCP and RCPA filed voluntary petitions under Chapter 11 of
the Bankruptcy Code. Under the Borrower's Chapter 11 plan of reorganization,
RCPI or its designee is expected to take title to the Property immediately
following consummation of the Merger. See "Special Factors -- Borrower's Chapter
11 Case".

RCPI was incorporated in Delaware and qualifies and has elected to be
treated as a real estate investment trust (a "REIT") under the Internal Revenue
Code of 1986, as amended (the "Internal Revenue Code"). See "The Parties --
RCPI".

INVESTORS

The Investors consist of Whitehall, Rockprop, Mr. Rockefeller, Exor and
Troutlet. See "The Parties -- Investors". None of the Investors owns any Shares
and therefore no investor will cast any votes at the Special Meeting. However,
Whitehall and two other investment funds that may be deemed to be controlled by
The Goldman Sachs Group, L.P. own SARs and Warrants representing a 19.9% fully
diluted equity interest in RCPI. However, neither the Warrants nor the SARs
carry any right to vote with the stockholders of RCPI. In addition, for so long
as the Restated Certificate of Incorporation of RCPI restricts any person from
beneficially owning more than 9.8% of the outstanding Shares, the SARs may not
be converted into Warrants if such a conversion were to violate the 9.8% limit.
See "The Parties -- RCPI".

WHITEHALL. Whitehall is a Delaware limited partnership that engages in the
business of investing in debt and equity interests in real estate assets and
businesses. WH Advisors, L.P. V, a Delaware limited partnership ("WH Advisors,
L.P."), acts as the sole general partner of Whitehall, and WH Advisors, Inc. V,
a Delaware corporation ("WH Advisors, Inc."), acts as the sole general partner
of WH Advisors, L.P. Neither WH Advisors, L.P. nor WH Advisors, Inc. engages in
any business other than in connection with its role as a general partner. The
Goldman Sachs Group, L.P., a Delaware limited partnership ("GS Group"), is the
direct beneficial owner of all of the capital stock of WH Advisors, Inc. GS
Group is controlled by its general partners as a group, who have delegated to
its Management Committee the power to act on their behalf with respect to the
management of GS Group. GS Group's principal asset is a 99% partnership interest
in Goldman, Sachs & Co., a New York limited partnership ("Goldman Sachs"), an
investment banking firm and member of the New York Stock Exchange (the "NYSE")
and other national securities exchanges. GS Group and Whitehall may be deemed to
control, and therefore be affiliates of, RCPI for purposes of Rule 13e-3
promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, GS Group and
Whitehall have filed a Rule 13e-3 Transaction Statement on Schedule 13E-3 with
respect to the Merger. See "Available Information".

ROCKPROP. Rockprop is a Delaware limited liability company whose members
are Tishman Speyer Crown Equities, a Delaware general partnership ("TSCE"), TSE
Limited Partnership, an Illinois

2
<PAGE>
limited partnership ("TSELP"), and Rockprop Associates Limited Partnership, a
Delaware limited partnership ("Rockprop L.P."). Rockprop's principal business is
to serve as the holding company for the investment by TSCE, TSELP and Rockprop
L.P. in connection with the Merger Agreement. Jerry I. Speyer is a general
partner of Rockprop L.P. and of one of the general partners of TSCE. Mr. Speyer
is also president and sole shareholder of the general partner of Tishman Speyer
Properties, L.P. ("Tishman Speyer"), a leading property management company.

DAVID ROCKEFELLER. Mr. Rockefeller is an individual who is a resident of
the State of New York and who is the former chairman of The Chase Manhattan
Bank. Mr. Rockefeller was a director of Rockefeller Group, Inc. ("RGI"), and its
predecessors, from November 5, 1951, and Chairman of the Board of Directors of
RGI from March 21, 1982, in each case until October 2, 1995. RGI and a
subsidiary of RGI own the Borrower. Mr. Rockefeller was Chairman of the Board
and Chief Executive Officer of RCPI from July 19, 1985 until June 2, 1992 and a
director of RCPI until April 26, 1993. As permitted by the terms of the Merger
Agreement, Mr. Rockefeller intends, prior to the consummation of the Merger, to
assign his rights and obligations under the Merger Agreement to one of his
controlled affiliates.

EXOR. Exor is a corporation organized under the laws of Luxembourg. The
present principal business activity of Exor is to invest and hold participations
in selected industries through substantial direct or indirect equity
participations in companies that have a leading position in their respective
industries. For purposes of the Exchange Act, Exor is deemed to be controlled by
Istituto Finanziario Industriale S.p.A., a corporation organized under the laws
of Italy ("IFI"). The present principal business activity of IFI is as a holding
company providing financial and organizational assistance to the companies in
which it has a direct or indirect controlling interest. Such companies include
Exor and a wide variety of companies involved in diverse areas of business. For
purposes of the Exchange Act, IFI is deemed to be controlled by Giovanni Agnelli
e C. S.a.a., an Italian limited partnership represented by shares ("GA"). The
present principal business activity of GA is to ensure the cohesion and
continuity of the management of its controlling interest in IFI. For purposes of
the Exchange Act, GA is deemed to be controlled by its General Partners,
Giovanni Agnelli, Umberto Agnelli, Gianluigi Gabetti and Cesare Romiti.

TROUTLET. Troutlet is a British Virgin Islands corporation that is the
holding company for the investment in RCPI by Burtonwood Holdings, Ltd., a
British Virgin Islands corporation that is wholly owned by Stavros S. Niarchos.
As permitted by the terms of the Merger Agreement, Troutlet has designated each
of Gribble Investments (Tortola) BVI, Inc., a British Virgin Islands corporation
("Gribble"), and Weevil Investments (Tortola) BVI, Inc., a British Virgin
Islands corporation ("Weevil"), to fund a portion of Troutlet's funding
commitment under the Merger Agreement. All of the stock of Gribble is owned by
Bontebok Investments (Tortola) BVI, Inc., a British Virgin Islands corporation,
all of whose stock is owned by Philip S. Niarchos. All of the stock of Weevil is
owned by Bunting Investments (Tortola) BVI, Inc., a British Virgin Islands
corporation, all of whose stock is owned by Spyros S. Niarchos. Philip S.
Niarchos and Spyros S. Niarchos are adult children of Stavros S. Niarchos. See
"Special Factors -- Background of the Merger" and "The Merger -- Source and
Amount of Funds".

HOLDINGS

Holdings is a Delaware corporation recently organized by the Investors for
the purpose of effecting the Merger (as defined below). It has no material
assets and has not engaged in any activities except in connection with the
Merger. Immediately prior to the consummation of the Merger, Whitehall, Exor,
Gribble, Weevil, Troutlet, the affiliate of Mr. Rockefeller and Rockprop will
respectively own 50.0%, 20.5%, 8.0%, 8.0%, 4.5%, 4.5% and 4.5% of the issued and
outstanding shares of capital stock of Holdings. See "The Parties -- Holdings".

THE MERGER

Upon the terms and subject to the conditions of the Merger Agreement,
Holdings will be merged with and into RCPI (the "Merger") and will cease to
exist. RCPI will be the surviving corporation in the Merger (the "Surviving
Corporation"), thus becoming wholly owned by the Investors and their designees.
If the Merger is consummated, each Share outstanding immediately prior to the
Merger,

3
<PAGE>
other than the Excluded Shares referred to below, will be canceled and
automatically converted into the right to receive $8.00 per Share net to the
holder in cash (the "Merger Consideration"), without interest. "Excluded Shares"
means (i) Shares held by RCPI or any of its subsidiaries as treasury shares, if
any, (ii) Shares held by Holdings or any of its subsidiaries, if any, and (iii)
Shares that are held by stockholders who have not voted in favor of the Merger
or consented thereto in writing and who have properly demanded in writing
appraisal of such Shares in accordance with Section 262 of the Delaware General
Corporation Law (the "DGCL"). See "The Merger -- The Merger Agreement -- General
Terms of the Merger".

EFFECTIVE TIME OF THE MERGER

As promptly as practicable after the approval of the Merger Agreement and
the satisfaction or waiver of the other conditions to consummation of the
Merger, the parties will file the Merger Agreement or a Certificate of Merger
with the Secretary of State of the State of Delaware. The Merger will become
effective at the time when such filing is made or at such later time as may be
specified in the Certificate of Merger (the "Effective Time").

EXCHANGE OF SHARES

As soon as reasonably practicable after the Effective Time, the Exchange
Agent will mail to each record holder of a certificate that immediately prior to
the Effective Time represented outstanding Shares, other than Excluded Shares
(the "Certificates"), a form of letter of transmittal and instructions for use
in effecting the surrender of Certificates for payment therefor. STOCKHOLDERS
SHOULD NOT SURRENDER THEIR CERTIFICATES ALONG WITH THEIR PROXY CARDS FOR THE
SPECIAL MEETING. Upon surrender to the Exchange Agent of a Certificate, together
with such letter of transmittal, duly executed, and any other required
documents, and upon acceptance thereof by the Exchange Agent, the holder of such
Certificate will be entitled to receive in exchange therefor cash in an amount
equal to the product of the number of Shares represented by such Certificate
multiplied by $8.00 less any withholding taxes, and such Certificate will then
be canceled. No interest will be required to be paid or accrued on the cash
payable upon the surrender of the Certificate. See "The Merger -- The Merger
Agreement -- Exchange of Shares".

BACKGROUND OF THE MERGER

For a discussion of events leading to the execution of the Merger Agreement,
see "Special Factors -- Background of the Merger".

RECOMMENDATION OF THE BOARD; FAIRNESS OF THE MERGER

On November 7, 1995, the Board of Directors of RCPI (the "Board")
unanimously approved the Merger Agreement, determined that the Merger Agreement
is fair to and in the best interests of RCPI and its stockholders and
recommended that all stockholders of RCPI approve and adopt the Merger
Agreement. ACCORDINGLY, THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS
OF RCPI VOTE FOR APPROVAL AND ADOPTION OF THE MERGER AGREEMENT. The Board
determined that in light of the totality of the factors described in detail
under "Special Factors -- Fairness of the Merger", including the premium over
the unaffected market price represented by the $8.00 Merger Consideration, the
substantial risk that the consummation of other proposals might not occur or
might be significantly delayed and the substantial risks to RCPI and its
stockholders if RCPI were to file for bankruptcy protection, the Merger
Agreement is fair to and in the best interests of RCPI and its stockholders. The
Board recognized that the completion of the Merger would result in the former
stockholders of RCPI no longer being able to participate in any potential
increase in the value of RCPI or the Property. The Board entered into a separate
rights offering agreement to provide RCPI with a pre-negotiated means for RCPI
to raise the funds it would require to acquire the Property and service its
obligations should the RCPI stockholders not follow the Board's unanimous
recommendation to approve the Merger Agreement.

OPINION OF PAINEWEBBER

On November 7, 1995, PaineWebber Incorporated ("PaineWebber") delivered its
oral opinion to the Board to the effect that, as of such date, the $8.00 per
Share in cash to be received by the holders of Shares pursuant to the Merger
Agreement was fair, from a financial point of view, to RCPI's stockholders.
PaineWebber has subsequently confirmed such opinion by delivery of its written
opinion dated as of the date of this Proxy Statement. See Annex C for the full
text of the written opinion of

4
<PAGE>
PaineWebber. PaineWebber's opinion is directed to the Board and does not
constitute a recommendation to any stockholder of RCPI as to how such
stockholder should vote with respect to the Merger. For a description of such
written opinion, including the procedures followed, the matters considered and
the assumptions made by PaineWebber in arriving at its opinion, see "Special
Factors -- Background of the Merger" and "Special Factors -- Opinion of
PaineWebber".

CERTAIN EFFECTS OF THE MERGER

As a result of the Merger, RCPI's current stockholders will receive $8.00 in
cash for each of the Shares they hold, which amount will not be reduced by any
expenses or liabilities incurred by RCPI. In addition, as a result of the
Merger, stockholders of RCPI will not have an opportunity to continue their
equity interest in RCPI as an ongoing concern and therefore will not share in
the future earnings and potential growth of RCPI or the Property, if any. See
"Special Factors -- Certain Effects of the Merger".

CONDITIONS TO THE MERGER

The Merger will occur only if the Merger Agreement is approved and adopted
at the Special Meeting by the affirmative vote of the holders of a majority of
the Shares, in accordance with Section 251 of the DGCL. The respective
obligations of Holdings and the Investors, on the one hand, and RCPI, on the
other, to consummate the transactions contemplated by the Merger Agreement are
subject to the satisfaction of certain conditions specified in the Merger
Agreement. In addition, the obligations of Holdings and the Investors to
consummate the transactions contemplated by the Merger Agreement are subject to
the satisfaction of certain conditions, including:

(i) the absence of any material adverse change since December 31, 1994
in the financial condition of RCPI or the financial or physical condition of
the Property, provided that changes in the financial condition of RCPI will
not be considered material to the extent the changes are attributable to (A)
the initiation of certain litigation (including enumerated pending,
threatened or potential litigation, certain other litigation that would not
have a material adverse effect on RCPI, and certain ordinary course
litigation arising after the execution of the Merger Agreement that will not
result in an uninsured material recovery), (B) any acceleration or attempted
acceleration of indebtedness of RCPI (or any attempt to exercise any rights
consequent thereto) as a result of any of the transactions contemplated by
the Merger Agreement or (C) any event or condition the occurrence of which
is reasonably foreseeable based on the disclosures made in RCPI's Annual
Report on Form 10-K for the year ended December 31, 1994 or its quarterly
reports on Form 10-Q for the quarters ended March 31, 1995 and June 30, 1995
(other than filing for relief under the Bankruptcy Code by RCPI, unless such
filing is made with the consent of Holdings);

(ii) the absence of any outstanding debt or other liabilities of RCPI or
its subsidiaries other than (A) debt and other liabilities specified on
Schedule B to the Merger Agreement in an aggregate amount up to $835.16
million, together with any accrued but unpaid interest thereon accruing
after December 31, 1995, (B) up to $12 million borrowed from Goldman Sachs
Mortgage Company ("GSMC") after December 31, 1995 to pay certain permitted
expenses, (C) certain litigation (including enumerated pending, threatened
or potential litigation, certain other litigation that would not have a
material adverse effect on RCPI and its subsidiaries, and certain ordinary
course litigation arising after the execution of the Merger Agreement that
will not result in an uninsured material recovery), and (D) other DE MINIMIS
liabilities;

(iii) Holdings's reasonable satisfaction with the form and substance of
the Chapter 11 Plan referred to below, which shall provide (A) for the
transfer of the Property (and related real and personal property (including
leasehold interests) owned by the Borrower) to RCPI following the Merger or
its designee and (B) that the maximum amount to be provided or assumed by
RCPI to be used to fund liabilities of the Borrower or its estate shall not
exceed (1) $20 million (exclusive of permitted debtor-in-possession
financing) of liabilities of the types specified in the Merger Agreement and
(2) all unpaid allowed ordinary course administrative operating expense
claims of the types specified in the Chapter 11 Plan, subject to the right
to object to such claims as provided for under the Chapter 11 Plan;

5
<PAGE>
(iv) the absence of (A) certain violations of law relating to the
Property, (B) structural defects in the Property that would require the
expenditure of more than $25 million to cure, repair or replace, (C) except
for certain permitted liens, defects of title to the Property and (D)
violations by the Borrower under the Mortgage Note (other than defaults in
the payment of principal or interest thereunder) that would have a material
adverse effect on the physical or financial condition of the Property;

(v) the absence of certain environmental conditions relating to the
Property, the compliance with all applicable environmental laws and the
receipt of all required environmental permits and compliance therewith;

(vi) Holdings and each Investor being reasonably satisfied that,
immediately after the Effective Time, the Property (and related real and
personal property (including leasehold interests) owned by the Borrower)
will be conveyed to RCPI following the Merger or its designee pursuant to
the Chapter 11 Plan referred to below; and

(vii) the satisfaction of the conditions to the occurrence of the
effective date of the Chapter 11 Plan.

See "The Merger -- The Merger Agreement -- Conditions to the Merger".

GSMC LOANS

Concurrently with the execution of the Merger Agreement, GSMC agreed to
supplement the Loan Agreement dated as of December 18, 1994 (the "GSMC Loan
Agreement") among RCPI, the lenders party thereto and GSMC, as agent and lender,
to permit RCPI to borrow additional amounts of up to $45 million (plus, if the
Merger is not consummated by March 31, 1996, an additional $3 million) to pay
certain permitted expenses. By January 31, 1996, RCPI had borrowed $39 million
of such amounts. Such loans bear interest at an annual rate of 10% (compounded
quarterly), will mature on December 31, 2000 and have such other terms as are
described under "The Merger -- The Merger Agreement -- GSMC Loans". The interest
rate for the amounts lent pursuant to the supplement to the GSMC Loan Agreement
will revert to the same interest rate provided for under the original GSMC Loan
Agreement if such amounts have not been repaid by the earlier of April 30, 1996
and the termination of the Merger Agreement in certain circumstances.

BORROWER'S CHAPTER 11 CASE

On May 11, 1995 (the "Petition Date"), RCP and RCPA filed voluntary
petitions under Chapter 11 of the Bankruptcy Code (collectively, the "Chapter 11
Case"). On September 12, 1995, in a proceeding held in the Bankruptcy Court, the
Borrower stated that it was willing to work with RCPI toward a reorganization
plan under Chapter 11 (the "Chapter 11 Plan") that would provide for RCPI to
take title to the Property. Thereafter, RCPI began negotiations with the
Borrower to develop the Chapter 11 Plan. Since November 7, 1995, the date on
which the Merger Agreement was executed, the Investors have also been
negotiating directly with the Borrower and RGI, the owner of a 100% interest in
the Borrower.

An amended Chapter 11 Plan and an amended disclosure statement were filed by
the Borrower and RGI on December 12, 1995. The Chapter 11 Plan and disclosure
statement may be amended in the future to take into account the results of
negotiations between the Investors, RCPI, RGI and the Borrower after December
12, 1995 relating to the Chapter 11 Plan and the transfer of ownership of the
Property. In addition, the Bankruptcy Court, after several postponements, has
fixed February , 1996 as the date for a hearing to consider the adequacy of
the disclosure statement. It is anticipated that the Chapter 11 Plan will be
confirmed by the end of March 1996, which will permit an orderly transition of
the ownership of the Property by April 30, 1996, as required by the Merger
Agreement. See "Special Factors -- Borrower's Chapter 11 Case".

ACCOUNTING TREATMENT

The Merger will be accounted for using the purchase method of accounting for
business combinations; accordingly, the purchase price will be allocated to
RCPI's underlying net assets in proportion to their respective fair values.

6
<PAGE>

INTEREST OF CERTAIN PERSONS IN THE MERGER
DIRECTORS AND OFFICERS

In considering the recommendation of the Board with respect to the Merger,
stockholders should be aware that certain members of management and the Board at
the time of approval of the Merger Agreement had certain interests that may
present them with potential conflicts of interest in connection with the Merger.

Upon consummation of the Merger, the Company's executive officers and
directors will receive, in the aggregate, $87,456 ($8.00 for each of 10,932
Shares) in Merger Consideration.

Directors' and officers' indemnification and insurance policies will be in
effect for six years from the Effective Time with respect to matters occurring
before the Effective Time, provided that, in the case of insurance, such
insurance is available on commercially reasonable terms.

RCPI entered into employment agreements with Richard M. Scarlata, President
and Chief Executive Officer, Stephanie Leggett Young, Vice President and
Secretary, and Janet P. King, Vice President and Treasurer, on May 5, 1995 and
with Stevan A. Sandberg, Executive Vice President, on October 2, 1995. These
executive officers of RCPI, none of whom is a director of RCPI, will be entitled
to certain payments and benefits if the Merger is approved by the stockholders
of RCPI.

On November 28, 1995, the Board agreed to pay Dr. Peter D. Linneman,
Chairman of the Board of RCPI, a bonus of $200,000 upon consummation of the
Merger or a similar transaction that results in receipt by RCPI's stockholders
of consideration at least equal in value to the Merger Consideration, in
recognition of the substantial services he performed for RCPI in connection with
the transactions considered by the Board in 1995, including the Merger
Agreement.

Each of the indemnification, insurance, employment, severance and change of
control and bonus arrangements grants rights to the relevant directors and
officers of RCPI that are in addition to the rights they enjoy solely in their
capacity as stockholders. Therefore, such officers and directors have interests
in these arrangements that potentially conflict with those of RCPI and its other
stockholders. See "Special Factors -- Interest of Certain Persons in the
Merger".

AFFILIATES

As a result of their investment in RCPI through the Goldman Sachs Financing
(as defined below), GS Group and Whitehall may have interests that conflict with
those of the stockholders of RCPI. GS Group and Whitehall believe that, by
acquiring the entire equity interest in RCPI (with the other Investors) through
the Merger, they will be better able to protect such investment. In addition,
Whitehall and GS Group seek to acquire RCPI because they believe that they can
more effectively and efficiently manage the Property as a privately held
company. See "Special Factors -- Reasons for the Transaction". Daniel M.
Neidich, a general partner of GS Group, was a director of RCPI from December 29,
1994 until August 8, 1995. Mr. Neidich received directors' fees of $21,500 and
was the beneficiary of directors' and officers' indemnification and insurance
policies during such period.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

The receipt of cash by the holders of Shares pursuant to the Merger will be
a taxable transaction for federal income tax purposes and generally will also be
a taxable transaction under applicable state, local, foreign or other tax laws.
All stockholders should consult their own tax advisors as to the particular tax
consequences of the Merger to them, including the applicability and effect of
the alternative minimum tax and of any state, local and foreign laws. See
"Certain United States Federal Income Tax Consequences of the Merger".

TERMINATION; FEES AND EXPENSES

The Merger Agreement provides that it may be terminated and the Merger
abandoned at any time prior to the Effective Time, whether before or after
approval by the stockholders of RCPI, under certain circumstances described in
this Proxy Statement. See "The Merger -- The Merger Agreement -- Termination;
Fees and Expenses".

7
<PAGE>
The Merger Agreement generally provides that RCPI will pay Holdings $6.5
million (including any amounts paid Holdings described in the following
sentence) if the Merger Agreement is terminated due to certain events described
in this Proxy Statement and RCPI consummates an Alternate Transaction (as
defined in the Merger Agreement) within 30 months after the date on which the
Merger Agreement is terminated. In any event, RCPI will pay to Holdings $2.925
million if the Merger Agreement is terminated due to the RCPI stockholders'
failure to approve and adopt the Merger Agreement. See "The Merger -- The Merger
Agreement -- Termination; Fees and Expenses".

If the Merger Agreement is terminated for any reason (other than as a result
of a material breach of any representation, warranty, covenant or agreement on
the part of Holdings, GSMC or any Investor), RCPI will reimburse Holdings for
expenses of up to $2.5 million incurred by Holdings and the Investors in
connection with the preparation, execution and performance of the Merger
Agreement and the transactions contemplated thereby, including fees and expenses
of counsel. See "The Merger -- The Merger Agreement -- Termination; Fees and
Expenses".

SOURCE AND AMOUNT OF FUNDS

The total amount of funds required by Holdings to acquire the Shares
pursuant to the Merger is estimated to be $306.09 million. Of such amount,
Whitehall, Rockprop, Mr. Rockefeller, Exor and Troutlet have committed to fund
$134.03 million, $15.64 million, $15.64 million, $70.39 million and $70.39
million, respectively. As permitted by the Merger Agreement, Mr. Rockefeller
intends, prior to the consummation of the Merger, to assign his rights and
obligations under the Merger Agreement to one of his controlled affiliates.
Additionally, as permitted by the Merger Agreement, Troutlet has designated each
of Gribble and Weevil to contribute $27.37 million of the $70.39 million that
Troutlet has committed to contribute. The funds to be used by Whitehall to meet
its funding commitments are expected to come from capital contributions from the
partners in Whitehall. The funds to be used by Rockprop to meet its funding
commitments are expected to come from capital contributions or loans from the
members of Rockprop. The funds to be used by the affiliate of Mr. Rockefeller to
meet its funding commitments are expected to come from capital contributions of
its equity holders. The funds to be used by Troutlet to meet its funding
commitments are expected to come from capital contributions by its stockholders
and from Gribble and Weevil. The funds to be used by Gribble and Weevil are
expected to come from capital contributions by their respective stockholders.
The funds to be used by Exor to meet its funding commitments are expected to
come from currently available working capital of Exor.

RIGHTS OF DISSENTING STOCKHOLDERS

STOCKHOLDERS ARE ENTITLED TO APPRAISAL RIGHTS IN CONNECTION WITH THE MERGER
UNDER SECTION 262 OF THE DGCL. IN ORDER TO EXERCISE APPRAISAL RIGHTS PURSUANT TO
SECTION 262 OF THE DGCL, STOCKHOLDERS MUST COMPLY WITH ALL THE PROCEDURAL
REQUIREMENTS OF SUCH SECTION. FAILURE TO SATISFY ANY OF THE REQUIREMENTS UNDER
SECTION 262 OF THE DGCL MAY RESULT IN TERMINATION OR WAIVER OF SUCH RIGHTS.
STOCKHOLDERS INTENDING TO EXERCISE SUCH RIGHTS ARE ADVISED TO ACT IMMEDIATELY.

Under Section 262 of the DGCL, absent an agreement between RCPI and its
stockholders as to "fair value", such "fair value" will be determined in
judicial proceedings, the result of which cannot be predicted. Section 262 of
the DGCL is set forth in full in Annex D hereto. See "Rights of Dissenting
Stockholders".

A stockholder who signs and returns a proxy without expressly directing by
checking the applicable boxes on the reverse side of the proxy card enclosed
herewith that his or her Shares be voted against the adoption and approval of
the Merger Agreement or that an abstention be registered with respect to his or
her Shares in connection with the adoption and approval of the Merger Agreement
will have thereby effectively waived his or her appraisal rights because, in the
absence of express contrary instructions, such Shares will be voted in favor of
adoption and approval of the Merger Agreement.

8
<PAGE>
RIGHTS OFFERING AGREEMENT

At the time of the execution of the Merger Agreement, RCPI entered into an
agreement (the "Rights Offering Agreement") with Goldman Sachs and Whitehall
setting forth the agreement of the parties with respect to the matters discussed
below.

The Rights Offering Agreement provides that, in the event the stockholders
of RCPI fail to approve the Merger Agreement at the Special Meeting, RCPI will
have the right, within 30 days after the Special Meeting, to conduct a $200
million publicly registered rights offering (the "Rights Offering") at a price
set by the Board, but in no event less than $6.00 per Share. The rights offered
in the Rights Offering would be freely transferable and participants in the
Rights Offering would be offered the right to oversubscribe. In addition, the
parties have agreed that appropriate measures would be taken to ensure, to the
extent practicable, compliance with the provision in RCPI's Restated Certificate
of Incorporation that voids any transfer of shares of Common Stock (and other
securities convertible into such shares) to any person if such transfer would
cause such person to beneficially own more than 9.8% of the outstanding shares
of Common Stock (the "Limit"). Any election by RCPI to proceed with the Rights
Offering would not require prior approval of the RCPI stockholders. The Rights
Offering Agreement also provides that Goldman Sachs would have the opportunity,
but not the obligation, to underwrite and lead manage the Rights Offering on
customary terms and that PaineWebber would have the opportunity, but not the
obligation, to co-underwrite up to 50% of the Rights Offering on the same terms
(proportionate to its participation). The Rights Offering Agreement also
provides that, in conjunction with the Rights Offering, the Board would be
reconstituted (without a stockholder vote) to include two of the current
directors, one director designated by Goldman Sachs pursuant to a December 1994
agreement with RCPI, Mr. Speyer and an independent director selected by
Whitehall from a list of three potential directors nominated by the current
directors.

The Rights Offering Agreement also provides that, if the Rights Offering
were consummated, the holders of the Warrants and the SARs would be entitled to
additional Warrants and SARs in order to maintain their 19.9% fully diluted
equity ownership position in RCPI and Whitehall would receive additional
three-year rights to purchase Common Stock, exercisable at the rights offering
price plus $1.00 for two years and at the rights offering price plus $1.50 for
the third year. Assuming the Rights Offering were fully subscribed, the rights
offering price were $6.00 per Share and no additional shares of Common Stock (or
rights to purchase Common Stock) were issued by RCPI, the holders of the
Warrants, SARs and additional rights would be entitled, upon full exercise
thereof, to 24.9% of the equity of RCPI. However, as a result of the Limit, the
Whitehall Group would not be able to hold Warrants, additional rights and Shares
equalling more than 9.8% of the outstanding Shares at any time; therefore, any
other equity-related holdings by the Whitehall Group would have to be in the
form of SARs (whose conversion into Warrants is subject to compliance with the
Limit) or some other form of security that would give the Whitehall Group the
economic equivalent of a Share but would not give the Whitehall Group the right
generally to vote. In the Rights Offering Agreement, the parties have also
agreed that the proceeds of the Rights Offering would be used to redeem the
floating rate notes due 2000 issued to GSMC under the GSMC Loan Agreement; in
addition, if the Rights Offering was consummated and all of the Shares offered
were subscribed for, the covenants governing the 14% Debentures due 2007 issued
to Whitehall would be amended to allow RCPI to, among other things, issue an
additional amount of senior debt and unsecured debt, relax the limitation on
incurring debt to acquire assets, eliminate the limitations on transactions with
affiliates, permit RCPI to enter into a credit lease financing arrangement
relating to a lease from, or guaranteed by, General Electric Company, and
eliminate the restrictions on RCPI incurring operating lease obligations. The
parties have also agreed that, in connection with the Rights Offering, certain
changes would be made in the terms of the Warrants and SARs, including the
elimination of the existing requirement for consent of the holders thereof to
issuances of Common Stock for cash or property at a price less than the "fair
market value of the Common Stock". Pursuant to the Rights Offering Agreement,
the parties have agreed that Tishman Speyer would become the property manager if
the Rights Offering is fully subscribed. See "The Merger -- The Rights Offering
Agreement -- Debt Restructuring" and "The Merger -- The Rights Offering
Agreement -- Changes in the Warrants and SARs".

9
<PAGE>

The purpose of the Rights Offering Agreement is to provide RCPI with a
pre-negotiated means to raise the funds it would require to be able to acquire
the Property and service its obligations in the event the RCPI stockholders do
not follow the unanimous recommendation of the Board that they approve the
Merger Agreement. No decision has been made by the Board as to whether this
option will be exercised if the RCPI stockholders do not approve the Merger
Agreement; such a decision would be made in the light of the circumstances
obtaining at the time of any failure to approve the Merger Agreement, including
any alternatives that may then be available to RCPI.

MARKET PRICES AND DIVIDENDS ON RCPI COMMON STOCK

The Common Stock is listed on the NYSE under the symbol "RCP". As of the
close of business on February 8, 1996, there were 38,260,704 Shares outstanding,
held of record by holders. The following table sets forth the high and
low per-share sales prices of Common Stock as reported on the NYSE Composite
Tape for the periods indicated and the cash dividends per Share declared by RCPI
for each of such periods.

1994:
1st Quarter......................................................................... 8 3/8 5 1/2 .175
2nd Quarter......................................................................... 5 7/8 5 1/8 .175
3rd Quarter......................................................................... 6 5 1/8 .15
4th Quarter......................................................................... 5 3/4 3 3/4 .15

1995:
1st Quarter......................................................................... 6 7/8 5 .15
2nd Quarter......................................................................... 6 5/8 4 1/8 .00
3rd Quarter......................................................................... 8 1/8 4 5/8 .00
4th Quarter......................................................................... 8 3/8 7 1/8 .00

1996:
1st Quarter (through February 1, 1996).............................................. 7 7/8 7 1/2 .00
</TABLE>

On August 1, 1995, the last trading day prior to the publication of a
newspaper article stating that The Walt Disney Company and an unnamed investment
partner were bidding against several other companies for the Property, the
closing sale price per Share on the NYSE Composite Tape was $5 1/4. On November
6, 1995, the last trading day prior to the date the execution of the Merger
Agreement was announced, the closing sale price per Share on the NYSE Composite
Tape was $7 1/2. On February 8, 1996, the last trading day prior to the printing
of this Proxy Statement for which quotations were available, the closing price
per Share on the NYSE Composite Tape was $ . STOCKHOLDERS ARE URGED TO OBTAIN
A CURRENT MARKET QUOTATION FOR THEIR SHARES.

In order to maintain its qualification as a REIT under the Internal Revenue
Code, RCPI is obligated to distribute to its stockholders at least 95% of its
annual taxable income. Historically, RCPI has distributed to its stockholders
substantially all of its annual cash flow in excess of interest and operating
expenses, reserves and investments. On June 6, 1995, RCPI announced that it
would suspend its quarterly dividend of $.15 per Share for the quarter ended
June 30, 1995, primarily because of the interruption in payments on the Mortgage
Note and uncertainties resulting from the Borrower's Chapter 11 Case. RCPI has
not paid any dividend since the first quarter of 1995 and does not anticipate
that it will pay any dividends on the Common Stock during the next year and, in
any event, until the later of the termination of the Merger Agreement and the
completion of the Borrower's bankruptcy case. In addition, the Merger Agreement
prohibits RCPI from paying dividends on the Common Stock unless and to the
extent required to meet qualification rules for a REIT under the Internal
Revenue Code.

10
<PAGE>
SUMMARY FINANCIAL DATA OF RCPI

<TABLE>
<CAPTION>
NINE MONTHS
ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
---------------------------------------------------------- -------------
1990 1991 1992 1993 1994 1994
---------- ---------- ---------- ---------- ---------- -------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
(UNAUDITED)
STATEMENT OF OPERATIONS DATA:
Revenues (1)............................ $ 123,513 $ 123,182 $ 122,414 $ 113,560 $ 109,285 $ 81,949
---------- ---------- ---------- ---------- ---------- -------------
Interest expense........................ 82,024 80,784 80,799 78,343 77,501 61,301
General and administrative.............. 2,990 3,349 4,299 3,728 4,170 3,611
Amortization of deferred debt issuance
and letter of intent costs (2)......... 800 760 705 705 705 529
Cost of evaluating alternative
financings............................. -- -- -- -- 1,942 --
Stock appreciation rights liability
(3).................................... -- -- -- -- -- --
Effects of the execution and delivery of
the Merger Agreement (2)............... -- -- -- -- -- --
---------- ---------- ---------- ---------- ---------- -------------
85,814 84,893 85,803 82,776 84,318 65,441
Income (loss) before non-recurring
income and extraordinary item.......... 37,699 38,289 36,611 30,784 24,967 16,508
---------- ---------- ---------- ---------- ---------- -------------
Non-recurring income (gain on sales of
portfolio securities).................. -- -- -- 8,593 31 31
---------- ---------- ---------- ---------- ---------- -------------
Extraordinary (loss) gain on debt
extinguishment......................... (360) 38 2,537 (3,451) (9,855) --
---------- ---------- ---------- ---------- ---------- -------------
Net income (loss)....................... $ 37,339 $ 38,327 $ 39,148 $ 35,926 $ 15,143 $ 16,539
---------- ---------- ---------- ---------- ---------- -------------
---------- ---------- ---------- ---------- ---------- -------------
Income (loss) per share before
extraordinary item..................... $ 1.01 $ 1.02 $ 0.97 $ 1.05 $ 0.66 $ 0.43
---------- ---------- ---------- ---------- ---------- -------------
---------- ---------- ---------- ---------- ---------- -------------
Net income (loss) per share............. $ 1.00 $ 1.02 $ 1.04 $ 0.96 $ 0.40 $ 0.43
---------- ---------- ---------- ---------- ---------- -------------
---------- ---------- ---------- ---------- ---------- -------------
BALANCE SHEET DATA (AT END OF PERIOD):
Total assets (1)(2)..................... $1,460,617 $1,450,103 $1,432,210 $1,317,509 $1,319,995 $1,324,343
Total debt.............................. 859,462 876,959 879,284 756,936 760,394 740,194
Total liabilities....................... 880,831 904,009 910,360 792,344 802,528 801,769
Total stockholders' equity.............. 579,786 546,094 521,850 525,165 517,467 522,574
OTHER FINANCIAL DATA:
Ratio of earnings to fixed charges
(4).................................... 1.46X 1.47X 1.45X 1.50X 1.32X 1.27X
Net cash provided by (used in) operating
activities............................. $ 56,356 $ 57,909 $ 62,735 $ 58,231 $ 57,198 $ 38,359
Net cash provided by investing
activities............................. 23,162 17,200 23,560 126,668 14,331 14,331
Dividends paid.......................... 70,894 72,019 63,392 37,697 24,869 19,130(5)
Dividends paid per share................ 1.89 1.92 1.69 1.00 0.65 .50(5)
Portion of dividends representing a
return of capital (6).................. 46.7% 46.8% 38.2% 7.4% 39.4%
Book value per share.................... $ 15.46 $ 14.56 $ 13.91 $ 13.73 $ 13.52 $ 13.65
Repurchase of convertible debentures
(7).................................... 23,845 10,000 30,410 -- -- --

1995
-------------

<S> <C>

STATEMENT OF OPERATIONS DATA:
Revenues (1)............................ $ 21,342
-------------
Interest expense........................ 64,275
General and administrative.............. 6,112
Amortization of deferred debt issuance
and letter of intent costs (2)......... 8,116
Cost of evaluating alternative
financings............................. --
Stock appreciation rights liability
(3).................................... 10,050
Effects of the execution and delivery of
the Merger Agreement (2)............... 99,163
-------------
187,716
Income (loss) before non-recurring
income and extraordinary item.......... (166,374)
-------------
Non-recurring income (gain on sales of
portfolio securities).................. --
-------------
Extraordinary (loss) gain on debt
extinguishment......................... --
-------------
Net income (loss)....................... $ (166,374)
-------------
-------------
Income (loss) per share before
extraordinary item..................... $ (4.35)
-------------
-------------
Net income (loss) per share............. $ (4.35)
-------------
-------------
BALANCE SHEET DATA (AT END OF PERIOD):
Total assets (1)(2)..................... $ 1,206,347
Total debt.............................. 761,820
Total liabilities....................... 860,993
Total stockholders' equity.............. 345,354
OTHER FINANCIAL DATA:
Ratio of earnings to fixed charges
(4).................................... --
Net cash provided by (used in) operating
activities............................. $ (2,387)
Net cash provided by investing
activities............................. 50,000
Dividends paid.......................... 5,739
Dividends paid per share................ .15
Portion of dividends representing a
return of capital (6)..................
Book value per share.................... $ 9.03
Repurchase of convertible debentures
(7).................................... --
</TABLE>

(FOOTNOTES ON FOLLOWING PAGE)

11
<PAGE>
- ------------------------
(1) On May 11, 1995, the Borrower filed for protection under Chapter 11 of the
Bankruptcy Code. RCPI's only significant source of income is interest
received on the Mortgage Note from the Borrower.

Due to the significant uncertainties created by the Borrower's Chapter 11
Case, RCPI has limited recognition of income on the Mortgage Note for the
nine months ended September 30, 1995 to the cash actually received from the
Borrower during this period. In the second quarter of 1995, RCPI drew down
$50 million under letters of credit supporting the Borrower's obligations
under the Mortgage Note and reduced the carrying value of the Mortgage Note
to $1,250,000,000.

(2) RCPI has reflected at September 30, 1995 a valuation reserve, totaling
$74,000,000, to reduce the carrying value of its Mortgage Note to reflect
the economics of the transactions contemplated by the Merger Agreement. In
addition, RCPI has recorded certain deal expenses and transaction costs
aggregating $25,200,000, as well as recognizing as expense certain deferred
debt issuance and letter of intent costs totaling $4,400,000.

(3) Due to the increase in the market price of RCPI's stock during the nine
months ended September 30, 1995, RCPI was required to increase its liability
for the SARs issued in December 1994 and record a current noncash charge to
earnings of $10,050,000 in the first nine months of 1995.

(4) For the nine months ended September 30, 1995, earnings were inadequate to
cover fixed charges by $166,374,000 due to RCPI's net loss for this period.
The loss was due primarily to the Borrower's failure to pay interest on the
Mortgage Note after commencement of the Borrower's Chapter 11 Case (see (1)
above).

(5) Amount includes dividends of $5,739,000 declared during the third quarter of
1994 but paid during the fourth quarter of 1994. Due to the significant
uncertainties created by the Borrower's Chapter 11 Case, the Board has not
declared a dividend since the first quarter of 1995. Moreover, since
November 7, 1995, the Merger Agreement has effectively prohibited the
payment of dividends on the Common Stock unless and to the extent required
to meet qualification rules for a REIT under the Internal Revenue Code.

(6) The portion of dividends representing a return of capital has not been
calculated for interim periods.

(7) As of September 30, 1995, the aggregate face value of the Current Coupon
Convertible Debentures and Zero Coupon Convertible Debentures repurchased
since 1987 was $487,895,000.

12
<PAGE>
SUMMARY FINANCIAL DATA OF THE PROPERTY
<TABLE>
<CAPTION>
NINE
MONTHS
ENDED
SEPTEMBER
YEARS ENDED DECEMBER 31, 30,
---------------------------------------------------------- ----------
1990 1991 1992 1993 1994 1994
---------- ---------- ---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
GROSS REVENUE:
Fixed and percentage rents.................... $ 150,328 $ 152,289 $ 150,197 $ 148,960 $ 156,314 $ 114,207
Operating and real estate tax escalation...... 51,926 57,224 57,029 55,643 42,201 36,724
Consideration revenues........................ 3,630 984 3,295 3,227 3,443 3,157
Sales and service revenues.................... 19,932 19,700 18,479 18,767 18,893 14,625
---------- ---------- ---------- ---------- ---------- ----------
225,816 230,197 229,000 226,597 220,851 168,713
---------- ---------- ---------- ---------- ---------- ----------
OPERATING EXPENSES:
Real estate taxes............................. 37,922 42,725 44,481 44,336 40,884 30,953
Real estate tax refund........................ -- -- -- -- -- --
Utilities..................................... 15,288 16,092 16,360 16,553 16,386 12,842
Maintenance and engineering................... 28,907 30,037 30,509 33,657 32,062 24,112
Other operating expenses...................... 40,677 40,927 40,792 40,639 39,839 30,070
Depreciation and amortization................. 14,008 17,137 19,834 21,821 25,761 17,615
Management fee................................ 2,267 2,402 2,491 2,579 2,636 1,971
General and administrative.................... 4,715 4,285 6,231 5,871 4,322 3,228
---------- ---------- ---------- ---------- ---------- ----------
143,784 153,605 160,698 165,456 161,890 120,791
---------- ---------- ---------- ---------- ---------- ----------
Earnings before interest and reorganization
items........................................ 82,032 76,592 68,302 61,141 58,961 47,922
Interest expense, net (1)..................... 113,835 114,481 114,040 114,599 117,328 87,327
Earnings (loss) before reorganization items... (31,803) (37,889) (45,738) (53,458) (58,367) (39,405)
---------- ---------- ---------- ---------- ---------- ----------
REORGANIZATION ITEMS:
Professional fees and expenses................ -- -- -- -- -- --
Interest income............................... -- -- -- -- -- --
---------- ---------- ---------- ---------- ---------- ----------
Net (loss) income............................. $ (31,803) $ (37,889) $ (45,738) $ (53,458) $ (58,367) $ (39,405)
---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ---------- ----------
BALANCE SHEET DATA (AT END OF PERIOD):
Total assets.................................. $ 702,808 $ 737,527 $ 747,220 $ 774,030 $ 878,320 $ 840,620
Liabilities not subject to compromise (1)..... 1,390,597 1,463,205 1,518,636 1,598,904 1,761,561 1,704,899
Liabilities subject to compromise (1)......... -- -- -- -- -- --
Partners' capital deficiency.................. (687,789) (725,678) (771,416) (824,874) (883,241) (864,279)
OTHER FINANCIAL DATA:
Ratio of earnings to fixed charges (2)........ .72X .67X .60X .53X .50X .55X
Net cash provided by (used in) operating
activities................................... $ 9,167 $ (8,486) $ (18,316) $ (17,723) $ (41,672) $ (17,581)
Net cash used by investing activities......... (48,719) (47,214) (31,275) (43,675) (63,160) (31,273)
Net cash provided by financing activities..... 39,552 55,701 49,591 61,395 104,831 48,853

<CAPTION>
1995 (1)
-----------
<S> <C>
STATEMENT OF OPERATIONS DATA:
GROSS REVENUE:
Fixed and percentage rents.................... $ 132,073
Operating and real estate tax escalation...... 11,509
Consideration revenues........................ 948
Sales and service revenues.................... 12,997
-----------
157,527
-----------
OPERATING EXPENSES:
Real estate taxes............................. 25,703
Real estate tax refund........................ (7,388)
Utilities..................................... 13,207
Maintenance and engineering................... 23,096
Other operating expenses...................... 29,212
Depreciation and amortization................. 20,559
Management fee................................ 2,036
General and administrative.................... 3,708
-----------
110,133
-----------
Earnings before interest and reorganization
items........................................ 47,394
Interest expense, net (1)..................... 45,038
Earnings (loss) before reorganization items... 2,356
-----------
REORGANIZATION ITEMS:
Professional fees and expenses................ 547
Interest income............................... (274)
-----------
Net (loss) income............................. $ 2,083
-----------
-----------
BALANCE SHEET DATA (AT END OF PERIOD):
Total assets.................................. $ 969,135
Liabilities not subject to compromise (1)..... 9,132
Liabilities subject to compromise (1)......... 1,841,161
Partners' capital deficiency.................. (881,158)
OTHER FINANCIAL DATA:
Ratio of earnings to fixed charges (2)........ --
Net cash provided by (used in) operating
activities................................... $ 13,698
Net cash used by investing activities......... (49,591)
Net cash provided by financing activities..... 55,664
</TABLE>

(FOOTNOTES ON FOLLOWING PAGE)

13
<PAGE>
- ------------------------
(1) On May 11, 1995, the partnerships that comprise the Borrower filed for
protection under Chapter 11 of the Bankruptcy Code and discontinued accrual
and payment of interest on the Mortgage Note. The separate Chapter 11 cases
of RCP and RCPA have been assigned case numbers 95 B 42089 and 95 B 42088
(PBA), respectively, have been consolidated for procedural purposes and are
being jointly administered pursuant to an order of the Bankruptcy Court. A
statutory unsecured creditors' committee has been appointed for RCP. In the
second quarter of 1995, RCPI drew down $50 million under letters of credit
supporting the Borrower's obligations under the Mortgage Note. These
payments were accounted for by the Borrower as reductions in the principal
amount of the Mortgage Note.

Subsequent to the Petition Date, the Borrower has continued in possession of
its properties and is operating and managing its business as a
debtor-in-possession pursuant to Sections 1107 and 1108 of the Bankruptcy
Code. The Borrower has sought and obtained orders from the Bankruptcy Court
intended to continue to allow the Borrower to maintain operations and obtain
new business and otherwise minimize the disruption caused by the Chapter 11
Case, including orders: (i) authorizing the Borrower to pay certain
prepetition liabilities, wages and other employee obligations and (ii)
approving the use of cash collateral.

On September 12, 1995, the Borrower reported to the Bankruptcy Court that it
intended to transfer the Property to the mortgage holder, RCPI. The date of
transfer is uncertain at this time.

On October 30, 1995, the Bankruptcy Court approved an $80 million
Debtor-in-Possession Revolving Credit Agreement (the "Facility"), which may
be used to fund tenant improvements, leasing commissions, required capital
expenditures and other permitted working capital needs of the Borrower. The
Facility is secured by a first mortgage on the Property, which is senior to
the mortgages securing the Mortgage Note. The Facility matures on the
earlier of December 31, 1996 and the substantial consummation of a plan of
reorganization for the Borrower.

For financial reporting purposes, the Borrower has applied the provisions of
the American Institute of Certified Public Accountants' Statement of
Position 90-7, "Financial Reporting by Entities in Reorganization Under the
Bankruptcy Code" ("SOP 90-7"), in preparing the unaudited combined financial
statements as of and for the period from May 11, 1995 through September 30,
1995. In accordance with SOP 90-7, those liabilities and obligations whose
disposition is dependent upon the outcome of the Chapter 11 Case have been
segregated and classified as "Liabilities Subject to Compromise" in the
unaudited combined balance sheet at September 30, 1995.

In the opinion of the Borrower, the unaudited combined financial statements
for the current reporting period include all operating adjustments, which
comprise the normal accruals (exclusive of certain effects of bankruptcy)
required to reflect the operations of the Borrower in the ordinary course,
necessary for a fair presentation of the results for the period.

The Bankruptcy Court set September 13, 1995 as the last day for filing
proofs of claim for pre-petition claims. With certain exceptions, creditors
have been barred from filing pre-petition claims subsequent to that date.
The Borrower has received claims involving aggregate amounts substantially
in excess of those recorded at the Petition Date. The Borrower is
reconciling these claims to its records and does not expect that the
resolution of these matters will result in liabilities materially in excess
of those recorded at May 11, 1995.

The financial statements, from which the summary data were derived, have
been prepared on a going concern basis and reflect the combined historical
cost basis of the Borrower in its assets and liabilities. The transfer of
the Property to RCPI is subject to the approval of the Bankruptcy Court. The
transfer of the Property and related release of the Mortgage Note and
cancelation of indebtedness of the Borrower to RCPI and to RGI and its
affiliates, if consummated, will result in substantial noncash gains to the
Borrower. Further, upon consummation of these transactions, either the
Borrower will cease its business activities or control of the Borrower will
vest with

14
<PAGE>
parties other than RGI. The Borrower's financial statements do not include
any adjustments that would be required to reflect the transfer of the
Property to RCPI, the release or cancelation of indebtedness, the wind-down
of the affairs of the Borrower or any change in control that may occur with
respect to the Borrower. In the event that a Chapter 11 Plan is not
consummated and, as a result, the Property is foreclosed upon, other
adjustments would be required. All such adjustments could be material.

Certain items in the 1994 combined financial statements have been
reclassified in the 1995 combined financial statements in accordance with
SOP 90-7.

(2) For purposes of determining the ratio of earnings to fixed charges, earnings
are defined as net income plus fixed charges. Fixed charges consist of
interest expense and amortization of debt issuance cost and mortgage
recording tax cost. Except for the nine months ended September 30, 1995,
earnings were inadequate to cover fixed charges by $31,803,000, $37,889,000,
$45,738,000, $53,458,000, $58,367,000 and $39,405,000 for the years ended
December 31, 1990, 1991, 1992, 1993 and 1994 and for the nine months ended
September 30, 1994, respectively. The inadequacy of coverage is due to high
interest expense and operating losses generated by the Property. Due to the
Borrower's Chapter 11 Case, the Borrower ceased on May 11, 1995 accruing and
paying interest on the Mortgage Note, and thus its ratio of earnings to
fixed charges for the nine months ended September 30, 1995 is not
meaningful.

15
<PAGE>
INTRODUCTION

GENERAL

This Proxy Statement is being furnished to the holders of outstanding shares
(the "Shares"), par value $0.01 per share, of common stock (the "Common Stock")
of Rockefeller Center Properties, Inc., a Delaware corporation ("RCPI"), in
connection with the solicitation of proxies by the Board of Directors of RCPI
(the "Board") from the holders of Shares for use at a Special Meeting to be held
on March 25, 1996 at 9:30 a.m., Eastern Standard Time, in the Auditorium at The
Equitable Center, 787 Seventh Avenue in New York City (including any
adjournments or postponements thereof, the "Special Meeting").

THE SPECIAL MEETING

At the Special Meeting, holders of Shares will be asked to consider and vote
upon a proposal to approve and adopt the Agreement and Plan of Merger dated as
of November 7, 1995 (as amended on February , 1996 and as it may be further
amended from time to time, the "Merger Agreement") among RCPI, Whitehall Street
Real Estate Limited Partnership V ("Whitehall"), Rockprop, L.L.C. ("Rockprop"),
David Rockefeller, Exor Group S.A. ("Exor"), Troutlet Investments Corporation
("Troutlet" and, together with Whitehall, Rockprop, Mr. Rockefeller and Exor,
the "Investors"), RCPI Holdings Inc. ("Holdings") and RCPI Merger Inc. RCPI's
stockholders will also consider any other business that may properly come before
the Special Meeting.

To effect the transactions contemplated by the Merger Agreement, the
Investors have organized Holdings and own all of its outstanding capital stock.
Upon the terms and subject to the conditions of the Merger Agreement, Holdings
will be merged with and into RCPI (the "Merger") and will cease to exist. RCPI
will be the surviving corporation in the Merger (the "Surviving Corporation"),
thus becoming wholly owned by the Investors and their designees. If the Merger
is consummated, each Share outstanding immediately prior to the Merger, other
than the Excluded Shares referred to below, will be canceled and automatically
converted into the right to receive $8.00 per Share net to the holder in cash
(the "Merger Consideration"), without interest. "Excluded Shares" means (i)
Shares held by RCPI or any of its subsidiaries as treasury shares, if any, (ii)
Shares held by Holdings or any of its subsidiaries, if any, and (iii) Shares
held by stockholders who have not voted in favor of the Merger or consented
thereto in writing and who have properly demanded in writing appraisal of such
Shares in accordance with Section 262 of the Delaware General Corporation Law
(the "DGCL").

The complete text of the Merger Agreement is attached to this Proxy
Statement as Annex A and is incorporated herein by reference. For a description
of the terms of the Merger Agreement, see "The Merger -- The Merger Agreement".

THE BOARD HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND DETERMINED THAT
THE MERGER AGREEMENT IS FAIR TO AND IN THE BEST INTERESTS OF RCPI AND ITS
STOCKHOLDERS. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE
STOCKHOLDERS OF RCPI VOTE FOR APPROVAL AND ADOPTION OF THE MERGER AGREEMENT AND
REQUESTS EACH STOCKHOLDER TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED WHITE
PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED, POSTAGE-PAID RETURN ENVELOPE.

VOTING RIGHTS AND PROXY INFORMATION

The close of business on February 8, 1996 (the "Record Date") has been fixed
as the record date for determining holders of Shares entitled to vote at the
Special Meeting. Only holders of Shares on the Record Date will be entitled to
notice of and to vote at the Special Meeting. On the Record Date, RCPI had
38,260,704 Shares outstanding, all of which are entitled to notice of and to
vote at the Special Meeting. At the Record Date, there were stockholders of
record. At the Special Meeting, each holder of record on the Record Date is
entitled to cast one vote per Share held.

RCPI's By-laws require the affirmative vote of the holders of 62.5% of the
outstanding Shares entitled to vote to approve and adopt the Merger Agreement,
unless the holders of 62.5% of the Warrants and SARs referred to below consent
to the consummation of the transactions contemplated by the Merger Agreement.
Whitehall, the holder of more than 97% of the Warrants and SARs, has

16
<PAGE>

consented to the consummation of the transactions contemplated by the Merger
Agreement; accordingly, the affirmative vote of the holders of a majority of the
outstanding Shares entitled to vote thereon is required to approve and adopt the
Merger Agreement. Because Whitehall does not own any Shares and neither the
Warrants nor the SARs carry any right to vote with the stockholders of RCPI,
Whitehall will not cast any votes at the Special Meeting. As a result, the
approval of a majority of unaffiliated stockholders is required to approve the
Merger Agreement. In addition, none of the other Investors owns any Shares and
no Investor will cast any votes at the Special Meeting. The presence in person
or by proxy of the holders of record of a majority of the outstanding Shares is
necessary to constitute a quorum at the Special Meeting.

To RCPI's knowledge after reasonable inquiry, each of RCPI's executive
officers and directors, holding in the aggregate 10,932 Shares (approximately
0.03% of the outstanding Shares), currently intends to vote all Shares held of
record or beneficially owned by such person for approval and adoption of the
Merger Agreement. See "Ownership of Common Stock". Except for the recommendation
of the Board contained in this Proxy Statement, to RCPI's knowledge after
reasonable inquiry, no executive officer or director of RCPI has made a
recommendation to stockholders of RCPI in support of or in opposition to the
approval and adoption of the Merger Agreement.

Each proxy duly executed and returned by a stockholder, and not properly
revoked,will be voted in accordance with the instructions contained therein. IF
A STOCKHOLDER RETURNS A DULY EXECUTED PROXY WITHOUT SPECIFYING VOTING
INSTRUCTIONS, SUCH STOCKHOLDER'S SHARES WILL BE VOTED FOR THE APPROVAL AND
ADOPTION OF THE MERGER AGREEMENT. Each stockholder has the power to revoke a
proxy at any time before its exercise. A stockholder may revoke his or her proxy
at any time prior to its exercise by attending the Special Meeting and voting in
person (although attendance at the Special Meeting will not in and of itself
constitute revocation of a proxy), by giving notice of revocation of his or her
proxy at the Special Meeting or by delivering a written notice of revocation or
a duly executed proxy relating to the matters to be considered at the Special
Meeting and bearing a later date to the Secretary of RCPI at 1270 Avenue of the
Americas, New York, New York 10020. Unless revoked in the manner set forth
above, proxies in the form enclosed will be voted at the Special Meeting in
accordance with the stockholder's instructions.

Shares represented by a properly completed, signed, dated and returned proxy
will be treated as present at the meeting for purposes of determining a quorum,
without regard to whether the proxy is marked as casting a vote or abstaining.
Under the rules of the New York Stock Exchange (the "NYSE"), the proposal to
approve and adopt the Merger Agreement is considered a "non-discretionary item"
as to which brokerage firms may not vote in their discretion on behalf of their
customers if such customers have not furnished voting instructions. Accordingly,
if a brokerage firm customer does not furnish such voting instructions, it will
have the practical effect of a vote against approval and adoption of the Merger
Agreement. The enclosed proxy card permits the holder of Shares to specify that
such Shares be voted "FOR" or "AGAINST", or to "ABSTAIN" from voting with
respect to, the approval and adoption of the Merger Agreement. All Shares that
are represented at the Special Meeting by properly executed proxies returned
prior to or at the Special Meeting, and not properly revoked, will be voted at
the Special Meeting in accordance with the instructions indicated on such
proxies or, if no instructions are so indicated, FOR approval and adoption of
the Merger Agreement. ANY PROPERLY EXECUTED PROXY MARKED "ABSTAIN" OR ANY
ABSTENTION FROM THE SPECIAL MEETING WILL HAVE THE PRACTICAL EFFECT OF A VOTE
AGAINST APPROVAL AND ADOPTION OF THE MERGER AGREEMENT.

IF THE MERGER AGREEMENT IS APPROVED AND ADOPTED, DETAILED INSTRUCTIONS WITH
REGARD TO THE SURRENDER OF CERTIFICATES, TOGETHER WITH A LETTER OF TRANSMITTAL,
WILL BE FORWARDED TO FORMER STOCKHOLDERS OF RCPI BY THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION), THE EXCHANGE AGENT, PROMPTLY FOLLOWING THE EFFECTIVE
TIME OF THE MERGER, WHICH IS EXPECTED TO OCCUR PROMPTLY FOLLOWING THE DATE OF
THE SPECIAL MEETING. STOCKHOLDERS SHOULD NOT SUBMIT THEIR CERTIFICATES TO THE
EXCHANGE AGENT UNTIL THEY HAVE RECEIVED THESE MATERIALS. PAYMENT OF THE MERGER
CONSIDERATION

17
<PAGE>
WILL BE MADE TO THE FORMER STOCKHOLDERS OF RCPI ENTITLED THERETO AS PROMPTLY AS
PRACTICABLE FOLLOWING RECEIPT BY THE EXCHANGE AGENT OF THEIR CERTIFICATES AND
OTHER REQUIRED DOCUMENTS.

It is not expected that any matter other than the approval and adoption of
the Merger Agreement
will be brought before the Special Meeting. If, however, any other matters are
properly presented at the Special Meeting, including, among other things,
consideration of a motion to adjourn the Special Meeting to another time or
place, the persons named in the enclosed form of proxy and acting thereunder
will have discretion to vote on such matters in accordance with their best
judgment.

RCPI will, in advance of the Special Meeting, appoint one or more inspectors
to act at the Special Meeting who will ascertain the number of Shares
outstanding, the number of Shares represented at the meeting and the validity of
proxies and ballots. Such inspectors will also count all votes and ballots and
certify their determinations with respect thereto. The time of the opening and
the closing of the polls for each matter to be voted on will be announced at the
Special Meeting.

SOLICITATION OF PROXIES

Proxies are being solicited by and on behalf of the Board. All expenses of
this solicitation, including the cost of preparing and mailing this Proxy
Statement, will be borne by RCPI. In addition to solicitation by mail, proxies
may be solicited by directors, officers and employees of RCPI in person or by
telephone, facsimile or other means of communication. Such directors, officers
and employees will not be additionally compensated, but may be reimbursed for
out-of-pocket expenses in connection with such solicitation. In addition, RCPI
has retained D.F. King & Co. to assist in soliciting proxies at an estimated fee
of $10,000, plus out-of-pocket expenses. Arrangements will also be made with
brokerage firms and other custodians, nominees and fiduciaries to forward proxy
solicitation materials to beneficial owners of Shares held of record by such
brokerage firms, custodians, nominees and fiduciaries and RCPI may reimburse
such brokerage firms, custodians, nominees and fiduciaries for reasonable
expenses incurred in connection therewith.

THE PARTIES

RCPI

RCPI was formed in 1985 to permit public investment in the 12 original
landmarked buildings in Rockefeller Center (the "Property"). RCPI's principal
assets are two convertible, participating mortgage notes, in an aggregate amount
of $1.3 billion (collectively, the "Mortgage Note"), issued by two partnerships,
Rockefeller Center Properties ("RCP") and RCP Associates ("RCPA" and, together
with RCP, the "Borrower") that together own most of the land and buildings known
as Rockefeller Center in Midtown Manhattan in New York City. Rockefeller Center
is one of the best-known business and entertainment complexes in the world.
Occupying most of three blocks, the Property includes 12 landmarked buildings,
all but one of which were completed between 1932 and 1940, having approximately
6.2 million square feet of rentable office, retail, storage and studio space.
Rockefeller Center contains a wide range of amenities, including the Channel
Gardens landscaped promenade, the lower plaza used as an ice skating rink during
colder weather and at other times for outdoor dining, a six-story 725-car
parking garage and extensive off-street truck delivery areas, an underground
retail and pedestrian concourse connecting all of the buildings and providing
direct access to a subway station, roof gardens and Radio City Music Hall.
Retail space within Rockefeller Center includes approximately 200 shops and 35
restaurants.

On May 11, 1995, RCP and RCPA filed voluntary petititons under Chapter 11 of
the Bankruptcy Code. Under the Borrower's Chapter 11 plan of reorganization,
RCPI or its designee is expected to take title to the Property immediately
following consummation of the Merger. See "Special Factors -- Borrower's Chapter
11 Case".

RCPI was incorporated in Delaware and qualifies and has elected to be
treated as a real estate investment trust (a "REIT") under the Internal Revenue
Code of 1986, as amended (the "Internal

18
<PAGE>
Revenue Code"). To ensure compliance with Internal Revenue Code requirements for
qualification as a REIT, the Restated Certificate of Incorporation of RCPI (the
"RCPI Charter") contains a provision that voids any transfer of shares of Common
Stock (and other securities convertible into such shares) to any person if such
transfer would cause such person to beneficially own more than 9.8% of the
outstanding shares of Common Stock (the "Limit"). In addition, the RCPI Charter
does not permit RCPI to issue stock other than Common Stock. The vote of the
holders of 80% of the outstanding shares of Common Stock is required to amend or
repeal these provisions of the RCPI Charter.

RCPI's executive offices are located at 1270 Avenue of the Americas, New
York, New York 10020 and its telephone numbers are (212) 698-1440 and (800)
555-6444. The name, residence or business address, present principal occupation
or employment, the name, principal business and address of any corporation or
other organization in which such employment is conducted and the citizenship of
each director and executive officer of RCPI is set forth in Schedule I hereto
and is incorporated herein by reference.

INVESTORS

The Investors consist of Whitehall, Rockprop, Mr. Rockefeller, Exor and
Troutlet. None of the Investors owns any Shares and therefore no Investor will
cast any votes at the Special Meeting. Whitehall and two other investment funds
controlled by The Goldman Sachs Group, L.P. own SARs and Warrants representing a
19.9% fully diluted equity interest in RCPI. However, neither the Warrants nor
the SARs carry any right to vote with the stockholders of RCPI. The SARs may not
be converted into Warrants if such a conversion were to violate the Limit.

WHITEHALL. Whitehall is a Delaware limited partnership that engages in the
business of investing in debt and equity interests in real estate assets and
businesses. WH Advisors, L.P. V, a Delaware limited partnership ("WH Advisors,
L.P."), acts as the sole general partner of Whitehall, and WH Advisors, Inc. V,
a Delaware corporation ("WH Advisors, Inc."), acts as the sole general partner
of WH Advisors, L.P. Neither WH Advisors, L.P. nor WH Advisors, Inc. engages in
any business other than in connection with its role as a general partner. The
Goldman Sachs Group, L.P., a Delaware limited partnership ("GS Group"), is the
direct beneficial owner of all of the capital stock of WH Advisors, Inc. GS
Group is controlled by its general partners as a group, who have delegated to
its Management Committee the power to act on their behalf with respect to the
management of GS Group. GS Group's principal asset is a 99% partnership interest
in Goldman, Sachs & Co., a New York limited partnership ("Goldman Sachs"), an
investment banking firm and member of the NYSE and other national securities
exchanges. GS Group and Whitehall may be deemed to control, and therefore be
affiliates of, RCPI for purposes of Rule 13e-3 promulgated by the Securities and
Exchange Commission (the "Commission") under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). Accordingly, GS Group and Whitehall have
filed a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the
Merger. See "Available Information". As a result of their investment in RCPI
through the Goldman Sachs Financing (as defined below), GS Group and Whitehall
may have interests that conflict with those of the stockholders of RCPI. GS
Group and Whitehall believe that, by acquiring the entire equity interest in
RCPI (with the other Investors) through the Merger, they will be better able to
protect such investment. In addition, Whitehall and GS Group seek to acquire
RCPI because they believe that they can more effectively and efficiently manage
the Property as a privately held company. See "Special Factors -- Reasons for
the Transaction."

The business offices of Whitehall, WH Advisors, L.P., WH Advisors, Inc. and
GS Group are located at 85 Broad Street, New York, New York 10004. The name,
residence or business address, present principal occupation or employment; and
the name, principal business and address of any corporation or other
organization in which such employment is conducted and the citizenship of (i)
each director and executive officer of WH Advisors, Inc. is set forth in
Schedule II hereto and is incorporated herein by reference, (ii) each general
partner of GS Group that is a natural person is set forth in Schedule III hereto
and is incorporated herein by reference and (iii) each director and executive
officer of each

19
<PAGE>
corporate general partner of GS Group is set forth in Schedule IV hereto and is
incorporated herein by reference. The members of the Management Committee of GS
Group are those persons listed in Schedule III who have an asterisk next to
their names.

ROCKPROP. Rockprop is a Delaware limited liability company whose members
are Tishman Speyer Crown Equities, a Delaware general partnership ("TSCE"), TSE
Limited Partnership, an Illinois limited partnership ("TSELP"), and Rockprop
Associates Limited Partnership, a Delaware limited partnership ("Rockprop
L.P."). Rockprop's principal business is to serve as the holding company for the
investment by TSCE, TSELP and Rockprop L.P. in connection with the Merger
Agreement. Jerry I. Speyer is a general partner of Rockprop L.P. and of one of
the general partners of TSCE. Mr. Speyer is also president and sole shareholder
of the general partner of Tishman Speyer Properties, L.P. ("Tishman Speyer"), a
leading property management company. Rockprop's business address is 520 Madison
Avenue, New York, New York 10022.

DAVID ROCKEFELLER. Mr. Rockefeller is an individual who is a resident of
the State of New York and who is the former chairman of The Chase Manhattan
Bank. Mr. Rockefeller was a director of Rockefeller Group, Inc. ("RGI"), and its
predecessors, from November 5, 1951, and Chairman of the Board of Directors of
RGI from March 21, 1982, in each case until October 2, 1995. RGI and a
subsidiary of RGI own the Borrower. Mr. Rockefeller was Chairman of the Board
and Chief Executive Officer of RCPI from July 19, 1985 until June 2, 1992 and a
director of RCPI until April 26, 1993. Mr. Rockefeller's business address is
Room 5600, 30 Rockefeller Plaza, New York, New York 10112. As permitted by the
Merger Agreement, Mr. Rockefeller intends, prior to the consummation of the
Merger, to assign his rights and obligations under the Merger Agreement to one
of his controlled affiliates.

EXOR. Exor is a corporation organized under the laws of Luxembourg. The
present principal business activity of Exor is to invest and hold participations
in selected industries through substantial direct or indirect equity
participations in companies that have a leading position in their respective
industries. For purposes of the Exchange Act, Exor is deemed to be controlled by
Istituto Finanziario Industriale S.p.A., a corporation organized under the laws
of Italy ("IFI"). The present principal business activity of IFI is as a holding
company providing financial and organizational assistance to the companies in
which it has a direct or indirect controlling interest. Such companies include
Exor and a wide variety of companies involved in diverse areas of business. The
address of IFI's principal business and principal office is Corso Matteotti 26,
10121 Torino, Italy. For purposes of the Exchange Act, IFI is deemed to be
controlled by Giovanni Agnelli e C. S.a.a., an Italian limited partnership
represented by shares ("GA"). The present principal business activity of GA is
to ensure the cohesion and continuity of the management of its controlling
interest in IFI. The address of GA's principal business and principal office is
Via del Carmine 2, 10122 Torino, Italy. For purposes of the Exchange Act, GA is
deemed to be controlled by its General Partners, Giovanni Agnelli, Umberto
Agnelli, Gianluigi Gabetti and Cesare Romiti. Exor's business address is 2
Boulevard Royal, Luxembourg.

TROUTLET. Troutlet is a British Virgin Islands corporation that is the
holding company for the investment in RCPI by Burtonwood Holdings, Ltd., a
British Virgin Islands corporation that is wholly owned by Stavros S. Niarchos.
Troutlet's business address is Villa Bijou, 19, Avenue de la Costa, Monte Carlo,
MC98000, Monaco. As permitted by the Merger Agreement, Troutlet has designated
each of Gribble Investments (Tortola) BVI, Inc., a British Virgin Islands
corporation ("Gribble"), and Weevil Investments (Tortola) BVI, Inc., a British
Virgin Islands corporation ("Weevil"), to fund a portion of Troutlet's funding
commitment under the Merger Agreement. All of the stock of Gribble is owned by
Bontebok Investments (Tortola) BVI, Inc., a British Virgin Islands corporation,
all of whose stock is owned by Philip S. Niarchos. All of the stock of Weevil is
owned by Bunting Investments (Tortola) BVI, Inc., a British Virgin Islands
corporation, all of whose stock is owned by Spyros S. Niarchos. Philip S.
Niarchos and Spyros S. Niarchos are adult children of Stavros S. Niarchos. See
"Special Factors -- Background of the Merger" and "The Merger -- Source and
Amount of Funds".

20
<PAGE>
HOLDINGS

Holdings is a Delaware corporation recently organized by the Investors for
the purpose of effecting the Merger. It has no material assets and has not
engaged in any activities except in connection with the Merger. Immediately
prior to the consummation of the Merger, Whitehall, Exor, Gribble, Weevil,
Troutlet, the affiliate of Mr. Rockefeller and Rockprop will respectively own
50.0%, 20.5%, 8.0%, 8.0%, 4.5%, 4.5% and 4.5% of the issued and outstanding
shares of capital stock of Holdings. Holdings's executive offices are located at
85 Broad Street, New York, New York 10004 and its telephone number is (212)
902-1085.

SPECIAL FACTORS

BACKGROUND OF THE MERGER

RCPI was formed in 1985 to permit public investment in the Property.
Substantially all of RCPI's assets are represented by the Mortgage Note issued
on September 15, 1985 by the two partnerships that constitute the Borrower and
that together own the Property. The partners of the Borrower are RGI and
entities directly or indirectly owned by RGI. Mitsubishi Estate Company, Ltd.
("Mitsubishi Estate") owns an 80% interest in RGI and Rockefeller family
interests (the "Rockefeller Interests") own the remainder.

The Mortgage Note is in the aggregate principal amount of $1.3 billion,
matures on December 31, 2007 and provides for base interest at increasing stated
annual rates and additional interest ("Additional Interest") through December
31, 2000 and for floating interest rates thereafter. There are no scheduled
payments of principal under the Loan Agreement under which the Mortgage Note was
issued (as amended, the "RGI Loan Agreement") prior to maturity in 2007. The
Mortgage Note provides for the payment of Additional Interest to RCPI for each
year through 2000 in which the Gross Revenues (as defined in the Mortgage Note)
of the Property exceed $312.5 million. No Additional Interest has been earned by
RCPI.

The Mortgage Note is secured by two mortgages on the Property in the
aggregate amount of $1.3 billion: a $1.255 billion mortgage and a $45 million
leasehold mortgage. The RGI Loan Agreement does not require the recording of the
$1.255 billion mortgage; however, it permits RCPI to record the $1.255 billion
mortgage at the Borrower's expense if certain events occur, including if, in
RCPI's judgment, a material adverse change occurs in the Property or in the
Borrower's financial or other condition or prospects. In addition, the RGI Loan
Agreement requires the Borrower, subject to certain conditions, to maintain in
effect one or more letters of credit (the "RGI Letters of Credit") during the
term of the Mortgage Note in varying amounts to secure certain of the Borrower's
obligations under the Mortgage Note. Beginning April 1, 1995, the amount of the
RGI Letters of Credit was $50 million.

The Mortgage Note is convertible at RCPI's option on December 31, 2000 or,
if an event of default under the RGI Loan Agreement has occurred and is
continuing, any earlier date specified by RCPI into a 71.5% general partnership
interest in the partnership that would then own the Property. The amount of
RCPI's equity interest is subject to reduction in the event of certain
prepayments on the Mortgage Note.

Simultaneously with its initial public offering in 1985, pursuant to the
Indenture dated as of September 15, 1985 between RCPI and Manufacturers Hanover
Trust Company (as amended, the "Convertible Debenture Indenture"), RCPI issued
Current Coupon Convertible Debentures due 2000 in an aggregate principal amount
of $335 million (the "Current Coupon Convertible Debentures") and Zero Coupon
Convertible Debentures due 2000 in an aggregate face amount of $952.3 million
(the "Zero Coupon Convertible Debentures" and, together with the Current Coupon
Convertible Debentures, the "Convertible Debentures") that are convertible into
shares of Common Stock on December 31, 2000 or on an earlier date upon the
occurrence of an Event of Default thereunder or if such Convertible Debentures
were called for redemption. Any Convertible Debentures that remain outstanding
on December 31, 2000 will be exchanged for seven-year nonconvertible floating
rate notes of RCPI. The Current Coupon Convertible Debentures would be
convertible on December 31, 2000 at

21
<PAGE>

$11.82 per Share, the Zero Coupon Convertible Debentures would be convertible on
that date at $21.79 per Share; the Convertible Debentures would be convertible
at higher prices per Share if converted at an earlier date, subject in each case
to the anti-dilution provisions therein. Since the Convertible Debentures are
substantially out of the money, the possible conversion of these securities has
been excluded in all calculations of RCPI's fully diluted equity in this Proxy
Statement, including in calculating the amount of equity to which the Whitehall
Group may be entitled upon the happening of certain events.

In 1987, RCPI commenced a program to repurchase its Convertible Debentures
in order to reduce the potential dilution to the stockholders of RCPI from the
conversion of Convertible Debentures and to reduce its interest expense on the
Current Coupon Convertible Debentures, which bore interest at 8% per annum
through 1994 and at 13% per annum thereafter. RCPI initially funded these
repurchases through floating rate short-term unsecured bank loans. RCPI had
short-term borrowings totalling $136.5 million, $357.8 million and $364.0
million from commercial banks at December 31, 1987, 1988 and 1989, respectively.
The bank borrowings bore interest at rates that approximated 9.02%, 9.45% and
8.92% at December 31, 1987, 1988 and 1989, respectively. By year-end 1992,
Current Coupon Convertible Debentures and Zero Coupon Convertible Debentures
with face values of $121.8 million and $366.1 million, respectively, had been
repurchased at an aggregate price of $217.3 million.

In 1987, RCPI also began acquiring a portfolio of investment securities,
which was initially funded by the proceeds of the short-term unsecured bank
loans described in the preceding paragraph. RCPI acquired the portfolio
primarily to provide it with cash income to help RCPI make the required interest
payments on the short-term loans. At December 31, 1992, RCPI's portfolio of
investment securities had a book value of $137.2 million.

In 1990, in order to lengthen the maturity of its short-term debt, RCPI
initiated a commercial paper program and fully repaid its outstanding short-term
bank loans of $364.0 million with the proceeds from the issuance of commercial
paper. The commercial paper program was originally supported by two letters of
credit, each in the amount of $200 million, one of which was scheduled to expire
in May 1993 (the "May 1993 letter of credit") and the other in June 1995 (the
"June 1995 letter of credit"). At December 31, 1992, RCPI had $378.3 million of
commercial paper outstanding.

In connection with its incurrence of short-term bank loans, and acquisition
of portfolio securities, RCPI entered into interest rate swap agreements in 1987
and 1988 with financial institutions that were intended either to fix a portion
of RCPI's interest rate risk on floating rate debt ("Liability Swaps") or to fix
the yield on its floating rate portfolio securities ("Asset Swaps" and, together
with the Liability Swaps, the "Swaps"). The Liability Swaps were intended to
protect RCPI against the risks of increases in the interest rates payable by
RCPI on its floating rate debt and the Asset Swaps were intended to protect RCPI
against the risks of decreases in the returns received by RCPI on its floating
rate portfolio securities. At December 31, 1992, RCPI had in effect swap
arrangements in the notional principal amounts of $305 million in Liability
Swaps and $40 million in Asset Swaps. Under the Liability Swaps, RCPI paid a
fixed rate of interest semiannually (weighted average interest rate of 9.71% at
December 31, 1992) and received a variable rate of interest semiannually equal
to 180-day LIBOR (weighted average interest rate of 3.55% at December 31, 1992).
Under the Asset Swaps, RCPI received a fixed rate of interest semiannually
(weighted average interest rate of 9.47% at December 31, 1992) and paid a
variable rate of interest quarterly equal to 90-day LIBOR (weighted average
interest rate of 3.67% at December 31, 1992). In 1992, RCPI paid out $14.6
million under the Liability Swaps and it received $2.1 million under the Asset
Swaps. The net settlement value of the Swaps outstanding at December 31, 1992,
based on information supplied by the counterparties to the Swap contracts, was a
net liability for RCPI of approximately $46 million.

Beginning in the late 1980s, the Midtown Manhattan real estate rental market
deteriorated significantly. The decline in the real estate market led to
downward pressure on rents, thereby reducing current cash flows, and adversely
impacted the prospects for re-leasing at increased rental

22
<PAGE>

rates the substantial amounts of space at the Property that were subject to
leases scheduled to expire in 1994. These shortfalls would have to be covered by
loans and/or equity contributions by the parents of the Borrower to the Borrower
in order to enable the Borrower both to service its debt to RCPI and make
necessary capital expenditures. The parents of the Borrower, however, were under
no legal obligation to do so. These developments also caused the appraised value
of the Property to decline from $1.8 billion at December 31, 1989 to $1.2
billion by December 31, 1992. These developments in turn adversely affected
RCPI's ability to obtain financing, including renewals or refinancings of the
letter of credit support for its commercial paper program.

Beginning in 1991 with the help of its then financial advisors, Lehman
Brothers, RCPI sought to renew or refinance the May 1993 letter of credit at the
existing $200 million level. However, these efforts were unsuccessful and, in
March 1993, RCPI entered into an agreement with the banks that were members of
the lending syndicate for the May 1993 letter of credit to extend the facility
until December 1994, subject to a reduction in the amount of the facility to
$100 million in May 1993 and to periodic reductions thereafter. In order to fund
the retirement of the commercial paper backed by the May 1993 letter of credit,
RCPI liquidated its portfolio of investment securities in 1993 and 1994. RCPI
used the proceeds of the liquidation and cash flow from operations to reduce its
outstanding commercial paper to less than $200 million by December 1994. By
December 31, 1994, RCPI had retired all of its commercial paper using the
proceeds of the Goldman Sachs Financing (as defined below).

On June 2, 1992, Mr. Rockefeller resigned as Chairman of the Board and Chief
Executive Officer of RCPI and stated that he was doing so in view of his desire,
at his then age of 77, to scale back the level of his corporate activities.
Claude M. Ballard, Jr., a limited partner of Goldman Sachs who had been a
director of RCPI since 1987, replaced Mr. Rockefeller as Chairman of the Board.
Edward P. Fontaine, who had been President of RCPI since 1991, assumed the
additional duties of Chief Executive Officer. On April 26, 1993, Mr. Rockefeller
resigned as a director of RCPI. The Board then consisted of five members: Mr.
Ballard, Benjamin D. Holloway, Peter D. Linneman, Peter G. Peterson, and Richard
A. Voell, none of whom had any other relationship with either RGI or RCPI,
except Mr. Voell who was president and chief executive officer of RGI.

Although Mr. Rockefeller did not state his reasons for retiring as a
director at that time, in April 1993 RCPI's Board had decided to sever RCPI's
organizational relationships with the Borrower to reduce the possibility that
RCPI's dealings with the Borrower could be perceived to be on other than an
arms-length basis. (Mr. Rockefeller remained Chairman of the Board of RGI after
his resignation from RCPI's Board.) This decision of the Board was implemented
in June 1993 when RCPI assumed responsibility for the salaries and benefits of
its officers and required its officers to terminate all employment relationships
with RGI and its affiliates. In addition, at that time RCPI terminated all
contractual relationships between RCPI and RGI and its affiliates (other than
the RGI Loan Agreement and certain agreements related thereto and RCPI's lease
of office premises).

While liquidation of RCPI's portfolio of investment securities permitted it
to repay sufficient commercial paper to ultimately retire the May 1993 letter of
credit, RCPI concluded in 1993 that, despite a decrease in its quarterly
dividend to stockholders and other cash conservation efforts, it was likely to
continue to have approximately $200 million of commercial paper outstanding when
the June 1995 letter of credit expired. For this reason and in view of its net
Swap liabilities, which had increased to approximately $64 million by September
30, 1993, RCPI undertook a study of its overall capital structure and retained
Kidder, Peabody & Co. Incorporated ("Kidder Peabody") to assist in the study as
its financial advisor in February 1994. In connection with the combination of
certain businesses of Kidder Peabody and PaineWebber Incorporated
("PaineWebber"), PaineWebber succeeded Kidder Peabody in this engagement
pursuant to an agreement dated December 9, 1994.

During 1993 and 1994, RCPI, with the assistance of Kidder Peabody,
investigated various financing alternatives to address the repayment of the $200
million of outstanding commercial paper supported by the June 1995 letter of
credit and the reduction of RCPI's exposure on the Swaps.

23
<PAGE>
During this time period, RCPI and Kidder Peabody held discussions with Dai-ichi
Kangyo Bank ("DKB"), the bank that issued the June 1995 letter of credit,
regarding the extension of the letter of credit, with RGI and its principal
stockholder, Mitsubishi Estate, and with other potential financing sources with
respect to RCPI's public and private refinancing options.

During the first half of 1994, RCPI and Kidder Peabody held numerous
meetings with DKB. Although various proposals were discussed, DKB ultimately
informed RCPI that it would not extend the June 1995 letter of credit in the
absence of a guarantee by RGI. RCPI and Kidder Peabody thereafter discussed with
RGI and J.P. Morgan Securities Inc. ("J.P. Morgan"), financial advisor to
Mitsubishi Estate, the possible terms of such a guarantee. In August 1994, J.P.
Morgan advised RCPI that RGI would not guarantee the June 1995 letter of credit
unless RCPI agreed to (i) a reduction in the principal amount of the Mortgage
Note by $250 million, (ii) a reduction in the interest rate by 75 basis points
and (iii) elimination of the conversion feature in the Mortgage Note.

As an alternative to these changes in the terms of the Mortgage Note, on
August 26, 1994, J.P. Morgan, on behalf of Mitsubishi Estate, orally proposed a
cash merger between RCPI and RGI, pursuant to which RCPI's stockholders would
receive $4.86 per Share if RCPI did not exercise its right to record the
unrecorded mortgage on the Property or $3.86 per Share if RCPI did record this
mortgage, subject to further reduction in the event such recordation adversely
affected the value of the Property.

At a meeting on August 30, 1994, the Board rejected the terms on which
Mitsubishi Estate would authorize RGI's guarantee of the June 1995 letter of
credit principally because the Board felt that the concessions demanded by
Mitsubishi Estate in exchange for such a guarantee were far too onerous to be
acceptable. In addition, agreement to such concessions would have required RCPI
to seek and obtain consents from the holders of the Convertible Debentures, a
process which, since the Convertible Debentures are held in bearer form, would
have been extremely cumbersome and highly uncertain. At this meeting, the Board
also rejected the proposed cash merger as not being worthy of serious
consideration because the price offered was, in the opinion of the Board,
grossly inadequate and no formal written offer had been submitted. Finally, at
this meeting, the Board determined that the continuing increases in the cash
shortfalls at the Property and the unwillingness of the stockholders of RGI to
undertake to continue to cover such cash shortfalls constituted a material
adverse change in the "business, operations, assets or financial condition of
the [Borrower] or the prospects thereof, taken as a whole" within the meaning of
the provision of the RGI Loan Agreement, entitling RCPI to record the unrecorded
$1.255 billion mortgage at the Borrower's expense if RCPI determined that such a
material adverse change had occurred. Accordingly, the Board directed that the
unrecorded mortgage on the Property be recorded at the Borrower's expense.

On September 6, 1994, RCPI recorded the unrecorded $1.255 billion mortgage
securing the Mortgage Note and the Borrower paid the applicable mortgage
recording tax of $34.5 million.

During the spring and summer of 1994, RCPI and Kidder Peabody also had
discussions with a number of potential financing sources, including Bear,
Stearns & Co. Inc. ("Bear Stearns"), Donaldson, Lufkin & Jenrette Securities
Corporation ("DLJ"), a group of investors in which Gotham Partners L.P.
("Gotham") was a participant, and Goldman Sachs. From these discussions, RCPI
ultimately received proposals from Bear Stearns and DLJ and from the Gotham
group.

After having had contacts in late 1993, in 1994 RCPI and Kidder Peabody
received a proposal from Bear Stearns and DLJ, which involved a proposed $235
million public offering of investment grade securitized debt to be issued by a
newly organized wholly owned subsidiary of RCPI ("Deucalion"). Under this
structure, RCPI would sell a 49.5% participation in the Mortgage Note to
Deucalion, which would publicly issue unsecured notes and pay the net proceeds
of the issuance to RCPI. Although the terms of these notes were never finalized,
the parties contemplated that Deucalion would issue the notes in four series,
all of which would mature in 2008, subject to extension in certain

24
<PAGE>

events; that Deucalion would be required to make quarterly sinking fund payments
between 1995 and 2000; and that three of these series would bear interest at
fixed rates and one series would bear interest at a rate based on LIBOR.

In October 1994, the Gotham group proposed to purchase 3,620,342 newly
issued Shares at 90% of a specified ten trading day average price (but not less
than $5.00 per Share or greater than $5.50 per Share), for a total ownership
interest of 9.8% in RCPI. The Gotham proposal, as it evolved, also contemplated
making available to RCPI $380 million in senior debt and $50 million in
subordinated debt.

In October 1994, a representative of Whitehall, an affiliate of Goldman
Sachs, contacted RCPI to inquire whether RCPI was interested in receiving a
proposal concerning a recapitalization transaction. On October 30, 1994, Goldman
Sachs, on behalf of itself, Whitehall and Goldman Sachs Mortgage Company, an
affiliate of Goldman Sachs ("GSMC" and, together with Goldman Sachs and
Whitehall, the "Whitehall Group"), submitted a proposal to RCPI under which they
would invest $225 million in RCPI by the end of 1994. The Whitehall Group
proposed that the $225 million investment would be made in the form of a $150
million floating rate loan at an interest rate of LIBOR plus 350 basis points
maturing in six years and in the form of $75 million debentures at an interest
rate of 14% per annum maturing at the end of 2007. The proposal also
contemplated that the Whitehall Group would receive fees of 2.5% and 3% of the
principal amount of the floating rate loan and the debentures, respectively, and
would receive 13,600,000 warrants to purchase shares of Common Stock (equivalent
to a 26.2% fully diluted equity interest in RCPI). Between October 31, 1994 and
November 17, 1994, representatives of Goldman Sachs and Whitehall met with
RCPI's management and representatives of Kidder Peabody to discuss the terms of
the Whitehall Group proposal. The discussions centered on the number of warrants
(and stock appreciation rights) to be issued in connection with the transaction,
the fees to be received by the Whitehall Group, the interest rate on the
floating rate loan, the prepayment premium for the debentures, the anti-dilution
protection afforded the warrants (and stock appreciation rights), other
covenants to be included in the debt instruments, the Whitehall Group's right to
Board representation and its right to have a voice in non-routine matters
brought to a stockholders' vote. Because of his affiliation with Goldman Sachs,
Mr. Ballard recused himself prior to any meetings of the Board relating to the
Whitehall Group proposal and thus played no role in the consideration of the
October 1994 Whitehall Group proposal or any other proposal after the October
1994 Whitehall Group proposal had been made; accordingly, only the remaining
members of the Board, Mr. Holloway, Dr. Linneman, Mr. Murdoch and Mr. Peterson,
all of whom were disinterested with respect to any Whitehall Group proposal,
considered the October 1994 Whitehall Group proposal or any competing proposal.

On November 14, 1994, RCPI filed with the Commission its Quarterly Report on
Form 10-Q for the third quarter of 1994. The Form 10-Q disclosed that in October
1994 the Borrower had reissued its financial statements for the year ended
December 31, 1993 and that the Borrower's auditors had issued a going concern
qualification to the Borrower's financial statements. The issuance of a going
concern qualification to the Borrower's financial statements did not constitute
a default under the Mortgage Note.

In the morning on November 17, 1994, the Board met to consider the Bear
Stearns/DLJ, Gotham and Whitehall Group proposals. At the meeting, presentations
were made by representatives of Goldman Sachs, Bear Stearns and Gotham.
Representatives of Goldman Sachs stressed that the Whitehall Group was prepared
to do its transaction as a "bought deal" (one sold directly to the Whitehall
Group as principal rather than as an underwriter, with a minimum of conditions
that could be closed within a short period of time) and that they believed they
would have the necessary internal approvals for the transaction within four
days. Representatives of Bear Stearns acknowledged that it would not be possible
to close the Deucalion financing prior to year-end in view of the fact that a
registration statement had not yet been filed with the Commission and that it
would not, in any event, be possible to close the financing if prior to closing
the Borrower defaulted on the Mortgage Note or if holders of the Convertible
Debentures initiated a lawsuit challenging the financing on the grounds

25
<PAGE>

that it violated the negative pledge covenant in the Convertible Debenture
Indenture. In the Convertible Debenture Indenture, RCPI agreed not to create any
lien or encumbrance on any of its assets to secure indebtedness of RCPI or any
subsidiary thereof without equally and ratably securing the Convertible
Debentures. Securing the Convertible Debentures would have been inconsistent
with the proposed terms of the Deucalion financing. The representatives of Bear
Stearns also stated that, while they were prepared to consider a "bought deal"
of Deucalion securities, they were not in a position to commit either Bear
Stearns or DLJ to such a transaction at that time. Representatives of the Gotham
group acknowledged that they had not obtained, and could not guarantee that they
would be able to obtain, a commitment for senior debt financing as a result of
the disclosures regarding the going concern qualification to the Borrower's
financial statements contained in the Form 10-Q filed by RCPI in November 1994.
After these presentations, the Board reviewed these proposals with RCPI's
financial and legal advisors. The Board noted that there was a substantial
litigation risk that the Bear Stearns/DLJ transaction would not close because
the holders of the Convertible Debentures might bring a lawsuit alleging that
the financing violated the negative pledge covenant in the Convertible Debenture
Indenture. The Board also noted the substantial uncertainties surrounding the
Gotham group proposal, especially the absence of a committed financing source.
As discussed below, the Board thought it essential that arrangements to retire
the commercial paper backed by the $200 million letter of credit expiring on
June 30, 1995 be in place by December 31, 1994. On this basis, while the Board
believed that the Whitehall Group proposal was more expensive than the other
proposals, the Board determined that the significantly higher level of certainty
that it could be consummated made the Whitehall Group proposal more attractive
than the other proposals. On January 23, 1995, Bear Stearns and DLJ commenced an
action against RCPI alleging that RCPI breached the engagement letter the
parties had entered into with respect to the proposed Deucalion transaction. See
"Special Factors -- Certain Litigation".

Later on November 17, 1994, RCPI entered into a letter of intent with
Goldman Sachs and Whitehall, which reflected the Whitehall Group's proposal and,
among other things, prohibited RCPI from negotiating with other parties while
the Whitehall Group transaction was pending, except that the Board could
consider an unsolicited offer to purchase all of RCPI's securities at a
significant premium over the then market value thereof.

Between November 17, 1994 and December 18, 1994, the Whitehall Group and its
legal advisors had frequent discussions and meetings with RCPI and its legal and
financial advisors to negotiate the definitive terms and documentation of the
recapitalization proposal contained in the November letter of intent.

On December 9, 1994, RCPI received a letter from RGI proposing a cash merger
transaction in which RGI would acquire 100% of the outstanding shares of RCPI
for $5.40 per Share in cash, subject to adjustment to reflect the payment of any
dividend by RCPI prior to closing. The fact that the proposal was subject to (i)
approval by the stockholders of RGI, which was privately held, (ii) the
termination of the Goldman Sachs proposal at an acceptable cost, (iii) the
unilateral cessation by RCPI of discussions with Goldman Sachs and (iv) the
prohibition of RCPI's disclosure of the discussions to any third party, led the
Board to conclude that the proposal was not worthy of serious consideration and
thus rejected the offer, despite the higher price contained therein when
compared to Mitsubishi Estate's proposal on August 26, 1994.

On December 16, 1994, RGI submitted a second letter to RCPI stating that
RGI's shareholders had authorized a revision of the December 9, 1994 offer to
increase the proposed price to $6.00 per Share. The letter also stated that the
new price would not be adjusted downward to reflect RCPI's December dividend and
that, if required by RCPI's agreement with Goldman Sachs, RCPI could share its
terms with Goldman Sachs. The terms and conditions of the December 9, 1994
offer, otherwise remained the same. Despite the higher price, the Board
determined that the revised proposal was not

26
<PAGE>

worthy of serious consideration. Additionally, PaineWebber, which had succeeded
Kidder Peabody as RCPI's financial advisor on December 9, 1994, expressed the
view that the amended offer was also inadequate from a financial standpoint.

On December 18, 1994, RCPI entered into the Loan Agreement dated as of
December 18, 1994 (the "GSMC Loan Agreement") between RCPI and GSMC, as agent
and lender; the Debenture Purchase Agreement dated as of December 18, 1994 (the
"Debenture Purchase Agreement") between RCPI and Whitehall; the Warrant
Agreement dated as of December 18, 1994 (as amended, the "Warrant Agreement")
between RCPI and Chemical Bank, as Warrant Agent; the SAR Agreement dated as of
December 18, 1994 (as amended, the "SAR Agreement") between RCPI and Chemical
Bank, as SAR Agent; and a letter agreement dated December 18, 1994 (the "Board
Letter" and, together with the GSMC Loan Agreement, the Debenture Purchase
Agreement, the Warrant Agreement and the SAR Agreement, the "Goldman Sachs
Financing") between RCPI and Whitehall with respect to certain corporate
governance issues.

On December 18, 1994, RCPI issued to Whitehall 4,155,927 warrants (the
"Warrants") to acquire an equal number of newly issued shares of Common Stock at
$5.00 per Share pursuant to the Warrant Agreement and 5,349,541 stock
appreciation rights (the "SARs") pursuant to the SAR Agreement. The SARs are
convertible into 14% Debentures or, if the provisions of the RCPI Charter
relating to the Limit are amended so that Whitehall may hold additional
Warrants, the SARs will be automatically converted into an equal number of
Warrants. The closing price of the Common Stock on November 17, 1994, prior to
the announcement of the execution of the letter of intent with respect to the
Warrants and the SARs, was $4.00 per Share. The Warrants and the SARs, together,
represented the equivalent of a 19.9% fully diluted equity interest in RCPI;
however, as a result of the Limit, the Whitehall Group could not exercise voting
power in excess of 9.8% unless the stockholders of RCPI voted to change or
eliminate the Limit.

Pursuant to the Board Letter, RCPI agreed to grant to Goldman Sachs the
right to designate one member of RCPI's Board of Directors to reflect
Whitehall's 19.9% fully diluted equity interest in RCPI represented by the
Warrants and SARs (all of which are owned by Whitehall and its affiliates), and
RCPI agreed to amend its By-laws so that, unless approved by the holders of not
less than 62.5% of the Warrants and SARs, matters submitted to RCPI's
stockholders (other than the election of directors or the ratification of
appointments of auditors) would, unless a different vote was specified in the
DGCL or in the RCPI Charter, require the approval of the holders of 62.5% of the
then outstanding shares of Common Stock (the "Supermajority Voting
Requirement"). On December 29, 1994, Mr. Ballard resigned as Chairman of the
Board and as a director of RCPI to create the vacancy on the Board to be filled
pursuant to the Board Letter and the remaining members of the Board, Mr.
Holloway, Dr. Linneman, Mr. Murdoch and Mr. Peterson, elected Daniel M. Neidich,
a partner of Goldman Sachs, as a director pursuant to the Board Letter; at the
same time, Dr. Linneman was elected Chairman of the Board.

On December 29, 1994, RCPI issued $150 million of Floating Rate Notes due
December 31, 2000 (the "Floating Rate Notes") to GSMC pursuant to the GSMC Loan
Agreement and $75 million of 14% Debentures due December 31, 2007 (the "14%
Debentures") to Whitehall pursuant to the Debenture Purchase Agreement. The net
proceeds of $212.5 million from such issuances were used to retire commercial
paper borrowings of $193 million and to retire Swaps with a net notional
principal amount of $145 million at a cost of $9.9 million. The remaining net
proceeds from the Goldman Sachs Financing were used for general corporate
purposes. RCPI maintained Liability Swaps in the notional principal amount of
$105 million to partially hedge the Floating Rate Notes. The Floating Rate Notes
bear interest at the rate of 400 basis points over LIBOR. During 1995, quarterly
interest payments on the Floating Rate Notes ranged from $2.7 million to $3.9
million. In addition, RCPI was required to make a $3.0 million minimum principal
payment on the Floating Rate Notes during 1995, which was satisfied by its
September 1, 1995 cash flow sweep payment of $33.7 million discussed below.

27
<PAGE>
RCPI pledged the Mortgage Note and certain other collateral as security for
the repayment of the Floating Rate Notes and the 14% Debentures, and equally and
ratably secured the Convertible Debentures as required by the Convertible
Debenture Indenture. The 14% Debentures were expressly subordinated to the
Floating Rate Notes pursuant to an intercreditor agreement between GSMC and
Whitehall.

The Floating Rate Notes are prepayable by RCPI at any time, in whole or in
part, at 103% of the principal amount prepaid (plus accrued interest) during the
period ending December 29, 1995, at 101.5% of the principal amount prepaid (plus
accrued interest) thereafter until December 29, 1996 and at par (plus accrued
interest) thereafter. The 14% Debentures are not redeemable by RCPI before
December 30, 2000, but are prepayable thereafter at declining redemption prices.
RCPI is required to make minimum scheduled principal payments on the Floating
Rate Notes annually. There are no scheduled principal payments on the 14%
Debentures until maturity. In the event that RCPI's net cash flow is
insufficient to pay interest on the 14% Debentures when due, interest need not
be paid in cash (and such interest will accrue). Both the Floating Rate Notes
(on a quarterly basis) and the 14% Debentures (on a semiannual basis) are
subject to mandatory prepayment from RCPI's net cash flow (the "cash flow
sweep"), which is defined as all of its gross receipts, including the net
proceeds of any sale of equity by RCPI, minus actual operating expenses
incurred; interest paid or accrued (on a straight line basis) on the Floating
Rate Notes, 14% Debentures, Current Coupon Convertible Debentures and other debt
permitted under the GSMC Loan Agreement; dividends paid or accrued; and
distributions paid or accrued on the Warrants and the SARs.

The Floating Rate Notes and the 14% Debentures contain various covenants,
including the following: (i) a prohibition on any increase in RCPI's outstanding
debt (other than up to $10 million for working capital purposes); (ii) a
prohibition on debt prepayment or any amendment thereof if quarterly debt
service would be materially increased or net cash flow would be materially
decreased; and (iii) a prohibition on the sale or disposition of any part of
RCPI's property other than in the ordinary course of business, except pursuant
to a merger or consolidation in which RCPI would be the surviving corporation,
having a number of outstanding shares of capital stock no greater than that of
RCPI immediately prior to such transaction and in which no default under the
Goldman Sachs Financing would occur.
The Warrant Agreement and the SAR Agreement also contain various covenants,
including covenants prohibiting RCPI from issuing equity other than Common
Stock, prohibiting RCPI from issuing Common Stock at prices less than the "fair
market value of Common Stock" (defined as the 90-day trailing average market
price) and requiring RCPI to issue additional Warrants and SARs to the holders
thereof to permit such holders to maintain their 19.9% fully diluted equity
interest in RCPI, if RCPI were to issue additional Common Stock.

In deciding to enter into these arrangements with GSMC and Whitehall in
December 1994, the Board had considered the indications it had received from the
stockholders of RGI that they were reluctant to continue funding the cash
shortfalls at the Borrower or to provide assistance to RCPI in extending the DKB
letter of credit unless RCPI agreed to significant concessions under the
Mortgage Note, the fact that the amounts available under the RGI Letters of
Credit would decline on January 1, 1995 from $200 million to $70 million and to
$50 million on April 1, 1995 and the fact that the letter of credit support for
RCPI's commercial paper would expire on June 30, 1995. The Board thought it
essential, in view of these factors, that RCPI's ability to retire this
commercial paper be assured by the end of 1994.

While the Board was aware that the terms of the arrangements with the
Whitehall Group severely restricted RCPI's ability to incur additional debt or
raise money through equity financing, the Board did not believe more flexible
terms were likely to become available if the Board deferred a

28
<PAGE>

decision into 1995, inasmuch as the June 30, 1995 expiration date for the $200
million letter of credit backing RCPI's commercial paper approached and the
amounts available under the RGI Letters of Credit decreased.

On January 11, 1995, Douglas Elliman Appraisal and Consulting Division
("Douglas Elliman"), an independent appraisal firm, issued an appraisal of the
Property (the "Douglas Elliman 1994 Appraisal"), in which it concluded that, as
of December 31, 1994, the fair market value of the Property was $1.25 billion,
an increase of $100 million from the value assigned in an appraisal conducted by
the same firm as of December 31, 1993. On February 15, 1995, The Weitzman Group,
Inc. ("The Weitzman Group"), an independent real estate consulting firm, issued
a review and concurrence report ("The Weitzman Group Concurrence Report") in
which it stated that, based upon the review described in such report, it
concurred with the Douglas Elliman 1994 Appraisal and that, in its opinion, the
market value estimated by Douglas Elliman did not vary by more than 5% from the
market value The Weitzman Group would estimate in a full and complete appraisal
of the same interests. See "Special Factors - Douglas Elliman 1994 Appraisal;
The Weitzman Group Concurrence Report".

In late April 1995, representatives of RGI approached RCPI and suggested the
possibility that RGI might discontinue financial support of the Property and
that RGI might also wish to acquire all of the outstanding stock of RCPI. The
discussions were exploratory in nature and the representatives of RGI made clear
to RCPI and PaineWebber that they were not authorized to make any specific
offers.

Subsequently, at RCPI's initiation, representatives of PaineWebber on behalf
of the Company engaged in "brainstorming" discussions with representatives of
the Whitehall Group regarding contingency plans should RGI actually discontinue
financial support for the Property; no specific plans or agreements were
proposed or developed. Representatives of Whitehall approached several potential
investors to ascertain whether they might be interested in becoming partners
with Whitehall in a possible purchase of the Mortgage Note; the contacts were
exploratory in nature and therefore no specific proposals were discussed and no
agreements or understandings were reached.

On May 11, 1995, RCP and RCPA filed voluntary petitions (the "Chapter 11
Case") for protection under Chapter 11 of Title 11 of the United States Code, as
amended (the "Bankruptcy Code"), one result of which was a cessation of the
Borrower's payments to RCPI on the Mortgage Note. At a meeting on May 11, 1995,
the Board concluded that such cessation would exhaust RCPI's cash reserves;
therefore, the Board determined that it should commence negotiations with the
Whitehall Group with respect to possible waivers under the Goldman Sachs
Financing. To facilitate these negotiations, as well as to explore other
financing or acquisition alternatives, the Board approved the creation of a
Special Committee (the "Special Committee") of the Board on May 11, 1995. The
Special Committee consisted of Mr. Holloway, Dr. Linneman, Mr. Murdoch and Mr.
Peterson. Mr. Neidich, Goldman Sachs's designee on RCPI's Board, was not a
member of the Special Committee. The members of the Special Committee were
disinterested with respect to all matters pertaining to the Whitehall Group
described herein. PaineWebber acted as financial advisor to the Special
Committee and the law firms of Shearman & Sterling, counsel to RCPI, and Weil,
Gotshal & Manges, special counsel to RCPI in connection with the Borrower's
Chapter 11 Case, acted as counsel to the Special Committee. The Special
Committee concluded that the large payment that would have to be made on
September 1, 1995 under the cash flow sweep provisions of the Goldman Sachs
Financing would largely exhaust RCPI's operating cash. For that reason, the
Special Committee determined that RCPI needed to have a financing plan in place
by mid-August.

On Friday, May 12, 1995, and Monday, May 15, 1995, following the filing by
the Borrower for protection under the Bankruptcy Code, trading of the Shares on
the NYSE was halted. Trading of the Shares on the NYSE recommenced on May 16,
1995.

Following the filing of the Borrower's Chapter 11 Case, in addition to
addressing the short-term liquidity issues that RCPI faced, the Special
Committee evaluated the possibility of RCPI's obtaining

29
<PAGE>

title to the Property, concluding that it would be in RCPI's best interests if
it could accelerate the Chapter 11 Case and obtain title to the Property. The
determination was based upon the fact that RGI had stated that it would no
longer provide financial support for the Property. Since RCPI's sole source of
revenue, other than a drawing under the RGI Letters of Credit, was interest
income on the Mortgage Note and the income from the Property was insufficient to
pay for the costs and expenses of operation of the Property, taxes and debt
service on the Mortgage Note, continued ownership of the Property by the
Borrower would deprive RCPI of significant revenue and could lead to a
significant diminution in the value of the Property, which in turn would
diminish the value of RCPI. Under Chapter 11, the Borrower had the exclusive
right for 120 days to propose a plan of reorganization. While this 120-day
exclusivity period is routinely extended in most bankruptcies, RCPI was advised
by its bankruptcy counsel that, after expiration of the initial exclusivity
period on September 8, 1995, it could seek an order of the Bankruptcy Court
terminating the Borrower's exclusive right to propose a plan of reorganization
and authorizing RCPI to file a plan of reorganization under which it would take
title to the Property. In this connection, in May 1995, the Special Committee
concluded that RCPI's goal of obtaining title to the Property would be
jeopardized if it could not demonstrate in the Chapter 11 Case that RCPI could
successfully operate the Property and that it had access to funds to cover the
short-term cash flow deficits that the Property was projected to continue to
generate, as well as RCPI's own debt service.

In undertaking its duties, the Special Committee recognized that RCPI's
financing arrangements, including the Goldman Sachs Financing, as described
above, restricted RCPI's ability to issue equity, repay existing debt, incur
additional debt (other than up to $10 million for working capital purposes), and
sell the assets of RCPI (which were pledged to secure existing debt) and that
the 14% Debentures by the terms of the Debenture Purchase Agreement generally
could not be redeemed prior to 2000. In addition, the Special Committee
recognized that RCPI's ability to pursue certain alternatives would be limited
by the terms of the RCPI Charter. At RCPI's Annual Meeting of Stockholders held
on June 8, 1995, to increase RCPI's flexibility, the Board recommended that the
stockholders of RCPI approve an amendment to the RCPI Charter whereby the Board,
in its discretion, would be able to exempt transfers of shares of Common Stock
from the Limit. Under the terms of the SAR Agreement with Whitehall, if the
stockholders approved the proposed amendment, all of the SARs would have been
automatically converted into Warrants. The proposal failed to achieve the
requisite 80% stockholders' vote.

On May 15, 1995, after discussions with PaineWebber, the Whitehall Group
made a proposal to restructure the Goldman Sachs Financing by generally
deferring all payments of principal and interest on the Floating Rate Notes and
the 14% Debentures for 18 months and otherwise amending the terms of the Goldman
Sachs Financing in a manner substantially similar to that proposed on June 20,
1995 as outlined below.

Following receipt of the Whitehall Group's original proposal on May 15,
1995, the Special Committee instructed PaineWebber to further explore the
proposal with the Whitehall Group and to solicit proposals from alternative
financing sources or outside investors in order to obtain the best possible
terms for RCPI and its stockholders.

On May 18, 1995, Leucadia National Corporation ("Leucadia") and its
subsidiaries filed a Schedule 13D with the Commission reporting that they had
acquired 2,705,200 shares of Common Stock (7.1% of the shares of Common Stock
outstanding) and that they would seek to influence management of RCPI.

Due to the Borrower's failure to make the May 31, 1995 interest payment on
the Mortgage Note, RCPI drew down the full $50 million then available under the
RGI Letters of Credit, $33.7 million of which was required to be repaid on
September 1, 1995 under the cash flow sweep provisions of the Goldman Sachs
Financing. In view of the cessation of payments to RCPI on the Mortgage Note,
the

30
<PAGE>
Special Committee concluded in May 1995 that RCPI's operating cash would be
largely exhausted after the September 1 cash flow sweep payment, possibly
causing immediate covenant defaults under the Floating Rate Notes and causing
eventual payment defaults on RCPI's debt.

On June 20, 1995, the Whitehall Group submitted a proposal to provide that
cash interest payments on the Floating Rate Notes and the 14% Debentures would
be deferred until December 1996, mandatory principal payments on the Floating
Rate Notes would be suspended through December 31, 1996 and the cash flow sweep
provisions of both the Floating Rate Notes and the 14% Debentures would be
waived for any payment due as a result of any drawdown on the $50 million RGI
Lettters of Credit, in each case, so long as the Borrower was in payment default
under the Mortgage Note, RCPI had not taken title to the Property and certain
defaults had not occurred. The prepayment penalties under the Floating Rate
Notes would be increased and the maturity of the Floating Rate Notes would be
changed from December 31, 2000 to December 31, 1999. In addition, $50 million
principal amount of Floating Rate Notes would be converted into $50 million
principal amount of 14% Debentures and approximately 6.3 million additional SARs
would be issued to Whitehall to reflect Whitehall's increased investment in the
14% Debentures and approximately 1.6 million SARs would be issued to Whitehall
pursuant to the antidilution provisions of the Warrant Agreement and the SAR
Agreement (which would increase Whitehall's fully diluted interest to 31.3% of
RCPI). The interest rate on the remaining $100 million principal amount of the
Floating Rate Notes would be increased from LIBOR plus 4% to LIBOR plus 8% (the
default rate under the GSMC Loan Agreement). The interest rate on the 14%
Debentures would be increased to 15%. After December 1, 1996, the interest rate
on the Floating Rate Notes would return to the original rate. The proposal
further provided for an increase in the Supermajority Voting Requirement from
62.5% to 72.8% (to reflect the issuance of the additional SARs), the payment of
a $1.5 million debt restructuring fee to GSMC and Whitehall and reimbursement of
the Whitehall Group's expenses.

At a meeting on June 21, 1995, the Special Committee reviewed RCPI's
alternatives and instructed PaineWebber and RCPI's legal advisors to continue to
solicit proposals from potential financing sources and investors in order to
realize maximum value for RCPI and its stockholders.

Between June 20, 1995 and July 18, 1995, the Whitehall Group and its legal
counsel initiated several telephone calls with RCPI and its financial and legal
advisors in an effort to elicit a response to the Whitehall Group proposal. Such
calls did not involve any material discussions with respect to the Whitehall
Group proposal. At a meeting on July 18, 1995 between RCPI's management and
representatives of the Whitehall Group, RCPI's management informed the Whitehall
Group that RCPI had a preference for a recapitalization transaction that would
involve an infusion of equity in order to reduce the debt-to-equity ratio of
RCPI. On July 18, 1995, the Whitehall Group proposed several changes to its June
20 proposal, the most important of which were:

(i) Goldman Sachs would underwrite a $100 million publicly registered
rights offering at $5.00 per share of Common Stock, in which Whitehall would
be entitled to participate as a holder of Warrants and SARs.

(ii) In addition to the approximately 7.9 million SARs that would be
issued to Whitehall (as described in the June 20, 1995 proposal of the
Whitehall Group described above), RCPI would issue 5 million SARs to
Whitehall pursuant to the antidilution provisions of the Warrant Agreement
and the SAR Agreement to account for the 20,000,000 new shares of Common
Stock to be issued in the rights offering.

(iii) The Supermajority Voting Requirement would increase from 62.5% to
69.2%.

(iv) RCPI would pay the Whitehall Group a transaction fee of $1.5
million, plus up to an additional $5 million in customary underwriting and
take-down fees in connection with the rights offering, and would reimburse
its expenses.

On July 21, 1995, RCPI issued a press release announcing a net loss in the
second quarter of 1995 due to the bankruptcy filing by the Borrower. In
addition, the press release stated that RCPI was

31
<PAGE>
exploring a wide range of strategic alternatives, emphasizing that no decisions
had been reached concerning any course of action and that no assurances could be
given that any transaction would be entered into. RCPI further stated that the
exploration of a broad range of possibilities was part of its continuing efforts
to insure that RCPI considered all possibilities that could be in the best
interests of RCPI and its stockholders.

On August 4, 1995, Gotham proposed to purchase $30 million of Common Stock
at a price per share equal to the "fair market value of Common Stock" (as such
term is defined in the Warrant Agreement) and to make RCPI a $10 million
unsecured working capital loan at an interest rate of 13%.

In early August 1995, following extensive discussions, RCPI received a
proposal from Equity Office Holdings, L.L.C., a company controlled by Samuel
Zell ("EOH"), The Walt Disney Company ("Disney") and Zell/Merrill Lynch Real
Estate Opportunity Partners Limited Partnership III ("ZML" and, together with
EOH and Disney, the "Zell Group"). The Zell Group proposed to commit $30 million
of short-term financing ($10 million in unsecured debt and $20 million through
the purchase of Common Stock by December 1995) to RCPI. A new REIT would be
formed by the Zell Group ("NUREIT") and the Zell Group would contribute to
NUREIT $250 million in cash ($5.50 per share in NUREIT) in exchange for 50% of
its equity on a fully diluted basis. Approximately $700 million of new lease and
debt financing would be raised from third parties and secured by interests in
the Property. RCPI would sell substantially all of its assets to NUREIT, which
would ultimately own and operate the Property, in exchange for (i) sufficient
cash to repay at par all of its debt, including the Convertible Debentures, the
Floating Rate Notes and the 14% Debentures, and (ii) NUREIT common stock, common
stock warrants and stock appreciation rights representing approximately 50% of
the equity of NUREIT on a fully diluted basis. Under the proposal, NUREIT would
assume only specified liabilities, which excluded, among other things, new
litigation and other contingent liabilities. RCPI would then be liquidated.
After provision for liabilities of RCPI not assumed by NUREIT, the NUREIT common
stock would be distributed to RCPI's stockholders and the NUREIT warrants and
stock appreciation rights would be distributed to the holders of the Warrants
and SARs. The Board of Directors of NUREIT would consist of nine members, four
directors appointed by the Zell Group and five independent directors. Under its
proposal, the Zell Group would be entitled to upfront fees of $4.4 million
(including fees under the Investment Agreement referred to below) and would be
entitled to a breakup fee of $9.6 million, plus reimbursement of up to $2.0
million of certain expenses, if the arrangement were terminated for certain
reasons.

On August 7, 1995, the Special Committee met to review the results achieved
in soliciting proposals from financing sources and investors. PaineWebber
reported that it, RCPI's management and RCPI's legal advisors had held
discussions with 24 sophisticated real estate and securities lenders and
investors. Twelve of these potential lenders or investors signed confidentiality
agreements and received confidential information on RCPI, and five term sheets
were submitted addressing RCPI's immediate financing requirements. PaineWebber
reported that two of these proposals, including a proposal for short-term
financing and a proposal that RCPI issue preferred stock, would not have
permitted RCPI to file a confirmable Chapter 11 plan for the Borrower and the
preferred stock proposal would have violated the RCPI Charter. These two
proposals were, therefore, not pursued. As a result, PaineWebber advised the
Special Committee that it believed that RCPI had received three proposals that
should be evaluated by the Special Committee: the Zell Group, the Whitehall
Group and Gotham proposals.

At the August 7 meeting, the Special Committee also reviewed the possibility
of RCPI's filing for protection under Chapter 11 of the Bankruptcy Code and the
potential consequences of such action. Advantages to such a filing would have
included: (i) the imposition on the commencement date of an automatic stay of
all claims that could be asserted by secured or unsecured creditors of RCPI and
of all litigation against RCPI; (ii) the ability to modify the debt obligations
of RCPI by a vote of the holders of two-thirds of the outstanding debt and a
vote of a majority in number of holders of each class of debt impaired by the
plan; (iii) the ability to amend the RCPI Charter so as to eliminate or modify
any

32
<PAGE>
supermajority voting or other provisions therein, if desirable; (iv) the ability
to suspend covenant restrictions in the Convertible Debenture Indenture, the
Goldman Sachs Financing and other similar agreements of RCPI (although the
breach of such covenants could give rise to additional claims against RCPI); (v)
the suspension of any requirement to pay debt service on a current basis during
the pendency of the Chapter 11 case; and (vi) certain tax advantages not
otherwise available to RCPI.

Significant disadvantages of filing under Chapter 11 considered by the
Special Committee included: (a) the introduction of significant uncertainty and
delay in acquiring title to the Property (which the Special Committee desired
for the reasons described above) due to the inability of RCPI to demonstrate its
financial ability to own and operate the Property while RCPI worked out its own
Chapter 11 plan; (b) RCPI's diminished ability to control its future; (c)
increased administrative obligations as a consequence of the Chapter 11 filing;
(d) the need to obtain Bankruptcy Court approval of all business activities
outside of the ordinary course of RCPI's business; (e) the costs of
professionals that might be hired by possible appointed committees of creditors
and equity security holders; (f) the review and possible challenge of RCPI's
actions by such committees because of their ability to influence the Bankruptcy
Court's determination of actions proposed to be taken (or withheld) by RCPI; (g)
the incurrence of interest at penalty rates provided for under RCPI's loan
agreements, as well as additional fees and expenses of the Convertible Debenture
Trustee and other agents under such agreements; and (h) the ability of the
holders of indebtedness of RCPI to preclude the stockholders from retaining any
interest in RCPI unless and until all creditors were paid in full or received
full value for their claims, including all interest and prepayment penalties.

The Special Committee believed that RCPI had substantial arguments that,
under the Zell Group proposal, the Whitehall Group would be entitled to NUREIT
warrants and stock appreciation rights exercisable for an approximate 9.95%
fully diluted equity interest in NUREIT. However, the Whitehall Group had
asserted that the antidilution provisions contained in the Warrant Agreement and
the SAR Agreement entitled Whitehall to maintain a 19.9% fully diluted equity
interest in NUREIT. Under the Zell Group proposal, to the extent that Whitehall
was entitled to the entire 19.9% fully diluted equity interest, RCPI believed
that its understanding with the Zell Group was that the resulting dilution would
be split evenly between RCPI's stockholders and the Zell Group. At various times
beginning in June 1995, the Whitehall Group had asserted, among other things,
that the 14% Debentures could not be prepaid without its consent. The Special
Committee believed that, absent the ultimate consent of the Whitehall Group or
the development of a structure to permit the repayment of the 14% Debentures
through operation of the cash flow sweep, RCPI might have to file a Chapter 11
petition in order to attempt to close the Zell Group transaction. Despite the
uncertainties surrounding the Zell Group proposal, the Special Committee
concluded at its meeting on August 7, 1995, for the reasons set forth in the
description below of the Board's actions on August 15, 1995, that the Zell Group
proposal was superior to RCPI's other options and recommended its approval by
the Board.

On August 8, 1995, Daniel M. Neidich resigned as a director of RCPI. In his
letter of resignation, Mr. Neidich stated that his resignation did not waive any
of Goldman Sachs's or Whitehall's rights with respect to RCPI, including Goldman
Sachs's right to designate one member of RCPI's Board. Mr. Neidich also stated
in this letter that his primary reason for resigning from the Board was the fact
that he had no involvement in Board matters following his voluntary recusal due
to his Goldman Sachs affiliation. Mr. Neidich further stated that, after having
recused himself from the Board's restructuring discussions, it no longer made
sense to remain on the Board where he could not fully participate or contribute
to matters central to RCPI's future. As a result of the resignation, the members
of the Special Committee were the same as the members of the Board of Directors
and, therefore, the Special Committee did not meet after August 7, 1995. The
members of the Board continued to be Mr. Holloway, Dr. Linneman, Mr. Murdoch and
Mr. Peterson, who were disinterested with respect to the negotiations described
herein.

On August 9, 1995, a representative of EOH contacted the Whitehall Group
about becoming partners with EOH in a proposal to buy 51% of the outstanding
stock of RCPI at $5 per share. No agreements or understandings were reached
between the parties at the time.

33
<PAGE>
On August 11, 1995, Whitehall wrote a letter to RCPI reiterating its
previously stated position that the Whitehall Group would not give its consent
under the Goldman Sachs Financing to the proposed Zell Group transaction, as the
Whitehall Group understood the terms of such proposed transaction, and that it
would pursue all appropriate means to protect its investment in RCPI.

After careful deliberation, on August 15, 1995 the Board determined that the
Zell Group proposal was superior to RCPI's other options. The Board concluded
that both the Zell Group and the Whitehall Group proposals would permit RCPI to
avoid an immediate Chapter 11 filing and would permit RCPI to file a confirmable
Chapter 11 plan in the Borrower's bankruptcy. It also concluded that the
Whitehall Group proposal could be implemented without an RCPI stockholder vote,
while the Zell Group proposal would require a 62.5% stockholders' vote unless
the necessary consents were received from the Whitehall Group. It also concluded
that the Whitehall Group proposal had greater certainty of execution than the
Zell Group proposal, because of, among other things, the uncertainty of the
rights of the Whitehall Group under the Zell Group proposal. On the other hand,
the Board believed that the Zell Group proposal produced a more conservative
capital structure, subjected NUREIT to more flexible covenants than the
Whitehall Group proposal, could permit the future deleveraging of the business
and gave NUREIT the potential ability to expand its business and borrow
additional funds in the market. It also believed that the Zell Group proposal
benefited from EOH's expertise in the property management field and from the
retail and entertainment value added by Disney's participation. The Board
believed that the Gotham proposal did not provide for the long-term viability of
RCPI because the issuance of $30 million of Common Stock to Gotham and the
borrowing of $10 million from Gotham would cover only RCPI's short-term needs.

On August 16, 1995, RCPI and EOH executed a letter of intent with respect to
the Zell Group proposal. In connection with this transaction, RCPI and ZML
entered into an Investment Agreement dated as of August 18, 1995 (the
"Investment Agreement") pursuant to which ZML agreed to lend RCPI $10 million
for working capital purposes and granted RCPI the right to require ZML to
purchase $10 million of Common Stock at $5.59 per share on October 2, 1995 and
$13 million of Common Stock at $5.59 per share on December 5, 1995.

On August 16, 1995, Gotham filed a Schedule 13D with the Commission,
reporting that it had acquired beneficial ownership of 2,124,900 Shares for
investment purposes. These Shares represented a 5.55% beneficial interest in
RCPI's outstanding Common Stock. In the filing, Gotham indicated that it would
seek to assist RCPI in realizing the full value of RCPI's claims in the
Borrower's bankruptcy proceedings.

On August 17, 1995, Tishman Speyer and RGI made a proposal to the Board to
acquire the Mortgage Note and RCPI's other assets, offering to pay $975 million
in cash, together with a 21% equity interest in the acquiring vehicle, for such
assets. After continued discussions between Tishman Speyer and RGI, the proposal
was withdrawn because, according to Tishman Speyer, RGI determined that it was
no longer willing to participate in the ownership of the Property and to make
the additional investments necessary for its continued ownership.

In an August 17, 1995 letter, Peter D. Linneman, Chairman of the Board of
RCPI, responded to Whitehall's August 11th letter, stating that RCPI had
discussed proposals with various parties, including Whitehall, that the Board
had concluded, based on the proposals received to date, that the stockholders of
RCPI would be best served by a plan that kept Rockefeller Center substantially
intact and provided needed capital to RCPI while permitting a reduction in
RCPI's leverage and that the Whitehall Group proposal, as modified, would result
in a debt level higher than the Board was willing to accept at that time.

In August 1995, representatives of each of Gotham and Leucadia independently
contacted Whitehall regarding the possibility of making a joint recapitalization
proposal to RCPI which would include an underwritten rights offering; however,
no specific proposals were discussed and no agreements or

34
<PAGE>

understandings were reached. Whitehall did not pursue serious negotiations with
either Gotham or Leucadia at the time due to the fact that Whitehall believed a
more compelling proposal could be made without Gotham or Leucadia.

Between August 18, 1995 and August 31, 1995, representatives of the
Whitehall Group and EOH and their respective legal counsel held discussions and
exchanged draft letters of intent regarding a possible joint recapitalization
proposal for RCPI, which included a possible investment of $200 million in cash
in RCPI, on the basis of $5.59 per Share, the repayment of the Floating Rate
Notes and the restructuring of other debt of RCPI. On August 31, 1995,
representatives of the Whitehall Group and EOH met with Dr. Linneman and
PaineWebber to discuss the possible recapitalization of RCPI. Subsequently,
negotiations among representatives of EOH, the Whitehall Group and RCPI were
abandoned when the parties could not reach agreement on mutually satisfactory
terms. Thereafter, EOH and RCPI, on the one hand, and the Whitehall Group and
RCPI, on the other, pursued independent discussions regarding RCPI.

On August 28, 1995, Goldman Sachs, on behalf of the Whitehall Group, offered
to waive the $33.7 million mandatory prepayment on the Floating Rate Notes
required by the cash flow sweep, in exchange for a $500,000 waiver fee, which
fee would be added to the balance due on the Floating Rate Notes. RCPI did not
accept this offer because RCPI, as a result of its having entered into the
Investment Agreement with ZML on August 16, 1995, had access to sufficient funds
to enable it to make this mandatory payment and cover its cash requirements
through the end of 1995.

On August 29, 1995, RCPI borrowed $10 million under the Investment
Agreement. On September 1, 1995, RCPI made a mandatory prepayment of $33.7
million on the Floating Rate Notes.

In early September 1995, because of what Gotham described as its unhappiness
with the terms of the Zell Group proposal as embodied in the Zell Group's letter
of intent, representatives of Gotham contacted representatives of the Whitehall
Group again about the possibility of making a joint rights offering proposal to
RCPI. The Whitehall Group and Gotham engaged in broad conceptual discussions
pertaining to the size of any rights offering, the treatment of Whitehall's
Warrants and SARs and the anti-dilution protection afforded the Warrants and
SARs under the Warrant Agreement and the SAR Agreement; however, no specific
proposals were discussed and no agreements or understandings were reached. The
Whitehall Group discontinued its discussions with Gotham because it remained
convinced that it could make a more compelling offer without Gotham.

On September 11, 1995, following further negotiations, RCPI entered into an
Agreement and Plan of Combination dated as of September 11, 1995 (the
"Combination Agreement") with EOH. The principal difference between the
Combination Agreement and the Zell Group proposal reflected in the letter of
intent was that under the Combination Agreement all dilution, damages and
additional costs and expenses relating to or arising out of contractual
agreements between RCPI and the Whitehall Group would be borne by the
stockholders of RCPI and, accordingly, appropriate provision for the payment of
any costs related to any thereof would have to be made by RCPI before any
distribution to RCPI's stockholders of the NUREIT common stock. The Board
considered that there could be substantial costs, expenses and delays associated
with proceeding with a transaction that, in the Board's view, was not clearly
permitted by RCPI's agreements with the Whitehall Group and that, in the
Whitehall Group's view, was clearly prohibited by these agreements. In the view
of the Board, the letter of intent had contemplated that such costs would be
borne equally by RCPI's stockholders and the Zell Group.

At the time the Combination Agreement was executed, the Zell Group and RCPI
reached an agreement in principle with General Electric Company ("GE") under
which its subsidiary, the National Broadcasting Company ("NBC"), would become a
member of the Zell Group and NBC's lease at Rockefeller Center would be amended
in certain respects and guaranteed by GE in order to permit NUREIT to obtain
lease financing on the basis of GE's credit rating, thereby reducing NUREIT's
cost of funds for its financing requirements. At the time that GE's possible
participation in the Zell Group

35
<PAGE>
proposal was revealed, PaineWebber advised RCPI's Board that GE was a
substantial stockholder in PaineWebber. The Board indicated that it did not
believe this relationship compromised PaineWebber's independence.

On September 12, 1995, RCPI received a new proposal dated September 11, 1995
from the Whitehall Group, under which Whitehall or its designee would (i)
purchase 15,384,615 newly issued shares of Common Stock for $6.50 per share, for
an aggregate purchase price of $100 million, (ii) commit to become a standby
purchaser in a publicly registered rights offering of $100 million of newly
issued shares of Common Stock at a price of $6.50 per share and (iii) commit to
underwrite a $50 million equity rights offering within three years, if
determined by the Board to be in the best interests of RCPI. The Whitehall Group
also proposed to purchase $27 million of such Common Stock upon execution of
definitive agreements and to lend RCPI an additional $33 million at that time in
order for RCPI to meet its capital and operating requirements. Under the
proposal, the Whitehall Group would be entitled to participate in the rights
offering as if it owned Common Stock and would be entitled, under the
antidilution provisions in the Warrant Agreement and SAR Agreement, to
additional Warrants and SARs to maintain an 18% fully diluted equity ownership
position in RCPI (rather than the 19.9% interest to which the Whitehall Group
would have been entitled under those Agreements). Under the proposal, depending
on the results of the rights offering, the Whitehall Group would have owned
between 39.9% and 54.6% of the equity of RCPI on a fully diluted basis.

The Whitehall Group proposal also contemplated a debt restructuring of RCPI.
RCPI would redeem the Floating Rate Notes (at the prepayment premium in effect
at the time of prepayment) and the Current Coupon Convertible Debentures. The
14% Debentures would remain outstanding, but the Whitehall Group would agree to
relax certain of the covenants in the Debenture Purchase Agreement, and the
requirement that RCPI retire the 14% Debentures through the cash flow sweep
would be eliminated. RCPI would be permitted to issue up to $350 million
principal amount of new financing, to which the 14% Debentures would be
subordinated. If either (i) notwithstanding the best efforts of RCPI, the Zero
Coupon Convertible Debentures were required to be repaid or (ii) the new
financing could not be arranged at a satisfactory interest rate, RCPI would be
permitted to refinance the Zero Coupon Convertible Debentures by arranging up to
$625 million of new financing. In that event, the 14% Debentures would not be
subordinated to the new financing, and the interest rate on the 14% Debentures
would be reduced to 13% per annum. The Whitehall Group proposal also provided
that Goldman Sachs would have the opportunity to participate as RCPI's financial
advisor in obtaining the new financing.

In addition, the Whitehall Group proposal provided that the Board would be
reconstituted to include the following nine members: (i) the four current
directors, all of whose replacements would be chosen by a nominating committee
consisting of three independent directors and two directors chosen by Whitehall,
(ii) four directors designated by Whitehall and (iii) an independent director
selected by Whitehall from among a list of four new potential directors
nominated by the current directors in good faith. Under the proposal, Goldman
Sachs would have been entitled to customary underwriting fees of 3% of its
commitment in the rights offering, 3% of the purchase price of shares taken up
in the rights offering and 1% of the principal amount of the new financing, plus
reimbursement of expenses. Goldman Sachs would also have been entitled to an $8
million breakup fee if the transaction were not consummated for certain reasons.

On September 12, 1995, the Borrower announced in its Chapter 11 Case that it
was willing to work with RCPI toward a consensual plan of reorganization that
would provide for RCPI to take title to the Property. Following such
announcement, RCPI commenced working with the Borrower to develop such a plan.
See " -- Borrower's Chapter 11 Case".

After receiving the September 11, 1995 Whitehall Group proposal, the Board
instructed PaineWebber to obtain additional information from the Whitehall Group
concerning its proposal. On

36
<PAGE>
September 15, 1995, PaineWebber sent the Whitehall Group a list of questions
and, on September 18, 1995, the Whitehall Group provided a written response to
these questions, clarifying certain aspects of its proposal.

On September 14, 1995, Gotham sent the Board a proposal which provided for a
recapitalization of RCPI. Under its proposal, Gotham would (i) commit to act as
a standby purchaser for an unspecified portion of a $200 million rights offering
of Common Stock at $5.25 per Share, (ii) assist RCPI in identifying standby
purchasers for the balance of such offering and (iii) cause a lender to lend
RCPI $425 million secured by a first mortgage on the Property. The Board did not
consider that this proposal by Gotham was sufficiently definitive to enable the
Board to engage in substantive negotiations with Gotham.

On September 22, 1995, the Board met to consider the Whitehall Group
proposal. During the September 22, 1995 Board meeting, the Board reviewed
preliminary financial analyses prepared by PaineWebber with respect to the terms
of the Zell Combination Agreement and the Whitehall Group proposal. Both
proposals were reviewed by PaineWebber on the basis of the discounted equity
value methodology and the application of the assumptions described below under
"Opinion of PaineWebber", with the exception that the discounted equity
valuations assumed RCPI would acquire ownership of the Property from RGI on
December 31, 1995 as opposed to December 31, 1996. Using the discounted equity
value methodology, PaineWebber preliminarily derived a range of possible equity
values for the Zell Combination Agreement of $4.82 to $8.40 per fully diluted
share of Common Stock using discount rates of 15.0% to 10.0%. For the Whitehall
Group proposal, PaineWebber preliminarily derived a range of possible equity
values of $5.21 to $8.24 per fully diluted share of Common Stock using the same
discount rates.

Under the Combination Agreement, RCPI could not exercise its "fiduciary out"
upon receipt of a competing proposal, unless the Board determined that such
proposal could be financially superior to the transaction contemplated by the
Combination Agreement and was a proposal that, based upon the advice of counsel,
the Board believed it had a fiduciary duty to the stockholders to pursue. After
reviewing with its financial and legal advisors the terms of both the
Combination Agreement and the Whitehall Group proposal, the Board determined
that the Whitehall Group proposal was not financially superior to the
transaction contemplated by the Combination Agreement for substantially the same
reasons discussed above in connection with the Board's determination on August
15, 1995 that the Zell Group transaction was superior to RCPI's other options
available at such time. In particular, the Board concluded that, although the
$6.50 per Share purchase price under the Whitehall Group proposal represented an
18% premium over the $5.50 per Share price under the Combination Agreement at
which the Zell Group would acquire a 50% equity interest in NUREIT, the Zell
Group proposal would produce a more conservative capital structure and provide
for more flexible covenants than those contained in the Whitehall Group
proposal, and could permit future deleveraging of the business, the expansion of
the business and the borrowing of additional funds in the market. The Board also
believed that the Zell Group proposal benefited from EOH's expertise in the
office management field and from the retail and entertainment value added by
Disney's participation. In addition, the Board believed that, under the
Whitehall Group proposal, the Whitehall Group would control many aspects of the
operation of RCPI and the Whitehall Group's position as a debt holder would not
parallel the interests of the stockholders of RCPI.

During the summer of 1995, the Whitehall Group approached Mr. Speyer
regarding RCPI and the Property with a view towards Mr. Speyer serving as the
manager of the Property if the Whitehall Group were to take control of the
Property. The Whitehall Group decided to contact Mr. Speyer because the Board
had expressed to the Whitehall Group on several occasions in response to the
Whitehall Group proposals a concern over who would manage the Property if the
Whitehall Group took control of the Property. Toward the end of September 1995,
the Whitehall Group and Mr. Speyer began discussing the possibility of making a
joint proposal to acquire 100% of the outstanding stock of

37
<PAGE>
RCPI. Shortly thereafter, the Whitehall Group and Mr. Speyer agreed that Mr.
Rockefeller would be invited to participate in such a proposal, and Mr.
Rockefeller in turn presented Exor and Troutlet with the opportunity to
participate in discussions concerning such a possible joint proposal.

On September 27, 1995, the Whitehall Group wrote a letter to RCPI in which
it stated to RCPI that any issuance of Common Stock under the Investment
Agreement to the Zell Group at a price of $5.59 per Share would violate
Whitehall's rights under the Warrant Agreement because the Warrant Agreement
prohibits RCPI from issuing shares of Common Stock at a price below the "fair
market value of Common Stock" (as defined in the Warrant Agreement) without
Whitehall's consent. In the letter, Whitehall, on behalf of GSMC, also offered
to relend to RCPI the $33 million previously repaid by RCPI on September 1 to
solve any additional short-term financing needs of RCPI.

During the last week of September 1995, representatives of the Whitehall
Group and Gotham met to discuss again the possibility of jointly proposing a
transaction that would include a rights offering to the stockholders of RCPI;
however, no specific proposals were discussed and no agreements or
understandings were reached.

On September 28, 1995, Gotham submitted an alternative proposal to RCPI,
which provided for a recapitalization of RCPI. Under its proposal, Gotham would
(i) commit to act as a standby purchaser for an unspecified portion of a $105
million rights offering of Common Stock at $5.50 per Share and assist RCPI in
identifiying standby purchasers for the balance of such offering and (ii) assist
RCPI in identifying standby purchasers for rights not purchased in an additional
$50 million rights offering and in arranging at least $350 million in senior
financing. The Board did not consider that this proposal by Gotham was
sufficiently definitive to enable the Board to engage in substantive
negotiations with Gotham.

On September 29, 1995, at the request of the Whitehall Group,
representatives of the Whitehall Group, Mr. Rockefeller, Tishman Speyer, Exor
and Troutlet met to discuss their possible joint participation in a transaction
to acquire RCPI. On September 30, 1995, representatives of the Whitehall Group,
Mr. Rockefeller and Tishman Speyer (collectively, the "Initial Investors") met
further to discuss the proposed terms of such a transaction and the basis on
which the Initial Investors would participate therein.

On October 1, 1995, the Initial Investors proposed to the Board a cash
merger between RCPI and an affiliate of the Initial Investors, pursuant to which
RCPI's public stockholders would receive $7.75 per Share, net in cash. The
proposal was subject to RCPI's having, immediately prior to consummation of the
transaction, no additional shares of Common Stock outstanding and only those
existing liabilities as were set forth on a schedule to the proposal. The
Initial Investors' proposal was also conditioned upon (i) the acquisition by
RCPI of the Property and related assets pursuant to a confirmed Chapter 11 plan
in the Borrower's bankruptcy case satisfactory to the Initial Investors, (ii)
the approval by the RCPI stockholders of the merger agreement and (iii) the
absence of a material adverse change in the financial condition of RCPI or the
Property. The proposal was not subject to the Initial Investors' obtaining
financing. In addition, the Initial Investors' proposal provided for a $7.5
million breakup fee and reimbursement of all of their expenses.

In connection with the merger proposal, the Initial Investors agreed among
themselves, effective October 2, 1995, to capitalize the acquiring entity with
equity of $440 million, of which the Whitehall Group would contribute $220
million (approximately $38 million to be made through Whitehall's contribution
of all of the outstanding Warrants and SARs, which the Initial Investors agreed
to value at $4.00 per Warrant and SAR, held by Whitehall to the acquiring
entity), Tishman Speyer would contribute $20 million and Mr. Rockefeller
(together with any other investors reasonably acceptable to the Whitehall Group)
would contribute $200 million. The Initial Investors agreed that if on or prior
to October 6, 1995 Mr. Rockefeller had not arranged an investor group reasonably
satisfactory to the Whitehall Group to fund a portion of Mr. Rockefeller's
investment commitment, then Mr. Rockefeller could terminate his participation in
the merger proposal.

38
<PAGE>

On October 2, 1995, RCPI decided not to exercise RCPI's right to cause ZML
to purchase $10 million of Common Stock pursuant to the Investment Agreement.
The Board made this decision because the Initial Investors' proposal, which
seemed attractive enough to warrant being pursued, was conditioned upon RCPI's
not issuing additional shares and because the Board was, in any event, reluctant
to issue additional shares at a price below the then current market price unless
it was essential for RCPI to do so. RCPI's decision is the subject of threatened
litigation. See " -- Certain Litigation".

Periodically, from October 2, 1995 through October 11, 1995, the Initial
Investors held discussions with Exor and Troutlet concerning their possible
participation in the Initial Investors' merger proposal to RCPI. On October 6,
1995, Mr. Rockefeller advised the Whitehall Group and Tishman Speyer that he was
fully committed to participation in the Initial Investors' merger proposal and
he waived any rights to terminate his participation therein. On October 11,
1995, each of Exor and Troutlet agreed to participate in the merger proposal,
thus becoming Investors. Of the $200 million that Mr. Rockefeller had agreed to
contribute to the acquiring entity, Exor and Troutlet each agreed to contribute
$90 million. On November 7, 1995, Rockprop became an Investor when Tishman
Speyer designated Rockprop, an affiliate of Tishman Speyer, as its successor to
all of its rights and obligations under the various agreements among the
Investors.

On October 3, 1995, the Initial Investors delivered a form of Agreement and
Plan of Merger to RCPI incorporating the terms of their merger proposal.

Beginning October 4, 1995, RCPI and its advisors negotiated with the Initial
Investors and their advisors on the terms of the Initial Investors' merger
proposal. During the course of these negotiations, RCPI countered with a
proposal for an $8.75 per Share all-cash transaction.

On October 5, 1995, EOH sent RCPI a proposal, which EOH described as an
enhancement of the transaction contemplated by the Combination Agreement and
which included the following modifications:

(i) EOH offered to reduce its investment from $250 million to $150
million and to underwrite a $100 million rights offering for shares of
NUREIT at $5.50 per share.

(ii) If the Whitehall Group would agree to waive certain of its rights
and consent to a closing under the Combination Agreement prior to December
31, 1995, NUREIT would offer to pay the Whitehall Group $30 million in cash
in exchange for cancelation of the Warrants and the SARs and the Whitehall
Group's consent to the prepayment in full of the Floating Rate Notes and the
14% Debentures without premium.

Alternatively, EOH indicated that it would consider restructuring its
investment to provide for an outright purchase of the Mortgage Note for a
mutually agreeable price in cash or a combination of cash and participating debt
securities (which, after making appropriate provision for RCPI's liabilities,
could be distributed to RCPI's stockholders).

On October 6, 1995, Gotham revised its proposal to include up to $150
million in subordinated financing. In addition, Gotham responded to a written
request from RCPI's advisors for more detailed information with respect to its
proposal, clarifying certain aspects of its proposal. Even after certain aspects
of this Gotham proposal had been clarified, the Board did not consider that it
was definitive enough to warrant engaging in substantive negotiations with
Gotham.

On October 9, 1995, the Initial Investors sent a letter to the Board,
stating that the Initial Investors believed that their merger proposal would
require a "downward price adjustment" due to the existence of additional
liabilities of RCPI that were not known to them at the time they made their
original merger proposal, which were comprised of approximately $12 million of
unanticipated additional expenses that had been incurred by RCPI and between $15
million and $50 million of liabilities that RCPI informed the Initial Investors
might have to be assumed, depending upon negotiations with the Borrowers, in
connection with the transfer of the Property to RCPI under the Chapter 11 Plan.

39
<PAGE>
On October 16, 1995, the Board held a meeting to review all of the then
current alternatives with respect to proposed investments in and acquisitions of
RCPI. In addition to the proposals of the Zell Group, the Investors and Gotham,
the Board reviewed with its financial and legal advisors the possibility of an
independent rights offering made by RCPI. The Board instructed PaineWebber and
RCPI's legal advisors to continue to evaluate the various proposals RCPI had
received.

Following the Initial Investors' October 1 merger proposal, the Board
extensively reviewed with its advisors the desirability of two modifications to
the merger proposal: (i) giving each of RCPI's public stockholders the choice of
accepting either an all-cash purchase price or a combination of a reduced cash
purchase price and a participating security and (ii) requiring the Whitehall
Group to agree to a rights offering in the event that RCPI's stockholders failed
to approve the Merger Agreement.

At its meeting on October 16, 1995 and at meetings on October 19 and 23,
1995, the Board discussed a proposal developed by RCPI's advisors under which
each stockholder would have the alternative of selecting either (i) a cash
payment for each Share held, which was assumed to be in the range from $8.00 to
$8.75 or (ii) a combination of an assumed $6.00 per Share in cash and a
participating security valued at between $2.00 and $2.75 per Share. Various
participating securities were analyzed, including common equity in a new REIT
that would own a minority interest in the entity that would own the Property
following the Merger; a contingent value right, the value of which would depend
on the Property's appraised value at December 31, 2000; a five-year
participating subordinated debenture that would pay at maturity its face amount
or, if greater, an amount based on the then appraised value of the Property and
a five-year convertible subordinated debenture, the terms of which would permit
the holders thereof, at maturity, either to receive its face amount or to
convert it into publicly traded shares of the entity that then owned the
Property. The Board and its advisors recognized that any participating security
would be a complex instrument to create and would be difficult to value. In
particular, the Board and its advisors were concerned that a security whose
value depended on a future appraisal of the Property was subject to the inherent
subjectivity of any real estate appraisal and that, if a convertible security
were created, the stockholders of RCPI would necessarily be minority
stockholders (or future minority stockholders) in the entity that owned the
Property. In addition, the Board and its advisors thought that the terms of a
participating security whose value depended on an appraisal would have to
include constraints on the flexibility of the Investors in managing the Property
prior to the appraisal and that such constraints would be difficult to agree
upon.

During October 1995, the Board and its advisors also developed a proposal
under which the Whitehall Group would agree to a rights offering by RCPI in the
event that RCPI's stockholders failed to approve the Merger Agreement. Under
this proposal, the Whitehall Group would agree to permit RCPI to conduct a
publicly registered rights offering of Common Stock of up to approximately $230
million at a discount from the market value of the Common Stock. The net
proceeds of the rights offering would be used to repay the Floating Rate Notes
and for general corporate purposes. The proposal provided that most of the
material covenants in the 14% Debentures, the Warrant Agreement and the SAR
Agreement would be eliminated or relaxed.

After initial discussion of these proposals with the Whitehall Group and its
advisors, the Investors informed representatives of RCPI that they would be
highly unlikely to proceed with a transaction involving a participating
security. For these reasons and in view of the disadvantages of a participating
security and the interest shown by Gotham and other large RCPI stockholders in a
rights offering, the Board concluded that it should pursue the rights offering
proposal. Between October 27 and November 7, 1995, RCPI and its advisors and the
Whitehall Group and their advisors met on several occasions and exchanged a
number of drafts regarding the terms of a rights offering proposal. Throughout
the negotiations, RCPI made clear to representatives of the Whitehall Group that
an accord on the Rights Offering was an integral component of RCPI's evaluation
of the Investors' Merger proposal. In early negotiations, the Whitehall Group
had requested, in return for its consent to a rights offering (i) the right to
participate fully in the Rights Offering; (ii) the right to maintain up to

40
<PAGE>

an 18% equity interest on a fully diluted basis following the Rights Offering;
(iii) the right to fully convert all Warrants to SARs; (iv) the rights to
reconstitute the Board with nominees of the Investors constituting 50% of the
Board; (v) the limitation on subordination of the 14% Debentures to $625 million
in senior debt; and (vi) the right to underwrite any Rights Offering.

The Board negotiated the rights offering proposal in conjunction with the
Merger Agreement to provide RCPI with a pre-negotiated means to raise the funds
it would require to be able to acquire the Property and service its obligations
if the Merger Agreement were not approved by RCPI's stockholders. The fact that
the Whitehall Group was willing to agree in advance to waive prohibitions in the
Goldman Sachs Financing to permit the Rights Offering positively influenced the
Board's considerations regarding the Merger.

On October 27, 1995, EOH, on behalf of the Zell Group, sent RCPI an
alternative proposal to purchase the Mortgage Note from RCPI for a price of
$1.16 billion, consisting of $1.03 billion in cash and a $135 million note
secured by a second mortgage on the Property and guaranteed by GE as to
principal only. Such note would bear interest at 6%, payable monthly, and would
mature in 12 years. RCPI would have to transfer the Mortgage Note free and clear
of all liens and the Zell Group would not assume any of RCPI's debt or other
liabilities. The alternative proposal also provided that the Zell Group would be
responsible for completing a plan of reorganization with the Borrower's
stockholders. In addition, the proposal provided that RCPI would not be entitled
to a "fiduciary out", that the Zell Group would be entitled to a breakup fee of
$25 million (which amount included the $9.6 million breakup fee provided in the
Combination Agreement) and that, if the transaction did not close, RCPI would
reimburse certain of the Zell Group's expenses. The proposal was conditioned on,
among other things, RCPI's closing within five days on the sale of $10 million
of Common Stock to ZML pursuant to the Investment Agreement, final GE approval
of the transaction and RCPI's termination of discussions with the Whitehall
Group and Gotham. In the proposal, EOH characterized the offer as representing a
total value of approximately $9.00 per Share, without accounting for the
Warrants and SARs.

At a Board meeting on October 31, 1995, the Board reviewed a preliminary
financial analysis prepared by PaineWebber of the Zell alternative proposal to
acquire the Mortgage Note. The methodology used by PaineWebber to value the
proposal involved dividing the offer into a cash component and a debt component.
To value the cash component, PaineWebber calculated the cash distribution per
fully diluted share upon closing, after payment of all of RCPI's debt and other
liabilities. To value the debt component of the proposal, the debt was further
divided into a principal component and an interest component. The principal
component, which would have been guaranteed by GE, was valued by discounting the
principal amount per share of Common Stock upon maturity in 12 years at a
discount rate of 6.5%, the rate for GE debt obligations of similar maturity. The
interest component was valued by discounting such coupon payments at discount
rates of 10.0% to 12.0%, which reflected both the lack of a guarantee on the
interest payments and the subordination of the debt to a first mortgage. Using
this methodology and assuming a closing date of December 31, 1995, PaineWebber
preliminarily derived a range of possible values of $7.65 to $7.76 per fully
diluted share using discount rates on the interest component of 12.0% to 10.0%.
Assuming a closing date of March 31, 1996, PaineWebber preliminarily derived a
range of possible values of $7.11 to $7.23 per fully diluted share using the
same discount rates on the interest component. The Board did not respond to
EOH's alternative proposal and it expired according to its terms.

Negotiations between RCPI and the Investors were concluded on November 7,
1995. RCPI was represented in these negotiations by Dr. Linneman, Chairman of
the Board of RCPI, PaineWebber and Shearman & Sterling. At the end of these
negotiations, RCPI and the Investors agreed on a cash merger price of $8.00 per
Share and the Investors agreed to reduce their breakup fees from $7.5 million to
$6.5 million and to a $2.5 million cap on RCPI's obligation to reimburse the
expenses of the Investors and their affiliates if the Merger Agreement were
terminated. GSMC agreed to lend RCPI

41
<PAGE>
up to $45 million to be evidenced by additional Floating Rate Notes issued upon
terms more favorable to RCPI than the terms contained in the GSMC Loan Agreement
in order to permit RCPI to repay ZML's loan under the Investment Agreement and
to pay certain permitted expenses.

The Merger Agreement, as did the Combination Agreement, provides for
indemnification of agents of RCPI, as well as RCPI's officers and directors. The
Combination Agreement had been structured as a sale of assets as opposed to a
merger, and indemnification obligations to officers, directors and agents of
RCPI would have been liabilities of RCPI for which provision would have had to
be made prior to making any distributions to stockholders of RCPI from the
proceeds of such asset sale. Accordingly, it was a major point in the
negotiations of the Combination Agreement that the responsibility for any
indemnification obligations be assumed by the entity (NUREIT) acquiring RCPI's
assets. This approach, which is customary in transactions of this type, was
carried over into the negotiation of the Merger Agreement.

On November 7, 1995, the Board, whose members were neither employees of RCPI
nor affiliates of the Whitehall Group, held a meeting to consider the final
terms of the Merger Agreement, the Rights Offering Agreement and the other
documents to be delivered in connection therewith. At that meeting, PaineWebber
made a presentation to the Board in which PaineWebber delivered to the Board
certain financial analyses, including the financial analyses described under
"Opinion of PaineWebber" below, a review of RCPI and its historical results of
operations and stock prices, leasing activity with respect to the Property and
information relating to the Midtown Manhattan real estate market, as well as the
cash flow estimates provided to PaineWebber by RCPI for the period from November
1995 through March 1996. The analyses are filed as an exhibit to the Schedule
13E-3 filed with the Commission in connection with the Merger. The description
of such analyses is qualified in its entirety by reference to the text of such
analyses. PaineWebber delivered its oral opinion to the Board that the Merger
Agreement was fair from a financial point of view to RCPI's stockholders. See
"-- Opinion of PaineWebber". The Board determined that the Merger Agreement,
together with the related agreements, were financially superior to the
Combination Agreement and superior to the other proposals made by the Zell Group
and Gotham and to any independent alternative available to RCPI for the reasons
set forth below under "Fairness of the Merger". For these reasons, the Board
unanimously voted to terminate the Combination Agreement and to approve the
Merger Agreement.

The Combination Agreement was terminated and the Merger Agreement was
executed on November 7, 1995. On November 8, 1995, GSMC made available to RCPI
$10.2 million under a supplement to the GSMC Loan Agreement (pursuant to the
arrangements described under "The Merger -- The Merger Agreement -- GSMC Loans")
and RCPI repaid the principal and accrued interest on ZML's $10 million loan
under the Investment Agreement.

On November 7, 1995, the Whitehall Group and RCPI entered into the Rights
Offering Agreement. In the Rights Offering Agreement, the Whitehall Group agreed
that, should the stockholders of RCPI fail to approve the Merger Agreement at
the Special Meeting (unless such failure is due to RCPI's breach of the Merger
Agreement), RCPI would have the right, within 30 days after the Special Meeting,
to conduct a $200 million registered rights offering (the "Rights Offering") at
a price set by the Board, but in no event less than $6.00 per Share, that
Goldman Sachs would have the opportunity, but not the obligation, to underwrite
and lead manage the rights offering on customary terms and that PaineWebber
would have the opportunity, but not the obligation, to co-underwrite up to 50%
of the rights offering on the same terms. The parties further agreed that, in
conjunction with the Rights Offering, the Board would be reconstituted to
include two of the current directors, Mr. Jerry I. Speyer, one director
designated by Goldman Sachs pursuant to the Board Letter and an independent
director selected by Whitehall from a list of three potential directors
nominated by the current directors. The reconstitution of RCPI's Board would not
be subject to a vote or approval by RCPI's stockholders. The parties also agreed
that, if the Rights Offering were consummated, the holders of the Warrants and
the SARs would not be entitled to participate in the Rights Offering, but would
be entitled to additional Warrants and SARs in order to maintain their 19.9%
fully diluted equity ownership

42
<PAGE>

position in RCPI, and Whitehall would receive additional three-year rights to
purchase a number of shares of Common Stock equal to $42 million divided by the
rights offering price plus $1.00 for two years and at the rights offering price
plus $1.50 for the third year. Assuming the rights offering were fully
subscribed, the rights offering price were $6.00 per Share and no additional
shares of Common Stock (or rights to purchase Common Stock) were issued by RCPI,
the holders of the Warrants, SARs and additional rights would be entitled, upon
full exercise thereof, to 24.9% of the equity of RCPI. However, as a result of
the Limit, the Whitehall Group would not be able to hold Warrants, additional
rights and Shares equalling more than 9.8% of the outstanding Shares at any
time; therefore, any other equity related holdings by the Whitehall Group would
have to be in the form of SARs (whose conversion into Warrants is subject to
compliance with the Limit) or some other form of security that would give the
Whitehall Group the economic equivalent of a Share but would not give the
Whitehall Group the right generally to vote.

In the Rights Offering Agreement, the parties have agreed that any Warrants
may be converted to SARs at the option of the holders thereof, provided that,
once $6 million of 14% Debentures have been issued in connection with the
exercise of SARs that had been converted pursuant to this allowance or acquired
upon conversion of additional rights, any subsequent 14% Debentures issued in
connection with the exercise of SARs that had been converted pursuant to this
allowance or acquired upon acquisition of additional rights would be prepayable
by RCPI at any time at par. In the Rights Offering Agreement, the parties have
also agreed that the proceeds of the Rights Offering would be used to redeem the
Floating Rate Notes; in addition, if the Rights Offering were consummated and
all of the Shares offered were subscribed for, the covenants governing the 14%
Debentures would be amended to allow RCPI to, among other things, issue an
additional amount of senior debt and unsecured debt, relax the limitation on
incurring debt to acquire assets, eliminate the limitations on transactions with
affiliates and thus allow RCPI to enter into any transactions with affiliates
without the transaction having to meet a comparable arms-length transaction
test, permit RCPI to enter into a credit lease financing arrangement relating to
a lease from, or guaranteed by, GE, and eliminate the restrictions on RCPI
incurring operating lease obligations. The parties have also agreed that, in
connection with the Rights Offering, certain changes would be made in the terms
of the Warrants and SARs, including the elimination of the existing required
consent of the holders thereof to issuances of Common Stock for cash or property
at a price less than the "fair market value of the Common Stock". The Rights
Offering Agreement is attached hereto as Annex B and is more fully described in
"The Merger -- The Rights Offering Agreement".

In the Merger Agreement, the Investors agreed that of the $306.09 million
aggregate Merger Consideration, $134.03 million, $15.64 million, $15.64 million,
$70.39 million and $70.39 million would be contributed by Whitehall, Rockprop,
Mr. Rockefeller, Exor and Troutlet, respectively. As permitted by the Merger
Agreement, Mr. Rockefeller intends, prior to the consummation of the Merger, to
assign his rights and obligations under the Merger Agreement to one of his
controlled affiliates. Additionally, as permitted by the Merger Agreement,
Troutlet has designated each of Gribble and Weevil to contribute $27.37 million
of the $70.39 million that Troutlet has committed to contribute. Concurrently
with the execution of the Merger Agreement, the Investors entered into a letter
agreement, establishing certain mechanisms to govern the relationship among the
Investors relating to the exercise of Holdings's rights (each, an "Approval
Right") under the Merger Agreement to take any action or approve, consent to or
waive any action or matter. If an Investor objects to the specific exercise of
an Approval Right, Holdings may not exercise the Approval Right unless the
remaining Investors assume all of the obligations of the objecting Investor
under the Merger Agreement.

43
<PAGE>
RECOMMENDATION OF THE BOARD

On November 7, 1995, the Board unanimously approved the Merger Agreement,
determined that the Merger Agreement is fair to and in the best interests of
RCPI and its stockholders and recommended that all stockholders of RCPI approve
and adopt the Merger Agreement. ACCORDINGLY, THE BOARD UNANIMOUSLY RECOMMENDS
THAT THE STOCKHOLDERS OF RCPI VOTE FOR APPROVAL AND ADOPTION OF THE MERGER
AGREEMENT.

FAIRNESS OF THE MERGER

BOARD. In reaching its fairness determination, the Board considered the
following factors:

(a) The fact that (i) the $8.00 per Share Merger Consideration
represents a 55.4% premium over the $5.15 average closing sales price for
the Shares on the NYSE for the 30 calendar days ended August 1, 1995 (the
last trading day prior to the publication of a newspaper article stating
that Disney and an unnamed investment partner would be bidding against
several other companies for the Property), a 28.9% premium over the $6.21
average closing sales price for the Shares on the NYSE for the 30 calendar
days ended May 9, 1995 (the last trading day prior to the publication of a
newspaper article stating that the Borrower was considering filing for
protection under the Bankruptcy Code in the immediate future), and a 6.6%
premium over the $7.50 closing sales price on the NYSE on November 6, 1995
(the day preceding the date of announcement of the Merger Agreement) and
(ii) the Shares did not trade at a price in excess of $6 7/8 per Share
during the year preceding the Borrower's bankruptcy filing. On nine days
during October 1995, Shares were traded at prices between $8 and $8 3/8. The
Board believed that these prices were achieved as a result of market
speculation during the period the Board was considering competing proposals
submitted by the Investors, the Zell Group and Gotham. See "Market Prices
and Dividends on RCPI Common Stock".

(b) The agreement of the Whitehall Group to cooperate in a $200 million
rights offering and debt and equity restructuring on the terms contemplated
by the Rights Offering Agreement in the event that the Merger Agreement is
not approved and adopted by the stockholders of RCPI and RCPI decides to
conduct such an offering.

(c) The substantial risk that the consummation of the Combination
Agreement and the other Zell Group proposals might not occur or might be
significantly delayed as a result of legal challenges brought by the
Whitehall Group.

(d) The substantial risk that the consummation of the Gotham proposals,
or an independent rights offering by RCPI, might not occur or might be
significantly delayed as a result of legal challenges brought by the
Whitehall Group. In evaluating the possible legal challenges the Whitehall
Group might raise to the consummation of the Zell or Gotham proposals or any
independent rights offering by RCPI, the Board was mindful, in particular,
that all of such proposals involved a need to borrow funds on the security
of RCPI's interest in the Property which is represented by the Mortgage
Note. The Mortgage Note was pledged to secure the Whitehall Group debt (and
the Convertible Debentures), and these financings could not be effected
unless and until the lien held by the Whitehall Group had been discharged.
The Board was advised that securing a release of this lien without the
Whitehall Group's consent would be expensive and time consuming and subject
to the inherent uncertainties of the litigation process.

(e) The substantial risks to RCPI and its stockholders if RCPI filed for
bankruptcy protection under Chapter 11 of the Bankruptcy Code, an action
which the Special Committee and the Board considered taking as part of their
evaluation of RCPI's alternatives and which the Special Committee and the
Board believed RCPI might be required to do if it did not enter into a
financing or acquisition transaction following the Borrower's bankruptcy.

(f) The Board's belief that, in the absence of the existence of a
possible transaction involving the Shares, it was probable that the Shares
would trade at prices significantly below $8.00 per

44
<PAGE>

Share. The Board's belief was based on the historical trading activity of
the Shares, the potential liquidity problems facing RCPI in the absence of a
transaction and the likely impact of an RCPI bankruptcy filing (which the
Board believed might be necessary).

(g) The absence of any firm proposals from prospective purchasers to
acquire the Shares for cash at a price equal to or better than the Merger
Consideration despite the widespread publicity regarding RCPI that existed
following the May 11, 1995 bankruptcy filing by the Borrower, the July 21,
1995 public announcement by RCPI that it was exploring strategic
alternatives, the public announcement of the various acquisition proposals
made to RCPI and the numerous preliminary indications of interest received
by RCPI. See "-- Background of the Merger".

(h) The Board's belief that the Merger represented a financially
superior transaction to the alternate transactions under consideration by
the Board, including the Combination Agreement and the various proposals
submitted by the Zell Group for the reasons described in factors set forth
in paragraphs (a), (c), (d), (l), (m) and (n).

(i) The opinion of PaineWebber that, as of November 7, 1995, the Merger
Consideration was fair from a financial point of view to RCPI and its
stockholders. See "-- Opinion of PaineWebber".

(j) The Board's belief that the fact that the Merger Consideration is
less than the historical net book value per Share ($9.03 per Share at
September 30, 1995) was not relevant because for the last several years the
Common Stock has traded at a substantial discount from book value, which
reflects the value at which the Mortgage Note has been carried on RCPI's
books.

(k) The fact that, following consummation of the Merger, the current
stockholders of RCPI will no longer be able to participate in any potential
increases in value of the Property.

(l) The fact that the Combination Agreement and later Zell Group
proposals were structured as a sale of assets in which the acquiring group
was only responsible for certain liabilities of RCPI and, as a consequence,
the risk that the consideration ultimately received by the stockholders of
RCPI would be significantly reduced by the exposure of RCPI's stockholders
to liabilities not assumed by the acquiring group.

(m) The fact that the Merger Agreement is structured so that the current
stockholders of RCPI would not be exposed to any liabilities of RCPI if the
Merger is consummated.

(n) The fact that the Combination Agreement was structured so that the
value of the consideration to be received ultimately by RCPI's stockholders
could be significantly reduced by the effects of the antidilution provisions
of the Warrant Agreement and the SAR Agreement which, in the Board's view,
the Whitehall Group was likely to seek to enforce.

(o) The requirement that the Merger Agreement be approved and adopted by
the holders of a majority of the Shares. See "The Merger -- The Merger
Agreement -- Conditions to the Merger".

(p) In the event that the stockholders of RCPI retained an interest in
RCPI or its successor, the significant risks to RCPI's stockholders from
investing in RCPI after the Property had been transferred to RCPI, including
the dependence on a single asset, the continued significant cash flow
deficits expected to be generated by the Property and the highly leveraged
condition of RCPI or its successor at least in the years immediately
following such transaction.

(q) The fact that the Merger Agreement permits RCPI at any time prior to
the Closing to provide information concerning RCPI and the Property to third
parties in response to requests therefor and to enter into discussions with
any unsolicited third party regarding an alternative transaction if the
Board believes, based on advice of outside legal counsel, that it has a
fiduciary duty to do so. See "The Merger -- The Merger Agreement --
Exclusivity".

45
<PAGE>
(r) The fact that the Merger Agreement is not subject to a due diligence
or financing condition in favor of the Investors and the consequent
likelihood that the Merger Agreement will be consummated expeditiously.

(s) The negative implications of terminating the Combination Agreement,
namely that such termination may result in the payment to the Zell Group of
a breakup fee and expenses in an aggregate amount of $11.6 million.

(t) The Board's belief that further negotiations would not have produced
a price higher than $8.00 per Share and might have jeopardized the
possibility of reaching an agreement with the Investors with respect to the
Merger and the Rights Offering Agreement.

(u) The agreement of GSMC to supplement the GSMC Loan Agreement to
permit RCPI to borrow additional amounts of up to $45 million to pay certain
expenses on the terms set forth in the Merger Agreement. See "The Merger --
The Merger Agreement -- GSMC Loans".

In view of the wide variety of factors considered in connection with its
evaluation of the Merger Agreement and the Merger, the Board did not find it
practicable to, and did not, quantify or otherwise assign relative weights to
the specific factors considered in reaching its determination. In addition, the
Board did not undertake to determine the degree to which each of the enumerated
factors was favorable or unfavorable; however, the discussions among the members
of the Board evidenced the general view that the factors set forth in paragraphs
(a), (b), (c), (d), (e), (f), (g), (h), (i), (l), (m), (n), (o), (p), (q), (r),
(t) and (u) generally were favorable to the Board's determination to approve the
Merger Agreement, the factors set forth in paragraphs (k) and (s) generally were
unfavorable to the Board's determination and the factor set forth in paragraph
(j) was neither favorable nor unfavorable.

RCPI's analysis did not accord significant weight to the liquidation value
of RCPI because, given that RCPI owns a single asset (the Mortgage Note), a sale
of RCPI has essentially the same economic effect as a liquidation.

Because the members of the Board are not affiliated with the Investors, the
Board did not believe it was necessary to retain an unaffiliated representative
to act solely on behalf of the public stockholders of RCPI for the purpose of
negotiating the Merger Agreement with the Investors. Similarly, no provision has
been made in connection with the Merger Agreement to allow stockholders to
obtain access to RCPI's corporate files or to obtain counsel or appraisal
services at the expense of RCPI or the Investors.

WHITEHALL AND GS GROUP. Whitehall and GS Group have reviewed the factors
considered by the Board in reaching its determination on the Merger and believe
that these factors provide a reasonable basis for Whitehall and GS Group to
believe, as they do, that the Merger is fair to the stockholders of RCPI. This
belief should not, however, be construed as a recommendation by Whitehall or GS
Group to RCPI's stockholders to vote to approve and adopt the Merger Agreement.
Whitehall and GS Group have not quantified or assigned specific relative weights
to any of these factors; they have relied principally on, and have adopted as
their own, the conclusion of the Board that the Merger is fair to RCPI's
stockholders.

INTEREST OF CERTAIN PERSONS IN THE MERGER

DIRECTORS AND OFFICERS

Upon consummation of the Merger, the Company's executive officers and
directors will receive, in the aggregate, $87,456 ($8.00 for each of 10,932
Shares) in Merger Consideration.

46
<PAGE>

Directors' and officers' indemnification and insurance policies will be in
effect for six years from the Effective Time (as defined below) with respect to
matters occurring before the Effective Time, provided that, in the case of
insurance, such insurance is available on commercially reasonable terms. See
"The Merger -- The Merger Agreement -- Indemnification and Insurance".

(a) If Mr. Scarlata's employment with RCPI is terminated (other than
pursuant to three years' notice or for cause) following approval of the
Merger by the stockholders of RCPI, he will be entitled to receive from RCPI
a lump sum payment equal to the present value of three years' annual salary
and if, in the reasonable judgment of the Board, Mr. Scarlata assisted RCPI
in consummating the Merger, a cash bonus of $75,000. In addition, Mr.
Scarlata will be entitled to life, health and dental insurance and
retirement benefits for a three-year period beginning on the date of the
termination of his employment. Mr. Scarlata's current annual salary is
$250,000.

(b) If Ms. Young's employment with RCPI is terminated (other than
pursuant to two years' notice or for cause) following approval of the Merger
by the stockholders of RCPI, she will be entitled to receive from RCPI a
lump sum payment equal to the present value of two years' annual salary and
if, in the reasonable judgment of the Board, Ms. Young assisted RCPI in
consummating the Merger, a cash bonus of $20,000. In addition, Ms. Young
will be entitled to life, health and dental insurance and retirement
benefits for a two-year period beginning on the date of the termination of
her employment. Ms. Young's current annual salary is $100,000.

(c) If Ms. King's employment with RCPI is terminated (other than
pursuant to one year's notice or for cause) following approval of the Merger
by the stockholders of RCPI, she will be entitled to receive from RCPI a
lump sum payment equal to the present value of one year's annual salary and
if, in the reasonable judgment of the Board, Ms. King assisted RCPI in
consummating the Merger, a cash bonus of $20,000. In addition, Ms. King will
be entitled to life, health and dental insurance and retirement benefits for
a one-year period beginning on the date of the termination of her
employment. Ms. King's current annual salary is $100,000.

(d) If Mr. Sandberg's employment with RCPI is terminated prior to April
16, 1996 (other than for cause or pursuant to a determination by RCPI that
Mr. Sandberg is unable to devote substantially all of his business time to
the discharge of his duties to RCPI) or his employment is not extended
beyond April 16, 1996, he will be entitled to receive from RCPI a lump sum
payment equal to $120,000.

It is anticipated that, upon consummation of the Merger, the employment of each
of the above executive officers of RCPI will be terminated.

On November 28, 1995, the Board agreed to pay Dr. Peter D. Linneman,
Chairman of the Board of RCPI, a bonus of $200,000 upon consummation of the
Merger or a similar transaction that results in receipt by RCPI stockholders of
consideration at least equal value to the RCPI stockholders, in recognition of
the substantial services he performed for RCPI in connection with transactions
considered by the Board in 1995, including the Merger Agreement.

Each of the indemnification, insurance, employment, severance and change of
control and bonus arrangements described above grants rights to the relevant
directors and officers of RCPI that are in addition to the rights such directors
and officers enjoy solely in their capacity as stockholders. Therefore, they
have interests in these arrangements that potentially conflict with those of
RCPI and its other stockholders.

47
<PAGE>

AFFILIATES

As a result of their investment in RCPI through the Goldman Sachs Financing
(as defined below), GS Group and Whitehall may have interests that conflict with
those of the stockholders of RCPI. GS Group and Whitehall believe that, by
acquiring the entire equity interest in RCPI (with the other Investors) through
the Merger, they will be better able to protect such investment. In addition,
Whitehall and GS Group seek to acquire RCPI because they believe that they can
more effectively and efficiently manage the property as a privately held
company. See "Special Factors -- Reasons for the Transaction". Daniel M.
Neidich, a general partner of GS Group, was a director of RCPI from December 29,
1994 until August 8, 1995. Mr. Neidich received directors' fees of $21,500 and
was the beneficiary of directors' and officers' indemnification and insurance
policies during such period.

VOTE OF DIRECTORS AND OFFICERS OF RCPI

To RCPI's knowledge after reasonable inquiry, each of RCPI's executive
officers and directors (who hold in the aggregate 10,932 Shares (approximately
.03% of the outstanding Shares)) intends to vote all Shares held of record or
beneficially owned by such person for the approval and adoption of the Merger
Agreement. Except for the recommendation of the Board contained in this Proxy
Statement, to RCPI's knowledge after reasonable inquiry, no executive officer or
director of RCPI has made a recommendation to the stockholders of RCPI in
support of or opposed to the approval and adoption of the Merger Agreement.

OPINION OF PAINEWEBBER

RCPI originally engaged Kidder Peabody in 1993 to provide certain financial
advisory services to RCPI, which engagement was subsequently assigned to, and
assumed by, PaineWebber on December 9, 1994. In connection with the engagement,
the Board requested that PaineWebber render an opinion as to whether the Merger
Consideration is fair, from a financial point of view, to the holders of Common
Stock.

On November 7, 1995, PaineWebber delivered its oral opinion to the Board to
the effect that, as of such date, the $8.00 per Share in cash to be received by
the holders of Shares pursuant to the Merger Agreement was fair from a financial
point of view to RCPI's stockholders. PaineWebber has subsequently confirmed
such opinion by delivery of its written opinion dated as of the date of this
Proxy Statement. PaineWebber's opinion does not constitute a recommendation to
any stockholder of RCPI as to how such stockholder should vote with respect to
the Merger. Additionally, PaineWebber's engagement does not contemplate delivery
of any other updated opinion prior to the Special Meeting or consummation of the
Merger.

The full text of the written opinion of PaineWebber, which sets forth the
matters considered and limitations on the review undertaken in connection with
such opinion, is attached hereto as Annex C and is incorporated by reference
herein. HOLDERS OF SHARES ARE URGED TO READ SUCH OPINION CAREFULLY AND IN ITS
ENTIRETY.

In connection with its opinion, PaineWebber, among other things: (i)
reviewed certain financial and other information that was publicly available or
furnished to PaineWebber by or on behalf of RCPI, including certain internal
analyses, financial forecasts and assumptions, reports and other information
prepared by RCPI's management and/or its representatives; (ii) held discussions
with management of RCPI concerning RCPI's historical and current operations,
financial condition and prospects; (iii) reviewed the price and trading history
of the Common Stock and compared such price and trading history with that of
publicly traded companies which PaineWebber deemed relevant; (iv) compared the
financial position and operating results of RCPI with that of certain publicly
traded companies which PaineWebber deemed relevant; (v) reviewed the proposed
financial terms of the Merger and compared such terms with the financial terms
of certain other transactions that PaineWebber deemed relevant; (vi) reviewed
the Merger Agreement and a draft of this Proxy Statement as proposed to be filed
with the Commission; and (vii) conducted such other financial studies, analyses
and investigations and reviewed such other factors as PaineWebber deemed
appropriate for purposes of its opinion.

48
<PAGE>

In rendering its opinion, PaineWebber relied on the accuracy and
completeness of all financial and other information reviewed by it that was
publicly available or furnished or otherwise communicated to it by or on behalf
of RCPI, and it has not independently verified such information. PaineWebber
assumed that the financial forecasts examined by it were reasonably prepared on
bases reflecting the best currently available estimates and good faith judgments
of the management of RCPI as to the future performance of RCPI and the Property.
PaineWebber did not undertake an independent evaluation or appraisal of the
assets or liabilities (contingent or otherwise) of RCPI. PaineWebber was
furnished with the Douglas Elliman 1994 Appraisal, upon which PaineWebber
relied. PaineWebber assumed that all material liabilities (contingent or
otherwise, known or unknown) of RCPI are as set forth in RCPI's consolidated
financial statements. In addition, RCPI advised PaineWebber that, in the absence
of the Merger or an alternative comparable transaction, RCPI would not, in the
reasonably near term, be able to meet its debt service obligations and would not
be in compliance with certain of its loan covenants, which could lead to the
commencement by RCPI of a case under Chapter 11 of the Bankruptcy Code.
PaineWebber assumed, with the consent of RCPI, that certain alternative
transactions proposed to RCPI were not feasible due to existing contractual
obligations of RCPI. RCPI's Board agreed that PaineWebber could make this
assumption for purposes of its opinion because consummation of any of these
alternative transactions would have required the consent of the Whitehall Group
(which the Whitehall Group had indicated it would not provide) or the
institution of litigation against the Whitehall Group (the outcome of which
could not be predicted with certainty and which might have been protracted) or
the commencement of a Chapter 11 case by RCPI.

PaineWebber's opinion does not address any possible rights offering by RCPI
in the event the stockholders do not approve the Merger and does not address the
relative merits of the Merger and any other potential transactions or business
strategies discussed by the Board as alternatives to the Merger or the
underlying business decision of the Board to accept or reject the Merger.
PaineWebber's opinion is directed to the Board and does not constitute a
recommendation to any stockholder of RCPI as to how any such stockholder should
vote with respect to the Merger. PaineWebber assumed that there had been no
material change in RCPI's assets, financial condition, results of operations,
business or prospects since the date of the last financial statements made
available to PaineWebber. PaineWebber's opinion is based on the regulatory,
economic, monetary and market conditions existing on the date thereof.

The preparation of a fairness opinion involves various determinations as to
the most appropriate and relevant quantitative methods of financial analysis and
the application of those methods to the particular circumstances and, therefore,
such an opinion is not readily susceptible to partial analysis or summary
description. Accordingly, PaineWebber believes that its analysis must be
considered as a whole and that considering any portion of such analysis and of
the factors considered, without considering all analyses and factors, could
create a misleading or incomplete view of the process underlying its opinion. In
its analyses, PaineWebber made numerous assumptions with respect to industry
performance, general business and economic conditions and other matters, many of
which are beyond the control of RCPI. Any estimates contained in these analyses
are not necessarily indicative of actual values or predictive of future results
or values, which may be significantly more or less favorable than as set forth
therein, and neither RCPI nor PaineWebber assumes any responsibility for their
accuracy. In addition, analyses relating to the value of businesses do not
purport to be appraisals or to reflect the price at which businesses may
actually be sold.

The following paragraphs summarize the significant analyses performed by
PaineWebber in arriving at its opinion, dated as of the date of this Proxy
Statement, presented to the Board.

STOCK TRADING HISTORY. PaineWebber reviewed the history of the trading
prices and volume for the Common Stock, both separately and in relation to
market indices and a comparative company index. The comparative company index
was comprised of six companies that PaineWebber deemed relevant, including Arbor
Property Trust, Beacon Properties Corporation, Carr Realty Corporation, MGI
Properties, Mellon Participating Mortgage Trust and Property Capital Trust (the
"Comparative Companies"). PaineWebber observed that the Shares had performed
unevenly against both the S&P

49
<PAGE>

500 index and a REIT index comprised of the Comparative Companies over the last
22 months and had underperformed when compared to these indices over the past
five years. PaineWebber further observed that the Merger Consideration
constituted a premium of 18.5% over the $6.75 highest closing price and a
premium of 100.0% over the $4.00 lowest closing price for the Shares on the NYSE
for the 52-week period ended August 1, 1995 (the last trading day prior to
publication of a newspaper article stating that Disney and an unnamed investment
partner would be bidding against several other companies for the Property). The
Merger Consideration also constituted a 52.4% premium over the $5.25 closing
price for the Shares on the NYSE on August 1, 1995 and a 60.0% premium over the
$5.00 closing price for the Shares on the NYSE on July 17, 1995 (30 days prior
to the announcement of the execution of the letter of intent between RCPI and
EOH). It should be noted that the Comparative Companies were not the subject of
acquisition transactions during the comparison period, and thus their stock
prices did not reflect any value attributable to a control premium.

SELECTED COMPARATIVE PUBLIC COMPANY ANALYSIS. Using publicly available
information, PaineWebber compared selected historical and projected financial,
operating and stock market performance data of RCPI to the corresponding data of
the Comparative Companies.

With respect to RCPI, PaineWebber compared the implied multiples based on
the Merger Consideration for RCPI with the median multiples of the Comparative
Companies based on closing stock prices as of November 3, 1995. It should be
noted that the Comparative Companies were not the subject of acquisition
transactions at such date, and thus their stock prices did not reflect any value
attributable to a control premium. PaineWebber compared multiples of latest 12
months ("LTM") revenues; LTM net operating income ("NOI"), after general and
administrative expenses ("G&A"); LTM net income; LTM funds from operations
("FFO") per share, as well as book value and 1995 and 1996 estimated (as
estimated by research analysts and compiled by First Call) FFO per share.
PaineWebber noted that RCPI's implied revenue multiple based on the Merger
Consideration was 14.20x versus a median revenue multiple of 6.34x for the
Comparative Companies; RCPI's implied NOI (after G&A) multiple was 15.0x versus
a median NOI (after G&A) multiple of 11.0x for the Comparative Companies; RCPI's
implied net income and FFO multiples were not meaningful (due to RCPI's negative
LTM results); RCPI's implied book value multiple was 0.69x versus a median book
value multiple of 1.87x for the Comparative Companies; RCPI's implied 1995
estimated FFO per share multiple was not meaningful (due to negative
projections); and RCPI's implied 1996 estimated FFO per share multiple was 18.2x
versus a median 1996 estimated FFO per share multiple of 9.1x for the
Comparative Companies.

PaineWebber applied the low multiples of LTM revenues, LTM NOI (after G&A),
LTM net income, book value, LTM FFO per share, 1995 estimated FFO per share and
1996 estimated FFO per share and applied the high NOI (after G&A) implicit
capitalization rate for the Comparative Companies to the respective results of
RCPI, which resulted in a range of possible equity values for RCPI based on the
comparative company analysis of $4.15 to $8.11 per fully diluted share of Common
Stock. Utilizing the high multiples and the low implicit capitalization rate for
the Comparative Companies would have given a range of possible equity values for
RCPI that was not meaningful. PaineWebber utilized the low multiples for the
Comparative Companies and the high NOI (after G&A) implicit capitalization rate
due to the distressed status of RCPI's sole asset, the Mortgage Note. In
addition, PaineWebber noted that RCPI has a unique property and structure for
which there are no directly comparable companies and, therefore, PaineWebber did
not consider the comparative company analysis to be as relevant as the other
valuation methodologies PaineWebber employed.

DISCOUNTED EQUITY VALUE ANALYSIS. A discounted equity value analysis is a
traditional valuation methodology used to derive a valuation of a corporate
entity by capitalizing the estimated future cash flow and calculating the
estimated future dividends of such corporate entity and discounting such
aggregated results back to the present. PaineWebber performed a discounted
equity value analysis of RCPI based on the fiscal years 1995 to 2000 and 1995 to
2007 financial forecasts for RCPI provided by RCPI management (the "Financial
Forecast"). The Financial Forecast was the same as the "Case 2" financial
projections described below under "Certain Financial Projections", modified only
to reflect

50
<PAGE>

actual leasing activity at the Property after June 30, 1995. See "Certain
Financial Projections" for a description of the assumptions underlying the
Financial Forecast. PaineWebber used a 2007 holding period (i) to be consistent
with the Douglas Elliman appraisal and (ii) for comparison with projected
results through the stated maturity of the Mortgage Note and its conversion into
an equity interest in the Property.

Using the information set forth in the Financial Forecast, PaineWebber
calculated RCPI's estimated "net cash flow" based on Property cash flow
projections less operating and debt service expenses. The annual dividends to
common stockholders were based upon RCPI's estimated net cash flow and
assumptions as set forth by RCPI. To estimate the terminal value of RCPI at the
end of the Financial Forecast period, PaineWebber assumed that RCPI would
acquire ownership of the Property on December 31, 1996, and accordingly, started
with the projected values of the Property on December 31, 2000 and December 31,
2007, and then subtracted the total amount of debt outstanding on the respective
terminal dates, and added proceeds from an assumed conversion of all Warrants
and SARs. This valuation methodology resulted in terminal value estimates for
RCPI of $817 million at December 31, 2000 and $1.37 billion at December 31,
2007. Future Property values were estimated by applying the valuation
methodology set forth in the Douglas Elliman 1994 Appraisal, including the use
of a terminal capitalization rate of 7.5% and a discount rate of 10% as set
forth in the Douglas Elliman 1994 Appraisal. PaineWebber analyzed the Financial
Forecast and discounted the stream of dividends and terminal values resulting
from the Financial Forecast back to March 31, 1996, using discount rates of
12.0% to 14.0%. Based on this analysis, PaineWebber derived a range of possible
equity values of $4.63 to $6.73 per fully diluted share of Common Stock.

COMPARATIVE TRANSACTION ANALYSIS. PaineWebber also performed an analysis of
the multiples paid in selected acquisition transactions including Mid-American
Communities, Inc.'s purchase of America First REIT, Horizon Outlet Centers,
Inc.'s purchase of McArthur/Glen Realty Corp., Highwoods Properties, Inc.'s
purchase of Forsyth Properties, Inc., Liberty Property Trust's purchase of
Lingerfelt Development Corp., Property Trust of America's purchase of Security
Capital Pacific Inc., Wellsford Residential Property Trust's purchase of Holly
Residential Properties, Inc., Simon Property Group's purchase of MSA Realty
Corp., Super Valu Inc.'s purchase of Wetterau Properties Inc., an investor
group's purchase of CenterMark Properties, and California Real Estate Investment
Trust's purchase of Commonwealth Equity Trust USA (the "Comparative
Transactions").

With respect to RCPI, PaineWebber compared the implied multiples based on
the Merger Consideration for RCPI with the median multiples of the Comparative
Transactions based on the offer price paid in each transaction and the LTM
period ending before the announcement of each transaction. PaineWebber compared
multiples of LTM revenues, LTM NOI (after G&A), LTM net income, LTM FFO per
share and book value. PaineWebber noted that RCPI's implied revenue multiple was
14.20x versus a median revenue multiple of 8.56x for the Comparative
Transactions; RCPI's implied NOI (after G&A) multiple was 15.0x versus a median
NOI (after G&A) multiple of 12.2x for the Comparative Transactions; RCPI's
implied net income and FFO multiples were not meaningful (due to negative LTM
results); and RCPI's book value multiple was 0.69x versus a median book value
multiple of 1.02x for the Comparative Transactions.

Based on the $5.00 closing price for the Shares on the NYSE on July 17, 1995
(30 days prior to the announcement of the execution of the letter of intent
between RCPI and EOH) PaineWebber calculated the premium represented by the
Merger Consideration to be 60.0%. PaineWebber then compared this premium to the
median premium paid to the unaffected stock prices for the Comparative
Transactions of 28.0% (using closing stock prices for the target companies as of
the date 30 days prior to the announcement date of each respective transaction).

PaineWebber applied the low multiples of LTM revenues, LTM NOI (after G&A),
LTM net income, LTM FFO per share, book value and premium paid to the respective
results of RCPI which resulted in a range of possible equity values for RCPI
based on the Comparative Transaction analysis of $5.28 to $6.14 per fully
diluted share of Common Stock. PaineWebber utilized the low multiples for the
Comparative Companies due to the distressed status of RCPI's sole asset, the
Mortgage Note. In

51
<PAGE>
addition, PaineWebber noted that RCPI has a unique property and structure for
which there are no directly comparable transactions and, therefore, PaineWebber
did not consider the comparative transactions analysis to be as relevant as the
other valuation methodologies PaineWebber employed.

Pursuant to an engagement letter between RCPI and PaineWebber, PaineWebber
was paid a fee of $250,000 upon rendering its opinion on November 7, 1995 and
will receive a transaction fee of $4.25 million upon the closing of the Merger
(which transaction fee will not be paid if the Merger does not close). RCPI
originally engaged Kidder Peabody in 1993 to provide certain financial advisory
services to RCPI, which engagement was subsequently assigned to, and assumed by,
PaineWebber on December 9, 1994. In addition to the fees described above,
PaineWebber has earned fees for financial advisory services rendered to RCPI
since May 11, 1995 (the date the Board first directed PaineWebber to explore
acquisition and financing alternatives on behalf of RCPI) and RCPI has extended
PaineWebber's engagement and will continue to pay PaineWebber a monthly advisory
fee of $85,000 through the earlier of June 30, 1996 or consummation of the
Merger. RCPI has also agreed to reimburse PaineWebber for its out-of-pocket
expenses, including reasonable fees and disbursements of counsel. Assuming a
closing under the Merger Agreement by April 15, 1996, RCPI estimates that, in
addition to the fees described in the first sentence of this paragraph, the
aggregate payment to PaineWebber for its fees and expenses for the period from
May 11, 1995 through the closing will be approximately $1.4 million. In
addition, RCPI agreed to indemnify PaineWebber, its affiliates and each of their
respective directors, officers, agents and employees, and each person, if any,
controlling PaineWebber or any of its affiliates against certain liabilities,
including liabilities under federal securities laws.

PaineWebber has previously provided investment banking services to RCPI and
may provide financial advisory or other investment banking services to RCPI in
the future. In the normal course of its business, PaineWebber may from time to
time trade the debt or equity securities of RCPI for its own account and for the
accounts of its customers and, accordingly, may at any time hold a long or short
position in such securities. PaineWebber is a prominent investment banking and
financial advisory firm with experience in the valuation of businesses and their
securities in connection with mergers and acquisitions, negotiated
underwritings, secondary distributions of securities, private placements and
valuations for corporate purposes. RCPI retained Kidder Peabody to act as its
financial adviser based on Kidder Peabody's substantial experience in obtaining
financing for companies, in mergers and acquisitions and in securities valuation
generally, particularly in the real estate field. Kidder Peabody was selected
after the Board interviewed a number of investment banks seeking the assignment.
The Board was satisfied with the work done by Kidder Peabody and thus agreed to
PaineWebber's succession to this engagement in December 1994.

DOUGLAS ELLIMAN 1994 APPRAISAL; THE WEITZMAN GROUP CONCURRENCE REPORT

On January 11, 1995, Douglas Elliman issued the Douglas Elliman 1994
Appraisal, in which it concluded that, as of December 31, 1994, the fair market
value of the Property was $1.25 billion, an increase of $100 million from the
value assigned in an appraisal conducted by the same firm as of December 31,
1993. On February 15, 1995, The Weitzman Group issued The Weitzman Group
Concurrence Report in which it stated that, based upon the review described in
such report, it concurred with the Douglas Elliman 1994 Appraisal and that, in
its opinion, the market value estimated by Douglas Elliman did not vary by more
than 5% from the market value The Weitzman Group would estimate in a full and
complete appraisal of the same interests. The summaries of the Douglas Elliman
1994 Appraisal and The Weitzman Group Concurrence Report are qualified in their
entirety by reference to such reports, which were filed as exhibits to RCPI's
Current Report on Form 8-K filed on February 22, 1995 and are filed as exhibits
to the Schedule 13E-3 filed with the Commission in connection with the Merger.

Since 1985, RCPI has annually retained an independent appraisal firm to
appraise the Property, and such annual appraisals have been performed under the
supervision of Abram Barkan, who was a principal at Douglas Elliman at the time
of the Douglas Elliman 1994 Appraisal. Mr. Barkan and Douglas Elliman were
selected to conduct the Douglas Elliman 1994 Appraisal based upon their

52
<PAGE>

expertise and recognized reputation in the real estate appraisal business. In
connection with the preparation of the Douglas Elliman 1994 Appraisal, Douglas
Elliman (i) made a complete review of the financial information relating to the
Property provided to it by the Borrower; (ii) made a physical inspection of the
Property; (iii) updated its study of existing conditions and anticipated future
trends for the Midtown Manhattan office market, focusing particular attention on
higher quality office buildings; (iv) analyzed recent transactions involving the
sale of large higher quality office buildings; (v) reviewed summaries provided
by the Borrower of new leases that had been concluded subsequent to the
appraisal previously prepared by Douglas Elliman; (vi) reviewed capital costs
associated with the Property, including tenant concessions and building
improvements; and (vii) considered the three approved methods in the valuation
of real estate -- the cost, sales comparison and income capitalization
approaches.

The cost approach is an appraisal technique under which the value of a
property is derived by estimating the replacement cost of the improvements, and
deducting the estimated depreciation. The value of the property as if vacant is
added to the depreciated value of the improvements. Douglas Elliman did not
include this approach in its appraisal because of the difficulty in accurately
estimating physical, functional and economic depreciation and because investors
do not typically use this approach to assess an investment opportunity.

The sales comparison approach is an appraisal technique under which the
market value estimate is predicated upon prices paid in actual market
transactions. Recent sales of properties similar to a property under review are
identified, analyzed and compared to the property under review. In analyzing and
comparing the sales data, adjustments are made for factors such as location,
time (date of transaction), plot and building size, age and condition. The lack
of truly comparable activity, coupled with the large adjustments that would have
had to have been made to the sales of similar properties, make accurate
comparisons difficult. Douglas Elliman, therefore, did not rely heavily on this
approach to determine a market value for the Property, but included a discussion
of the transactions that occurred subsequent to its previous appraisal in order
to provide an indication of current market activity.

The income capitalization approach is an appraisal technique used to derive
a value estimate based on the anticipated net income to be generated by a
property. The value estimate reflects the capital amount an investor would
reasonably be likely to pay to receive the anticipated net income. The capital
amount, often called the capitalized value, is in effect the present value of
the anticipated annual net revenues. Douglas Elliman gave primary emphasis to
this approach because it is the approach most often utilized by investors in
analyzing income-producing property. Douglas Elliman derived the value estimate
of the Property by projecting, on a lease-by-lease basis, the income, expenses
and capital costs associated with operating the Property. Given the size and
intricacies of the Property as a real estate investment, Douglas Elliman
calculated a weighted average net present value based upon six holding periods,
in order to derive a more accurate indication of market value. As a result,
Douglas Elliman estimated the cash flows before debt service in each year of a
16-year projection period for calendar year 1995 through 2011. Douglas Elliman
estimated the residual value of the leased space by capitalizing at an
appropriate rate the net operating income in the year following the holding
period of the cash flow. The cash flows plus the residual value were then
discounted on an annual basis to a present value using a pre-tax market rate of
return. In its discounted cash flow analysis, Douglas Elliman used a real estate
model developed by the Realtech Group ("Realtech"). Results were generated by
the model based on market, economic, leasing and other real estate assumptions
provided by Douglas Elliman. For a discussion of the assumptions used, see
"Certain Financial Projections". RCPI did not place any limitations on Douglas
Elliman with respect to conducting the appraisal.

RCPI engaged The Weitzman Group to issue a review and concurrence report
with respect to the Douglas Elliman 1994 Appraisal because of suggestions by
Mitsubishi Estate and J.P. Morgan in the summer of 1994 that the value of the
Property was substantially lower than the value shown on the appraisal
previously prepared by Douglas Elliman. The Weitzman Group was selected on the
basis of

53
<PAGE>

its recognized expertise in the real estate appraisal business. In connection
with the preparation of The Weitzman Group Concurrence Report, The Weitzman
Group (i) conducted an independent analysis of the Property cash flows; (ii)
conducted a detailed analysis of the data and assumptions, as well as of market
conditions, identified in the Douglas Elliman 1994 Appraisal; (iii) conducted
independent research as to market conditions, market rents and expenses, and
prepared independent assumptions and sensitivity analyses of the cash flows
utilized in the estimate of the aggregate market value of the Property
determined by Douglas Elliman; (iv) conducted physical inspections of the
Property and held extensive meetings with management and leasing personnel; and
(v) undertook research as to appropriate rates of return (using a securitized
financing component) commensurate with the risks involved in acquiring real
estate such as the Property. The cash flows were prepared using the Realtech
model, modified by assumptions proposed by The Weitzman Group. The Weitzman
Group performed limited due diligence on the Douglas Elliman 1994 Appraisal
relating only to selected lease-by-lease input. Based on the assumptions,
projected cash flows and rates of return developed by The Weitzman Group, which
in certain cases differed from those in the Douglas Elliman 1994 Appraisal, The
Weitzman Group issued an opinion that the value conclusion in the Douglas
Elliman 1994 Appraisal was appropriate and reasonable. RCPI did not place any
limitations on The Weitzman Group with respect to conducting the concurrence
report.

Pursuant to an engagement letter between RCPI and Douglas Elliman, Douglas
Elliman was paid a fee of $75,000 upon delivery of the Douglas Elliman 1994
Appraisal. Pursuant to an engagement letter between RCPI and The Weitzman Group,
The Weitzman Group was paid a fee of $95,000 upon delivery of its concurrence
report. RCPI agreed to reimburse The Weitzman Group for its out-of-pocket
expenses and to indemnify The Weitzman Group, its stockholders and employees
against certain liabilities, including liabilities under the federal securities
laws.

PURPOSE AND STRUCTURE OF THE TRANSACTION

The purpose of the Merger is for the Investors, through Holdings, to acquire
all of the outstanding Common Stock of RCPI. The transaction has been structured
as a cash merger in order to provide a prompt and orderly transfer of control of
RCPI from the public stockholders of RCPI to Holdings. Because of the Limit
imposed by the RCPI Charter, the Investors determined that a cash tender offer
for all of the Common Stock of RCPI was not a viable alternative.

REASONS FOR THE TRANSACTION

Whitehall and GS Group seek, through the Merger, to acquire, together with
the Investors, the entire equity interest in RCPI at this time because Whitehall
and GS Group believe that RCPI and the Property can be more effectively and
efficiently managed, and therefore would be more likely to provide the Investors
with a return on their investment if it were managed as a privately held
company. As a privately held company, RCPI will be managed only in the interests
of the Investors. As noted under "Certain Effects of the Merger", the Investors
intend to seek the delisting of the Common Stock from the NYSE and the
termination of registration of the Common Stock under the Exchange Act as soon
as possible after consummation of the Merger, if the requirements for the
delisting and termination of registration are met.

Whitehall and GS Group also seek, through the Merger, to acquire, together
with the Investors, the entire equity interest in RCPI at this time because, in
the view of Whitehall and GS Group, the investment of the Whitehall Group in
RCPI provided through the Goldman Sachs Financing would be protected in the
Merger, whereas GS Group and Whitehall would likely have had to resort to
litigation in order to protect such interests in the Goldman Sachs Financing
under the other transactions that were being considered by the Board during the
summer and autumn of 1995. In addition, the bankruptcy of Borrower raised, in
the view of Whitehall and GS Group, serious questions concerning RCPI's ability
to meet its payment and other obligations under the terms of the Goldman Sachs
Financing.

54
<PAGE>
PLANS FOR RCPI AFTER THE MERGER

It is expected that immediately following the Merger, the Property (and
related real and personal property) will be conveyed to the Surviving
Corporation or its designee (the "Designee") pursuant to the Borrower's Chapter
11 Plan. Immediately thereafter, it is expected that the Property (and such
related real and personal property) or all of the equity interest in the
Designee will be contributed to a newly formed entity ("Newco"). It is also
expected that Newco will be owned 50% by the Surviving Corporation and 50% by a
newly formed limited liability company owned by the Investors. This structure is
intended to provide flexibility with respect to financial, operational and tax
planning considerations while complying with the provisions of the Convertible
Debenture Indenture.

The Investors currently intend that, following the Merger, at least $430
million in new debt financing would be raised and that a portion of the proceeds
thereof would be used to repay the indebtedness outstanding under the Floating
Rate Notes and the Current Coupon Convertible Debentures. In addition, the
Investors may decide to incur additional financing and use the proceeds to repay
the Convertible Debentures. In connection therewith, Whitehall would agree to
subordinate the 14% Debentures to the new debt financing. It is further intended
that the 14% Debentures would be repaid on December 31, 2000 in accordance with
their terms, subject to financial considerations at that time. The Investors'
financing plans may change in light of changes in market conditions and other
considerations.

Following the Effective Time, the Investors expect that the board of
directors of the Surviving Corporation will consist of four members designated
by the Whitehall Group and four members designated by the other Investors. The
officers of the Surviving Corporation will be appointed by the directors.

The Investors expect that Newco will own and operate the Property
consistently with past practices but may increase capital expenditures and make
such other changes as deemed appropriate by the Investors. The Property will be
managed by Tishman Speyer pursuant to a management agreement.

CERTAIN EFFECTS OF THE MERGER

As a result of the Merger, RCPI's current stockholders will receive $8.00 in
cash for each of their shares of Common Stock, which amount will not be reduced
by any expenses or liabilities of RCPI. In addition, as a result of the Merger,
stockholders will not have an opportunity to continue their equity interest in
RCPI as an ongoing concern and therefore will not share in the future earnings
and potential growth of RCPI or the Property, if any. After the Merger, the
acquiring entity formed by the Investors will own 100% of the equity interest
in, and will have a 100% interest in the net book value and net income or net
loss of, RCPI. The Investors, therefore, as the only stockholders of RCPI after
the Merger, will benefit from any increases in the value of RCPI and also bear
the risk of any decreases in the value of RCPI's assets or operations. Pursuant
to agreements among the Investors, Whitehall will have an indirect interest of
approximately 50% of the equity in RCPI after consummation of the Merger. Such
equity interest will reflect the relative investment of Whitehall in the
acquiring entity that will be merged with and into RCPI in the Merger. See "--
Background of the Merger".

If the Merger is consummated, the Shares will cease to be listed on the
NYSE, public trading of the Shares will cease and the registration of the Shares
under the Exchange Act will be terminated. The termination of registration of
the Common Stock under the Exchange Act will reduce the information required to
be furnished by RCPI to the Commission and will make certain of the provisions
of the Exchange Act, such as the short-swing profit recovery provisions of
Section 16(b) and the requirement of furnishing a proxy or information statement
in connection with stockholders' meetings, no longer applicable to RCPI.

THE RECEIPT OF CASH PURSUANT TO THE MERGER WILL BE A TAXABLE TRANSACTION.
SEE "CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER".

55
<PAGE>
BORROWER'S CHAPTER 11 CASE

The Borrower filed its petition under Chapter 11 of the Bankruptcy Code on
May 11, 1995. On September 12, 1995, in a proceeding held in the Bankruptcy
Court, the Borrower stated that it was willing to work with RCPI toward a plan
of reorganization in the Borrower's Chapter 11 Case (the "Chapter 11 Plan") that
would provide for RCPI to take title to the Property. Thereafter, RCPI began
negotiations with the Borrower to develop a consensual Chapter 11 Plan. Since
November 7, 1995, the Investors have also been negotiating with the Borrower and
RGI, both directly and jointly with RCPI. The Merger is subject to the
satisfaction of certain conditions set forth in the Merger Agreement and
summarized below, including the entry of an order confirming the Chapter 11 Plan
and the absence of any injunction preventing the effectuation of the Chapter 11
Plan. On October 30, 1995, the Bankruptcy Court approved debtor-in-possession
financing for the Borrower of up to $80 million to be provided by Chemical Bank.
The availability and uses of any debtor-in-possession financing are subject to
certain restrictions set by the Bankruptcy Court or contained in the Merger
Agreement.

The obligations of Holdings and the Investors to consummate the transactions
contemplated by the Merger Agreement are subject to the condition (among others)
that Holdings be reasonably satisfied with the form and substance of the Chapter
11 Plan confirmed in the Borrower's Chapter 11 Case, the disclosure statement
for the Chapter 11 Plan and the proceedings relating to the confirmation of the
Chapter 11 Plan. The Chapter 11 Plan will, among other things, provide for the
transfer to the Surviving Company (or its designee) of (i) the Property, (ii)
all other real property (including leasehold interests) owned by the Borrower
and used in connection with the operation of the Property consistent with past
practices and (iii) all personal property (including leasehold interests) owned
by the Borrower and material to the operation of the Property consistent with
past practices. The Chapter 11 Plan may also provide for a transfer directly or
indirectly to the Surviving Company (or its designee) of an equity interest in
the entity that owns all or a portion of the Property. The maximum amount to be
provided (or assumed) by RCPI under the Chapter 11 Plan to be used to fund
liabilities of the Borrower or its estate may not exceed (1) $20 million
(exclusive of the debtor-in-possession financing permitted under the Merger
Agreement) of liabilities may consist only of liabilities related to
administrative expenses, claims entitled to priority under the Bankruptcy Code,
cure payments relating to leases and other executory contracts to be assumed
(including liabilities for tenant improvements) that are reasonably acceptable
to Holdings and the Investors, and certain general unsecured claims reasonably
acceptable to Holdings and the Investors and (2) all unpaid allowed ordinary
course administrative operating expense claims of the types specified in the
Chapter 11 Plan, subject to the right to object to such claims as provided for
under the Chapter 11 Plan. See "The Merger -- The Merger Agreement -- Conditions
to the Merger".

An amended Chapter 11 Plan and an amended disclosure statement were filed by
the Borrower and RGI on December 12, 1995 and January 22, 1996. The Chapter 11
Plan and disclosure statement may be amended in the future to take into account
the results of negotiations between the Investors, RCPI, RGI and the Borrower
after January 22, 1995 relating to the Chapter 11 Plan and the transfer of
ownership of the Property. In addition, the Bankruptcy Court, after several
postponements, has fixed February , 1996 as the date for a hearing to consider
the adequacy of the disclosure statement. In the event that RCPI, the Borrower
and RGI reach agreement on all of the terms of the Chapter 11 Plan and the
related agreements and the Court approves the disclosure statement, the final
form of the Chapter 11 Plan will be submitted for a vote to the creditors of the
Borrower whose claims are impaired under the Chapter 11 Plan and, assuming that
the requisite majorities of two-thirds in amount of the claims and more than 50%
in number of the claimants voting in each impaired class vote in favor of the
Chapter 11 Plan, it is anticipated that the Chapter 11 Plan would be confirmed
by the end of March 1996, which will permit an orderly transition of the
ownership of the Property by April 30, 1996, as required by the Merger
Agreement. In light of the fact that all impaired creditors of the Borrower are
to receive payment in full in cash of the allowed amounts of their claims plus
post-petition interest at the contract rate or the judgment rate (if there is no
existing contractual obligation to pay interest), it is highly probable that the
Chapter 11 Plan will be accepted by all classes of

56
<PAGE>

impaired creditors of the Borrower. If, however, that does not occur or the
Borrower does not enter into a mutually acceptable arrangement with RCPI for the
transfer of ownership of the Property to RCPI or its designee, RCPI would have
available the following options: RCPI could seek leave of the Bankruptcy Court
to (i) file its own Chapter 11 plan for the Borrower, which could be confirmed
and consummated without the consent of the Borrower or the acceptance by other
classes of creditors or (ii) foreclose the mortgage on the Property that secures
payment of the Mortgage Note. In either event, it is anticipated that the
Borrower would oppose such actions in the Bankruptcy Court and, in the case of
foreclosure, in the court in which such a foreclosure would be sought. In light
of the potential delays and additional expenses that would be entailed in either
of the alternatives described above (and real estate transfer taxes payable in
respect of a foreclosure sale), RCPI believes it would be in its best interests
to pursue the Chapter 11 Plan with the support of the Investors pursuant to the
Merger Agreement.

If the Merger is not consummated, RCPI believes that there would be no
material tax cost in connection with a transfer of the Property to RCPI pursuant
to the Chapter 11 Plan. If, instead, the Property were transferred to RCPI in a
foreclosure or other sale outside of a confirmed chapter 11 plan, RCPI could be
liable for New York City and State real property transfer tax as a transferee.

ACCOUNTING TREATMENT

The Merger will be accounted for using the purchase method of accounting for
business combinations, and, accordingly, the purchase price will be allocated to
RCPI's underlying net assets in proportion to their respective fair values.

REGULATORY APPROVALS

HSR ACT. The Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR Act"), provides that certain acquisition transactions may not
be consummated unless certain information has been furnished to the Antitrust
Division of the Department of Justice (the "DOJ") and the Federal Trade
Commission (the "FTC") and the applicable waiting period in connection with such
information has expired or been earlier terminated. The Investors have
determined that the formation and capitalization of Holdings requires the filing
of a notification and report form under the HSR Act ("Notification Form") by
certain of the Investors. Whitehall, Exor, Gribble and Weevil each filed a
Notification Form with the FTC and the DOJ. The required waiting period under
the HSR Act will expire on March 2, 1996, unless such waiting period is earlier
terminated by the FTC and the DOJ or extended by a request from the FTC or the
DOJ for additional information or documentary material prior to the expiration
of the waiting period.

Holdings and RCPI know of no remaining federal or state regulatory
requirements with which they must comply or approvals that they must obtain in
order to consummate the Merger, other than the filing of the Certificate of
Merger or the Merger Agreement with the Secretary of State of Delaware.

CERTAIN LITIGATION

On May 24, 1995, Jerry Krim commenced an action encaptioned KRIM V.
ROCKEFELLER CENTER PROPERTIES, INC. AND PETER D. LINNEMAN. On June 7, 1995,
Kathy Knight and Moishe Malamud commenced an action encaptioned KNIGHT ET AL. V.
ROCKEFELLER CENTER PROPERTIES, INC. AND PETER D. LINNEMAN. Both actions were
filed in the United States District Court for the Southern District of New York
and purport to be brought on behalf of a class of plaintiffs comprising all
persons who purchased Common Stock between March 20, 1995 and May 10, 1995. The
complaints allege that RCPI and Dr. Linneman violated the federal securities
laws by their purported failure to disclose prior to May 11, 1995 that the
Borrower would file for bankruptcy protection. The cases have been consolidated.
On July 28, 1995, RCPI and Dr. Linneman filed answers to the complaints denying
plaintiffs' substantive allegations and asserting numerous affirmative defenses.
On September 22,
1995, plaintiffs served an Amended Class Action Complaint adding RCPI's
remaining directors and its president as defendants. In addition to the
foregoing claims, the Amended Complaint also asserts a

57
<PAGE>
cause of action for breach by RCPI's directors and its president of their
fiduciary duties by approving the Combination Agreement. The plaintiffs are
seeking damages in such amounts as may be proved at trial and are also seeking
injunctive relief, plus costs, attorneys' fees and interest. RCPI believes that
plaintiffs' allegations are without merit and intends to vigorously contest
these actions.

On July 6, 1995, Charal Investment Company, Inc. ("Charal") commenced a
derivative action against certain of RCPI's present and former directors in the
Court of Chancery of the State of Delaware in and for New Castle County. RCPI
was named as a nominal defendant. The plaintiff alleges that the directors
breached their fiduciary duties by: (1) using commercial paper proceeds to
repurchase Convertible Debentures in 1987-1992; (2) entering into interest rate
swaps; and (3) making capital distributions to stockholders during the years
1990 through 1994. On February 21, 1995, prior to the commencement of the
action, the Board appointed a special committee of the Board to review Charal's
February 3, 1995 pre-suit demand that the Board institute litigation on RCPI's
behalf with respect to such claims and recommend a course of action to the full
Board. Plaintiff nevertheless commenced the action, asserting that circumstances
did not permit further delay. On November 7, 1995, the Delaware Court of
Chancery dismissed this action without prejudice due to the plaintiff's failure
to comply with the requirements of the Delaware Court of Chancery Rule 23.1.

On November 14, 1995, Charal moved to amend and supplement its complaint
and/or to amend or alter the Delaware Court's judgment so as to permit the
filing of additional derivative allegations, as well as class allegations that
the Board had approved the proposed Merger without considering the value to RCPI
of the matters set forth in Charal's pre-suit demand. The Delaware Court has not
ruled on Charal's motion, and RCPI believes that the proposed allegations are
without merit.

On November 28, 1995, the Board reviewed the report of its counsel and,
after deliberation, determined to recommend to the Board that Charal's pre-suit
demand be rejected because it would not be in the best interest of RCPI to
pursue the matters set forth in such demand. On December 5, 1995, after
considering the recommendation of the Board and the report of the Board's
counsel, the Board voted to reject Charal's pre-suit demand.

On February , 1996, the Board considered the events that had occurred
since its approval of the Merger Agreement, including PaineWebber's current
opinion that the Merger is fair from a financial point of view, the fact that no
other proposed transactions have been forthcoming despite widespread publicity
about the proposed Merger, and the Board's earlier rejection of Charal's
pre-suit demand. Based on such factors and other relevant factors, including the
factors described above in "Fairness of the Merger", the Board reviewed and
reiterated its determination that the Merger Agreement is fair to and in the
best interests of RCPI and its stockholders, and continued to recommend its
adoption by the stockholders.

On July 31, 1995, L.L. Capital Partners, L.P. commenced an action against
RCPI in the United States District Court in the Southern District of New York.
The plaintiff alleges that, in an RCPI prospectus dated November 3, 1993, RCPI
failed to disclose its purported belief that the Rockefeller Interests and
Mitsubishi Estate would cease to fund the Borrower's cash flow shortfalls. The
plaintiff seeks recovery under Section 12(2) of the Securities Act of 1933,
Section 10(b) of, and Rule 10b-5 under the Exchange Act and the common law. RCPI
believes that plaintiff's allegations are without merit and intends to
vigorously contest this action. In September 1995, counsel for RCPI filed a
motion to dismiss this action for failure to state a claim.

On September 13 and 14, 1995, five class action complaints, captioned
FAEGHEH MOEZINIA V. PETER D. LINNEMAN, BENJAMIN D. HOLLOWAY, PETER G. PETERSON,
WILLIAM F. MURDOCH, JR. AND ROCKEFELLER CENTER PROPERTIES, INC.; MARTIN
ZACHARIAS V. B.D. HOLLOWAY, P.G. PETERSON, W.F. MURDOCH, P.D. LINNEMAN AND
ROCKEFELLER CENTER PROPERTIES, INC.; JAMES COSENTINO V. PETER D. LINNEMAN,
BENJAMIN D. HOLLOWAY, PETER G. PETERSON, WILLIAM F. MURDOCH, JR. AND ROCKEFELLER
CENTER PROPERTIES, INC.; MARY MILLSTEIN V. PETER D. LINNEMAN, PETER G. PETERSON,
BENJAMIN D. HOLLOWAY, WILLIAM F. MURDOCH, JR. AND ROCKEFELLER CENTER PROPERTIES,
INC.; and ROBERT MARKEWICH V. PETER D. LINNEMAN AND DANIEL M. NEIDICH, ET AL.,
were filed in the Delaware Court of Chancery. On October 11, 1995, an additional

58
<PAGE>

complaint encaptioned HOGAN V. ROCKEFELLER CENTER PROPERTIES, INC., ET AL., was
filed in the Delaware Court of Chancery. Each of the complaints purports to be
brought on behalf of a class of plaintiffs comprised of stockholders of RCPI who
have been or will be adversely affected by the Combination Agreement. All of the
complaints allege that RCPI's directors breached their fiduciary duties by
approving the Combination Agreement. The complaints seek damages in such amount
as may be proved at trial. Plaintiffs also seek injunctive relief, plus costs
and attorneys' fees. On November 8, 1995, the Delaware Court of Chancery entered
an order consolidating these actions. RCPI believes plaintiffs' allegations are
without merit and intends to contest these actions vigorously.

On January 23, 1995, Bear Stearns and DLJ commenced an action against RCPI
in the Supreme Court of New York, County of New York. The plaintiffs allege that
RCPI breached a contract relating to the plaintiffs' provision of investment
banking services to RCPI in connection with the proposed 1994 Deucalion
transaction referred to above. The plaintiffs seek $5,062,500 in damages, plus
costs, attorneys' fees and interest. The Supreme Court of New York denied RCPI's
motion to dismiss the complaint on September 21, 1995. On October 10, 1995, RCPI
filed an answer to the complaint that denied the plaintiffs' allegations and
asserted numerous affirmative defenses. RCPI intends to vigorously contest the
plantiffs' claims. RCPI does not expect the outcome of this litigation to have a
material adverse effect on its financial condition.

On December 1, 1995, counsel to ZML wrote to counsel to RCPI claiming that
RCPI had wrongfully refused to sell to ZML 1,788,908 Shares at a price of $5.59
per Share under the Investment Agreement on October 2, 1995. On December 8,
1995, counsel to RCPI wrote to counsel to ZML stating that RCPI had not
defaulted on its obligations under the Investment Agreement. RCPI does not
believe that the dispute will have a material adverse effect on its financial
condition.

For a description of other legal proceedings to which RCPI is a party, see
RCPI's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30,
1995.

FEES AND EXPENSES

Estimated fees and expenses incurred or to be incurred in connection with
the Merger and related transactions are approximately as follows, assuming the
Merger closes on April 15, 1996:

<TABLE>
<CAPTION>
PAID OR
PAID OR TO BE PAID
TO BE PAID BY WHITEHALL
BY RCPI AND GS GROUP
-------------- -------------
<S> <C> <C>
Zell Group fees and expenses (1)........................................ $ 16,042,000 $ --
Investment banking fees and expenses.................................... 6,650,000 --
Legal fees and expenses................................................. 4,126,000 3,000,000
Printing and mailing fees............................................... 407,000 --
Exchange Agent fees..................................................... 129,000 --
Accounting fees......................................................... 80,000 --
SEC filing fee.......................................................... 61,218 --
Proxy solicitation agent fees........................................... 10,000 --
Miscellaneous expenses.................................................. 35,000 50,000
-------------- -------------
Total............................................................... $ 27,540,218 $ 3,050,000
-------------- -------------
-------------- -------------
</TABLE>

- ------------------------
(1) Amounts either previously paid to, or claimed by, the Zell Group as fees and
expenses in connection with the Combination Agreement and Investment
Agreement.

Investment banking fees and expenses include $750,000 payable to the
Whitehall Group by RCPI as reimbursement for certain of its expenses incurred in
1995 pursuant to the terms of the Goldman Sachs Financing. In addition, the
above fees and expenses do not include the fees and expenses incurred by RCPI
that are directly attributable to the Borrower's bankruptcy or any fees and
expenses that may be payable to the attorneys for the plaintiffs as described in
"Certain Litigation" above. For information regarding PaineWebber's engagement
by RCPI, see "Opinion of PaineWebber".

59
<PAGE>
THE MERGER

GENERAL

As a result of the Merger, holders of certificates formerly representing
Shares will cease to have any equity interest in RCPI. At the Effective Time,
each Share, other than the Excluded Shares outstanding immediately prior to the
Merger, will be canceled and converted automatically into the right to receive
$8.00 net to the holder thereof in cash, without interest, less any required
withholding taxes, upon surrender of the certificate formerly representing such
Share in the manner described herein.

THE MERGER AGREEMENT

The following is a summary of the material provisions of the Merger
Agreement, a conformed copy of which is included with this Proxy Statement as
Annex A. Such summary is qualified in its entirety by reference to the Merger
Agreement, which is incorporated herein by reference. All stockholders of RCPI
are urged to read the Merger Agreement in its entirety.

GENERAL TERMS OF THE MERGER. To effect the transactions contemplated by the
Merger Agreement, the Investors have organized Holdings and own all of its
outstanding capital stock. Upon the terms and subject to the conditions of the
Merger Agreement, Holdings will be merged into RCPI, Holdings will cease to
exist and RCPI will continue as the Surviving Corporation in the Merger and the
separate corporate existence of RCPI with all its rights, privileges and
franchises shall continue unaffected by the Merger. The Merger will become
effective at the Effective Time referred to below. At the Effective Time, each
Share, other than any Excluded Shares outstanding immediately prior to the
Merger, will, by virtue of the Merger and without any action by the holders
thereof, be converted into the right to receive an amount equal to $8.00 net to
the holder thereof in cash, without interest, less any required withholding
taxes, upon surrender of the certificate formerly representing such Share in the
manner provided in the Merger Agreement, and each such Share shall cease to be
outstanding and shall automatically be canceled and retired and shall cease to
exist, and each registered owner or holder of a certificate representing any
such Shares shall thereafter have only the right to receive the Merger
Consideration, without interest, less any required withholding taxes, for such
Shares upon the surrender of such certificate in accordance with the Merger
Agreement. Each dissenting stockholder shall thereafter have the rights set
forth under "Rights of Dissenting Stockholders", provided that if any dissenting
stockholder shall cease to be entitled to appraisal rights under the DGCL such
dissenting stockholder shall thereafter have only the right to receive the
Merger Consideration for such Shares.

At the Effective Time, each Share, if any, that is owned by RCPI or Holdings
or any subsidiary of Holdings shall, by virtue of the Merger and without any
action by the holder thereof, automatically be canceled and retired and shall
cease to exist, and no consideration shall be delivered in exchange therefor. At
the Effective Time, each share of Holdings common stock will, by virtue of the
Merger and without any action by the holders thereof, be converted into and
become one validly issued, fully paid and nonassessable share of common stock,
par value $0.01 per share, of the Surviving Corporation.

As promptly as practicable after the approval of the Merger Agreement and
the satisfaction or waiver of the other conditions to consummation of the
Merger, the parties will file the Merger Agreement or a Certificate of Merger
with the Secretary of State of the State of Delaware. The Merger will become
effective at the time when such filing is made or at such later time specified
in the Certificate of Merger (the "Effective Time").

EXCHANGE OF SHARES. Prior to the Effective Time, Holdings shall designate a
bank or trust company reasonably satisfactory to RCPI to act as exchange agent
in the Merger (the "Exchange Agent"). At or prior to the Effective Time,
Holdings will deposit with the Exchange Agent an amount in cash sufficient to
pay the aggregate Merger Consideration.

As soon as reasonably practicable after the Effective Time, the Exchange
Agent will mail to each record holder of a certificate that immediately prior to
the Effective Time represented outstanding

60
<PAGE>
Shares, other than Excluded Shares (the "Certificates"), a form of letter of
transmittal and instructions for use in effecting the surrender of Certificates
for payment therefor. STOCKHOLDERS SHOULD NOT SURRENDER THEIR CERTIFICATES ALONG
WITH THEIR PROXY CARDS FOR THE SPECIAL MEETING. Upon surrender to the Exchange
Agent of a Certificate, together with such letter of transmittal, duly executed,
and any other required documents, and upon acceptance thereof by the Exchange
Agent, the holder of such Certificate will be entitled to receive in exchange
therefor cash in an amount equal to the product of the number of Shares
represented by such Certificate multiplied by $8.00 less any withholding taxes,
and such Certificate will then be canceled. No interest will be required to be
paid or accrued on the cash payable upon the surrender of the Certificate. If
payment is to be made to a person other than the person in whose name the
Certificate surrendered is registered, it will be a condition of payment that
the Certificate so surrendered will be properly endorsed, with the signature
guaranteed, or otherwise in proper form for transfer and that the person
requesting such payment will pay any transfer or other taxes required by reason
of the payment to a person other than the registered holder of the Certificate
surrendered, or establish to the satisfaction of the Surviving Corporation that
such tax has been paid or is not applicable. Until so surrendered, each
Certificate will represent for all purposes only the right to receive $8.00 net
in cash, without any interest thereon, less any required withholding taxes. Any
funds remaining with the Exchange Agent six months following the Effective Time
will be delivered to the Surviving Corporation, after which time former holders
of Shares, subject to applicable law, must look only to the Surviving
Corporation for payment of their claims for the Merger Consideration, without
interest thereon, less any required withholding taxes, and will have no greater
rights against the Surviving Corporation than may be accorded to general
creditors of the Surviving Corporation under Delaware law.

AGREEMENTS OF RCPI, HOLDINGS AND THE INVESTORS. The Merger Agreement
provides that, at the Effective Time (or, at the election of Holdings,
immediately following the Effective Time), the RCPI Charter will be amended and
restated to be substantially in the form of the Certificate of Incorporation
attached as Exhibit A to the Merger Agreement. The Merger Agreement also
provides that the By-laws of Holdings, as in effect immediately prior to the
Effective Time, will be the By-laws of the Surviving Corporation. The Merger
Agreement provides that the directors and officers of Holdings immediately prior
to the Effective Time will be the initial directors and officers of the
Surviving Corporation.

The Merger Agreement provides that each Warrant and SAR issued and
outstanding immediately prior to the Effective Time will automatically be
canceled and retired and will cease to exist, and no consideration will be
delivered in exchange therefor.

The Merger Agreement provides that from the date thereof through the earlier
of the Effective Time and the termination thereof, (i) Whitehall will cause
Goldman Sachs to refrain from, among other things, exercising its rights to
designate a nominee to the Board and (ii) Whitehall will not exercise, and will
cause each holder of SARs not to exercise, any SARs unless RCPI has taken any
action and as a result the failure to exercise such SARs would adversely affect
the rights of Whitehall or such holder with respect to the SARs, the value of
the SARs to Whitehall or such holders or the position of Whitehall, such holders
or GSMC in RCPI. Any conversion of such SARs into 14% Debentures during this
period will be deemed not to be an incurrence of debt in violation of the Merger
Agreement, and such new 14% Debentures will be deemed not to be additional debt
for purposes of determining the satisfaction of the conditions in the Merger
Agreement.

GSMC LOANS. Concurrently with the execution of the Merger Agreement, GSMC
agreed to supplement the GSMC Loan Agreement to permit RCPI to borrow additional
amounts of up to $45 million (plus, if the Merger is not consummated by March
31, 1996, $3 million) to pay certain permitted expenses. By January 31, 1996,
RCPI had borrowed $39 million of such amounts. Such loans will be made under the
terms of the GSMC Loan Agreement provided that (i) such loans may be prepaid by
RCPI at any time (without penalty), (ii) once prepaid, the amount of such repaid
loans may not be reborrowed by RCPI and (iii) any such loans will accrue
interest at a rate equal to 10% per annum (compounded quarterly), and provided
further that, if any such amount has not been repaid by

61
<PAGE>

the earlier of (i) April 30, 1996, and (ii) the termination of the Merger
Agreement in certain circumstances, then any such amount that remains
outstanding will be subject to all terms and conditions (including interest and
repayment provisions) of the GSMC Loan Agreement. Except as described above,
such loans will be made on the same terms as the GSMC Loan Agreement.

CONDITIONS TO THE MERGER. The Merger will occur only if the Merger
Agreement is approved and adopted at the Special Meeting by the affirmative vote
of the holders of a majority of the Shares, in accordance with Section 251 of
the DGCL. In addition, the respective obligations of Holdings and the Investors,
on the one hand, and RCPI, on the other, to consummate the transactions
contemplated by the Merger Agreement are subject to the satisfaction of certain
conditions (any of which may be waived by the party or parties entitled to the
benefit thereof), including (i) the absence of any action by any governmental
authority or court that has the effect of restraining or preventing the
consummation of the Merger or subjecting any party or any of its affiliates to
substantial damages as a result of the consummation of the Merger; (ii) the
termination or expiration of any waiting period applicable to the Merger under
the HSR Act; (iii) the accuracy in all material respects, as of the date made
and as of the Effective Time, of the representations and warranties of the other
parties provided in the Merger Agreement; and (iv) the performance in all
material respects by the other parties of all obligations required to be
performed by them under the Merger Agreement. The obligations of Holdings and
the Investors to consummate the transactions contemplated by the Merger
Agreement are also subject to the satisfaction of the following conditions (any
of which may be waived by Holdings in its sole discretion):

(ii) the absence of any outstanding debt or other liabilities of RCPI or
its subsidiaries other than (A) debt and other liabilities specified on
Schedule B to the Merger Agreement in an aggregate amount up to $835.16
million, together with any accrued but unpaid interest thereon accruing
after December 31, 1995, (B) up to $12 million borrowed from GSMC after
December 31, 1995 to pay certain permitted expenses, (C) certain pending
litigation (including enumerated pending, threatened or potential
litigation, certain other litigation that would not have a material adverse
effect on RCPI and its subsidiaries, and certain ordinary course litigation
arising after the execution of the Merger Agreement that will not result in
an uninsured material recovery), and (D) other DE MINIMIS liabilities (as of
February , 1996, neither the Company nor the subsidiaries had outstanding
debts or liabilities other than those described in clauses (A) through (D)
above);

(iii) Holdings's reasonable satisfaction with the form and substance of
the Chapter 11 Plan and the disclosure statement relating thereto and the
proceedings relating to the confirmation thereof. The Chapter 11 Plan shall
provide (A) for the transfer to RCPI following the Merger or its designee of
(1) the Property, (2) all other real property (including leasehold
interests) owned by the Borrower and used in connection with the operation
of the Property consistent with past practices and (3) all personal property
(including leasehold interests) owned by the Borrower and

62
<PAGE>

material to the operation of the Property consistent with past practices,
and (B) that the maximum amount to be provided (or assumed) by RCPI under
the Chapter 11 Plan to be used to fund liabilities of the Borrower or its
estate will not exceed (1) $20 million (exclusive of the debtor-in-
possession financing permitted under the Merger Agreement) of liabilities
related to administrative expenses, claims entitled to priority under the
Bankruptcy Code, cure payments relating to leases and other executory
contracts to be assumed (including liabilities for tenant improvements)
reasonably acceptable to Holdings, and certain general unsecured claims
reasonably acceptable to Holdings and (2) all unpaid allowed ordinary course
administrative operating expense claims of the types specified in the
Chapter 11 Plan, subject to the right to object to such claims as provided
for under the Chapter 11 Plan;

(iv) RCPI's having taken all steps reasonably requested by Holdings to
terminate the Investment Agreement and the Combination Agreement with the
Zell Investor Group;

(v) the absence of (A) certain violations of law relating to the
Property, (B) structural defects in the Property that would require the
expenditure of more than $25 million to cure, repair or replace, (C) except
for certain permitted liens, defects of title to the Property and (D)
violations by the Borrower under the Mortgage Note (other than defaults in
the payment of principal or interest thereunder) that would have a material
adverse effect on the physical or financial condition of the Property;

(vi) the absence of certain environmental conditions relating to the
Property, the compliance with all applicable environmental laws and the
receipt of all required environmental permits and compliance therewith;

(vii) Holdings and the Investors being reasonably satisfied that
immediately after the Effective Time the Property (and other real property
(including leasehold interests)) owned by the Borrower and used in
connection with the operation of the Property consistent with past practices
and all personal property (including leasehold interests) owned by Borrower
and material to the operation of the Property consistent with past practices
will be conveyed to RCPI or its designee pursuant to the Chapter 11 Plan;
and

(viii) the occurrence of the effective date of the Chapter 11 Plan.

REPRESENTATIONS AND WARRANTIES. The Merger Agreement contains
representations and warranties by each of the parties regarding, among other
things, its organization (if it is not an individual), authority to enter into
the transactions, requisite consents and approvals, information in the Proxy
Statement, non-contravention of organizational documents, material contracts or
applicable laws and brokers and finders. In addition, RCPI makes certain
representations and warranties regarding, among other things, its
capitalization, compliance with applicable laws, the content and submission of
forms and reports required to be filed by RCPI with the Commission, the absence
of certain changes in RCPI's business since December 31, 1994, litigation to
which RCPI is a party, intellectual property, material contracts, certain
agreements, employee benefit plans, tax matters, title to its properties and
assets, approval by the Board of the Merger Agreement and the recommendation by
the Board of the Merger to the stockholders of RCPI, the opinion of PaineWebber,
governmental regulation, subordination of certain leases and adequacy of
insurance. The representations and warranties of each of the parties to the
Merger Agreement will expire at the Effective Time.

COVENANTS. In the Merger Agreement, each of the parties thereto has agreed
to certain covenants regarding the satisfaction of conditions, confidentiality
and publicity. In addition, RCPI has agreed that, except as otherwise
contemplated by the Merger Agreement, prior to the Effective Time, RCPI will
conduct its operations only in the ordinary course of business consistent with
past practices; provide Holdings and its agents reasonable access to RCPI and
its facilities, properties, books and records; submit all new leases and lease
renewals with respect to the Property to Holdings for approval; upon obtaining
knowledge thereof, promptly give written notice to Holdings of the occurrence of
any default under any material contract of RCPI, the pendency or commencement of
any

63
<PAGE>
material litigation, arbitration or governmental proceeding against RCPI, any
levy of an attachment, execution or other process against RCPI's assets in
excess of $1,000,000 in the aggregate, the occurrence of any event that would
prevent RCPI from qualifying as a REIT, or the occurrence of any event or
condition that would have a material adverse effect on the financial condition
of RCPI and file a Chapter 11 plan of the Borrower pursuant to which the
Property will be transferred to RCPI and other motions and pleadings in
connection therewith, with the approval of Holdings. In addition, RCPI agreed to
take all steps reasonably requested by Holdings to terminate the Combination
Agreement, prepay all borrowings made under the Investment Agreement, take all
steps reasonably requested by Holdings to terminate the Investment Agreement
and, except for payments or actions described in this sentence, not to make any
payments under the Combination Agreement and the Investment Agreement without
the prior written consent of Holdings and not to take any action with respect to
the Combination Agreement or the Investment Agreement without the prior written
consent of Holdings, which may not be unreasonably withheld.

In addition, prior to the Effective Time, RCPI will not, without the prior
written consent of Holdings: (a) declare, set aside or pay any dividend or
distribution (whether in cash, stock or property or combination thereof) in
respect of its capital stock, unless and to the extent required to meet
qualification rules for a REIT under the Internal Revenue Code; (b) authorize or
effect the issuance, sale, pledge, disposition or encumbrance (whether through
the issuance or granting of options, warrants, convertible securities or
otherwise) of any capital stock of RCPI; (c) subject to certain exceptions,
adopt or amend in any material respect any employment, consulting or severance
agreement with any present or former director, officer, consultant or other
employee of RCPI or any of RCPI's subsidiaries; (d) subject to certain
exceptions, establish any new benefit plan, or amend any existing benefit plan,
for any directors, officers, consultants or employees; (e) amend the RCPI
Charter or the RCPI By-laws; (f) acquire or agree to acquire (by merger,
consolidation or acquisition of stock or assets or otherwise) any corporation,
partnership or other business organization or division thereof or any assets
that are material to RCPI; (g) sell, dispose or otherwise subject to a lien any
of its real property or material assets; (h) except as specified in the Merger
Agreement, incur any debt or assume, guarantee or endorse or otherwise become
responsible for the obligations of any person, or make any loans, advances or
investments; (i) create or acquire any subsidiary; (j) except as specified in
the Merger Agreement, incur any expenses; (k) except as specified in the Merger
Agreement, amend, modify or cancel, or waive any rights under, any material
agreement; (l) adopt any plan of complete or partial liquidation or merger,
consolidation, restructuring, recapitalization or reorganization; (m) amend,
waive or modify the Mortgage Note in any manner adverse to RCPI or the
Investors; (n) change any accounting principles of RCPI except as required by
the Commission or in accordance with the Financial Accounting Standards Board;
(o) settle any shareholder claims; (p) enter into any transactions with
affiliated parties other than on terms and conditions at least as favorable to
RCPI as would be obtainable by RCPI with an unaffiliated party; (q)consent to or
approve (i) any debtor-in-possession financing other than the
debtor-in-possession financing previously approved by the bankruptcy court in
the Borrower's Chapter 11 proceeding (except that RCPI may not consent to
certain borrowings under the stipulation relating thereto) or (ii) any
application of the proceeds of any debtor-in-possession financing that deviates
from the uses approved by such bankruptcy court and such stipulation; or (r)
agree to take any of the actions described above.

INDEMNIFICATION AND INSURANCE. The Merger Agreement provides that
subsequent to the Effective Time the Surviving Corporation will indemnify and
hold harmless each present and former director, officer, employee, fiduciary and
agent of RCPI against all losses in connection with any claim, action, suit,
proceeding or investigation, whether civil, criminal, administrative or
investigative, arising out of or pertaining to any action or omission in their
capacity as director or officer occurring before the Effective Time, whether
asserted or claimed prior to, at or after the Effective Time, for a period of
six years after the Effective Time, in each case to the fullest extent permitted
under applicable law (and shall pay any expenses in advance of the final
disposition of such action or proceeding to the fullest extent permitted under
Delaware law).

64
<PAGE>

Section 145 of the DGCL provides, in summary, that a Delaware corporation
may indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action by reason of the fact that
he or she is or was a director or officer of the corporation against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her in connection with such action if
he or she acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the corporation and, with respect
to any criminal action or proceeding, if he or she had no reasonable cause to
believe their conduct was unlawful; PROVIDED that no indemnification may be made
against expense in respect of any claim, issue or matter as to which they shall
have been adjudged to be liable to the corporation, unless and only to the
extent that the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, they are fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper. Any such
indemnification may be made by the corporation only as authorized in each
specific case upon a determination by the stockholders or disinterested
directors that indemnification is proper because the indemnitee has met the
applicable standard of conduct. Article TWELFTH of the RCPI Charter provides
that no director of RCPI shall be personally liable to RCPI or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability to the extent provided by applicable law (i) for any breach of such
director's duty of loyalty to RCPI or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the DGCL (unlawful payment of
dividends or unlawful purchase or redemption) or (iv) for any transaction from
which such director derived any improper personal benefit. Article V of RCPI's
By-laws entitles officers, directors, employees and agents of RCPI to
indemnification if and to the extent authorized by applicable law.

The Merger Agreement provides that for a period of six years after the
Effective Time, the Surviving Corporation will maintain in effect policies of
directors' and officers' liability insurance in substantially the same form with
substantially the same terms and conditions as contained in RCPI's current
policies of directors' and officers' liability insurance in an amount not less
than the amount currently maintained by RCPI with respect to claims arising from
facts or events that occurred prior to the Effective Time, provided that, in the
case of insurance, such insurance is available on commercially reasonable terms.
If the Surviving Corporation consolidates with or merges into any other person
and will not be the surviving corporation of such consolidation or merger, or
transfers all or substantially all of its assets to any person, the successors
and assigns of the Surviving Corporation must assume the obligations relating to
insurance and indemnification.

EXCLUSIVITY. Prior to the termination of the Merger Agreement, and except
as provided below, neither RCPI nor any of its affiliates, nor any of their
respective agents (collectively, the "RCPI Parties"), will, directly or
indirectly, solicit, pursue or attempt to engage in or enter into any
discussions with any person (including the Borrower and its affiliates) other
than the Investors, GSMC, Holdings or Mergerco (or any of their affiliates),
with a view toward entering into an Alternate Transaction (as defined in the
Merger Agreement). Notwithstanding the foregoing, RCPI may respond to and pursue
an unsolicited proposal to consummate an Alternate Transaction (an "Alternate
Transaction Proposal") that the Board determines could be financially superior
to the Merger, if, based on the advice of outside legal counsel, the Board
believes it has a fiduciary duty to the holders of Common Stock under applicable
law to respond to and pursue such Alternate Transaction Proposal, provided that
RCPI must inform Holdings of such Alternate Transaction Proposal (but not the
identity of the person making the Alternate Transaction Proposal or the terms
thereof) prior to responding thereto. In addition, RCPI may provide at any time
information concerning RCPI and the Property to third parties in response to
requests for such information (but may not provide information about Holdings,
GSMC (or their affiliates), any Investor or the Merger Agreement or anything
contained therein or relating thereto unless and to the extent required by law).

TERMINATION; FEES AND EXPENSES. The Merger Agreement provides that it may
be terminated and the Merger abandoned at any time prior to the Effective Time,
whether before or after approval by the

65
<PAGE>

stockholders of RCPI, in the following circumstances: (a) by mutual written
consent of Holdings and RCPI; (b) by Holdings if there has been a material
breach of any representation, warranty, covenant or agreement on the part of
RCPI; (c) by RCPI if there has been a material breach of any representation,
warranty, covenant or agreement on the part of Holdings, GSMC or any Investor;
(d) by either Holdings or RCPI if the Merger has not been consummated before
April 30, 1996, provided that such failure has not been caused by the material
breach of the Merger Agreement by the party seeking to terminate the Merger
Agreement; (e) by either Holdings or RCPI if the stockholders of RCPI fail to
approve and adopt the Merger Agreement at the Special Meeting; (f) by Holdings
if (i) the Board withdraws, modifies or changes its recommendation to the
stockholders in any manner adverse to Holdings, (ii) the Board recommends to the
stockholders of RCPI, or enters into, an Alternate Transaction, (iii) a tender
offer is commenced that would result in any person or group owning in excess of
50% of the Shares or (iv) any person or group acquires or has the right to
acquire beneficial ownership of more than 50% of the outstanding Shares; (g) by
RCPI, at any time prior to the occurrence of a vote by the stockholders of RCPI,
if (i) RCPI has received an Alternate Transaction Proposal that RCPI's Board of
Directors determines in good faith could be financially superior to the Merger,
(ii) based on the advice of outside legal counsel, RCPI's Board of Directors
believes that it is required to respond to and pursue such Alternate Transaction
Proposal in order to comply with its fiduciary obligations and (iii) RCPI has
entered into a definitive agreement to consummate an Alternate Transaction or
(h) by Holdings or RCPI if a court or governmental entity issues an order,
decree or ruling or takes any action restraining, enjoining or otherwise
prohibiting the consummation of the Merger, and such order, decree, ruling or
other action becomes final and nonappealable.

The Merger Agreement provides that RCPI will pay Holdings $6.5 million
(including any amounts paid Holdings in accordance with the final sentence of
this paragraph) (i) if the Merger Agreement is terminated due to any events
described in clause (b), (f) or (g) in the preceding paragraph and, within 30
months after the date on which the Merger Agreement is terminated, RCPI
consummates an Alternate Transaction or (ii) if the Merger Agreement is
terminated due to any of the events described in clause (d) (if each of
Holdings, GSMC and each Investor (x) is not in material breach of any covenant,
representation or warranty; (y) is willing and able to consummate the Merger;
and (z) has satisfied in all material respects the conditions set forth in the
Merger Agreement applicable to it) or clause (e), if at the time the Merger
Agreement is terminated there exists an Alternate Transaction Proposal and,
within 30 months after the date on which the Merger Agreement is terminated,
RCPI consummates an Alternate Transaction. In any event, RCPI will pay to
Holdings $2.925 million if the Merger Agreement is terminated due to the RCPI
stockholders' failure to approve and adopt the Merger Agreement as described in
clause (e) in the preceding paragraph.

If the Merger Agreement is terminated for any reason (other than as a result
of a material breach of any representation, warranty, covenant or agreement on
the part of Holdings, GSMC or any Investor), RCPI will reimburse Holdings for
expenses of up to an aggregate amount of $2.5 million incurred by Holdings and
the Investors in connection with the preparation, execution and performance of
the Merger Agreement and the transactions contemplated thereby, including fees
and expenses of counsel.

SOURCE AND AMOUNT OF FUNDS

66
<PAGE>
The funds to be used by Whitehall to meet its funding commitments are
expected to come from capital contributions from the partners in Whitehall.

The funds to be used by Rockprop to meet its funding commitments are
expected to come from capital contributions or loans from the members of
Rockprop.

The funds to be used by the affiliate of Mr. Rockefeller to meet its funding
commitments are expected to come from capital contributions of its equity
holders.

The funds to be used by Troutlet to meet its funding commitments are
expected to come from capital contributions by its stockholders and from Gribble
and Weevil. The funds to be used by Gribble and Weevil are expected to come from
capital contributions by their respective stockholders.

The funds to be used by Exor to meet its funding commitments are expected to
come from currently available working capital of Exor.

THE RIGHTS OFFERING AGREEMENT

The following is a summary of the material provisions of the Rights Offering
Agreement, a conformed copy of which is included with this Proxy Statement as
Annex B. Such summary is qualified in its entirety by reference to the Rights
Offering Agreement, which is incorporated herein by reference. Any election by
RCPI to proceed with a rights offering would not require prior approval of the
RCPI stockholders.

At the time of the execution of the Merger Agreement, RCPI entered into the
Rights Offering Agreement with Goldman Sachs and Whitehall, which agreement sets
forth the agreement of the parties with respect to the matters summarized below
in the event that the stockholders of RCPI fail to approve the Merger Agreement
at the Special Meeting (unless such failure results from RCPI's breach of the
Merger Agreement).

RIGHTS OFFERING. If the stockholders of RCPI fail to approve the Merger
Agreement at the Special Meeting (unless such failure results from RCPI's breach
of the Merger Agreement) and RCPI so elects within 30 days after the Special
Meeting, RCPI will conduct a $200 million registered public rights offering (the
"Rights Offering") in which each holder of Common Stock as of the record date
therefor would be offered the right to acquire newly issued shares of Common
Stock, at a price per share (the "Rights Offering Price") set by the Board in
its discretion, which in no event will be less than $6.00 per share, but which
may be less than the "fair market value of Common Stock" (as defined in the
Warrant Agreement). The rights (the "Rights") offered in the Rights Offering
would be freely transferable and participants in the Rights Offering would be
offered the right to oversubscribe. In addition, appropriate measures would be
taken to ensure, to the extent practicable, compliance with the "Limit"
contained in the RCPI Charter.

If RCPI decides to engage an underwriter for the Rights Offering, Goldman
Sachs would have the opportunity to underwrite and lead manage the Rights
Offering on customary terms, which would include a fee of 3% of the amount
underwritten and an additional fee of 3% of the Rights Offering Price for each
Right taken up by the underwriters. PaineWebber would have the opportunity to
co-underwrite up to 50% of the Rights Offering on the same terms (proportionate
to its participation).

The net proceeds of the Rights Offering would be used to redeem the Floating
Rate Notes (as supplemented by the additional GSMC Loans made pursuant to the
Merger Agreement), at the redemption price (with the prepayment premium) in
effect at the time of repayment, and any balance of the net proceeds would be
available to RCPI for working capital purposes and to reimburse the Whitehall
Group for the $750,000 of expenses incurred by it in connection with the
enforcement of its rights under the Goldman Sachs Financing.

RECONSTITUTION OF RCPI'S BOARD OF DIRECTORS. Prior to the implementation of
the debt restructuring referred to below, the Board would be reconstituted
(without a stockholder vote) to include the following five members: (i) two of
the current directors, (ii) a director designated by Goldman Sachs

67
<PAGE>
pursuant to their December 1994 agreement with RCPI, (iii) Mr. Speyer and (iv)
an independent director selected by Whitehall from a list of three new potential
directors (who have stature in the real estate industry and are not affiliated
with direct competitors of Goldman Sachs in the principal investing business or
in the real estate investment banking business) nominated by the current
directors of RCPI. The reconstituted Board would elect a new Chairman.

WHITEHALL GROUP PARTICIPATION. Immediately following the closing of the
Rights Offering, the holders of the Warrants and SARs would be issued additional
Warrants and SARs, so that they would hold, on account only of their holdings of
the Warrants and the SARs, a 19.9% fully diluted equity ownership position in
RCPI (or such lower percentage as may exist as a result of any exercise of
Warrants or SARs prior to such closing). In addition, Whitehall would be granted
rights (the "Additional Rights") to purchase a number of shares of Common Stock
equal to 42,000,000 divided by the sum of the Rights Offering Price plus $1. The
Additional Rights will be issued pursuant to an agreement containing
substantially the same terms as set forth in the Warrant Agreement as amended at
the time of their issuance. Under no circumstances will the issuance of the
Additional Rights entitle the holders of the Warrants and the SARs to any
additional Warrants or SARS. The exercise price of such rights would equal the
Rights Offering Price plus $1 per share of Common Stock until the second
anniversary of the closing of the Rights Offering and the Rights Offering Price
plus $1.50 per share of Common Stock for the period beginning on the second
anniversary of such closing and ending on the third anniversary of such closing.
Any such rights that are not exercised by the third anniversary of such closing
would expire. Assuming the Rights Offering was fully subscribed, the Rights
Offering Price were $6.00 and no additional shares of Common Stock (or rights to
purchase Common Stock) were issued by RCPI, the holders of the Warrants, SARs
and the Additional Rights would be entitled, upon full exercise thereof, to
24.9% of the equity of RCPI. However, as a result of the Limit, the Whitehall
Group would not be able to hold Warrants, additional rights and Shares equalling
more than 9.8% of the outstanding Shares at any time; therefore, any other
equity related holdings by the Whitehall Group would have to be in the form of
SARs (whose conversion into Warrants is subject to compliance with the Limit) or
some other form of security that would give the Whitehall Group the economic
equivalent of a Share but would not give the Whitehall Group the right generally
to vote.

DEBT RESTRUCTURING. If the Rights Offering were closed and all of the
shares offered were subscribed for, certain of RCPI's debt would be
restructured. The Debenture Purchase Agreement would be amended to permit RCPI
to issue up to $375 million principal amount of senior debt or, if the Board
determines that the Zero Coupon Convertible Debentures should not remain
outstanding, up to $700 million principal amount of senior debt. Except as set
forth in the following paragraph, the 14% Debentures would be subordinated to
the senior debt and this senior debt could be secured under the Collateral Trust
Agreement under which the 14% Debentures, the Floating Rate Notes and the
Convertible Debentures are currently secured. However, if the Zero Coupon
Convertible Debentures were refinanced, the "pay-in-kind" or accrual feature of
the 14% Debentures would be terminated.

In addition, RCPI would be permitted to enter into a credit lease financing
arrangement relating to a lease from, or guaranteed by, GE. The portion of the
Property covered by the lease financing would be released from the Collateral
Trust Agreement. GE and its subsidiaries, including NBC, currently lease
approximately 21.4% of the Property. If a lease financing were consummated, the
14% Debentures would no longer be subordinated to any other debt of RCPI. In
connection with any such lease financing, Goldman Sachs would have the
opportunity to lead-manage the financing and PaineWebber would have the
opportunity to co-manage 25% of the financing, in each case on customary terms.

The covenants contained in the Debenture Purchase Agreement would be further
amended to, among other things, (i) increase from $10 million to $30 million the
amount of unsecured debt that RCPI is permitted to have outstanding at any time
to cover its working capital needs; (ii) restrict debt incurred to acquire
assets to 66% of the assets' purchase price in the case of nonrecourse debt and
50% of the assets' purchase price in the case of recourse debt; (iii) eliminate
the restrictions on advances and loans made by RCPI; (iv) eliminate the
limitations on transactions with affiliates of RCPI and

68
<PAGE>

thus allow RCPI to enter into any transactions with affiliates without the
transaction having to meet a comparable arms-length transaction test; (v)
eliminate the restrictions on RCPI incurring operating lease obligations; (vi)
eliminate the prohibition on RCPI initiating changes in its governing documents,
except to eliminate the Limit; (vii) eliminate the restrictions on RCPI's
ability to modify the Mortgage; and (viii) eliminate the prohibition on altering
the character of RCPI's business.

CHANGES IN THE WARRANTS AND SARS. In connection with Rights Offering,
certain changes would be made in the terms of the Warrants and SARs. The Warrant
Agreement and the SAR Agreement would be amended to provide that (i) the SARs
would no longer be automatically convertible into Warrants in the event of
certain changes to the Limit; rather SARs would be convertible into Warrants
only at the option of the holders and subject to the Limit and (ii) all Warrants
may be converted into SARs at the option of the holders thereof, provided that,
once $6 million of 14% Debentures have been issued in connection with the
exercise of SARs issued upon conversion of Warrants or acquired upon conversion
of Additional Rights, any subsequent 14% Debentures issued in connection with
the exercise of SARs issued upon conversion of Warrants or acquired upon
acquisition of Additional Rights would be prepayable by RCPI at any time at par.

After completion of the Rights Offering, the Warrants and SARs would be
amended (i) to eliminate the existing requirement for consent of the holders of
the Warrants and the SARs to issuances of Common Stock for cash or property at a
price less than the "fair market value of Common Stock" and the existing
"anti-dilution protection" with respect to issuances of Common Stock for cash or
property at a price at least equal to the then "fair market value of Common
Stock", (ii) to base the "fair market value of Common Stock" on a 30-day, rather
than a 90-day, trailing average and (iii) to make changes to the covenants in
the Warrant Agreement and the SAR Agreement corresponding to the changes
(described under "Debt Restructuring" above) to like covenants in the Debenture
Purchase Agreement.

DECISION TO CONDUCT RIGHTS OFFERING UNDER RIGHTS OFFERING AGREEMENT. No
decision has been made by the RCPI Board as to whether the option to conduct the
Rights Offering will be exercised if the RCPI stockholders do not approve the
Merger Agreement; such a decision would be made in the light of the
circumstances obtaining at the time of a failure to approve the Merger
Agreement.

MISCELLANEOUS. The December 1994 agreement among RCPI, Whitehall and
Goldman Sachs providing for a 62.5% special supermajority voting requirement for
certain stockholder actions would be amended to provide that the voting
percentage would be equal to 0.5006 mulitplied by a fraction the denominator of
which is the aggregate number of shares of Common Stock then outstanding and the
numerator of which is the sum of (a) the aggregate number of shares of Common
Stock then outstanding, (b) the aggregate number of Warrants then outstanding
and (c) the aggregate number of SARs then outstanding. The voting percentage
would be recalculated upon any change in any of (a), (b) or (c).

RCPI would appoint Tishman Speyer as the exclusive managing agent for the
Property for a three-year term, subject to renewal at the option of RCPI for two
successive one-year terms, and for a fee of 1.5% of gross revenues plus a
one-half standard commission override. In addition, Tishman Speyer would have
the right to provide cleaning and other property-related services on customary
terms as approved by the Board.

69
<PAGE>
RIGHTS OF DISSENTING STOCKHOLDERS

If the Merger is consummated, holders of shares are entitled to appraisal
rights under Section 262 of the DGCL, provided that they comply with the
conditions established by Section 262.

SECTION 262 OF THE DGCL IS REPRINTED IN ITS ENTIRELY AS ANNEX D TO THIS
PROXY STATEMENT. THE FOLLOWING DISCUSSION IS NOT A COMPLETE STATEMENT OF THE LAW
RELATING TO APPRAISAL RIGHTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SECTION 262 OF THE DGCL ATTACHED AS ANNEX D. THIS DISCUSSION AND SECTION 262 OF
THE DGCL ATTACHED AS ANNEX D SHOULD BE REVIEWED CAREFULLY BY ANY HOLDER WHO
WISHES TO EXERCISE STATUTORY APPRAISAL RIGHTS OR WHO WISHES TO PRESERVE THE
RIGHT TO DO SO, AS FAILURE TO COMPLY WITH THE PROCEDURES SET FORTH HEREIN OR
THEREIN WILL RESULT IN THE LOSS OF APPRAISAL RIGHTS.

A record holder of Shares who makes the demand described below with respect
to such Shares, who continuously is the record holder of such Shares through the
Effective Time, who otherwise complies with the statutory requirements of
Section 262 and who neither votes in favor of the approval and adoption of the
Merger Agreement nor consents thereto in writing will be entitled to receive
from RCPI the fair value of such holder's Shares as determined in an appraisal
proceeding conducted by the Delaware Court of Chancery (the "Delaware Court").
Except as set forth herein, stockholders of RCPI will not be entitled to
appraisal rights in connection with the Merger.

Under Section 262, where a merger is to be submitted for approval at a
meeting of stockholders, as in the Special Meeting, not less than 20 days prior
to the meeting, a constituent corporation must notify each of the holders of its
stock for which appraisal rights are available that such appraisal rights are
available and include in each such notice a copy of Section 262. This Proxy
Statement constitutes such notice to the record holders of the Shares.

Holders of Shares who desire to exercise their appraisal rights must not
vote in favor of approval and adoption of the Merger Agreement and must deliver
a separate written demand for appraisal to RCPI BEFORE the vote by the
stockholders of RCPI on the Merger Agreement. A stockholder who signs and
returns a proxy without expressly directing by checking the applicable boxes on
the reverse side of the proxy card enclosed herewith that such stockholder's
Shares be voted against the proposal or that an abstention be registered with
respect to such stockholder's Shares in connection with the proposal will have
thereby effectively waived such stockholder's appraisal rights because, in the
absence of express contrary instructions, such Shares will be voted in favor of
the proposal. Accordingly, a stockholder who desires to perfect appraisal rights
must either (i) refrain from executing and returning the enclosed proxy card and
from voting in person in favor of the proposal to approve the Merger Agreement
or (ii) check either the "Against" or the "Abstain" box next to the proposal on
such card or attend the Special Meeting and either affirmatively vote in person
against the proposal or abstain from voting thereon. A demand for appraisal must
be executed by or on behalf of the stockholder of record and must reasonably
inform RCPI of the identity of the stockholder of record and that such record
stockholder intends thereby to demand appraisal of such stockholder's Shares. A
person having a beneficial interest in Shares that are held of record in the
name of another person, such as a broker, fiduciary or other nominee, must act
promptly to cause the record holder to follow the steps summarized herein
properly and in a timely manner to perfect whatever appraisal rights are
available. If the Shares are owned of record by a person other than the
beneficial owner, including a broker, fiduciary (such as a trustee, guardian or
custodian) or other nominee, such demand must be executed by or for the record
owner. If the shares are owned of record by more than one person, as in a joint
tenancy or tenancy in common, such demand must be executed by or for all joint
owners. An authorized agent, including an agent for two or more joint owners,
may execute the demand for appraisal for the stockholder of record; however, the
agent must identify the record owner and expressly disclose the fact that, in
exercising the demand, such person is acting as agent for the record owner.

A record owner, such as a broker, fiduciary or other nominee, who holds
Shares as a nominee for others, may exercise appraisal rights with respect to
the Shares held for all or less than all beneficial

70
<PAGE>
owners of shares as to which such person is the record owner. In such case, the
written demand must set forth the number of Shares covered by such demand. Where
the number of Shares is not expressly stated, the demand will be presumed to
cover all shares outstanding in the name of such record owner.

A stockholder who elects to exercise appraisal rights should mail or deliver
such stockholder's written demand to Rockefeller Center Properties, Inc., 1270
Avenue of the Americas, New York, New York 10020, Attention: Stephanie Leggett
Young, Vice President and Secretary.

The written demand for appraisal should specify the stockholder's name and
mailing address, the number of Shares owned, and that the stockholder is thereby
demanding appraisal of such stockholder's Shares. A proxy or vote against the
approval and adoption of the Merger Agreement will not by itself constitute such
a demand. Within ten days after the Effective Time, the Surviving Corporation
must provide notice of the Effective Time to all stockholders who have complied
with Section 262.

Within 120 days after the Effective Time, either the Surviving Corporation
or any stockholder who has complied with the required conditions of Section 262
may file a petition in the Delaware Court, with a copy served on the Surviving
Corporation in the case of a petition filed by a stockholder, demanding a
determination of the fair value of the Shares of all dissenting stockholders.
There is no present intent on the part of the Investors to file an appraisal
petition and stockholders seeking to exercise appraisal rights should not assume
that the Surviving Corporation will file such a petition or that the Surviving
Corporation will initiate any petitions with respect to the fair value of such
Shares. Accordingly, stockholders who desire to have their Shares appraised
should initiate any petitions necessary for the perfection of their appraisal
rights within the time periods and in the manner prescribed in Section 262.
Within 120 days after the Effective Time, any stockholder who has theretofore
complied with the applicable provisions of Section 262 will be entitled, upon
written request, to receive from the Surviving Corporation a statement setting
forth the aggregate number of Shares not voting in favor of the approval and
adoption of the Merger Agreement and with respect to which demands for appraisal
were received by the RCPI and the number of holders of such Shares. Such
statement must be mailed within 10 days after the written request therefor has
been received by the Surviving Corporation.

If a petition for an appraisal is timely filed, at the hearing on such
petition the Delaware Court will determine which stockholders are entitled to
appraisal rights. The Delaware Court may require the stockholders who have
demanded an appraisal for their Shares and who hold stock represented by
certificates to submit their certificates of stock to the Register in Chancery
for notation thereon of the pendency of the appraisal proceedings; if any
stockholder fails to comply with such direction, the Delaware Court may dismiss
the proceedings as to such stockholder. Where proceedings are not dismissed, the
Delaware Court will appraise the Shares owned by such stockholders, determining
the fair value of such Shares exclusive of any element of value arising from the
accomplishment or expectation of the Merger, together with a fair rate of
interest, if any, to be paid upon the amount determined to be the fair value. In
determining fair value, the Delaware Court is to take into account all relevant
factors. In WEINBERGER V. UOP INC., the Delaware Supreme Court discussed the
factors that could be considered in determining fair value in an appraisal
proceeding, stating that "proof of value by any techniques or methods which are
generally considered acceptable in the financial community and otherwise
admissible in court" should be considered, and that "fair price obviously
requires consideration of all relevant factors involving the value of a
company". The Delaware Supreme Court stated that in making this determination of
fair value, the court must consider market value, asset value, dividends,
earnings prospects, the nature of the enterprise and any other facts which would
be ascertained as of the date of the merger which throw light on future
prospects of the merged corporation. In WEINBERGER, the Delaware Supreme Court
stated that "elements of future value, including the nature of the enterprise,
which are known or susceptible of proof as of the date of the merger and not the
product of speculation, may be considered". Section 262, however, provides that
fair value is to be "exclusive of any element of value arising from the
accomplishment or expectation of the merger".

71
<PAGE>
Holders of Shares considering seeking appraisal should recognize that the
fair value of their Shares determined under Section 262 could be more than, the
same as or less than the consideration they are entitled to receive pursuant to
the Merger Agreement if they do not seek appraisal of their Shares. The cost of
the appraisal proceeding may be determined by the Delaware Court and taxed
against the parties as the Delaware Court deems equitable in the circumstances.
Upon application of a dissenting stockholder of RCPI, the Delaware Court may
order that all or a portion of the expenses incurred by any dissenting
stockholder in connection with the appraisal proceeding, including without
limitation, reasonable attorneys' fees and the fees and expenses of experts, be
charged pro rata against the value of all Shares entitled to appraisal.

Any holder of Shares who has duly demanded appraisal in compliance with
Section 262 will not, after the Effective Time, be entitled to vote for any
purpose any Shares subject to such demand or to receive payment of dividends or
other distributions on such Shares, except for dividends or distributions
payable to stockholders of record at a date prior to the Effective Time.

At any time within 60 days after the Effective Time, any stockholder
electing to demand an appraisal of Shares under Section 262 of the DGCL will
have the right to withdraw such demand for appraisal and to accept the terms
offered in the Merger; after this period, the stockholder may withdraw such
demand for appraisal only with the consent of the Surviving Corporation. If no
petition for appraisal is filed with the Delaware Court within 120 days after
the Effective Time, stockholders' rights to appraisal will cease, and all
holders of Shares will be entitled to receive the consideration offered pursuant
to the Merger Agreement. Inasmuch as the Surviving Corporation has no obligation
to file such a petition, and the Investors have no present intention to do so,
any holder of Shares who desires such a petition to be filed is advised to file
it on a timely basis. Any stockholder may withdraw such stockholder's demand for
appraisal and accept the Merger Consideration, except that (i) any such attempt
to withdraw made more than 60 days after the Effective Time will require written
approval of the Surviving Corporation and (ii) no appraisal proceeding in the
Delaware Court will be dismissed as to any stockholder without the approval of
the Delaware Court, and such approval may be conditioned upon such terms as the
Delaware Court deems just.

72
<PAGE>
CERTAIN UNITED STATES FEDERAL INCOME TAX
CONSEQUENCES OF THE MERGER

The receipt of cash for Shares in the Merger or pursuant to the exercise of
dissenters' appraisal rights will be a taxable transaction for federal income
tax purposes and generally will also be a taxable transaction under applicable
state, local, foreign or other tax laws. Generally, a stockholder who disposes
of all of such stockholder's Shares in connection with the Merger will recognize
gain or loss for such purposes equal to the difference between the cash received
for the Shares and such stockholder's tax basis for the Shares such stockholder
sells in the Merger. For federal income tax purposes, such gain or loss will be
capital gain or loss if the Shares are a capital asset in the hands of the
stockholder, and long-term capital gain or loss if the stockholder's holding
period is more than one year as of the Effective Time. There are significant
limitations on the deductibility of capital losses. Gain or loss will be
calculated separately for each block of Shares canceled and converted into the
right to receive the Merger Consideration or with respect to which dissenters'
appraisal rights are exercised.

Legislative proposals have been under consideration that would reduce the
rate of federal income taxation of certain capital gains. Such legislation, if
enacted, might apply only to gain realized on sales occurring after a date
specified in the legislation. It cannot be predicted whether any such
legislation ultimately will be enacted and, if enacted, what its effective date
will be.

In general, in order to prevent backup federal income tax withholding at a
rate of 31% on the Merger Consideration to be received, each RCPI stockholder
who is not otherwise exempt from such requirements must provide such holder's
correct taxpayer identification number (and certain other information) by
completing a Substitute Form W-9, which will be provided to each stockholder.

THE FOREGOING DISCUSSION MAY NOT BE APPLICABLE TO CERTAIN TYPES OF
TAXPAYERS, SUCH AS BROKER-DEALERS AND PERSONS WHO ARE NOT CITIZENS OR RESIDENTS
OF THE UNITED STATES OR WHO ARE FOREIGN CORPORATIONS.

THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL
INFORMATION ONLY AND IS BASED ON PRESENT LAW. STOCKHOLDERS SHOULD CONSULT THEIR
OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES OF THE MERGER TO THEM,
INCLUDING THE APPLICABILITY AND EFFECT OF THE ALTERNATIVE MINIMUM TAX AND OF ANY
STATE, LOCAL AND FOREIGN LAWS.

73
<PAGE>
CERTAIN FINANCIAL PROJECTIONS

RCPI does not, as a matter of course, make public forecasts or projections
as to future performance, earnings or cash flows. However, in connection with
the Board's review of strategic alternatives following the bankruptcy of the
Borrower, certain projections, set forth below (the "Projections"), of future
net cash flows before debt service of the Property were submitted to the Board
at a meeting held on August 3, 1995 at which Daniel Neidich, who was still at
that time a member of the Board, was present.

THE PROJECTIONS WERE NOT PREPARED WITH A VIEW TO PUBLIC DISCLOSURE OR
COMPLIANCE WITH PUBLISHED GUIDELINES OF THE AMERICAN INSTITUTE OF CERTIFIED
PUBLIC ACCOUNTANTS OR THE COMMISSION REGARDING PROJECTIONS AND FORECASTS. RCPI'S
INDEPENDENT AUDITORS HAVE NOT EXAMINED, COMPILED OR APPLIED AGREED-UPON
PROCEDURES TO THE PROJECTIONS AND HAVE NO RESPONSIBILITY FOR THE INFORMATION
CONTAINED THEREIN. IN ADDITION, THE PROJECTIONS ARE BASED UPON MANY ESTIMATES
AND ASSUMPTIONS, AND ARE INHERENTLY SUBJECT TO SIGNIFICANT BUSINESS, ECONOMIC
AND COMPETITIVE UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH ARE BEYOND THE
CONTROL OF THE OWNER OF THE PROPERTY. ACCORDINGLY, ACTUAL CASH FLOW MAY BE
MATERIALLY HIGHER OR LOWER THAN THAT PROJECTED. THE INCLUSION OF SUCH
PROJECTIONS HEREIN SHOULD NOT BE REGARDED AS A REPRESENTATION BY RCPI OR ANY
OTHER PERSON THAT THE PROJECTIONS WILL PROVE TO BE CORRECT.

The Realtech Group ("Realtech") has provided exclusive valuation services to
Rockefeller Center since 1985. Realtech has prepared a model containing data on
all existing leases at Rockefeller Center and on the Property's expenses, from
which it can generate projections of various financial statement items based on
inputted assumptions. In completing its 1994 appraisal, Douglas Elliman utilized
the Realtech model to prepare projections based on leasing data as of November
30, 1994 and a series of assumptions specified by Douglas Elliman. In preparing
the Projections, RCPI utilized the Realtech model to calculate the projected net
cash flow before debt service of the Property based on the same assumptions
utilized by Douglas Elliman, except that the lease data was updated to June 30,
1995 ("Case 1") and based on two sets of specified changes to the Douglas
Elliman assumptions ("Case 2" and "Case 3", respectively).

A summary of Cases 1, 2 and 3 is set forth below, together with the
principal assumptions used in the Douglas Elliman 1994 Appraisal.

ROCKEFELLER CENTER PROJECTED NET CASH FLOW BEFORE DEBT SERVICE

(CASE 1: SIX MONTH LEASE-UP)

<TABLE>
<CAPTION>
1995
PARTIAL (1) 1996 1997 1998 1999 2000
---------- ----------- ----------- ----------- ----------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Effective gross income.............. $ 87,814 $ 208,443 $ 256,175 $ 282,031 $ 293,085 $ 298,208
Total operating expense (2)......... 71,343 148,179 153,893 161,320 169,119 177,307
---------- ----------- ----------- ----------- ----------- -----------
Net operating income.............. 16,471 60,264 102,282 120,711 123,966 120,900
Tenant work......................... 41,288 2,071 1,369 2,705 4,118 14,052
Leasing commissions................. 17,562 2,340 914 1,411 2,126 6,608
Capitalized expense (3)............. 48,411 14,644 12,485 14,167 20,825 11,775
---------- ----------- ----------- ----------- ----------- -----------
Total property investment......... 107,261 19,055 14,768 18,283 27,069 32,435
---------- ----------- ----------- ----------- ----------- -----------
Net cash flow before debt
service (4)........................ $ (90,790) $ 41,209 $ 87,513 $ 102,428 $ 96,897 $ 88,465
---------- ----------- ----------- ----------- ----------- -----------
---------- ----------- ----------- ----------- ----------- -----------
</TABLE>

(FOOTNOTES ON FOLLOWING PAGE)

74
<PAGE>
(CASE 2: 2.5 YEAR LEASE-UP)

<TABLE>
<CAPTION>
1995
PARTIAL (1) 1996 1997 1998 1999 2000
---------- ----------- ----------- ----------- ----------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Effective gross income.............. $ 87,698 $ 194,725 $ 234,713 $ 283,374 $ 294,428 $ 300,436
---------- ----------- ----------- ----------- ----------- -----------
Total operating expense (2)......... 71,343 148,179 153,893 161,320 169,119 177,307
---------- ----------- ----------- ----------- ----------- -----------
Net operating income.............. 16,356 46,546 80,820 122,054 125,309 123,129
---------- ----------- ----------- ----------- ----------- -----------
Tenant work......................... 5,616 21,908 21,900 2,705 4,118 5,664
Leasing commissions................. 2,775 10,103 9,230 1,411 2,126 3,673
Capitalized expense (3)............. 48,411 14,644 12,485 14,167 20,825 11,775
Total property investments........ 56,802 46,655 43,615 18,283 27,069 21,112
---------- ----------- ----------- ----------- ----------- -----------
Net cash flow before debt service
(4)................................ $ (40,447) $ (110) $ 37,204 $ 103,771 $ 98,240 $ 102,017
---------- ----------- ----------- ----------- ----------- -----------
---------- ----------- ----------- ----------- ----------- -----------
</TABLE>

(CASE 3: 5.5 YEAR LEASE-UP)

<TABLE>
<CAPTION>
1995
PARTIAL (1) 1996 1997 1998 1999 2000
---------- ----------- ----------- ----------- ----------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Effective gross income.............. $ 88,449 $ 194,875 $ 222,935 $ 258,536 $ 274,515 $ 282,127
Total operating expense (2)......... 71,343 146,806 151,050 155,421 159,923 164,560
---------- ----------- ----------- ----------- ----------- -----------
Net operating income.............. 17,106 48,069 71,885 103,115 114,592 117,567
Tenant work......................... 5,616 10,836 9,907 10,464 11,253 6,009
Leasing commissions................. 2,775 5,661 4,263 4,465 4,907 3,647
Capitalized expense (3)............. 48,411 14,644 12,485 14,167 20,825 11,775
---------- ----------- ----------- ----------- ----------- -----------
Total property investment......... 56,802 31,141 26,655 29,096 36,985 21,431
---------- ----------- ----------- ----------- ----------- -----------
Net cash flow before debt
service (4)........................ $ (39,697) $ 16,928 $ 45,229 $ 74,020 $ 77,607 $ 96,135
---------- ----------- ----------- ----------- ----------- -----------
---------- ----------- ----------- ----------- ----------- -----------
</TABLE>

- ------------------------
(1) Reflects a partial year beginning July 1, 1995.

(2) Does not include New York City tax rebates expected in 1995 and 1996, due to
the uncertainty of the net impact on the Property after reimbursements to
tenants.

(3) Includes $39.8 million of pre-petition tenant improvement obligations of the
Borrower. Capital expenditures represent the amounts budgeted by the
Borrower.

(4) Does not include the Property's cash balance ($7.9 million) on June 30,
1995. During the three years ended December 31, 1994, the Borrower's
interest expense averaged $115.3 million per year, a portion of which was
not payable in cash.

Case 1 uses the assumptions incorporated in the Douglas Elliman 1994
Appraisal, which are set forth below, as updated to reflect all 1995 leasing and
property activity through June 30, 1995. The Douglas Elliman 1994 Appraisal
assumed that the 926,000 square feet of vacant space at the Property at the end
of 1994 and the 465,000 square feet of space under leases expiring during 1995
would be leased by December 1995, and that thereafter the Property would
maintain a 100% occupancy level (effectively 96% after credit loss and downtime
assumptions). Case 1 assumes that the 979,000 square feet of vacant space on
June 30, 1995 is leased up within six months and a 100% occupancy level
(effectively 96%) is maintained thereafter. The actual Case 1 given to the Board
projected net cash flow before debt service through 2014, showing annual net
cash flow before debt service of between $101.3 million and $149.0 million for
the period 2001 to 2011 (except for $59.8 million in 2005) and higher amounts
thereafter.

75
<PAGE>

Case 2 assumes that the 979,000 square feet of vacant space at the Property
on June 30, 1995 is leased over the next 2.5 years and that thereafter the
Property achieves a 100% occupancy level (effectively 96% after credit loss and
downtime assumptions). The actual Case 2 given to the Board projected net cash
flow before debt service through 2014, showing annual net cash flow before debt
service of between $93.4 million and $111.3 million for the period 2001 to 2009
(except for increased amounts in 2003 and 2008) and of between $129.9 million
and $157.8 million for the five years thereafter.

Case 3 changed several assumptions included in the Douglas Elliman 1994
Appraisal, the most important of which were that the vacant space at June 30,
1995 was leased up over 5.5 years and that the maximum occupancy achieved was
97% (effectively 93% after credit loss and downtime assumptions). The actual
Case 3 given to the Board projected net cash flow before debt service through
2014, showing annual net cash flow before debt service of between $93.7 million
and $126.5 million for the period 2001 to 2014.

In the course of discussions among the Board and RCPI's management and
advisors, members of the Board indicated that, subject to the various caveats
expressed above regarding financial projections, it was their belief that the
future net cash flow before debt service of the Property was most probably
closer to Case 2 than to Case 1 or Case 3. The Board concluded that Case 1's
assumption that lease-up could be completed by December 31, 1995 was overly
optimistic, given the slower than expected pace of leasing activity at the
Property during the first six months of 1995 and the continuing impact of the
Borrower's bankruptcy proceeding. On the other hand, the Board also concluded
that Case 3's assumed lease-up over 5.5 years was unduly pessimistic. Case 2,
with a 2.5 year projected lease-up period, was selected as the most reasonable.
The assumptions underlying the Projections were otherwise the same as those
developed by Douglas Elliman in connection with its 1994 Appraisal, as described
below. Douglas Elliman, in turn, developed its assumptions regarding projected
capital expenditures, tenant improvements, occupancy rates and other property
specific data through its discussions with the Borrower's management and it own
analysis of local market conditions. In adopting such assumptions for use in
developing the Projections, the Board concluded that there was no reason to
believe that such assumptions were unreasonable.

DOUGLAS ELLIMAN 1994 APPRAISAL
PRINCIPAL ASSUMPTIONS

<TABLE>
<S> <C>
1995 MARKET RENTS
Office Range of $37.50 to $45.00 per square foot
("psf")
Retail:
Fifth Avenue $210.00 psf
Avenue of the Americas $110.00 psf
Side Streets $60.00-$100.00 psf
Concourse $42.00 psf
Mezzanine $42.00 psf
Storage space $22.00 psf

LEASES SIGNED AFTER 1995 5% compounded increase over 1995 market
rents
</TABLE>

76
<PAGE>

<TABLE>
<CAPTION>
TENANT RENT CONCESSIONS (IN MONTHS) 1995/96 1997 Thereafter
- --------------------------------------------------- ------------- ----- ---------------
<S> <C> <C> <C> <C>
Office:
50,000 sq ft & over 11 10 4
10,000 to 50,000 sq ft 11 7 2
Less than 10,000 sq ft 9 4 2

Retail 4 2 2
Storage 0 0 0
</TABLE>

<TABLE>
<S> <C>
TENANT IMPROVEMENTS
1995 Average of $45 psf for new and renewal
space
New 1996 $35 psf
New thereafter 5% compounded increase
Renewal after 1995 25% of new improvement allowance for new
leases

REQUIRED RATE OF RETURN DISCOUNT RATE 9.5% - 10.0%: emphasis on 10.0%

RESIDUAL CAPITALIZATION RATE 7.5%

INITIALLY VACANT SPACE Vacant space, as well as all turnover
space will be leased in 12 months in
accordance with other vacancy assumptions.

VACANCY DOWNTIME 12 months of downtime assumed for 1995
Average vacancy between new tenancies
equal 5% of lease term (3 to 9 months)

STEP-UPS IN RENT
Leases signed through 1996 10% step every 5 years
Leases signed after 1996 15% step every 5 years
</TABLE>

<TABLE>
<CAPTION>
TENANT RENEWAL PROBABILITY & TERM Renewal Probability Term (years)
- ------------------------------------------------------ ------------------- --------------
<S> <C> <C>
Office:
50,000 sq ft & over 70% 15
10,000 to 50,000 sq ft 60 10
Less than 10,000 sq ft 50 5

Retail 50 15
Storage associated with office Same as office Same as office
Storage - other 50% 10
</TABLE>

<TABLE>
<S> <C>
CAPITAL IMPROVEMENTS Management budgets used through 2004,
thereafter 5% compounded increases
</TABLE>

77
<PAGE>
BUSINESS OF RCPI

RCPI was formed in 1985 to permit public investment in the 12 original
landmarked buildings in Rockefeller Center. RCPI's principal asset is the
Mortgage Note issued by the two partnerships that together own most of the land
and buildings known as Rockefeller Center in Midtown Manhattan in New York City.
Rockefeller Center is one of the best-known business and entertainment complexes
in the world. Occupying most of three blocks, the Property includes 12
landmarked buildings, all but one of which were completed between 1932 and 1940,
having approximately 6.2 million square feet of rentable office, retail, storage
and studio space. Rockefeller Center contains a wide range of amenities,
including the Channel Gardens landscaped promenade, the lower plaza used as an
ice skating rink during colder weather and at other times for outdoor dining, a
six-story 725-car parking garage and extensive off-street truck delivery areas,
an underground retail and pedestrian concourse connecting all of the buildings
and providing direct access to a subway station, roof gardens and Radio City
Music Hall. Retail space within Rockefeller Center includes approximately 200
shops and 35 restaurants.

RCPI qualifies and has elected to be treated as a REIT under the Internal
Revenue Code.

The Borrower filed for protection under Chapter 11 of the Bankruptcy Code on
May 11, 1995. In September 1995, the Borrower and RCPI commenced working
together to develop a consensual plan of reorganization that would provide for
RCPI to take title to the Property.

78
<PAGE>
MARKET PRICES AND DIVIDENDS ON RCPI COMMON STOCK

<TABLE>
<CAPTION>
SALES PRICES
-------------------- DIVIDENDS
HIGH LOW DECLARED
--------- --------- -----------
<S> <C> <C> <C>
1993:
1st Quarter......................................................................... $ 10 1/8 $ 6 7/8 $ .25
2nd Quarter......................................................................... 8 3/4 6 3/4 .25
3rd Quarter......................................................................... 7 1/2 6 7/8 .25
4th Quarter......................................................................... 7 1/4 6 1/2 .25
1994:
1st Quarter......................................................................... 8 3/8 5 1/2 .175
2nd Quarter......................................................................... 5 7/8 5 1/8 .175
3rd Quarter......................................................................... 6 5 1/8 .15
4th Quarter......................................................................... 5 3/4 3 3/4 .15
1995:
1st Quarter......................................................................... 6 7/8 5 .15
2nd Quarter......................................................................... 6 5/8 4 1/8 .00
3rd Quarter......................................................................... 8 1/8 4 5/8 .00
4th Quarter......................................................................... 8 3/8 7 1/8 .00
1996:
1st Quarter (through February 1, 1996).............................................. 7 7/8 7 1/2 .00
</TABLE>

On August 1, 1995, the last trading day prior to the publication of a
newspaper article stating that Disney and an unnamed investment partner were
bidding against several other companies for the Property, the closing sale price
per Share on the NYSE Composite Tape was $5 1/4. On November 6, 1995, the last
trading day prior to the date the execution of the Merger Agreement was
announced, the closing sale price per Share on the NYSE Composite Tape was
$7 1/2. On February , 1996, the last trading day prior to the printing of this
Proxy Statement for which quotations were available, the closing price per Share
on the NYSE Composite Tape was $ . STOCKHOLDERS ARE URGED TO OBTAIN A CURRENT
MARKET QUOTATION FOR THEIR SHARES.

In order to maintain its qualification as a REIT under the Internal Revenue
Code, RCPI is obligated to distribute to its stockholders at least 95% of its
annual taxable income. Historically, RCPI has distributed to its stockholders
substantially all of its annual cash flow in excess of interest and operating
expenses, reserves and investments. On June 6, 1995, RCPI announced that it
would suspend its quarterly dividend of $.15 per share for the quarter ended
June 30, 1995, primarily because of the interruption in payments on the Mortgage
Note and uncertainties resulting from the Borrower's Chapter 11 Case. RCPI has
not paid any dividend since the first quarter of 1995 and does not anticipate
that it will pay any dividends on the Common Stock during the next year and, in
any event, until the later of the termination of the Merger Agreement and the
completion of the Borrower's bankruptcy case.

79
<PAGE>
SELECTED FINANCIAL DATA OF RCPI

The following selected financial data have been derived from RCPI's
financial statements. The financial statements for each of the five years in the
period ended December 31, 1994 have been audited by Ernst & Young LLP,
independent auditors. Ernst & Young LLP's report dated February 3, 1995 on
RCPI's financial statements for the year ended December 31, 1994 included an
emphasis paragraph regarding the status of RCPI's principal asset and is
incorporated by reference herein. Financial data as of September 30, 1994 and
1995 and for the nine-month periods then ended are derived from RCPI's unaudited
financial statements, which, in the opinion of RCPI's management, include all
normal recurring adjustments necessary for a fair presentation of such data. The
following selected financial data should be read in conjunction with the
financial statements and the related notes that have been included or
incorporated by reference in the reports filed by RCPI under the Exchange Act
and that are incorporated by reference in this Proxy Statement.

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
---------------------------------------------------------- -------------------------
1990 1991 1992 1993 1994 1994 1995
---------- ---------- ---------- ---------- ---------- ------------- ----------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
(UNAUDITED)
STATEMENT OF OPERATIONS DATA:
Revenues (1)................. $ 123,513 $ 123,182 $ 122,414 $ 113,560 $ 109,285 $ 81,949 $ 21,342
---------- ---------- ---------- ---------- ---------- ------------- ----------
Interest expense............. 82,024 80,784 80,799 78,343 77,501 61,301 64,275
General and administrative... 2,990 3,349 4,299 3,728 4,170 3,611 6,112
Amortization of deferred debt
issuance and letter of
intent costs (2)............ 800 760 705 705 705 529 8,116
Cost of evaluating
alternative financings...... -- -- -- -- 1,942 -- --
Stock appreciation rights
liability (3)............... -- -- -- -- -- -- 10,050
Effects of the execution and
delivery of the Merger
Agreement (2)............... -- -- -- -- -- -- 99,163
---------- ---------- ---------- ---------- ---------- ------------- ----------
85,814 84,893 85,803 82,776 84,318 65,441 187,716
Income (loss) before non-
recurring income and
extraordinary item.......... 37,699 38,289 36,611 30,784 24,967 16,508 (166,374)
---------- ---------- ---------- ---------- ---------- ------------- ----------
Non-recurring income (gain on
sales of portfolio
securities)................. -- -- -- 8,593 31 31 --
---------- ---------- ---------- ---------- ---------- ------------- ----------
Extraordinary (loss) gain on
debt extinguishment......... (360) 38 2,537 (3,451) (9,855) -- --
---------- ---------- ---------- ---------- ---------- ------------- ----------
Net income (loss)............ $ 37,339 $ 38,327 $ 39,148 $ 35,926 $ 15,143 $ 16,539 $ (166,374)
---------- ---------- ---------- ---------- ---------- ------------- ----------
---------- ---------- ---------- ---------- ---------- ------------- ----------
Income (loss) per share
before extraordinary item... $ 1.01 $ 1.02 $ 0.97 $ 1.05 $ 0.66 $ 0.43 $ (4.35)
---------- ---------- ---------- ---------- ---------- ------------- ----------
---------- ---------- ---------- ---------- ---------- ------------- ----------
Net income (loss) per
share....................... $ 1.00 $ 1.02 $ 1.04 $ 0.96 $ 0.40 $ 0.43 $ (4.35)
---------- ---------- ---------- ---------- ---------- ------------- ----------
---------- ---------- ---------- ---------- ---------- ------------- ----------
BALANCE SHEET DATA (AT END OF
PERIOD):
Total assets (1)(2).......... $1,460,617 $1,450,103 $1,432,210 $1,317,509 $1,319,995 $ 1,324,343 $1,206,347
Total debt................... 859,462 876,959 879,284 756,936 760,394 740,194 761,820
Total liabilities............ 880,831 904,009 910,360 792,344 802,528 801,769 860,993
Total stockholders' equity... 579,786 546,094 521,850 525,165 517,467 522,574 345,354
OTHER FINANCIAL DATA:
Ratio of earnings to fixed
charges (4)................. 1.46X 1.47X 1.45X 1.50X 1.32X 1.27X --
Net cash provided by (used
in) operating activities.... $ 56,356 $ 57,909 $ 62,735 $ 58,231 $ 57,198 $ 38,359 $ (2,387)
Net cash provided by
investing activities........ 23,162 17,200 23,560 126,668 14,331 14,331 50,000
Dividends paid............... 70,894 72,019 63,392 37,697 24,869 19,130(5) 5,739
Dividends paid per share..... 1.89 1.92 1.69 1.00 0.65 .50(5) .15
Portion of dividends
representing a return of
capital (6)................. 46.7% 46.8% 38.2% 7.4% 39.4%
Book value per share......... $ 15.46 $ 14.56 $ 13.91 $ 13.73 $ 13.52 $ 13.65 $ 9.03
Repurchase of convertible
debentures (7).............. 23,845 10,000 30,410 -- -- -- --
</TABLE>

(FOOTNOTES ON FOLLOWING PAGE)

80
<PAGE>
- ------------------------
(1) On May 11, 1995, the Borrower filed for protection under Chapter 11 of the
Bankruptcy Code. RCPI's only significant source of income is interest
received on the Mortgage Note from the Borrower.

(5) Amount includes dividends of $5,739,000 declared during the third quarter of
1994 but paid during the fourth quarter of 1994. Due to the significant
uncertainties created by the Borrower's Chapter 11 Case, the Board has not
declared a dividend since the first quarter of 1995. Moreover, since
November 7, 1995, the Merger Agreement has prohibited the payment of
dividends on the Common Stock unless and to the extent required to meet
qualification rules for a REIT under the Internal Revenue Code.

(6) The portion of dividends representing a return of capital has not been
calculated for interim periods.

(7) As of September 30, 1995, the aggregate face value of the Convertible
Debentures repurchased since 1987 was $487,895,000.

81
<PAGE>
SELECTED FINANCIAL DATA OF THE PROPERTY

The following selected financial data have been derived from the combined
financial statements of Rockefeller Center Properties and RCP Associates. The
financial statements for each of the five years in the period ended December 31,
1994 have been audited by Ernst & Young LLP, independent auditors. Ernst & Young
LLP's report, dated February 3, 1995 except for Note 4 as to which the date is
November 11, 1995, which is incorporated by reference herein, has been modified
with respect to the 1994 financial statements to indicate that there was
substantial doubt as to the Borrower's ability to continue as a going concern.
Financial data as of September 30, 1994 and 1995 and for the nine-month periods
then ended are derived from the unaudited financial statements of RCP and RCPA,
which, in the opinion of management, include all normal and recurring
adjustments necessary for the fair presentation of such data, however, these
statements do not include any adjustments which will be required as a result of
the transactions described in Note 1 below. The selected financial data should
be read in conjunction with the financial statements and the related notes that
have been included or incorporated by reference in the reports filed by RCPI
under the Exchange Act and that are incorporated by reference in this Proxy
Statement.

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEARS ENDED DECEMBER 31, SEPTEMBER 30,
---------------------------------------------------------- ----------------------
1990 1991 1992 1993 1994 1994 1995(1)
---------- ---------- ---------- ---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
GROSS REVENUE:
Fixed and percentage rents.... $ 150,328 $ 152,289 $ 150,197 $ 148,960 $ 156,314 $ 114,207 $ 132,073
Operating and real estate tax
escalation................... 51,926 57,224 57,029 55,643 42,201 36,724 11,509
Consideration revenues........ 3,630 984 3,295 3,227 3,443 3,157 948
Sales and service revenues.... 19,932 19,700 18,479 18,767 18,893 14,625 12,997
---------- ---------- ---------- ---------- ---------- ---------- ----------
225,816 230,197 229,000 226,597 220,851 168,713 157,527
---------- ---------- ---------- ---------- ---------- ---------- ----------
OPERATING EXPENSES:
Real estate taxes............. 37,922 42,725 44,481 44,336 40,884 30,953 25,703
Real estate tax refund........ -- -- -- -- -- -- (7,388)
Utilities..................... 15,288 16,092 16,360 16,553 16,386 12,842 13,207
Maintenance and engineering... 28,907 30,037 30,509 33,657 32,062 24,112 23,096
Other operating expenses...... 40,677 40,927 40,792 40,639 39,839 30,070 29,212
Depreciation and
amortization................. 14,008 17,137 19,834 21,821 25,761 17,615 20,559
Management fee................ 2,267 2,402 2,491 2,579 2,636 1,971 2,036
General and administrative.... 4,715 4,285 6,231 5,871 4,322 3,228 3,708
---------- ---------- ---------- ---------- ---------- ---------- ----------
143,784 153,605 160,698 165,456 161,890 120,791 110,133
---------- ---------- ---------- ---------- ---------- ---------- ----------
Earnings before interest and
reorganization items......... 82,032 76,592 68,302 61,141 58,961 47,922 47,394
Interest expense, net (1)..... 113,835 114,481 114,040 114,599 117,328 87,327 45,038
Earnings (loss) before
reorganization items......... (31,803) (37,889) (45,738) (53,458) (58,367) (39,405) 2,356
---------- ---------- ---------- ---------- ---------- ---------- ----------
REORGANIZATION ITEMS:
Professional fees and
expenses..................... -- -- -- -- -- -- 547
Interest income............... -- -- -- -- -- -- (274)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net (loss) income............. $ (31,803) $ (37,889) $ (45,738) $ (53,458) $ (58,367) $ (39,405) $ 2,083
---------- ---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ---------- ---------- ----------
BALANCE SHEET DATA (AT END OF
PERIOD):
Total assets.................. $ 702,808 $ 737,527 $ 747,220 $ 774,030 $ 878,320 $ 840,620 $ 969,135
Liabilities not subject to
compromise (1)............... 1,390,597 1,463,205 1,518,636 1,598,904 1,761,561 1,704,899 9,132
Liabilities subject to
compromise (1)............... -- -- -- -- -- -- 1,841,161
Partners' capital
deficiency................... (687,789) (725,678) (771,416) (824,874) (883,241) (864,279) (881,158)
OTHER FINANCIAL DATA:
Ratio of earnings to fixed
charges (2).................. .72X .67X .60X .53X .50X .55X --
Net cash provided by (used in)
operating activities......... $ 9,167 $ (8,486) $ (18,316) $ (17,723) $ (41,672) $ (17,581) $ 13,698
Net cash used by investing
activities................... (48,719) (47,214) (31,275) (43,675) (63,160) (31,273) (49,591)
Net cash provided by financing
activities................... 39,552 55,701 49,591 61,395 104,831 48,853 55,664
</TABLE>

(FOOTNOTES ON FOLLOWING PAGE)

82
<PAGE>
- ------------------------
(1) On May 11, 1995, the partnerships that comprise the Borrower filed for
protection under Chapter 11 of the Bankruptcy Code and discontinued accrual
and payment of interest on the Mortgage Note. The separate Chapter 11 cases
of RCP and RCPA have been assigned case numbers 95 B 42089 and 95 B 42088
(PBA), respectively, have been consolidated for procedural purposes and are
being jointly administered pursuant to an order of the Bankruptcy Court. A
statutory unsecured creditors' committee has been appointed for RCP. In the
second quarter of 1995, RCPI drew down $50 million under letters of credit
supporting the Borrower's obligations under the Mortgage Note. These
payments were accounted for by the Borrower as reductions in the principal
amount of the Mortgage Note.

On September 12, 1995, the Borrower reported to the Bankruptcy Court that it
intended to transfer the Property to the mortgage holder, RCPI. The date of
transfer is uncertain at this time.

On October 30, 1995, the Bankruptcy Court approved an $80 million
Debtor-in-Possession Revolving Credit Agreement (the "Facility"), which may
be used to fund tenant improvements, leasing commissions, required capital
expenditures and other permitted working capital needs of the Borrower. The
Facility is secured by a first mortgage on the Property, which is senior to
the mortgages securing the Mortgage Note. The Facility matures on the
earlier of December 31, 1996 or upon the substantial consummation of a plan
of reorganization for the Borrower.

For financial reporting purposes, the Borrower has applied the provisions of
the American Institute of Certified Public Accountants' Statement of
Position 90-7, "Financial Reporting by Entities in Reorganization Under the
Bankruptcy Code" ("SOP 90-7"), in preparing the unaudited combined financial
statements as of and for the period May 11, 1995 through September 30, 1995.
In accordance with SOP 90-7, those liabilities and obligations whose
disposition is dependent upon the outcome of the Chapter 11 Case have been
segregated and classified as "Liabilities Subject to Compromise" in the
unaudited combined balance sheet at September 30, 1995.

The Bankruptcy Court set September 13, 1995 as the last day for filing
proofs of claim for pre-petition claims. With certain exceptions, creditors
have been barred from filing pre-petition claims subsequent to that date.
The Borrower has received claims having aggregate amounts substantially in
excess of those recorded at the Petition Date. The Borrower is reconciling
these claims to its records and does not expect that the resolution of these
matters will result in liabilities materially in excess of those recorded at
May 11, 1995.

The financial statements, from which the selected financial data were
derived, have been prepared on a going concern basis and reflect the
combined historical cost basis of the Borrower in its assets and
liabilities. The transfer of the Property to RCPI is subject to the approval
of the Bankruptcy Court. The transfer of the Property and related release of
the Mortgage Note and cancelation of indebtedness of the Borrower to RCPI
and to RGI and its affiliates, if consummated, will result in substantial
noncash gains to the Borrower. Further, upon consummation of

83
<PAGE>
these transactions, either the Borrower will cease its business activities
or control of the Borrower will vest with parties other than RGI. The
Borrower's financial statements do not include any adjustments that would be
required to reflect the transfer of the Property to RCPI, the release or
cancelation of indebtedness, the wind-down of the affairs of the Borrower or
any change in control that may occur with respect to the Borrower. In the
event that a Chapter 11 Plan is not consummated and, as a result, the
Property is foreclosed upon, other adjustments would be required. All such
adjustments could be material.

Certain items in the 1994 combined financial statements have been
reclassified in the 1995 combined financial statements in accordance with
SOP 90-7.

(2) For purposes of determining the ratio of earnings to fixed charges, earnings
are defined as net income plus fixed charges. Fixed charges consist of
interest expense and amortization of debt issuance cost and mortgage
recording tax cost. Except for the nine months ended September 30, 1995,
earnings were inadequate to cover fixed charges by $31,803,000, $37,889,000,
$45,738,000, $53,458,000, $58,367,000 and $39,405,000 for the years ended
December 31, 1990, 1991, 1992, 1993 and 1994 and in the nine months ended
September 30, 1994, respectively. The inadequacy of coverage is due to high
interest expense and operating losses generated by the Property. Due to the
Borrower's Chapter 11 Case, the Borrower ceased on May 11, 1995 accruing and
paying interest on the Mortgage Note, and thus its ratio of earnings to
fixed charges for the nine months ended September 30, 1995 is not
meaningful.

84
<PAGE>
OWNERSHIP OF COMMON STOCK

SECURITY OWNERSHIP OF MANAGEMENT

The following table shows, as of December 13, 1995, the number of Shares
beneficially owned by each person who since January 1, 1995 served as a director
or executive officer of RCPI and all directors and officers of RCPI as a group.

<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL PERCENT OF SHARES
NAME OF BENEFICIAL OWNER OWNERSHIP (1) OUTSTANDING
- ----------------------------------------------------------------------- ---------------------- --------------------
<S> <C> <C>
Benjamin D. Holloway................................................... 3,734(2) *
Peter D. Linneman...................................................... 1,000(3) *
William F. Murdoch, Jr................................................. 3,000 *
Daniel M. Neidich...................................................... 4,155,927(4)(5) 9.8%
Peter G. Peterson...................................................... 1,000 *
Stevan A. Sandberg..................................................... 1,125 *
Richard M. Scarlata.................................................... 1,071(6) *
All directors and officers as a group (8 persons)...................... 10,932(7) *
</TABLE>

- ------------------------
(1) The table lists beneficial ownership in accordance with the definitions
contained in Rule 13d-3 adopted by the Commission under the Exchange Act.
All shares listed are subject to the sole investment and voting power of the
named beneficial owner, except as set forth in footnotes (2) and (3) below.
The table excludes executive officers who beneficially own no Shares or an
immaterial number of Shares.

(2) These Shares are held by Mr. Holloway as a joint tenant with his spouse with
whom he shares voting and investment powers.

(3) These Shares are held by Dr. Linneman as a joint tenant with his spouse with
whom he shares voting and investment powers.

(4) Mr. Neidich is a general partner of GS Group and Goldman Sachs. GS Group, as
the direct beneficial owner of all of the capital stock of the general
partners of Whitehall and certain other investment funds under the indirect
control of GS Group, may be deemed to beneficially own the 4,155,927
currently exercisable Warrants owned by such funds (4,045,102 of which are
owned by Whitehall). Whitehall and such other funds also own an aggregate of
5,349,341 SARs (5,206,887 of which are owned by Whitehall) exchangeable for
14% Debentures or Warrants on a one-for-one basis, unless such exchange for
Warrants would cause the holder of such Warrants to exceed the Limit. When
effect is given to all of the Warrants and SARs beneficially owned by GS
Group, GS Group has a 19.9% fully diluted equity interest in RCPI. Because
the SARs are not currently convertible within 60 days into shares of Common
Stock, GS Group is not deemed to have beneficial ownership of the shares of
Common Stock into which such SARs might be converted. See "Special Factors
-- Background of the Merger". As a general partner of GS Group, Mr. Neidich
could be deemed to beneficially own the Warrants and SARs beneficially owned
by Whitehall and such other investment funds; however, Mr. Neidich disclaims
beneficial ownership of such Warrants and SARs. The Shares attributed to Mr.
Neidich in the table do not include 3,000 Shares owned by David M. Silfen
and 100 Shares owned by Thomas J. Healey, both of whom are partners of GS
Group.

(5) On August 8, 1995, Mr. Neidich resigned as a director of RCPI.

(6) Does not include 106 shares held by an officer's daughter. The officer has
no voting or investment powers and disclaims beneficial ownership of such
shares.

(7) See footnotes (2), (3) and (7). All directors and officers as a group
excludes Mr. Neidich.

* Shares of Common Stock beneficially owned represent less than 1% of the
shares outstanding.

85
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information as of the date of this
Proxy Statement concerning the beneficial ownership of the outstanding Shares by
each person known by the Company to own more than 5% of the outstanding Shares
on December 13, 1995.

<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF SHARES
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OUTSTANDING
- ------------------------------------------------------------------------- -------------------- -------------------
<S> <C> <C>
The Goldman Sachs Group, L.P. 4,155,927(1) 9.80%
85 Broad Street
New York, New York 10004
Whitehall Street Real Estate Limited 4,045,102(1) 9.54
Partnership V
85 Broad Street
New York, New York 10004
Leucadia National Corporation 2,714,000(2) 7.10
315 Park Avenue South
New York, New York 10010
Gotham Partners L.P. 2,124,900(3) 5.55
237 Park Avenue
Ninth Floor
New York, New York 10017
Goodman & Company Ltd. 1,917,300(4) 5.00
40 King St. West
55th Floor
Toronto, Ontario M5H 4A9
Canada
Elliott Associates, L.P. 1,507,700(5) 3.94
712 Fifth Avenue
36th Floor
New York, New York 10019
Westgate International, L.P. 531,500(5) 1.39
Martley International, Inc.
222 Cedar Lane
Suite 111
Teaneck, New Jersey 07666
</TABLE>

- ------------------------

(1) GS Group, as the direct beneficial owner of all of the capital stock of the
general partners of Whitehall and certain other investment funds under the
indirect control of GS Group, may be deemed to beneficially own the
4,155,927 currently exercisable Warrants owned by such funds (4,045,102 of
which are owned by Whitehall). Whitehall and such other funds also own an
aggregate of 5,349,541 SARs (5,206,887 of which are owned by Whitehall)
exchangeable for 14% Debentures or Warrants on a one-for-one basis, unless
such exchange for Warrants would cause the holder of such Warrants to exceed
the Limit. When effect is given to all of the Warrants and SARs beneficially
owned by GS Group, GS Group has a 19.9% fully diluted equity interest in
RCPI. Because the SARs are not currently convertible within 60 days into
shares of Common Stock, GS Group is not deemed to have beneficial ownership
of the shares of Common Stock into which such SARs might be converted. See
"Special Factors -- Background of the Merger". The amount shown in the table
does not include 3,000 Shares owned by David M. Silfen and 100 Shares owned
by Thomas J. Healey, both of whom are partners of GS Group.

86
<PAGE>
(2) In a statement of Beneficial Ownership on Schedule 13D dated June 21, 1995
filed by Leucadia National Corporation, Leucadia Inc. and LNC Investments
Inc., such persons reported that funds controlled by Leucadia National
Corporation beneficially owned 2,714,000 Shares.

(3) In a statement of Beneficial Ownership on Schedule 13D dated September 29,
1995 filed by Gotham Partners L.P., such person reported that it
beneficially owned 2,124,900 Shares.

(4) In a statement of Beneficial Ownership on Schedule 13D dated September 14,
1995 filed by Goodman & Company Ltd., such person reported that it
beneficially owned 1,917,300 Shares.

(5) In a statement of Beneficial Ownership on Schedule 13D dated December 8,
1995 filed by Elliot Associates, L.P., Westgate International, L.P.
("Westgate") and Martley International, Inc. ("Martley"), such persons
reported that they constitute a "group" as defined in Rule 13d-5(b)(1) of
the Exchange Act with respect to their beneficial ownership of the Shares
and that they beneficially owned an aggregate of 2,039,200 Shares or 5.33%
of Shares outstanding. Martley expressly disclaims equitable ownership of
and pecuniary interest in any Shares. Westgate and Martley have shared
voting and dispositive power with respect to the shares owned by Westgate.

87
<PAGE>
TRANSACTIONS BY CERTAIN PERSONS IN SHARES

On October 2, 1995, Mr. Rockefeller and his wife sold 97,501 Shares on the
NYSE at a price of $8.00 per Share, or an aggregate of $780,008. Except as set
forth above, since October 16, 1995, 60 days prior to the filing of the Schedule
13E-3, none of the Investors, Holdings, Mergerco, GS Group, RCPI, any subsidiary
thereof, any director or executive officer thereof, and no pension, profit
sharing or similar plan of Holdings, Mergerco, GS Group, Whitehall or RCPI has
effected any purchases or sales of Shares. On October 2, 1995, certain officers
and managing directors of the general partner of Tishman Speyer sold 38,700
Shares on the NYSE at a price of $8.00 per share, or an aggregate of $309,600.
None of the Investors, Holdings, Mergerco or RCPI has purchased any Shares since
January 1, 1993; however, on December 18, 1994, Whitehall acquired the Warrants
and the SARs, and after December 18, 1995 neither GS Group nor Whitehall has
purchased any Shares. See "Special Factors -- Background of the Merger".

REVOCATION OF PROXIES

If the Special Meeting is adjourned, for whatever reason, the approval of
the Merger Agreement will be considered and voted upon by stockholders at the
subsequent "adjourned meeting" (as such term is used in Section 222 of the
DGCL), if any.

You may revoke your proxy at any time prior to its exercise by attending the
Special Meeting and voting in person (although attendance at the Special Meeting
will not in and of itself constitute revocation of a proxy), by giving notice of
revocation of your proxy at the Special Meeting or by delivering a written
notice of revocation or a duly executed proxy relating to the matters to be
considered at the Special Meeting and bearing a later date to the Secretary of
RCPI at 1270 Avenue of the Americas, New York, New York 10020. Unless revoked in
the manner set forth above, proxies in the form enclosed will be voted at the
Special Meeting in accordance with your instructions.

INDEPENDENT AUDITORS

The financial statements as of December 31, 1994 and the related
Consolidated Statements of Income, Stockholders' Equity and Cash Flows for each
of the three fiscal years in the period ended December 31, 1994, included in
this Proxy Statement, have been audited by Ernst & Young LLP, independent
accountants, as stated in their report appearing in RCPI's Annual Report on Form
10-K for the fiscal year ended December 31, 1994 incorporated herein by
reference. A representative of Ernst & Young LLP will be at the Special Meeting
to answer appropriate questions from stockholders and will have the opportunity
to make a statement if so desired.

STOCKHOLDER PROPOSALS

RCPI's 1996 Annual Meeting of Stockholders is anticipated to be held in June
1996. If the Merger is consummated, the 1996 Annual Meeting of Stockholders will
not occur. If the Merger is not consummated, proposals of stockholders intended
to be presented at the 1996 Annual Meeting of Stockholders must have been
received by RCPI on or before January 2, 1996 in order to be eligible for
inclusion in RCPI's Proxy Statement and form of proxy for such Annual Meeting.

88
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE

The following documents, which have been filed by RCPI with the Commission,
are incorporated herein by reference:

(1) RCPI's Annual Report on Form 10-K for the year ended December 31,
1994;

(2) RCPI's definitive Proxy Statement dated May 1, 1995 for the 1995
Annual Meeting of Stockholders;

(3) RCPI's Quarterly Reports on Form 10-Q for the fiscal quarters ended
March 31, 1995, June 30, 1995 and September 30, 1995; and

(4) RCPI's Current Reports on Form 8-K filed February 22, 1995, August
22, 1995, September 18, 1995, November 13, 1995 and December 14, 1995.

All documents and reports filed by RCPI pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act on or after the date of this Proxy Statement and
prior to the date of the Special Meeting will be deemed to be incorporated by
reference in this Proxy Statement and to be a part hereof from the date of
filing of such documents or reports.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein will be deemed to be modified or superseded for
purposes of this Proxy Statement to the extent that a statement contained herein
or in any other subsequently filed document that is also incorporated or deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded will not be deemed, except as so
modified or superseded, to constitute a part of this Proxy Statement.

THIS PROXY STATEMENT INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. RCPI WILL PROVIDE WITHOUT CHARGE TO EACH
PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM THIS PROXY STATEMENT IS
DELIVERED, UPON THE WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF THE
FOREGOING DOCUMENTS INCORPORATED HEREIN BY REFERENCE (OTHER THAN EXHIBITS
THERETO THAT ARE NOT SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH
DOCUMENTS). SUCH REQUESTS SHOULD BE DIRECTED TO ROCKEFELLER CENTER PROPERTIES,
INC., 1270 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10020, ATTENTION:
STEPHANIE LEGGETT YOUNG, VICE PRESIDENT AND SECRETARY, TELEPHONE NUMBER (212)
698-1440. IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST MUST
BE RECEIVED BY MARCH 18, 1996.

89
<PAGE>
AVAILABLE INFORMATION

RCPI, Whitehall and GS Group have filed a Rule 13e-3 Transaction Statement
on Schedule 13E-3 (the "Schedule 13E-3") with the Commission with respect to the
Merger described in this Proxy Statement. As permitted by the rules and
regulations of the Commission, this Proxy Statement omits certain information
contained in the Schedule 13E-3 and exhibits thereto. Such additional
information can be inspected at and obtained from the Commission and the NYSE in
the manner set forth below. For further information pertaining to RCPI,
Whitehall and GS Group, reference is made to the Schedule 13E-3 and the exhibits
thereto, of which the material aspects are summarized in this Proxy Statement.
Statements contained herein concerning any such documents are not necessarily
complete and, in each instance, reference is made to the copy of such document
filed as an exhibit to the Schedule 13E-3. Each such statement is qualified in
its entirety by such reference.

RCPI is subject to the informational requirements of the Exchange Act, and,
in accordance therewith files reports, proxy statements and other information
with the Commission.

Each report, opinion and appraisal filed as an exhibit to the Schedule 13E-3
filed with the Commission in connection with the Merger shall be available for
inspection and copying at the principal executive offices of RCPI during its
regular business hours by any interested stockholder of RCPI or such
stockholder's representative who has been so designated in writing.

The Schedule 13E-3 and the exhibits thereto, as well as such reports, proxy
statements and other information filed by RCPI with the Commission may be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and
also should be available for inspection at the Commission's regional offices
located at 7 World Trade Center, 13th Floor, New York, New York 10048 and
Citicorp Center, Northwest Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60611. Copies of such materials may also be obtained by mail,
upon payment of the Commission's customary fees, by writing to its principal
office at 450 Fifth Street, N.W., Washington, D.C. 20549. The Common Stock is
quoted on the NYSE, and certain of RCPI's reports and other information may be
available for inspection at the offices of the NYSE at 20 Broad Street, New
York, New York 10005.

90
<PAGE>
ANNEX A
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

AGREEMENT AND PLAN OF MERGER

AMONG
RCPI HOLDINGS INC.,
RCPI MERGER INC.,
THE INVESTORS LISTED HEREIN
AND
ROCKEFELLER CENTER PROPERTIES, INC.
DATED AS OF NOVEMBER 7, 1995

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
---------
<C> <S> <C> <C>
ARTICLE 1 THE MERGER.......................................................................................... A-1
Section 1.1 The Merger.......................................................................... A-1
Section 1.2 Closing............................................................................. A-2
Section 1.3 Effective Time...................................................................... A-2
Section 1.4 Certificate of Incorporation and By-laws............................................ A-2
Section 1.5 Directors and Officers.............................................................. A-2

ARTICLE 2 EFFECT OF THE MERGER ON THE CAPITAL STOCK OF RCPI AND SUB;
PAYMENT FOR SHARES................................................................................ A-2
Section 2.1 Effect on Capital Stock............................................................. A-2
(a) Conversion of Shares of Common Stock................................................ A-2
(b) Cancellation of Common Stock Owned by RCPI, Parent and Sub.......................... A-2
(c) Conversion of Shares of Sub Common Stock............................................ A-3
Section 2.2 Payment for Common Stock............................................................ A-3
(a) Exchange Agent...................................................................... A-3
(b) Payment Procedures.................................................................. A-3
(c) Further Ownership Rights in Common Stock............................................ A-3
(d) Termination of Exchange Fund........................................................ A-3
(e) No Liability........................................................................ A-4
Section 2.3 Dissenting Shares................................................................... A-4
Section 2.4 Treatment of Warrants and SARs...................................................... A-4

ARTICLE 3 REPRESENTATIONS AND WARRANTIES...................................................................... A-4
Section 3.1 Representations and Warranties of RCPI.............................................. A-4
(a) Organization, Standing and Corporate Power.......................................... A-4
(b) Capitalization...................................................................... A-4
(c) SEC Documents; Financial Statements; Liabilities; Etc............................... A-5
(d) Authority........................................................................... A-6
(e) Compliance with Applicable Laws..................................................... A-6
(f) Government Approvals; Required Consents............................................. A-6
(g) Non-Contravention................................................................... A-7
(h) Litigation.......................................................................... A-7
(i) Taxes and Related Tax Matters....................................................... A-7
(j) Certain Agreements.................................................................. A-8
(k) Employee Benefits................................................................... A-8
(l) The "Rockefeller Center" Name....................................................... A-9
(m) Contracts........................................................................... A-9
(n) Absence of Certain Changes or Events................................................ A-9
(o) Recommendation of Board of Directors; Vote Required................................. A-10
(p) Opinion of Financial Advisor........................................................ A-10
(q) Accuracy of Information Supplied.................................................... A-10
(r) Proxy Statement..................................................................... A-10
(s) Brokers or Finders.................................................................. A-11
(t) Government Regulation............................................................... A-11
(u) No Pending Condemnation or Eminent Domain........................................... A-11
(v) Subordination of Certain Leases..................................................... A-11
(w) No Insolvency Proceeding............................................................ A-11
(x) Insurance........................................................................... A-11
</TABLE>

A-i
<PAGE>

<TABLE>
<CAPTION>
PAGE
---------
<C> <S> <C> <C>
Section 3.2 Representations and Warranties of Parent, Sub, Investors and GSMC................... A-12
(a) Organization, Standing and Corporate Power.......................................... A-12
(b) Authority........................................................................... A-12
(c) Government Approvals; Required Consents............................................. A-12
(d) Non-Contravention................................................................... A-13
(e) Financing........................................................................... A-13
(f) Proxy Statement..................................................................... A-13
(g) Brokers or Finders.................................................................. A-13
(h) No Agreement........................................................................ A-13

ARTICLE 4 COVENANTS............................................................................................ A-13
Section 4.1 Mutual Covenants of RCPI, Parent, Sub, GSMC and Each Investor....................... A-13
(a) Satisfaction of Conditions; Additional Agreements................................... A-13
(b) Confidentiality..................................................................... A-14
(c) Publicity........................................................................... A-14
(d) Advice of Breach.................................................................... A-14
Section 4.2 Covenants of RCPI................................................................... A-14
(a) Access to Information and Facilities................................................ A-14
(b) Ordinary Course..................................................................... A-15
(c) Stockholders' Meeting; Fiduciary Duties............................................. A-17
(d) Preparation of the Proxy Statement.................................................. A-17
(e) Exclusivity......................................................................... A-18
(f) New Leases; Approval Rights......................................................... A-18
(g) Notice of Default................................................................... A-18
(h) Bankruptcy Cases.................................................................... A-19
(i) Prepayment of Zell/Merrill Lynch Loans; Termination of Zell Agreements.............. A-20
(j) Release............................................................................. A-20
Section 4.3 Covenants of the Investors.......................................................... A-20
(a) Releases............................................................................ A-20
(b) Investor Commitments................................................................ A-20
Section 4.4 Covenants of GSMC and Whitehall..................................................... A-20
(a) GS Board Nominee.................................................................... A-20
(b) GSMC Loans.......................................................................... A-20
(c) No Exercise of SARs................................................................. A-21

ARTICLE 5 CONDITIONS PRECEDENT................................................................................. A-21
Section 5.1 Conditions to the Obligations of Parent, Sub, the Investors and RCPI to Effect the
Merger............................................................................. A-21
(a) Stockholder Approval................................................................ A-21
(b) No Injunctions or Restraints........................................................ A-21
(c) HSR Act............................................................................. A-21
(d) Governmental Approvals.............................................................. A-21
(e) Required Consents................................................................... A-21
Section 5.2 Conditions to the Obligations of Parent, Sub and the Investors...................... A-22
(a) Accuracy of Representations and Warranties.......................................... A-22
(b) Performance of Agreements........................................................... A-22
(c) No Material Adverse Change.......................................................... A-22
(d) Liabilities of RCPI................................................................. A-22
(e) Satisfactory Chapter 11 Plan........................................................ A-22
(f) Termination of Zell Agreements...................................................... A-23
(g) Condition of the Property........................................................... A-23
</TABLE>

A-ii
<PAGE>

<TABLE>
<CAPTION>
PAGE
---------
<C> <S> <C> <C>
(h) Environmental Matters............................................................... A-23
(i) Conveyance of Property.............................................................. A-23
(j) No Taxes............................................................................ A-24
(k) Employee Benefits................................................................... A-24
Section 5.3 Conditions to the Obligations of RCPI............................................... A-24
(a) Accuracy of Representations and Warranties.......................................... A-24
(b) Performance of Agreements........................................................... A-24

ARTICLE 6 TERMINATION.......................................................................................... A-25
Section 6.1 Termination......................................................................... A-25
Section 6.2 Effect of Termination............................................................... A-25

ARTICLE 7 GENERAL PROVISIONS................................................................................... A-26
Section 7.1 Certain Definitions................................................................. A-26
Section 7.2 Notices............................................................................. A-30
Section 7.3 Interpretation...................................................................... A-33
Section 7.4 Waivers and Amendments.............................................................. A-33
Section 7.5 Expenses and Other Payments......................................................... A-33
Section 7.6 Assignment.......................................................................... A-34
Section 7.7 Directors' and Officers' Insurance; Indemnity....................................... A-34
Section 7.8 Non-Survival of Representations and Warranties...................................... A-35
Section 7.9 Entire Agreement; No Third Party Beneficiaries...................................... A-35
Section 7.10 Governing Law....................................................................... A-35
Section 7.11 Counterparts........................................................................ A-35
</TABLE>

A-iii
<PAGE>
EXHIBITS AND SCHEDULES

<TABLE>
<C> <S>
Schedule A Cash Flow Requirements

Schedule B Maximum Permitted RCPI Liabilities

Attachment 1 -- Other Liabilities

Exhibit A Form of Certificate of Incorporation

Exhibit B Form of Release

Exhibit C Investor Commitments
</TABLE>

<TABLE>
<C> <S> <C>
RCPI Disclosure Schedule
Section 3.1(b)(ii) Capitalization
Section 3.1(c)(iii) Leases with Nondisturbance Agreements
Section 3.1(c)(v) Subsidiaries
Section 3.1(e) Investigation and Reviews by Governmental Entities
Section 3.1(f)(i) RCPI Governmental Approvals
Section 3.1(f)(ii) RCPI Required Consents
Section 3.1(h) Litigation
Section 3.1(i)(ii) Taxes and Related Tax Matters
Section 3.1(j) Certain Agreements
Section 3.1(k) Employee Benefits
Section 3.1(m) Contracts
Section 3.1(n) Absence of Certain Changes or Events
Section 3.1(x) Insurance
Section 4.2(b)(C) Bonuses, Etc.
Section 4.2(b)(K) Waivers, Etc.
Section 5.2(h) Environmental Matters

P&S Disclosure Schedule
Section 3.2(c)(i) Government Approvals; Required Consents
</TABLE>

A-iv
<PAGE>
AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER, dated as of November 7, 1995, among
ROCKEFELLER CENTER PROPERTIES, INC., a Delaware corporation ("RCPI"), WHITEHALL
STREET REAL ESTATE LIMITED PARTNERSHIP V, a Delaware limited partnership
("Whitehall"), ROCKPROP, L.L.C., a Delaware limited liability company
("Rockprop"), DAVID ROCKEFELLER ("Rockefeller"), EXOR GROUP S.A., a Luxembourg
investment holding company ("Exor"), TROUTLET INVESTMENTS CORPORATION, a British
Virgin Islands private company ("Troutlet"), RCPI HOLDINGS INC., a Delaware
corporation ("Parent"), RCPI MERGER INC., a Delaware corporation and a wholly
owned subsidiary of Parent ("Sub"). Whitehall, Rockprop, Rockefeller, Exor and
Troutlet are sometimes referred to herein collectively as the "Investors" and
individually as an "Investor." (Capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed thereto in Section 7.1.)

WHEREAS, RCPI owns a $1.3 billion loan secured by a mortgage on property in
New York, New York, commonly known as "Rockefeller Center," which is owned by
Rockefeller Center Properties ("RCP") and RCP Associates ("RCPA" and together
with RCP, the "Borrower"), each a New York partnership under the control of
Rockefeller Group, Inc., a New York corporation ("RGI");

WHEREAS, the Borrower has filed for protection under Chapter 11 of the
Bankruptcy Code in proceedings (the "Borrower's Chapter 11 Case") pending in the
United States Bankruptcy Court for the Southern District of New York (Case Nos.
95B42088 and 95B42089), has stopped making payments under the 1985 Loan
Agreement and is consequently in default thereunder;

WHEREAS, the Board of Directors of RCPI has determined that the merger of
Sub with and into RCPI (the "Merger") on the terms and subject to the conditions
set forth in this Agreement would be fair to, and in the best interests of,
RCPI's stockholders, and the Board of Directors of RCPI has approved and adopted
this Agreement and has approved the Merger and the other transactions
contemplated hereby;

WHEREAS, the Board of Directors of each of Parent and Sub has determined
that the Merger on the terms and subject to the conditions set forth in this
Agreement would be fair to, and in the best interests of, its stockholders, and
the Board of Directors of each of Parent and Sub has approved and adopted this
Agreement and has approved the Merger and the other transactions contemplated
hereby; and

WHEREAS, each of RCPI, the Investors, Parent and Sub wish to make certain
representations, warranties and agreements in connection with the Merger and to
prescribe various conditions to the Merger.

NOW, THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto hereby agree as follows:

ARTICLE 1
THE MERGER

Section 1.1 THE MERGER. Upon the terms and subject to the conditions set
forth in this Agreement, and in accordance with the Delaware General Corporation
Law (the "DGCL"), Sub shall be merged with and into RCPI at the Effective Time.
Upon and after the Effective Time, the separate corporate existence of Sub shall
cease and RCPI shall be the surviving corporation in the Merger (the "Surviving
Company"). In accordance with the DGCL, all of the rights, privileges, powers,
immunities, purposes and franchises of RCPI and Sub shall vest in the Surviving
Company, and all of the debts, liabilities, obligations and duties of RCPI and
Sub shall become the debts, liabilities, obligations and duties of the Surviving
Company.

A-1
<PAGE>
Section 1.2 CLOSING. The closing of the Merger (the "Closing") will take
place at the offices of Paul, Weiss, Rifkind, Wharton & Garrison in New York
City at 10:00 a.m. on the fifth Business Day following the date on which the
conditions set forth in Article 5 (other than the delivery of the certificates
of RCPI and Parent referred to therein) have been satisfied or waived by the
party entitled to the benefit of such conditions, or at such other place, time
and date as Parent and RCPI may agree. The date on which the Closing occurs is
referred to herein as the "Closing Date."

Section 1.3 EFFECTIVE TIME. On the Closing Date (or on such other date as
Parent and RCPI may agree), Parent, Sub and RCPI shall cause a Certificate of
Merger (the "Certificate of Merger") to be executed and filed with the Secretary
of State of the State of Delaware in accordance with the relevant provisions of
the DGCL and shall make all other filings or recordings required under the DGCL.
The Merger shall become effective at such time as the Certificate of Merger is
duly filed with the Secretary of State of the State of Delaware, or at such
later time as is specified in the Certificate of Merger (the "Effective Time").

Section 1.4 CERTIFICATE OF INCORPORATION AND BY-LAWS. The Restated
Certificate of Incorporation of RCPI shall be amended and restated as of the
Effective Time (or, at the election of Parent, immediately following the
Effective Time Parent shall amend and restate the Restated Certificate of
Incorporation) to be substantially in the form attached hereto as Exhibit A and
as so amended and restated shall be the Certificate of Incorporation of the
Surviving Company until thereafter changed or amended as provided therein or by
applicable Law. The By-laws of Sub at the Effective Time shall be the By-laws of
the Surviving Company until thereafter changed or amended as provided therein or
by applicable Law.

Section 1.5 DIRECTORS AND OFFICERS. The directors and officers of Sub at
the Effective Time shall be the directors and officers of the Surviving Company
and shall hold office until their respective successors are duly elected or
appointed and qualified or until their earlier death, resignation or removal in
accordance with the Certificate of Incorporation and By-laws of the Surviving
Company.

ARTICLE 2
EFFECT OF THE MERGER ON THE
CAPITAL STOCK OF RCPI AND SUB; PAYMENT FOR SHARES

Section 2.1 EFFECT ON CAPITAL STOCK. At the Effective Time, by virtue of
the Merger and without any action on the part of the holder of any shares of
common stock, par value $.01 per share, of RCPI ("Common Stock") or the holder
of any shares of common stock, par value $.01 per share, of Sub ("Sub Common
Stock"):

(a) CONVERSION OF SHARES OF COMMON STOCK. Each issued and outstanding
share of Common Stock (other than (i) shares of Common Stock held by RCPI or
any of its Subsidiaries as treasury shares, (ii) any shares of Common Stock
held by Parent or any of its Subsidiaries (including Sub) and (iii) any
Dissenting Shares (as defined below)) shall be converted into the right to
receive $8.00 per share net in cash (the "Merger Consideration"), payable to
the holder thereof upon surrender of the certificate formerly representing
such shares in accordance with Section 2.2, without interest thereon, less
any required withholding taxes. Each such share of Common Stock shall cease
to be outstanding and shall automatically be canceled and retired and shall
cease to exist, and each holder of a certificate formerly representing any
such shares of Common Stock shall cease to have any rights with respect
thereto, except the right to receive the Merger Consideration to be paid in
consideration therefor upon surrender of such certificate in accordance with
Section 2.2, without interest thereon, less any required withholding taxes.

(b) CANCELLATION OF COMMON STOCK OWNED BY RCPI, PARENT AND SUB. Each
share of Common Stock that is owned by, or by any Subsidiary of, RCPI or by
Parent or any Subsidiary of Parent (including Sub) shall automatically be
canceled and retired and shall cease to exist, and no consideration shall be
delivered in exchange therefor.

A-2
<PAGE>
(c) CONVERSION OF SHARES OF SUB COMMON STOCK. Each share of Sub Common
Stock issued and outstanding immediately prior to the Effective Time shall
be converted into and become one validly issued, fully paid and
nonassessable share of common stock, par value $.01 per share, of the
Surviving Company.

Section 2.2 PAYMENT FOR COMMON STOCK.

(a) EXCHANGE AGENT. Prior to the Effective Time, Parent shall
designate a bank or trust company reasonably acceptable to RCPI to act as
exchange agent in the Merger (the "Exchange Agent"). At or prior to the
Effective Time, Parent or Sub shall deposit with the Exchange Agent the
funds necessary to make the payments contemplated by Section 2.1(a) hereof
(the "Exchange Fund").

(b) PAYMENT PROCEDURES. As soon as reasonably practicable after the
Effective Time, the Surviving Company shall instruct the Exchange Agent to
mail to each holder of record of a certificate or certificates that
immediately prior to the Effective Time represented outstanding shares of
Common Stock (collectively, the "Certificates") whose shares were converted
into the right to receive the Merger Consideration pursuant to Section
2.1(a), (i) a letter of transmittal (which shall specify that delivery shall
be effected, and risk of loss and title to the Certificates shall pass, only
upon delivery of the Certificates to the Exchange Agent and shall be in such
form and have such other provisions as the Surviving Company may reasonably
specify) and (ii) instructions for use in effecting the surrender of the
Certificates in exchange for payment of the Merger Consideration. Upon
surrender of a Certificate for cancellation to the Exchange Agent, together
with such letter of transmittal, duly executed, and such other documents as
reasonably may be required by the Exchange Agent, and acceptance thereof by
the Exchange Agent, each holder of a Certificate shall receive in exchange
therefor the Merger Consideration specified in Section 2.1(a) hereof,
without interest thereon, less any required withholding taxes, and the
Certificate so surrendered shall forthwith be canceled. The Exchange Agent
shall accept such Certificates upon compliance with such reasonable terms
and conditions as the Exchange Agent may impose to effect an orderly
exchange thereof in accordance with normal exchange practices. After the
Effective Time, there shall be no further transfer on the books and records
of RCPI or its transfer agent of Certificates, and if Certificates are
presented to RCPI for transfer, they shall be canceled against payment of
the Merger Consideration as herein provided. If any payment of Merger
Consideration is to be made to a Person other than the Person in whose name
the Certificate surrendered for exchange is registered, it shall be a
condition of such payment that the Certificate so surrendered shall be
properly endorsed, with the signature guaranteed, or otherwise in proper
form for transfer and that the Person requesting such payment shall pay any
transfer or other taxes required by reason of the payment to a Person other
than the registered holder of the Certificate surrendered, or establish to
the satisfaction of the Surviving Company that such tax has been paid or is
not applicable. Until surrendered as contemplated by this Section 2.2, each
Certificate shall be deemed at any time after the Effective Time to
represent only the right to receive upon such surrender the Merger
Consideration, without interest thereon, less any required withholding
taxes.

(c) FURTHER OWNERSHIP RIGHTS IN COMMON STOCK. The Merger Consideration
paid upon the surrender for exchange of Certificates in accordance with the
terms of this Article 2 shall be deemed to have been paid in full
satisfaction of all rights pertaining to the shares of Common Stock
theretofore represented by such Certificates. If, after the Effective Time,
Certificates are presented to the Surviving Company or the Exchange Agent
for any reason, they shall be canceled and exchanged as provided in this
Article 2.

(d) TERMINATION OF EXCHANGE FUND. Any portion of the Exchange Fund
that remains undistributed to the former stockholders of RCPI for six months
after the Effective Time shall be delivered to the Surviving Company upon
demand, and any former stockholders of RCPI who

A-3
<PAGE>
have not theretofore complied with this Article 2 shall thereafter look only
to the Surviving Company for payment of their claim for any Merger
Consideration, without interest thereon, less any required withholding
taxes.

(e) NO LIABILITY. None of Parent, Sub, RCPI or the Exchange Agent
shall be liable to any Person in respect of any Merger Consideration
delivered to a public official pursuant to any applicable abandoned
property, escheat or similar law.

Section 2.3 DISSENTING SHARES. Notwithstanding anything in this Agreement
to the contrary, shares of Common Stock outstanding immediately prior to the
Effective Time held by a holder (if any) who is entitled to demand, and who
properly demands, appraisal for such shares in accordance with Section 262 of
the DGCL ("Dissenting Shares") shall not be converted into the right to receive
the Merger Consideration unless such holder fails to perfect or otherwise loses
such holder's right to appraisal, if any. If, after the Effective Time, such
holder fails to perfect or loses any such right to appraisal, such shares shall
be treated as if they had been converted as of the Effective Time into the right
to receive the Merger Consideration, without interest thereon, less any required
withholding taxes. RCPI shall give prompt notice to Parent of any demands
received by RCPI for appraisal of shares of Common Stock, and Parent shall have
the right to participate in and direct all negotiations and proceedings with
respect to such demands. Except with the prior written consent of Parent, RCPI
shall not make any payment with respect to, or settle or offer to settle, any
such demands.

Section 2.4 TREATMENT OF WARRANTS AND SARS.

As of the Effective Time, each Warrant and SAR issued and outstanding
immediately prior to the Effective Time shall automatically be canceled and
retired and shall cease to exist, and no consideration shall be delivered in
exchange therefor.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES

Section 3.1 REPRESENTATIONS AND WARRANTIES OF RCPI. RCPI represents and
warrants to each of the Investors, Parent and Sub as follows:

(a) ORGANIZATION, STANDING AND CORPORATE POWER. Each of RCPI and each
of its Subsidiaries is duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization with all requisite power
and authority to engage in its business as currently conducted and to own
the assets and properties currently owned by it. Each of RCPI and each of
its Subsidiaries is licensed or qualified to do business and is in good
standing as a foreign corporation in each jurisdiction in which such
qualification is necessary or advisable for the carrying out of its
business. True, correct and complete copies of the certificate of
incorporation and by-laws of each of RCPI and each of its Subsidiaries as in
effect on the date hereof, and all minutes of all meetings (or written
consents in lieu of meetings) of the Board of Directors (and all committees
thereof) and stockholders of RCPI shall have been made available to Parent
on or prior to the Closing.

(b) CAPITALIZATION.

(i) The authorized capital stock of RCPI consists of 150,000,000
shares of Common Stock, par value $.01 per share, 38,260,704 of which are
currently issued and outstanding. All of such shares of Common Stock (A)
are validly issued, fully paid and nonassessable and (B) are free of
preemptive rights. There are no shares of capital stock of RCPI held in
the treasury of RCPI, and except in respect of the outstanding Warrants
and SARs, RCPI's Dividend Reinvestment Plan and the RCPI Indenture, no
shares of capital stock of RCPI are currently reserved for issuance for
any purpose or upon the occurrence of any event or condition.

A-4
<PAGE>
(ii) Except as set forth on Section 3.1(b)(ii) of the RCPI Disclosure
Schedule, no shares of capital stock or other equity securities of RCPI
are issued or outstanding or reserved for any other purpose, and there
are no subscriptions, options, warrants, calls, rights, convertible
securities or other agreements or commitments of any character to which
RCPI is a party relating to the issued or unissued capital stock or other
equity securities or ownership interests of RCPI (or the purchase, sale,
issuance, repurchase, redemption, acquisition, transfer, disposition,
holding or voting thereof).

(iii) Except as provided in Article ELEVENTH of the Restated
Certificate of Incorporation of RCPI, RCPI has no outstanding bonds,
debentures, notes or other obligations whose holders have the right to
vote with the holders of Common Stock on any matter.

(i) RCPI has made available to Parent a true and complete copy of
each form, report, schedule, registration statement and definitive proxy
statement filed by RCPI with the SEC since January 1, 1992 (as such
documents have since the time of their filing been amended or
supplemented, the "RCPI SEC Documents"), which are all the documents
(other than preliminary material) that RCPI was required to file with the
SEC since such date. As of their respective dates, the RCPI SEC Documents
(other than preliminary material) complied in all material respects with
the requirements of the Securities Act or the Exchange Act, as
applicable, and none of the RCPI SEC Documents (including all financial
statements included therein and exhibits and schedules thereto and
documents incorporated by reference therein) contained any untrue
statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading.

(ii) The financial statements (including the notes thereto) of RCPI
included in the RCPI SEC Documents comply as to form in all material
respects with the applicable accounting requirements and with the rules
and regulations of the SEC with respect thereto, have been prepared in
accordance with GAAP consistently applied (except as may be indicated in
the notes thereto) and present fairly in accordance with GAAP the
financial position of RCPI as of the dates thereof and the results of
operations and cash flows of RCPI for the periods then ended (subject, in
the case of unaudited financial statements, to normal year-end
adjustments).

(iii) RCPI has good title to all of its real property and material
assets, including, without limitation, the Mortgage Note and the
Mortgage, free and clear of all Liens (other than Permitted Liens and the
restrictions on transfer contained in the 1985 Loan Agreement). RCPI has
not granted to any Person (other than any holder of a Permitted Lien) any
rights, recorded or unrecorded, in the Mortgage or the Mortgage Note. To
RCPI's knowledge, no Person, other than RCPI or any holder of a Permitted
Lien, has any right or option, recorded or unrecorded, to acquire the
Property or any portion thereof or interest therein (except for (x)
presently existing rights to renew leases and to lease additional space
and (y) rights to renew leases and to lease additional space under leases
entered into in accordance with the terms of this Agreement after the
date hereof). Section 3.1(c)(iii) of the RCPI Disclosure Schedule sets
forth or describes, as of the date hereof, each lease for space in the
Property in respect of which RCPI has entered into a nondisturbance
agreement, and RCPI has made available to Parent all such nondisturbance
agreements. The Mortgage is a valid lien on all the Property and on the
Lessor's interest in all Leases (each as defined in the Mortgage), with a
priority in all material respects no less than its priority as of
September 19, 1985, except for any Permitted Liens and as such priority
may be affected by the subordination referred to in Clause (ii) of
Recital G to the Amendment and Restatement of the Mortgage, dated as of
December 1, 1988, and the execution and delivery of Leases (as so
defined) after the date of recordation of the Assignment of Rents. Except
for breaches and defaults described on

A-5
<PAGE>
Section 3.1(c)(iii) of the RCPI Disclosure Schedule, to the knowledge of
RCPI, no Person has materially breached any term of the Mortgage or the
Mortgage Note, and no circumstance exists that constitutes (with or
without notice or lapse of time or both) a default under the Mortgage or
the Mortgage Note. The outstanding aggregate principal amount of the
Mortgage Note is $1,300,000,000.

(iv) RCPI is the beneficiary under the Title Insurance and, subject
to the Collateral Trust Agreement, has the right to assign its rights
under the Title Insurance as provided for therein.

(v) Except as set forth on Section 3.1(c)(v) of the RCPI Disclosure
Schedule, RCPI does not have (nor has it ever had) any direct or indirect
Subsidiaries, either wholly or partially owned, and RCPI does not hold
any direct or indirect economic, voting or management interest in any
Person or directly or indirectly own any security issued by any Person.

(vi) Other than (A) the Combination Agreement and (B) nondisturbance
agreements with respect to the leases set forth or described on Section
3.1(c)(iii) of the RCPI Disclosure Schedule and nondisturbance agreements
in form reasonably satisfactory to Parent with respect to leases entered
into in accordance with the terms of this Agreement after the date
hereof, RCPI has never been a party to a merger or consolidation and has
not otherwise assumed or become liable for the obligations of any other
Person.

(d) AUTHORITY. RCPI has all requisite corporate power and authority to
enter into this Agreement and to perform its obligations hereunder and to
consummate the transactions contemplated hereby, subject in the case of the
Merger, to the approval of this Agreement by the stockholders of RCPI in
accordance with the DGCL. The execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby have been duly and
validly authorized by all necessary corporate action on the part of RCPI,
and no other corporate proceedings on the part of RCPI are necessary to
authorize this Agreement or to consummate the transactions contemplated
hereby, subject in the case of the Merger, to the approval of this Agreement
by the stockholders of RCPI and the filing of the Certificate of Merger with
the Secretary of State of the State of Delaware in accordance with the DGCL.
This Agreement has been duly and validly executed and delivered by RCPI and
constitutes a valid and binding obligation of RCPI enforceable against RCPI
in accordance with its terms, subject in the case of the Merger, to the
approval of this Agreement by the stockholders of RCPI in accordance with
the DGCL, and except as such enforceability may be limited by applicable
bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or
similar laws affecting the enforcement of creditors' rights generally and by
equitable limitations on the availability of specific remedies.

(e) COMPLIANCE WITH APPLICABLE LAWS. Each of RCPI and each of its
Subsidiaries holds all material permits, licenses, variances, exemptions,
orders and approvals of all Governmental Entities required in connection
with the operation of the businesses of RCPI and its Subsidiaries (the "RCPI
Permits"); RCPI and its Subsidiaries are in material compliance with the
terms of all RCPI Permits; and, except as RCPI has previously disclosed in
writing to Parent, the businesses of RCPI and its Subsidiaries are not being
conducted in violation of any Law in any material respect. As of the date of
this Agreement, except as set forth on Section 3.1(e) of the RCPI Disclosure
Schedule, no investigation or review by any Governmental Entity with respect
to RCPI or any of its Subsidiaries is pending or, to the knowledge of RCPI,
threatened, nor to the knowledge of RCPI, has any Governmental Entity
indicated an intention to conduct the same.

(f) GOVERNMENT APPROVALS; REQUIRED CONSENTS.

(i) No material consent, approval or authorization of, or declaration
or filing with, or notice to, any Governmental Entity on the part of RCPI
is required in connection with the execution or delivery by RCPI of this
Agreement, the consummation by RCPI of the transactions contemplated
hereby or compliance by RCPI with the provisions hereof, other than

A-6
<PAGE>
(A) the filing of the Certificate of Merger with the Secretary of State
of the State of Delaware in accordance with the DGCL, (B) filings with
the SEC and any applicable national securities exchange, (C) filings
under state securities or "Blue Sky" laws, (D) filings under the HSR Act
and (E) as otherwise set forth on Section 3.1(f)(i) of the RCPI
Disclosure Schedule (any such consents, approvals, authorizations,
declarations, filings or notices specified in clauses (A) through (E)
being referred to as the "RCPI Governmental Approvals").

(ii) No consent, approval or action of, or filing with, or notice to,
any Person (other than a Governmental Entity) is required in connection
with the execution or delivery by RCPI of this Agreement, consummation by
RCPI of the transactions contemplated hereby or compliance by RCPI with
the provisions hereof, other than (A) the approval of this Agreement by
the holders of the Common Stock in accordance with the DGCL, (B) as set
forth on Section 3.1(f)(ii) of the RCPI Disclosure Schedule and (C) any
consent, approval, action, filing or notice that if not obtained or made
would not, individually and in the aggregate, have a Material Adverse
Effect on RCPI (any such consents, approvals, actions, filings or notices
specified in clauses (A) and (B) being referred to as the "RCPI Required
Consents").

(g) NON-CONTRAVENTION. The execution and delivery of this Agreement by
RCPI do not, and the consummation of the transactions contemplated hereby
and compliance by RCPI with the provisions hereof will not, (i) conflict
with or result in any violation of any provision of the Restated Certificate
of Incorporation or By-laws of RCPI; (ii) if the RCPI Required Consents are
obtained or given, as the case may be, result in any violation or breach of,
or result in a modification of the effect of, or constitute (with or without
notice or lapse of time or both) a default under or give rise to any right
of termination, cancellation or acceleration under any material Contract to
which RCPI is a party or by or to which it or any of its properties may be
bound or subject, or result in the creation of any Lien upon the properties
of RCPI, in each case pursuant to the terms of any such Contract; (iii) if
the RCPI Governmental Approvals are obtained, result in any violation of any
Law applicable to RCPI in any material respect; or (iv) if the RCPI
Governmental Approvals and the RCPI Required Consents are obtained or given,
as the case may be, result in the violation, revocation or suspension of any
RCPI Permit.

(h) LITIGATION. Except as set forth on Section 3.1(h) of the RCPI
Disclosure Schedule and except for Permitted Litigations, there are no
actions, suits, arbitrations, regulatory proceedings or other litigation,
proceedings or governmental investigations pending or, to the knowledge of
RCPI, threatened against or affecting RCPI or any of its Agents in their
capacity as such, or any of RCPI's properties or businesses. RCPI is not
subject to any order, judgment, decree, injunction, stipulation or consent
order specifically naming RCPI of any court or other Governmental Entity.
RCPI has not entered into any agreement to settle or compromise any
proceeding pending or threatened against it that has involved any obligation
other than the payment of money or for which RCPI has any continuing
obligation.

(i) TAXES AND RELATED TAX MATTERS.

(i) For all taxable years from and after the year in which RCPI was
organized through the most recent December 31, RCPI has been subject to
taxation as a real estate investment trust (a "REIT") under Subchapter M
of the Code and has satisfied all requirements to qualify as a REIT for
such years. In addition, assuming hypothetically that (i) RCPI's taxable
year in which the Merger occurs were to close immediately prior to the
Closing, and (ii) all recordkeeping and notice requirements in respect of
such year will be complied with, then, without giving effect to the
Merger, RCPI will be for such hypothetical short year subject to taxation
as a REIT under Subchapter M of the Code and will satisfy all
requirements to qualify as a REIT for such year. RCPI is not aware of any
fact or circumstance that could reasonably be expected to prevent it from
continuing so to qualify until the time immediately prior to the Closing
(without giving effect to the Merger).

A-7
<PAGE>
(ii) Except as set forth on Section 3.1(i)(ii) of the RCPI Disclosure
Schedule or as would not, individually and in the aggregate, have a
Material Adverse Effect on RCPI:

(A) All Taxes required to be paid on or before the date hereof by
or with respect to RCPI and its Subsidiaries have been timely paid,
and any Taxes required to be paid by or with respect to RCPI and its
Subsidiaries (or any of them) after the date hereof and on or before
the Effective Time shall be timely paid.

(B) All Tax Returns required to be filed by or with respect to
RCPI or its Subsidiaries on or before the date hereof have been
timely filed. All Tax Returns required to be filed by or with respect
to RCPI or any of its Subsidiaries after the date hereof and on or
before the Effective Time shall be prepared and timely filed in a
manner consistent with prior years and applicable Laws. No penalties
or other charges are or will become due with respect to the late
filing of any Tax Return of RCPI or any of its Subsidiaries or
payment of any Tax of RCPI or any of its Subsidiaries required to be
filed or paid on or before the Effective Time.

(C) With respect to all Tax Returns filed by or with respect to
RCPI and any of its Subsidiaries, no audit is in progress and no
waiver or agreement for an extension of time has been executed with
respect to any date on which any Tax Return was or is to be filed and
no waiver or agreement has been executed for the extension of time
for the assessment or payment of any Tax.

(D) There are no liens for Taxes upon the assets of RCPI or any
of its Subsidiaries except liens for current Taxes not yet
delinquent.

(E) RCPI has provided Parent copies of all revenue agent reports
and related schedules related to pending Tax audits of RCPI or any of
its Subsidiaries or any predecessor thereof or any of its
Subsidiaries. Neither RCPI nor any of its Subsidiaries has received
any notice of deficiency, assessment or proposed deficiency or
assessment from any federal, state, local or foreign taxing
authority, and neither RCPI nor any of its Subsidiaries has been
advised by any such authority that any such notice is forthcoming.

(F) RCPI has not filed a consent to the application of Section
341(f) of the Code.

(G) Neither RCPI nor any of its Subsidiaries has made or become
obligated to make, or will become obligated as a result of any event
connected with any transaction contemplated herein to make, any
"excess parachute payment" as defined in Section 280G of the Code.

(H) Neither RCPI nor any of its Subsidiaries is subject to any
joint venture, partnership or other arrangement or contract that is
treated as a partnership for Federal income tax purposes.

(j) CERTAIN AGREEMENTS. Except as set forth on Section 3.1(j) of the
RCPI Disclosure Schedule and except for this Agreement, as of the date of
this Agreement, neither RCPI nor any of its Subsidiaries is a party to any
oral or written plan, including any stock option plan, stock appreciation
right plan, restricted stock plan or stock purchase plan, any of whose
benefits will be increased, or the vesting of whose benefits will be
accelerated, by the occurrence of any of the transactions contemplated by
this Agreement or the value of any of whose benefits will be calculated on
the basis of any of the transactions contemplated by this Agreement. RCPI
has made available to Parent copies of the plans listed on Section 3.1(j) of
the RCPI Disclosure Schedule.

(k) EMPLOYEE BENEFITS.

(i) Except as set forth on Section 3.1(k) of the RCPI Disclosure
Schedule, neither RCPI nor any of its Subsidiaries is a party to or
participates in or has any liability or contingent

A-8
<PAGE>
liability with respect to (A) any "employee welfare benefit plan" or
"employee pension benefit plan" as those terms are respectively defined
in sections 3(1) and 3(2) of ERISA (collectively, the "Plans"); (B) any
retirement or deferred compensation plan, incentive compensation plan,
stock plan, unemployment compensation plan, vacation pay, severance pay,
bonus or benefit arrangement, insurance or hospitalization program or any
other fringe benefit arrangements for any current or former Agent,
whether pursuant to contract, arrangement, custom or informal
understanding, that does not constitute an "employee benefit plan" (as
defined in section 3(3) of ERISA); or (C) any employment, consulting or
similar agreement. RCPI has made available to Parent true and complete
copies of all plans, arrangements and agreements set forth on Section
3.1(k) of the RCPI Disclosure Schedule.

(ii) Except as set forth on Section 3.1(k) of the RCPI Disclosure
Schedule, neither RCPI nor any of its Subsidiaries contributes to, has
contributed to, or has any liability or contingent liability with respect
to, any multiemployer plan (as defined in section 3(37) of ERISA).

(iii) Except for violations or instances of noncompliance or
nonperformance specifically described on Section 3.1(k) of the RCPI
Disclosure Schedule, each of RCPI and each of its Subsidiaries (A) is in
compliance with and not in default with respect to statutes, orders,
rules and regulations under ERISA and the Code applicable to any Plans
sponsored by RCPI; (B) has performed all obligations required to be
performed by it with respect to such Plans; (C) is not in violation, and
has no knowledge of any default or violation of any third party, in
respect of any of the Plans; and (D) has properly and timely made all
required contributions, has fully funded on a termination basis the Plans
and has maintained and operated each Plan intended to qualify under
section 401(a) of the Code in compliance with the requirements of section
401(a) of the Code (and has maintained and operated any related trust in
compliance with the requirements of section 501(a) of the Code.)

(iv) Except pursuant to any agreement set forth on Section 3.1(k) of
the RCPI Disclosure Schedule or in the RCPI SEC Documents, the
consummation of the transactions contemplated by this Agreement will not,
without additional discretionary action by RCPI, any of RCPI's
Subsidiaries, Parent or Sub with respect to current or former Agents of
RCPI, entitle any individual to severance pay or accelerate the time of
payment or vesting of, increase the amount of, or satisfy a condition to
the compensation due to any individual.

(l) THE "ROCKEFELLER CENTER" NAME. RCPI has not sold, conveyed,
assigned, pledged or otherwise transferred or disposed of any rights in or
to the "Rockefeller Center" name or any variation thereof, nor has RCPI
granted to any Person any license or any other right to use the "Rockefeller
Center" name or any variation thereof. The foregoing shall not imply that
RCPI has or has had any such rights.

(m) CONTRACTS. Section 3.1(m) of the RCPI Disclosure Schedule lists
(i) all the material Contracts to which RCPI or any of its Subsidiaries is a
party or by which RCPI or any of its Subsidiaries is bound or to which any
of the assets or properties of RCPI or any of its Subsidiaries is subject
and (ii) any material licenses, certificates or permits that RCPI or any of
its Subsidiaries holds or to which RCPI or any such Subsidiary is subject.
RCPI has made available true and complete copies of each document listed on
Section 3.1(m) of the RCPI Disclosure Schedule and a written description of
each oral arrangement so listed. Except for defaults, breaches or violations
described on Section 3.1(m) or Section 3.1(c)(iii) of the RCPI Disclosure
Schedule, neither RCPI nor any of its Subsidiaries is, and, to the knowledge
of RCPI, no other parties thereto are, in default, breach or violation of
any such contracts. Except for the Combination Agreement and the Investment
Agreement, RCPI is not a party to any agreement, arrangement or
understanding of any kind with Samuel Zell ("Zell"), any of Zell's
Affiliates or any party to the Combination Agreement or the Investment
Agreement.

(n) ABSENCE OF CERTAIN CHANGES OR EVENTS. Except for any change,
occurrence or circumstance described on Section 3.1(n) of the RCPI
Disclosure Schedule and except as contemplated

A-9
<PAGE>
by this Agreement, since December 31, 1994, RCPI has conducted its
businesses only in the ordinary course of business consistent with past
practices, and as of the date of this Agreement, there has not been (i)
unless and to the extent required to meet the qualification rules for a REIT
under Section 857(a) of the Code or to avoid any excise tax under Section
4981 of the Code, any declaration, setting aside or payment of any dividend
or other distribution (whether in cash, stock or property) with respect to
any of RCPI's capital stock or any return of any capital or other
distribution of assets to stockholders of RCPI; (ii) any investment by RCPI
either by the purchase of any property or assets or by any acquisition (by
merger, consolidation or acquisition of stock or assets) of any corporation,
partnership or other business organization or division thereof; (iii) any
sale, disposition or other transfer of assets or properties of RCPI in
excess of $250,000 individually or $1,000,000 in the aggregate (other than
the repayment of Debt or other liabilities as required by the agreements
with respect thereto and subject to the terms of RCPI's other agreements as
in effect as of the date hereof); or (iv) any change, occurrence or
circumstance of any character (whether or not in the ordinary course of
business) that, individually or in the aggregate, has had or would have a
Material Adverse Effect on RCPI. For the purposes of the foregoing, the
phrase "ordinary course of business consistent with past practices" shall
include changes in the ordinary course of business of RCPI instituted as a
result of, and shall take into account the effects of, the Borrower's
Chapter 11 Case (it being understood that such construction shall not
relieve RCPI of any of its obligations under this Agreement).

(o) RECOMMENDATION OF BOARD OF DIRECTORS; VOTE REQUIRED. The Board of
Directors of RCPI has unanimously approved this Agreement, the Merger and
the other transactions contemplated hereby and, subject to Section 6.1(g)
hereof, has determined to recommend to its stockholders (the
"Recommendation") that its stockholders vote in favor of the adoption and
approval of this Agreement. The provisions of clause (a)(ii) of paragraph A
of Article EIGHTH of the Restated Certificate of Incorporation of RCPI have
been satisfied. Assuming that the holders of at least 62.5% of the Warrants
and SARs approve this Agreement pursuant to the sixth paragraph of the
December 1994 Letter, the affirmative vote of a majority of the votes that
the holders of the outstanding shares of Common Stock are entitled to cast
with respect to the adoption and approval of this Agreement is the only vote
of the holders of any class or series of the capital stock of RCPI necessary
to approve the Merger and the other transactions contemplated hereby.

(p) OPINION OF FINANCIAL ADVISOR. RCPI has received the opinion of
PaineWebber Incorporated, dated the date hereof, to the effect that, as of
such date, the Merger Consideration is fair to the RCPI stockholders from a
financial point of view, and such opinion has not been withdrawn.

(q) ACCURACY OF INFORMATION SUPPLIED. Neither this Agreement nor any
schedule, exhibit, written statement, list, document or certificate
furnished or to be furnished by or on behalf of RCPI to Parent, Sub or any
of their Agents or Affiliates in connection with this Agreement or any of
the transactions contemplated hereby, taken as a whole, contains or will
contain any untrue statement of a material fact or omits or will omit to
state a material fact necessary to make the statements contained herein or
therein, in light of the circumstances in which they are made, not
misleading.

(r) PROXY STATEMENT.

(i) On the date the Proxy Statement is first mailed to RCPI's
stockholders, at the time of the Stockholders' Meeting (as hereinafter
defined) and at the Effective Time, the Proxy Statement will comply in
all material respects with the requirements of the Exchange Act and will
not contain any statement that, at such time and in light of the
circumstances under which it is made, is false or misleading with respect
to any material fact, or omits to state any material fact required to be
stated therein or necessary to make the statements therein not false or
misleading or necessary to correct any statement in any earlier
communication with respect to the solicitation of proxies for the
Stockholders' Meeting that shall have become false or misleading;
provided, however, that the representations and warranties in this

A-10
<PAGE>
subsection shall not apply to statements in or omissions from the Proxy
Statement made in reliance upon and in conformity with information
furnished to RCPI in writing by or on behalf of Parent, Sub or any
Investor (or any Affiliate of any Investor) expressly for use in the
Proxy Statement.

(ii) The accountants who certified the financial statements and
supporting schedules of RCPI included (or incorporated by reference) or
to be included (or incorporated by reference) in the Proxy Statement are
independent public accountants as required by the Securities Act.

(iii) The financial statements of RCPI included (or incorporated by
reference) or to be included (or incorporated by reference) in the Proxy
Statement present or will present fairly the financial position of RCPI
and its consolidated Subsidiaries as of the dates indicated and the
results of their operations for the periods specified in accordance with
GAAP (subject, in the case of unaudited financial statements, to normal
year-end adjustments), and the supporting schedules included (or
incorporated by reference) or to be included (or incorporated by
reference) in the Proxy Statement present or will present fairly the
information required to be stated therein in accordance with GAAP. Except
as otherwise stated in the Proxy Statement, such financial statements
have been or will have been prepared in conformity with GAAP consistently
applied.

(s) BROKERS OR FINDERS. Except as otherwise disclosed herein or in the
Schedules attached hereto, no broker, finder or investment banker (other
than PaineWebber Incorporated) is entitled to any brokerage, finder's or
other fee or commission in connection with the transactions contemplated
hereby based upon arrangements made by or on behalf of RCPI. RCPI has
heretofore made available to Parent a complete and correct copy of all
agreements between RCPI and PaineWebber Incorporated pursuant to which such
firm would be entitled to any payment relating to the transactions
contemplated hereby.

(t) GOVERNMENT REGULATION. RCPI is not subject to regulation under the
Public Utility Holding Company Act of 1935, the Federal Power Act, or the
Interstate Commerce Act, each as amended. In addition, RCPI is not (i) an
"investment company" registered or required to be registered under the
Investment Company Act of 1940, as amended, and is not controlled by such a
company, or (ii) a "holding company," or a "subsidiary company" or a
"holding company," or an "affiliate" of a "holding company" or of a
"subsidiary" of a "holding company," within the meaning of the Public
Utility Holding Company Act of 1935, as amended.

(u) NO PENDING CONDEMNATION OR EMINENT DOMAIN. RCPI has no knowledge
of any pending or threatened condemnation or eminent domain proceedings that
would affect the Property.

(v) SUBORDINATION OF CERTAIN LEASES. To the knowledge of RCPI, each of
the lease, dated July 1, 1982, between RCP and Radio City Music Hall
Productions, Inc., and the lease, dated July 15, 1985, between RCP and
Rockefeller Center Management Corporation ("RCMC") relating to the parking
garage located at the Property, if and as each such lease has been amended
and supplemented, is subject and subordinate to the Mortgage, and none of
the tenants under such leases has any rights of nondisturbance under such
leases. RCPI has not entered into any agreement pursuant to which RCPI has
agreed to recognize the rights of Rockefeller Center Telecommunications
Corporation ("RCTC") under that certain Franchise Agreement, dated September
7, 1985, for the Provision of Telecommunications Services between RCMC and
RCTC, as it may be amended, notwithstanding a foreclosure on the Property
pursuant to the Mortgage.

(w) NO INSOLVENCY PROCEEDING. No proceeding for relief under the
Bankruptcy Code or for similar relief under the laws of any state has been
commenced by or against RCPI.

(x) INSURANCE. Section 3.1(x) of the RCPI Disclosure Schedule sets
forth a list of all policies or binders of fire, liability, product
liability and other insurance held by or on behalf of RCPI or any of its
Subsidiaries (the "Insurance Policies"), and a brief description of each
Insurance Policy, including (i) the amount of any deductible under such
Insurance Policy, (ii) a

A-11
<PAGE>
description of each pending claim under such Insurance Policy of more than
$50,000, (iii) the aggregate amounts paid out under such Insurance Policy
through the date hereof and (iv) the aggregate limit, if any, of the
insurer's liability under such Insurance Policy. The Insurance Policies
insure against risk and liabilities to the extent and in the manner deemed
appropriate and sufficient by RCPI. RCPI and its Subsidiaries are not in
default with respect to any provision contained in any Insurance Policy and
have not failed to give any notice or present any claim under any such
Insurance Policy in a due and timely fashion. Except with respect to any
Insurance Policies that are to be replaced as indicated on Section 3.1(x) of
the RCPI Disclosure Schedule, RCPI and its Subsidiaries have received no
notice of cancellation or non-renewal of, or denial of coverage under, any
Insurance Policy. RCPI has made available to Parent copies of each Insurance
Policy.

Section 3.2 REPRESENTATIONS AND WARRANTIES OF PARENT, SUB, INVESTORS AND
GSMC. Each Investor represents and warrants to RCPI (with respect to itself and
each of Parent and Sub), Parent represents and warrants to RCPI (with respect to
itself and Sub) and each of Sub and Goldman Sachs Mortgage Company ("GSMC")
represents and warrants (with respect to itself) (provided that in the case of
GSMC, all references to this Agreement throughout this Section 3.2 shall mean
only the Sections of this Agreement by which GSMC is bound as indicated on the
signature pages hereof) as follows:

(a) ORGANIZATION, STANDING AND CORPORATE POWER. Each of Parent, Sub,
GSMC and each of the Investors (other than Rockefeller) is a corporation,
partnership or limited liability company duly organized, validly existing
and in good standing under the laws of its jurisdiction of organization.

(b) AUTHORITY. Each of Parent, Sub, GSMC and each of the Investors has
all requisite power and authority to enter into this Agreement and to
perform its obligations hereunder and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly and
validly authorized by all necessary action, if any, on the part of each of
Parent, Sub, GSMC and each of the Investors and no other organizational
proceedings on the part of any of Parent, Sub, GSMC or any of the Investors
are necessary to authorize this Agreement or to consummate the transactions
contemplated hereby. This Agreement has been duly and validly executed and
delivered by each of Parent, Sub, GSMC and each of the Investors and
constitutes a valid and binding obligation of each of Parent, Sub, GSMC and
each of the Investors enforceable against each of Parent, Sub, GSMC and each
of the Investors in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, moratorium, fraudulent
transfer, reorganization or similar laws affecting the enforcement of
creditors' rights generally and by equitable limitations on the availability
of specific remedies.

(i) No material consent, approval or authorization of, or declaration
or filing with, or notice to, any Governmental Entity on the part of
Parent, Sub, GSMC or any Investor is required in connection with the
execution or delivery by any of them of this Agreement, or the
consummation by Parent, Sub, GSMC or any Investor of the transactions
contemplated hereby or compliance by Parent, Sub, GSMC or any Investor
with the provisions hereof, other than (A) the filing of the Certificate
of Merger with the Secretary of State of the State of Delaware in
accordance with the DGCL, (B) filings under the HSR Act and (C) as
otherwise set forth in Section 3.2(c)(i) of the P&S Disclosure Schedule
(any such consents, approvals, authorizations, declarations, filings or
notices specified in clauses (A) through (C) being referred to as "P&S
Governmental Approvals").

(ii) No material consent, approval or action of, or filing with, or
notice to, any Person (other than a Governmental Entity) is required in
connection with the execution or delivery by Parent, Sub, GSMC or any
Investor of this Agreement, the consummation by Parent, Sub,

A-12
<PAGE>
GSMC or any Investor of the transactions contemplated hereby or
compliance by Parent, Sub, GSMC or any Investor with the provisions
hereof, other than those that if not obtained or made would not,
individually and in the aggregate, have a material adverse effect on the
ability of Parent, Sub, GSMC or such Investor, as the case may be, to
consummate the Merger or the other transactions contemplated hereby.

(d) NON-CONTRAVENTION. The execution and delivery of this Agreement by
each of Parent, Sub, GSMC and each of the Investors do not, and the
consummation of the transactions contemplated hereby and compliance by each
of Parent, Sub, GSMC and each of the Investors with the provisions hereof
will not (i) conflict with or result in any violation of any provision of
the certificate of incorporation or by-laws or equivalent organizational
documents, in each case as amended to date, of Parent, Sub, GSMC or any
Investor (other than Rockefeller); (ii) result in any violation or breach
of, or result in a modification of the effect of, or constitute (with or
without notice or lapse of time or both) a default under or give rise to any
right of termination, cancellation or acceleration under, any material
Contract to which Parent, Sub, GSMC or any Investor is a party or by or to
which any of them or any of their properties may be bound or subject, or
result in the creation of any Lien upon the properties of Parent, Sub, GSMC
or any Investor in each case pursuant to the terms of any such Contract; or
(iii) if the P&S Governmental Approvals are obtained, result in any
violation of any Law applicable to Parent, Sub, GSMC or any Investor in any
material respect.

(e) FINANCING. Each Investor has, and at the Closing will have,
available to it all the funds necessary to satisfy its obligation under
Section 4.3(b).

(f) PROXY STATEMENT. The information supplied by each of Parent, Sub
and each of the Investors for inclusion in the Proxy Statement will not, on
the date the Proxy Statement is first mailed to stockholders of RCPI, at the
time of the Stockholders' Meeting and at the Effective Time, contain any
statement that, at such time and in light of the circumstances under which
it is made, is false or misleading with respect to any material fact, or
omits to state any material fact required to be stated therein or necessary
in order to make the statements therein not false or misleading or necessary
to correct any statement in any information previously supplied by any of
Parent, Sub or any Investor for inclusion in the Proxy Statement that shall
have become false or misleading.

(g) BROKERS OR FINDERS. No broker, finder or investment banker is
entitled to any brokerage, finder's or other fee or commission in connection
with the transactions contemplated hereby based upon arrangements made by or
on behalf of Parent, Sub or any Investor.

(h) NO AGREEMENT. As of the date hereof, there is no agreement between
any of the Investors, Parent, Sub or any of their respective Affiliates, on
the one hand, and Mitsubishi Estates Corporation, RGI or any of their
respective Affiliates, on the other hand, with respect to the transactions
contemplated hereby.

ARTICLE 4
COVENANTS

Section 4.1 MUTUAL COVENANTS OF RCPI, PARENT, SUB, GSMC AND EACH
INVESTOR. With respect to itself only, each of RCPI, each of the Investors,
Parent, Sub and, with respect to Sections 4.1(a) and (b) only, GSMC agrees that,
except as expressly contemplated or permitted by this Agreement, it shall comply
with the following covenants:

(a) SATISFACTION OF CONDITIONS; ADDITIONAL AGREEMENTS. Subject to the
terms and conditions of this Agreement, each party hereto agrees to use its
reasonable best efforts to cause the conditions set forth in Article 5 of
this Agreement to be satisfied, and to take, or cause to be taken, all
action and to do, or cause to be done, all things necessary, proper or
advisable under applicable

A-13
<PAGE>
Laws to consummate and make effective as promptly as practicable the
transactions contemplated by this Agreement, including cooperating fully
with the other parties, including by provision of information and making of
all necessary filings in connection with, among other things, the HSR Act.

(b) CONFIDENTIALITY. From and after the date hereof, each party hereto
shall, and shall use its best efforts to cause its Affiliates and its and
their respective Agents to, keep secret and hold in strictest confidence any
and all documents and information identified by any other party as
confidential and furnished to such first party (whether before or after the
date hereof) in connection with the transactions contemplated hereunder,
other than the following: (i) information that has become generally
available to the public other than as a result of a disclosure by such
party, its Affiliates or its Agents; (ii) information that has become
available to such party or an Agent of such party on a nonconfidential basis
from a third party having, to the knowledge of such party (after reasonable
inquiry), no obligation of confidentiality or other legal or fiduciary
obligation of secrecy to a party to this Agreement and that has not itself,
to the knowledge of such party (after reasonable inquiry), received such
information directly or indirectly in breach of any such obligation; (iii)
information that is required to be disclosed by applicable Law or pursuant
to any listing agreement with, or the rules or regulations of, any
securities exchange on which securities of such party or any such Affiliate
are listed or traded; (iv) disclosures made by any party as shall be
reasonably necessary in connection with obtaining the RCPI Required
Consents; and (v) disclosures required in connection with the Borrower's
Chapter 11 Case. If any party hereto is required to disclose any such
confidential information pursuant to applicable Law, such party shall
promptly notify each other party in writing, which notification shall
include the nature of the legal requirement and the extent of the required
disclosure, and shall cooperate with each other party to preserve the
confidentiality of such information consistent with applicable Law. In the
event the transactions contemplated by this Agreement are not consummated,
each party hereto shall return all materials in its possession containing
confidential information belonging to another party and shall not use any
such information for any purpose whatsoever.

(c) PUBLICITY. Except as otherwise required by applicable Law or the
rules or regulations of any securities exchange on which the securities of
such party or any Affiliate of such party are listed or traded, no party
shall issue or cause the publication of any press release or other public
announcement with respect to the transactions contemplated by this Agreement
without the consent of each other party, and in any event, each party agrees
that it shall give each other party reasonable opportunity to review and
comment upon any such release or announcement prior to publication of the
same.

(d) ADVICE OF BREACH. RCPI, on the one hand, and Parent, on the other
hand (the "notifying party"), shall promptly notify the other in writing of
any material breach of any covenant hereunder by the notifying party (and,
in the case of Parent, by Sub, GSMC or any Investor) and of any event
occurring subsequent to the date of this Agreement of which the notifying
party becomes aware that renders any representation or warranty of the
notifying party (and, in the case of Parent, of Sub, GSMC or any Investor)
contained herein untrue or inaccurate in any material respect. Information
provided to a party pursuant to this Section shall not be deemed to cure any
breach of any representation, warranty or covenant of the notifying party
(and, in the case of Parent, of Sub, GSMC or any Investor) made in this
Agreement.

Section 4.2 COVENANTS OF RCPI. During the period from the date of this
Agreement and continuing until the earlier of the Closing and the termination of
this Agreement in accordance with Section 6.1, RCPI agrees that, except as
expressly permitted by this Agreement, or to the extent that Parent shall
otherwise consent in writing:

(a) ACCESS TO INFORMATION AND FACILITIES. RCPI shall give Parent and
its Agents reasonable access during normal business hours to all of the
facilities, properties, books, Contracts, commitments and records of RCPI
and shall make the officers of RCPI available to Parent and its Agents

A-14
<PAGE>
as Parent shall from time to time reasonably request pursuant to reasonable
notice. RCPI shall make available to Parent and its Agents (x) all financial
statements, rent rolls, environmental reports, engineering reports and other
similar documents relating to the Property upon receipt thereof from the
Borrower (or, with respect to any such documents received prior to the date
hereof, promptly following the date hereof), (y) all filings with the SEC
made by or relating to RCPI as promptly as reasonably practicable after
filing, in the case of filings made by RCPI, or receipt, in the case of
filings made by unrelated third parties, and (z) all information concerning
RCPI that Parent and its Agents may reasonably request (provided that such
information shall not be required to include any information related to the
consideration by RCPI's Board of Directors of the Merger or any Alternate
Transaction, except as required by Section 4.2(e) hereof). Notwithstanding
the foregoing, to the extent that making any documents or information
available to Parent and its Agents pursuant to clause (x) or (z) would
violate any confidentiality agreement to which RCPI is a party as of the
date hereof, RCPI shall not be obligated to do so; provided, however, that
RCPI shall, in such event, (A) use reasonable best efforts to obtain waivers
of any such confidentiality agreement to the extent necessary to permit RCPI
to make such documents and information available to Parent and its Agents
and (B) notify Parent promptly to the extent that it is prohibited from
making any such documents or information available to Parent and its Agents
under any such confidentiality agreement.

(b) ORDINARY COURSE. Except as may otherwise be expressly provided by
the terms of this Agreement, RCPI shall (and shall cause each of its
Subsidiaries to) (i) operate only in the ordinary course of business
consistent with past practices, (ii) not take or permit any action or
omission that would cause any of the representations or warranties of RCPI
contained herein to become inaccurate in any material respect or any of the
covenants of RCPI to be breached in a material manner, and (iii) take such
reasonable steps as may be within its power prior to the Closing so that it
shall continue to qualify to be taxed as a REIT, based on the income and
assets of RCPI for the periods prior to the Closing, as long as a REIT is
accorded substantially the same treatment under the United States income tax
laws from time to time in effect as under Sections 856-860 of the Code, in
effect at the date of this Agreement, as originally executed. For the
purposes of the foregoing, the phrase "ordinary course of business
consistent with past practices" shall include changes in the ordinary course
of business of RCPI instituted as a result of, and shall take into account
the effects of, the Borrower's Chapter 11 Case (it being understood that
such construction shall not relieve RCPI of any of its obligations under
this Agreement).

Except as may be required by Law or as expressly provided by the terms
of this Agreement, RCPI shall not (and shall cause each of its Subsidiaries
not to):

(A) declare or pay any dividend on, or make any payment on account
of, or set apart assets for a sinking or other analogous fund for, the
purchase, redemption, defeasance, retirement or other acquisition of,
Common Stock or other equity securities unless and to the extent required
to meet qualification rules for a REIT under Section 857(a) of the Code
or to avoid any excise tax under Section 4981 of the Code;

(B) authorize for issuance, issue, deliver, sell or agree or commit
to issue, sell or deliver (whether through the issuance or granting of
options, warrants, commitments, subscriptions, rights to purchase or
otherwise), pledge or otherwise encumber any shares of its capital stock,
any other voting securities or any securities convertible into, or any
rights, warrants or options to acquire, any such shares, voting
securities or convertible securities or any other securities or equity
equivalents (including without limitation stock appreciation rights);

(C) except as described on Section 4.2(b)(C) of the RCPI Disclosure
Schedule or except with respect to annual bonuses made in the ordinary
course of business consistent with past practice, adopt or amend in any
material respect any bonus, profit sharing, compensation, severance,
termination, stock option, stock appreciation right, pension, retirement,
employment, consulting or other employee benefit agreement, trust, plan
or other arrangement for

A-15
<PAGE>
the benefit or welfare of any current or former director, officer,
consultant or employee of RCPI or increase in any manner the compensation
or fringe benefits of any current or former director, officer, consultant
or employee of RCPI or any of its Subsidiaries, or pay any benefit not
required by any existing arrangement or agreement or place any assets in
any trust for the benefit of any director, officer or employee of RCPI;

(D) amend its Restated Certificate of Incorporation or By-laws;

(E) acquire or agree to acquire (x) by merging or consolidating with,
or by purchasing a substantial portion of the stock or assets of, or by
any other manner, any business or any corporation, partnership, joint
venture, association or other business organization or division thereof
or (y) any assets that are material, individually or in the aggregate, to
RCPI;

(F) (x) sell, lease, license, mortgage or otherwise encumber or
subject to any Lien (other than Permitted Liens), or otherwise dispose of
or transfer any of its real property or material assets, whether now
owned or hereafter acquired (other than the repayment of Debt or other
liabilities as required by the agreements with respect thereto and
subject to the terms of RCPI's other agreements as in effect as of the
date hereof), (y) sell any of its real property or material assets
subject to an understanding or agreement, contingent or otherwise, to
repurchase such property or assets (including sales of accounts
receivable or notes with recourse to it) or (z) assign any right to
receive income;

(G) incur any Debt, issue or sell any debt securities or warrants or
other rights to acquire any debt securities of RCPI or any of its
Subsidiaries, guarantee any debt securities of another person, enter into
any "keep well" or other agreement to maintain any financial statement
condition of another Person or enter into any arrangement having the
economic effect of any of the foregoing, except for Debt permitted to be
incurred after December 31, 1995 under Section 4.4(b) hereof to fund
Permitted Expenses (as hereinafter defined);

(H) make any loans, advances or capital contributions to, or
investments in, any other Person;

(I) form, create or acquire any Subsidiary;

(J) incur or make payments with respect to any general and
administrative expenses or any other expenditures or commitments of any
kind, except for (x) the payment of interest on any Debt pursuant to the
terms of the agreements with respect thereto, (y) general and
administrative expenses in amounts not to exceed the amounts identified
as "Total G&A Expenses" on Schedule A incurred or paid during the months
set forth on Schedule A and (z) payments required to be made under
interest rate swap agreements to which RCPI is a party as of the date
hereof in amounts not to exceed the amounts identified as "Swap Expenses"
on Schedule A paid during the months set forth on Schedule A (together
with any "Transaction Costs" set forth on Schedule B, the payments
referred to in clauses (x), (y) and (z) being referred to as "Permitted
Expenses"); provided that any amounts to be incurred or paid pursuant to
clause (y) or (z) in any month in accordance with Schedule A may be paid
in any subsequent month rather than in the scheduled month;

(K) except as described on Section 4.2(b)(K) of the RCPI Disclosure
Schedule, waive, release, grant, or transfer any rights of value or
modify or change in any material respect any material existing license,
lease, Contract or other document (including, without limitation, the
RCPI Indenture);

(L) adopt a plan of complete or partial liquidation or resolutions
providing for or authorizing such a liquidation or a dissolution, merger,
consolidation, restructuring, recapitalization or reorganization;

(M) (x) amend or in any way waive or modify in any manner adverse to
RCPI or the Investors (other than in connection with any
debtor-in-possession financing permitted by

A-16
<PAGE>
clause (Q) below) any provision of the Mortgage or the Mortgage Note or
the 1985 Loan Agreement or the Purchase Option or (y) exercise the rights
granted to it in the Purchase Option and Article X of the 1985 Loan
Agreement;

(N) change any of its accounting principles, unless required by the
SEC or the Financial Accounting Standards Board;

(O) settle or compromise any shareholder derivative or class action
suits arising out of the transactions contemplated hereby or any other
litigation (whether or not commenced prior to the date of this Agreement)
or settle, pay or compromise any claims not required to be paid,
individually in an amount in excess of $100,000 and in the aggregate in
an amount in excess of $1,000,000, other than in consultation and
cooperation with Parent, and with respect to any such settlement, with
the prior written consent of Parent (which consent shall not be
unreasonably withheld);

(P) enter into any transaction or series of transactions with any
Affiliate of RCPI or otherwise that would be required to be disclosed
pursuant to Item 404 of Regulation S-K other than on terms and conditions
substantially as favorable to RCPI as would be obtainable by RCPI at the
time of such transaction with a Person that is not an Affiliate of RCPI;

(Q) consent to or approve (x) any debtor-in-possession financing
other than the debtor-in-possession financing approved by order of the
Bankruptcy Court on October 30, 1995 (the "DIP Facility"), as limited by
that certain Stipulation and Order Supplementing Cash Collateral Orders
in Connection with Debtor in Possession Financing (the "Stipulation"),
except that RCPI shall not consent to any borrowings under subparagraph
1(iii) or (iv) of the Stipulation, or (y) any application of the proceeds
of any debtor-in-possession financing that deviates from the uses
approved by the Bankruptcy Court or permitted by the Stipulation, in
either case, without Parent's written consent, which shall not be
unreasonably withheld or delayed; or

(R) agree to take any of the actions described in clauses (A) through
(Q) above.

(c) STOCKHOLDERS' MEETING; FIDUCIARY DUTIES. Promptly after the date
hereof, RCPI shall give notice of and take all other action necessary in
accordance with the DGCL, its Restated Certificate of Incorporation and
By-laws and the Exchange Act to convene and hold a meeting of RCPI's
stockholders (the "Stockholders' Meeting") as promptly as practicable after
the date hereof to, among other things, consider and vote upon this
Agreement, and RCPI shall consult with Parent with respect to the date, time
and location of, agenda for, and all other arrangements with respect to such
meeting. The Board of Directors of RCPI shall not withdraw or modify or
propose to withdraw or modify in a manner adverse to Parent or Sub the
Recommendation, unless the Board of Directors of RCPI concludes in good
faith based on the advice of outside legal counsel that such action is
necessary for the Board of Directors of RCPI to comply with its fiduciary
obligations to stockholders under applicable Law. Unless the Recommendation
shall have been withdrawn or modified in a manner adverse to Parent, RCPI
shall use its reasonable best efforts to solicit from stockholders of RCPI
proxies in favor of the approval and adoption of this Agreement and to
secure the vote or the consent of the stockholders required by the DGCL and
its Restated Certificate of Incorporation and By-laws to approve and adopt
this Agreement.

(d) PREPARATION OF THE PROXY STATEMENT.

(i) As soon as practicable following the date of this Agreement, with
all reasonably necessary assistance from Parent, RCPI shall prepare and
cause to be filed with the SEC the Proxy Statement. The Proxy Statement
shall comply with all applicable provisions of the Exchange Act,
including, without limitation, Rule 14a-9 thereunder. RCPI shall provide
Parent and its Agents with reasonable opportunity to review and comment
upon the Proxy

A-17
<PAGE>
Statement prior to the filing thereof with the SEC or the distribution
thereof to the stockholders of RCPI, and shall make all reasonable
changes thereto requested by Parent or its Agents, and shall not file the
Proxy Statement or any amendments thereto to which Parent or its Agents
shall reasonably object.

(ii) RCPI will file promptly all reports and any other definitive
proxy or information statements required to be filed by RCPI with the SEC
pursuant to the Exchange Act for so long as the delivery of a proxy
statement is required in connection with the solicitation of the holders
of Common Stock pursuant to the Proxy Statement.

(iii) If any event shall occur as a result of which it is necessary,
in the opinion of legal counsel to Parent or RCPI, to amend the Proxy
Statement in order to make the Proxy Statement not misleading in the
light of the circumstances existing at the time it is delivered to a
holder of Common Stock, RCPI shall forthwith amend the Proxy Statement
(in form and substance reasonably satisfactory to legal counsel to
Parent) so that, as so amended, the Proxy Statement will not include an
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 existing at the time it is delivered to a holder of Common
Stock, not misleading.

(e) EXCLUSIVITY. Prior to the termination of this Agreement pursuant
to Article 6 hereof, and except as hereinafter provided, neither RCPI nor
any Affiliate thereof, nor any of their respective Agents (collectively, the
"RCPI Parties"), shall, directly or indirectly, solicit, pursue or attempt
to engage in or enter into any discussions with any Person (including the
Borrower and Affiliates thereof) other than the Investors, GSMC, Parent or
Sub (or any of their respective Affiliates), with a view toward entering
into an Alternate Transaction. Notwithstanding the foregoing, RCPI may
respond to and pursue an unsolicited proposal to consummate an Alternate
Transaction (an "Alternate Transaction Proposal") that RCPI's Board of
Directors determines could be financially superior to the Merger, if, based
on the advice of outside legal counsel, RCPI's Board of Directors believes
it has a fiduciary duty to the holders of Common Stock under applicable Law
to respond to and pursue such Alternate Transaction Proposal; provided that
RCPI shall notify Parent of such Alternate Transaction Proposal prior to
responding thereto (but RCPI shall not be obligated to disclose the identity
of the Person making such Alternate Transaction Proposal or any of the terms
thereof). In addition, RCPI may provide at any time information concerning
RCPI and the Property to third parties in response to requests for same (but
may not provide information about Parent, Sub, GSMC (or its Affiliates), any
Investor or this Agreement or anything contained herein or relating hereto
unless and to the extent required by Law).

(f) NEW LEASES; APPROVAL RIGHTS. Prior to the termination of this
Agreement pursuant to Section 6.1 hereof, (i) RCPI shall not, without the
prior written consent of Parent, approve the terms of any lease for space in
the Property and will object to any such lease submitted to it for approval
unless otherwise instructed in writing by Parent, but Parent shall not
unreasonably object to, withhold or delay its approval as to any such lease
and any objection or disapproval shall be based solely on economic
considerations (provided that the form of such lease shall be consistent
with the forms of leases for space in the Property in effect as of the date
hereof) and (ii) RCPI shall not exercise any other approval rights in its
capacity as mortgagee under the Mortgage without the prior written consent
of Parent, which consent shall not be unreasonably withheld or delayed. A
failure by Parent to object to any proposed exercise of an approval right by
RCPI within five Business Days after a written request for approval by
Parent is received by Parent shall be deemed an approval by Parent.

(g) NOTICE OF DEFAULT. Upon RCPI's obtaining knowledge thereof, it
shall give written notice to Parent promptly, but in any event within five
Business Days, of the occurrence of any of the following with respect to
each of RCPI and any of its Subsidiaries: (i) the occurrence of an event or
condition that constitutes a default or an event of default under any
material Contract of RCPI or any of its Subsidiaries, specifying the nature
and existence thereof and what action RCPI

A-18
<PAGE>
proposes to take with respect thereto; (ii) the pendency or commencement of
any material litigation, arbitral or governmental proceeding against RCPI or
any of its Subsidiaries; (iii) any levy of an attachment, execution or other
process against their respective assets in excess of $1,000,000 in the
aggregate; (iv) any development in its business or affairs that has resulted
in, or that RCPI reasonably believes may result in, a Material Adverse
Effect on RCPI; (v) the institution of any proceedings against RCPI, or the
receipt of notice of potential liability or responsibility of RCPI for any
violation, or alleged violation of any Law the violation of which could give
rise to a material liability, or have a Material Adverse Effect on RCPI;
(vi) the occurrence of an event or condition that may render RCPI unable to
qualify as a REIT under the Code or (vii) the occurrence of any other event
or condition that would have a Material Adverse Effect on RCPI.

(h) BANKRUPTCY CASES.

(i) RCPI has filed with the Bankruptcy Court in the Borrower's
Chapter 11 Case its Motion Pursuant to Bankruptcy Code Section 1121(d) to
Terminate Exclusivity and for Authority to Conduct Bankruptcy Rule 2004
Examinations (the "Bankruptcy Motion") (x) requesting that the Borrower's
exclusive solicitation period be terminated and (y) seeking authorization
for RCPI to file its own plan of reorganization for the Borrower.
Following a hearing on the Bankruptcy Motion, Borrower has agreed that it
will transfer the Property to RCPI pursuant to a chapter 11 plan to be
proposed and filed jointly by RGI, Borrower and RCPI in Borrower's
Chapter 11 Case (the "Joint Plan for Borrower"). RCPI shall file the
Joint Plan for Borrower, which shall be reasonably acceptable to Parent,
as promptly as reasonably practicable. In addition, a motion requesting
the Bankruptcy Court to set a hearing on approval of the disclosure
statement and authorizing commencement of solicitation of acceptances of
the Joint Plan for Borrower shall be filed as soon as possible after the
filing of the Joint Plan for Borrower and the related disclosure
statement, but in any event so as to allow the Joint Plan for Borrower to
be confirmed by February 29, 1996.

(ii) Except as specifically set forth in subparagraph (h)(i) above
with respect to the Bankruptcy Motion or subparagraph (h)(iii) below with
respect to "emergency" matters, RCPI shall not file or support any
material applications, motions, pleadings, chapter 11 plans, disclosure
statements or other documents ("RCPI Pleadings") or take any other
material action (including, without limitation, accepting or approving
any chapter 11 plan or affirming or disaffirming any lease or contract)
relating to the Borrower's Chapter 11 Case (it being understood that
whether any pleading, document or other action is "material" for purposes
of this paragraph shall be reasonably determined by Parent), without the
prior consent (in writing, to the extent practicable) of Parent (which
consent shall not be unreasonably withheld or delayed).

(iii) Any and all RCPI Pleadings filed by RCPI in the Borrower's
Chapter 11 Case that are material (as reasonably determined by Parent)
shall be in form and substance reasonably satisfactory to Parent. RCPI
shall not file any material RCPI Pleadings, nor take any other action
that is material (as reasonably determined by Parent) in any way relating
to the Borrower's Chapter 11 Case without the prior consent (in writing,
to the extent practicable) of Parent (which consent shall not be
unreasonably withheld or delayed). RCPI shall provide Parent copies of
all RCPI Pleadings proposed to be filed by RCPI in the Borrower's Chapter
11 Case and shall fully advise Parent of any material action proposed to
be taken by RCPI in any way relating to the Borrower's Chapter 11 Case no
less than 48 hours prior to any such proposed filing or action unless
there shall not be sufficient time to permit such 48-hour notice, in
which event RCPI shall fully advise Parent orally if any such action is
to be taken on a short term or "emergency" basis.

(iv) RCPI shall as promptly as reasonably practicable advise Parent
of any "emergency" matters relating to or arising in Borrower's Chapter
11 Case.

A-19
<PAGE>
(v) Without limiting the foregoing, as promptly as reasonably
practicable, RCPI shall provide Parent with all notices, amendments,
stipulations, waivers, requests and consents relating to the DIP
Facility.

(i) PREPAYMENT OF ZELL/MERRILL LYNCH LOANS; TERMINATION OF ZELL
AGREEMENTS. Concurrently with the execution of this Agreement, RCPI shall
take all steps reasonably requested by Parent to terminate the Combination
Agreement, and upon receipt of the proceeds of the initial GSMC Loans (as
hereinafter defined), RCPI shall repay any and all amounts borrowed by RCPI
pursuant to the terms of the Investment Agreement, and shall thereafter take
all steps reasonably requested by Parent to terminate the Investment
Agreement. Except as permitted by this Section 4.2(i), RCPI shall not, (i)
without the prior written consent of Parent, make any payments under or (ii)
without the prior written consent of Parent, which shall not be unreasonably
withheld, take any action with respect to the Combination Agreement or the
Investment Agreement.

(j) RELEASE. Concurrently with the execution of this Agreement, RCPI
shall execute a release substantially in the form of Exhibit B.

Section 4.3 COVENANTS OF THE INVESTORS. Each Investor agrees (with respect
to itself only) as follows:

(a) RELEASES. Concurrently with the execution of this Agreement, each
of the Investors shall (and Whitehall shall cause GSMC and Goldman, Sachs &
Co. ("GS") to) execute a release substantially in the form of Exhibit B.

(b) INVESTOR COMMITMENTS. Immediately prior to the Effective Time,
each of the Investors (or its designee) shall contribute to the capital of
Parent or Sub an amount in cash equal to the amount set forth opposite such
Investor's name on Exhibit C, the sum of which amounts shall be sufficient
to satisfy the obligations of Parent and Sub to pay the Merger Consideration
to the holders of Common Stock pursuant to Section 2.1(a).

Section 4.4 COVENANTS OF GSMC AND WHITEHALL.

(a) GS BOARD NOMINEE. From the date hereof through the earlier of (i)
the Effective Time and (ii) the termination of this Agreement pursuant to
Section 6.1, Whitehall shall cause GS to refrain from exercising its rights
under the December 1994 Letter to (x) designate the GS Nominee (as defined
in the December 1994 Letter) to the Board of Directors of RCPI and (y)
enforce RCPI's obligations under the December 1994 Letter to use its best
efforts to cause the Board and each committee thereof to include the GS
Nominee.

(b) GSMC LOANS. Concurrently with the execution of this Agreement,
GSMC shall make available to RCPI additional credit (secured pursuant to
existing security arrangements provided for in the Loan Documents) in an
amount up to a total of (A) $33 million plus (B) $12 million to pay
Permitted Expenses if the Closing Date shall not have occurred on or before
December 31, 1995, in each case under the terms of the Goldman Loan
Agreement (the "GSMC Loans"); provided that (1) of the amount described in
clause (A), an amount sufficient to pay all interest that will become due
from RCPI to Whitehall and GSMC on or before December 31, 1995 shall be
available only to pay such interest and (2) of the amount described in
clause (B), an amount sufficient to pay all interest that will become due
from RCPI to Whitehall and GSMC on or before March 31, 1996 shall be
available only to pay such interest. Notwithstanding the provisions of the
Goldman Loan Agreement, (i) such additional amounts may be borrowed by RCPI
at any time and from time to time after the date hereof, (ii) once borrowed,
such amounts may be prepaid by RCPI at any time (without penalty), (iii)
once prepaid, such amounts may not be reborrowed by RCPI and (iv) any such
amounts shall accrue interest at a rate equal to 10% per annum (compounded
quarterly); provided that if any such additional borrowings shall not have
been repaid by the earlier of March 31, 1996 and the termination of this
Agreement pursuant to Sections 6.1(b), 6.1(f) or 6.1(g), then any such
borrowings that remain outstanding shall thereafter be subject to

A-20
<PAGE>
all of the terms and conditions (including interest rate and prepayment
provisions) contained in the Goldman Loan Agreement. In consideration of the
transactions contemplated by this Agreement, GSMC, on behalf of the Lenders
(as defined in the Goldman Loan Agreement), hereby agrees that (x) RCPI
shall not be required to use the proceeds of the GSMC Loans to make the
prepayments required by Section 2.05(b) of the Goldman Loan Agreement and
(y) RCPI shall be deemed not to have breached the Goldman Loan Agreement by
reason of having spent amounts reserved for payment of interest (and thus
deducted from Net Cash Flow as such term is defined in the Goldman Loan
Agreement) for purposes other than payment of interest, provided that such
amounts were used to pay expenses of the type included in Permitted Expenses
as such term is defined herein.

(c) NO EXERCISE OF SARS. Whitehall shall not (and shall cause each
holder of SARs not to), prior to the earlier of the Effective Time and the
termination of this Agreement pursuant to Section 6.1, exercise the SARs,
unless RCPI has taken any action and as a result the failure to exercise
such SARs would adversely affect the rights of Whitehall or such holders
with respect to the SARs, the value of the SARs to Whitehall or such holders
or the position of Whitehall, such holders or GSMC in RCPI. The conversion
by Whitehall or such holders of any SARs into 14% Debentures (as such term
is defined in the Stock Appreciation Rights Agreement) shall be deemed not
to be (i) an incurrence of Debt by RCPI in violation of this Agreement or
(ii) additional Debt for purposes of determining the satisfaction of the
conditions set forth in Section 5.2 of this Agreement.

ARTICLE 5
CONDITIONS PRECEDENT

Section 5.1 CONDITIONS TO THE OBLIGATIONS OF PARENT, SUB, THE INVESTORS AND
RCPI TO EFFECT THE MERGER. The respective obligations of each party to effect
the Merger shall be subject to the satisfaction of the following conditions:

(a) STOCKHOLDER APPROVAL. This Agreement shall have been approved and
adopted by the affirmative vote of a majority of the votes that the holders
of the outstanding shares of Common Stock are entitled to cast.

(b) NO INJUNCTIONS OR RESTRAINTS. No temporary restraining order,
preliminary or permanent injunction or other order or decree issued by any
court of competent jurisdiction or other Governmental Entity or other legal
restraint or prohibition (an "Injunction") restraining or preventing the
consummation of the Merger or subjecting any party or any of its Affiliates
to substantial damages as a result of the consummation of the Merger shall
be in effect, provided that the party invoking this condition shall have
used reasonable best efforts to have such Injunction vacated.

(d) GOVERNMENTAL APPROVALS. The RCPI Governmental Approvals and the
P&S Governmental Approvals shall have been obtained and shall be in full
force and effect.

(e) REQUIRED CONSENTS. The RCPI Required Consents (other than any
consents and approvals of the Investors, GSMC and their respective
Affiliates) shall have been obtained and be in full force and effect.

A-21
<PAGE>
Section 5.2 CONDITIONS TO THE OBLIGATIONS OF PARENT, SUB AND THE
INVESTORS. The obligations of Parent, Sub and each of the Investors under this
Agreement to consummate the transactions contemplated hereby are subject to the
satisfaction of the following conditions, the imposition of which is solely for
the benefit of Parent, Sub and each of the Investors and any one of more of
which may be expressly waived by Parent, in its sole discretion, except as
otherwise required by law:

(a) ACCURACY OF REPRESENTATIONS AND WARRANTIES. The representations
and warranties of RCPI contained herein shall have been true and correct in
all material respects when made, and shall be true and correct in all
material respects (without regard to any "knowledge" qualifier contained
therein) at and as of the Closing Date as though made on and as of the
Closing Date (except to the extent that any such representation and warranty
had by its terms been made as of a specific date in which case such
representation and warranty shall have been true and correct in all material
respects (without regard to any "knowledge" qualifier contained therein) as
of such specific date). For purposes of this Section 5.2(a), the requirement
that the representations and warranties of RCPI shall be true and correct in
"all material respects" is not intended to establish a different or higher
materiality standard with respect to any representation or warranty that is
already qualified by a materiality or a Material Adverse Effect standard by
the terms thereof. Parent shall have received a certificate of RCPI dated
the Closing Date and signed by an officer of RCPI certifying, to the
knowledge of RCPI, to the fulfillment of this condition.

(b) PERFORMANCE OF AGREEMENTS. RCPI shall have performed in all
material respects all obligations and agreements and complied in all
material respects with all covenants and conditions contained in this
Agreement or otherwise contemplated hereby to be performed and complied with
by it at or prior to the Closing Date, and Parent shall have received a
certificate of RCPI dated the Closing Date and signed by an officer of RCPI
certifying, to the knowledge of RCPI, to the fulfillment of this condition.

(c) NO MATERIAL ADVERSE CHANGE. Since December 31 1994, no material
adverse change in the financial condition of RCPI or the financial or
physical condition of the Property shall have occurred and be continuing, it
being understood that changes in the financial condition of RCPI shall not
be considered material for this purpose to the extent such changes are
attributable to (i) the initiation of any Permitted Litigation, (ii) any
acceleration or attempted acceleration of indebtedness of RCPI (or any
attempt to exercise any rights consequent thereto) as a result of any of the
transactions contemplated hereby, or (iii) any event or condition the
occurrence of which is reasonably foreseeable based on the disclosures made
in RCPI's Annual Report on Form 10-K for the year ended December 31, 1994 or
its quarterly reports on Form 10-Q for the quarters ended March 31, 1995 and
June 30, 1995 (other than a filing for relief under the Bankruptcy Code by
RCPI, unless such filing is made with the consent of Parent).

(d) LIABILITIES OF RCPI. Except for (i) the liabilities set forth or
described on Schedule B, (ii) any liabilities incurred after December 31,
1995 in accordance with Section 4.2(b)(G) to fund Permitted Expenses
incurred after December 31, 1995, (iii) any accrued but unpaid interest on
the outstanding Debt set forth or described on Schedule B accruing after
December 31, 1995, and (iv) Permitted Litigations, as of the Closing Date,
there shall be no outstanding Debt or other liabilities or claims
(including, without limitation, guaranty obligations) of or against RCPI or
any of its Subsidiaries (other than liabilities and claims that,
individually and in the aggregate, are de minimis).

(e) SATISFACTORY CHAPTER 11 PLAN. The Joint Plan for Borrower or any
other chapter 11 plan (an "Alternative Chapter 11 Plan") confirmed in the
Borrower's Chapter 11 Case, shall, among other things, provide for the
transfer to the Surviving Company (or its designee approved by Parent) of
(i) the Property, (ii) all other real property (including leasehold
interests) owned by the Borrower and used in connection with the operation
of the Property consistent with past practices and (iii) all personal
property (including leasehold interests) owned by the Borrower and material
to the operation of the Property consistent with past practices and shall
otherwise be

A-22
<PAGE>
filed on a date and be in form and substance reasonably satisfactory to
Parent. The maximum amount to be provided (or assumed) by RCPI under the
Joint Plan for Borrower or under any Alternative Chapter 11 Plan to be used
to fund liabilities of the Borrower or its estate shall not exceed $20
million (exclusive of the debtor-in-possession financing permitted under
Section 4.2(b)(Q)), and such funded liabilities shall consist only of
liabilities related to administrative expenses, claims entitled to priority
under the Bankruptcy Code, cure payments relating to leases and other
executory contracts to be assumed (including tenant improvements) reasonably
acceptable to Parent, and certain general unsecured claims reasonably
acceptable to Parent. The disclosure statement for, and the proceedings
relating to confirmation of, the Joint Plan for Borrower or for any
Alternative Chapter 11 Plan also shall be in form and substance reasonably
satisfactory to Parent.

(f) TERMINATION OF ZELL AGREEMENTS. RCPI shall have taken all steps
reasonably requested by Parent to terminate the Investment Agreement and the
Combination Agreement.

(g) CONDITION OF THE PROPERTY. As of the Closing Date,

(i) there shall not exist any violations of Law relating to the
Property or structural defects in the Property that would require the
expenditure of more than $25 million to cure, repair or replace (as
applicable);

(ii) except for Permitted Liens, there shall exist no defect of title
to the Property arising since the date of the Title Insurance that would
materially adversely affect the value of the Property or the ability to
operate the Property for its current use; and

(iii) the Borrower shall not have violated or taken any action
inconsistent with any of the covenants set forth in the 1985 Loan
Agreement or the Mortgage (other than any covenants relating to the
payment of principal or interest on the Mortgage Note), except to the
extent that such violation or action together with any other such
violations and actions would not have and would not be reasonably likely
to have a material adverse effect on the physical or financial condition
of the Property.

(h) ENVIRONMENTAL MATTERS.

(i) Except as set forth on Section 5.2(h) of the RCPI Disclosure
Schedule, (A) no portion of the real property owned, operated or subject
to any mortgage or security interest held by RCPI shall have been used
for the generation, storage, transportation or disposal, if any, of
Hazardous Materials and (B) no Hazardous Materials shall be present in,
on or under any portion of any such property except to the extent that
any such use or presence, individually and in the aggregate, would not
have and would not be reasonably likely to have a material adverse effect
on the physical or financial condition of the Property.

(ii) Except as set forth on Section 5.2(h) of the RCPI Disclosure
Schedule, RCPI and its Affiliates, and all portions of the real property
owned, operated or subject to any mortgage or security interest held by
RCPI or its Affiliates, (A) shall be in compliance with all applicable
Environmental Laws, (B) shall have received all permits, licenses or
other approvals required of them under applicable Environmental Laws to
conduct their respective businesses and (C) shall be in compliance with
all terms and conditions of any such permit, license or approval, except
to the extent that any such noncompliance or failure to receive,
individually and in the aggregate, would not have and would not be
reasonably likely to have a material adverse effect on the physical or
financial condition of the Property.

(i) CONVEYANCE OF PROPERTY. Parent, Sub and each Investor shall be
reasonably satisfied that immediately after the Effective Time (or such
later time as shall be reasonably determined by Parent) (i) the Property,
(ii) all other real property (including leasehold interests) owned by the

A-23
<PAGE>
Borrower and used in connection with the operation of the Property
consistent with past practices and (iii) all personal property (including
leasehold interests) owned by the Borrower and material to the operation of
the Property consistent with past practices will be conveyed to the
Surviving Company (or its designee approved by Parent) pursuant to the Joint
Plan for Borrower.

(j) NO TAXES. Prior to the date on which the Proxy Statement is first
mailed to the stockholders of RCPI, Parent, Sub and each Investor shall be
reasonably satisfied that neither the Merger nor the conveyance of the
Property to the Surviving Company (or its designee approved by Parent) will
subject the Surviving Company (or its designee approved by Parent) to any
liabilities for transfer tax or gains tax under the laws of the City of New
York or the State of New York. Notwithstanding any other provision of this
Agreement to the contrary, this Section 5.2(j) is intended to be the
exclusive provision in this Agreement relating to any liabilities for the
taxes referred to in this Section 5.2(j) that may arise from the Merger or
the conveyance of the Property to the Surviving Company (or its approved
designee).

(k) EMPLOYEE BENEFITS. Prior to the date on which the Proxy Statement
is first mailed to the stockholders of RCPI, Parent, Sub and each Investor
shall be reasonably satisfied that, following the consummation of the
transactions contemplated hereby, the Surviving Company will not have, at or
any time following the Effective Time, whether arising by operation of law
or otherwise, any direct or indirect, actual or contingent liability (as a
successor employer or otherwise) arising out or relating to the employment
(including the performance of services by any consultant) on or prior to the
Effective Time of any individual in connection with the operation of the
Property (whether or not employed by the Surviving Company at or following
the Effective Time), including, but not limited to, under any federal or
state labor or tax law, any employment, consulting, severance or other
compensatory agreement or arrangement, any collective bargaining agreement
or any benefit plan, practice or arrangement, whether such direct or
indirect, actual or contingent liability arises prior to, at the time of or
following the Effective Time.

Section 5.3 CONDITIONS TO THE OBLIGATIONS OF RCPI. The obligations of RCPI
to consummate the transactions contemplated hereby are subject to the
satisfaction of the following conditions, the imposition of which is solely for
the benefit of RCPI and any one or more of which may be expressly waived by
RCPI, in its sole discretion, except as otherwise required by law:

(a) ACCURACY OF REPRESENTATIONS AND WARRANTIES. The representations
and warranties of Parent, Sub, GSMC and the Investors contained herein shall
have been true and correct in all material respects when made, and shall be
true and correct in all material respects at and as of the Closing Date as
though made on and as of the Closing Date (except to the extent that any
such representation and warranty had by its terms been made as of a specific
date, in which case such representation and warranty shall have been true
and correct in all material respects as of such specific date). For purposes
of this Section 5.3(a), the requirement that the representations and
warranties of Parent, Sub, GSMC and the Investors shall be true and correct
in "all material respects" is not intended to establish a different or
higher materiality standard with respect to any representation or warranty
that is already qualified by a materiality or a Material Adverse Effect
standard by the terms thereof. RCPI shall have received a certificate of
Parent dated the Closing Date and signed by an officer of Parent certifying,
to the knowledge of Parent, to the fulfillment of this condition.

(b) PERFORMANCE OF AGREEMENTS. Each of Parent, Sub, GSMC and each of
the Investors shall have performed in all material respects all obligations
and agreements and complied in all material respects with all covenants and
conditions contained in this Agreement to be performed and complied with by
it at or prior to the Closing Date, and RCPI shall have received a
certificate of Parent dated the Closing Date and signed by an officer of
Parent certifying, to the knowledge of Parent, the fulfillment of this
condition.

A-24
<PAGE>
ARTICLE 6
TERMINATION

Section 6.1 TERMINATION. This Agreement may be terminated and the Merger
contemplated hereby may be abandoned at any time prior to the date on which the
Proxy Statement is first mailed to the stockholders of RCPI, in the case of
Section 6.1(b)(ii), and at any time prior to the Effective Time, whether before
or after approval by the stockholders of RCPI, in all other cases:

(a) by mutual written consent of Parent and RCPI;

(b) by Parent if (i) there has been a material breach of any
representation, warranty, covenant or agreement on the part of RCPI set
forth in this Agreement that, if not a willful breach, has not been cured
within 30 days following receipt by RCPI of notice of such breach from
Parent or (ii) the condition set forth in Section 5.2(j) or Section 5.2(k)
shall not have been satisfied prior to the date on which the Proxy Statement
is first mailed to the stockholders of RCPI;

(c) by RCPI if there has been a material breach of any representation,
warranty, covenant or agreement on the part of Parent, Sub, GSMC or any
Investor set forth in this Agreement that, if not a willful breach, has not
been cured within 30 days following receipt by Parent, Sub or such Investor
of notice of such breach from RCPI;

(d) by either Parent or RCPI, if the Merger shall not have been
consummated before March 31, 1996 (or such later date as may be agreed to by
Parent and RCPI), provided that neither party may terminate this Agreement
under this Section 6.1(d) if the failure has been caused by such party's
material breach of this Agreement;

(e) by either Parent or RCPI, if this Agreement shall fail to receive
the requisite vote for approval and adoption by the stockholders of RCPI at
the Stockholders' Meeting;

(f) by Parent, if (i) the Board of Directors of RCPI shall withdraw,
modify or change the Recommendation in a manner adverse to Parent or shall
have resolved to do any of the foregoing; (ii) the Board of Directors of
RCPI shall have recommended to the stockholders of RCPI, or agreed to enter
into, an Alternate Transaction; (iii) a tender offer or exchange offer for
shares of capital stock of RCPI that would result in the beneficial
ownership by any Person or any "group" (as defined in Section 13(d) of the
Exchange Act and the rules and regulations promulgated thereunder) of more
than 50% of the outstanding shares of any class of capital stock of RCPI is
commenced; or (iv) any Person shall have acquired beneficial ownership or
the right to acquire beneficial ownership of, or any "group" shall have been
formed that beneficially owns, or has the right to acquire "beneficial
ownership" of, more than 50% of the then-outstanding shares of any class of
capital stock of RCPI;

(g) by RCPI, prior to the occurrence of the vote of the stockholders of
RCPI with respect to this Agreement, if (i) RCPI has received an Alternate
Transaction Proposal that RCPI's Board of Directors determines in good faith
could be financially superior to the Merger, (ii) based on the advice of
outside legal counsel, RCPI's Board of Directors believes that it is
required to respond to and pursue such Alternate Transaction Proposal in
order to comply with its fiduciary obligations to holders of Common Stock
under applicable Law, and (iii) RCPI has entered into a definitive agreement
to consummate such Alternate Transaction Proposal; or

(h) by Parent or RCPI, if a court of competent jurisdiction or other
Governmental Entity shall have issued an order, decree or ruling or taken
any other action restraining, enjoining or otherwise prohibiting the
consummation of the Merger, and such order, decree, ruling or other action
shall have become final and nonappealable.

Section 6.2 EFFECT OF TERMINATION. If this Agreement is terminated and the
Merger abandoned pursuant to Section 6.1, all further obligations of the parties
hereunder shall terminate, except that the obligations set forth in Sections
4.1(b), 4.1(c) and 4.4(b), this Section 6.2 and Section 7.5 shall

A-25
<PAGE>
survive; provided, however, if this Agreement is so terminated by a party
because one or more of the conditions to such party's obligations hereunder is
not satisfied as a result of the other party's willful failure to comply with
its obligations under this Agreement, the terminating party's right to pursue
all legal remedies for breach of contract or otherwise, including, without
limitation, damages relating thereto, shall also survive such termination
unimpaired.

ARTICLE 7
GENERAL PROVISIONS

Section 7.1 CERTAIN DEFINITIONS. As used in this Agreement, unless the
context otherwise requires or unless another meaning is specifically indicated,
the following terms shall have the meanings set forth in this Section:

"Affiliate" means, with respect to any Person, any other Person that,
directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with, such first Person.

"Agent" means, with respect to any Person, such Person's officers,
directors, employees, fiduciaries, attorneys, accountants, investment
bankers, consultants or advisors or other representatives or agents.

"Agreement" means this Agreement and Plan of Merger, including all
exhibits and schedules hereto, as it may be amended from time to time.

"Alternate Transaction" means (i) whether pursuant to or in the context
of a proceeding in a Bankruptcy Court or otherwise, (A) a sale of stock or
other equity securities or a material portion of assets, tender offer
(including a self tender offer) or exchange offer, financing, refinancing,
recapitalization, restructuring, liquidation, dissolution, reorganization,
merger, consolidation, transfer, foreclosure, deed in lieu of foreclosure or
other business combination or similar transaction (or series of
transactions) involving RCPI, the Borrower, the Mortgage Note, the Mortgage
or the Property and involving or having a value of at least $50 million, in
the case of any issuance, repurchase or transfer of stock or other equity
securities of RCPI, or $100 million, in the case of any other transaction,
or (B) any other material corporate transaction whose consummation would
reasonably be expected to prevent or materially delay the Merger or (ii) a
confirmed plan of reorganization pursuant to Chapter 11 of the Bankruptcy
Code for RCPI or RCP or RCPA. It is understood and agreed that, without
limiting the generality of the foregoing, (x) a reinstatement, restructuring
or "cram down" pursuant to 11 U.S.C. Section 1129(b) of the Mortgage Note
and the Mortgage would constitute an Alternate Transaction and (y) the
rights offering to be effectuated pursuant to the Rights Offering Agreement
would not constitute an Alternate Transaction.

"Bankruptcy Code" means the Bankruptcy Code in Title 11 of the United
States Code.

"Bankruptcy Court" means the applicable court presiding over the
Borrower Chapter 11 Case.

"Business Day" means any day on which the principal offices of the SEC
in Washington, D.C. are open to accept filings and other than a day on which
(i) banks in the State of New York are authorized or required to be closed
or (ii) the New York Stock Exchange, Inc. is closed.

"By-laws" means the By-laws of RCPI, as amended or otherwise modified
from time to time.

"Closing" means the consummation of the transactions contemplated herein
in accordance with Section 1.2.

"Code" means the United States Internal Revenue Code of 1986, as
amended.

"Collateral Trust Agreement" means the Collateral Trust Agreement, dated
as of December 29, 1994, by and among RCPI and Bankers Trust Company and
Gary R. Vaughan, Trustees.

A-26
<PAGE>
"Combination Agreement" means the Agreement and Plan of Combination,
dated as of September 11, 1995, between Equity Office Holdings, L.L.C., a
Delaware limited liability company, and RCPI.

"Contract" means any contract, lease, commitment, understanding, sale,
stipulation, order, purchase order, agreement, indenture, mortgage, note,
bond, right, warrant, instrument or plan, whether written or oral.

"Debt" of any Person means, without duplication, (i) all indebtedness of
such Person for borrowed money; (ii) all obligations of such Person
evidenced by notes, bonds, debentures or other similar instruments; (iii)
all obligations of such Person as lessee under leases that have been or
should be, in accordance with GAAP, recorded as capital leases; (iv) all
obligations, contingent or otherwise, of such Person under acceptance,
letter of credit or similar facilities; (v) all Debt of others referred to
in clauses (i) through (iv) above guaranteed directly or indirectly in any
manner by such Person; and (vi) all Debt of others referred to in clauses
(i) through (v) above secured by (or for which the holder of such Debt has
an existing right, contingent or otherwise, to be secured by) any Lien on
property (including, without limitation, accounts and contract rights) owned
by such Person, even though such Person has not assumed or become liable for
the payment of such Debt.

"December 1994 Letter" means the letter agreement, dated December 18,
1994, among GS, Whitehall and RCPI.

"Environmental Laws" means all Laws relating to the protection of human
health and safety, the environment or hazardous or toxic substances or
wastes, pollutants or contaminants.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended.

"Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

"GAAP" means generally accepted accounting principles in the United
States at the time in effect.

"Goldman Loan Agreement" means the Loan Agreement between RCPI, the
lender parties thereto and Goldman Sachs Mortgage Company, as Agent, dated
as of December 18, 1994.

"Governmental Entity" means the government of the United States or any
foreign country or any state or political subdivision thereof and any
entity, body or authority exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government,
including quasi-governmental entities established to perform such functions.

"Hazardous Materials" includes, without limitation, any hazardous
substance, pollutant or contaminant regulated under the Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C. Section
9601, et seq., as amended by the Superfund Amendments and Reauthorization
Act, and the Emergency Planning and Community Right-to-Know Act; oil and
petroleum products and natural gas, natural gas liquids, liquefied natural
gas, and synthetic gas usable for fuel; pesticides regulated under the
Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. Section 2601
et seq.; asbestos, polychlorinated biphenyls, and other substances regulated
under the Toxic Substance Control Act, 15 U.S.C. Section 2601 et seq; source
material, special nuclear material, and by-product materials regulated under
the Atomic Energy Act; and industrial process and pollution control wastes
to the extent regulated under applicable Environmental Laws.

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, and the rules and regulations promulgated thereunder.

"Investment Agreement" means the Investment Agreement, dated as of
August 18, 1995, between RCPI and Zell/Merrill Lynch Real Estate Opportunity
Partners Limited Partnership III.

A-27
<PAGE>
"knowledge" of any Person means actual knowledge of a responsible
officer of such person, and, unless otherwise specified, without inquiry
having been made by such Person or such officer of such Person.

"Law" means any law, statute, regulation, ordinance, rule, order,
decree, judgment, consent decree, settlement agreement or governmental
requirement enacted, promulgated, entered into, agreed or imposed by any
Governmental Entity.

"Lien" means any mortgage, lien (except for any lien for taxes not yet
due and payable), charge, restriction, pledge, security interest, option,
lease or sublease, easement, encroachment or encumbrance.

"Loan Documents" means the "Loan Documents" as defined in the Goldman
Loan Agreement.

"Loss" or "Losses" means any and all liabilities, losses, costs, claims,
damages, penalties and expenses (including, without limitation, attorneys'
fees and expenses and costs of investigation and litigation).

"Material Adverse Effect" means, with respect to any Person, any effect
that is or is reasonably likely to be materially adverse to the financial
condition of such Person and its Subsidiaries taken as a whole.

"Mortgage" means, collectively, (i) the Mortgage and Security Agreement,
dated as of September 19, 1985, by RCPA and RCP to RCPI, (ii) the
Consolidation, Extension, Modification and Spreader Agreement, dated as of
September 19, 1985, among RCPA, RCP and RCPI, recorded with the City
Register of the City of New York, and (iii) the Assignment of Rents, dated
as of September 19, 1985, by RCPA and RCP to RCPI, recorded with the City
Register of the City of New York, each as amended from time to time.

"Mortgage Note" means, collectively, the Mortgage Note, dated as of
September 19, 1985, in the amount of $1,255,160,004, in favor of RCPI and
the Consolidated Mortgage Note, dated as of September 19, 1985, in the
amount of $44,839,996, each as amended from time to time.

"1985 Loan Agreement" means the Loan Agreement, dated as of September
19, 1985, among RCPI, RCPA and RCP, as amended from time to time.

"P&S Disclosure Schedule" means the disclosure schedule delivered to
RCPI by Parent and Sub concurrently with the execution of this Agreement.

"Permitted Liens" means (i) all exceptions to title to the Mortgage set
forth in the Title Insurance; (ii) Liens created in connection with the
Goldman Loan Agreement or the "Loan Documents" as defined therein, including
Liens created to secure loans contemplated by Section 4.4(b) hereof; (iii)
all nondisturbance agreements set forth on Section 3.1(c)(iii) of the RCPI
Disclosure Schedule, and all other nondisturbance agreements hereafter
entered into by RCPI in accordance with the terms of this Agreement; (iv)
Liens created pursuant to the terms of this Agreement; (v) Liens for taxes
not yet due or as otherwise provided in clause (xiii) below; (vi) easements,
rights-of-way, restrictive covenants and concourse, subway and franchise
agreements of record as set forth on Schedule B-1 to the Title Report of
Ticor Title Insurance Company and Ticor Title Guarantee Company No.
4193-00483 dated October 10, 1995 ("Title Report"), but no other matters set
forth in the Title Report other than as covered by clause (i) above or
provided for in clause (vii) below; (vii) Liens (other than those described
in clause (viii) below) in respect of property imposed by law arising in the
ordinary conduct of business, such as materialmen's, mechanics',
warehousemen's and other like Liens, which are set forth in the Title Report
and the disposition of which (whether by payment, cancellation or otherwise)
is provided for in the Joint Plan for Borrower or an Alternative Chapter 11
Plan provided in Section 5.2(e) (the "Approved Plan"); (viii) mechanics',
materialmen's and similar Liens filed by reason of work performed by or on
behalf of tenants of space in the Property if (A) under the terms of the
leases of

A-28
<PAGE>
such tenants, such tenants are obligated to remove and discharge such Liens
and to pay for the work that gives rise to such Liens (whether or not such
tenants are entitled to an allowance or other reimbursement from their
landlord) and (B) the disposition of such Liens (whether by payment,
cancellation or otherwise) is provided for in the Approved Plan; (ix) unpaid
water charges, sewer rents and vault charges, the disposition of which is
provided for in the Approved Plan; (x) leases or subleases granted to others
(under which RCP or RCPA is the landlord or sublandlord, as applicable)
existing as of the date hereof and those hereafter entered into which are
approved pursuant to this Agreement and/or by the Bankruptcy Court; (xi) any
Lien approved by the Bankruptcy Court in the Borrower's Chapter 11 Case,
including any Lien securing debtor-in-possession financing permitted under
Section 4.2(b)(Q), which is to be paid in full under the terms of the
Approved Plan; (xii) the Mortgage; and (xiii) any other Liens (including,
but not limited to, Liens for taxes and Liens in respect of property imposed
by law arising in the ordinary conduct of business such as materialmen's,
mechanic's, warehousemen's and other like Liens), the disposition (whether
by payment, cancellation or otherwise) of which is provided for in the
Approved Plan or is otherwise approved by Parent; provided, however, that
when used in respect of the Mortgage, as opposed to the Property, "Permitted
Liens" shall mean only those matters set forth in this definition which are
paramount and superior to the lien of the Mortgage.

"Permitted Litigations" means (i) the pending, threatened and potential
litigation described on Section 3.1(h) of the RCPI Disclosure Schedule, (ii)
any derivative or class action suit not described on Section 3.1(h) of the
RCPI Disclosure Schedule alleging a breach by the Board of Directors of RCPI
of its fiduciary duty to stockholders in connection with a significant
corporate transaction; provided that the suits contemplated by this clause
(ii) would not, individually and in the aggregate, have a Material Adverse
Effect on RCPI and (iii) litigations arising after the date hereof to which
RCPI is a party, in the ordinary course of business, involving property,
personal injury or contract claims that will not result in any material
recovery that is not covered by insurance.

"Person" means any individual, corporation, partnership, firm, group (as
such term is used in Section 13(d)(3) of the Exchange Act), joint venture,
association, trust, limited liability company, unincorporated organization,
estate, trust or other entity.

"Property" shall mean the real and personal property covered by the
Mortgage.

"Proxy Statement" means the proxy statement filed with the SEC by RCPI
in connection with the Stockholders' Meeting, including any amendments
thereto.

"Purchase Option" means the Purchase Option, dated as of September 19,
1985, among RCPA, RCP and RCPI, as amended.

"RCPI Disclosure Schedule" means the disclosure schedule delivered to
Parent and Sub by RCPI concurrently with the execution of this Agreement.

"RCPI Indenture" means the Indenture, dated as of September 15, 1985,
between RCPI and Manufacturers Hanover Trust Company, as amended.

"Regulation G, T, U or X" shall mean, respectively, Regulation G, T, U
and X of the Board of Governors of the Federal Reserve System as from time
to time in effect and any successor to all or a portion thereof.

"Restated Certificate of Incorporation" means the Restated Certificate
of Incorporation of RCPI, as amended.

"Rights Offering Agreement" means the letter agreement, dated the date
hereof, between RCPI, GS and Whitehall relating to the effectuation of a
rights offering in the event that the stockholders of RCPI do not approve
this Agreement, as amended from time to time.

A-29
<PAGE>
"SARs" means the stock appreciation rights issued pursuant to the Stock
Appreciation Rights Agreement.

"SEC" means the Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

"Stock Appreciation Rights Agreement" means the Stock Appreciation
Rights Agreement, dated December 18, 1994, between RCPI and Chemical Bank,
as amended.

"Subsidiary" of any Person means any corporation, partnership, joint
venture or other legal entity of which such Person (either directly or
through or together with any other Subsidiary of such Person), owns,
directly or indirectly, 50% or more of the stock or other equity interests
the holders of which are generally entitled to vote for the election of the
board of directors or similar governing body of such corporation,
partnership, joint venture or other legal entity.

"Taxes" means federal, state, county, local, foreign and other taxes
(including, without limitation, income, profits, premium, estimated, excise,
sales, use, occupancy, gross receipts, franchise, ad valorem, severance,
capital levy, production, transfer, withholding, employment, unemployment
compensation, payroll related, property, real property transfer and real
property gains taxes, import duties and other governmental charges and
assessments), whether or not measured or based in whole or in part by net
income, and including deficiencies, interest, additions to tax or interest,
and penalties with respect thereto, and including expenses associated with
contesting any proposed adjustment related to any of the foregoing.

"Tax Return" means any report, return or other information required to
be supplied to a Governmental Entity in connection with any Taxes.

"Title Insurance" means (i) the title insurance policy set forth in
Schedule III to the Collateral Trust Agreement and (ii) the title insurance
policy described in the Letter Agreement dated as of December 29, 1994
regarding the assignment by RCPI of its title insurance benefits to the
Trustees referred to in clause (i) above.

"Warrant Agreement" means the Warrant Agreement dated December 18, 1994
between RCPI and Chemical Bank, as amended.

"Warrants" means the warrants for the purchase of shares of Common Stock
issued pursuant to the Warrant Agreement.

Section 7.2 NOTICES. All notices and other communications hereunder shall
be in writing and shall be deemed given when delivered personally, upon receipt
of a transmittal confirmation if sent by facsimile or like transmission and on
the next Business Day when sent by Federal Express, Express Mail or similar
overnight courier service to the parties at the following addresses or facsimile
numbers (or at such other address or facsimile number for a party as shall be
specified by like notice):

(a) If to RCPI, to:

Rockefeller Center Property, Inc.
1270 Avenue of the Americas
New York, New York 10020
Attention: Secretary
Facsimile: (212) 698-1453

A-30
<PAGE>
with a copy to:

Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Attention: Cornelius J. Dwyer, Jr.
Facsimile: (212) 848-7179

(b) If to Parent or Sub, to:

Whitehall Street Real Estate
Limited Partnership V
85 Broad Street
New York, New York 10004
Attention: Daniel Neidich
Facsimile: (212) 902-3000

with copies to:
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
Attention: Robert B. Schumer
Facsimile: (212) 757-3990
and

Each of the Investors and their respective
counsel at the addresses set forth
in paragraphs (c) - (g) below:

Whitehall Street Real Estate
Limited Partnership V
85 Broad Street
New York, New York 10004
Attention: Daniel Neidich
Facsimile: (212) 902-3000

with copies to:
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
Attention: Robert B. Schumer
Facsimile: (212) 757-3990

and
Sullivan & Cromwell
250 Park Avenue
New York, New York 10177
Attention: Joseph Shenker
Facsimile: (212) 558-3792

A-31
<PAGE>
(d) If to Rockprop, to:

Tishman Speyer Properties, L.P.
520 Madison Avenue
New York, New York 10022
Attention: Jerry I. Speyer
Facsimile: (212) 319-1745
with a copy to:
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Attention: Thomas P. Dore, Jr.
Facsimile: (212) 450-5738

(e) If to Rockefeller, to:

Spears, Benzak, Salomon & Farrell, Inc.
45 Rockefeller Plaza, 33rd Floor
New York, New York 10111
Attention: Richard E. Salomon
Facsimile: (212) 586-6652

with a copy to:
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
Attention: Peter W. Herman
Facsimile: (212) 530-5219

(f) If to Exor, to:

Exor Group S.A.
Voltastrasse, 61
Zurich, SWITZERLAND CH804-1
Attention: Siegfried Maron
Facsimile: 011-41-1-262-4212

with a copy to:

Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
Attention: Ernest Rubenstein
Facsimile: (212) 757-3990

(g) If to Troutlet, to:

Troutlet Investments Corporation
c/o Villa Bijou
19, Avenue de la Costa
Monte Carlo M.C. 98000
MONACO
Attention: Alois Jurt
Facsimile: 011-33-93-301-672

A-32
<PAGE>
with copies to:
Andreas C. Dracopoulos
39 East 51st Street
New York, New York 10022
Facsimile: (212) 832-9732
and
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
Attention: Squire N. Bozorth
Facsimile: (212) 530-5219

Section 7.3 INTERPRETATION. When a reference is made in this Agreement to
Sections, such reference shall be to a Section of this Agreement unless
otherwise indicated. The table of contents and headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. Whenever the words "include,"
"includes" or "including" are used in this Agreement, they shall be deemed to be
followed by the words "without limitation." The phrases "the date of this
Agreement," "the date hereof" and terms of similar import, unless the context
otherwise requires, shall be deemed to refer to November 7, 1995. Dollar amounts
referred to in this Agreement shall not be deemed to establish any standard of
materiality.

Section 7.4 WAIVERS AND AMENDMENTS. This Agreement may be amended,
superseded, canceled, renewed or extended, and the terms hereof may be waived,
only by written instruments signed by the parties to this Agreement, or in the
case of a waiver, by the party waiving compliance. Except where a specific
period for action or inaction is provided herein, no delay on the part of a
party in exercising any right, power or privilege hereunder shall operate as a
waiver thereof. Neither any waiver on the part of a party of any such right,
power or privilege, nor any single or partial exercise of any such right, power
or privilege, shall preclude any further exercise thereof or the exercise of any
other such right, power or privilege.

Section 7.5 EXPENSES AND OTHER PAYMENTS.

(a) Except as otherwise specifically provided herein, the parties to
this Agreement shall bear their respective expenses incurred in connection
with the preparation, execution and performance of this Agreement and the
transactions contemplated hereby, including, without limitation, all fees
and expenses of their respective Agents.

(b) RCPI agrees that if this Agreement shall be terminated pursuant to:

(i) Section 6.1(b)(i), 6.1(f) or 6.1(g) and within 30 months after
the date on which this Agreement is terminated RCPI shall consummate an
Alternate Transaction; or

(ii) Section 6.1(d) (if (x) each of Parent, Sub, GSMC and each of the
Investors is not in material breach of any covenant, representation or
warranty; (y) each of Parent, Sub and each of the Investors is ready,
willing and able to consummate the Merger; and (z) each of Parent, Sub,
GSMC and each of the Investors has satisfied in all material respects the
conditions set forth in Section 5.3 applicable to it) or 6.1(e) and (A)
at the time this Agreement is terminated there shall exist an Alternate
Transaction Proposal or any Person shall have publicly announced its
intention to make an Alternate Transaction Proposal and (B) within 30
months after the date on which this Agreement is terminated RCPI shall
consummate an Alternate Transaction; then RCPI shall pay to Parent an
amount equal to $6.5 million less any amounts paid to Parent pursuant to
Section 7.5(c).

(c) RCPI agrees that if this Agreement shall be terminated pursuant to
Section 6.1(e), then RCPI shall pay to Parent an amount equal to $2.925
million.

A-33
<PAGE>
(d) In addition, RCPI agrees that if this Agreement shall be terminated
pursuant to Section 6.1 (other than Section 6.1(c)), then RCPI shall pay to
Parent all expenses up to an aggregate amount of $2.5 million incurred by
Parent, Sub and the Investors in connection with the preparation, execution
and performance of this Agreement and the transactions contemplated hereby,
including, without limitation, all fees and expenses of their respective
Agents.

(e) Any payment required to be made pursuant to Section 7.5(b) shall be
made concurrently with the consummation of the applicable Alternate
Transaction, and any payment required to be made pursuant to Section 7.5(c)
or (d) shall be made promptly following any termination to which Section
7.5(c) or (d), as the case may be, applies.

Section 7.6 ASSIGNMENT. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto (whether by operation of law or otherwise) without the prior written
consent of the other party and any such assignment made without such consent
shall be void and of no effect; provided that each of Parent and Sub shall have
the right to assign its rights, interests and obligations hereunder to one or
more entities (each a "New Entity") which shall be formed, capitalized and owned
by the Investors, and upon such assignment, the parties shall amend this
Agreement to provide (a) that, at the election of the Investors, a New Entity
(and not RCPI) shall be the Surviving Company of the Merger and (b) for such
other modifications to the terms hereof as shall be necessary to reflect the
revised structure (it being understood that any such amendment shall not affect
the Merger Consideration or any other economic terms of this Agreement);
provided further that any Investor may assign any of its rights, interests or
obligations hereunder to any of its Affiliates so long as (i) any such Affiliate
assignee enters into an agreement by which it agrees to become a party to, and
be bound by the terms of, this Agreement and (ii) the Investor making such an
assignment is not relieved of its obligations under this Agreement.

Section 7.7 DIRECTORS' AND OFFICERS' INSURANCE; INDEMNITY. (a) For a
period of six years after the Effective Time, the Surviving Company shall
maintain in effect policies of directors' and officers' liability insurance in
substantially the same form with substantially the same terms and conditions as
contained in RCPI's current policies of directors' and officers' liability
insurance in an amount not less than the amount currently maintained by RCPI
with respect to claims arising from facts or events that occurred prior to the
Effective Time; provided that such insurance is available on commercially
reasonable terms.

(b) Subsequent to the Closing, Parent shall cause the Surviving Company to
indemnify and hold harmless each present and former director, officer, employee,
fiduciary and agent of RCPI (collectively, the "Special Indemnified Parties")
against all losses in connection with any claim, action, suit, proceeding or
investigation, whether civil, criminal, administrative or investigative, arising
out of or pertaining to any action or omission in their capacity as director or
officer occurring before the Closing, whether asserted or claimed prior to, at
or after the Closing Date, for a period of six years after the Closing Date in
each case to the fullest extent permitted under applicable law (and shall pay
any expenses in advance of the final disposition of such action or proceeding to
each Special Indemnified Party to the fullest extent permitted under applicable
law, upon receipt from the Special Indemnified Party to whom expenses are
advanced of an undertaking to repay such advances as required under applicable
law). In the event of any such claim, action, suit, proceeding or investigation,
the Surviving Company, at its expense, shall have the right to defend such
claim, action, suit, proceeding or investigation, unless there is, as determined
by counsel to the Surviving Company, a conflict or reasonable likelihood of a
conflict such that the representation of one or more of the Special Indemnified
Parties would be impermissible under applicable standards of professional
conduct, in which case, or in the case that the Surviving Company elects not to
defend such claim, suit, proceeding or investigation, then the Surviving Company
shall pay the reasonable fees and expenses of one counsel selected by the
Special Indemnified Parties, which counsel shall be reasonably satisfactory to
the Surviving Company, promptly after statements therefor are received and the
Surviving Company shall cooperate in the defense of any such matter; provided,
however, that, if any claim for indemnification is asserted or made within such
six-year period, all rights to indemnification in respect of such

A-34
<PAGE>
claim shall continue until the disposition of such claim. For the purposes
solely of this Section 7.7(b), the corporate law of the State of Delaware shall
be assumed to be the "applicable law" referred to in this Section 7.7(b).

(c) For a period of six years after the Effective Time, the Surviving
Company shall not amend or otherwise modify Article SEVENTH of its Amended and
Restated Certificate of Incorporation or otherwise amend or modify its Amended
and Restated Certificate of Incorporation to the extent that such amendment or
modification would restrict the Surviving Company's ability to fulfill its
obligations under Section 7.7(b).

(d) In the event the Surviving Company or any of its respective successors
or assigns (i) consolidates with or merges into any other Person and shall not
be the continuing or surviving corporation or entity of such consolidation or
merger or (ii) transfers all or substantially all of its properties and assets
to any Person, then, and in each such case, provision shall be made so that the
successors and assigns of the Surviving Company shall assume the obligations set
forth in this Section 7.7.

Section 7.8 NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties made in this Agreement or in any instrument
delivered pursuant to this Agreement shall not survive the Effective Time.

Section 7.9 ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES. This Agreement
(including the documents and the instruments referred to herein) (a) constitutes
the entire agreement and supersedes all prior agreements and understandings,
both written and oral, among the parties with respect to the subject matter
hereof (it being understood that except as expressly provided herein, this
Agreement shall not affect the Goldman Loan Agreement, the Warrant Agreement,
the Stock Appreciation Rights Agreement, the documents executed in connection
therewith or the Rights Offering Agreement) and (b) is not intended to confer
upon any person other than the parties hereto any rights or remedies hereunder
(except as provided in Section 7.7).

Section 7.10 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York (other than its
rules of conflicts of law to the extent that the application of the laws of
another jurisdiction would be required thereby); provided, however, that with
respect to matters of corporate law, the DGCL shall govern.

Section 7.11 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be an original and all of which, when taken
together, shall constitute one and the same instrument.

IN WITNESS WHEREOF, each of the parties has signed or caused this Agreement
to be signed as of the date first above written.

ROCKEFELLER CENTER PROPERTIES, INC.

By: /s/ STEVEN A. SANDBERG

-----------------------------------
Name: Steven A. Sandberg
Title: Executive Vice President

A-35
<PAGE>
RCPI HOLDINGS INC.

By: /s/ DANIEL M. NEIDICH

-----------------------------------
Name: Daniel M. Neidich
Title: President

RCPI MERGER INC.

By: /s/ DANIEL M. NEIDICH

-----------------------------------
Name: Daniel M. Neidich
Title: President

WHITEHALL STREET REAL ESTATE
LIMITED PARTNERSHIP V

By: W.H. Advisors L.P. V,
General Partner
By: WH Advisors, Inc. V,
General Partner

By: /s/ DANIEL M. NEIDICH

-----------------------------------
Name: Daniel M. Neidich
Title:

ROCKPROP, L.L.C.

By: Tishman Speyer Crown Equities
its Managing Member

By: Tishman Speyer Associates
Limited Partnership,
General Partner

By: /s/ JERRY I. SPEYER

-----------------------------------
Name: Jerry I. Speyer
Title: General Partner

By: TSE Limited Partnership,
General
Partner

A-36
<PAGE>
By: /s/ CHARLES H. GOODMAN

----------------------------------
Name: Charles H. Goodman
Title: General Partner

/s/ DAVID ROCKEFELLER*

--------------------------------------
David Rockefeller
* By Peter W. Herman, Attorney-in-Fact

EXOR GROUP S.A.

By: /s/ ERNEST RUBENSTEIN

-----------------------------------
Name: Ernest Rubenstein
Title: Attorney-in-Fact

TROUTLET INVESTMENTS CORPORATION

By: /s/ SQUIRE N. BOZORTH

-----------------------------------
Name: Squire N. Bozorth
Title: Attorney-in-Fact

For Purposes of Sections 3.2, 4.1(a),
4.1(b), 4.3(a) and 4.4(b) only:

GOLDMAN SACHS MORTGAGE COMPANY

By: /s/ STEVEN T. MNUCHIN

-----------------------------------
Name: Steven T. Mnuchin
Title: President of Goldman Sachs
Real
Estate Funding Corp, General
Partner.

A-37
<PAGE>
SCHEDULE A
ROCKEFELLER CENTER PROPERTIES, INC.
PROJECTED CASH FLOW REQUIREMENTS
(IN MILLIONS)

PROJECTED REIT CASH FLOW (1)

<TABLE>
<CAPTION>
1995 1996
------------------------------------------ ----------------------------------------------
SEPT. OCT. NOV. DEC. JAN. FEB. MAR. TOTAL
--------- --------- --------- --------- --------- --- ----- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CASH SOURCES
Beginning Cash Balance............. $ 16.4 $ 13.3 $ 34.6 $ 24.6 $ 6.6 $ 5.0 $ 16.4
Estimated Interest Income.......... 0.1 0.1 0.1 -- 0.0 0.0 0.3
GSMC Loan (2)...................... -- 33.0 -- 12.0 -- -- 45.0
--------- --------- --------- --------- --- --- -----
$ 16.5 $ 46.3 $ 34.7 $ 36.6 $ 6.6 $ 5.0 $ 61.7
CASH REQUIREMENTS
Interest Expense
Current Coupon Convertible
Debentures (3).................. $ -- $ -- $ -- $ 27.7 $ -- $ -- $ 27.7
Zero Coupon Convertible
Debentures...................... -- -- -- -- -- -- --
Floating Rate Notes.............. -- -- 2.9 -- -- 2.9 5.8
14% Debentures................... -- -- 5.4 -- -- -- 5.4
Working Capital.................. -- -- -- -- -- -- --
--------- --------- --------- --------- --- --- -----
Total Interest Expense............. $ -- $ -- $ 8.3 $ 27.7 $ -- $ 2.9 $ 38.9
Total G&A Expenses................. 2.4 1.6 1.9 1.7 1.7 1.7 10.8
Swap Expenses...................... 0.8 -- -- 0.6 -- 0.4 1.8
Repayment of Unsecured Debt (2).... -- 10.2 -- -- -- -- 10.2
--------- --------- --------- --------- --- --- -----
Total Cash Requirements............ $ 3.2 $ 11.8 $ 10.1 $ 30.0 $ 1.7 $ 5.0 $ 61.7
Ending Cash Balance (Deficit)
(4)............................... $ 16.4 $ 13.3 $ 34.6 $ 24.6 $ 6.6 $ 5.0 $ 0.0 $ 0.0
</TABLE>

- ------------------------------

(1) All numbers have been rounded to the nearest $100,000.

(2) Assumes concurrent funding of GSMC Loan and termination of Investment
Agreement on November 10, 1995.

(3) Interest payment on the Current Coupon Convertible Debentures scheduled for
December 31, 1995 is payable on January 2, 1996.

(4) Assumes waiver of the net cash flow sweep and interest reserve requirements
upon signing of the Merger Agreement.

SCHEDULE A
1
<PAGE>
SCHEDULE B
MAXIMUM PERMITTED RCPI LIABILITIES
AS OF DECEMBER 31, 1995

<TABLE>
<S> <C>
OUTSTANDING DEBT: (1)
Current Coupon Convertible Debentures...................................... $ 213,170,000
Zero Coupon Convertible Debentures......................................... 360,283,410
Floating Rate Notes........................................................ 117,285,234
GSMC Loan (2).............................................................. 33,467,500
14% Debentures............................................................. 75,787,500
-------------
TOTAL OUTSTANDING DEBT....................................................... $ 799,993,644

OTHER LIABILITIES:
Swaps (3).................................................................. 10,000,000
Transaction Costs (4)...................................................... 8,000,000
Liquidation Expenses and Other Liabilities
(see Attachment 1)........................................................ 5,588,196
Zell Breakup Fee and Related Expenses (5).................................. 11,575,000
-------------
TOTAL OTHER LIABILITIES (6).................................................. $ 35,163,196

TOTAL LIABILITIES............................................................ $ 835,156,840
-------------
-------------
</TABLE>

- ------------------------

(1) Includes accrued interest, except in the case of the Current Coupon
Convertible Debentures which is payable on January 2, 1996.

(2) Assumes 10% per annum fixed rate interest accrual, compounded quarterly.

(3) Subject to adjustment to reflect changes in interest rates following the
date of this Agreement.

(4) Includes only professional fees to PaineWebber, Weil, Gotshal & Manges,
Shearman & Sterling, and expense liabilities payable to GS, GSMC and
Whitehall under existing agreements. This amount will be increased by the
amount, if any, by which the expense liabilities payable to GS, GSMC and
Whitehall under existing agreements exceed $750,000.

(5) Such amount shall be increased by the interest accrued from the 90th day
after termination of the Combination Agreement on a portion of such amount
equal to $9,575,000 at 8% per annum, compounded semiannually.

(6) Such liabilities do not include Property-related bankruptcy costs and
expenses of the Borrower to be assumed by RCPI pursuant to Section 5.2(e)
hereof.

SCHEDULE B
1
<PAGE>
ATTACHMENT 1

OTHER LIABILITIES
(AMOUNTS ESTIMATED AS OF DECEMBER 31, 1995)

All Permitted Litigation and any expenses incurred by RCPI in connection
therewith and any indemnity payments due from RCPI to its officers and directors
in connection therewith.

<TABLE>
<CAPTION>
Audit Fees..................................................................... $ 150,000
<S> <C>
Property Appraisal............................................................. 150,000
Investor Relations Consulting.................................................. 150,000
Consulting Fees................................................................ 20,000
Office space lease (future cash rent to the end of the lease).................. 770,000
Tax Return Preparation Fees.................................................... 10,000
Directors' Fees and Expenses................................................... 5,000
Property Inspection............................................................ 7,500
Registrar and Transfer Agent Fees.............................................. 35,000
Dividend Reinvestment Plan..................................................... 2,000
Investor Communications........................................................ 50,000
Taxes.......................................................................... 2,500
Data Processing................................................................ 5,000
Travel and Reimbursable Expenses............................................... 3,000
Telephone Service.............................................................. 3,000
Miscellaneous.................................................................. 127,000
Office Equipment Leases........................................................ 26,100
EDGAR Filings -- Merrill Corporation........................................... 25,000
Payroll -- Salaries............................................................ 20,745
Payroll -- Taxes............................................................... 19,702
Payroll -- Incentive Savings Plan.............................................. 3,166
Contractual Severance Pay...................................................... 1,602,000
Contractual Severance Benefits................................................. 152,429
Retirement Plan................................................................ 513,000
Directors' and officers' insurance............................................. 1,736,054
----------
Total...................................................................... $5,588,196
----------
----------
</TABLE>

ATTACHMENT 1
1
<PAGE>
EXHIBIT A

FORM OF
CERTIFICATE OF INCORPORATION
OF
[THE SURVIVING COMPANY]

1. NAME. The name of the corporation is [Name] (the "Corporation").

2. ADDRESS; REGISTERED OFFICE AND AGENT. The address of the Corporation's
registered office is 32 Loockerman Square, Suite L-100, City of Dover, County of
Kent, State of Delaware; and its registered agent at such address is The
Prentice-Hall Corporation System, Inc.

3. PURPOSES. The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law.

4. NUMBER OF SHARES. The total number of shares of stock that the
Corporation shall have authority to issue is: One thousand (1,000), all of which
shall be shares of Common Stock of the par value of one cent ($.01) each.

5. ELECTION OF DIRECTORS. The number of directors shall be as from time to
time fixed by, or in the manner provided in, the By-laws of the Corporation.
Members of the Board of Directors of the Corporation (the "Board") may be
elected either by written ballot or by voice vote.

6. LIMITATION OF LIABILITY. No director of the Corporation shall be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, provided that this provision shall
not eliminate or limit the liability of a director (a) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (b) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (c) under section 174 of the General Corporation Law
or (d) for any transaction from which the director derived any improper personal
benefits.

Any repeal or modification of the foregoing provision shall not adversely
affect any right or protection of a director of the Corporation existing at the
time of such repeal or modification.

7. INDEMNIFICATION.

7.1 To the extent not prohibited by law, the Corporation shall indemnify
any person who is or was made, or threatened to be made, a party to any
threatened, pending or completed action, suit or proceeding (a "Proceeding"),
whether civil, criminal, administrative or investigative, including, without
limitation, an action by or in the right of the Corporation to procure a
judgment in its favor, by reason of the fact that such person, or a person of
whom such person is the legal representative, is or was a director or officer of
the Corporation or its predecessor, or at the request of the Corporation or its
predecessor, is or was serving as a director or officer of any other corporation
or in a capacity with comparable authority or responsibilities for any
partnership, joint venture, trust, employee benefit plan or other enterprise (an
"Other Entity"), against judgments, fines, penalties, excise taxes, amounts paid
in settlement and costs, charges and expenses (including, without limitation,
attorneys' fees, disbursements and other charges). Persons who are not directors
or officers of the Corporation or its predecessor (or otherwise entitled to
indemnification pursuant to the preceding sentence) may be similarly indemnified
in respect of service to the Corporation or its predecessor or to an Other
Entity at the request of the Corporation or its predecessor to the extent the
Board at any time specifies that such persons are entitled to the benefits of
this Section 7.

7.2 The Corporation shall, from time to time, reimburse or advance to any
director or officer or other person entitled to indemnification hereunder the
funds necessary for payment of expenses, including attorneys' fees and
disbursements, incurred in connection with any Proceeding, in advance of the
final disposition of such Proceeding; PROVIDED, HOWEVER, that, if required by
the General

EXHIBIT A
1
<PAGE>
Corporation Law, such expenses incurred by or on behalf of any director or
officer or other person may be paid in advance of the final disposition of a
Proceeding only upon receipt by the Corporation of an undertaking, by or on
behalf of such director or officer (or other person indemnified hereunder), to
repay any such amount so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right of appeal that such
director, officer or other person is not entitled to be indemnified for such
expenses.

7.3 The rights to indemnification and reimbursement or advancement of
expenses provided by, or granted pursuant to, this Section 7 shall not be deemed
exclusive of any other rights to which a person seeking indemnification or
reimbursement or advancement of expenses may have or hereafter be entitled under
any statute, this Certificate of Incorporation, the By-laws of the Corporation
(the "By-laws"), any agreement, any vote of stockholders or disinterested
directors or otherwise, both as to action in his or her official capacity and as
to action in another capacity while holding such office.

7.4 The rights to indemnification and reimbursement or advancement of
expenses provided by, or granted pursuant to, this Section 7 shall continue as
to a person who has ceased to be a director or officer (or other person
indemnified hereunder) and shall inure to the benefit of the executors,
administrators, legatees and distributees of such person.

7.5 The Corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of an Other Entity, against any liability
asserted against such person and incurred by such person in any such capacity,
or arising out of such person's status as such, whether or not the Corporation
would have the power to indemnify such person against such liability under the
provisions of this Section 7, the By-laws or under Section 145 of the General
Corporation Law or any other provision of law.

7.6 The provisions of this Section 7 shall be a contract between the
Corporation, on the one hand, and each director and officer who serves in such
capacity at any time while this Section 7 is in effect and any other person
entitled to indemnification hereunder, on the other hand, pursuant to which the
Corporation and each such director, officer, or other person intend to be, and
shall be, legally bound. No repeal or modification of this Section 7 shall
affect any rights or obligations with respect to any state of facts then or
theretofore existing or thereafter arising or any proceeding theretofore or
thereafter brought or threatened based in whole or in part upon any such state
of facts.

7.7 The rights to indemnification and reimbursement or advancement of
expenses provided by, or granted pursuant to, this Section 7 shall be
enforceable by any person entitled to such indemnification or reimbursement or
advancement of expenses in any court of competent jurisdiction. The burden of
proving that such indemnification or reimbursement or advancement of expenses is
not appropriate shall be on the Corporation. Neither the failure of the
Corporation (including its Board, its independent legal counsel and its
stockholders) to have made a determination prior to the commencement of such
action that such indemnification or reimbursement or advancement of expenses is
proper in the circumstances nor an actual determination by the Corporation
(including its Board, its independent legal counsel and its stockholders) that
such person is not entitled to such indemnification or reimbursement or
advancement of expenses shall constitute a defense to the action or create a
presumption that such person is not so entitled. Such a person shall also be
indemnified for any expenses incurred in connection with successfully
establishing his or her right to such indemnification or reimbursement or
advancement of expenses, in whole or in part, in any such proceeding.

7.8 Any director or officer of the Corporation serving in any capacity (a)
another corporation of which a majority of the shares entitled to vote in the
election of its directors is held, directly or indirectly, by the Corporation or
(b) any employee benefit plan of the Corporation or any corporation referred to
in clause (a) shall be deemed to be doing so at the request of the Corporation.

EXHIBIT A
2
<PAGE>
7.9 Any person entitled to be indemnified or to reimbursement or
advancement of expenses as a matter of right pursuant to this Section 7 may
elect to have the right to indemnification or reimbursement or advancement of
expenses interpreted on the basis of the applicable law in effect at the time of
the occurrence of the event or events giving rise to the applicable Proceeding,
to the extent permitted by law, or on the basis of the applicable law in effect
at the time such indemnification or reimbursement or advancement of expenses is
sought. Such election shall be made, by a notice in writing to the Corporation,
at the time indemnification or reimbursement or advancement of expenses is
sought; PROVIDED, HOWEVER, that if no such notice is given, the right to
indemnification or reimbursement or advancement of expenses shall be determined
by the law in effect at the time indemnification or reimbursement or advancement
of expenses is sought.

8. ADOPTION, AMENDMENT AND/OR REPEAL OF BY-LAWS. The Board may from time
to time adopt, amend or repeal the By-laws of the Corporation; PROVIDED,
HOWEVER, that any By-laws adopted or amended by the Board may be amended or
repealed, and any By-laws may be adopted, by the stockholders of the Corporation
by vote of a majority of the holders of shares of stock of the Corporation
entitled to vote in the election of directors of the Corporation.

EXHIBIT A
3
<PAGE>
EXHIBIT B

FORM OF RELEASE

RELEASE, dated as of November , 1995, made by [RCPI][Investor][GSMC][GS]
(together with its predecessors, successors and assigns, the "Releasor") in
favor of each of the Released Parties (as defined herein).

This Release is being executed and delivered pursuant to Section [4.2(j)]
[4.3(a)] of the Agreement and Plan of Merger, dated as of the date hereof (the
"Merger Agreement"), among Rockefeller Center Properties, Inc., a Delaware
corporation, RCPI Holdings Inc., a Delaware corporation, RCPI Merger Inc., a
Delaware corporation and a wholly owned subsidiary of RCPI Holdings Inc., and
the Investors named therein. Capitalized terms used but otherwise not defined
herein shall have the meanings ascribed to such terms in the Merger Agreement.

The Releasor does hereby release and forever discharge (on behalf of itself
and its Affiliates) the Released Parties from any and all actions, causes of
action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills,
specialties, covenants, contracts, controversies, agreements, promises,
obligations, variances, trespasses, damages, judgments, extents, executions,
claims, counterclaims and demands of any kind relating to RCPI (collectively,
"Claims"), whether in law, admiralty, or equity, that the Releasor or any of its
Affiliates ever had, now has, or hereafter can, shall, or may have, for, upon,
or by reason of any matter, cause, or thing from the beginning of the world
until the execution of this Release arising from or relating to (a) any breach
of contract by any Released Party, but only if such breach occurred prior to the
date of this Release, or (b) to the extent not arising out of a breach of
contract, actions or omissions of any Released Party with respect to the
Releasor or any of its Affiliates, but only if such actions or omissions
occurred prior to the date of this Release. For purposes of this Release, the
term "Released Parties" means [RCPI] [each of GSMC, GS and each of the
Investors] and its Affiliates and Agents (each in its capacity as such) and
their respective predecessors, successors and assigns.

Notwithstanding anything to the contrary herein, the Releasor does not
hereby release any Released Party from the performance of any continuing
obligation that such Released Party has under or relating to any agreement,
arrangement or understanding (whether oral or written) whose terms provide that
the beneficiary of any such obligation is the Releasor or any of its Affiliates,
including, without limitation, the Merger Agreement, the Loan Documents and any
other agreements executed in connection with the Loan Documents, and the
Releasor does not hereby release any Released Party from any Claims arising from
and after the execution hereof relating to such Released Party's performance of
any such obligations.

This Release is not intended to confer upon any person other than each of
the Released Parties any rights or remedies hereunder.

This Release shall be governed by and construed in accordance with the laws
of the State of New York (other than its rules of conflicts of law to the extent
the application of the laws of another jurisdiction would be required thereby).

IN WITNESS WHEREOF, the Releasor has caused this Release to be signed by its
officer thereto duly authorized as of the date first above written.

[RELEASOR]
By: __________________________________
Name:
Title:

EXHIBIT B
1
<PAGE>
EXHIBIT C

INVESTOR COMMITMENTS

<TABLE>
<CAPTION>
INVESTOR COMMITMENT
- ------------------------------------------------------------------------------------------------ ----------------
<S> <C>
Whitehall Street Real Estate Limited Partnership V.............................................. $ 134,031,880
Rockprop, L.L.C. ............................................................................... $ 15,639,686
David Rockefeller............................................................................... $ 15,639,686
Exor Group S.A. ................................................................................ $ 70,387,190
Troutlet Investments Corporation................................................................ $ 70,387,190
</TABLE>

EXHIBIT C
1
<PAGE>
ANNEX B
November 7, 1995

Goldman, Sachs & Co.
Whitehall Street Real Estate Limited Partnership V
85 Broad Street
New York, N.Y.
Attention: Daniel M. Neidich

Dear Dan:

The Board of Directors of Rockefeller Center Properties, Inc. ("RCPI") has
approved the execution and delivery by RCPI of the Agreement and Plan of Merger
in the form attached hereto (the "Agreement") and, subject to the terms and
conditions thereof, has determined to recommend to stockholders of RCPI approval
of the Agreement. In connection with the execution of the Agreement, Goldman,
Sachs & Co. ("Goldman") and Whitehall Street Real Estate Limited Partnership V
("Whitehall") have agreed that, should the stockholders of RCPI fail to approve
the Agreement at the Stockholders' Meeting called for such purpose (unless such
failure results from RCPI's breach of the Agreement), and should RCPI elect
(within thirty days of such Meeting) to make a rights offering upon the terms
described herein (the "Rights Offering"), RCPI, Goldman and Whitehall will take
or cause to be taken the following.

1) RCPI would conduct a $200 million publicly registered Rights Offering in
which each stockholder as of the record date of the Rights Offering
would be offered the right to acquire newly issued shares of RCPI common
stock ("Common Stock"), at a price per share (the "Rights Offering
Price") set by the Board in its discretion, which in no event will be
less than $6.00 per share but which may be less than the "fair market
value of Common Stock" as defined in Section 6.2(f) of the Warrant
Agreement, dated as of December 18, 1994, between RCPI and Chemical
Bank, Warrant Agent, as amended (the "Warrant Agreement"), as of the
date of the Rights Offering and as of the date of the closing of the
Rights Offering. The rights offered in the Rights Offering would be
freely transferable and participants in the Rights Offering would be
offered the right to oversubscribe. Appropriate measures would be
included in the Rights Offering to ensure, to the extent practicable,
compliance with the Limit contained in Article NINTH of RCPI's Restated
Certificate of Incorporation, as amended.

2) The Warrant Agreement and the SAR Agreement, dated as of December 18,
1994, between the Company and Chemical Bank, as SAR Agent, as amended
(the "SAR Agreement"), would be amended to provide (i) that any and all
Stock Appreciation Rights ("SARs") are convertible to Warrants under the
Warrant Agreement ("Warrants") only at the option of the Holders thereof
exercised from time to time and subject to the limitations contained in
the RCPI Restated Certificate of Incorporation, as amended and (ii) any
and all Warrants may be converted to SARs at the option of the Holder
thereof exercised from time to time, provided that to the extent the
aggregate 14% Debentures issued in connection with SARs issued upon any
such conversions to SARs and conversions to SARs of rights issued
pursuant to paragraph 8 of this letter agreement exceed the principal
amount of $6,000,000, such excess 14% Debentures will be prepayable by
the Company at any time at par.

3) Proceeds of the Rights Offering would be applied to redeem, at the
redemption price (with the prepayment premium) in effect at the time of
repayment, the Floating Rate Notes ("Floating Rate Notes") outstanding
under the Loan Agreement, dated as of December 18, 1994, among RCPI, the
Lenders parties thereto and Goldman Sachs Mortgage Company, as Agent, as
amended and supplemented, to provide RCPI with working capital and to
reimburse

B-1
<PAGE>
Goldman, Sachs & Co. November 7, 1995

Goldman, Whitehall and their affiliates the $750,000 of expenses
incurred in connection with the enforcement of their rights (including
the proposed securitization of the Floating Rate Notes).

4) Any 14% Debentures ("14% Debentures") issued pursuant to the Debenture
Purchase Agreement between RCPI and Whitehall, dated as of December 18,
1994, as amended (the "Debenture Purchase Agreement") would remain
outstanding (subject to the modifications in the terms thereof described
below).

5) The registration rights provisions contained in section four of the
Warrant Agreement, and section five of the SAR Agreement shall not be
applicable to the registration statement filed in connection with the
Rights Offering.

6) The provisions contained in section six of the Warrant Agreement shall
continue to be applicable so that immediately following the closing, the
holders of the Warrants and SARs hold, on account only of their holdings
of Warrants and SARs, a 19.9% fully diluted equity ownership position in
RCPI (or such lower percentage as may exist as a result of any exercises
of Warrants or SARs prior to the closing of the Rights Offering).
Thereafter, section 6 of the Warrant Agreement will be amended to
provide that (i) the "fair market value of Common Stock" shall be based
on a 30-day, rather than a 90-day, trailing average, (ii) in the event
of issuances of Common Stock for cash or property at a price less than
the "fair market value of Common Stock" the consent of the holders of
the Warrants will not be required, and (iii) in the future, the Warrants
and SARs will not receive "anti-dilution protection" with respect to
issuances of Common Stock for cash or property at a price at least equal
to the then "fair market value of Common Stock".

7) In the event RCPI decides to engage an underwriter with respect to the
Rights Offering, Goldman will have the opportunity (to be exercised
within a reasonable period of time) to underwrite and lead manage the
Rights Offering on customary terms (I.E., at a 3% fee for the
underwriting commitment and an additional 3% fee for any Rights taken up
pursuant thereto). PaineWebber will have the opportunity (to be
exercised within a reasonable period of time) to co-underwrite and
co-manage such percentage as PaineWebber shall determine (within such
reasonable period of time) up to 50% of the Rights Offering on the same
pro rata terms.

8) In connection with the Rights Offering, Whitehall will be granted rights
to purchase that number of shares of Common Stock as shall equal
42,000,000 divided by the Rights Offering Price plus $1. The exercise
price of such rights shall equal the Rights Offering Price plus $1 per
share of Common Stock until the second anniversary of the closing of the
Rights Offering and the Rights Offering Price plus $1.50 per share of
Common Stock for the period beginning on the second anniversary of such
closing and ending on the third anniversary of such closing. Any such
rights to purchase Common Stock (i) shall be issued pursuant to an
agreement containing terms identical to those contained in the Warrant
Agreement, as amended pursuant to this letter agreement, except that
such agreement shall not contain any of the rights contained in Sections
11.2, 11.3 and 11.4 of the Warrant Agreement, and (ii) upon any
conversion to SARs, shall not be entitled to the rights contained in
Article 3 and Section 10.1 of the SAR Agreement. Any issuance of Common
Stock pursuant to such rights to purchase Common Stock shall be deemed
to be issued at the "fair market value of Common Stock" under the
Warrant Agreement. In addition, any such additional rights to purchase
Common Stock that are not exercised by the third anniversary of such
closing shall expire.

B-2
<PAGE>
Goldman, Sachs & Co. November 7, 1995

9) The following would occur simultaneously with closing of, and only upon
the full subscription under, the Rights Offering:

(a) The subordination of the 14% Debentures upon the terms provided in
the Intercreditor Agreement attached hereto as Exhibit A to up to
$375 million principal amount of existing or subsequently issued
senior debt of RCPI which may be secured pursuant to the Collateral
Trust Agreement. If the Company's Board of Directors (as
reconstituted pursuant to (f) below) determines that the Company's
Zero Coupon Convertible Debentures will not remain outstanding, the
14% Debentures may be subordinated to up to a total $700,000,000
principal amount of senior RCPI debt which may be secured pursuant
to the Collateral Trust Agreement; in such event the "pay-in-kind"
or accrual feature of the Debentures (as set forth in Section 2.03
(b) of the Debenture Purchase Agreement) will be deleted.

Following the closing, RCPI may effect, by action of its Board of
Directors reconstituted in accordance with paragraph 9(f) of this
letter agreement, a credit lease financing with a lease from, or
guaranteed by, General Electric Company that would involve the
release from the Collateral Trust Agreement of property subject to
such lease and the elimination of the subordination of the 14%
Debentures to any other debt of RCPI. In connection with any such
credit lease financing, Goldman shall have the opportunity (to be
exercised within a reasonable period of time) to lead-manage the
financing and PaineWebber shall have the opportunity (to be
exercised within a reasonable period of time) to co-manage 25% of
the financing (and receive 25% of the fees in connection
therewith), in each case on customary terms.

(b) The amendment of the Debenture Purchase Agreement in accordance
with Exhibit B hereto.

(c) The amendment of the Warrant Agreement and SAR Agreement
corresponding with amendments to the Debenture Purchase Agreement
set forth in (b) above.

(d) The Letter Agreement, dated December 18, 1994, by and among RCPI,
Whitehall and Goldman shall be amended to provide that the 62.5%
special supermajority voting requirement for certain stockholder
action be reduced upon conversions or exercises of SARs or Warrants
from time to time to a percentage determined in accordance with the
following formula:

C + W + S
0.5006 X ____________
C

where:

C = Aggregate number of shares of common stock then outstanding

W = Aggregate number of Warrants then outstanding

S = Aggregate number of SARs then outstanding.

(e) The appointment by RCPI of Tishman Speyer Properties, L.P. as the
exclusive Managing Agent for the Rockefeller Center Properties for
a three-year term, subject to renewal at the option of the Company
for two successive one-year terms, and for a fee of 1.5% of gross
revenues plus a one-half standard commission override. In addition,
Tishman Speyer Properties, L.P. will provide cleaning and other
property related services on customary terms as approved by the
RCPI Board.

B-3
<PAGE>
Goldman, Sachs & Co. November 7, 1995

(f) The appointment to the RCPI Board of Directors of Jerry Speyer and
of an independent director selected by Whitehall from among a list
of three new potential directors (who have stature in the real
estate industry and are not affiliated with direct competitors of
Goldman in the principal investing business or in real estate
investment banking) nominated by the existing Board, the filling by
Goldman of its existing seat on the Board, and the continuation on
the Board of two of the current directors. The reconstituted Board
will elect a new Chairman.

(g) Any and all conforming changes necessary to effect the foregoing.

Please indicate the agreement of Goldman and Whitehall to the foregoing by
signing and returning to me the enclosed copy of this letter agreement.

Sincerely,

/s/ Stevan A. Sandberg
________________________
Stevan A. Sandberg
Executive Vice President

Agreed:
Goldman, Sachs & Co.

By /s/ Goldman, Sachs & Co.
_________________________
Whitehall Street Real
Estate Limited Partnership V

By Whitehall Advisors L.P. V
General Partner

By Whitehall Advisors, Inc. V
General Partner

By /s/ Daniel M. Neidich
_____________________

B-4
<PAGE>
ANNEX C

OPINION OF PAINEWEBBER INCORPORATED

February , 1996

Board of Directors
Rockefeller Center Properties, Inc.
1270 Avenue of the Americas
New York, NY 10020

Gentlemen:

You have requested our opinion as to the fairness, from a financial point of
view, to the holders of common stock, par value $0.01 per share ("Common
Stock"), of Rockefeller Center Properties, Inc. (the "Company"), other than
shares of Common Stock held by the Investors (defined below) or any of their
affiliates, of the consideration to be received by such holders in connection
with the proposed merger (the "Merger") of RCPI Holdings Inc. ("Holdings") with
and into the Company, pursuant to the Agreement and Plan of Merger dated as of
November 7, 1995 (as amended on February , 1996 and as it may be further
amended from time to time, the "Merger Agreement"), among the Company, Whitehall
Street Real Estate Limited Partnership V ("Whitehall"), Rockprop, L.L.C.
("Rockprop"), David Rockefeller ("Rockefeller"), Exor Group S.A. ("Exor"),
Troutlet Investments Corporation ("Troutlet"), Holdings and RCPI Merger Inc.
(Whitehall, Rockprop, Rockefeller, Exor and Troutlet are referred to
collectively as the "Investors"). In the Merger, each issued and outstanding
share of Common Stock (subject to certain exceptions) will be converted into the
right to receive $8.00 per share in cash. The terms and conditions of the Merger
are more fully outlined in the Merger Agreement.

In connection with our opinion, we have reviewed the Merger Agreement and a
draft of the Company's Proxy Statement to be delivered by the Company to its
stockholders in connection with the Merger as proposed to be filed with the
Securities and Exchange Commission. We have also reviewed certain financial and
other information that was publicly available or furnished to us by or on behalf
of the Company, including certain internal analyses, financial forecasts,
reports and other information prepared by the Company's management and/or its
representatives. We have held discussions with senior management of the Company
concerning the Company's historical and current operations, financial condition
and prospects. In addition, we have: (i) reviewed the price and trading history
of the Company's shares of common stock and compared such price and trading
history with that of publicly traded companies we deemed relevant; (ii) compared
the financial position and operating results of the Company with that of certain
publicly traded companies we deemed relevant; (iii) compared certain financial
terms of the Merger to certain financial terms of selected other transactions we
deemed relevant; and (iv) conducted such other financial studies, analyses and
investigations and reviewed such other factors as we deemed appropriate for
purposes of this opinion.

In rendering this opinion, we have relied on the accuracy and completeness
of all financial and other information reviewed by us that was publicly
available or furnished or otherwise communicated to us by or on behalf of the
Company, without assuming any responsibility to independently verify such
information. With respect to the financial forecasts examined by us, we have
assumed that they were reasonably prepared on bases reflecting the best
currently available estimates and good faith judgments of the Company's
management as to the future performance of the Company and the real property
assets constituting the collateral pledged to the Company (the "Property"). We
have not made an independent evaluation or appraisal of the assets or
liabilities (contingent or otherwise) of the Company. We have been furnished
with an appraisal of the Property, dated December 31, 1994, prepared by Douglas
Elliman Appraisal and Consulting Division, upon which we have relied with your
consent. We have assumed, with your consent, that all material liabilities
(contingent or otherwise,

C-1
<PAGE>

known or unknown) are as set forth on the consolidated financial statements of
the Company. In addition, you have advised us that in the absence of the Merger
or an alternative comparable transaction, the Company would not, in the near
term, be able to meet its debt service obligations and would not be in
compliance with certain of its loan covenants, which would likely lead to the
commencement by the Company of a case under Chapter 11 of the Federal Bankruptcy
Code. We have also assumed, with your consent, that certain alternative
transactions proposed to the Company are not feasible due to existing
contractual obligations of the Company.

This opinion does not address any possible rights offering by the Company in
the event the stockholders do not approve the Merger and does not address the
relative merits of the Merger and any other transactions or business strategies
discussed by the Board of Directors as alternatives to the Merger or the
underlying business decision of the Board of Directors as to whether to accept
or reject the Merger. Our opinion is addressed to the Board of Directors of the
Company and does not constitute a recommendation to any stockholder of the
Company as to how such stockholder should vote with respect to the Merger. Our
opinion is based upon economic, monetary and market conditions existing on the
date hereof.

This opinion has been prepared for the use of the Board of Directors of the
Company and shall not be reproduced, summarized, described or referred to, or
given to any other person or otherwise made public, without the prior written
consent of PaineWebber Incorporated; provided, however, that this letter may be
reproduced in full in the Proxy Statement to be delivered by the Company to its
stockholders in connection with the Merger.

As you are aware, PaineWebber Incorporated has worked closely with the
Company as financial advisor for a considerable period of time, and is currently
acting as financial advisor to the Company and will receive a fee for rendering
this opinion and will receive a fee upon consummation of the Merger. We may
provide financial advisory services to, and act as an underwriter or placement
agent for, the Company in the future.

In the ordinary course of our business, we may trade the equity and debt
securities of the Company for our own account and for the accounts of our
customers and, accordingly, may at any time hold long or short positions in such
securities.

On the basis of and subject to the foregoing, it is our opinion that, as of
the date hereof, the consideration to be received by the holders of Common Stock
(other than the Investors or any of their respective affiliates) in connection
with the Merger is fair, from a financial point of view, to such holders.

Very truly yours,

PAINEWEBBER INCORPORATED

By: _____________________________

C-2
<PAGE>
ANNEX D

GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

SECTION262. APPRAISAL RIGHTS.

(a) Any stockholder of a corporation of this State who holds shares of stock
on the date of the making of a demand pursuant to subsection (d) of this section
with respect to such shares, who continuously holds such shares through the
effective date of the merger or consolidation, who has otherwise complied with
subsection (d) of this section and who has neither voted in favor of the merger
or consolidation nor consented thereto in writing pursuant to Section228 of this
title shall be entitled to an appraisal by the Court of Chancery of the fair
value of his shares of stock under the circumstances described in subsections
(b) and (c) of this section. As used in this section, the word "stockholder"
means a holder of record of stock in a stock corporation and also a member of
record of a nonstock corporation; the words "stock" and "share" mean and include
what is ordinarily meant by those words and also membership or membership
interest of a member of a nonstock corporation; and the words "depository
receipt" mean a receipt or other instrument issued by a depository representing
an interest in one or more shares, or fractions thereof, solely of stock of a
corporation, which stock is deposited with the depository.

(b) Appraisal rights shall be available for the shares of any class or
series of stock of a constituent corporation in a merger or consolidation to be
effected pursuant to Section251, 252, 254, 257, 258, 263 or 264 of this title:

(1) Provided, however, that no appraisal rights under this section shall
be available for the shares of any class or series of stock, which stock, or
depository receipts in respect thereof, at the record date fixed to
determine the stockholders entitled to receive notice of and to vote at the
meeting of stockholders to act upon the agreement of merger or
consolidation, were either (i) listed on a national securities exchange or
designated as a national market system security on an interdealer quotation
system by the National Association of Securities Dealers, Inc. or (ii) held
of record by more than 2,000 stockholders; and further provided that no
appraisal rights shall be available for any shares of stock of the
constituent corporation surviving a merger if the merger did not require for
its approval the vote of the stockholders of the surviving corporation as
provided in subsection (f) or (g) of Section251 of this title.

(2) Notwithstanding paragraph (1) of this subsection, appraisal rights
under this section shall be available for the shares of any class or series
of stock of a constituent corporation if the holders thereof are required by
the terms of an agreement of merger or consolidation pursuant to
SectionSection251, 252, 254, 257, 258, 263 and 264 of this title to accept
for such stock anything except:

a. Shares of stock of the corporation surviving or resulting from
such merger or consolidation, or depository receipts in respect thereof;

b. Shares of stock of any other corporation, or depository receipts
in respect thereof, which shares of stock or depository receipts at the
effective date of the merger or consolidation will be either listed on a
national securities exchange or designated as a national market system
security on an interdealer quotation system by the National Association
of Securities Dealers, Inc. or held of record by more than 2,000
stockholders;

c. Cash in lieu of fractional shares or fractional depository
receipts described in the foregoing subparagraphs a. and b. of this
paragraph; or

d. Any combination of the shares of stock, depository receipts and
cash in lieu of fractional shares or fractional depository receipts
described in the foregoing subparagraphs a., b. and c. of this paragraph.

D-1
<PAGE>
(3) In the event all of the stock of a subsidiary Delaware corporation
party to a merger effected under Section253 of this title is not owned by
the parent corporation immediately prior to the merger, appraisal rights
shall be available for the shares of the subsidiary Delaware corporation.

(c) Any corporation may provide in its certificate of incorporation that
appraisal rights under this section shall be available for the shares of any
class or series of its stock as a result of an amendment to its certificate of
incorporation, any merger or consolidation in which the corporation is a
constituent corporation or the sale of all or substantially all of the assets of
the corporation. If the certificate of incorporation contains such a provision,
the procedures of this section, including those set forth in subsections (d) and
(e) of this section, shall apply as nearly as practicable.

(d) Appraisal rights shall be perfected as follows:

(1) If a proposed merger or consolidation for which appraisal rights are
provided under this section is to be submitted for approval at a meeting of
stockholders, the corporation, not less than 20 days prior to the meeting,
shall notify each of its stockholders who was such on the record date for
such meeting with respect to shares for which appraisal rights are available
pursuant to subsections (b) or (c) hereof that appraisal rights are
available for any or all of the shares of the constituent corporations, and
shall include in such notice a copy of this section. Each stockholder
electing to demand the appraisal of his shares shall deliver to the
corporation, before the taking of the vote on the merger or consolidation, a
written demand for appraisal of his shares. Such demand will be sufficient
if it reasonably informs the corporation of the identity of the stockholder
and that the stockholder intends thereby to demand the appraisal of his
shares. A proxy or vote against the merger or consolidation shall not
constitute such a demand. A stockholder electing to take such action must do
so by a separate written demand as herein provide. Within 10 days after the
effective date of such merger or consolidation, the surviving or resulting
corporation shall notify each stockholder of each constituent corporation
who has complied with this subsection and has not voted in favor of or
consented to the merger or consolidation of the date that the merger or
consolidation has become effective; or

(2) If the merger or consolidation was approved pursuant to Section228
or 253 of this title, the surviving or resulting corporation, either before
the effective date of the merger or consolidation or within 10 days
thereafter, shall notify each of the stockholders entitled to appraisal
rights of the effective date of the merger or consolidation and that
appraisal rights are available for any or all of the shares of the
constituent corporation, and shall include in such notice a copy of this
section. The notice shall be sent by certified or registered mail, return
receipt requested, addressed to the stockholder at his address as it appears
on the records of the corporation. Any stockholder entitled to appraisal
rights may, within 20 days after the date of mailing of the notice, demand
in writing from the surviving or resulting corporation the appraisal of his
shares. Such demand will be sufficient if it reasonably informs the
corporation of the identity of the stockholder and that the stockholder
intends thereby to demand the appraisal of his shares.

(e) Within 120 days after the effective date of the merger or consolidation,
the surviving or resulting corporation or any stockholder who has complied with
subsections (a) and (d) hereof and who is otherwise entitled to appraisal
rights, may file a petition in the Court of Chancery demanding a determination
of the value of the stock of all such stockholders. Notwithstanding the
foregoing, at any time within 60 days after the effective date of the merger or
consolidation, any stockholder shall have the right to withdraw his demand for
appraisal and to accept the terms offered upon the merger or consolidation.
Within 120 days after the effective date of the merger or consolidation, any
stockholder who has complied with the requirements of subsections (a) and (d)
hereof, upon written request, shall be entitled to receive from the corporation
surviving the merger or resulting from the consolidation a statement setting
forth the aggregate number of shares not voted in favor of the merger or
consolidation and with respect to which demands for appraisal have been received
and the aggregate number of holders of such shares. Such written statement shall
be mailed to the stockholder within 10 days after

D-2
<PAGE>
his written request for such a statement is received by the surviving or
resulting corporation or within 10 days after expiration of the period for
delivery of demands for appraisal under subsection (d) hereof, whichever is
later.

(f) Upon the filing of any such petition by a stockholder, service of a copy
thereof shall be made upon the surviving or resulting corporation, which shall
within 20 days after such service file in the office of the Register in Chancery
in which the petition was filed a duly verified list containing the names and
addresses of all stockholders who have demanded payment for their shares and
with whom agreements as to the value of their shares have not been reached by
the surviving or resulting corporation. If the petition shall be filed by the
surviving or resulting corporation, the petition shall be accompanied by such a
duly verified list. The Register in Chancery, if so ordered by the Court, shall
give notice of the time and place fixed for the hearing of such petition by
registered or certified mail to the surviving or resulting corporation and to
the stockholders shown on the list at the addresses therein stated. Such notice
shall also be given by 1 or more publications at least 1 week before the day of
the hearing, in a newspaper of general circulation published in the City of
Wilmington, Delaware or such publication as the Court deems advisable. The forms
of the notices by mail and by publication shall be approved by the Court, and
the costs thereof shall be borne by the surviving or resulting corporation.

(g) At the hearing of such petition, the Court shall determine the
stockholders who have complied with this section and who have become entitled to
appraisal rights. The Court may require the stockholders who have demanded an
appraisal for their shares and who hold stock represented by certificates to
submit their certificates of stock to the Register in Chancery for notation
thereon of the pendency of the appraisal proceedings; and if any stockholder
fails to comply with such direction, the Court may dismiss the proceedings as to
such stockholder.

(h) After determining the stockholders entitled to an appraisal, the Court
shall appraise the shares, determining their fair value exclusive of any element
of value arising from the accomplishment or expectation of the merger or
consolidation, together with a fair rate of interest, if any, to be paid upon
the amount determined to be the fair value. In determining such fair value, the
Court shall take into account all relevant factors. In determining the fair rate
of interest, the Court may consider all relevant factors, including the rate of
interest which the surviving or resulting corporation would have had to pay to
borrow money during the pendency of the proceeding. Upon application by the
surviving or resulting corporation or by any stockholder entitled to participate
in the appraisal proceeding, the Court may, in its discretion, permit discovery
or other pretrial proceedings and may proceed to trial upon the appraisal prior
to the final determination of the stockholder entitled to an appraisal. Any
stockholder whose name appears on the list filed by the surviving or resulting
corporation pursuant to subsection (f) of this section and who has submitted his
certificates of stock to the Register in Chancery, if such is required, may
participate fully in all proceedings until it is finally determined that he is
not entitled to appraisal rights under this section.

(i) The Court shall direct the payment of the fair value of the shares,
together with interest, if any, by the surviving or resulting corporation to the
stockholders entitled thereto. Interest may be simple or compound, as the Court
may direct. Payment shall be so made to each such stockholder, in the case of
holders of uncertificated stock forthwith, and the case of holders of shares
represented by certificates upon the surrender to the corporation of the
certificates representing such stock. The Court's decree may be enforced as
other decrees in the Court of Chancery may be enforced, whether such surviving
or resulting corporation be a corporation of this State or of any state.

(j) The costs of the proceeding may be determined by the Court and taxed
upon the parties as the Court deems equitable in the circumstances. Upon the
application of a stockholder, the Court may order all or a portion of the
expenses incurred by any stockholder in connection with the appraisal
proceeding, including, without limitation, reasonable attorney's fees and the
fees and expenses of experts, to be charged pro rata against the value of all
the shares entitled to an appraisal.

D-3
<PAGE>
(k) From and after the effective date of the merger or consolidation, no
stockholder who has demanded his appraisal rights as provided in subsection (d)
of this section shall be entitled to vote such stock for any purpose or to
receive payment of dividends or other distributions on the stock (except
dividends or other distributions payable to stockholders of record at a date
which is prior to the effective date of the merger or consolidation); provided,
however, that if no petition for an appraisal shall be filed within the time
provided in subsection (e) of this section, or if such stockholder shall deliver
to the surviving or resulting corporation a written withdrawal of his demand for
an appraisal and an acceptance of the merger or consolidation, either within 60
days after the effective date of the merger or consolidation as provided in
subsection (e) of this section or thereafter with the written approval of the
corporation, then the right of such stockholder to an appraisal shall cease.
Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery
shall be dismissed as to any stockholder without the approval of the Court, and
such approval may be conditioned upon such terms as the Court deems just.

(l) The shares of the surviving or resulting corporation to which the shares
of such objecting stockholders would have been converted had they assented to
the merger or consolidation shall have the status of authorized and unissued
shares of the surviving or resulting corporation. (Last amended by Ch. 79, L.
'95, effective 7-l-95.)

D-4
<PAGE>
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF RCPI

Set forth below is the name, business address and five-year employment
history of each of the directors and executive officers of RCPI. Each person
listed below is a citizen of the United States. The business address of each of
the individuals listed below is care of Rockefeller Center Properties, Inc.,
1270 Avenue of the Americas, New York, New York, 10020.

<TABLE>
<CAPTION>
NAME PRESENT PRINCIPAL OCCUPATION AND FIVE-YEAR EMPLOYMENT HISTORY
- ----------------------------------- -----------------------------------------------------------------------------
<S> <C>
Peter D. Linneman (a).............. Peter D. Linneman has been Chairman of the Board of RCPI since December 29,
1994 and a director of RCPI since April 26, 1993. Dr. Linneman has been
associated with The Wharton School of the University of Pennsylvania since
1979, where he is currently the Albert Sussman Professor of Real Estate,
Finance and Public Policy. Dr. Linneman also serves as the Director of The
Wharton Real Estate Center and Chariman of the Real Estate Unit. Dr. Linneman
is a Director of Gables Residential Property Trust, Kranzco Realty Trust and
Universal Health Realty Income Trust.

Benjamin D. Holloway (b)(c)........ Benjamin D. Holloway has been a director of RCPI since the incorporation of
RCPI on July 17, 1985. Mr. Holloway is currently a financial consultant. From
September 1988 to March 1990, he was Vice Chairman of The Equitable Life
Assurance Society of the United States ("The Equitable"). From June 1987 to
1988, he was President and Chief Executive Officer of Equitable Investment
Corporation, the holding company for the investment subsidiaries of The
Equitable. From 1984 to 1987, he served as Chairman and Chief Executive
Officer of Equitable Real Estate Group, Inc. He is also a Director of
Alliance Capital Management Corporation.

William F. Murdoch (a)............. William F. Murdoch, Jr. has been a director of RCPI since February 17, 1994.
Mr. Murdoch has been Principal of Murdoch and Associates since 1990. Mr.
Murdoch was previously President and Chief Executive Officer of HRE
Properties, a real estate investment trust, from 1974 to 1989, and Trustee
from 1974 to 1994.

Peter G. Peterson (d)(e)........... Peter G. Peterson has been a director of RCPI since the incorporation of RCPI
on July 17, 1985. Mr. Peterson has been Chairman of The Blackstone Group, a
private investment banking firm, since its founding in 1985. Mr. Peterson is
a director of Sony Corporation and Transtar, Inc.

Richard M. Scarlata................ Richard M. Scarlata has been President and Chief Executive Officer of RCPI
since October 1, 1994. He was previously Senior Vice President-Finance and
Administration of RCPI from June 1992 through September 1994 and Treasurer
from June 1993 to May 1994, and was a Vice President of RCPI from March 1990
through June 1992 and Treasurer from March 1991 through June 1992. Mr.
Scarlata was Director-Financial Services Group of Cushman & Wakefield, Inc.
and Managing Director of Cushman & Wakefield Realty Advisors, Inc. ("C&W
Realty") from 1985 to June 1993.
</TABLE>

S-1
<PAGE>
<TABLE>
<CAPTION>
NAME PRESENT PRINCIPAL OCCUPATION AND FIVE-YEAR EMPLOYMENT HISTORY
- ----------------------------------- -----------------------------------------------------------------------------
<S> <C>
Stevan A. Sandberg................. Stevan A. Sandberg has been Executive Vice President of RCPI since October
16, 1995. He was previously General Counsel and Secretary of Cushman &
Wakefield, Inc. from September 1987 through October 1995.

Stephanie Leggett Young............ Stephanie Leggett Young has been a Vice President of RCPI since December 6,
1994 and Secretary of RCPI since June 1993. She previously was Assistant Vice
President of RCPI from March 1990 through December 1994. Ms. Young was
associated with C&W Realty from 1985 to June 1993, where she directed
investor relations for RCPI.

Janet P. King...................... Janet P. King has been a Vice President of RCPI since March 16, 1995 and
Treasurer since May 24, 1994. She previously was Director of Finance from
September 1993 through May 1994. From April 1993 to August 1993, she was
Eastern Regional Controller of GFS/Northstar, which has residential and
commercial real estate interests in various states. From January 1989 to
March 1993, she was associated with Trammell Crow Residential Services as
Assistant Controller and Accounting Manager.
</TABLE>

- ------------------------
(a) Member of the Audit Committee

(b) Member of the Compensation Committee

(d) Member of the Nominating Committee

(e) Chairperson of the Compensation Committee

S-2
<PAGE>
SCHEDULE II
DIRECTORS AND EXECUTIVE OFFICERS OF WH ADVISORS, INC.

The following table sets forth the name of each director and executive
officer of WH Advisors, Inc. Unless otherwise indicated, the business address of
each person listed below is 85 Broad Street, New York, New York 10004 and,
unless otherwise indicated, each natural person listed below is a citizen of the
United States of America. The principal occupation of each person listed below
is the position set forth next to his name at Goldman, Sachs & Co., 85 Broad
Street, New York, New York 10004.

<TABLE>
<CAPTION>
PRESENT PRINCIPAL
OCCUPATION AT GOLDMAN,
NAME AND BUSINESS ADDRESS SACHS & CO.
- -------------------------- ---------------------------
<S> <C>
David T. Hamamoto General Partner

Daniel M. Neidich General Partner

Michael D. Fascitelli General Partner

Ralph F. Rosenberg Vice President

David M. Weil Vice President

Todd A. Williams Vice President

G. Douglass Gunn Vice President

Douglas A. Kessler Vice President

Angie Madison Vice President

Kevin D. Naughton Vice President

Kim Bonfield Vice President

Paul Vogel Vice President

Edward M. Siskind Vice President

Kraig A. Danielson Associate

Richard E. Georgi III Associate
</TABLE>

S-3
<PAGE>
SCHEDULE III
GENERAL PARTNERS OF GS GROUP

The following table sets forth the name of each of the general partners of
GS Group and Goldman Sachs who is a natural person. Each person listed below is
a general partner of both GS Group and Goldman Sachs. Unless otherwise
indicated, the business address of each person listed below is 85 Broad Street,
New York, New York 10004, and, unless otherwise indicated, each natural person
listed below is a citizen of the United States of America. The principal
occupation of each person listed below is a general partner of Goldman Sachs.
The persons listed below who have an asterisk marked next to their names are
members of the Management Committee of GS Group.

<TABLE>
<CAPTION>
NAME AND CITIZENSHIP BUSINESS ADDRESS
- ----------------------------------- ------------------------------------------
<S> <C>
Roy J. Zuckerberg*

David M. Silfen*

Jon S. Corzine*

Eugene V. Fife* 133 Fleet Street
London EC4A 2BB, England

Richard M. Hayden 133 Fleet Street
London EC4A 2BB, England

Robert J. Hurst*

Howard C. Katz

Peter K. Barker 333 South Grand Avenue
Los Angeles, CA 90071

Eric S. Dobkin

Willard J. Overlock, Jr.*
Henry M. Paulson, Jr.*

Jonathan L. Cohen
Fredric B. Garonzik

Kevin W. Kennedy

William C. Landreth 4900 Sears Tower
Chicago, IL 60609

Daniel M. Neidich

Edward Spiegel

Fischer Black

Robert F. Cummings, Jr.

Angelo De Caro

Steven G. Einhorn

David B. Ford

David M. Leuschen

Michael R. Lynch
</TABLE>

S-4
<PAGE>
<TABLE>
<CAPTION>
NAME AND CITIZENSHIP BUSINESS ADDRESS
- ----------------------------------- ------------------------------------------
Michael D. McCarthy
<S> <C>

Donald C. Opatrny, Jr.

Thomas E. Tuft

Robert J. Katz*

Michael P. Mortara

Lloyd C. Blankfein

John P. Curtin, Jr. 150 King St. West
Suite 1201
Toronto, Ontario M5H 1J9
Canada

Gavyn Davies 133 Fleet Street
United Kingdom London EC4A 2BB, England

Dexter D. Earle

J. Christopher Flowers
Gary Gensler

Charles T. Harris III

Thomas J. Healey

Stephen Hendel

Robert E. Higgins

Ernest S. Liu

Eff W. Martin 555 California Street
San Francisco, CA 94104

Charles S. Mayer, Jr.

Michael J. O'Brien 133 Fleet Street
United Kingdom London EC4A 2BB, England

Mark Schwartz

Stephen M. Semlitz

Robert K. Steel 133 Fleet Street
London EC4A 2BB, England

John A. Thain*

John L. Thornton 133 Fleet Street
London EC4A 2BB, England

Bracebridge H. Young, Jr. 133 Fleet Street
London EC4A 2BB, England

Joseph R. Zimmel

Barry L. Zubrow
</TABLE>

S-5
<PAGE>
<TABLE>
<CAPTION>
NAME AND CITIZENSHIP BUSINESS ADDRESS
- ----------------------------------- ------------------------------------------
Gary L. Zwerling
<S> <C>

Jonathan R. Aisbitt 133 Fleet Street
United Kingdom London EC4A 2BB, England

Andrew M. Alper

William J. Buckley

Frank L. Coulson, Jr.

Connie Kadrovach Duckworth 4900 Sears Tower
Chicago, IL 60606

Richard A. Friedman

Alan R. Gillespie 133 Fleet Street
United Kingdom London EC4A 2BB, England

Joseph H. Gleberman

Jacob D. Goldfield

Steven M. Heller

Ann F. Kaplan

Robert S. Kaplan

Peter D. Kiernan III

T. Willem Mesdag 133 Fleet Street
London EC4A 2BB, England

Gaetano J. Muzio

Robin Illgen Neustein

Timothy J. O'Neill

Scott M. Pinkus

John J. Powers

Stephen D. Quinn

Arthur J. Reimers 133 Fleet Street
London EC4A 2BB, England

James P. Riley, Jr.

Richard A. Sapp 133 Fleet Street
London EC4A 2BB, England

Donald F. Textor

Thomas B. Walker III

Patrick J. Ward 133 Fleet Street
London EC4A 2BB, England

Jeffrey M. Weingarten 140 Fleet Street
London EC4A 2BJ, England
</TABLE>

S-6
<PAGE>
<TABLE>
<CAPTION>
NAME AND CITIZENSHIP BUSINESS ADDRESS
- ----------------------------------- ------------------------------------------
Jon Winkelried
<S> <C>

Richard Witten

Gregory K. Palm 133 Fleet Street
London EC4A 2BB, England

Carlos A. Cordeiro 133 Fleet Street
London EC4A 2BB, England

John O. Downing 1 New York Plaza
New York, NY 10004

W. Mark Evans 3 Garden Road Central
Canada Hong Kong

Michael D. Fascitelli

Sylvain M. Hefes 2, rue de Thann
France 75017 Paris, France

Reuben Jeffery III 133 Fleet Street
London EC4A 2BB, England

Lawrence H. Linden

Jun Makihara 12-32 Akasaka 1-chome
Japan Minato-ku, Tokyo 107,
Japan

Masanori Mochida 12-32 Akasaka 1-chome
Japan Minato-ku, Tokyo 107,
Japan

Robert B. Morris III 133 Fleet Street
London EC4A 2BB, England

Philip D. Murphy MesseTurm, D-6000
Frankfurt am Main 1, Germany

Suzanne M. Nora Johnson 333 South Grand Avenue
Los Angeles, CA 90071

Terence M. O'Toole

Carl G.E. Palmstierna 133 Fleet Street
Sweden London EC4A 2BB, England

Michael G. Rantz

J. David Rogers

Joseph Sassoon 133 Fleet Street
Israel London EC4A 2BB, England

Peter Savitz 12-32 Akasaka 1-chome
Minato-ku, Tokyo 107,
Japan

Charles B. Seelig Jr.
</TABLE>

S-7
<PAGE>
<TABLE>
<CAPTION>
NAME AND CITIZENSHIP BUSINESS ADDRESS
- ----------------------------------- ------------------------------------------
Ralph F. Severson 555 California Street
San Francisco, CA 94104
<S> <C>

Gene T. Sykes 333 South Grand Avenue
Los Angeles, CA 90071

Gary A. Syman 12-32, Akasaka 1-chome
Minato-ku, Tokyo 107,
Japan

Leslie C. Tortora

John L. Townsend

Lee G. Vance 133 Fleet Street
London EC4A 2BB, England

David A. Viniar

John S. Weinberg

Peter A. Weinberg

Laurence M. Weiss

George W. Wellde Jr. 12-32, Akasaka 1-chome
Minato-ku, Tokyo 107,
Japan

Jaime E. Yordan

Sharmin Mossavar-Rahmani
United Kingdom

Hideo Ishihara 12-32, Akasaka 1-chome
Japan Minato-ku, Tokyo 107,
Japan

Paul M. Achleitner MesseTurm, D-6000
Frankfurt am Main 1, Germany

Armen A. Avanessians

Joel S. Beckman

David W. Blood 133 Fleet Street
London EC4A 2BB, England

Zachariah Cobrinik 133 Fleet Street
London EC4A 2BB, England

Gary D. Cohn 133 Fleet Street
London EC4A 2BB, England

Christopher A. Cole

Henry Cornell 3 Garden Road Central
Hong Kong

Robert V. Delaney
</TABLE>

S-8
<PAGE>
<TABLE>
<CAPTION>
NAME AND CITIZENSHIP BUSINESS ADDRESS
- ----------------------------------- ------------------------------------------
Joseph Della Rosa
<S> <C>

J. Michael Evans 133 Fleet Street
London EC4A 2BB, England

Lawton W. Fitt

Joseph D. Gatto

Peter C. Gerhard

Nomi P. Ghez

David T. Hamamoto

Walter H. Haydock Munsterhof 4
8022 Zurich, Switzerland

David L. Henle

Francis J. Ingrassia

Scott B. Kapnick 133 Fleet Street
London EC4A 2BB, England

Kevin M. Kelly

John C. Kleinert

Jonathan L. Kolatch

Peter S. Kraus

Robert Litterman

Jonathan M. Lopatin

Thomas J. Macirowski

Peter G.C. Mallinson 3 Garden Road Central
Hong Kong

Oki Matsumoto 12-32 Akasaka 1-chome
Minato-ku, Tokyo 107,
Japan

E. Scott Mead 133 Fleet Street
London EC4A 2BB, England

Eric M. Mindich

Steven T. Mnuchin

Thomas K. Montag

Edward A. Mule

Kipp M. Nelson 133 Fleet Street
London EC4A 2BB, England
Christopher K. Norton

Robert J. O'Shea
</TABLE>

S-9
<PAGE>
<TABLE>
<CAPTION>
NAME AND CITIZENSHIP BUSINESS ADDRESS
- ----------------------------------- ------------------------------------------
Wiet H. Pot 133 Fleet Street
London EC4A 2BB, England
<S> <C>

Jack L. Salzman

Eric S. Schwartz

Michael F. Schwerin

Richard S. Sharp 133 Fleet Street
London EC4A 2BB, England

Richard G. Sherlund

Michael S. Sherwood 133 Fleet Street
London EC4A 2BB, England

Cody J. Smith

Daniel W. Stanton

Esta E. Stecher
Fredric E. Steck

Byron D. Trott 4900 Sears Tower
Chicago, IL 60606

Barry S. Volpert

Peter S. Wheeler 3 Garden Road Central
Hong Kong

Anthony G. Williams 133 Fleet Street
London EC4A 2BB, England

Gary W. Williams

Tracy R. Wolstencroft 100 Crescent Court, Suite 1000
Dallas, Texas 75201

Danny O. Yee 3 Garden Road Central
Hong Kong

Michael J. Zamkow

Mark A. Zurack
</TABLE>

S-10
<PAGE>
SCHEDULE IV
DIRECTORS AND EXECUTIVE OFFICERS OF EACH CORPORATE GENERAL PARTNER OF GS GROUP

The name, business address, present principal occupation or employment and
citizenship of each controlling person, if any, director and executive officer
of each general partner of GS Group or Goldman Sachs that is a corporation are
set forth below.

I. NOBUYOSHI JOHN EHARA INC.

Nobuyoshi John Ehara Inc. is controlled by Nobuyoshi John Ehara, its
President and one of its directors. The business address of each person listed
below other than Nobuyoshi John Ehara is 85 Broad Street, New York, New York
10004, and each such person is a citizen of the United States of America. The
business address of Nobuyoshi John Ehara, a citizen of Japan, is the Ark Mori
Building, 12-32, Akasaka 1-chome, Minato-ku, Tokyo 107, Japan.

<TABLE>
<CAPTION>
PRESENT PRINCIPAL
NAME AND BUSINESS ADDRESS POSITION OCCUPATION
- --------------------------- --------------------------------- --------------------------
<S> <C> <C>
Robert J. Katz Chairman of the Board General Partner of
Goldman, Sachs & Co.
Joel S. Beckman Vice Chairman of the Board and General Partner of
Treasurer Goldman, Sachs & Co.
Nobuyoshi John Ehara President and Director General Partner of
Goldman, Sachs & Co.
James B. McHugh Secretary Vice President of Goldman,
Sachs & Co.
</TABLE>

II. MASANORI MOCHIDA INC.

Masanori Mochida Inc. is controlled by Masanori Mochida, its President and
one of its directors. The business address of each person listed below other
than Masanori Mochida is 85 Broad Street, New York, New York 10004, and each
such person is a citizen of the United States of America. The business address
of Masanori Mochida, a citizen of Japan, is 12-32, Akasaka 1-chome, Minato-ku,
Tokyo 107, Japan.

<TABLE>
<CAPTION>
PRESENT PRINCIPAL
NAME AND BUSINESS ADDRESS POSITION OCCUPATION
- ------------------------- --------------------------------- --------------------------
<S> <C> <C>
Robert J. Katz Chairman of the Board General Partner of
Goldman, Sachs & Co.
Joel S. Beckman Vice Chairman of the Board and General Partner of
Treasurer Goldman, Sachs & Co.
Masinori Mochida President and Director General Partner of
Goldman, Sachs & Co.
James B. McHugh Secretary Vice President of Goldman,
Sachs & Co.
</TABLE>

S-11
<PAGE>
III. JUN MAKIHARA INC.

Jun Makihara Inc. is controlled by Jun Makihara, its President and one of
its directors. The business address of each person listed below other than Jun
Makihara is 85 Broad Street, New York, New York 10004, and each such person is a
citizen of the United States of America. The business address of Jun Makihara, a
citizen of Japan, is 333 South Grand Avenue, Los Angeles, California 90071.

<TABLE>
<CAPTION>
PRESENT PRINCIPAL
NAME AND BUSINESS ADDRESS POSITION OCCUPATION
- ------------------------- --------------------------------- --------------------------
<S> <C> <C>
Robert J. Katz Chairman of the Board General Partner of
Goldman, Sachs & Co.
Joel S. Beckman Vice Chairman of the Board and General Partner of
Treasurer Goldman, Sachs & Co.
Jun Makihara President and Director General Partner of
Goldman, Sachs & Co.
James B. McHugh Secretary Vice President of Goldman,
Sachs & Co.
</TABLE>

IV. HIDEO ISHIHARA INC.

Hideo Ishihara Inc. is controlled by Hideo Ishihara, its President and one
of its directors. The business address of each person listed below other than
Hideo Ishihara is 85 Broad Street, New York, New York 10004, and each such
person is a citizen of the United States of America. The business address of
Hideo Ishihara, a citizen of Japan, is the Ark Mori Building, 12-32, Akasaka
1-chome, Minato-ku, Tokyo 107, Japan.

<TABLE>
<CAPTION>
PRESENT PRINCIPAL
NAME AND BUSINESS ADDRESS POSITION OCCUPATION
- ------------------------- --------------------------------- --------------------------
<S> <C> <C>
Robert J. Katz Chairman of the Board General Partner of
Goldman, Sachs & Co.
Joel S. Beckman Vice Chairman of the Board and General Partner of
Treasurer Goldman, Sachs & Co.
Hideo Ishihara President and Director General Partner of
Goldman, Sachs & Co.
James B. McHugh Secretary Vice President of Goldman,
Sachs & Co.
</TABLE>

S-12
<PAGE>

ROCKEFELLER CENTER PROPERTIES, INC.
1270 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020

Proxy for Special Meeting of Stockholders
March 25, 1996

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Stephanie Leggett Young and Janet P. King,
jointly and severally, proxies for the undersigned with full power of
substitution, and hereby authorizes them to represent and to vote, in accordance
with the instructions on the reverse side of this card, all shares of the Common
Stock of Rockefeller Center Properties, Inc. the undersigned is entitled to vote
at the Special Meeting of Stockholders to be held on March 25, 1996 in the
Auditorium at The Equitable Center, 787 Seventh Avenue, New York City,
commencing at 9:30 a.m., Eastern Standard Time, or at any postponement or
adjournment thereof. The proxies may vote in their discretion upon such other
business as may properly be brought before the meeting or any postponement or
adjournment thereof.

COMMENTS/ADDRESS CHANGE: PLEASE MARK COMMENT/ADDRESS BOX ON REVERSE SIDE

(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
FOLD AND DETACH HERE

<PAGE>

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
STOCKHOLDER. WHERE NO VOTING INSTRUCTIONS ARE GIVEN, THE SHARES REPRESENTED BY
THIS PROXY WILL BE VOTED FOR ITEM 1.
PLEASE MARK
/ X / YOUR VOTES
AS THIS

Item 1--Approve and adopt the Merger FOR AGAINST ABSTAIN
Agreement as described in RCPI's Proxy / / / / / /
Statement. The Board of Directors recommends
a vote FOR the Merger Agreement.

Item 2--In their discretion upon such other
business as may be properly brought before
the Special Meeting or any postponement or
adjournment thereof.

If you plan to attend the Special / /
Meeting, please check this box.

COMMENTS/ADDRESS CHANGE
Please mark this box if you have / /
written comments/address change
on the reverse side.

Receipt is hereby acknowledged of Rockefeller
Center Properties, Inc. Notice of Special
Meeting and Proxy Statement

Signature(s) Date
------------------------------------------------ ------------
Please mark, date and sign as your name appears opposite and return it in the
enclosed envelope. If acting as executor, administrator, trustee, guardian, etc.
you should so indicate when signing. If the signer is a corporation, please sign
full corporate name.

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
FOLD AND DETACH HERE

[LOGO]

SPECIAL MEETING OF STOCKHOLDERS

THIS IS YOUR ADMISSION CARD FOR THE FORTHCOMING
SPECIAL MEETING OF STOCKHOLDERS.

IT WILL SAVE YOU UNNECESSARY DELAY IF YOU PRESENT
THIS CARD WHEN YOU ARRIVE AT THE MEETING.

DATE: MARCH 25, 1996

TIME: 9:30 A.M.

PLACE: THE EQUITABLE CENTER
AUDITORIUM
787 SEVENTH AVENUE
NEW YORK, NEW YORK

<PAGE>

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
- ----------------------------------------X
:
In re : Chapter 11 Case
:
ROCKEFELLER CENTER PROPERTIES and : Nos. 95 B 42089 (PBA)
RCP ASSOCIATES, : 95 B 42088 (PBA)
:
Debtors. : (Jointly Administered)
:
Address: 1230 Avenue of the Americas :
New York, New York 10020 :
:
Tax I.D. Nos.: 13-3121978 :
13-3255943 :
:
- ----------------------------------------X

SECOND AMENDED DISCLOSURE STATEMENT PURSUANT
TO BANKRUPTCY CODE SECTION 1125 FOR SECOND AMENDED JOINT PLAN
OF REORGANIZATION FOR ROCKEFELLER CENTER PROPERTIES
AND RCP ASSOCIATES UNDER CHAPTER 11 OF THE BANKRUPTCY CODE

ROCKEFELLER CENTER PROPERTIES ROCKEFELLER GROUP, INC.,
and RCP ASSOCIATES, A General Partner of Debtors
Debtors and Debtors-in-Possession and Plan Co-Proponent
and Plan Co-Proponents

TOGUT, SEGAL & SEGAL, DEWEY BALLANTINE
Bankruptcy Attorneys for Attorneys for Rockefeller
the Debtors Group, Inc.
One Penn Plaza 1301 Avenue of the Americas
New York, New York 10119 New York, New York 10020
(212) 594-5000 (212) 259-8000
Attn: Albert Togut, Esq. Attn: Richard S. Miller, Esq.
Frank A. Oswald, Esq. Benjamin Hoch, Esq.

Dated: New York, New York
January 22, 1996

THIS IS NOT A SOLICITATION OF ACCEPTANCES OR REJECTIONS OF THE PLAN OF
REORGANIZATION. ACCEPTANCES OR REJECTIONS OF THE PLAN MAY NOT BE SOLICITED
UNTIL A DISCLOSURE STATEMENT HAS BEEN APPROVED BY THE BANKRUPTCY COURT.

<PAGE>

TABLE OF CONTENTS

I. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - 1 -
A. Preliminary Statement. . . . . . . . . . . . . . . . . . . . . . - 2 -
B. Notice to Holders of Claims. . . . . . . . . . . . . . . . . . . - 3 -
C. Disclosure Statement Enclosures. . . . . . . . . . . . . . . . . - 5 -
Voting Procedures, Ballots and Voting Deadlines. . . . . . . . . - 5 -
E. Hearing On and Objections to Confirmation. . . . . . . . . . . . - 6 -
1. Confirmation Hearing. . . . . . . . . . . . . . . . . . . . - 6 -
2. Date Set for Filing Objections to
Confirmation. . . . . . . . . . . . . . . . . . . . . . . . - 6 -
F. Recommendation. . . . . . . . . . . . . . . . . . . . . . . . . . - 7 -

II. History of the Debtors. . . . . . . . . . . . . . . . . . . . . . . . - 7 -
A. General Background . . . . . . . . . . . . . . . . . . . . . . . - 7 -
B. Historical Background. . . . . . . . . . . . . . . . . . . . . . - 8 -
C. Operation of the Landmarked Properties . . . . . . . . . . . . . - 9 -
D. The REIT and the REIT Loan . . . . . . . . . . . . . . . . . . .- 10 -
E. The Debtors' Cash Shortfalls . . . . . . . . . . . . . . . . . .- 12 -

III. History of the Debtors' Chapter 11 Case. . . . . . . . . . . . . . .- 12 -
A. Significant Events During the Chapter 11 Case. . . . . . . . . .- 13 -
1. Use of Cash Collateral. . . . . . . . . . . . . . . . . . .- 13 -
2. REIT's First Attempt to Terminate
Debtors' Exclusive Period to File
a Reorganization Plan . . . . . . . . . . . . . . . . . . .- 13 -
3. Tax Settlement. . . . . . . . . . . . . . . . . . . . . . .- 14 -
4. DIP Financing . . . . . . . . . . . . . . . . . . . . . . .- 14 -
5. Pre-Petition Personal Injury Actions
(Tort Claims/Insurance Coverage Analysis) . . . . . . . . .- 15 -
6. Claims Against The Debtors --
Recourse vs. Non-Recourse; Bar Date. . . . . . . . . . . .- 18 -
a. General. . . . . . . . . . . . . . . . . . . . . . . .- 18 -
b. Associates . . . . . . . . . . . . . . . . . . . . . .- 18 -
(1) Secured Claims or Purported Secured Claims. . . .- 18 -
(2) Priority Claims . . . . . . . . . . . . . . . . .- 19 -
(3) Non-Priority, Unsecured Claims. . . . . . . . . .- 19 -
c. RCP. . . . . . . . . . . . . . . . . . . . . . . . . .- 19 -
(1) Secured Claims. . . . . . . . . . . . . . . . . .- 19 -
(2) Priority Claims . . . . . . . . . . . . . . . . .- 19 -
(3) Unsecured, Non-Priority Claims. . . . . . . . . .- 20 -
d. Recourse vs. Non-Recourse. . . . . . . . . . . . . . .- 20 -
e. Claims Bar Date. . . . . . . . . . . . . . . . . . . .- 20 -
7. Executory Contracts, Tenant Leases
and Other Unexpired Leases. . . . . . . . . . . . . . . . .- 21 -
8. Efforts to Formulate Plan and REIT's
Second Motion to Terminate Exclusivity. . . . . . . . . . .- 22 -

(i)

<PAGE>

IV. Summary of the Reorganization Plan. . . . . . . . . . . . . . . . . .- 23 -
A. Overall Structure of the Plan. . . . . . . . . . . . . . . . . .- 23 -
B. Classification and Treatment
of Claims and Interests . . . . . . . . . . . . . . . . . .- 23 -
C. Unclassified Claims. . . . . . . . . . . . . . . . . . . . . . .- 24 -
1. Administrative Expense Claims . . . . . . . . . . . . . . .- 24 -
2. Priority Tax Claims . . . . . . . . . . . . . . . . . . . .- 24 -
D. Classes of Claims and Interests. . . . . . . . . . . . . . . . .- 24 -
E. Identification of Impaired and Unimpaired Classes. . . . . . . .- 24 -
F. Automatic Deletion of Unoccupied
Classes for Voting Purposes . . . . . . . . . . . . . . . .- 25 -
G. Treatment of Claims and Interests. . . . . . . . . . . . . . . .- 25 -
1. Unclassified Claims Against the Debtors . . . . . . . . . .- 25 -
a. Administrative Expense Claims. . . . . . . . . . . . .- 25 -
b. Distribution . . . . . . . . . . . . . . . . . . . . .- 26 -
c. Priority Tax Claims. . . . . . . . . . . . . . . . . .- 26 -
2. Classified Claims and Interests
Against the Debtors . . . . . . . . . . . . . . .- 26 -
a. Classes 1A and 1B: Other Priority Claims. . . . . . .- 26 -
b. Classes 2A and 2B: The REIT Claims. . . . . . . . . .- 27 -
c. Classes 3A and 3B: Other Secured Claims.. . . . . . .- 28 -
d. Classes 4A and 4B: Unsecured Claims . . . . . . . . .- 29 -
e. Classes 5A and 5B: Equity . . . . . . . . . . . . . .- 30 -
3. Means for Implementation of the Plan. . . . . . . . . . . .- 31 -
a. DIP Financing. . . . . . . . . . . . . . . . . . . . .- 31 -
b. Intercompany and Guarantee Claims, Etc.. . . . . . . .- 31 -
c. Management of (i) The REIT Collateral and (ii) The
Reorganized Debtors. . . . . . . . . . . . . . . . . .- 31 -
d. Establishment and Funding of Distribution Account. . .- 31 -
(1) Disposition of Any Remaining Funds in
Distribution Account. . . . . . . . . . . . . . .- 32 -
(2) Funding and Payment of Post-Effective Date
Expenses. . . . . . . . . . . . . . . . . . . . .- 32 -
e. Plan Supplement. . . . . . . . . . . . . . . . . . . .- 32 -
H. Other Plan Provisions. . . . . . . . . . . . . . . . . . . . . .- 33 -
1. Provisions Regarding Distributions Under the Plan and
Treatment of Disputed, Contingent, and Unliquidated
Administrative Expense Claims, Etc. . . . . . . . . . . . .- 33 -
a. Distributions Under the Plan . . . . . . . . . . . . .- 33 -
(1) General Provisions . . . . . . . . . . . . . . .- 33 -
b. Resolution of Disputed Claims. . . . . . . . . . . . .- 33 -
c. Distributions Relating to Disputed Claims. . . . . . .- 34 -
d. Setoffs. . . . . . . . . . . . . . . . . . . . . . . .- 34 -
2. Treatment of Tenant Leases, Other
Unexpired Leases and Executory Contracts
Pursuant to Article VI of the Plan. . . . . . . . . . . . .- 34 -

(ii)

<PAGE>

(1) Tenant Leases and Other Unexpired Leases
to be Assumed and Assigned; Leases Between
RCP and Associates. . . . . . . . . . . . . . . .- 34 -
(2) Cure of Defaults. . . . . . . . . . . . . . . . .- 35 -
(3) Executory Contracts to be Rejected. . . . . . . .- 36 -
(4) Approval of Assumption, Rejection or Assignment
of Leases and Contracts . . . . . . . . . . . . .- 36 -
(5) Bar Date for Filing Proofs of Claim Relating to
Rejection of Executory Contracts, and Other
Unexpired Leases. . . . . . . . . . . . . . . . .- 37 -
a. Affiliate Leases . . . . . . . . . . . . . . . . . . .- 37 -
b. Schedules. . . . . . . . . . . . . . . . . . . . . . .- 37 -
c. Indemnification Obligations. . . . . . . . . . . . . .- 37 -
d. Compensation and Benefit Programs. . . . . . . . . . .- 37 -
e. Retiree Benefits . . . . . . . . . . . . . . . . . . .- 38 -
3. Conditions Precedent to Confirmation
or Consummation of the Plan; Waiver. . . . . . . . . . . .- 38 -
a. Conditions Precedent to Confirmation . . . . . . . . .- 38 -
b. Conditions to Effective Date . . . . . . . . . . . . .- 39 -
c. Waiver of Conditions to Confirmation and
Consummation of the Plan . . . . . . . . . . . . . . .- 39 -
4. Modification or Amendment of the Plan and Exhibits. . . . .- 40 -
5. Retention of Jurisdiction . . . . . . . . . . . . . . . . .- 40 -
6. Miscellaneous Provisions of the Plan. . . . . . . . . . . .- 40 -
a. Exemption from Transfer Taxes. . . . . . . . . . . . .- 40 -
b. Exculpation. . . . . . . . . . . . . . . . . . . . . .- 40 -
c. Release and Discharge of Claims and Equity Interests
and Permanent Injunction Upon the Effective Date . . .- 41 -
d. Binding Effect and Enforceability of Obligations . . .- 43 -
e. Severability . . . . . . . . . . . . . . . . . . . . .- 43 -
f. Revocation or Withdrawal . . . . . . . . . . . . . . .- 44 -
g. Extinguishment of Avoidance Claims . . . . . . . . . .- 44 -
h. Conflicts. . . . . . . . . . . . . . . . . . . . . . .- 44 -
i. Creditors' Committee . . . . . . . . . . . . . . . . .- 44 -
j. Post-Confirmation Service List -- Persons Entitled
to Notice. . . . . . . . . . . . . . . . . . . . . . .- 44 -
k. Notices. . . . . . . . . . . . . . . . . . . . . . . .- 45 -

V. Voting Requirements, Acceptance and Confirmation of the Plan . . . .- 46 -
A. Parties-in-Interest Entitled to Vote . . . . . . . . . . . . . .- 47 -
B. Classes Impaired Under the Plan. . . . . . . . . . . . . . . . .- 47 -
C. Best Interest of Creditors and Interest Holders. . . . . . . . .- 48 -
D. Feasibility of the Plan. . . . . . . . . . . . . . . . . . . . .- 48 -

(iii)

<PAGE>

VI. Alternatives to Confirmation and Consummation of the Plan . . . . . .- 50 -
A. Alternative Plans of Reorganization. . . . . . . . . . . . . . .- 50 -
B. Liquidation Under Chapter 7. . . . . . . . . . . . . . . . . . .- 50 -

VII. Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . .- 51 -

VIII. Conclusion. . . . . . . . . . . . . . . . . . . . . . . . . . . . .- 52 -

(iv)

<PAGE>

SECOND AMENDED DISCLOSURE
STATEMENT PURSUANT TO 11 U.S.C. SECTION 1125

I. INTRODUCTION(1)

Rockefeller Center Properties ("RCP"), a New York general
partnership(2) and RCP Associates ("Associates"), a New York limited
partnership(3), are the debtors and debtors-in-possession (jointly, the
"Debtors") in the above-captioned Chapter 11 reorganization cases (the "Chapter
11 Cases") which are pending in the United States Bankruptcy Court for the
Southern District of New York (the "Bankruptcy Court") under Chapter 11
("Chapter 11") of the United States Bankruptcy Code, 11 U.S.C. Sections 101 ET
SEQ. (as amended, the "Bankruptcy Code"). This Disclosure Statement pursuant to
Section 1125 of the Bankruptcy Code is issued for use in the solicitation of
ballots to accept the Second Amended Joint Plan of Reorganization, dated January
22, 1996 (as the same may be further amended, the "Plan"), co-pro-

- --------------------------------------------------------------------------------
(1) Unless otherwise defined in this Disclosure Statement, all capitalized
terms used herein shall have the meanings given to them in the Plan.

(2) RCP's general partners are Associates, Rockefeller Group, Inc. ("RGI")
and Radio City Music Hall Productions, Inc. ("RCMHP").

(3) Associates' general partners are RGI and RCMHP, and its limited
partners are also RGI and RCMHP.

<PAGE>

posed by the Debtors and RGI as the Plan Proponents; a copy of the Plan is
annexed as Exhibit "1".

A. PRELIMINARY STATEMENT

In pursuit of their goal of achieving a consensual plan, RGI and the
Debtors engaged in a series of discussions with Rockefeller Center Properties,
Inc. (the "REIT") and other interested third parties to identify the appropriate
operator and future owner for the Landmarked Properties (defined below in
Section II.A.), which form an important part of the Rockefeller Center complex.
All of the proposals made to RGI by third-party investors expected a greater
cash contribution from RGI than RGI determined to be worthwhile based upon its
view of the economics of the 12 Landmarked Properties, plans for RGI's future,
and the timetables that were involved in each of the proposals. Accordingly, on
September 12, 1995, the Debtors announced their agreement with the REIT that a
smooth transition of ownership to the REIT or the REIT Designee would be the
best way to maximize values to all of the Debtors' creditors while minimizing
the impact of such transition on the tenants and operations of the Landmarked
Properties and the remainder of Rockefeller Center.

The Plan provides for: (i) the transfer of ownership of the
Landmarked Properties which form a portion of Rockefeller Center to, or as
designated by, the REIT which presently holds a $1.3 billion mortgage against
the Landmarked Properties; (ii) the payment, in cash, of all administrative
expenses related to the Chapter 11 cases; and (iii) full payment, including
interest, of virtually all creditors' Claims which are or become Allowed Claims.
The Plan further provides that all unexpired Tenant Leases will be assumed by
the Debtors at confirmation and assigned to the REIT, or the REIT Designee at
the time the Landmarked Properties are transferred to the REIT or its designee,
with any amounts owing under these leases for reimbursement of tenant
improvements, real estate tax refunds and other obligations (defined as Cure
Payments in the Plan) to be paid on or before the Effective Date of the Plan or
as soon thereafter as is practicable. The Debtors have filed or shortly will
file an application with the Bankruptcy Court to approve (i) the assumption of
Tenant Leases and (ii) their assignment to the REIT or the REIT Designee, such
assignment to be conditioned only upon the occurrence of the Transfer Event
("Assumption and Assignment Motion").

The Plan addresses the continued operation of the Landmarked
Properties as an office, entertainment and retail complex. The Proponents and
the REIT intend to achieve a smooth transition of ownership of the Landmarked
Properties in a way that minimizes the impact upon Rockefeller Center, the
Debtors' operations and the public. On November 7, 1995, the REIT reached
agreement, subject to approval by the REIT shareholders, with an

- 2 -

<PAGE>

investor group which will form an entity with which the REIT will merge and
which will operate the Landmarked Properties after the ownership of those
properties is transferred by the Debtors.

On the Effective Date, ownership of the REIT Collateral, the Debtors'
other assets and administrative liabilities created by operation of the
Landmarked Properties in the ordinary course, will be transferred to the REIT or
the REIT Designee. The transfer is to be made in consideration for (i)
$20 million to be paid by the REIT or the REIT Designee; (ii) the release and
satisfaction of the REIT's Claims against the Debtors (other than with respect
to a Mortgage Lien against the REIT Collateral), (iii) the use of certain REIT
Collateral to pay Ordinary Course Administrative Operating Expense Claims; and
(iv) the assumption of certain obligations by the REIT or REIT Designee,
including obligations for the future performance of Tenant Leases.

Allowed Priority and General Unsecured Claims, other than certain
Affiliate Claims, are to receive 100% of the Allowed Amount of their Claims,
plus interest, in cash, from either a Distribution Account to be created and
funded with the $20 million to be paid by the REIT and Cash to be received from
RGI, or a Cash Account funded with cash flow from the Landmarked Properties and
the proceeds of the existing debtor-in-possession loan. Absent the voluntary
funding of the Distribution Account by RGI and the REIT, general unsecured
creditors would not receive any meaningful distribution on their Claims from the
liquidation of the Debtors' Unencumbered Assets and would instead be left to
pursue their remedies under applicable non-bankruptcy law against the Debtors'
general partners, a procedure that would be costly and time-consuming for all
creditors.

B. NOTICE TO HOLDERS OF CLAIMS

This Disclosure Statement is being transmitted to the holders of
Claims against the Debtors, tenants occupying space in the Landmarked Properties
and the holders of other executory contracts that may be affected by the Plan.
Tenants will also receive the Assumption and Assignment Motion which provides
for the assumption of Tenant Leases by RCP and the subsequent assignment of all
assumed leases to the REIT or its designee at the time of transfer of the
Landmarked Properties. The purpose of this Disclosure Statement is to provide
holders of Claims and other interested parties with adequate information to
enable them to make a reasonably informed decision before (i) either voting to
accept or reject the Plan or (ii) filing a response or objection to the Plan.

On February [____], 1996, after notice and a hearing, the Bankruptcy
Court approved this Disclosure Statement as containing adequate information to
permit the holders of impaired

- 3 -

<PAGE>

Claims to make a reasonably informed decision in exercising their right to
vote upon the Plan. THE BANKRUPTCY COURT'S APPROVAL OF THIS DISCLOSURE
STATEMENT DOES NOT CONSTITUTE EITHER A GUARANTY OF THE ACCURACY OR
COMPLETENESS OF THE INFORMATION CONTAINED HEREIN OR AN ENDORSEMENT OF THE
PLAN BY THE BANKRUPTCY COURT.

YOU ARE ENCOURAGED TO READ THIS DISCLOSURE STATEMENT AND ITS EXHIBITS
CAREFULLY AND IN THEIR ENTIRETY BEFORE DECIDING TO VOTE EITHER TO ACCEPT OR
REJECT THE PLAN.

THIS DISCLOSURE STATEMENT IS THE ONLY DOCUMENT AUTHORIZED BY THE
BANKRUPTCY COURT TO BE USED IN CONNECTION WITH THE SOLICITATION OF VOTES
ACCEPTING OR REJECTING THE PLAN. No solicitation of votes may be made except
pursuant to this Disclosure Statement, and no person has been authorized to use
or disclose any information concerning the Debtors other than the information
contained herein. Other than as explicitly set forth in this Disclosure
Statement, creditors should not rely upon any information relating to the
Debtors, their estates, the value of their properties, the nature of their
liabilities or their Claims.

All financial information contained in this Disclosure Statement has
been provided by, or on behalf of, the Debtors. THE FINANCIAL INFORMATION
CONTAINED HEREIN HAS NOT BEEN THE SUBJECT OF A CERTIFIED AUDIT. This Disclosure
Statement is accurate to the best of the Proponents' knowledge, information and
belief; the Proponents, however, are unable to warrant or represent that all
the information contained herein is without inaccuracies.

This Disclosure Statement contains information supplementary to the
Plan and is not intended as a substitute for the Plan itself. THE DISCLOSURE
STATEMENT IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE MORE SPECIFIC AND
DETAILED INFORMATION SET FORTH IN THE PLAN. ALL TENANT LEASES ARE GOING TO BE
ASSUMED AND ASSIGNED. TENANTS ARE ALSO URGED TO READ THE ASSUMPTION AND
ASSIGNMENT MOTION REGARDING ASSUMPTION AND ASSIGNMENT OF TENANT LEASES THAT WILL
BE PROVIDED TO TENANTS UNDER SEPARATE COVER. Any perceived or actual
inconsistencies between the information contained in this Disclosure Statement
and the terms of the Plan are to be resolved by reference to the actual terms of
the Plan.

Only creditors whose Allowed Claims are deemed "impaired" are entitled
to vote on the Plan. Tenants whose leases will be assumed are going to receive
Cure Payments in agreed amounts on or before the Effective Date, and therefore
they do not hold impaired Claims for amounts due under their existing

- 4 -

<PAGE>

Tenant Leases.(4) The Debtors believe that the only creditors that are
"impaired" or may be deemed "impaired" under the Plan are the REIT, the holder
of the Class 2A and 2B Claims and the holders of Unsecured Claims, the Class 4A
and 4B Claims. Generally, two-thirds in dollar amount of the Allowed Claims and
a majority of the number of Allowed Claims in EACH impaired Class of Claims that
are actually voted are required for acceptance of the Plan. The Plan may be
confirmed, under certain circumstances, despite dissent by one or more impaired
classes. SEE SECTION V OF THIS DISCLOSURE STATEMENT ENTITLED "VOTING
REQUIREMENTS, ACCEPTANCE AND CONFIRMATION OF THE PLAN -- G. CONFIRMATION
WITHOUT ACCEPTANCE OF ALL IMPAIRED CLASSES."

C. DISCLOSURE STATEMENT ENCLOSURES

Accompanying this Disclosure Statement are copies of:

1. The Order of the Bankruptcy Court approving, among other things,
this Disclosure Statement;

2. The notice of the time for filing acceptances or rejections of
the Plan, as well as the date, time and place of the Hearing to consider
confirmation of the Plan and related matters, and the time for filing any
objections to confirmation of the Plan; and

3. Schedules containing information regarding leases and contracts
that will be assumed and assigned to the REIT or the REIT Designee upon the
Effective Date.

D. VOTING PROCEDURES, BALLOTS AND VOTING DEADLINES

If you are a holder of an Impaired Allowed Claim, (I.E. the REIT or a
holder of a Class 4A or 4B Unsecured Claim) a Ballot has been included with the
Disclosure Statement. After carefully reviewing this Disclosure Statement,
please indicate your acceptance or rejection of the Plan by voting in favor of
or against the Plan on the enclosed Ballot. Please complete and sign your
original Ballot (copies will not be accepted) as described below.

- --------------------------------------------------------------------------------
(4) Section 1124 of the Bankruptcy Code provides, in part, that a class of
claims or interests is "impaired" under a plan unless for each claim or interest
of such class, the plan "leaves unaltered the legal, equitable, and contractual
rights to which such claim or interest entitles the holder of such claim or
interest."

- 5 -

<PAGE>

FOR YOUR BALLOT TO BE COUNTED, THE ORIGINAL BALLOT MUST BE COMPLETED
AS SET FORTH ABOVE AND RECEIVED EITHER BY HAND, BY MAIL, OR BY OVERNIGHT
DELIVERY SERVICE AT THE FOLLOWING ADDRESSES NOT LATER THAN 5:00 P.M., EASTERN
STANDARD TIME, ON ____________, 1996:

If by mail:

DONLIN, RECANO & CO., INC.
Re: Rockefeller Center Properties, ET AL.
P.O. Box 2034
Murray Hill Station
New York, New York 10156

If by hand or overnight delivery service:

DONLIN, RECANO & CO., INC.
Re: Rockefeller Center Properties, ET AL.
419 Park Avenue South, Suite 1206
New York, New York 10016

If you have any questions regarding the procedure for voting your
Claim, please contact:

TOGUT, SEGAL & SEGAL
Bankruptcy Attorneys for the Debtors
One Penn Plaza - Suite 3335
New York, New York 10119

Attn: Albert Togut, Esq.
Frank A. Oswald, Esq.

ANY BALLOT THAT IS EXECUTED BUT DOES NOT SPECIFY ACCEPTANCE OR REJECTION OF THE
PLAN WILL BE DEEMED TO BE AN ACCEPTANCE OF THE PLAN.

E. HEARING ON AND OBJECTIONS TO CONFIRMATION

1. CONFIRMATION HEARING

The hearing on confirmation of the Plan has been scheduled for
March ___, 1996 at _______, or as soon thereafter as counsel may be heard
("Confirmation Hearing"), before the Hon. Prudence Beatty Abram, Bankruptcy
Judge, in Room 617, United States Bankruptcy Court, One Bowling Green, New
York, New York 10004-1408.

2. DATE SET FOR FILING OBJECTIONS TO CONFIRMATION

The date and time by which all objections to confirmation of the Plan
must be filed with the Bankruptcy Court and

- 6 -

<PAGE>

received by the parties listed in the Notice of the Confirmation Hearing has
been set at 5:00 p.m., Eastern Standard Time, on March ___, 1996. The failure
of any person or entity to file and serve timely objections shall preclude such
person or entity from objecting to confirmation of the Plan.

F. RECOMMENDATION

THE PROPONENTS AND THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS (THE
"COMMITTEE") BELIEVE THAT CONFIRMATION OF THE PLAN IS DESIRABLE AND URGE
CREDITORS ENTITLED TO VOTE TO ACCEPT THE PLAN. The Plan provides for a fair
distribution to all Classes of Creditors and for most creditors, payment, in
cash, in an amount equal to the full amount of their Allowed Claims (plus Post-
Commencement Date interest). Any alternative to confirmation of the Plan, such
as forced liquidation or attempts by a party in interest, other than the
Proponents, to file a plan, would result in significant delays, litigation, and
cost.

II. HISTORY OF THE DEBTORS

A. GENERAL BACKGROUND

RCP and Associates are owners of certain commercial properties that
form part of the complex known as Rockefeller Center. The Center, constructed
in the 1930's, was the first real estate project in the world to encompass
offices, retail space, entertainment and restaurants in one integrated
development. The 12 original buildings in Rockefeller Center ("Landmarked
Properties") received landmark status by the New York City Landmarks
Preservation Commission in 1985. The Center was designated a national landmark
in 1988.

The Debtors' ownership of Rockefeller Center includes, in addition to
12 buildings and connecting concourses, a parking garage, public spaces, an ice
skating rink and a 6,000 seat theater and entertainment complex (better known as
Radio City Music Hall); this integrated combination offers offices, retail
space and public amenities in the heart of Manhattan between Fifth Avenue and
the Avenue of the Americas, and between 48th and 51st Streets(5).

- --------------------------------------------------------------------------------
(5) In particular, the Debtors own the following structures and most of
the land beneath them: (i) 1270 Avenue of the Americas including Radio City
Music Hall; (ii) 50 Rockefeller Plaza (also known as the Associated Press
Building); (iii) 630 Fifth Avenue (also known as the International Building);
(iv) 620 Fifth Avenue (also known as the British Empire Building); (v) 610
Fifth Avenue (also known as the La Maison Francaise Building), (vi) One
Rockefeller Plaza; (vii) Ten

- 7 -

<PAGE>

B. HISTORICAL BACKGROUND

Prior to, and at the beginning of, 1985, the Rockefeller Family Trusts
(the "Rockefeller Trusts") owned 100% of RGI. At that time, and indeed from the
time the Landmarked Properties were originally constructed in the 1930s, title
to the real estate underlying the majority of the Landmarked Properties was
owned by the Trustees of Columbia University ("Columbia"); that real estate was
leased to RCP's predecessor-in-interest, which operated the Landmarked
Properties pursuant to a ground lease agreement dated October 1, 1928, as
amended, between Columbia, as lessor, and RGI, as lessee (the "Columbia Lease").
RCP's partners at the time were RGI and RCMHP.

In February 1985, Associates was formed to purchase the fee estate
from Columbia, and Associates thereby became the landlord under the Columbia
Lease. The general partners of Associates are RGI and RCMHP, each with a 49%
general partnership interest, and a 1% limited partnership interest,
respectively.

In September 1985, RGI and RCMHP, the existing partners of RCP (which,
until then, owned the tenants' interests in the Columbia Lease) contributed 99%
of their partnership interests in RCP to Associates. As a result, Associates
obtained a 99% general partnership interest, and RGI and RCMHP each retained a
1/2% general partnership interest in RCP. RCP, as reconstituted, continued to
own the tenant's interest in the Columbia Lease as well as the right to operate
the buildings that form the Landmarked Properties. Thus, the Rockefeller Trusts
were, at that time, the ultimate beneficial owners of the Landmarked Properties.

- --------------------------------------------------------------------------------
Rockefeller Plaza; (viii) 1230 Avenue of the Americas (also known as the Simon
& Schuster Building); and (ix) 600 Fifth Avenue (also known as the Manufac-
turers Hanover Building; a portion of the land under this building is leased
from The Minister, Elders and Deacons of the Reformed Protestant Dutch Church of
the City of New York.) The Debtors also own fee title to certain condominium
units comprising a portion of the following structures: (i) 30 Rockefeller
Plaza (also known as the GE Building); (ii) 1250 Avenue of the Americas (also
known as the GE West Building); and (iii) NBC Studio Building. The remaining
condominium units in those 3 structures are owned by the New York City
Industrial Development Agency ("NYCIDA"), which leases such remaining
condominium units to RCP. Associates also retains a reversionary interest in
NYCIDA's units. RCP also owns the fee and building located at 1256 Avenue of
the Americas, New York, New York. Radio City Music Hall is leased by RCP, as
landlord, to RCMHP, as tenant, pursuant to a Lease dated July 1, 1982.

- 8 -

<PAGE>

The REIT was created in 1985 and it raised $1.3 billion (gross of
costs, fees and expenses) was raised by selling common stock and convertible
debentures. The REIT loaned the net proceeds thereof to RCP and Associates on
defined secured terms. The loan proceeds were used to pay, among other things,
underwriting commissions and selling expenses, capital and other improvements to
the Landmarked Properties, and the existing debt incurred from the purchase of
the Columbia Lease; the remaining balance of the loan proceeds went to the
Rockefeller Trusts and other related shareholders, which continued to own 100%
of RGI and thus, the Landmarked Properties.

Four years later, in 1989, Mitsubishi Estate Company, Limited ("MEC")
entered into a stock purchase agreement with the Rockefeller Trusts and other
existing shareholders to purchase what ultimately became eighty (80%) percent of
RGI's outstanding stock.(6) MEC paid approximately $1.4 billion to the
Rockefeller Trusts for the RGI stock. After the RGI stock sale, the Rockefeller
Trusts and related interests continued to own twenty (20%) percent of RGI. RGI
is the managing general partner of each of the Debtors.

C. OPERATION OF THE LANDMARKED PROPERTIES

Associates is the fee owner of most of the land underlying the
Landmarked Properties at Rockefeller Center, and leases the land and the
buildings and other improvements to RCP pursuant to two ground leases: the
Columbia Lease, which expires on September 30, 2015; and the RGI Lease(7),
which expires on December 31, 2000 (jointly, the "Ground Leases"). The annual
rent
- --------------------------------------------------------------------------------
(6) In addition to the land and 12 Landmarked Properties owned by the
Debtors, MEC's purchase of RGI included the following assets, among others, that
are not included within the Chapter 11 cases: cash, a 100% interest in the Time
Life building, an 80% interest in Cushman & Wakefield, a 55% interest in the
McGraw-Hill building, Radio City Music Hall Productions Inc., Rockefeller Group
Telecommunications, Inc., Rockefeller Center Management Corporation, Rock Plaza
West, and a majority interest in an industrial park in Morris County, New
Jersey.

(7) The RGI Lease means that certain lease dated as of June 16, 1949, and
the leasehold estate created thereby, made by Rockefeller Center, Inc. (as
predecessor in interest to Associates with respect to such lease), as lessor, to
Massachusetts Mutual Life Insurance Company (as predecessor in interest to RCP
with respect to such lease), as lessee, as amended by agreements dated September
27, 1949, May 15, 1963 and October 15, 1979, pursuant to which lease is demised
the land underlying a portion of the Manufacturers Hanover Trust Building at 12
West 49th Street.

- 9 -

<PAGE>

payable under the Ground Leases by RCP to Associates is $13,130,000. RCP is
primarily responsible for operating the Landmarked Properties, and employs
approximately 630 hourly, and 150 salaried, employees. There are more than
530 commercial tenants leasing space in the Landmarked Properties. The
Debtors' tenants include prominent entities in advertising, electronics,
entertainment, finance, manufacturing, publishing, law, and transportation.
The Debtors' principal income is derived from the rents received under lease
agreements with their tenants.

Prior to and since the Commencement Date, all tenant services have
been performed by Rockefeller Center Management Corporation ("RCMC"), a
subsidiary of RGI, pursuant to a management contract between RCMC and RCP. RCMC
was responsible for the maintenance of all building operating and environmental
systems, engineering, energy conservation, security, parking garage, cleaning,
maintenance of an extensive public art program, security, fire safety, renting,
finance and public relations, and events such as the annual lighting of the
Christmas Tree. After the Commencement Date, RCMC continued as managing agent,
consistent with the Debtors' prior ordinary business operations. In addition,
certain special administration functions required by the Debtors are provided by
and/or through RGI and its employees (I.E., certain in-house legal and
accounting services, insurance, etc.).

D. THE REIT AND THE REIT LOAN

The REIT is a public company which was incorporated on July 17,
1985(8) that elected to be treated, for Federal income tax purposes, as a real
estate investment trust under the Internal Revenue Code of 1986, as amended. On
September 19, 1985, the REIT issued 37.5 million shares of publicly traded
common stock (the "Common Stock") in an initial public offering underwritten by
Goldman Sachs & Co. Simultaneously with the offering of the Common Stock, the
REIT issued Current Coupon Convertible Debentures due 2000 and Zero Coupon
Convertible Debentures due 2000 (collectively, the "Convertible Debentures")
underwritten by Goldman Sachs International Corp. and Shearson Lehman Brothers,
Inc.

The net proceeds of the initial Common Stock offering and the
offerings of Convertible Debentures were used by the REIT to make the previously
mentioned convertible, participating loan

- --------------------------------------------------------------------------------
(8) The REIT is an unrelated third party. RGI and certain of its non-
debtor affiliates own approximately 150,000 shares of the publicly traded common
stock of the REIT.

- 10 -

<PAGE>

to RCP and Associates in the face amount of $1.3 billion (the "REIT Loan").

The REIT Loan was made pursuant to a loan agreement dated September
19, 1985 (as amended, the "Loan Agreement"). The REIT Loan is evidenced by two
notes (jointly, as amended, the "Note"), that mature on December 31, 2007 and
which provide for both base interest ("Base Interest") and additional interest
through December 31, 2000, and for floating interest rates thereafter.(9) Base
Interest is payable quarterly at stated annual interest rates ranging from
7.215% (for 1985 and 1986) to 8.43% (for the year 2000).

Since the inception of the obligation, the REIT Loan has been secured
by an assignment of rents and leasehold mortgages in the aggregate amount of
approximately $44.8 million which were assigned to the REIT, consolidated,
spread and recorded as a first mortgage lien against the buildings and land that
constitute the Landmarked Properties. Until September 6, 1994, the REIT Loan
also was secured by an unrecorded mortgage on the Landmarked Properties in the
amount of approximately $1.255 billion. On September 6, 1994, the REIT recorded
this mortgage at a recording tax cost of approximately $34.5 million, paid by
RGI on behalf of the Debtors.

In accordance with the provisions of the Loan Agreement, RGI, on
behalf of the Debtors, maintained, for the benefit of the REIT, certain letters
of credit (the "Letters of Credit"). As of the Commencement Date, the Debtors
had fulfilled all of their obligations under the Loan Agreement and otherwise,
including, without exception, the timely payment of interest. After the
Commencement Date, on or about May 30, 1995, the REIT drew upon the Letters of
Credit thereby receiving $50 million, which was an amount sufficient to fully
satisfy the Debtors' payment obligations under the REIT Loan at the end of May
and August 1995, and to partially satisfy approximately $20 million due at the
end of November 1995.

- --------------------------------------------------------------------------------
(9) In accordance with the terms of the REIT Loan, at the REIT's option
(the "Equity Option"), the REIT Loan is convertible on December 31, 2000 (the
"Equity Conversion Date"), or, if an event of default under the Loan Agreement
has occurred and is continuing, any earlier date specified by the REIT, into a
71.5% general partnership interest in a partnership, which will be created upon
conversion, and which will then own the Landmarked Properties. If the Equity
Option is not exercised, the REIT Loan will bear interest at a rate equal to the
three month London Interbank Offered Rate plus a spread of 1/4% or in certain
circumstances up to 1%. After the Equity Conversion Date, if the Equity Option
has not been exercised, the REIT Loan can be prepaid without premium or penalty.

- 11 -

<PAGE>

E. THE DEBTORS' CASH SHORTFALLS

In 1985, it was projected that rents from the Landmarked Properties
would be insufficient to pay all operating expenses, taxes, capital expenditures
and debt service until some time in 1994, and that the aggregate deficit would
be approximately $251 million. It was also projected that by 1994, the
Landmarked Properties would become and remain profitable from that time forward.
Instead, rents increased only modestly; actual losses through the Commencement
Date exceeded $625 million of which $53 million was sustained since January 1,
1995.

Having failed to reach agreement with the REIT to restructure the
Debtors' obligations to the REIT, RGI concluded that placing the Debtors under
the protections afforded by Chapter 11 was appropriate, and the commencement of
these cases was authorized. The Chapter 11 petitions were filed on May 11, 1995
and referred to Bankruptcy Judge Prudence Beatty Abram.

III. HISTORY OF THE DEBTORS' CHAPTER 11 CASE

After the Commencement Date, and in accordance with Sections 1107(a)
and 1108 of the Bankruptcy Code, the Debtors continued to operate their
businesses and manage their properties as debtors-in-possession. No trustee or
examiner has been appointed, nor has any motion for a trustee or examiner been
made. On May 22, 1995, the Committee was appointed by the United States
Trustee; the Committee was reconstituted on September 1, 1995, and, as of the
date hereof, consists of the following members:

CREDITOR NAME REPRESENTATIVE
------------- --------------

E-J Electric Installation Co. J. Robert Mann, Jr., Esq.
46-41 Vernon Boulevard
Long Island City, NY 11101

Brumbaugh, Graves, James J. Maune, Esq.
Donohugh & Raymond
30 Rockefeller Plaza
New York, NY 10112

Chadbourne & Parke Kenneth Coleman, Esq.
30 Rockefeller Plaza
New York, NY 10112

Lehr Construction Corp. Morton Reiner, President
902 Broadway
New York, NY 10010

- 12 -

<PAGE>

The Committee retained Schulte Roth & Zabel as its attorneys and Deloitte &
Touche as its accountants.

A. SIGNIFICANT EVENTS DURING THE CHAPTER 11 CASE

1. USE OF CASH COLLATERAL

The rents of the Landmarked Properties are part of the collateral
package for the REIT's loan; the rents, therefore, constitute "cash collateral"
within the meaning of Section 363 of the Bankruptcy Code. The Debtors required
the rent proceeds to fund operations in the ordinary course of business during
the Chapter 11 cases, and so it was necessary for the Debtors to obtain
Bankruptcy Court authorization to use the rents received for working capital.
Concurrently with the commencement of the Chapter 11 cases, the Debtors filed a
motion with the Bankruptcy Court to use rent collections immediately. The
Debtors' request was considered at a May 12 hearing. During the hearing, the
Debtors and the REIT reached an agreement, and entered into a Stipulation that
was "So Ordered" by the Bankruptcy Court, that permitted the Debtors' use of
cash collateral for approximately 30 days, to June 9, 1995.

The Debtors thereafter filed a motion for an order authorizing the use
of cash collateral rents through December 31, 1996. An agreement was reached
and a consent order was entered by the Bankruptcy Court on June 9, 1995,
authorizing the Debtors to use the rent proceeds through year-end 1995.
Recently, a new agreement was reached with the REIT (and Chemical Bank),
memorialized in a Consent Order issued December 6, 1995, for the Debtors'
continued use of cash collateral for the period January 1, 1996 through the
earlier of (i) substantial consummation of the Plan or (ii) April 30, 1996.
Should it become necessary, the Debtors will seek an extension of their right to
use cash collateral to protect the Landmarked Properties.

The Debtors also obtained debtor-in-possession financing ("DIP
Facility") of up to $80 million from Chemical Bank ("Chemical") approved by the
Bankruptcy Court on October 30, 1995.

2. REIT'S FIRST ATTEMPT TO TERMINATE DEBTORS'
EXCLUSIVE PERIOD TO FILE A REORGANIZATION PLAN

Section 1121 of the Bankruptcy Code grants a debtor an exclusive
period of 120 days from the Commencement Date (the "Filing Period") within which
to file a proposed plan of reorganization, unless such exclusive period is
reduced or extended by Court order. On May 30, 1995, 19 days after the
Commencement Date, the REIT filed a motion to terminate the Debtors' exclusive
Filing Period.

- 13 -

<PAGE>

The Debtors opposed the REIT's motion, as did the Committee and RGI.
Following an evidentiary hearing on June 9, 1995, the Bankruptcy Court denied
the motion and continued the Debtors' 120-day exclusive Filing Period.

3. TAX SETTLEMENT

On or about June 28, 1995, the Debtors obtained Bankruptcy Court
approval of a tax certiorari settlement with The City of New York, which
resulted in a reduction of real property tax assessments against the Landmarked
Properties covering the tax years 1989/90 through 1995/96 of nearly $38 million,
with a net benefit to the Debtors, before attorneys' fees and tenant refunds, of
approximately $31 million. This settlement resulted in the reduction and full
satisfaction of the July 1995 tax bill (approximately $18 million, reduced from
approximately $21 million) and the right to cash refunds (at the Debtors'
election) in September 1995(10) and September 1996 of approximately $4.9 million
in each year or a credit of $9.8 million in January of 1996.

A portion of these tax savings is subject to the interests of (i) the
NYCIDA (approximately $6 million) and (ii) certain former and current tenants of
the Debtors and others who paid for tax increases (usually in the form of rent
escalations under existing leases (approximately $14.1 million before
credits/offsets available to the Debtors plus approximately $2.1 million owed to
RGI and RCMHP)).

Prior to executing the settlement agreement with The City, the Debtors
obtained the consent of the REIT and the Committee, and thereafter obtained
Bankruptcy Court approval, to enter into and consummate the settlement. The
Debtors' special tax counsel's contingency fee was fixed at 7.5% of the NET tax
savings realized by the Debtors, or approximately $2.5 million (including
advances of $90,000), plus disbursements. The Debtors, with the consent of the
REIT, elected to take the tax credit option.

4. DIP FINANCING

Prior to the tax settlement with The City, the Debtors projected that
there would be a substantial working capital need for a DIP Facility to
supplement rental income. Negotiations with lenders, which began prior to the
Commencement Date, culminated in a term sheet and credit agreement with
Chemical, subject to Bankruptcy Court approval, pursuant to which Chemical
agreed

- --------------------------------------------------------------------------------
(10) The Debtors' time to elect was extended from time to time pursuant to
an agreement with The City and the consent of the REIT.

- 14 -

<PAGE>

to provide the Debtors up to $80 million (in the form of loans and letters of
credit), as needed, secured by a priming lien and entitled to super-priority
claim status pursuant to Section 364 of the Bankruptcy Code. The proceeds of
the DIP Facility were to be used primarily for tenant improvements, landlord
construction and real estate taxes due in 1996.

The Debtors moved in the Bankruptcy Court to approve the DIP Facility.
The hearing to consider the DIP Facility motion was originally scheduled to be
held on June 29, 1995. However, as a result of the tax certiorari settlement,
the Debtors' revised budget, dated as of June 28, 1995 ("June 28 Budget"),
showed that there were sufficient cash resources, without the DIP Facility, to
meet post-petition obligations, including tenant improvements, broker
commissions and capital expenditures, through at least October 1995. Given
these developments, the DIP Facility motion was further adjourned. The Debtors
refined their cash projections and forecasts in a revised budget dated September
27, 1995, and because their loan commitment from Chemical was due to expire
on November 1, 1995, the hearing to approve the DIP Facility commenced on
October 17. All responses and/or objections to the DIP Facility made by the
REIT and others were satisfactorily addressed by the Debtors and Chemical
(resulting in various modifications to the relevant loan documents) prior to the
conclusion of the DIP Facility hearing held on October 30 when the Bankruptcy
Court signed an Order approving the same. The DIP Facility will continue
through the earlier of substantial consummation of the Plan or December 31,
1996.

5. PRE-PETITION PERSONAL INJURY ACTIONS (TORT
CLAIMS/INSURANCE COVERAGE ANALYSIS)

As of the Commencement Date, more than 100 pre-petition Tort Claim
actions (I.E., claims relating to or arising from, personal injury, wrongful
death or other similar claims) were pending naming one or both of the Debtors as
defendant. A list of these actions was included in each of the Debtors'
Schedules. A description of the Tort Claims for which proofs of claim have been
filed against either or both of the Debtors is provided below.

Prior to the Commencement Date, the Debtors' general liability (and
worker's compensation) insurance was provided under policies, obtained by RGI on
behalf of itself and its affiliates, underwritten by (i) Travelers Insurance for
the period January 1, 1972 through March 1, 1988; (ii) Liberty Mutual for the
period March 1, 1988 through March 1, 1995; and (iii) AETNA for the period
March 1, 1995 to March 1, 1996. Each of these policies provided general
liability coverage of up to $1 million. Under these policies, the insureds (RGI
and the additional named insureds) are responsible for a deductible of up

- 15 -

<PAGE>

to $500,000 per claim (depending upon which policy year is applicable) plus
certain administrative expenses of the carrier. For claims exceeding
$1 million, umbrella coverage is available to the insureds under various other
policies ranging in amounts of up to $200 million depending upon the policy
year. The Debtors have never had to pay a Tort Claim out of the umbrella
coverage.

Approximately 200 proofs of claim filed in the Chapter 11 cases
allegedly arise from Tort Claims alleged to have been suffered by claimants for
which RCP and/or Associates are allegedly liable. The proofs of Tort Claims
aggregate approximately $64 billion of the approximately $68 billion in total
claims filed in the Chapter 11 cases.

The Debtors had listed in each of their Schedules all known alleged
Tort Claims against them as disputed, unliquidated, and/or contingent, and the
analysis of the proofs of Tort Claims actually filed reveal that most of them
had been asserted despite the fact that such claims were the responsibility of
non-debtor parties (i.e. tenants who have indemnified the Debtors, etc.). As
for example, 61 Tort Claims, in an aggregate amount of $61.9 billion
(collectively, the "Asbestos Claims"), were filed by the same law firm on behalf
of 30 claimants who are plaintiffs in a pre-petition asbestos action against the
Debtors and others (plus one other individual who is not a named plaintiff).
Each claim is for $1.014 billion. NBC, the largest tenant in the Landmarked
Properties, through its insurer, is defending the Debtors against these claims
pursuant to the applicable provisions of the NBC lease, and it is fully expected
by the Debtors that any judgment rendered in favor of the asbestos claimants
will be completely satisfied by the NBC insurance. Recently, the Debtors and
the holders of the Asbestos Claims, by their respective counsel, entered into a
Stipulation which provides that all of the Asbestos Claims will be waived in the
bankruptcy cases; the automatic stay will be modified for the state court
action to proceed as against the Debtors provided any recovery is limited to
NBC's insurance.

Prior to the Commencement Date, the Debtors were successful in either
defeating Tort Claim actions or substantially reducing the amounts sought by
plaintiffs. Based upon the experience of the Debtors in settling or litigating
Tort Claims, the Debtors believe that the Allowed Amount of the Tort Claims will
be a tiny fraction of the amount originally claimed. The pending actions have
been stayed by the Chapter 11 filings.

There are many other similar situations where the proof of Tort Claim
asserted against the Debtors is a claim for which a third party, and not the
Debtors, are, or will ultimately be, the party responsible for such Claim.

- 16 -

<PAGE>

A large block of Tort Claims, aggregating approximately $975 million,
has been asserted against Associates and there is a significant body of
applicable non-bankruptcy case law which has held that Associates, as an out-of-
possession landlord with no duty to repair or maintain the Landmarked
Properties, has no liability for such claims, as a matter of law. It also
appears that approximately $40 million of Tort Claims are time-barred by the
applicable statute of limitations. As to the balance of the proofs of Tort
Claims asserted against RCP, totalling approximately $916 million, those claims
are all disputed by the Debtors on various grounds, including that they are for
grossly excessive amounts.

An inordinate amount of time would be required to estimate these Tort
Claims. The Debtors filed a motion with the Bankruptcy Court dated November 17,
1995 objecting to Tort Claims ("Tort Claims Motion") and seeking, among other
things, to expunge certain Tort Claims and that the Court determine that each
holder of a Tort Claim not be entitled to vote for or against the Plan; this
relief is justified because the Tort Claims, to the extent they become Allowed
Claims, will be paid in full under the applicable insurance policies and the
Plan.

The Tort Claims Motion also provided a full description of the
Debtors' pre-petition insurance coverage (I.E., name of insurance carrier,
policy limits, deductibles, etc.) and the cash or collateral (i.e., letters of
credit) reserves established and maintained by the insurance carriers for the
Tort Claims. Reserves are currently being held by the insurance carriers in the
aggregate amount of approximately $8,170,000 and based upon the Debtors'
experience over the years in handling similar claims, it is expected that such
reserves will be sufficient to fully satisfy all of the Tort Claims, if any,
that become Allowed Claims. Pursuant to the Plan, the ultimate amount of each
of the Tort Claims, to the extent not previously settled, expunged or waived,
will be liquidated in the appropriate administrative or judicial tribunal(s) or
through settlement negotiations. In the unlikely event such reserves are
insufficient, such Claims will be paid in accordance with the Plan as Class 4A
or 4B Claims.

The Debtors' insurance coverage is enormous. The reserves established
for such claims have always been more than adequate to satisfy claims similar to
the Tort Claims which are ultimately quantified either by settlement or
judgment. Thus, the Debtors submit that the proposed treatment for the holders
of Tort Claims under the Plan in no way prejudices their rights to receive full
payment on the ultimate allowed amount of their respective Tort Claims.

The hearing to consider the Tort Claims Motion was adjourned and is
currently scheduled for February 1, 1996. None of the holders of Tort Claims
who responded (formally or infor-

- 17 -

<PAGE>

mally) to the Tort Claims Motion had an objection to such claims being
temporarily disallowed for voting purposes, with one exception, and that
objection was consensually resolved.

6. CLAIMS AGAINST THE DEBTORS --
RECOURSE VS. NON-RECOURSE; BAR DATE

a. GENERAL

As set forth in the Schedules filed by each of the Debtors, in
addition to the Claim of the REIT, there are additional pre-Commencement Date
Claims against, and known to, the Debtors which are addressed by the Plan.
These include Secured Claims, unsecured priority Claims, and unsecured non-
priority Claims. Certain of these Claims are disputed (in whole or in part),
contingent (as to the Debtors liability) and/or unliquidated, and, therefore,
undetermined in amount.

Because the Debtors are partnerships, it is generally relevant whether
a Claim is a recourse or a non-recourse Claim because if a recourse Claim is not
satisfied by the debtor partnership, the claimant may seek payment of its Claim
against the debtor from the general partners in the debtor partnership under
applicable non-bankruptcy law. Non-recourse Claims may not be asserted against
the general partners. Generally, unless a creditor has agreed, contractually or
otherwise, to forego its rights against the non-debtor general partners in the
partnership (i.e., waive its recourse rights), the creditor may look to such
general partners to satisfy its Claim if the partnership cannot or does not
satisfy such Claim.

b. ASSOCIATES

(1) SECURED CLAIMS OR PURPORTED SECURED CLAIMS

In addition to that portion of the REIT's Claim which is secured, as
agreed to by the parties or as otherwise determined in accordance with Section
506(a) of the Bankruptcy Code, as of the date hereof, there are approximately
forty-two (42) entities known to the Debtors having asserted purported pre-
petition secured claims in the aggregate amount of approximately $830,850 plus
unliquidated amounts. The vast majority of these Claims are for mechanics liens
which have been recorded against the Landmarked Properties. Approximately
$140,000 represents mechanics liens recorded prior to the recordation of the
REIT's mortgage on September 6, 1994. Accordingly, they are treated under the
Plan as secured Claims. There are also three (3) additional mechanic liens
recorded against both Debtors in the aggregate amount of $193,892. All of these
purported Claims are disputed and contingent because they may be the
responsibility of

- 18 -

<PAGE>

an individual tenant or tenants and the Debtors' are investigating the validity
and enforceability of such Claims.

(2) PRIORITY CLAIMS

As stated in its Schedules, there are no known valid Priority Tax
Claims or other Priority Claims against Associates.

(3) NON-PRIORITY, UNSECURED CLAIMS

With the exception of disputed, contingent and unliquidated Tort
Claims arising from pre-petition personal injury actions or other litigation,
and the Claim of Rockefeller Group Capital Corp., an affiliate of RGI, for loans
and advances in the sum of approximately $84 million, there are no known valid
non-priority, general Unsecured Claims against Associates.

c. RCP

Most of the Claims asserted in these Chapter 11 cases (other than
Claims of the REIT) are against RCP.

(1) SECURED CLAIMS

In addition to the REIT's Secured Claim for which RCP is jointly and
severally liable with Associates, the Schedules, based upon the results of a
title abstract search conducted on or about July 24, 1995, identify
approximately [$116,000] of other Secured Claims against RCP consisting of
several recorded mechanics and/or judgment liens, as well as other purported
liens in undetermined amounts, all of which were filed after September 6, 1994.
Since that time, RCP is aware that additional mechanics' liens have been
recorded against it in the aggregate amount of approximately $599,400. RCP
currently disputes all such liens which are being investigated. In addition,
payments made on account of these Claims, if any, may be recoverable from
tenants, to the extent these Claims relate to tenant improvements for which the
tenants are responsible. The New York City Water Board has asserted a Secured
Claim of approximately $640,000 for unpaid pre-Commencement Date water and sewer
charges.

(2) PRIORITY CLAIMS

The known valid Priority Tax Claims asserted against RCP aggregate
approximately $285,000 and consist primarily of sales taxes owed to New York
State. However, approximately $30 million of additional Priority Tax Claims
have been filed, which are disputed by RCP in their entirety. As of the date
hereof, these Claims have been reduced by approximately $20 million as evidenced
by amended Claims filed by The City of New York Department of Finance.

- 19 -

<PAGE>

Following the payments made in furtherance of the order authorizing
the Debtors to pay pre-petition wages, there are no known valid remaining
Priority Claims owed to, or on account of, employees' wages or benefits.

(3) UNSECURED, NON-PRIORITY CLAIMS

It is estimated by the Debtors that the aggregate amount of Unsecured
Claims against RCP, excluding claims of RGI and its affiliates for loans and
advances is approximately $68.9 million and includes, but is not limited to
(i) commissions owed to (x) unaffiliated third-party real estate brokers in the
approximate amount of $4.8 million, and (y) brokerage commissions owed to RCMC
and Cushman & Wakefield, both RGI affiliates, in the respective approximate
amounts of $11.3 million and $84,000; (ii) current and former tenants for their
share of the refunds arising from the settlement of the tax certiorari
proceedings, estimated at approximately $16.2 million, including refunds due to
RGI and RCMHP (of which $____ million constitute Cure Payments); (iii) vendors
and other entities that provided goods and/or services to RCP in the estimated
amount of $11.2 million; (iv) renewal fees claimed for the concourses and
freight network which interconnect the Buildings comprising the Landmarked
Properties of approximately $3.1 million; (v) management fees owed to RCMC in
the approximate amount of $533,000; (vi) utility fees owed to Rockefeller Group
Telecommunications Services in the approximate amount of $38,000; and (vii)
claims of RGI and certain of its affiliates for sums other than loans or
advances in the amount of approximately $4,438,000. Not included above is the
Claim of Associates for unpaid ground rent in the approximate amount of
$7,039,000 or, except as noted above, Claims of current tenants under existing
leases in the aggregate estimated amount of approximately [$_____ MILLION] which
are treated as Cure Payments under the Plan.

d. RECOURSE VS. NON-RECOURSE

The aggregate amount of pre-petition non-recourse Claims is estimated
at approximately $13.8 million (of which approximately $13.5 million relates to
tenant improvement claims and $300,000 relates to brokerage commission claims)
and includes those creditors which are parties to agreements containing
provisions waiving recourse. Pursuant to the Plan, holders of both general
unsecured Recourse Claims and Non-Recourse Claims will be treated equally (i.e.,
payment of 100% of their Allowed Claims, plus interest from the Commencement
Date).

e. CLAIMS BAR DATE

The Bankruptcy Court entered an Order on August 8, 1995 ("Bar Date
Order") which fixed September 13, 1995 as the last day ("Bar Date") for the
filing of proofs of Claims for Claims which

- 20 -

<PAGE>

arose prior to the Commencement Date; the Court also approved the notice of the
Bar Date ("Bar Date Notice") which was sent to all known creditors.

Donlin, Recano was authorized by the Court to act as the official
claims agent in these cases. Donlin, Recano mailed a copy of the Bar Date
Notice to each known creditor listed in the Debtors' Schedules together with a
proof of claim form. The Bar Date Notice was also published in national
editions of THE NEW YORK TIMES and THE WALL STREET JOURNAL.

Following the expiration of the Bar Date, the Debtors began to
reconcile Claims with the information contained in their books and records and
have begun to object to certain of those claims which are excessive or improper.
The Debtors have filed motions seeking to expunge, reduce and/or reduce and
reclassify Claims. Any creditor having a disputed, unliquidated or contingent
Claim was required by the Bar Date Order to file a proof of Claim; any such
creditor who failed to do so by the Bar Date is not entitled to receive a
distribution under the Plan.

7. EXECUTORY CONTRACTS, TENANT LEASES
AND OTHER UNEXPIRED LEASES

The Debtors are parties to hundreds of pre-Commencement Date executory
contracts, Tenant Leases and other unexpired leases which were identified in
Schedule G of each of the Debtors' Schedules. Pursuant to the Assumption and
Assignment Motion, the Debtors will assume and assign all Tenant Leases to the
REIT or the REIT Designee under the Plan.

In accordance with Section 365 of the Bankruptcy Code, if an executory
contract, Tenant Lease or an unexpired lease is to be assumed, all pre-
Commencement Date defaults under such contracts or leases must be cured. The
Debtors' estimate that the aggregate amount of Cure Payments owed to tenants,
including unpaid tenant improvements claims and real estate tax refunds due to
current tenants under current unexpired Tenant Leases, (which will be treated as
Administrative Expense Claims under the Plan) is approximately [$____ MILLION],
less any sums recouped by tenants or offsets available to the Debtors. The
treatment afforded to Tenant Leases, other unexpired leases and executory
contracts is set forth in Article VI of the Plan and, for Tenant Leases only, in
the Assumption and Assignment Motion. Because the Claims of tenants under the
Tenant Leases to be assumed and assigned will be treated as Administrative
Expense Claims under the Plan, holders of such Claims are not entitled to vote
on the Plan.

- 21 -

<PAGE>

8. EFFORTS TO FORMULATE PLAN AND REIT'S
SECOND MOTION TO TERMINATE EXCLUSIVITY

Despite the Debtors' repeated assurances after the Commencement Date
that they would propose a confirmable plan of reorganization before the end of
the Debtors' exclusive period to formulate a plan or reach a consensual
agreement with the REIT, for a second time before the end of the 180-day
exclusivity period provided for in Section 1121 of the Bankruptcy Code, the REIT
sought to terminate the Debtors' exclusive right to propose a reorganization
plan and to solicit acceptances to that plan. The Committee joined in the
motion to the limited extent of requesting that the Court terminate exclusivity
to permit each of the Debtors, the REIT, and Committee to file a plan.

The Debtors opposed the REIT's motion because of the harm that
granting such relief would have caused to the plan process in light of the
intense interest in the Landmarked Properties expressed by third parties, and
the desire of the Debtors and RGI to reach a consensual plan with the REIT which
would hopefully effect confirmation of the Plan prior to year-end, 1995. Before
expiration of the exclusivity period on September 12, 1995, RGI advised the REIT
and the Court of its determination not to retain any interest in the Landmarked
Properties. Since that time, RGI and the Debtors have sought agreement with the
REIT for an orderly transfer of the Landmarked Properties.

RGI and the REIT have been working toward an agreement which will
result in confirmation of a plan premised upon an orderly transfer of the
Landmarked Properties. Because full agreement could not be reached prior to the
November 7 expiration of exclusivity (which had been extended from September 12
pursuant to Orders of the Bankruptcy Court entered on consent of the REIT and
the Committee), and after consultation with the REIT, the Proponents filed a
reorganization plan on November 7, 1995 providing for transfer of the Landmarked
Properties to the REIT or the REIT Designee. The Debtors filed a motion to
extend exclusivity to solicit acceptances to the Plan which extension was
granted through January 9, 1996, pursuant to an Order entered on consent of the
REIT and the Committee dated December 6, 1995, and the Committee and the REIT
have consented to a further extension through February 9. On December 12, 1995
and January 22, 1996, the Proponents filed their first and second amended Plan,
respectively, which incorporated additional points of agreement reached with
relevant parties. The second amended Plan is subject to further change or
amendment based upon the outcome of current discussions regarding transition and
other issues, which changes will not affect the treatment of impaired Classes
under the Plan.

- 22 -

<PAGE>

IV. SUMMARY OF THE REORGANIZATION PLAN

The Proponents, the REIT [and the Committee] believe that the Plan
provides for maximum recoveries and the most equitable treatment for all
Creditors consistent with the mandates of the Bankruptcy Code and other
applicable law.

A. OVERALL STRUCTURE OF THE PLAN

THIS SECTION PROVIDES A SUMMARY OF THE STRUCTURE, CLASSIFICATION,
TREATMENT AND IMPLEMENTATION OF THE PLAN. THIS DISCLOSURE STATEMENT IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE PLAN ANNEXED TO THIS DISCLOSURE
STATEMENT AS EXHIBIT "1" AND ALL EXHIBITS ANNEXED THERETO.

The classification of, and distributions to holders in respect of,
Claims and Interests are described below. The Plan provides for the transfer of
ownership and operations of the Landmarked Properties to the REIT or the REIT
Designee. All Tenant Leases are to be assumed and assigned to the REIT or the
REIT Designee, and any defaults under the Tenant Leases (and other unexpired
leases and/or executory contracts) to be assumed and assigned will be cured on
the Effective Date or as soon thereafter as is practicable. Generally, under
the Plan, ALL holders of administrative, priority and unsecured claims which are
or become Allowed Claims will be paid, in cash, the full amount of their Allowed
Claim. Unsecured Allowed Claims will also receive interest which has accrued
since the Commencement Date at the New York legal rate (I.E., nine (9%) percent)
or as otherwise provided by agreement of the parties. The Plan further provides
that, at the Proponents option, any Allowed Claim may be paid at any time after
the Confirmation Date.

B. CLASSIFICATION AND TREATMENT
OF CLAIMS AND INTERESTS

In all cases, the treatment of any Claims and Interests (as described
below) may be modified as ordered by the Bankruptcy Court or agreed upon in
writing between the holder of the Claim or Interest and the Proponents, subject,
where necessary, to the approval of the Bankruptcy Court, after notice and a
hearing. The treatment of any Claim pursuant to the Plan shall be in full
settlement, release and discharge of, and in exchange for, such Claim or
Interest. The Confirmation Order shall be a judicial determination of the
discharge of all liabilities of the Debtors. Except as otherwise provided in
the Plan, upon confirmation of the Plan, the Debtors shall be deemed discharged
and released, pursuant to Section 1141(d)(1) of the Bankruptcy Code, from any
and all Claims.

- 23 -

<PAGE>

C. UNCLASSIFIED CLAIMS

1. ADMINISTRATIVE EXPENSE CLAIMS. Administrative
Expense Claims and Ordinary Course Administrative Operating Expense Claims
consist of those Claims (including Claims of Tenants under current Tenant
Leases) defined in Article I, Sections 1.1 and 1.38, respectively, of the Plan.

2. PRIORITY TAX CLAIMS. Priority Tax Claims consist of Claims
entitled to priority pursuant to Section 507(a)(8) of the Bankruptcy Code.

D. CLASSES OF CLAIMS AND INTERESTS

CLASS 1A: All other Priority Claims against RCP.

CLASS 1B: All other Priority Claims against
Associates.

CLASS 2A: The REIT Claim against RCP.

CLASS 2B: The REIT Claim against Associates.

CLASS 3A: Other Secured Claims against RCP.

CLASS 3B: Other Secured Claims against Associates.

CLASS 4A: Unsecured Claims against RCP.

CLASS 4B: Unsecured Claims against Associates.

CLASS 5A: RCP Equity Interests.

CLASS 5B: Associates Equity Interests.

E. IDENTIFICATION OF IMPAIRED AND UNIMPAIRED CLASSES

Unimpaired Classes of Claims (not entitled to vote on the Plan):

Classes 1A and 1B Priority Claims

Classes 3A and 3B Other Secured Claims

Classes 5A and 5B Equity Interests

- 24 -

<PAGE>

Impaired Classes of Claims and Interests (entitled to vote on the
Plan):

Classes 2A and 2B The REIT Claims
Classes 4A and 4B Unsecured Claims

F. AUTOMATIC DELETION OF UNOCCUPIED
CLASSES FOR VOTING PURPOSES

As of the Confirmation Hearing, any Class of Claims or Interests which
does not contain an Allowed Claim or an Allowed Interest (or a Claim or Interest
which is temporarily Allowed under Bankruptcy Rule 3018(a) for purposes of
voting on the Plan) will be deemed automatically deleted from the Plan for
purposes of voting on confirmation of the Plan.

G. TREATMENT OF CLAIMS AND INTERESTS

1. UNCLASSIFIED CLAIMS AGAINST THE DEBTORS

a. ADMINISTRATIVE EXPENSE CLAIMS

Administrative Expenses may include post-petition Claims (i) for goods
and services provided to the Debtors, (ii) for taxes by governmental
authorities, (iii) for Cure Payments under executory contracts, Tenant Leases
and other unexpired leases to be assumed and assigned to the REIT or REIT
Designee, (iv) for management fees and leasing commissions relating to operation
and leasing of the Landmarked Properties, and (vi) of employees terminated after
the Commencement Date, if any, who are entitled to severance pay in accordance
with the Debtors' employee benefit plans, as well as (x) fees payable to the
United States Trustee under 28 U.S.C. Section 1930 and (y) unpaid fees and
expenses for professionals retained by the Debtors or the Committee pursuant to
Section 327 of the Bankruptcy Code as approved by the Bankruptcy Court.

Except to the extent agreed upon in writing with the Debtors, or
otherwise ordered by the Bankruptcy Court, the holder of an Allowed
Administrative Expense Claim (other than holders of an Allowed Ordinary Course
Administration Claim) shall receive, on or before the Effective Date or the
date, after the Effective Date, on which the Administrative Expense Claim became
Allowed or such other time as authorized by Order of the Court, in full
settlement, release and discharge of such Allowed Administrative Expense Claim,
cash equal to the amount of such Allowed Administrative Expense Claim;
PROVIDED, HOWEVER, that after the Effective Date Allowed Ordinary Course
Administrative Operating Expense Claims shall be paid by the REIT or REIT
Designee in the

- 25 -

<PAGE>

ordinary course of business according to ordinary business terms or the terms
and conditions of any agreements relating thereto.

b. DISTRIBUTION

Holders of Allowed Administrative Expense Claims (other than Ordinary
Course Administrative Operating Expense Claims) shall be paid the amount of
their Allowed Claims from the Distribution Account. To the extent any Allowed
Ordinary Course Administrative Operating Expense Claim has not been paid as of
or prior to the Effective Date from the Cash Account, then the obligation to
satisfy such Claims shall be assumed and satisfied by the REIT or the REIT
Designee in accordance with the Plan and the applicable terms and conditions of
each agreement relating to such Claim or as otherwise agreed in writing by the
relevant parties.

The total amount of Allowed Administrative Expense Claims and Allowed
Ordinary Course Administrative Operating Expense Claims is undetermined as of
the date of filing of this Disclosure Statement but will be quantified
(estimated) and reported to the Court at or before the Confirmation Hearing.

c. PRIORITY TAX CLAIMS

Priority Tax Claims consist of Claims entitled to priority pursuant to
Section 507(a)(8) of the Bankruptcy Code.

Except to the extent that the holder of an Allowed Priority Tax Claim
agrees to a different treatment or as otherwise ordered by the Bankruptcy Court,
the holder of an Allowed Priority Tax Claim shall be paid cash in an amount
equal to the amount of such Allowed Priority Tax Claim on or before the
Effective Date or the date, after the Effective Date, on which such Priority Tax
Claim becomes an Allowed Priority Tax Claim, or as soon thereafter as is
practicable.

The Debtors estimate the principal amount of valid Priority Tax Claims
to be approximately $285,000.

2. CLASSIFIED CLAIMS AND INTERESTS
AGAINST THE DEBTORS

a. CLASSES 1A AND 1B: OTHER PRIORITY CLAIMS. Classes 1A and
1B Other Priority Claims consist of all Claims entitled to priority pursuant to
Section 507(a) of the Bankruptcy Code, other than Administrative Expense Claims
and Priority Tax Claims. Ordinarily, such Claims would include, among other
things, certain unsecured Claims for wages, salaries, or commissions, including
vacation, severance and sick leave pay earned within ninety (90) days before the
Commencement Date and subject

- 26 -

<PAGE>

to a maximum of $4,000 per individual, and certain unsecured Claims for
contributions to any employee benefit plans.

To the extent that Claim 1A and 1B Other Priority Claims are asserted
against the Debtors and are Allowed by a Final Order or otherwise, each holder
of an Allowed Claim in Class 1A and/or Class 1B shall be paid cash in an amount
equal to the amount of such Allowed Claim on or before (a) the Effective Date or
(b) the date after the Effective Date on which such Claim becomes an Allowed
Claim, or (c) as soon thereafter as is practicable.

Classes 1A and 1B Other Priority Claims are not impaired by the Plan;
therefore, under Section 1126(f) of the Bankruptcy Code, the Debtors are not
required, and do not intend, to solicit acceptances of the Plan from such
Classes.

As of the date hereof, there are no known valid Class 1A and Class 1B
Other Priority Claims. Other Priority Claims have been filed against the
Debtors by several employees and one of the unions representing RCP's employees
in the aggregate amount of approximately $218,000. The Debtors have filed a
motion seeking to expunge these claims on the grounds that all amounts due and
owing these creditors have been previously paid.

b. CLASSES 2A AND 2B: THE REIT CLAIMS. On the Effective Date
the REIT or, at the written instruction of the REIT, the REIT Designee shall
receive title to (i) the REIT Collateral subject only to those Claims, liens or
encumbrances listed on Schedule 4.2(b)(i) to the Plan, as the same may be
affected by the REIT Election and (ii) all Unencumbered Assets, in full
satisfaction, settlement, release and discharge of the Allowed REIT Claim as
against the Debtors' Estates. At the REIT's election, title to such of the REIT
Collateral as may be designated by the REIT shall remain and revest in
Associates subject to the REIT Mortgage. Such distributions shall be made in
accordance with the terms of Schedule 4.2(b)(ii) of the Plan.

Upon the completion of all of the transfers set forth in Section
4.2(b) of the Plan, subject only to the provisions of Section 11.11 of the Plan,
the REIT, as the holder of a Class 2A Claim or a Class 2B Claim pursuant to the
Plan, shall relinquish any and all claims against the Debtors, including a
Class 4A Claim or a Class 4B Claim, or rights to any other distribution from the
Debtors, but the REIT shall not relinquish any claims or rights against the REIT
Collateral under or pursuant to the REIT Notes or the REIT Mortgage, each of
which shall remain in full force and effect against the REIT Collateral, subject
only to the REIT Election.

- 27 -

<PAGE>

The Plan alters the legal, equitable and contractual rights of the
Allowed REIT Claims, and Classes 2A and 2B are impaired under the Plan.

c. CLASSES 3A AND 3B: OTHER SECURED CLAIMS. Except for Tenant
Mechanics' Liens that would otherwise be included in Class 3A or Class 3B, as to
each holder of an other Allowed Secured Claim, the Proponents may, at their
option and as to subparagraphs (i), (ii), or (iii) with the agreement of the
REIT and the REIT Designee, on or before the Effective Date (i) leave unaltered
the legal, equitable and contractual rights of the holder of an Allowed Claim in
Classes 3A and 3B, or (ii) notwithstanding any contractual provision or
applicable law that entitles the holder of an Allowed Claim in Classes 3A and 3B
to demand or receive accelerated payment from the Debtors after the occurrence
of a default, the Reorganized Debtors may cure any such default, other than a
default of a kind specified in Section 365(b)(2) of the Bankruptcy Code,
reinstate the maturity of such a Claim as such maturity exists before such
default, compensate the holder of such Claim for any damages incurred as a
result of any reasonable reliance by such holder on such contractual provision
or such applicable law, and otherwise leave unaltered the legal, equitable and
contractual right to which such Claim entitles the holder, all pursuant to
Section 1124 of the Bankruptcy Code, or (iii) the Debtors or Reorganized Debtors
may deliver to the holder of an Allowed Claim in Classes 3A and/or 3B the
property securing such Claim, in which event, the value of such holder's
interest in such property shall be determined (A) by agreement of the Debtors or
Reorganized Debtors and the holder of such Allowed Claim in Classes 3A and/or 3B
or (B) if they do not agree, by the Bankruptcy Court, or (iv) the Debtors or
Reorganized Debtors may pay, or cause to be paid, to the holder of an Allowed
Claim in Classes 3A and/or 3B, the amount of such Allowed Claim in Cash from the
Distribution Account in one or more payments. If the Proponents, with the
agreement of the REIT and the REIT Designee, elect the treatment afforded in
clauses (i), (ii), or (iii) of Section 4.3(b) of the Plan, such election shall
constitute a determination to assign the collateral for such claim to the REIT
or the REIT Designee, and the REIT or such REIT Designee shall assume and pay
all Allowed Ordinary Course Administrative Operating Expense Claims relating
thereto that are unpaid as of the Effective Date and perform thereafter all of
the Debtors' obligations on account of such Class 3A and/or 3B Claim. If the
Proponents and the REIT and the REIT's Designee do not agree upon any of the
foregoing alternatives (i), (ii), or (iii) and the Debtors or Reorganized
Debtors do not choose to implement alternative (iv), then the following shall
govern such Allowed Class 3A and/or 3B Claims: (x) to the extent such Claim is
not an Allowed Ordinary Course Administrative Operating Expense Claim, such
Claim shall be paid by the Debtors out of the Distribution Account on or prior
to the Effective Date or as soon thereafter as is practicable; (y) to the
extent such Claim is an Allowed

- 28 -

<PAGE>

Ordinary Course Administrative Operating Expense Claim, such Claim shall be paid
by the Debtors out of the Cash Account on or prior to the Effective Date or it
shall be assumed and paid by the REIT or the REIT Designee after the Effective
Date.

Classes 3A and 3B, other Secured Claims, are not impaired by the Plan;
therefore, under Section 1126(f) of the Bankruptcy Code, the Debtors are not
required, and do not intend, to solicit acceptances of the Plan from such
Classes.

d. CLASSES 4A AND 4B: UNSECURED CLAIMS.

(1) The Reorganized Debtors shall pay or cause to be paid
to each holder of an Allowed Claim in Class 4A and 4B, Cash from the
Distribution Account in an amount equal to one hundred (100%) percent of such
holder's Allowed Class 4A Claim or Allowed Class 4B Claim, plus interest, on
account of such Allowed Claim from the Commencement Date at the legal rate for
the State of New York (I.E., nine (9%) percent) or at such other rate as
provided for by agreement among the Debtors and the holder of such Allowed Class
4A or 4B Claim at any time after the Confirmation Date, but no later than (a)
the Effective Date or such later date on which such Claim becomes an Allowed
Claim, or (b) as soon thereafter as is practicable, or (c) such other date as
may be approved by order of the Bankruptcy Court, or (d) the date agreed to by
the Debtors and the holder of an Allowed Class 4A Claim or Allowed Class 4B
Claim as the case may be. No amounts other than the Allowed Claim, plus
interest, as specified in the Plan shall be paid on account of any Class 4A or
4B Claim.

(2) The known Class 4A and 4B Claims, as reflected in the
Debtors' books and records, are estimated to total approximately $68.9 million,
in addition to Allowed Tort Claims, which may become Allowed Claims, if any, in
an undetermined amount, not covered by insurance.

(3) TORT CLAIMS. All Tort Claims are disputed claims (see
full discussion of Tort Claims in Section III A.5 above). The holders of Tort
Claims shall not be entitled to vote to accept or reject the Plan unless
otherwise authorized by order of the Bankruptcy Court. Any Tort Claim evidenced
by a proof of Claim which was timely filed in the Chapter 11 Cases, which is not
determined and liquidated by agreement between the Debtors and such claimant or
order of the Bankruptcy Court, shall be determined and liquidated in the
administrative or judicial tribunal(s) in which it is pending on the Effective
Date or, if no action is pending on the Effective Date, in any administrative or
judicial tribunal of competent jurisdiction. Any Tort Claim determined and
liquidated pursuant to a judgment obtained in accordance with Section 4.4(c) of
the Plan and applicable non-bankruptcy law which is no longer appealable or
subject to review shall be deemed an Allowed Claim in Class 4A or Class 4B in
such

- 29 -

<PAGE>

liquidated amount and shall be satisfied in accordance with the Debtors'
insurance policies, to the extent applicable, that cover such Tort Claims or if
such policies are insufficient to cover such Tort Claims in full, then in
accordance with Section 4.4(b) of the Plan. The satisfaction and discharge of
each such Tort Claim also shall constitute a release and discharge of any cause
of action or Claim against the Proponents, the REIT and the REIT Designee
arising out of or related to the same occurrence as the Tort Claim. Nothing
contained in Section 4.4(c) of the Plan shall constitute or be deemed a waiver
of any defense, offset, counterclaim, claim, right, or cause of action that the
Debtors may have against any person connected with or arising out of any Tort
Claim. As stated, approximately $64 billion, plus unliquidated Tort Claims,
have been filed with the Bankruptcy Court against the Debtors, of which
approximately $61.9 billion have been waived pursuant to the Asbestos Claims
stipulation. The Debtors will continue their best efforts to fix the Allowed
Amount of Tort Claims.

(4) The RGI Claims are classified in Classes 4A and 4B of
the Plan. The holders of the RGI Claims have agreed to waive, relinquish and
release all of their rights to any distributions under the Plan in respect of
their Class 4A and 4B Claims. The Claims listed on Schedule 1.59 to the Plan
will receive distributions as holders of Allowed Claims in Class 4A or Class 4B.
The holders of the RGI Claims have agreed to accept the Plan.

The Debtors believe that holders of Allowed Unsecured Claims, in
Classes 4A and 4B, may be deemed to be impaired under the Plan notwithstanding
the proposed payment in full of such Allowed Claims plus post-Commencement Date
interest. Therefore, the Debtors will solicit acceptances of the Plan from the
holders of Allowed Claims in such classes.

e. CLASSES 5A AND 5B: EQUITY. The holders of the Allowed
Equity Interests shall not receive a cash distribution under the Plan, but shall
retain their Equity Interests in the Reorganized Debtors. If the REIT Election
is made, the ownership of Associates shall be reconstituted and the REIT or REIT
Designee shall become the owner of a portion of the equity interests (as
mutually agreed between the REIT or REIT Designee and RGI) in reorganized
Associates on the Effective Date.

If the REIT Election is made, RCP will transfer its interest in
the Landmarked Properties to the REIT or REIT Designee. The REIT or REIT
Designee will become the sole general partner of Associates. Associates will
convey a portion of the land owned by Associates to the REIT or REIT Designee
and retain a portion of such land. The ground leases of the land retained by
Associates and the REIT or REIT Designee will then be modified

- 30 -

<PAGE>

in several respects. Unless the REIT Election is made, Classes 5A and 5B are
not impaired by the Plan.

3. MEANS FOR IMPLEMENTATION OF THE PLAN

The means for implementation of the Plan are set forth in Article VII
of the Plan and are described below.

a. DIP FINANCING. The DIP Financing shall be available as
required to supplement the Cash Account for payment of Allowed Ordinary Course
Administrative Expense Claims prior to the Effective Date and shall be repaid or
refinanced by the REIT and REIT Designee on the Effective Date.

b. INTERCOMPANY AND GUARANTEE CLAIMS, ETC. On the Effective
Date, (i) all Intercompany Claims shall be extinguished and (ii) all guarantees
of either Debtor of the obligations of the other Debtor, and joint or joint and
several liabilities shall be eliminated, so that any Claim against either Debtor
and any guarantee thereof executed by the other Debtor, and any joint or several
liability of either Debtor, will be deemed to be one obligation of the Debtor
that is the primary obligor thereof.

c. MANAGEMENT OF (i) THE REIT COLLATERAL AND (ii) THE
REORGANIZED DEBTORS. Until the Effective Date, RCMC shall continue to manage
and operate the Landmarked Properties. After the Effective Date, the REIT or
the REIT Designee shall manage and operate the Landmarked Properties. After the
Effective Date, the management and control of the Reorganized Debtors shall
remain the general responsibility of the general partners, as they may be
reconstituted, in the Reorganized Debtors, subject to their obligations pursuant
to the Plan.

d. ESTABLISHMENT AND FUNDING OF DISTRIBUTION ACCOUNT. On or
before the Effective Date, the Reorganized Debtors and RGI shall establish the
Distribution Account. The Distribution Account shall be funded with (i)
$20 million to be contributed by, or on behalf of, the REIT not later than the
Effective Date and (ii) such other Cash to be deposited by RGI which, together
with the $20,000,000 to be contributed by or on behalf of the REIT, will be
sufficient to pay all Allowed Claims (plus interest where applicable), excluding
Allowed Ordinary Course Administrative Operating Expense Claims, which shall
receive payment from the Cash Account or be assumed and paid by the REIT or the
REIT Designee. From time to time, RGI shall make additional deposits into the
Distribution Account in amounts sufficient to pay Disputed Claims that have
become Allowed Claims entitled to payment from the Distribution Account plus the
costs of administering the Distribution Account, including the compensation of
the Distribution Agent and the Reorganized Debtors' professionals. The
Distribution Account shall be administered by

- 31 -

<PAGE>

the Distribution Agent in accordance with the terms and conditions of the
Distribution Agreement. The costs and expenses of establishing and
administering the Distribution Account and the compensation of the Distribution
Agent shall be borne solely by the Distribution Account. Any holder of an
Allowed Claim that receives its distribution from the Distribution Account, the
Cash Account or the REIT or REIT Designee forfeits, waives, relinquishes and
releases any Claim or claim that it might otherwise have against the Debtors,
RGI, shareholders of RGI, or any of their Affiliates, the REIT and REIT Designee
and shall be permanently enjoined from commencing or continuing in any manner
any action or proceeding of any kind against the Debtors, RGI, shareholders of
RGI, or any of their Affiliates, the REIT and the REIT Designee with respect to
such Claim or claim.

Prior to the Effective Date, Allowed Ordinary Course Administrative
Expense Claims shall be paid by the Debtors from the Cash Account (including
proceeds, if any, of the DIP Financing). On the Effective Date, ownership and
control of the Cash Account will be transferred to the REIT or REIT Designee.
In no event shall Cash generated from the operation of the REIT Collateral, or
proceeds of the DIP Facility, be deposited in the Distribution Account as
opposed to the Cash Account, unless specifically agreed to by the REIT and the
REIT Designee.

(1) DISPOSITION OF ANY REMAINING FUNDS IN DISTRIBUTION
ACCOUNT. Any funds remaining in the Distribution Account, including any
interest earned thereon, after all distributions have been made to the holders
of Allowed Claims in the amount of their Allowed Claims, shall be remitted to
RGI.

(2) FUNDING AND PAYMENT OF POST-EFFECTIVE DATE EXPENSES.
Post-Effective Date expenses incurred by, or on behalf of, the Reorganized
Debtors, including, but not limited to, the fees and expenses of the Reorganized
Debtors' professionals shall be paid from the Distribution Account.

e. PLAN SUPPLEMENT. Forms of the relevant documents relating
to the Distribution Agreement, as well as all the Schedules to be attached to
the Plan, shall be contained in the Plan Supplement and filed at least FIFTEEN
(15) days prior to the last day upon which creditors may vote to accept or
reject the Plan. Once filed, the Plan Supplement may be inspected in the office
of the Clerk of the Bankruptcy Court during normal court hours. Holders of
Claims or Equity Interests may obtain a copy of the Plan Supplement upon written
request to the Proponents in accordance with Section 11.6 of the Plan.

- 32 -

<PAGE>

H. OTHER PLAN PROVISIONS

1. PROVISIONS REGARDING DISTRIBUTIONS UNDER THE PLAN AND TREATMENT
OF DISPUTED, CONTINGENT, AND UNLIQUIDATED ADMINISTRATIVE EXPENSE
CLAIMS, ETC.

a. DISTRIBUTIONS UNDER THE PLAN.

(1) GENERAL PROVISIONS. The method, timing and other
procedures regarding distributions under the Plan are set forth in Article V of
the Plan. Generally, however, all distributions under the Plan shall be made by
the Distribution Agent from the Distribution Account, or in the case of Allowed
Ordinary Course Administrative Operating Expense Claims, the same shall be paid
from the Cash Account or by the REIT or the REIT Designee. At the Proponents
option, distributions on account of any Allowed Claim may be made at any time
following the Confirmation Date. All distributions under the Plan shall be made
to the holder of each Allowed Claim, subject to Section 5.2 of the Plan, as set
forth in the Claims Register maintained by the Bankruptcy Court and the Claims
Agent.

The Reorganized Debtors will not cause payment of Cash less
than five ($5) dollars to be made to any holder of a Claim unless a request
therefor is made in writing to the Reorganized Debtors and the Distribution
Agent. If any Allowed Claim holder's distribution is returned as undeliverable
or has otherwise not been claimed, including for failure to deposit a check, no
further distributions will be made to that holder unless and until the
Reorganized Debtors and the Distribution Agent are notified in writing of such
holder's then current address. Such unclaimed distributions shall be deemed
forfeited ninety (90) days after attempted distribution thereof, and such
claimant will be forever barred from asserting any such Claim against the
Reorganized Debtors, their general partners, and their Affiliates, the REIT, the
REIT Designee, and the Distribution Agent or their respective property and any
Cash or other distributions in respect of such Claim shall revert to RGI.

b. RESOLUTION OF DISPUTED CLAIMS. As set forth in Section
5.2(a) of the Plan, unless otherwise ordered by the Bankruptcy Court, after the
Confirmation Date, the Debtors and the Reorganized Debtors shall have the
exclusive right to make and file objections to Claims, except that as to (i)
applications for allowances of compensation and reimbursement of expenses under
Sections 330 and 503 of the Bankruptcy Code, objections may be made in
accordance with the applicable Bankruptcy Rules by parties-in-interest including
the Debtors, the REIT and REIT Designee; and (ii) Ordinary Course
Administrative Operating Expense Claims, the REIT and the REIT Designee shall
have the exclusive right to make and file objections unless otherwise agreed to
among the Reorganized Debtors, the REIT and the REIT

- 33 -

<PAGE>

Designee. The Reorganized Debtors or the REIT or the REIT Designee, as the case
may be, shall file and serve a copy of each objection upon the holder of the
Claim to which an objection is made as soon as practicable, but in no event
later than ninety (90) days after the Effective Date unless such time is
extended by order of the Bankruptcy Court. A copy of each objection, as well as
any other pleading or order related thereto, shall be served on each of RGI, the
Reorganized Debtors, the REIT and the REIT Designee. The entity that files an
objection shall be authorized, without further order of the Bankruptcy Court, to
withdraw or settle its objections to, or otherwise compromise or settle any
Claims to which they have the right to object pursuant to Section 5.2(a) of the
Plan. The Reorganized Debtors, the REIT and the REIT Designee, as the case may
be, shall provide each other with written notice of the terms of the withdrawal
or settlement of any objection by them within fifteen (15) days of each
withdrawal or settlement.

c. DISTRIBUTIONS RELATING TO DISPUTED CLAIMS. As described in
Section 5.2(b) of the Plan, Cash shall be distributed by the Disbursing Agent to
a holder of a Disputed Claim when and to the extent that such Disputed Claim
becomes an Allowed Claim.

d. SETOFFS. The Debtors or Reorganized Debtors may, but shall
not be required to, set-off against any Claims (other than the Class 2A and
Class 2B Claims) and the payments or distributions to be made pursuant to the
Plan in respect of such Claims, any claims of any nature whatsoever any of the
Debtors may have against the holders of such Claims, but neither the failure to
do so nor the allowance of any Claims shall constitute a waiver or release by
the Debtors of any such claims any of the Debtors may have against holders of
such Claims, and all such claims shall be reserved to and retained by the
Reorganized Debtors.

2. TREATMENT OF TENANT LEASES, OTHER
UNEXPIRED LEASES AND EXECUTORY CONTRACTS
PURSUANT TO ARTICLE VI OF THE PLAN

(1) TENANT LEASES AND OTHER UNEXPIRED LEASES TO BE ASSUMED
AND ASSIGNED; LEASES BETWEEN RCP AND ASSOCIATES. All Tenant Leases shall be
assumed and assigned pursuant to the Assumption and Assignment Motion or the
Plan if such motion shall be withdrawn or denied. As a result, other unexpired
leases that exist between either Debtor and any entity that is not an Affiliate
of the Debtors shall be deemed assumed as of the Effective Date, except for any
unexpired lease (i) that has been assumed or rejected pursuant to order of the
Bankruptcy Court entered prior to the Effective Date, (ii) as to which a motion
for approval of the assumption or rejection thereof has been filed and served
prior to the Confirmation Date, or (iii)

- 34 -

<PAGE>

that is set forth on Schedule 6.1(a)(i) to the Plan and which is rejected.
Notwithstanding the foregoing, all Tenant Leases and other unexpired leases
between RCP and Associates or between either Debtors, as landlord, and any
Affiliate or such Debtor, as tenant shall be assumed and assigned to the REIT or
REIT Designee or rejected on the Effective Date, as set forth on Schedule
6.1(a)(ii) to the Plan. The rejection of any unexpired lease pursuant to
section 6.1 of the Plan shall be effective as of the earlier of the date of
entry of an order authorizing rejection and the date upon which the Reorganized
Debtors notify the non-debtor party under such lease of the effectiveness of the
rejection of such lease as a result of the confirmation of the Plan. A Schedule
of all Tenant Leases to be assumed pursuant to the Assumption and Assignment
Motion (or if it is withdrawn or denied for any reason whatsoever, the Plan)
will be included in the Assumption and Assignment Motion and such Schedule is
also annexed to the Plan for the information of all creditors on Schedule
6.1(a)(iii).

(2) CURE OF DEFAULTS. Cure Payments due pursuant to
Tenant Leases as set forth in the Assumption and Assignment Motion and Cure
Payments with respect to any other executory contract or unexpired lease assumed
and assigned to the REIT or the REIT Designee pursuant to the Plan shall be paid
(i) to the extent Cure Payments are Allowed Ordinary Course Administrative
Operating Expense Claims, by the Reorganized Debtors from the Cash Account prior
to the Effective Date, by the REIT or the REIT Designee, on the Effective Date
or as soon thereafter as is practicable, and (ii) as to all other Cure Payments,
by the Debtors or Reorganized Debtors from the Distribution Account prior to the
Effective Date or as soon thereafter as is practicable. In the event that any
entity that would otherwise be entitled to a Cure Payment shall be a party to a
Tenant Lease and there shall be a Tenant Mechanics' Lien against the REIT
Collateral with respect to that entity, such Cure Payment may, in the judgment
and discretion of the Proponents on the one hand, and the REIT or the REIT
Designee on the other hand, be postponed until such Tenant Mechanics Lien shall
have been removed of record by payment or bonding. In the event that (1) the
Debtors or Reorganized Debtors or the REIT or REIT Designee disagree as to the
amount of any Cure Payment, or (2) there is a dispute with the non-Debtor party
to such executory contract, Tenant Lease or unexpired lease regarding (i) the
amount of any Cure Payment, (ii) the ability of the REIT or the REIT Designee to
provide adequate assurance of future performance within the meaning of Section
365 of the Bankruptcy Code, or (iii) any other matter pertaining to the
assumption and assignment of any executory contract, Tenant Lease, or unexpired
lease, then the Cure Payments shall be made following the entry of a final order
resolving the dispute and approving the assumption and assignment. Acceptance
of a Cure Payment shall constitute a discharge and release by the recipient of
all Claims or claim, known or un-

- 35 -

<PAGE>

known, arising or accruing against any other party to such executory contract,
Tenant Lease or other unexpired lease or other party's successors and assigns on
or before the date of acceptance of such Cure Payment.

It is estimated, based upon the Debtors' books and records, that the
Allowed Cure Payments will include: (i) reimbursement of tenant improvements
due to current tenants (estimated at approximately [$17.2 MILLION]), less any
sums recouped or set off by tenants pursuant to their respective leases and/or
applicable law since the Commencement Date; and (ii) tenant real estate tax
refunds due to current tenants under current leases arising from the settlement
of the Certiorari Proceedings (estimated at approximately [$____ MILLION]).
These amounts are estimates only, and they may increase or decrease as the
Debtors reconcile the amounts owing to tenants under the Tenant Leases with such
tenants.

(3) EXECUTORY CONTRACTS TO BE REJECTED. All executory
contracts (other than Tenant Leases and other unexpired leases) between the
Debtors and any entity are to be rejected as of the Effective Date except for
any executory contract (i) that has been assumed or rejected pursuant to an
order of the Bankruptcy Court entered prior to the Effective Date, (ii) as to
which a motion for approval of assumption thereof has been filed and served
prior to the Confirmation Date, or (iii) that is set forth in Schedule 6.1(c) of
the Plan. All executory contracts set forth in Schedule 6.1(c) of the Plan
shall be deemed assumed as of the Effective Date and assigned to the REIT or the
REIT Designee.

(4) APPROVAL OF ASSUMPTION, REJECTION OR ASSIGNMENT OF
LEASES AND CONTRACTS. Subject to the occurrence of the Effective Date, entry of
the Confirmation Order shall constitute (i) the approval, pursuant to Sections
365(a) and 1123 of the Bankruptcy Code, of the assumption or rejection of the
unexpired leases and executory contracts assumed or rejected, as the case may be
(and the assumption of the Tenant Leases in the event that the Assumption and
Assignment Motion is withdrawn or denied) pursuant to Sections 6.1(a) and (c) of
the Plan, (ii) the approval, pursuant to Sections 365(f) and 1123 of the
Bankruptcy Code, of the assignment to the REIT or the REIT Designee of unexpired
leases and executory contracts (and Tenant Leases if applicable) assumed
pursuant to Sections 6.1(a) and (c) of the Plan and (iii) the approval, pursuant
to Section 1123 of the Bankruptcy Code, of the assignment to the REIT or REIT
Designee of Tenant Leases entered into after the Commencement Date. To the
extent provided by the order approving the Assumption and Assignment Motion or
Section 365(k) of the Bankruptcy Code, the Reorganized Debtors, RGI, and
Affiliates and shareholders of RGI shall have no other or further liability with
respect to such

- 36 -

<PAGE>

Tenant Leases, other unexpired leases and executory contracts upon their
assignment to the REIT or the REIT Designee.

(5) BAR DATE FOR FILING PROOFS OF CLAIM RELATING TO
REJECTION OF EXECUTORY CONTRACTS, AND OTHER UNEXPIRED LEASES. Claims arising
out of the rejection of an executory contract, or other unexpired lease pursuant
to Section 6.1 of the Plan must be filed with the Bankruptcy Court no later than
thirty days after the later of notice of entry of (1) an order approving the
rejection of such contract or lease and (2) the Confirmation Order. Objections
to such claims are to be made within the later of ninety (90) days after notice
of entry of the Confirmation Order or ninety (90) days after the filing of such
rejection Claim. Any Claims not filed within such time will be forever barred
from assertion against the Reorganized Debtors or the Debtors, their estates,
their general partners, and their property. Unless otherwise ordered by the
Bankruptcy Court, all Claims arising from the rejection of executory contracts
and unexpired leases shall be treated as Class 4A Claims or Class 4B Claims (as
appropriate) under the Plan; PROVIDED, HOWEVER, that all Claims arising from
the rejection of executory contracts and unexpired leases with any of the
Debtors or Affiliates of the Debtors shall be treated as RGI Claims in
accordance with Section 4.4(d) of the Plan.

a. AFFILIATE LEASES. On the Effective Date, or such other date
as may be agreed to with the REIT, the Affiliate Leases shall be treated as
provided in Schedules 6.1(a)(ii) of the Plan and any Claims by any Affiliated
Tenant arising under the Affiliate Leases shall be deemed to be and treated as
RGI Claims in accordance with Section 4.4(d) of the Plan, except as otherwise
provided for in any such Affiliate Lease that is assumed or assumed or modified
in accordance with Schedule 6.1(a)(ii).

b. SCHEDULES. Schedules 6.1(a)(i), 6.1(a)(ii), 6.1(a)(iii) and
6.1(c) identified in the Plan shall be included in the Plan Supplement.

c. INDEMNIFICATION OBLIGATIONS. For purposes of the Plan, the
obligations, if any, of the Debtors to indemnify, reimburse or limit the
liability of any present or former officers, employees or agents of the Debtors
or of the Debtors' general or limited partners or managing agents, against any
obligations, whether arising before or after the Commencement Date, pursuant to
the respective partnership agreements, applicable state law or specific
agreement, or any combination of the foregoing, shall remain unaffected and
shall be satisfied, to the extent they become Allowed Claims, by RGI.

d. COMPENSATION AND BENEFIT PROGRAMS. All employment and
severance practices and policies, and all compen-

- 37 -

<PAGE>

sation and benefit plans, policies, and programs of RCP (Associates does not
have any employees) arising out of any collective bargaining agreement with RCP
and applicable to such of its employees as were employed on the Commencement
Date, including, without limitation, retiree benefit obligations, all savings
plans, retirement plans, health care plans, severance benefit plans, incentive
plans, workers' compensation programs and life, disability and other insurance
plans are treated as Executory Contracts under the Plan and, to the extent
assumable, shall be deemed assumed and assigned to the REIT or the REIT
Designee, as of the Effective Date pursuant to Sections 365(f) of the Bankruptcy
Code. Any Allowed Claims arising from the termination of all practices,
policies, plans and programs that do not arise out of a collective bargaining
agreement shall be paid from the Distribution Account.

e. RETIREE BENEFITS. Except as otherwise provided by Section
6.5 of the Plan, payments, if any, due to any person for the purpose of
providing or reimbursing payments for retired employees and their spouses and
dependents for medical, surgical, or hospital care benefits, or benefits in the
event of sickness, accident, disability, or death under any plan, fund, or
program (through the purchase of insurance or otherwise) maintained or
established in whole or in part by the Debtors prior to the Commencement Date
shall be continued or provided for by the Reorganized Debtors from the
Distribution Account or as otherwise arranged for by the Reorganized Debtors for
the duration of the period the Debtors have obligated themselves to provide such
benefits.

3. CONDITIONS PRECEDENT TO CONFIRMATION
OR CONSUMMATION OF THE PLAN; WAIVER

a. CONDITIONS PRECEDENT TO CONFIRMATION. The Plan shall not be
confirmed unless and until the following conditions shall have occurred or been
waived on or prior to the Confirmation Date:

(1) The form of the Confirmation Order shall be reasonably
satisfactory to the Proponents, the REIT and the Committee and provide, INTER
ALIA, for (i) the assumption and assignment or rejection of unexpired leases
(other than Tenant Leases unless the Assumption and Assignment Motion is
withdrawn or denied) and executory contracts consistent with Section 6.1 of the
Plan, and, to the extent necessary, (ii) the approval of the terms and
conditions pursuant to which the REIT Collateral will be managed during the
period from the Confirmation Date through the Effective Date;

(2) The Bankruptcy Court shall have approved the identity
and appointment of the Distribution Agent and the

- 38 -
<PAGE>

terms of the Distribution Agreement, unless such approvals and appointment are
contained in the Confirmation Order; and

(3) Copies of Tenant Leases, unexpired leases or executory
contracts of the Debtors to be assigned to the REIT or the REIT Designee shall
have been made available to the REIT or REIT Designee not later than thirty days
before the scheduled date for a hearing on confirmation of this Plan; and

(4) The REIT shall have obtained shareholder approval of
its intended recapitalization and merger.

b. CONDITIONS TO EFFECTIVE DATE. The Effective Date shall occur
only after the following conditions shall have been satisfied or waived on or
prior to that date:

(1) (i) The Confirmation Order shall have become a Final
Order unless this condition has been waived by the Proponents, the REIT or REIT
Designee, and (ii) neither the Confirmation Order nor the transactions provided
for in the Plan and Plan Documents shall otherwise have been stayed, enjoined or
restrained by order of a court of competent jurisdiction; and

(2) The Distribution Agent shall have executed the
Distribution Agreement evidencing the Agent's agreement to serve in that
capacity; and

(3) Such Cash sufficient to fund the initial distributions
from the Distribution Account shall have been contributed by RGI and the REIT to
the Distribution Account on or before the Effective Date; and

(4) The REIT shall have obtained shareholder approval of
its intended recapitalization and merger; and

(5) The Plan Documents and all documents required to
implement and effectuate the transactions contemplated by the terms of the Plan
shall be in a form and substance reasonably satisfactory to the Proponents and
their counsel, and the REIT, the REIT Designee and their counsel, and shall have
been executed and delivered by the parties thereto; and

(6) The Assumption and Assignment Motion shall have been
granted by Final Order (which may be the Confirmation Order) or the Plan
provisions for assumption and assignment of all Tenant Leases shall become
effective on the Effective Date.

c. WAIVER OF CONDITIONS TO CONFIRMATION AND CONSUMMATION OF THE
PLAN. By mutual agreement among the Proponents, the REIT, and the REIT
Designee, the conditions to effectiveness of the Plan set forth in Section 9.2
of the Plan (other

- 39 -

<PAGE>

than the conditions set forth in Section 9.2(a) (ii)) may be waived.

4. MODIFICATION OR AMENDMENT OF THE PLAN AND EXHIBITS

The Proponents may alter, amend, or modify the Plan and Exhibits
to the Plan, including the treatment of Claims provided for under the Plan, in
accordance with Section 1127 of the Bankruptcy Code.

5. RETENTION OF JURISDICTION. The Bankruptcy Court shall have
exclusive jurisdiction of all matters arising out of, and related to, the
Chapter 11 Cases and the Plan pursuant to Sections 105(a) and 1142 of the
Bankruptcy Code and for, among other things, the purposes specifically set forth
in Article X of the Plan.

6. MISCELLANEOUS PROVISIONS OF THE PLAN

a. EXEMPTION FROM TRANSFER TAXES. Pursuant to Section 1146(c)
of the Bankruptcy Code, the making or delivery of any deed or other instrument
of transfer under, in furtherance of, or in connection with the Plan, including
the transfer of the REIT Collateral and the Unencumbered Assets and the
execution and delivery of any deeds, bills of sale, amendments or modifications
of the REIT Mortgage, or assignments executed in connection with any of the
transactions contemplated under the Plan, or the Schedules to the Plan shall not
be subject to any stamp, real estate transfer, mortgage recording or other
similar tax, including New York City Real Property Transfer Taxes imposed under
Title 11, Chapter 21 of the Administrative Code of The City of New York, and New
York State Real Estate Transfer Taxes imposed under Article 31 of the New York
State Tax Law. The Debtors, RGI and Affiliates or shareholders of RGI have not,
and shall not be deemed to have, made any representations or warranties, either
express or implied, to the REIT or the REIT Designee with respect to the
foregoing. The Reorganized Debtors and RGI, however, shall remain responsible
for the payment and satisfaction of New York State Real Property Transfer Gains
Tax, if any, arising from and due by reason of the transactions to be effected
under the Plan, provided, however that if the REIT Election is made, Associates
shall not have any such responsibility.

b. EXCULPATION. Neither of the REIT, the REIT Designee, the
trustees, beneficiaries, partners or principals of the entities included within
the definition of REIT Designee, RGI, the Affiliates or shareholders of RGI and
the respective shareholders, the Committee, the Debtors, the Reorganized
Debtors, the RGI Affiliates, and the Distribution Agent, nor any of their
respective shareholders, members, officers, directors, employees, professionals,
advisors or agents of any of the

- 40 -

<PAGE>

foregoing entities, shall have or incur any liability to any holder of a Claim
or Equity Interest for (a) any act or omission in connection with, or arising
out of, the proposal or pursuit of confirmation of the Plan, the consummation of
the Plan or the administration of the Plan or the property to be distributed
under the Plan and (b) any information contained in this Plan or in the
accompanying Disclosure Statement, or in any exhibit or schedule annexed to this
Plan or the accompanying Disclosure Statement, except for (i) failure to fund
obligations incurred in connection with consummation of the Plan; and (ii) its,
his or her willful misconduct or gross negligence, and, in all respects, the
REIT, the REIT Designee, the trustees, beneficiaries, partners and principals of
the entities included within the definition of REIT Designee, RGI, the
Affiliates and shareholders of RGI and their respective shareholders, the
Committee, the Debtors, the Reorganized Debtors and the Disbursing Agent and
each of their respective members, officers, directors, employees, advisors,
professionals, and agents shall be entitled to rely upon the advice of counsel
at their own expense and each other's counsel with respect to their duties and
responsibilities under the Plan.

c. RELEASE AND DISCHARGE OF CLAIMS AND EQUITY INTERESTS AND
PERMANENT INJUNCTION UPON THE EFFECTIVE DATE.

(1) The rights afforded under the Plan and the treatment of
all Claims and Equity Interests thereunder shall be, and shall be deemed to be,
in exchange for and in complete satisfaction, discharge, and release of all
Claims and Equity Interests of any nature whatsoever, including any interest
accrued on such Claims from and after the Commencement Date (except as provided
in the Plan), against the Debtors and the Debtors in Possession, or any of their
assets or properties. Except as otherwise provided by the Plan, on the
Effective Date (i) all Claims against the Debtors shall be satisfied,
discharged, and released in full, and (ii) all entities shall be precluded from
asserting against the Reorganized Debtors, or their respective successors,
assets or properties any other or further Claims or Equity Interests based upon
any act or omission, transaction, or other activity of any kind or nature that
occurred prior to the Confirmation Date.

(2) The Debtors shall release and discharge all direct or
derivative rights, claims and causes of action against the REIT, the REIT
Designee, RGI, shareholders of RGI, Affiliates of the Debtors, and the
respective officers, directors, agents, employees, advisors and representatives
of all of the foregoing entities, and all professionals retained under Sections
327 or 1103 of the Bankruptcy Code, that constitute property of the Debtors'
estates, including without limitation claims under Bankruptcy Code Sections 506,
510, 542, 544, 545, 547, 548, 550 and 553, and any state laws corresponding
thereto.

- 41 -

<PAGE>

The Debtors are not aware of any claims or causes of action which may be
asserted against the parties referenced above under Chapter 5, Sub-Chapter 3 of
the Bankruptcy Code which, if prosecuted, would result in any meaningful benefit
to their estates.

(3) Each of the Debtors, RGI, Affiliates of RGI (excluding
the shareholders of RGI), and the REIT and the REIT Designee shall exchange
mutual releases with each other in form and substance reasonably satisfactory to
each of the parties, which releases shall release each other entity and each
other entity's respective affiliates, subsidiaries, owners, agents, employees,
attorneys and representatives, from all Claims and causes of action of any kind
(including, but not limited to, claims of setoff or recoupment), whether or not
asserted, arising out of or in connection with the Debtors, the REIT Collateral,
the Chapter 11 Cases, the REIT Notes, the REIT Mortgage, and the REIT Agreements
provided in the Plan; provided, however that nothing contained in Section 8.2
of the Plan shall waive, relinquish or impair any rights or claims of the REIT
or the REIT Designee arising under the Plan against the REIT Collateral or the
Unencumbered Assets, whether under the REIT Note, the REIT Mortgage or
otherwise.

(4) Subject to Section 11.11 of the Plan, in consideration
of, among other things, (i) the $20 million to be paid by the REIT or the REIT
Designee to fund, in part, the Distribution Account under the Plan, (ii) the
REIT's or REIT Designee's assumption of Allowed Ordinary Course Administrative
Operating Expense Claims, and (iii) the voluntary funding of the Distribution
Account by RGI of all other funds required to make the payments to the holders
of Allowed Claims under the Plan, on and after the Effective Date, and without
limiting Sections 8.2(b) and (c) of the Plan, acceptance of the Plan, as
evidenced by, among other things, a ballot cast in favor of the Plan or the
receipt and acceptance of any distribution by the holder of an Allowed Claim (i)
under the Plan and/or (ii) from the Distribution Account, the Cash Account,
and/or payments made by the REIT, or REIT Designee, shall constitute a general
release by all persons and entities that have held, hold, or may hold Claims
against, or Equity Interests in, the Debtors or any other claims released
pursuant to Section 8.3 of the Plan, and all such parties or entities shall be
permanently enjoined from (a) commencing or continuing in any manner any action
or proceeding of any kind with respect to any such Claim, Administrative Expense
Claim against, or Equity Interest in, the Reorganized Debtors, RGI, Affiliates
or shareholders of RGI, Radio City Productions, or the REIT or the REIT
Designee, (b) the enforcement, attachment, collection or recovery by any manner
or means of any judgment, award, decree or order against the Reorganized
Debtors, RGI, shareholders of RGI, Affiliates of RGI, Radio City Productions,
the REIT, or the REIT Designee, (c) creating, perfecting or enforcing any lien
or encumbrance of any kind against

- 42 -

<PAGE>

the Reorganized Debtors, RGI, Affiliates of RGI, shareholders of RGI, Radio City
Productions, the REIT, or the REIT Designee, or against any property or interest
in property of the Reorganized Debtors, RGI, Affiliates of RGI, Radio City
Productions, the REIT, or the REIT Designee, with respect to such Claim or
Equity Interest, (d) asserting any right of setoff, subrogation or recoupment of
any kind against any obligation due to the Debtors or against any property or
interest in property of the Reorganized Debtors, RGI, shareholders of RGI,
Affiliates of RGI, Radio City Productions, or the REIT or the REIT Designee with
respect to such Claim or Equity Interest, and (e) commencing or continuing any
action, in any manner, that does not comply with or is inconsistent with the
provisions of the Plan.

d. BINDING EFFECT AND ENFORCEABILITY OF OBLIGATIONS. As more
particularly described in Section 11.11 of the Plan, the Plan shall be binding
upon and inure to the benefit of the Debtors, and all holders of Claims and
Interests in the Chapter 11 Cases and their respective successors and assigns
whether or not they file a Claim or accept a distribution under the Plan. The
Proponents, on the one hand and the REIT or the REIT Designee on the other,
shall have the right to enforce the rights granted to them and the obligations
of the other of them, under the Plan.

e. SEVERABILITY.

As more particularly set forth in Section 11.10 of the Plan,
if, prior to the Effective Date, any term, provision or portion of any provision
of the Plan is held by the Bankruptcy Court to be invalid, void or unenforceable
for any reason, the Bankruptcy Court will have the power to alter, amend and/or
interpret such term, provision or portion of the provision to make it valid or
enforceable to the maximum extent practicable, consistent with the original
purpose and intent of the term, provision or portion of the provision held to be
invalid, void or unenforceable, and such term, provision or portion of the
provision will then be applicable and valid as altered, amended or interpreted.

If any term, provision or portion of a provision in the Plan
is determined to be invalid or unenforceable following the Effective Date, such
determination shall in no way limit or affect the enforceability and operative
effect of any and all of the remaining terms, provisions or portions of any
provisions of the Plan unless the unenforceability of such term, provision or
portion of the provision materially alters the rights and obligations created by
the Plan.

- 43 -

<PAGE>

f. REVOCATION OR WITHDRAWAL OF THE PLAN.

The Proponents reserve the right to revoke or withdraw the
Plan at any time prior to the Confirmation Date. If the Proponents revoke or
withdraw the Plan prior to the Confirmation Date, then the Plan shall be deemed
null and void. In such event, nothing contained in the Plan shall be deemed to
constitute a waiver or release of any Claims by or against the Debtors or any
other person or entity or to prejudice in any manner the rights of the REIT, the
Committee or any person or entity in any further proceedings involving the
Debtors.

g. EXTINGUISHMENT OF AVOIDANCE CLAIMS. On the Effective Date,
all of the Debtors' rights, claims, causes of action, avoiding powers, suits and
proceedings based upon Sections 544, 545, 547, 548, and 553 of the Bankruptcy
Code shall be extinguished, whether or not the subject of a then pending action
or proceeding. The Debtors' rights under Section 549 shall be conveyed to the
REIT or REIT Designee on the Effective Date, except for those rights, if any, as
against RGI, and Affiliates or shareholders of RGI which rights shall be
extinguished. The Debtors are not aware of any such claims or causes of action
which, if prosecuted, would result in any meaningful recovery of their estates.
Moreover, because holders of Allowed Claims are being paid in full under the
Plan, no prejudice will inure to creditors by the extinguishment of such
avoidance claims.

h. CONFLICTS. In the event of a conflict or inconsistency
between the terms of the Plan, the Confirmation Order, the Disclosure Statement
or any other related instrument, document or agreement, the terms of the
Confirmation Order shall control issues specifically dealt with therein;
otherwise, the Plan shall control; PROVIDED, HOWEVER, that if the Plan (1) does
not expressly resolve the issue under consideration or (2) is ambiguous with
regard to such issue, the Proponents may on notice to the REIT, the REIT
Designee, persons having filed post-confirmation notices of appearances and the
U.S. Trustee, seek relief from the Bankruptcy Court as may be necessary.

i. CREDITORS' COMMITTEE. On the Effective Date, the duties of
the Committee shall terminate, except with respect to any applications for
Professional Fees prior to the Effective Date.

j. POST-CONFIRMATION SERVICE LIST -- PERSONS ENTITLED TO
NOTICE. From and after the Confirmation Date, notices of appearances and
requests for service of papers filed pursuant to Bankruptcy Rule 2002 prior to
the Confirmation Date shall no longer be effective. No further notices, other
than notice of entry of the Confirmation Order, shall be required to be sent to
any Person unless such Person files a new notice of appearance

- 44 -

<PAGE>

and request for service of papers and serves such new notice of appearance
upon the entities set forth in Section 11.7 of the Plan.

k. NOTICES. Any notice required or permitted to be provided
under the Plan shall be in writing and served by any of the following methods
(1) certified mail, return-receipt requested, postage prepaid, (2) hand
delivery, or (3) overnight delivery service, freight prepaid, and addressed as
follows:

To the Debtors:

ROCKEFELLER CENTER PROPERTIES
AND RCP ASSOCIATES
c/o Rockefeller Group, Inc.
1230 Avenue of the Americas
New York, New York 10020
Attn: Gwen A. Rowden, Esq.

with a copy to:

TOGUT, SEGAL & SEGAL
One Penn Plaza
New York, New York 10119
Attn: Albert Togut, Esq.
Frank A. Oswald, Esq.

To RGI:

ROCKEFELLER GROUP, INC.
1230 Avenue of the Americas
New York, New York 10020
Attn: Gwen A. Rowden, Esq.

with a copy to:

DEWEY BALLANTINE
1301 Avenue of the Americas
New York, New York 10019-6092
Attn: Richard S. Miller, Esq.
Benjamin Hoch, Esq.

- 45 -

<PAGE>

To the Committee:

CHADBOURNE & PARKE
30 Rockefeller Plaza
New York, New York 10012
Attn: Peter Bassano, Esq.

with a copy to:

SHULTE ROTH & ZABEL
900 Third Avenue
New York, New York 10022
Attn: James M. Peck, Esq. and
Jeffrey Sabin, Esq.

To the REIT:

ROCKEFELLER CENTER PROPERTIES, INC.
1270 Avenue of the Americas
New York, New York 10020
Attn: Mr. Richard M. Scarlata

with a copy to:

WEIL, GOTSHAL & MANGES
767 Fifth Avenue
New York, New York 10153
Attn: Harvey R. Miller, Esq. and
Alan B. Miller, Esq.

The REIT shall designate the name and address of the REIT Designee and other
entities to receive written notice in behalf of the REIT Designee pursuant to
the Plan on or before the Effective Date.

V. VOTING REQUIREMENTS, ACCEPTANCE
AND CONFIRMATION OF THE PLAN

For the Plan to be confirmed, the Bankruptcy Code requires the
Bankruptcy Court to determine that the Plan complies with the requirements of
Section 1129 of the Bankruptcy Code. These requirements include that: (i) the
Plan is "accepted" by the requisite votes of Creditors and Interest holders
(i.e., at least two-thirds (2/3) in dollar amount and more than one-half (1/2)
in number of claims that actually vote in each class of impaired claims), except
to the extent that Confirmation is available under Bankruptcy Code Section
1129(b); (ii) the Plan is "feasible" (I.E., there is a reasonable probability
that the Debtors will be able to perform their obligations under the Plan

- 46 -

<PAGE>

without further financial reorganization); and (iii) the Plan is in the "best
interests" of all of the Debtors' Creditors and Interest holders (I.E.,
Creditors and Interest holders will receive at least as much pursuant to the
Plan as they would receive in a liquidation under Chapter 7 of the Bankruptcy
Code).

A. PARTIES-IN-INTEREST ENTITLED TO VOTE

Unless a holder will receive no distribution under the Plan, the
holder of a Claim against the Debtors, whose Claim is "impaired" under the Plan,
is entitled to vote to accept or reject the Plan if (i) its Claim has been
scheduled by the Debtors as NOT disputed, contingent or unliquidated, or (ii) it
has filed a proof of claim on or before the Bar Date, September 13, 1995. Any
Claim to which an objection has been filed which has not been withdrawn or
dismissed is not entitled to vote UNLESS the Bankruptcy Court, pursuant to
Bankruptcy Rule 3018(a) and upon application of the holder whose Claim has been
objected to, temporarily allows the Claim in an amount that the Bankruptcy Court
deems proper, solely for the purpose of voting on the Plan. Any such
application must be heard and determined by the Bankruptcy Court on or before
the deadline for voting on the Plan.

B. CLASSES IMPAIRED UNDER THE PLAN

Whether a class of claims or interests is "impaired" under a plan is
determined by Section 1124 of the Bankruptcy Code. In general, a class will be
impaired if the legal, equitable or contractual rights attaching to the claims
or interests of that class are modified, other than curing defaults and
reinstating the maturity or by payment in full in cash.

The REIT, the holder of the Class 2A and 2B Claims, is impaired under
the Plan. Moreover, Unsecured Creditors, the holders of Allowed Classes 4A and
4B Claims, may be deemed impaired under the Plan notwithstanding that such
Claimants shall be paid in full plus Post-Commencement Date interest (no
attorneys' fees will be paid on account of such Allowed Claims). These Classes
of Claims may therefore vote to accept or reject the Plan. It is the
Proponents' expectation that the REIT will vote to accept the Plan.

It is the Proponents' view that all other Classes are unimpaired under
the Plan and are not entitled to vote to accept or reject the Plan.

- 47 -

<PAGE>

C. BEST INTEREST OF CREDITORS AND INTEREST HOLDERS

Even if a plan is accepted by each class of creditors and interest
holders, to confirm a plan, the Bankruptcy Court must independently determine
that the plan is in the best interest of all classes of creditors and others
impaired by the plan. The "best interest" test requires that the Bankruptcy
Court find EITHER that each holder of a claim or interest of any impaired class
of claims or interests has accepted the plan, or that the plan will provide each
holder of a claim or interest that has not accepted the plan with a recovery
that has a value, as of the effective date of the plan, at least equal to the
value of the distribution that such holder would receive if the debtor
liquidated its assets on such date under Chapter 7 of the Bankruptcy Code.

RGI has authorized the creation of, and will fund (together with the
REIT's $20 million payment), the Distribution Account under the Plan thereby
expediting payment to ALL Creditors. The Debtors submit that because (i) in the
event the REIT foreclosed on the REIT Collateral, other Classes of Claims would
receive little or no distribution from the liquidation of the Debtors'
Unencumbered Assets and (ii) the Plan affords all other holders of Allowed
Claims to be paid 100% of their Allowed Claims, plus interest, much earlier than
in a Chapter 7 liquidation and without additional expense (i.e. creditors (or a
Chapter 7 bankruptcy trustee) need not pursue the Debtors' general partners in
state court litigation to satisfy their claims against the Debtors) that the
best interests test is satisfied by the Plan.

D. FEASIBILITY OF THE PLAN

Section 1129(b)(ii) of the Bankruptcy Code requires, as a condition to
confirmation, that a plan of reorganization be feasible, I.E., that confirmation
of the plan is not likely to be followed by the liquidation of the debtors
(unless the plan provides for such liquidation) or the need for further
financial reorganization. The Debtors, by reason of proposed agreement with the
REIT, will be able to perform their obligations under the Plan after
confirmation of the Plan, without the need for further financial restructuring.

The REIT, through investments to be made by its new investors, will
capitalize the entity that will acquire the Landmarked Properties and
Unencumbered Assets with equity of $440 million. Approximately $402 million of
that equity will be contributed by the new investors in cash. The balance, of
approximately $38 million, will be contributed by Whitehall Street Limited
Partnership V ("Whitehall") in the form of equity

- 48 -

<PAGE>

securities of the REIT owned by Whitehall. After the merger of the REIT with an
entity controlled by the new investors, the entity that owns the Landmarked
Properties will have approximately $96 million of working capital to cover the
short-term cash flow deficits that such properties are projected to generate
until they generate positive cash flow, to pay the Claims for which the REIT is
responsible under the Plan, and generally to enable the new owner of the
Landmarked Properties to successfully operate and manage them. Should
additional funds be required, it is anticipated that the new owner of the
Landmarked Properties will be able to borrow sufficient funds to meet those
needs.

The REIT's new investors all are financially sophisticated and
experienced in making investments, owning businesses and assets in various
industries, including real estate, and in finance. Whitehall is an affiliate of
Goldman, Sachs & Co. and it engages in the business of investing in debt and
equity interests in real estate assets and businesses. Rockprop, L.L.C.
("Rockprop") is a limited liability company whose members are Tishman Speyer
Crown Equities, a Delaware General Partnership; and TSE Limited Partnership and
Rockprop Associates Limited Partnership, an Illinois limited partnership and
Delaware limited partnership, respectively, in which Jerry I. Speyer and the
Crown family interests are the principal investors. Mr. Speyer is also
President and sole shareholder of the general partner of Tishman Speyer
Properties, L.P., a leading property management company. Mr. David Rockefeller
is the former Chairman of The Chase Manhattan Bank, N.A. Exor Group, S.A. is a
corporation organized under the laws of Luxembourg, whose principal business
activity is to invest and hold participations in selected industries through
substantial direct or indirect equity participations in companies that have a
leading position in their respective industries. For purposes of the United
States securities laws, Exor is deemed to be controlled by its general partners,
Giovanni Agnelli, Umberto Agnelli, Gian Luigi Gabetti and Cesar Romitti.
Troutlet Investments Corporation is a British Virgin Islands corporation that is
a holding company wholly owned by Stavros S. Niarcos, an internationally-known
investor and businessman. All of the investors are committed to successfully
operating and managing the Landmarked Properties. Together they possess strong
financial capabilities and are sophisticated in arranging mortgage and other
financings. In addition, the acquiring entity will execute a management
agreement pursuant to which Tishman Speyer Properties, L.P., a leading property
management company controlled by Mr. Speyer, will manage the Landmarked
Properties on behalf of the entity owned by the investors. Certain of the
investors may assign their interests to members of their family or entities
controlled by such family members.

As to RGI, it will be prepared to present to the Bankruptcy Court at
the confirmation hearing financial and such other information (in the form of
affidavit and/or testimony)

- 49 -

<PAGE>

required to establish adequate assurance of its capability to fulfill its
obligations and commitments under the Plan. RGI is a solvent and stable
organization that has the financial wherewithal to fund its contributions to the
Distribution Account which it has authorized to be established for the benefit
of the Debtors Allowed Claim holders.

VI. ALTERNATIVES TO CONFIRMATION
AND CONSUMMATION OF THE PLAN

The Proponents believe that the Plan affords all holders of Claims and
Interests the greatest realization on the Debtors' assets at the earliest
possible time and, therefore, is in the best interests of such holders. The
Plan attempts to ensure that there is no interruption or disruption of
operations at the Landmarked Properties. If the Plan is not confirmed, the
theoretical alternatives include (i) alternative plans of reorganization; or
(ii) liquidation of the Debtors under Chapter 7.

A. ALTERNATIVE PLANS OF REORGANIZATION

If the Plan is not confirmed, the Debtors or another party in interest
could attempt to propose a different reorganization plan. Such plan might
involve either a reorganization and continuation of the Debtors' business, or an
orderly liquidation of their assets, or a combination of both.

B. LIQUIDATION UNDER CHAPTER 7

If a Chapter 11 Plan is not confirmed for the Debtors, the Bankruptcy
Court, on request of a party-in-interest, or on its own motion, may convert the
Chapter 11 cases to cases under Chapter 7 of the Bankruptcy Code. In Chapter 7
cases, a trustee or trustees would be elected or appointed to liquidate the
assets of the Debtors. The proceeds of the liquidation would be distributed to
the respective holders of Claims against the Debtors in accordance with the
priorities established by the Bankruptcy Code.

Under Chapter 7, a secured creditor whose claim is fully secured would
be entitled to full payment, including interest, from the proceeds of the sale
of its collateral. Unless its claim is non-recourse, a secured creditor whose
collateral is not sufficient in value to pay its claim in full could be entitled
to assert an unsecured claim for its deficiency. Non-recourse secured claims
would be limited to payment from the sale or repossession of the collateral,
regardless of the actual value of that collateral. Claims entitled to priority
under the Bankruptcy Code would be paid in full before any distribution to
general unsecured creditors. Funds, if any, remaining after payment of
administrative claims and priority claims would be distributed pro-rata to
general unsecured creditors.

- 50 -

<PAGE>

A Chapter 7 liquidation of the Debtors would be a complex and massive
operation which in turn would be extremely disruptive to operation of and
tenants in the Landmarked Properties. An orderly, well thought-out transition
in management must be effectuated for a unique operation such as the Debtors.
It is not expected that Chapter 7 would be sought absent the inability of the
REIT and the REIT Designee to perform their obligations under the Plan on the
Effective Date and thereafter.

The only significant known Unencumbered Assets of the Debtors are
certain development rights and air rights with a speculative value. Thus, in a
Chapter 7, creditors other than the REIT would not receive any meaningful
distribution. In a liquidation under Chapter 7, before creditors received any
distribution, additional administrative expenses involved in the appointment of
a trustee (and its attorneys, and possibly accountants or other professionals to
assist such trustee) would cause a substantial diminution in the value of these
estates.

It is certain that a liquidation of the Debtors' assets under Chapter
7 would cause irreparable harm to creditors and other parties with an interest
in the Landmarked Properties.

VII. TAX CONSEQUENCES

The Debtors have not obtained rulings from the Internal Revenue
Service regarding the federal tax implications of the Plan.

THE DEBTORS ARE NOT OFFERING TAX ADVICE TO ANY CREDITOR AND THIS DISCLOSURE
STATEMENT SHOULD NOT BE CONSIDERED TO CONTAIN ANY SPECIFIC ADVICE OR INSTRUCTION
CONCERNING THE TAX TREATMENT OF ANY CLAIM OR INTEREST. EACH CREDITOR IS URGED
TO CONSULT WITH ITS OWN LEGAL, ACCOUNTING OR OTHER ADVISOR CONCERNING THE TAX
TREATMENT OF ITS CLAIM OR ANY DISTRIBUTION FROM OR ON BEHALF OF THE DEBTORS
PURSUANT TO THE PLAN OR OTHERWISE.

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

- 51 -

<PAGE>

VIII. CONCLUSION

The Proponents believe that confirmation of the Plan is in the best
interest of all creditors. The Proponents have worked diligently and
expeditiously to formulate a Plan that would address the Debtors' obligations
and afford substantially all creditors an opportunity to receive a full recovery
on the Allowed Amount of their Claims. The Proponents strongly urge that the
Plan be accepted.

DATED: New York, New York
January _____, 1996

ROCKEFELLER CENTER PROPERTIES, ROCKEFELLER GROUP, INC.,
AND RCP ASSOCIATES, Debtors a Delaware Corporation
and Debtors-in-Possession

By: By:
-------------------------- -------------------------
Name: Lorian L. Marlantes Name: Lorian L. Marlantes
Title: President Title: President
Rockefeller Group, Inc.
General Partner of
Rockefeller Center
Properties and RCP
Associates

TOGUT, SEGAL & SEGAL DEWEY BALLANTINE
Attorneys for Rockefeller Attorneys for Rockefeller
Center Properties and Group, Inc.
RCP Associates, Debtors
and Debtors-in-Possession

By: By:
-------------------------- -------------------------
Albert Togut (AT-9759) Richard S. Miller (RSM-2428)
A Member of the Firm A Member of the Firm
One Penn Plaza 1301 Avenue of the Americas
New York, New York 10119 New York, New York 10020
(212) 594-5000 (212) 259-8000

<PAGE>

EXHIBIT "1"

SECOND AMENDED JOINT PLAN OF REORGANIZATION FOR
ROCKEFELLER CENTER PROPERTIES AND RCP ASSOCIATES

<PAGE>

WHITEHALL STREET REAL ESTATE
LIMITED PARTNERSHIP V

WHITEHALL STREET REAL ESTATE
LIMITED PARTNERSHIP VI

PERSONAL AND CONFIDENTIAL

September 18, 1995

Board of Directors
Rockefeller Center Properties, Inc.
1270 Avenue of the Americas, Suite 2410
New York, NY 10020

Attention: Dr. Peter Linneman
Chairman

Gentlemen:

Enclosed is our response to the questions posed by your financial advisor
concerning specific details of our proposal. We believe that it is obvious
that our transaction offers the greatest value for RCPI and its shareholders
compared to other proposals. Moreover, we are prepared to work with the Board
to develop the optimal technical structure for this transaction within the
framework of the economic terms we have proposed.

Our proposal offers numerous important advantages for the shareholders of
RCPI, including:

Higher Price

Less Dilution

Shareholder Participation

Honors Existing Agreements

Few Conditions

Quicker Funding

We respectfully request an opportunity to meet with the Board of Directors and
its advisors to discuss our proposal in person with you to review its
advantages and to meet any concerns or objections which you may have. We are
confident that after a careful review of RCPI's alternatives, you will select
our proposal as the one most beneficial to shareholders.

Sincerely,

/s/ Daniel Neidich
Daniel Neidich
(on behalf of Goldman, Sachs & Co.
Goldman Sachs Mortgage Company
and Whitehall Real Estate Limited Partnership V)

<PAGE>

Requested Clarification to Offer to RCPI
dated September 11, 1995 by
Whitehall Street Real Estate Limited Partnership V

1. Describe and provide a schematic of the structure of RCPI or Newco at
each point during and after the merger.

The recapitalization proposal outlined in our letter to the Board of
Directors of RCPI, dated September 11, 1995 (the "Proposal"),
contemplates the merger structure set forth below. However, we
remain amenable to effecting the Proposal without a merger, should
the Board so desire, or through other means that the Board may
contemplate. In addition, if the Board would so prefer, we would be
willing to conduct the Rights Offering (as defined below)
simultaneously with the solicitation of shareholder approval of the
transaction.

Step 1: Whitehall establishes a wholly owned Delaware subsidiary,
Newco.

Step 2: Whitehall and its affiliates and RCPI execute definitive
agreements.

Step 3: RCPI circulates a proxy statement seeking shareholder
approval of the merger of Newco with RCPI (the "Merger").

Step 4: Assuming shareholder approval of the Merger, RCPI
commences immediately (one business day following the
shareholder approval) the $100 million rights offering
(the "Rights Offering") at $6.50 a share. The Rights
Offering remains open for 30 days.

Step 5: Whitehall contributes $100 million to Newco.

Step 6: The Merger occurs. Simultaneous with the Merger, (a) the
Rights Offering will close and the surviving company in
the Merger will issue the shares pursuant to the Rights
Offering either to existing shareholders of RCPI, a
combination of existing shareholders of RCPI and
Whitehall, or if no existing shareholders of RCPI
participate in the Rights Offering, to Whitehall, and (b)
Whitehall will contribute to the surviving company in the
Merger the funds necessary to fulfill its obligations as a
stand-by purchaser under the Rights Offering.

<PAGE>

Step 7: At the time of the Merger, the up to approximately $116
million outstanding principal amount under the GSMC loan
and the $213 million of RCPI's Current Coupon Convertible
Debentures due 2000 could be repaid, and any new
financing, as described in the Proposal, could be
consummated. Alternatively, RCPI could complete the
refinancing subsequent to the Merger, if market
conditions suggest this would be preferable.

Exhibit A hereto is a chart that sets forth the equity ownership
of stockholders of RCPI (other than Whitehall) and of Whitehall under
three different scenarios.

Please see Attachment I for a diagram of the Merger.

2. What are the "market covenants" Whitehall proposes for the 14%
Debentures?

The covenants in the 14% Debenture document are market covenants, and
were negotiated at a time when RCPI 1) owned, as its sole asset, a
sub-performing mortgage security, and 2) faced tremendous uncertainty
with respect to its financial viability. The proposed transaction will
result in strong equity sponsorship of RCPI. The equity sponsorship,
coupled with RCPI's anticipated ownership of the property, allows for
greater flexibility in modifying these covenants if we reach an agreement
with you. Please see Attachment II for our proposed mark-up of the
existing loan covenants contained in the existing Debenture Purchase
Agreement to accommodate our proposed transaction. As for the mortgage
"property level" covenants, Whitehall is prepared to accept what is
negotiated in the mortgage documents with the new mortgage lender.

3. Please provide subordination language with respect to the 14%
Debentures.

Please see Attachment III, which is the form of Intercreditor Agreement
pursuant to which Whitehall subordinates its 14% Debentures to
Goldman Sachs Mortgage Company's senior notes. We would propose this
as the basis for the subordination of the 14% Debentures to the new
financing.

4. Does Whitehall plan to sell any or all of the twelve buildings in the
next few years?

No, Whitehall does not have any such plan.

5. If Whitehall plans to sell any or all of the buildings, what is the
proposed timing and proceeds recognition schedule?

Not applicable.

<PAGE>

6. What is Whitehall's strategy with respect to negotiations with RGI
for a consensual foreclosure?

Whitehall expects that the Board of Directors of RCPI will develop a
strategy in consultation with Whitehall for a quick, consensual
foreclosure.

7. Do you plan to include parties in addition to Whitehall in your
investment group?

Our Proposal contemplates that all existing shareholders of RCPI will
have the opportunity to participate with Whitehall in this investment
through the Rights Offering. We do not require additional investors,
although we would consider adding investors who bring strategic
benefits to RCPI.

8. Will you immediately suspend or modify your cash flow sweep
requirements under the two existing loan facilities?

Upon consummation of the Proposal, the cash flow sweep would be
eliminated from the Debenture Purchase Agreement, dated as of
December 18, 1994, between RCPI and Whitehall, and would not exist
with respect to the GSMC loan if the GSMC loan is repaid. Until that
time, our Proposal does not contemplate any modifications to the cash
flow sweep requirements in our two existing loan facilities.
However, as you know, in our letter to RCPI, dated August 28, 1995 (a
copy of which is attached as Exhibit B), GSMC offered to waive the
$33 million cash flow sweep prepayment which was due on September 1,
1995, in order to give RCPI additional time to consider its
alternatives and to avoid fees and other costs and restrictions in
connection with the interim financing arrangements negotiated with
the Zell group. GSMC is prepared to lend the Company an additional
$33 million under the GSMC Loan Agreement to replace the funds paid
to GSMC in that sweep.

<PAGE>

9. Explain your fee and expense estimates with respect to both the
equity and debt financings.

Stock Purchase: No Fee

Rights Offering: 3% of Commitment ($3,000,000). We expect that all
of the rights will be exercised, in which case no
additional fees would be payable. If, however, any
rights are not exercised, Whitehall would purchase
the shares for which rights are not exercised, and
Whitehall will be entitled to a take-up fee equal
to 3% of the aggregate purchase price of those
shares.

Debt Financing: For acting as financial advisor in connection with
the issuance of the new debt contemplated by our
Proposal, GS would receive an advisory fee equal to
1% of the aggregate principal amount of such new
debt. We do not plan to purchase the new debt for
our own account. See Question 16.

Expense Estimate: $1,000,000

10. What fees will Goldman charge to serve as financial advisor to RCPI
for the new financing?

The only fees that we contemplate in connection with our Proposal are
set forth in the answer to Question 9.

11. Will current or future warrants receive dividends?

There would be no change in the existing Warrant Agreement with
respect to dividends.

12. What dividend policy and payments do you project?

We expect that the Board of Directors will determine dividend policy
and payments in light of all the circumstances. Accordingly, we have
not projected any particular dividend policy, although of course we
expect the Company to retain REIT status.

13. How do you plan to position the Whitehall proposal for the required
shareholder vote?

See Question 1.

<PAGE>

14. At what interest rates do you expect to finance the $350 million or
$625 million debt pieces?

We expect that the new debt financing would be raised at the interest
rate and on the terms then prevailing in the market. Based on
current market conditions, we would expect the interest rate on such
new debt, if issued today, would be LIBOR + 250 basis points or less.

15. Will Whitehall principal the new debt?

No. However, see Question 16.

16. If GSMC will principal the new financing, what interest rate and fees
does it expect to charge?

GSMC has no plans to principal the new debt financing. GSMC would
consider offering to principal the new debt on market terms, for
customary fees, at the request of the Company. We expect the Company
to obtain the best financing available to it in the market at the
time any financing is completed.

Moreover, our Proposal is not conditioned on any financing or
refinancing, all of which could be completed after closing at the
discretion of the Company in light of then existing market
conditions.

17. Please explain the "without regard to the principles of conflict of
laws" statement in Section 7.

The purpose of the clause is to ensure that the substantive laws of the
State of New York will always govern the letter. The clause means that
in the event the conflicts of law principles of the State of New York
were to require the application of the substantive laws of another
jurisdiction, the conflicts of law principles would be disregarded
and the substantive laws of the State of New York would govern the
letter.

18. Are warrants defined as "equity securities"?

Warrants are included in the term "equity securities" as it is used
in the Proposal.

<PAGE>

19. With respect to Whitehall Board seats, will Whitehall relinquish all
Board representation rights if it sells all of its stock but retains
warrants?

No. As you know, Whitehall currently has the right to Board
representation based on its ownership of warrants. Under our
Proposal, we would expect to continue to have Board representation
approximately equal to our percentage ownership in the Company on a
fully diluted basis.

20. Will the new debt amortize in proportion to the accretion of the zero
coupon bonds?

We expect that the new debt will amortize in proportion to the
accretion of the zero coupon bonds, since that will reduce the
Company's financing cost and avoid any increase in the overall
leverage of the Company. However, the amortization schedule of the
new debt will be determined based on market conditions and
negotiations with the new lender.

21. When do you expect to close the Stock Purchase and Rights Offering?

As soon as practicable. We would anticipate that the closing would
probably occur approximately 80 days following the execution of
definitive documents (30 days to prepare the documents, file them with
the SEC and have them cleared, 20 days to solicit shareholder approval
and 30 days to conduct the Rights Offering).

22. Will Whitehall receive anti-dilution protection in the future only to
the extent that new equity securities are issued at a price below the
then fair market value of the securities issued?

Upon consummation of the Proposal, our anti-dilution protection would
be amended so that the sale of securities at market value would not
trigger the application of the anti-dilution protection. The anti-
dilution provisions would continue to protect us against below market
issuances, stock dividends, stock splits and the other circumstances
now covered by those provisions.

<PAGE>

23. Will Whitehall receive a 6% fee on the Take-up Shares (3% on New
Shares plus 3% on Take-up Shares)?

Yes. To the extent the existing shareholders of RCPI neither exercise
their rights nor sell them to others who would exercise, Whitehall would
purchase the shares for which rights are not exercised and would be
entitled to a 3% Take-up fee. Please note that our Proposal contemplates
free transferability and trading of the rights. See Question 9.

24. Why does Whitehall request that RCPI waive its "excess shares"
provisions?

Our Proposal contemplates that the "excess share" provision will not
apply in the context of the Merger, and that in the future, the
Company will have a standard "excess share" provision -- one that
permits the Board of Directors to waive the "excess share" provision
with respect to any persons or transactions so long as such waiver
does not adversely affect the REIT status of the entity.

25. Would Whitehall defer the September 22, 1995 expiration of the letter
agreement?

We would be pleased to consider extending the expiration date at the
request of the Company.

26. Other Comments.

We note that the additional warrants contemplated by our Proposal
under the anti-dilution provisions of our Warrant Agreement would
have an exercise price of $6.50, and therefore would be less dilutive
to the shareholders and much less valuable than new warrants issued at
a lower price.

Further, we note that the 14% Debentures provide several advantages
to the Company compared to short-term floating rate debt. The
Debentures have a 12-year term, a fixed interest rate, a pay-in-kind
feature, are subordinated to certain other debt, and require no fees.
All of these considerations benefit the shareholders compared to
short-term floating rate debt.

<PAGE>

EXHIBIT A

Summary Fully-Diluted Ownership Table

Public Exercises/ Public and
Whitehall Does Whitehall both Public does not
Current Ownership Not Exercise Exercise

<S> <C> <C> <C> <C>
Public 80.1% 63.7% 63.7% 45.5%

Whitehall
Common 0.0% 18.3% 18.3% 36.5%

Warrants 19.9% 18.0% 18.0% 18.0%

Total Whitehall 19.9% 36.3% 36.3% 54.5%

Total 100.0% 100.0% 100.0% 100.0%

</TABLE>

<PAGE>

Case #1: Public Exercises/Whitehall Does Not Exercise
(all numbers in $000's)

<TABLE>
<CAPTION>
Existing Ownership Proposed Transaction

Fully Diluted
# Warrants # Warrants Fully
Shares @$5.00 # % Shares @$6.50<F1> Diluted

<S> <C> <C> <C> <C> <C> <C> <C>
Public 38,261 0 38,261 80.10% 15,385 0 15,385
Whitehall 0 9,505 9,505 19.90% 15,385 5,647 21,032

Total 38,261 9,505 47,766 100.00% 30,769 5,647 36,417

Total-After Implementation of Transaction

Shares Warrants Fully Diluted
# % # %
<S> <C> <C> <C> <C> <C>

Public 53,645 77.71% 0 53,645 63.72%
Whitehall 15,385 22.29% 15,153 30,538 36.28%

Total 69,030 100.00% 15,153 84,183 100.00%

<FN>
<F1>
* Issued pursuant to antidilution provisions of Warrant Agreement dated December 19, 1994
between Whitehall and RCPI under which RCPI is obligated to maintain Whitehall's
warrant position at 19.9% on a fully-diluted basis. In our Proposal, Whitehall would
accept a voluntary reduction in the percentage of its warrant position to 18.0%.
Whitehall would receive no additional warrants as a result of it being a purchaser of
additional shares of common stock.
</FN>
</TABLE>

<PAGE>

Case #2: Public Exercises/Whitehall Exercises
(all numbers in $000's)

<TABLE>
<CAPTION>
Existing Ownership Proposed Transaction

Fully Diluted
# Warrants # Warrants Fully
Shares @$5.00 # % Shares @$6.50<F1> Diluted

<S> <C> <C> <C> <C> <C> <C> <C>
Public 38,261 0 38,261 80.10% 12,323 0 12,323
Whitehall 0 9,505 9,505 19.90% 18,446 5,647 24,094

Total 38,261 9,505 47,766 100.00% 30,769 5,647 36,417

Total-After Implementation of Transaction

Shares Warrants Fully Diluted
# % # %

<S> <C> <C> <C> <C> <C>
Public 50,584 73.28% 0 50,584 60.09%
Whitehall 18,446 26.72% 15,153 33,599 39.91%

Total 69,030 100.00% 15,153 84,183 100.00%

<PAGE>

Case #3: Public Does Not Exercise
(all numbers in $000's)

<TABLE>
<CAPTION>
Existing Ownership Proposed Transaction

Fully Diluted
# Warrants # Warrants Fully
Shares @$5.00 # % Shares @$6.50<F1> Diluted

<S> <C> <C> <C> <C> <C> <C> <C>
Public 38,261 0 38,261 80.10% 0 0 0
Whitehall 0 9,505 9,505 19.90% 30,769 5,647 36,417

Total 38,261 9,505 47,766 100.00% 30,769 5,647 36,417

Total-After Implementation of Transaction

Shares Warrants Fully Diluted
# % # %
<S> <C> <C> <C> <C> <C>

Public 38,261 55.43% 0 38,261 45.45%
Whitehall 30,769 44.57% 15,153 45,922 54.55%

Total 69,030 100.00% 15,153 84,183 100.00%

<PAGE>

EXHIBIT B

PERSONAL AND CONFIDENTIAL

August 28, 1995

Board of Directors
Rockefeller Center Properties, Inc.
1270 Avenue of the Americas
New York, New York 10020.

Attention: Dr. Peter Linneman
Chairman

Gentlemen:

We are prepared to waive the mandatory principal prepayment due September 1
in order to give you additional time to consider your alternatives and to
avoid fees and other costs and restrictions in connection with the $33
million interim financing you have negotiated with the Zell Group.

We believe that the equityholders of RCPI would be better off if RCPI
obtained a waiver of the Prepayment from GSMC and thereby avoided the
conditions and fees required in the Zell Loan Transaction. Therefore,
subject to your satisfying the conditions set forth in the attached form,
GSMC is prepared to waive the Prepayment in exchange for a $500,000 waiver
fee, which fee will be added to the balance of the GSMC loan.

As always, we remain eager to work with the Board constructively to help
RCPI solve its liquidity problems while honoring its obligations.

As we indicated to you in our letter of August 11, 1995, we believe that
the entire Zell recapitalization plan that formed the basis of the Zell
Letter of Intent and is summarized in the Form 8-K is not in the best
interests of the equityholders of RCPI. Please note that the GSMC waiver
is not conditioned in any way on any action by RCPI

<PAGE>

respecting the Zell recapitalization plan. However, we hope that by
relieving the time pressure created by the Prepayment, the waiver will help
the Board to develop a financing plan that is in the best interests of the
equityholders of RCPI and complies with all of RCPI's obligations.

Sincerely,

GOLDMAN, SACHS & CO.
on behalf of itself,
GOLDMAN SACHS MORTGAGE COMPANY and
WHITEHALL REAL ESTATE LIMITED
PARTNERSHIP V

/s/ Goldman, Sachs & Co.
________________________________________

<PAGE>

WAIVER

Goldman Sachs Mortgage Company ("GSMC") hereby agrees to waive the
obligation of Rockefeller Center Properties, Inc. ("RCPI") to make the
$33.7 million mandatory principal prepayment (the "Prepayment") due to GSMC
on September 1 under Section 2.05(b) of the Loan Agreement, dated as of
December 18, 1994, between RCPI and GSMC (the "GSMC Loan Agreement") on the
following conditions: (a) RCPI does not consummate the loan and share
issuance transactions contemplated by the Investment Agreement, dated
August 18, 1995, between Zell/Merrill Lynch Real Estate Opportunity
Partners Limited Partnership III and RCPI (the "Investment Agreement") or
any similar transaction (and thereby terminates the Investment Agreement),
(b) RCPI waives its right under the various agreements entered into between
RCPI and Goldman, Sachs & Co., GSMC and Whitehall Street Real Estate Limited
Partnership V (together, the "Whitehall Group") to borrow up to $10 million
for working capital needs, and (c) RCPI agrees to pay to GSMC $500,000 as a
waiver fee, which fee shall be added to the balance of the GSMC loan.

The waiver granted hereby does not constitute a waiver of any other
provision of, or the obligation of RCPI to make any other payments under,
the GSMC Loan Agreement or any agreement entered into between RCPI and any
member of the Whitehall Group.

Please indicate your agreement to have GSMC waive the Prepayment on the
terms set forth in this waiver by signing below in the space indicated and
returning a copy of the executed waiver.

Sincerely,

GOLDMAN, SACHS & CO. on Agreed and Accepted:
behalf of itself, GOLDMAN
SACHS MORTGAGE COMPANY and ROCKEFELLER CENTER
WHITEHALL REAL ESTATE PROPERTIES, INC.
LIMITED PARTNERSHIP V

/s/ Goldman, Sachs & Co.
____________________________ ____________________

<PAGE>

CONFIDENTIAL

BOARD OF DIRECTORS

CONFIDENTIAL INFORMATION PACKAGE

September 22, 1995

PaineWebber Incorporated

<PAGE>

ROCKEFELLER CENTER PROPERTIES, INC.

TABLE OF CONTENTS

I. Introduction

RCPI CURRENT SITUATION

II. Summary of Alternatives

III. Zell Transaction

IV. Goldman Proposal

V. Independent Alternative

APPENDIX

A. GOLDMAN, SACHS TERM SHEET DATED SEPTEMBER 11, 1995
GOLDMAN, SACHS 13D/A FILING DATED SEPTEMBER 18, 1995

B. LETTER OF INTENT BETWEEN RCPI, NBC AND EQUITY OFFICE HOLDINGS
DATED SEPTEMBER 11, 1995

C. ASSUMPTIONS USED IN CASH FLOW MODELS

PaineWebber Incorporated

<PAGE>

ROCKEFELLER CENTER PROPERTIES, INC.

I. INTRODUCTION -- RCPI CURRENT SITUATION

- On September 12, 1995, Rockefeller Center Properties, Inc. ("RCPI" or
the "Company") and Equity Office Holdings, L.L.C. ("Zell") executed an
Agreement and Plan of Combination (the "Zell Transaction") dated as of
September 11, 1995.

- The Zell Transaction contemplates a $250 million equity investment in
a recapitalization and deleveraging of RCPI by Zell and other
institutional investors (the "Zell Investors"). The Zell Investors
include The Walt Disney Company and General Electric and the National
Broadcasting Company. The equity investment will be increased to
$265 million in the event of a specified "consensual" transaction with
Rockefeller Center Properties and RCP Associates (collectively, the
"Borrower"). The Zell Transaction is discussed further in Tab III.

- After RCPI reached an agreement with Zell on September 12, 1995, RCPI
received by facsimile transmission a proposal from Goldman Sachs
Mortgage Company and Whitehall Street Real Estate Limited Partnership
V ("Goldman" or "Goldman, Sachs" and the "Goldman Proposal") dated as
of September 11, 1995.

- The Goldman Proposal contemplates (i) a $100 million equity investment
by Goldman, (ii) a $100 million rights offering to existing RCPI
equity holders (including Goldman) underwritten by Goldman and (iii) a
$50 million commitment by Goldman to underwrite an additional rights
offering in the next three years if desired by RCPI's Board of
Directors. The Goldman Proposal is discussed further in Tab IV.

PaineWebber Incorporated 1
<PAGE>

ROCKEFELLER CENTER PROPERTIES, INC.

INTRODUCTION -- RCPI CURRENT SITUATION

- Also on September 12, 1995, the Borrower announced its intent to
transfer ownership to RCPI (the "Transfer"), pursuant to a
reorganization plan, of the 12 landmarked buildings at Rockefeller
Center ("Rockefeller Center" or the "Property") that serve as
collateral for RCPI's $1.3 billion loan to the Borrower. The Borrower
announced its intent to enter a Transfer in both a press release and
in a verbal statement that day in Federal Bankruptcy Court.

- The Federal Bankruptcy Court established on September 12, 1995 the
following tentative dates to proceed with the proposed Transfer
between RCPI and the Borrower. These dates assume successful
negotiations with the Borrower with respect to the Transfer.

-- October 3, 1995: Filing of joint plan of
reorganization and disclosure statement by RCPI and the
Borrower

-- October 30, 1995: Hearing to consider the disclosure
statement

-- November 28, 1995: Hearing to confirm the joint plan of
reorganization. The Court warned that a bankruptcy case of
this size will probably require more than one confirmation
hearing to receive final approval of the bankruptcy plan by
the Court

- Based on the schedule outlined by the Bankruptcy Court, it is expected
that confirmation of a joint plan of reorganization would occur in
December 1995 or January 1996, although neither the timing nor the
outcome is certain.

- The purpose of this presentation is to review RCPI's current strategic
alternatives with respect to the Zell Transaction and the Goldman
Proposal. The presentation also briefly considers an "Independent
Alternative." A summary of the alternatives is provided in Tab II.

PaineWebber Incorporated 2
<PAGE>

ROCKEFELLER CENTER PROPERTIES, INC.

II. SUMMARY OF ALTERNATIVES

- ----------------------------------------------------------------------------------------------------------------------------------
NET PRESENT VALUE PER SHARE AT VARIOUS
STRATEGIC PRIMARY PRIMARY SCENARIO DISCOUNT RATES (4)
ALTERNATIVE TAB ADVANTAGES DISADVANTAGES (3) -------------------------------------------
10% 11% 12% 13% 14% 15%
- ----------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

1 ZELL III - More Conservative - RCPI Share Reduced to BASE
TRANSACTION Capital Structure either 39% (Base) or 2007 $8.40 $7.66 $7.00 $6.40 $5.87 $5.39
(1) - Less Expensive Debt 30% (Alternative) 2000 $8.25 $7.90 $7.57 $7.25 $6.95 $6.67
- Strength in Borrower - 62.5% Shareholder
Negotiations Vote Required ALTERNATIVE
- Zell Interest - Practical Difficulties 2007 $7.44 $6.80 $6.22 $5.71 $5.24 $4.82
Alignment in Prepaying 2000 $7.41 $7.09 $6.80 $6.51 $6.25 $5.99
- Long Term Property Goldman Debt
Value Focus - Zell Investors Control
- Operating Expertise Over Nureit,
- Balance Sheet Subject to Independent
Flexibility Board
- Agreement Executed - RCPI Bears Goldman
- Updated Corporate Risk
Charter - Certain Bankruptcy
Court Approval Required
to Close
- Transaction Uncertainty
and Complexity

- ----------------------------------------------------------------------------------------------------------------------------------

2 GOLDMAN IV - Goldman Cooperation - Higher and Increasing BASE
PROPOSAL (2) - 50% Shareholder Vote Leverage 2007 $8.24 $7.52 $6.87 $6.29 $5.76 $5.29
Required - More Expensive Debt 2000 $8.01 $7.67 $7.35 $7.04 $6.75 $6.47
- Updated Corporate - Less Balance Sheet
Charter Flexibility ALTERNATIVE
- 18% Share Price - Goldman Debt Interest 2007 $8.03 $7.34 $6.72 $6.17 $5.66 $5.21
Premium to Zell and Equity Interest 2000 $7.85 $7.51 $7.20 $6.90 $6.62 $6.35
Transaction - Goldman Control Over
- RCPI Shareholder Nureit, Subject to
Participation/ Independent Board
Mandate

- ----------------------------------------------------------------------------------------------------------------------------------

3 INDEPENDENT V - Reduced Shareholder - Inflexible Corporate N/A N/A N/A N/A N/A N/A N/A
ALTERNATIVE Ownership Dilution Charter
- RCPI Rights Offering - Potential Inability
can be Achieved to Meet Short Term
Without Shareholder Cash Obligations
or Goldman Approval - No Operating Partner
- Triggers Goldman
Anti-Dilution

</TABLE>

(1) The Zell scenarios assume a GE/NBC credit lease financing based on current
market quotes. The ability to achieve such a financing is dependent upon
completion of a definitive agreement on terms substantially similar to the
Letter of Intent signed by RCPI, NBC and Equity Office Holdings on
September 11, 1995 which is included in Appendix B.

Zell Base Scenario assumes that Goldman receives anti-dilution protection
only on the $23 million private placement of RCPI shares to the Zell
Investors.

Zell Alternative Scenario assumes that Goldman receives anti-dilution
protection on both the RCPI and Nureit shares purchased by the Zell
Investors.

(2) Goldman Base Scenario contemplates a $200 million equity investment through
(i) a $100 million private placement to Goldman and (ii) a $100 million
rights offering to Goldman and RCPI shareholders.

Goldman Alternative Scenario contemplates a $250 million equity investment
through (i) a $100 million private placement to Goldman and (ii) a
$150 million rights offering to Goldman and RCPI shareholders.

(3) Analyses assume a sale of the property in either December 2000 or
December 2007, as detailed in Appendix C.

(4) Net present value calculated as of January 1, 1996. Discussion of discount
rate theory in footnotes to Financial Summary in Tabs III and IV. Other
assumptions set forth in Appendix C.

PaineWebber Incorporated 3
<PAGE>

ROCKEFELLER CENTER PROPERTIES, INC.

SUMMARY OF ALTERNATIVES -- DEBT STRUCTURE

- ----------------------------------------------------------------------------------------------------------------------------------
($ IN MILLIONS)
NUREIT ASSUMED
STRATEGIC INDEBTEDNESS ON ASSUMED INTEREST 1996 DEBT REQUIRED
ALTERNATIVE TAB JANUARY 1, 1996 AMOUNT RATE SERVICE (8) AMORTIZATION
- ----------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C> <C> <C>

1 ZELL TRANSACTION BASE III GE/NBC Credit Lease Financing (3) $355.0 7.25% (6) $25.6 27 Years (9)
SCENARIO (1) Commercial Bank Loan (Chemical) 344.0 8.25% 28.4 None
------ ---- ----
TOTAL/WEIGHTED AVERAGE $699.0 7.74% $54.0

- ----------------------------------------------------------------------------------------------------------------------------------

2 GOLDMAN PROPOSAL BASE IV Whitehall Debentures $ 75.0 (4) 14.00% $10.5 None
SCENARIO (2) Third Party Debt 300.0 9.50% (7) 28.5 None
Zero Coupon Convertible Debentures 360.3 (5) 10.22% 36.8 Accretes
------ ---- ----
TOTAL/WEIGHTED AVERAGE $735.3 10.31% $75.8

- ----------------------------------------------------------------------------------------------------------------------------------

</TABLE>

CONSIDERATIONS

- - On December 31, 2000, total debt is projected to be $887 million under the
Goldman Proposal Base Scenario and $673 million under the Zell Transaction
Base Scenario, a $214 million differential.

- - The Zell Transaction debt structure provides for $148 million of cumulative
interest savings (including accrued interest) over the next five years.

- - In 2001, the Zell Transaction Base Scenario debt structure is projected to
allow for 2.3x debt service coverage as opposed to 1.6x under the Goldman
Proposal Base Scenario.

- ---------------

(1) Zell Base Scenario assumes that Goldman receives anti-dilution protection
only on the $23 million private placement of RCPI shares to the Zell
Investors.
(2) Goldman Base Scenario contemplates a $200 million equity investment through
(i) a $100 million private placement to Goldman and (ii) a $100 million
rights offering to Goldman and RCPI shareholders.
(3) Assumes GE / NBC credit lease financing based on current market quotes.
The ability to achieve such a financing is dependent upon completion of a
definitive agreement on terms substantially similar to the Letter of Intent
signed by RCPI, NBC and Equity Office Holdings on September 11, 1995 which
is included in Appendix B.
(4) Payable in cash or, if Net Cash Flow is insufficient, in kind.
(5) Debt principal accretes at 10.225% through December 31, 2000. If
bondholders do not elect to convert on December 31, 2000, the Zero Coupon
Convertible Debentures will automatically be exchanged for non-convertible
floating rate notes which will bear interest at a rate equal to 90-day
LIBOR plus a spread of between 25 to 100 basis points (assumed to be LIBOR
+ 50 basis points (7.50% assumed) for purposes of this analysis).
(6) Effective monthly payment rate of 8.45%, including principal amortization.
(7) Represents estimated LIBOR spread in Goldman Proposal of LIBOR + 300 basis
points plus an estimated 50 basis points for term interest rate swaps, for
a fixed rate of 9.50%.
(8) Interest only, includes non-cash payment of interest on Zero Coupon
Convertible Debentures for comparative purposes.
(9) Based on 27 year amortization with monthly payments.

PaineWebber Incorporated 4
<PAGE>

ROCKEFELLER CENTER PROPERTIES, INC.

III. ZELL TRANSACTION

FINANCIAL SUMMARY

FULLY NET PRESENT VALUE PER SHARE AT VARIOUS
DILUTED SHARES DISCOUNT RATES AS OF JANUARY 1, 1996 (4)
SCENARIO (1) OUTSTANDING --------------------------------------------------------
10% 11% 12% 13% 14% 15%
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>

BASE GOLDMAN RECEIVES ANTI-DILUTION
PROTECTION ONLY IN RCPI
Sell Property in 2007 97,576,748 $8.40 $7.66 $7.00 $6.40 $5.87 $5.39
Sell Property in 2000 97,576,748 $8.25 $7.90 $7.57 $7.25 $6.95 $6.67

ALTERNATIVE GOLDMAN RECEIVES ANTI-DILUTION
PROTECTION IN RCPI AND NUREIT
Sell Property in 2007 127,111,973 $7.44 $6.80 $6.22 $5.71 $5.24 $4.82
Sell Property in 2000 127,111,973 $7.41 $7.09 $6.80 $6.51 $6.25 $5.99

- ----------------------------------------------------------------------------------------------------------------------------------

INDEBTEDNESS ON JANUARY 1, 1996
- ----------------------------------------------------------------------------------------------------------------------------------
(IN MILLIONS) ASSUMED ASSUMED REQUIRED
DEBT OUTSTANDING AMOUNT INTEREST RATE AMORTIZATION
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>

GE/NBC Credit Lease Financing (2) $355.0 7.25% (3) 27 Years (5)
Commercial Bank Loan (Chemical) 344.0 8.25% None
------ ----
Total/Weighted Average $699.0 7.74%

- ----------------------------------------------------------------------------------------------------------------------------------

</TABLE>

- --------------

(1) Zell Base Scenario assumes that Goldman receives anti-dilution protection
only on the $23 million private placement of RCPI shares to the Zell
Investors. Goldman Base Scenario contemplates a $200 million equity
investment through (i) a $100 million private placement to Goldman and
(ii) a $100 million rights offering to Goldman and RCPI shareholders. Debt
structures are identical for Base and Alternative Scenarios.
(2) Assumes GE / NBC credit lease financing based on current market quotes.
The ability to achieve such a financing is dependent upon completion of a
definitive agreement on terms substantially similar to the Letter of Intent
signed by RCPI, NBC and Equity Office Holdings on September 11, 1995 which
is included in Appendix B. If the GE / NBC financing does not occur, the
debt would consist solely of the commercial bank loan resulting in an NPV
range (2007 Property sale; 10% to 15% discount rates) of $8.09 to $5.15,
respectively, in the Base Scenario and $7.16 to $4.60, respectively, in the
Alternative Scenario.
(3) Effective payment rate of 8.45%, including principal amortization.
(4) The selection of an appropriate discount rate to use in calculating net
present value requires consideration of a broad range of qualitative and
quantitative variables. These variables include but are not limited to (i)
the entity's cost of debt and equity capital on both an overall and
marginal basis, (ii) the entity's leverage level with respect to its
ability to service debt and its debt ratio relative to comparable companies
in its industry, (iii) the entity's capital structure flexibility with
respect to restrictive covenants and (iv) other important factors.
(5) Based on monthly 27 year amortization with monthly payments.

PaineWebber Incorporated 5
<PAGE>

ROCKEFELLER CENTER PROPERTIES, INC.

ZELL TRANSACTION DEBT STRUCTURE

DEBT PRINCIPAL BALANCE (1)

(IN MILLIONS) AS OF YEAR ENDING DECEMBER 31,
--------------------------------------------------------------------------------------
1996 1997 1998 1999 2000 2001
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>

GE/NBC Credit Lease Financing $350.6 $345.9 $340.8 $335.3 $329.4 $323.1
Commercial Bank Loan (Chemical) 344.0 344.0 344.0 344.0 344.0 344.0
------ ------ ------ ------ ------ ------
Total Debt $694.6 $689.9 $684.8 $679.3 $673.4 $667.1
- --------------------------------------------------------------------------------------------------------------------------------

DEBT SERVICE COVERAGE (1)
(IN MILLIONS, EXCEPT COVERAGE RATIOS) 1996 1997 1998 1999 2000 2001
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>

EBITDA (2) $ 66.4 $ 94.9 $118.5 $122.6 $121.4 $117.8
Interest Expense -- Cash $ 54.0 $ 53.6 $ 53.3 $ 52.9 $ 52.5 $ 52.1
Debt Service Coverage -- Cash 1.23x 1.77x 2.22x 2.32x 2.31x 2.26x
- --------------------------------------------------------------------------------------------------------------------------------

</TABLE>

(1) Debt structures are identical for Zell Transaction Base and Alternative
Scenarios.
(2) Property net operating income, plus interest income received, less general
and administrative expenses.

PaineWebber Incorporated 6

<PAGE>

ROCKEFELLER CENTER PROPERTIES, INC.

ZELL TRANSACTION OWNERSHIP

ZELL BASE SCENARIO: GOLDMAN RECEIVES ANTI-DILUTION PROTECTION ONLY IN RCPI

- --------------------------------------------------------------------------------------------------------------------------------
SHARES % PRIMARY WARRANTS & TOTAL FULLY % FULLY
OWNED SHARES SARS DILUTED DILUTED
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>

RCPI Shareholders 38,260,704 45.7% -- 38,260,704 39.2%
Zell Investors 45,454,545 54.3% 3,333,829 48,788,374 50.0%
Goldman, Sachs -- 0.0% 10,527,670 10,527,670 10.8%
---------- ----- ---------- ----------- -----
83,715,249 100.0% 13,861,499 97,576,748 100.0%
- --------------------------------------------------------------------------------------------------------------------------------

ZELL ALTERNATIVE SCENARIO: GOLDMAN RECEIVES ANTI-DILUTION PROTECTION IN BOTH RCPI AND NUREIT
- --------------------------------------------------------------------------------------------------------------------------------

SHARES % PRIMARY WARRANTS & TOTAL FULLY % FULLY
OWNED SHARES SARS DILUTED DILUTED
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>

RCPI Shareholders 38,260,704 45.7% -- 38,260,704 30.1%
Zell Investors 45,454,545 54.3% 18,101,442 63,555,987 50.0%
Goldman, Sachs -- 0.0% 25,295,283 25,295,283 19.9%
---------- ----- ---------- ----------- -----
83,715,249 100.0% 43,396,724 127,111,973 100.0%
- --------------------------------------------------------------------------------------------------------------------------------

</TABLE>

PaineWebber Incorporated 7
<PAGE>

ROCKEFELLER CENTER PROPERTIES, INC.

ZELL TRANSACTION STRUCTURE

TRANSACTION STRUCTURE

- - Sale of assets of RCPI to Nureit, which will ultimately own and operate
Rockefeller Center.

- - Equity investment by Zell Investors in Nureit of $250 million in a non-
consensual transaction. The $265 million investment by the Zell Investors
in a specified consensual transaction with the Borrower is not assumed in
these analyses.

- - Approximately $699 million placement of intermediate and long term, fixed
rate debt.

-- Nureit will raise approximately $355 million through a 27
year term, AAA-rated credit lease financing on the NBC space
at a rate of approximately 75 basis points over the yield on
the interpolated 27 year Treasury bond.

-- Nureit will also raise approximately $344 million for 5
years at a rate of approximately LIBOR + 175 basis points
plus an estimated 50 basis points for full term interest
rate swaps, which will result in a fixed rate of
approximately 8.25%. Chemical Bank has been identified as a
potential lender at these terms.

- - RCPI equity holders (including Goldman) will receive 50% of Nureit on a
fully diluted basis and approximately $835 million cash to repay all
existing indebtedness, retire the swaps and fund estimated transaction
costs.

- - If Goldman's anti-dilution protection is not enforceable against Nureit's
capitalization (Zell Base Scenario), upon completion of the transactions
the Zell Investors will own 45.5 million shares and 3.3 million SARs,
representing 50.0% of the REIT's economics. Goldman, Sachs will own a
total of 10.5 million warrants and SARs, representing 10.8% of the REIT's
economics. The RCPI shareholders will be diluted to 39.2% of the REIT's
economics.

- - If Goldman's anti-dilution protection is enforceable against Nureit's
capitalization (Zell Alternative Scenario), upon completion of the
transactions the Zell Investors will own 45.5 million shares and 18.1
million SARs, representing 50.0% of the REIT's economics. Goldman, Sachs
will own a total of 25.3 million warrants and SARs, representing 19.9% of
the REIT's economics. The RCPI shareholders will be diluted to 30.1% of
the REIT's economics.

- - Total indebtedness is projected to decline annually through credit lease
financing amortization from approximately $699 million on January 1, 1996.
Assuming a $7.50 stock price, this would represent an initial Debt to Total
Market Capitalization Ratio of 51%.

- - Nureit will have approximately $114 million of working capital upon
closing.

- - Nureit's Board will consist of nine Directors with five independent
Directors.

PaineWebber Incorporated 8
<PAGE>

ROCKEFELLER CENTER PROPERTIES, INC.

ZELL TRANSACTION CONSIDERATIONS

CONSIDERATIONS
<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------------------
ADVANTAGES DISADVANTAGES
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C>

- More conservative capital structure -- 51% Debt to Total - If Goldman anti-dilution extended to Nureit, current RCPI
Market Capitalization after transaction is completed shareholders economic interest reduced to 30% (Alternative
(based on $7.50 stock price) Scenario) versus 39% if anti-dilution extends only to RCPI
(Base Scenario)
- Significantly less expensive debt; weighted average rate
of approximately 7.74% - Shareholder approval may be difficult to achieve - will
require a 62.5% affirmative shareholder vote with Goldman
- Ability to negotiate the Transfer with Borrower from a dissent
position of strength
- Practical difficulty in prepayment of Whitehall Debentures
- Zell interests aligned with common shareholders' due to timing of cash flow sweep payments. If unsuccessful,
interests RCPI may need to file for bankruptcy to achieve its
reorganization
- Management strategy to maximize long term real estate
value of Rockefeller Center - Zell Investors will have de facto control over RCPI, subject
to an independent board
- Zell office management expertise
- Risk of Goldman anti-dilution borne solely by RCPI, not Zell
- Disney entertainment / retail expertise Investors

- Balance sheet flexibility - Certain Bankruptcy Court approval required to close

- Zell Transaction Agreement has been documented and - Does not have perception of "fairness" of a rights offering
executed
- Transaction uncertainty and complexity
- Updated corporate charter
- Short term funding offered allows RCPI to fund current
- Shareholder vote is a mandate for a new company strategy operations only up to March 1, 1996
and capitalization policy
- ----------------------------------------------------------------------------------------------------------------------------------

</TABLE>

PaineWebber Incorporated 9
<PAGE>

ROCKEFELLER CENTER PROPERTIES, INC.

IV. GOLDMAN PROPOSAL

FINANCIAL SUMMARY

- ----------------------------------------------------------------------------------------------------------------------------------
FULLY NET PRESENT VALUE PER SHARE AT VARIOUS
DILUTED SHARES DISCOUNT RATES AS OF JANUARY 1, 1996 (5)
SCENARIO OUTSTANDING -------------------------------------------------------
10% 11% 12% 13% 14% 15%
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>

BASE $200 MILLION EQUITY INVESTMENT
Sell Property in 2007 84,182,847 $8.24 $7.52 $6.87 $6.29 $5.76 $5.29
Sell Property in 2000 84,182,847 $8.01 $7.67 $7.35 $7.04 $6.75 $6.47
- ----------------------------------------------------------------------------------------------------------------------------------
ALTERNATIVE $250 MILLION EQUITY INVESTMENT
Sell Property in 2007 93,563,710 $8.03 $7.34 $6.72 $6.17 $5.66 $5.21
Sell Property in 2000 93,563,710 $7.85 $7.51 $7.20 $6.90 $6.62 $6.35
- ----------------------------------------------------------------------------------------------------------------------------------

BASE SCENARIO INDEBTEDNESS ON JANUARY 1, 1996 (1)
- ----------------------------------------------------------------------------------------------------------------------------------
(IN MILLIONS)
ASSUMED REQUIRED
DEBT OUTSTANDING (1) ASSUMED AMOUNT INTEREST RATE AMORTIZATION
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>

Whitehall Debentures $ 75.0 (2) 14.00% None
Third Party Debt 300.0 (1) 9.50% (4) None
Zero Coupon Convertible Debentures 360.3 (3) 10.22% Accretes
------ ------
Total/Weighted Average $735.3 10.31%
- ----------------------------------------------------------------------------------------------------------------------------------

</TABLE>

- ---------------

(1) Goldman Alternative Scenario assumes third party debt of $250 million
versus $300 million in Goldman Base Scenario. This $50 million debt
paydown is achieved through the second rights offering proceeds.
(2) Payable in cash or, if Net Cash Flow is insufficient, in kind.
(3) Debt principal accretes at 10.225% through December 31, 2000. If
bondholders do not elect to convert on December 31, 2000, the Zero Coupon
Convertible Debentures will automatically be exchanged for non-convertible
floating rate notes which will bear interest at a rate equal to 90-day
LIBOR plus a spread of between 25 to 100 basis points (assumed to be LIBOR
+ 50 basis points for purposes of this analysis).
(4) Represents estimated LIBOR spread in Goldman Proposal of LIBOR + 300 basis
points plus an estimated 50 basis points for term interest rate swaps, for
a fixed rate of 9.50%.
(5) The selection of an appropriate discount rate to use in calculating net
present value requires consideration of a broad range of qualitative and
quantitative variables. These variables include but are not limited to (i)
the entity's cost of debt and equity capital on both an overall and
marginal basis, (ii) the entity's leverage level with respect to its
ability to service debt and its debt ratio relative to comparable companies
in its industry, (iii) the entity's capital structure flexibility with
respect to restrictive covenants and (iv) other important factors.

PaineWebber Incorporated 10
<PAGE>

ROCKEFELLER CENTER PROPERTIES, INC.

GOLDMAN PROPOSAL DEBT STRUCTURE

DEBT PRINCIPAL BALANCE -- BASE SCENARIO (1)

- --------------------------------------------------------------------------------------------------------------------------------
(IN MILLIONS) AS OF YEAR ENDING DECEMBER 31,
------------------------------------------------------------------------------
1996 1997 1998 1999 2000 2001
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>

Whitehall Debentures $ 75.0 $ 75.0 $ 75.0 $ 75.0 $ 75.0 $ 75.0
Third Party Debt 300.0 300.0 276.2 254.7 225.4 225.4
Zero Coupon Convertible Debentures 397.1 437.7 482.5 531.8 586.2 586.2
------ ------ ------ ------ ------ ------
Total Debt $772.1 $812.7 $833.7 $861.5 $886.6 $886.6
- --------------------------------------------------------------------------------------------------------------------------------

DEBT SERVICE COVERAGE -- BASE SCENARIO
- --------------------------------------------------------------------------------------------------------------------------------
(IN MILLIONS, EXCEPT COVERAGE RATIOS) 1996 1997 1998 1999 2000 2001
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>

EBITDA (2) $ 46.9 $80.4 $122.6 $126.7 $125.5 $121.9
Interest Expense -- Cash $ 39.0 $39.0 $ 39.0 $ 36.7 $ 34.7 $ 75.9
Interest Expense -- Cash & Accrual (3) $ 75.8 $79.6 $ 83.8 $ 86.1 $ 89.1 $ 75.9
Debt Service Coverage -- Cash 1.20x 2.06x 3.14x 3.45x 3.62x 1.61x
Debt Service Coverage -- Cash & Accrual (3) 0.62x 1.01x 1.46x 1.47x 1.41x 1.61x
- --------------------------------------------------------------------------------------------------------------------------------

</TABLE>

- ------------------

(1) Goldman Alternative Scenario assumes third party debt of $250 million
versus $300 million in Goldman Base Scenario. This $50 million debt
paydown is achieved through the second rights offering proceeds.
(2) Property net operating income, plus interest income received, less general
and administrative expense.
(3) Includes accrual of interest on the Zero Coupon Convertible Debentures.

PaineWebber Incorporated 11
<PAGE>

ROCKEFELLER CENTER PROPERTIES, INC.

GOLDMAN PROPOSAL OWNERSHIP SUMMARY

GOLDMAN BASE SCENARIO: 100% RCPI SUBSCRIPTION TO RIGHTS OFFERING (1)
<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------------------------------------
SHARES % PRIMARY TOTAL FULLY % FULLY
OWNED SHARES WARRANTS DILUTED DILUTED
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>

RCPI Shareholders 50,583,781 73.3% -- 50,583,781 60.1%
Goldman, Sachs 18,446,154 26.7% 15,152,913 33,599,066 39.9%
---------- ----- ---------- --------- ------
69,029,935 100.0% 15,152,913 84,182,847 100.0%
- --------------------------------------------------------------------------------------------------------------------------------

GOLDMAN BASE SCENARIO: 0% RCPI SUBSCRIPTION TO RIGHTS OFFERING (1)
- --------------------------------------------------------------------------------------------------------------------------------
SHARES % PRIMARY TOTAL FULLY % FULLY
OWNED SHARES WARRANTS DILUTED DILUTED
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>

RCPI Shareholders 38,260,704 55.4% -- 38,260,704 45.4%
Goldman, Sachs 30,769,231 44.6% 15,152,913 45,922,143 54.6%
---------- ----- ---------- --------- ------
69,029,935 100.0% 15,152,913 84,182,847 100.0%
- --------------------------------------------------------------------------------------------------------------------------------

</TABLE>

- ------------------

(1) Goldman Alternative Scenario assumes an additional $50 million is raised
through a second rights offering at $6.50 per share for 93,563,710 total
fully diluted shares. The diminished economics under this alternative are
shown on page 10.

PaineWebber Incorporated 12
<PAGE>

ROCKEFELLER CENTER PROPERTIES, INC.

GOLDMAN PROPOSAL TRANSACTION STRUCTURE

TRANSACTION STRUCTURE

- - To pay the Zell Transaction break-up fees and repay the working capital
line, RCPI completes a private placement of $27.0 million of RCPI common
shares to Goldman at $6.50 per share on the date a transaction with Goldman
is announced. In addition, RCPI will borrow $10.0 million from Goldman in
additional Floating Rate Notes.

- - RCPI repays the Floating Rate Notes balance of $127 million after December
27, 1995 with a 1.5% penalty ($1.9 million), repays the Current Coupon
Convertible Debentures balance of $213 million and retires its swap
obligations.

- - RCPI completes its private placement to Goldman for the remaining
$73.0 million of Common Shares.

- - Goldman completes a $100 million rights offering (for a total equity
investment of $200 million) for RCPI common shares to RCPI Shareholders and
Goldman in the Goldman Base Scenario.

- - Goldman, at the Board's request, will commit to stand by to underwrite an
equity rights offering of up to $50 million at $6.50 per share within the
next three years. The Goldman Alternative Scenario assumes the execution
of this rights offering at closing with proceeds used to reduce the third
party debt to $250 million.

- - RCPI common shareholders and Goldman exchange their shares for Nureit
common shares on a one-for-one basis.

- - Goldman exchanges its RCPI warrants and SARs for Nureit warrants and is
given additional Nureit warrants to bring its total economic interest to
18.0%. Goldman will own between 39.9% and 54.6% of Nureit on a fully
diluted basis, depending on the RCPI shareholder subscription level.

- - Nureit borrows $300 million (in Goldman Base Scenario) in fixed rate debt
($250 million in Goldman Alternative Scenario) from Goldman or another
source at an assumed rate of 9.5%, interest only.

- - Nureit assumes RCPI's 14% Debentures (which will be subordinate to the $300
million or $250 million in new third party debt) and Zero Coupon
Convertible Debentures and uses a portion of the proceeds from the debt and
equity offerings to retire the remainder of RCPI's indebtedness and
obligations (approximately $372.5 million on December 31, 1995).

- - Goldman will receive fees equal to (i) an up-front commitment fee equal to
3% of the aggregate dollar value of the rights offering and (ii) a 3%
"Take-up" fee on the aggregate value of the shares it purchases from rights
that were not exercised.

- - Nureit will have approximately $101 million of working capital upon
closing.

- - Nureit Board will consist of nine Directors with five independent Directors
and four Goldman Directors.

- - Offer terminates on September 22, 1995 unless definitive agreement signed
(Goldman offered to extend the termination date in its September 18, 1995
13-D/A filing with the S.E.C.).

PaineWebber Incorporated 13
<PAGE>

ROCKEFELLER CENTER PROPERTIES, INC.

GOLDMAN PROPOSAL CONSIDERATIONS

CONSIDERATIONS

- -----------------------------------------------------------------------------------------------------------------------------------
ADVANTAGES DISADVANTAGES
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C>

- Certainty of Goldman approval and cooperation - Higher initial leverage which increases annually, reaching $887
million (Goldman Base Scenario) in 2000 versus $673 million in
- Goldman cooperation allows shareholder vote threshold Zell Transaction (Zell Base Scenario)
of 50% as opposed to 62.5% with Goldman dissent
- More expensive debt; weighted average rate of approximately
- Updated corporate charter 10.3% versus approximately 7.7% in Zell Transaction

- Goldman share purchase price of $6.50 per share is an - Less balance sheet flexibility
18% premium to the $5.50 per share purchase price
contemplated in the Zell Transaction - More burdensome covenants on more expensive, shorter term debt

- RCPI shareholder participation / mandate via rights - Goldman's position as a debt holder may not represent the same
offering interests as RCPI's shareholders' interests

- No Bankruptcy Court approval required to close - Goldman may have de facto control over RCPI, subject to an
independent board
- Short term funding offered allows RCPI to fund current
operations past March 1, 1996 - Unclear management strategy with respect to real estate value
of Rockefeller Center

- No office, retail or entertainment expertise
- ----------------------------------------------------------------------------------------------------------------------------------

</TABLE>

PaineWebber Incorporated 14
<PAGE>

ROCKEFELLER CENTER PROPERTIES, INC.

V. INDEPENDENT ALTERNATIVE

- - Assuming the Borrower follows through on its September 12, 1995
announcement of its intent to transfer ownership of Rockefeller Center to
RCPI, RCPI's Board now has the theoretical option of foregoing both the
Zell Transaction and the Goldman Proposal (the "Independent Alternative").

- - The Independent Alternative provides the advantage of minimizing the
dilution of ownership of the current shareholders compared to the Zell or
Goldman opportunities.

- - However, RCPI must still raise capital to have the ability to fund the
obligations of ownership of Rockefeller Center. These obligations include
the cash requirements of funding the costs of bankruptcy resolution and of
leasing the approximate 1 million square feet of vacant space.

- - The Independent Alternative raises a series of considerations for the
Board, a few of which follow:

-- Will the loss of a viable financial partner for RCPI impact the
status of the Borrower's current cooperative approach with respect to
the Transfer of ownership of Rockefeller Center?

-- If the Board foregoes the Zell Transaction it will immediately be
required to repay the $10 million working capital loan with accrued
interest. How will RCPI quickly raise equity capital in order to
(i) repay the working capital loan and (ii) continue to meet
operating and debt service obligations prior to a large
recapitalization?

-- How will RCPI raise the equity capital required to fund the costs of
bankruptcy resolution and the current 1 million square foot leasing
requirement?

-- Is the Board willing to continue operating RCPI under the outdated
Company charter, which was structured for a special purpose vehicle?
The merger formats contemplated by the Zell Transaction and Goldman
Proposal offer RCPI the opportunity to adopt a charter that has the
flexibility required to own and operate Rockefeller Center.

PaineWebber Incorporated 15

<PAGE>

ROCKEFELLER CENTER PROPERTIES, INC.

INDEPENDENT ALTERNATIVE

-- How will RCPI obtain the necessary operational skills and depth
required to operate and enhance the value of Rockefeller Center and
Radio City Music Hall?

-- From a tactical perspective, could RCPI be ready to raise the
required equity capital and staffing to take control of Rockefeller
Center in the first quarter of 1996?

-- Does the Board want a shareholder vote to approve of the Independent
Alternative?

-- How will the Independent Alternative impact the status of the current
positive agreements with respect to GE, which will allow for the
raising of approximately $355 million of debt at an attractive rate,
and The Walt Disney Company, which is prepared to propose
opportunities for Radio City Music Hall and potentially certain of
Rockefeller Center's retail space?

-- Without a merger structure, is the Board prepared to continue
operating under the status quo with respect to Goldman, Sachs?

PaineWebber Incorporated 16

<PAGE>

ROCKEFELLER CENTER PROPERTIES, INC.

INDEPENDENT ALTERNATIVE CONSIDERATIONS

CONSIDERATIONS

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
ADVANTAGES DISADVANTAGES
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
- -- Reduced ownership dilution of current shareholders -- Current inflexible Company charter is virtually impossible
to change (80% shareholder vote required) without a
- -- RCPI rights offering at fair market value can be achieved merger structure
without a shareholder vote or Goldman, Sachs approval

-- Potential inability to meet short term cash obligations

-- No real estate operating partner

-- Triggers Goldman, Sachs anti-dilution and retains certain
burdensome debt covenants

-- GE and Disney participation uncertain

-- Uncertainty of response by the Borrower and impact on
current negotiations

-- Uncertainty of response by Bankruptcy Court with respect
to RCPI's financial viability

-- Tactical requirements with respect to need for quick equity
capital raise and staffing to operate Rockefeller Center

- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

PaineWebber Incorporated 17

<PAGE>

ROCKEFELLER CENTER PROPERTIES, INC.

ASSUMPTIONS USED IN CASH FLOW MODELS

- - December 31, 1995 closing.

- - Terminal Value of $1.71 billion in December 2000 and $2.26 billion in
December 2007. Terminal value is calculated using Douglas Elliman's
December 1994 appraisal methodology (an average of the discounted cash
value from five different holding periods).

- - Rockefeller Center property cash flow projections have been prepared by The
Realtech Group and assume a lease-up to an approximate 96% economic
occupancy by January 1, 1998. The projections are the Case 2 cash flow
projections presented to the Board on August 3, 1995, as updated by The
Realtech Group.

- - Nureit obtains a new working capital line of credit to meet potential cash
shortfalls.

- - Annual dividend distributions, if any, are set at a maximum of $0.60 per
share and are made only when Net Cash Flow is positive and no balance on
the assumed line of credit exists.

- - Distributions to warrant and SAR holders are paid as per the December 1994
warrant and SAR agreements.

- - Remaining cash flow after dividend distributions is used to prepay existing
indebtedness.

- - RCPI receives the property on or prior to closing and uses $55 million cash
to pay property-related obligations ($68 million of expenses, reduced by
the $13 million cash assumed to be available on the Property's balance
sheet).

- - Transaction costs estimated to be $20 million.

PaineWebber Incorporated 18
<PAGE>

ROCKEFELLER CENTER PROPERTIES, INC.

ASSUMPTIONS USED IN ZELL TRANSACTION MODEL

IN ADDITION TO THE ASSUMPTIONS OUTLINED ABOVE, THE FOLLOWING ASSUMPTIONS HAVE
BEEN MADE WITH RESPECT TO THE ZELL TRANSACTION:

- - None of the $15 million placed in escrow by the Zell Investors and RCPI
will be paid to settle unknown liabilities of the Company which may or may
not arise.

- - NBC lease payments are modified as per the Term Sheet between RCPI, NBC and
Equity Office Holdings dated September 11, 1995 (see Appendix B).

- - GE / NBC credit lease financing payments are based on 7.25% interest and 27
year monthly amortization.

- - Commercial bank loan payments are based on an interest rate of LIBOR + 175
basis points plus an estimated 50 basis points for term interest rate swaps
to fix the interest payments.

- - Remaining cash flow after dividend distributions is used to prepay the
commercial bank loan.

PaineWebber Incorporated 19
<PAGE>

ROCKEFELLER CENTER PROPERTIES, INC.

GOLDMAN PROPOSAL ASSUMPTIONS

IN ADDITION TO THE ASSUMPTIONS OUTLINED ABOVE, THE FOLLOWING ASSUMPTIONS HAVE
BEEN MADE WITH RESPECT TO THE GOLDMAN PROPOSAL:

- - Zero Coupon Convertible Debentures are kept in place and, on December 31,
2000, convert into floating rate notes which bear interest at a rate of
LIBOR + 50 basis points, which is assumed to be 7.50%.

- - Third party debt payments are based on an interest rate of LIBOR + 300
basis points plus an estimated 50 basis points for term interest rate swaps
to fix the interest payments.

- - Remaining cash flow after divided distributions is used to prepay third
party debt.

PaineWebber Incorporated 20

<PAGE>

CONFIDENTIAL

BOARD OF DIRECTORS
CONFIDENTIAL INFORMATION PACKAGE SUPPLEMENT

September 22, 1995

PaineWebber Incorporated
<PAGE>

CONFIDENTIAL

TABLE OF CONTENTS

NOTE: THIS INFORMATION SUPPLEMENTS THE CONFIDENTIAL INFORMATION PACKAGE
DATED SEPTEMBER 22, 1995 WHICH WAS DELIVERED TO THE BOARD OF DIRECTORS
ON SEPTEMBER 20, 1995.

I. Updated Case 2 Cash Flow Projections

-- STATUS QUO
-- WITH NBC LEASE MODIFICATIONS

II. Projected Dividend Distributions

-- ZELL TRANSACTION BASE SCENARIO
-- ZELL TRANSACTION ALTERNATIVE SCENARIO
-- GOLDMAN PROPOSAL BASE SCENARIO
-- GOLDMAN PROPOSAL ALTERNATIVE SCENARIO

PaineWebber Incorporated
<PAGE>

CONFIDENTIAL

I. UPDATED CASE 2 CASH FLOW PROJECTIONS

OVERVIEW

- - Rockefeller Center property cash flow projections have been prepared by The
Realtech Group and assume a lease-up to an approximate 96% economic
occupancy by January 1, 1998. The projections are the Case 2 cash flow
projections presented to the Board of Directors on August 3, 1995, as
updated by The Realtech Group to reflect recent leasing.

- - Cash flow projections have been prepared under two separate scenarios:
(i) the "Status Quo" scenario reflects the projected cash flow assumptions
as described above and (ii) the "With NBC Lease Modification" scenario
reflects the Status Quo scenario with a modified cash flow stream due to
the change in NBC's lease payment schedule.

-- As stated in the Letter of Intent signed by RCPI, Equity
Office Holdings and NBC, NBC will modify its current lease
payment schedule to a triple-net rent lease under which it
will pay a monthly rent of approximately $2.5 million
through December 31, 2022 on its 1.28 million feet of space
(1).

- - These updated Case 2 cash flow projections provide the Rockefeller Center
cash flows which serve as the basis for the net present value analyses
performed on the Zell Transaction and Goldman Proposal which are outlined
in the Confidential Information Package.

- ---------------
(1) Does not include the approximately 19,000 square-foot "Studio 1A" lease or
any additional space leased by General Electric or NBC subsequent to the
1988 lease agreement.

PaineWebber Incorporated 1
<PAGE>

CONFIDENTIAL

UPDATED CASE 2 CASH FLOW PROJECTIONS
-- STATUS QUO

PROJECTED CASE 2 CASH FLOWS BASED ON APPRAISAL ASSUMPTIONS WITH LEASE-UP BY JANUARY 1, 1998
- -----------------------------------------------------------------------------------------------------------------------------
(THOUSANDS) 1996 1997 1998 1999 2000 2001
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>

Effective Gross Income $198,113 $237,061 $287,093 $299,181 $306,292 $313,931
Total Operating Expense (1) 148,179 153,893 161,320 169,119 177,307 188,455
-------- -------- -------- -------- -------- --------
Net Operating Income $ 49,934 $ 83,168 $125,773 $130,063 $128,984 $125,476
Tenant Work $ 21,513 $ 21,096 $ 2,764 $ 4,118 $ 4,968 $ 11,530
Leasing Commissions 10,048 8,791 1,411 2,126 3,417 7,097
Capitalized Expense (2) 14,644 12,485 14,167 20,825 11,775 7,350
-------- -------- -------- -------- -------- --------
Total Property Investment $ 46,205 $ 42,372 $ 18,342 $ 27,069 $ 20,160 $ 25,977
-------- -------- -------- -------- -------- --------
Net Cash Flow Before Debt Service $ 3,729 $ 40,797 $107,431 $102,993 $108,824 $ 99,499
- -----------------------------------------------------------------------------------------------------------------------------

Effective Gross Income $333,304 $354,587 $363,907 $368,227 $380,469 $406,894
Total Operating Expense 197,483 206,963 216,916 227,367 238,340 249,863
-------- -------- -------- -------- -------- --------
Net Operating Income $135,820 $147,624 $146,991 $140,860 $142,128 $157,031
Tenant Work $ 9,471 $ 4,543 $ 13,572 $ 12,272 $ 22,804 $ 18,976
Leasing Commissions 6,182 2,250 9,993 9,403 12,037 10,486
Capitalized Expense (2) 7,000 7,000 7,000 7,280 7,571 7,874
-------- -------- -------- -------- -------- --------
Total Property Investment $ 22,653 $ 13,793 $ 30,565 $ 28,955 $ 42,412 $ 37,336
-------- -------- -------- -------- -------- --------
Net Cash Flow Before Debt Service $113,167 $133,831 $116,426 $111,906 $ 99,717 $119,695
- -----------------------------------------------------------------------------------------------------------------------------

</TABLE>

- ---------------
(1) Does not include potential New York City tax rebate in 1996 due to the
uncertainty of the net impact to the property after reimbursements to
tenants.
(2) Capital expenditures represent the Borrower's budget through 2004 and
increase by the assumed growth rate thereafter.

PaineWebber Incorporated 2
<PAGE>

CONFIDENTIAL

UPDATED CASE 2 CASH FLOW PROJECTIONS
-- WITH NBC LEASE MODIFICATIONS

Effective Gross Income $217,577 $250,632 $282,984 $295,072 $302,183 $309,822
Total Operating Expense (1) 148,179 153,893 161,320 169,119 177,307 188,455
-------- -------- -------- -------- -------- --------
Net Operating Income $ 69,398 $ 96,739 $121,664 $125,954 $124,875 $121,367
Tenant Work $ 21,513 $ 21,096 $ 2,764 $ 4,118 $ 4,968 $ 11,530
Leasing Commissions 10,048 8,791 1,411 2,126 3,417 7,097
Capitalized Expense (2) 14,644 12,485 14,167 20,825 11,775 7,350
-------- -------- -------- -------- -------- --------
Total Property Investment $ 46,205 $ 42,372 $ 18,342 $ 27,069 $ 20,160 $ 25,977
-------- -------- -------- -------- -------- --------
Net Cash Flow Before Debt Service $ 23,193 $ 54,368 $103,322 $ 98,884 $104,715 $ 95,390

- -----------------------------------------------------------------------------------------------------------------------------
(THOUSANDS) 2002 2003 2004 2005 2006 2007
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Effective Gross Income $329,195 $350,478 $359,798 $364,118 $376,360 $401,497
Total Operating Expense 197,483 206,963 216,916 227,367 238,340 249,863
-------- -------- -------- -------- -------- --------
Net Operating Income $131,711 $143,515 $142,882 $136,751 $138,019 $151,634
Tenant Work $ 9,471 $ 4,543 $ 13,572 $ 12,272 $ 22,804 $ 18,976
Leasing Commissions 6,182 2,250 9,993 9,403 12,037 10,486
Capitalized Expense (2) 7,000 7,000 7,000 7,280 7,571 7,874
-------- -------- -------- -------- -------- --------
Total Property Investment $ 22,653 $ 13,793 $ 30,565 $ 28,955 $ 42,412 $ 37,336
-------- -------- -------- -------- -------- --------
Net Cash Flow Before Debt Service $109,058 $129,722 $112,317 $107,797 $ 95,608 $114,298
- -----------------------------------------------------------------------------------------------------------------------------

</TABLE>

PaineWebber Incorporated 3
<PAGE>

CONFIDENTIAL

II. ZELL TRANSACTION
-- BASE SCENARIO DIVIDEND DISTRIBUTIONS

DISTRIBUTIONS PER SHARE -- 2007 SALE
- -----------------------------------------------------------------------------------------------------------------------------
1996 1997 1998 1999 2000 2001
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>

Distributions to Common Shareholders $ -- $0.22 $0.50 $0.44 $0.51 $ 0.40
Distributions to Warrant & SAR Holders (1) $ -- $ -- $ -- $ -- $ -- $ --
- -----------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------
2002 2003 2004 2005 2006 2007
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>

Distributions to Common Shareholders $0.54 $0.60 $0.58 $0.53 $0.41 $ 0.60
Distributions to Warrant & SAR Holders (1) $0.13 $0.19 $0.17 $0.12 $ -- $ 0.18
Residual Value in Terminal Year (2) $17.74
- -----------------------------------------------------------------------------------------------------------------------------

DISTRIBUTIONS PER SHARE -- 2000 SALE
- ------------------------------------------------------------------------------------------------------------------
1996 1997 1998 1999 2000
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>

Distributions to Common Shareholders $ -- $0.22 $0.50 $0.44 $ 0.51
Distributions to Warrant & SAR Holders (1) $ -- $ -- $ -- $ -- $ --
Residual Value in Terminal Year (2) $11.39
- ------------------------------------------------------------------------------------------------------------------

</TABLE>

- ---------------
(1) It is assumed that distributions will continue to be made to warrant and
SAR holders as per the warrant and SAR agreements dated December 18, 1994.
Under these agreements, warrant and SAR holders are entitled to receive
annual cash distributions equal to the positive difference, if any, between
the aggregate dividend paid per share of common stock during the prior
calendar year (placed in the current calendar year for modeling purposes)
and (i) with respect to years ending on or before December 31, 2000, $0.60
or (ii) thereafter, the product of the warrant or SAR exercise price
multiplied by LIBOR plus 1%.
(2) Residual value per share is calculated as property sale proceeds, plus cash
on Nureit's balance sheet, plus cash received from the conversion of
warrants and SARs, less debt outstanding, divided by the number of fully
diluted shares outstanding.

PaineWebber Incorporated 4
<PAGE>

CONFIDENTIAL

ZELL TRANSACTION
-- ALTERNATIVE SCENARIO DIVIDEND DISTRIBUTIONS

Distributions to Common Shareholders $0.52 $0.68 $0.54 $0.50 $0.39 $ 0.55
Distributions to Warrant & SAR Holders (1) $0.08 $0.24 $0.11 $0.07 $ -- $ 0.12
Residual Value in Terminal Year (2) $14.79
- -----------------------------------------------------------------------------------------------------------------------------

Distributions to Common Shareholders $ -- $0.22 $0.50 $0.44 $ 0.51
Distributions to Warrant & SAR Holders (1) $ -- $ -- $ -- $ -- $ --
Residual Value in Terminal Year (2) $10.03
- ------------------------------------------------------------------------------------------------------------------

</TABLE>

PaineWebber Incorporated 5
<PAGE>

CONFIDENTIAL

GOLDMAN PROPOSAL
-- BASE SCENARIO DIVIDEND DISTRIBUTIONS

Distributions to Common Shareholders $ -- $0.08 $0.60 $0.60 $0.60 $ 0.29
Distributions to Warrant Holders (1) $ -- $ -- $ -- $ -- $ -- $ --
- -----------------------------------------------------------------------------------------------------------------------------

Distributions to Common Shareholders $0.48 $0.60 $0.53 $0.47 $0.30 $ 0.57
Distributions to Warrant Holders (1) $0.03 $0.16 $0.08 $0.02 $ -- $ 0.12
Residual Value in Terminal Year (2) $17.46
- -----------------------------------------------------------------------------------------------------------------------------

Distributions to Common Shareholders $ -- $0.08 $0.60 $0.60 $ 0.60
Distributions to Warrant Holders (1) $ -- $ -- $ -- $ -- $ --
Residual Value in Terminal Year (2) $10.82
- ------------------------------------------------------------------------------------------------------------------

</TABLE>

- --------------

(1) It is assumed that distributions will continue to be made to warrant
holders as per the warrant agreements dated December 18, 1994. Under these
agreements, warrant holders are entitled to receive annual cash
distributions equal to the positive difference, if any, between the
aggregate dividend paid per share of common stock during the prior calendar
year (placed in the current calendar year for modeling purposes) and
(i) with respect to years ending on or before December 31, 2000, $0.60 or
(ii) thereafter, the product of the warrant exercise price multiplied by
LIBOR plus 1%.
(2) Residual value per share is calculated as property sale proceeds, plus cash
on Nureit's balance sheet, plus cash received from the conversion of
warrants, less debt outstanding, divided by the number of fully diluted
shares outstanding.

PaineWebber Incorporated 6
<PAGE>

CONFIDENTIAL

GOLDMAN PROPOSAL
-- ALTERNATIVE SCENARIO DIVIDEND DISTRIBUTIONS

Distributions to Common Shareholders $ -- $0.19 $0.60 $0.60 $0.60 $ 0.32
Distributions to Warrant & SAR Holders (1) $ -- $ -- $ -- $ -- $ -- $ --
- -----------------------------------------------------------------------------------------------------------------------------

Distributions to Common Shareholders $0.49 $0.60 $0.53 $0.48 $0.33 $ 0.57
Distributions to Warrant & SAR Holders (1) $0.04 $0.15 $0.08 $0.03 $ -- $ 0.12
Residual Value in Terminal Year (2) $16.37
- -----------------------------------------------------------------------------------------------------------------------------

Distributions to Common Shareholders $ -- $0.19 $0.60 $0.60 $ 0.60
Distributions to Warrant & SAR Holders (1) $ -- $ -- $ -- $ -- $ --
Residual Value in Terminal Year (2) $10.39
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

- ---------------
(1) It is assumed that distributions will continue to be made to warrant
holders as per the warrant agreements dated December 18, 1994. Under these
agreements, warrant holders are entitled to receive annual cash
distributions equal to the positive difference, if any, between the
aggregate dividend paid per share of common stock during the prior calendar
year (placed in the current calendar year for modeling purposes) and
(i) with respect to years ending on or before December 31, 2000, $0.60 or
(ii) thereafter, the product of the warrant exercise price multiplied by
LIBOR plus 1%.
(2) Residual value per share, calculated as property sale proceeds, plus cash
on REIT's balance sheet, plus cash received from the conversion of
warrants, less debt outstanding, divided by the number of fully diluted
shares outstanding.

PaineWebber Incorporated 7

<PAGE>

ROCKEFELLER CENTER PROPERTIES, INC.
ANALYSIS OF ZELL INVESTOR GROUP PROPOSAL

ASSUMES A CLOSING DATE OF DECEMBER 31, 1995

RCPI SOURCE OF PROCEEDS
- -------------------------------------------------------------------------------

Cash Proceeds From Zell Investor Group $ 1,025,900,000
Cash Proceeds From Warrant Conversion (1) 53,241,449
Cash Available at Closing 3,624,768
--------------
TOTAL SOURCE OF CASH PROCEEDS $ 1,082,766,217
- -------------------------------------------------------------------------------

RCPI USE OF PROCEEDS
- -------------------------------------------------------------------------------

Repayment of Current Coupon Convertible Debentures $ 213,170,000
Repayment of Zero Coupon Convertible Debentures 360,283,410
Repayment of Floating Rate Notes (2) 119,012,134
Repayment of 14% Debentures (2) 81,239,990
Repayment of Unsecured Working Capital Loan 10,351,769
Repurchase of Common Stock 23,000,000
Swaps (Estimated) 10,000,000
Estimated Transaction Costs 8,000,000
Liquidation Expenses and Other Company Liabilities 5,588,196
Litigation Reserve (3) -
-------------
TOTAL $ 830,645,499
- -------------------------------------------------------------------------------

CASH DISTRIBUTION TO RCPI SHAREHOLDERS
- -------------------------------------------------------------------------------
Cash Available for Distribution to RCPI Shareholders $ 252,120,718
Divide By: Fully Diluted Shares Outstanding 48,545,595
-------------
DISTRIBUTION PER SHARE $ 5.19
- -------------------------------------------------------------------------------

RCPI EQUITY OWNERSHIP AT CLOSING
- -------------------------------------------------------------------------------
SHARES OUTSTANDING CONVERSION PROCEEDS
------------------ -------------------
Common Shares (4) 38,260,704 $ -
Warrants (1) 4,497,785 23,283,531
Stock Appreciation
Rights (1) 5,787,106 29,957,918
-------------------- -------------------
FULLY DILUTED SHARES
OUTSTANDING 48,545,595 53,241,449

- -------------------------------------------------------------------------------

- --------------

Note: Assumes the Zell Investor Group will purchase $23 million of RCPI shares
as outlined in the Investment Agreement dated August 18, 1995 at Fair
Market Value on November 2 and December 5, 1995. This analysis further
assumes that the Zell Investor Group will agree to purchase an
additional $5 million of RCPI shares on January 2, 1996 if the
transaction has not closed. Fair market value is assumed to be $6.85 on
November 2, 1995 and $7.75 for all purchase dates thereafter.

(1) Reflects additional Warrants and SARs issued to Whitehall in connection
with the sale of shares to the Zell Investor Group.

(2) Assumes a 1.5% prepayment penalty on the Floating Rate Notes and
repayment of the 14% Debentures without penalty.

(3) Does not include a reserve for potential litigation, including litigation
by Goldman.

(4) After the repurchase of shares sold to the Zell Investor Group.

PaineWebber Incorporated

<PAGE>

ROCKEFELLER CENTER PROPERTIES, INC.
ANALYSIS OF ZELL INVESTOR GROUP PROPOSAL

ASSUMES A CLOSING DATE OF DECEMBER 31, 1995

NOTES PROVIDED TO RCPI SHAREHOLDERS
- -------------------------------------------------------------------------------

Second Mortgage Note $ 135,000,000
Face Value of Notes Per Fully
Diluted RCPI Share $ 2.78

Net Present Value of Principal (Using
a 6.5% Discount Rate) $ 1.31
Net Present value of Interest (Using
a 12.0% Discount Rate) 1.15
------------
NET PRESENT VALUE OF PRINCIPAL AND INTEREST $ 2.45
- -------------------------------------------------------------------------------

ESTIMATED VALUE OF PROPOSAL AT DECEMBER 31, 1995
- -------------------------------------------------------------------------------
FACE VALUE BASIS
Cash Proceeds Per Share $ 5.19
Second Mortgage Note Valued at Par (Per Share) 2.78
------------
ESTIMATED VALUE PER SHARE $ 7.97

NET PRESENT VALUE BASIS
Cash Proceeds Per Share $ 5.19
Net Present Value of Second Mortgage
Note Per Share (1) 2.45
------------
ESTIMATED VALUE PER SHARE $ 7.65
- -------------------------------------------------------------------------------

SENSITIVITY MATRIX - ESTIMATED VALUE OF PROPOSAL AT DECEMBER 31, 1995
- -------------------------------------------------------------------------------
DISCOUNT RATE USED TO DETERMINE NPV OF INTEREST (2)
10.0% 11.0% 12.0%
----- ----- -----
ESTIMATED VALUE
PER SHARE $7.76 $7.70 $7.65
- -------------------------------------------------------------------------------

- --------------

(1) Using a 12.0% discount rate to determine the Net Present Value of the
interest payments from the Second Mortgage Note.

(2) The discount rates in the above matrix are used only in the calculation
of the Net Present Value of interest payments from the Second Mortgage
Note. In all instances a 6.5% discount rate has been used to calculate
the Net Present Value of the principal payment on the Second Mortgage
Note.

PaineWebber Incorporated

<PAGE>

ROCKEFELLER CENTER PROPERTIES, INC.
ANALYSIS OF ZELL INVESTOR GROUP PROPOSAL

ASSUMES A CLOSING DATE OF MARCH 31, 1996

RCPI SOURCE OF PROCEEDS
- -------------------------------------------------------------------------------

Cash Proceeds From Zell Investor Group $ 1,025,900,000
Cash Proceeds From Warrant Conversion (1) 54,483,646
Cash Available at Closing 862,404
--------------
TOTAL SOURCE OF CASH PROCEEDS $ 1,081,246,050
- -------------------------------------------------------------------------------

RCPI USE OF PROCEEDS
- -------------------------------------------------------------------------------

Repayment of Current Coupon Convertible Debentures $ 220,175,003
Repayment of Zero Coupon Convertible Debentures 369,268,608
Repayment of Floating Rate Notes (2) 119,012,134
Repayment of 14% Debentures (2) 84,085,109
Repayment of Unsecured Working Capital Loan 10,612,726
Repurchase of Common Stock 28,000,000
Swaps (Estimated) 10,000,000
Estimated Transaction Costs 8,000,000
Liquidation Expenses and Other Company Liabilities 4,688,492
Litigation Reserve (3) -
-------------
TOTAL $ 853,842,072
- -------------------------------------------------------------------------------

CASH DISTRIBUTION TO RCPI SHAREHOLDERS
- -------------------------------------------------------------------------------
Cash Available for Distribution to RCPI Shareholders $ 227,403,978
Divide By: Fully Diluted Shares Outstanding 48,705,878
-------------
DISTRIBUTION PER SHARE $ 4.67
- -------------------------------------------------------------------------------

RCPI EQUITY OWNERSHIP AT CLOSING
- -------------------------------------------------------------------------------
SHARES OUTSTANDING CONVERSION PROCEEDS
------------------ -------------------
Common Shares (4) 38,260,704 $ -
Warrants (1) 4,567,880 23,826,768
Stock Appreciation
Rights (1) 5,877,294 30,656,878
-------------------- -------------------
FULLY DILUTED SHARES
OUTSTANDING 48,705,878 $ 54,483,646

- -------------------------------------------------------------------------------

- --------------

(1) Reflects additional Warrants and SARs issued to Whitehall in connection
with the sale of shares to the Zell Investor Group.

(2) Assumes a 1.5% prepayment penalty on the Floating Rate Notes and
repayment of the 14% Debentures without penalty.

(3) Does not include a reserve for potential litigation, including litigation
by Goldman.

(4) After the repurchase of shares sold to the Zell Investor Group.

PaineWebber Incorporated

<PAGE>

ROCKEFELLER CENTER PROPERTIES, INC.
ANALYSIS OF ZELL INVESTOR GROUP PROPOSAL

ASSUMES A CLOSING DATE OF MARCH 31, 1996

NOTES PROVIDED TO RCPI SHAREHOLDERS
- -------------------------------------------------------------------------------

Second Mortgage Note $ 135,000,000
Face Value of Notes Per Fully
Diluted RCPI Share $ 2.77

Net Present Value of Principal (Using
a 6.5% Discount Rate) $ 1.30
Net Present value of Interest (Using
a 12.0% Discount Rate) 1.14
------------
NET PRESENT VALUE OF PRINCIPAL AND INTEREST $ 2.44
- -------------------------------------------------------------------------------

ESTIMATED VALUE OF PROPOSAL AT MARCH 31, 1996
- -------------------------------------------------------------------------------
FACE VALUE BASIS
Cash Proceeds Per Share $ 4.67
Second Mortgage Note Valued at Par (Per Share) 2.77
------------
ESTIMATED VALUE PER SHARE $ 7.44

NET PRESENT VALUE BASIS
Cash Proceeds Per Share $ 4.67
Net Present Value of Second Mortgage
Note Per Share (1) 2.44
------------
ESTIMATED VALUE PER SHARE $ 7.11
- -------------------------------------------------------------------------------

SENSITIVITY MATRIX - ESTIMATED VALUE OF PROPOSAL AT MARCH 31, 1996
- -------------------------------------------------------------------------------
DISCOUNT RATE USED TO DETERMINE NPV OF INTEREST (2)
10.0% 11.0% 12.0%
----- ----- -----
ESTIMATED VALUE
PER SHARE $7.23 $7.17 $7.11
- -------------------------------------------------------------------------------

- --------------

(1) Using a 12.0% discount rate to determine the Net Present Value of the
interest payments from the Second Mortgage Note.

PaineWebber Incorporated

<PAGE>

Case 1

ROCKEFELLER CENTER PROPERTIES INC.
TOTAL FOR ALL
BUILDINGS
(IN $'000)
CASH FLOW PRO FORMA

---- ---- ---- ---- ---- ---- ---- ---- ---- ----
1995 1996 1997 1998 1999 2000 2001 2002 2003 2004
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

INCOME:
OFFICE SPACE 59,186 161,863 173,765 189,843 192,339 197,975 212,541 214,514 217,309 223,603
RETAIL SPACE 11,768 30,029 30,949 31,567 32,171 34,062 36,692 40,984 41,910 43,409
STORAGE SPACE 1,300 3,796 3,796 3,831 3,824 3,851 4,261 4,507 4,577 4,687
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
MINIMUM BASE RENTAL INC. 73,610 198,399 211,221 227,952 231,045 238,600 256,205 262,717 266,507 274,410
OVERAGE 1,921 4,069 4,341 4,626 4,926 4,644 4,959 5,241 5,601 5,990
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
BASE RENTAL INCOME 75,531 202,468 215,562 232,577 235,971 243,244 261,164 267,958 272,108 280,400

PROPERTY TAX INCOME 596 1,627 2,166 2,939 3,912 4,495 4,740 5,709 6,752 7,817
OPERATING EXPENSE INCOME 8,440 20,177 24,878 32,497 37,262 41,559 41,960 46,921 52,312 57,019
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
GROSS RENTAL INCOME 84,566 224,271 242,605 268,008 277,144 289,298 307,864 320,588 331,172 345,236

LESS: VACANCY 3,477 7,945 4,588 5,918 5,425 11,470 15,682 10,760 6,669 13,376
LESS: RENT CONCESSIONS 3,326 28,424 2,842 1,653 854 2,496 6,390 2,627 1,905 2,087
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
EFFECTIVE RENTAL INCOME 77,764 187,902 235,175 260,437 270,865 275,332 285,792 307,201 322,598 329,773

TENANT SERVICE 4,547 9,093 9,093 9,093 9,093 9,093 9,093 9,093 9,093 9,093
TENANT ELECTRIC 5,397 11,225 11,674 12,257 12,870 13,514 14,189 14,899 15,644 16,426
DISPLAY WINDOWS 33 68 70 74 78 81 85 90 94 99
SUNDRY 75 156 162 170 179 188 197 207 217 228
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
EFFECTIVE GROSS INCOME 87,814 208,443 256,175 282,031 293,085 298,208 309,357 331,489 347,646 355,619
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
OPERATING EXPENSE:
OPERATING & MAINTENANCE 31,882 66,315 68,967 72,415 76,036 79,838 83,830 88,021 92,423 97,044
UTILITIES 8,661 18,014 18,734 19,671 20,655 21,687 22,772 23,910 25,106 26,361
INSURANCE 851 1,769 1,840 1,932 2,028 2,130 2,236 2,348 2,466 2,589
MANAGEMENT FEE 1,358 2,824 2,937 3,083 3,238 3,399 3,569 3,748 3,935 4,132
GENERAL & ADMINISTRATIVE 500 1,040 1,082 1,136 1,192 1,252 1,315 1,380 1,449 1,522
REAL ESTATE TAXES 20,292 42,207 43,895 46,090 48,395 50,814 53,355 56,023 58,824 61,765
GROUND LEASE 325 650 650 650 650 650 3,200 3,200 3,200 3,200
TENANT SERVICES 2,348 4,696 4,696 4,696 4,696 4,696 4,696 4,696 4,696 4,696
TENANT ELECTRIC 5,128 10,665 11,092 11,646 12,229 12,840 13,482 14,156 14,864 15,607
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL OPERATING EXPENSE 71,343 148,179 153,893 161,320 169,119 177,307 188,455 197,483 206,963 216,916
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
NET OPERATING INCOME 16,471 60,264 102,282 120,711 123,966 120,900 120,902 134,006 140,683 138,703
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
OTHER EXPENSE:
TENANT WORK 41,288 2,071 1,369 2,705 4,118 14,052 6,655 4,440 4,467 13,474
LEASING COMMISSIONS 17,562 2,340 914 1,411 2,126 6,608 5,391 4,463 2,231 9,932
CAPITAL EXPENSE 48,411 14,644 12,485 14,167 20,825 11,775 7,350 7,000 7,000 7,000
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
NOI BEFORE DEBT SERVICE -90,790 41,209 87,513 102,428 96,897 88,465 101,506 118,104 126,986 108,297
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
**1995 REFLECTS A PARTIAL YEAR BEGINNING 7/95.
</TABLE>

<PAGE>

Case 1

ROCKEFELLER CENTER PROPERTIES INC.
TOTAL FOR ALL
BUILDINGS
(IN $'000)
CASH FLOW PRO FORMA

---- ---- ---- ---- ---- ---- ---- ---- ---- ----
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

INCOME:
OFFICE SPACE 237,529 259,762 265,996 274,747 288,215 310,980 333,229 339,285 357,330 370,121
RETAIL SPACE 44,794 47,265 49,344 50,481 51,746 55,340 62,911 65,151 66,945 68,295
STORAGE SPACE 5,029 5,769 5,858 5,992 6,196 6,736 7,282 7,452 7,685 7,863
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
MINIMUM BASE RENTAL INC. 290,064 315,913 324,316 334,338 349,275 376,174 403,422 411,888 431,960 446,279
OVERAGE 6,277 6,700 7,153 7,621 8,095 8,428 8,907 9,485 10,091 10,696
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
BASE RENTAL INCOME 296,340 322,612 331,469 341,958 357,369 384,601 412,329 421,373 442,051 456,975

PROPERTY TAX INCOME 8,202 5,948 7,036 8,373 8,920 9,085 7,842 8,803 9,818 11,702
OPERATING EXPENSE INCOME 58,908 54,741 60,544 66,706 70,170 70,837 70,901 78,342 81,492 88,336
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
GROSS RENTAL INCOME 363,451 383,302 399,048 417,037 436,459 464,524 491,073 508,518 533,361 557,014

LESS: VACANCY 28,094 31,856 10,317 11,525 25,753 35,121 34,796 17,321 30,894 24,246
LESS: RENT CONCESSIONS 6,793 16,239 2,431 3,344 4,701 15,036 13,460 2,897 11,688 4,634
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
EFFECTIVE RENTAL INCOME 328,564 335,207 386,301 402,168 406,005 414,366 442,816 488,299 490,778 528,135

TENANT SERVICE 9,093 9,093 9,093 9,093 9,093 9,093 9,093 9,093 9,093 9,093
TENANT ELECTRIC 17,247 18,110 19,015 19,966 20,964 22,013 23,113 24,269 25,482 26,756
DISPLAY WINDOWS 104 109 115 120 126 133 139 146 153 161
SUNDRY 240 252 264 277 291 306 321 337 354 372
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
EFFECTIVE GROSS INCOME 355,248 362,771 414,788 431,625 436,480 445,910 475,483 522,145 525,861 564,517
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
OPERATING EXPENSE:
OPERATING & MAINTENANCE 101,896 106,991 112,340 117,957 123,855 130,048 136,550 143,378 150,547 158,074
UTILITIES 27,679 29,063 30,516 32,042 33,644 35,326 37,093 38,947 40,895 42,940
INSURANCE 2,718 2,854 2,997 3,147 3,304 3,469 3,643 3,825 4,016 4,217
MANAGEMENT FEE 4,339 4,556 4,783 5,022 5,274 5,537 5,814 6,105 6,410 6,731
GENERAL & ADMINISTRATIVE 1,598 1,678 1,762 1,850 1,942 2,040 2,142 2,249 2,361 2,479
REAL ESTATE TAXES 64,853 68,096 71,501 75,076 78,830 82,771 86,910 91,255 95,818 100,609
GROUND LEASE 3,200 3,200 3,200 3,200 3,200 3,200 3,200 3,200 3,200 3,200
TENANT SERVICES 4,696 4,696 4,696 4,696 4,696 4,696 4,696 4,696 4,696 4,696
TENANT ELECTRIC 16,388 17,207 18,067 18,971 19,919 20,915 21,961 23,059 24,212 25,423
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL OPERATING EXPENSE 227,367 238,340 249,863 261,961 274,664 288,003 302,008 316,714 332,154 348,367
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
NET OPERATING INCOME 127,881 124,430 164,925 169,664 161,816 157,908 173,475 205,431 193,707 216,150
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
OTHER EXPENSE:
TENANT WORK 38,229 9,221 5,384 7,871 26,202 27,430 11,049 11,436 15,750 29,768
LEASING COMMISSIONS 22,556 4,930 3,534 4,571 20,801 20,326 8,104 7,241 12,097 20,418
CAPITAL EXPENSE 7,280 7,571 7,874 8,189 8,517 8,857 9,212 9,580 9,963 10,362
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
NOI BEFORE DEBT SERVICE 59,816 102,709 148,133 149,033 106,296 101,295 145,111 177,175 155,896 155,601
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
</TABLE>

<PAGE>

Case 2

ROCKEFELLER CENTER PROPERTIES INC.
TOTAL FOR ALL
BUILDINGS
(IN $'000)
CASH FLOW PRO FORMA

---- ---- ---- ---- ---- ---- ---- ---- ---- ----
1995 1996 1997 1998 1999 2000 2001 2002 2003 2004
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

INCOME:
OFFICE SPACE 56,526 139,760 168,911 192,277 194,773 199,878 210,349 215,757 220,230 226,523
RETAIL SPACE 11,227 25,240 29,655 32,062 32,666 34,476 36,468 41,285 42,479 43,979
STORAGE SPACE 1,183 2,762 3,517 3,938 3,931 3,941 4,213 4,572 4,700 4,810
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
MINIMUM BASE RENTAL INC. 70,292 170,473 204,793 230,988 234,081 241,006 253,742 264,326 270,120 278,023
OVERAGE 1,921 4,069 4,341 4,626 4,926 4,644 4,959 5,241 5,601 5,990
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
BASE RENTAL INCOME 72,213 174,542 209,133 235,613 239,007 245,650 258,701 269,567 275,720 284,013

PROPERTY TAX INCOME 596 1,340 1,729 2,502 3,475 4,107 4,781 5,422 6,235 7,300
OPERATING EXPENSE INCOME 8,440 19,359 23,635 31,249 36,020 40,454 42,076 46,106 50,841 55,548
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
GROSS RENTAL INCOME 81,249 195,241 234,498 269,364 278,501 290,211 305,558 321,096 332,796 346,860

LESS: VACANCY 3,476 7,807 4,371 5,931 5,439 10,154 15,024 12,941 6,678 13,392
LESS: RENT CONCESSIONS 124 13,250 16,413 1,653 854 2,496 4,417 4,067 2,642 2,087
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
EFFECTIVE RENTAL INCOME 77,648 174,184 213,713 261,780 272,208 277,561 286,117 304,088 323,476 331,381

TENANT SERVICE 4,547 9,093 9,093 9,093 9,093 9,093 9,093 9,093 9,093 9,093
TENANT ELECTRIC 5,397 11,225 11,674 12,257 12,870 13,514 14,189 14,189 15,644 16,426
DISPLAY WINDOWS 33 68 70 74 78 81 85 90 94 99
SUNDRY 75 156 162 170 179 188 197 207 217 228
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
EFFECTIVE GROSS INCOME 87,698 194,725 234,713 283,374 294,428 300,436 309,682 328,376 348,524 357,227
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
OPERATING EXPENSE:
OPERATING & MAINTENANCE 31,882 66,315 68,967 72,415 76,036 79,838 83,830 88,021 92,423 97,044
UTILITIES 8,661 18,014 18,734 19,671 20,655 21,687 22,772 23,910 25,106 26,361
INSURANCE 851 1,769 1,840 1,932 2,028 2,130 2,236 2,348 2,466 2,589
MANAGEMENT FEE 1,358 2,824 2,937 3,083 3,238 3,399 3,569 3,748 3,935 4,132
GENERAL & ADMINISTRATIVE 500 1,040 1,082 1,136 1,192 1,252 1,315 1,380 1,449 1,522
REAL ESTATE TAXES 20,292 42,207 43,895 46,090 48,395 50,814 53,355 56,023 58,824 61,765
GROUND LEASE 325 650 650 650 650 650 3,200 3,200 3,200 3,200
TENANT SERVICES 2,348 4,696 4,696 4,696 4,696 4,696 4,696 4,696 4,696 4,696
TENANT ELECTRIC 5,128 10,665 11,092 11,646 12,229 12,840 13,482 14,156 14,864 15,607
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL OPERATING EXPENSE 71,343 148,179 153,893 161,320 169,119 177,307 188,455 197,483 206,963 216,916
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
NET OPERATING INCOME 16,356 46,546 80,820 122,054 125,309 123,129 121,227 130,893 141,562 140,311
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
OTHER EXPENSE:
TENANT WORK 5,616 21,908 21,900 2,705 4,118 5,664 11,059 9,064 4,467 13,474
LEASING COMMISSIONS 2,775 10,103 9,230 1,411 2,126 3,673 6,932 6,080 2,231 9,932
CAPITAL EXPENSE 48,411 14,644 12,485 14,167 20,825 11,775 7,350 7,000 7,000 7,000
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
NOI BEFORE DEBT SERVICE -40,447 -110 37,204 103,771 98,240 102,017 95,886 108,749 127,864 109,905
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
</TABLE>
**1995 REFLECTS A PARTIAL YEAR BEGINNING 7/95.

<PAGE>

Case 2

ROCKEFELLER CENTER PROPERTIES INC.
TOTAL FOR ALL
BUILDINGS
(IN $'000)
CASH FLOW PRO FORMA

---- ---- ---- ---- ---- ---- ---- ---- ---- ----
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

INCOME:
OFFICE SPACE 239,308 253,407 267,054 278,712 292,179 314,079 329,659 341,310 362,086 374,878
RETAIL SPACE 45,270 47,008 49,690 51,136 52,401 55,586 59,943 64,826 67,975 69,325
STORAGE SPACE 5,096 5,397 5,847 6,166 6,370 6,881 7,203 7,558 7,885 8,063
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
MINIMUM BASE RENTAL INC. 292,385 308,930 325,709 339,131 354,068 379,664 396,805 413,694 437,946 452,265
OVERAGE 6,277 6,700 7,153 7,621 8,095 8,428 8,907 9,485 10,091 10,696
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
BASE RENTAL INCOME 298,662 315,629 332,862 346,752 362,163 388,091 405,712 423,179 448,037 462,961

PROPERTY TAX INCOME 7,950 7,553 6,887 7,552 8,100 8,428 8,553 8,457 8,834 10,719
OPERATING EXPENSE INCOME 58,190 59,307 60,121 64,372 67,836 68,967 72,922 77,359 78,694 85,538
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
GROSS RENTAL INCOME 364,802 382,489 399,869 418,677 438,099 465,487 487,186 508,996 535,565 559,219

LESS: VACANCY 23,629 25,402 22,293 11,532 25,769 31,860 28,111 26,342 32,782 24,268
LESS: RENT CONCESSIONS 6,793 11,226 7,163 4,286 4,701 15,036 7,996 6,424 14,130 4,634
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
EFFECTIVE RENTAL INCOME 334,379 345,861 370,413 402,859 407,628 418,591 451,080 476,229 488,653 530,317

TENANT SERVICE 9,093 9,093 9,093 9,093 9,093 9,093 9,093 9,093 9,093 9,093
TENANT ELECTRIC 17,247 18,110 19,015 19,966 20,964 22,013 23,113 24,269 25,482 26,756
DISPLAY WINDOWS 104 109 115 120 126 133 139 146 153 161
SUNDRY 240 252 264 277 291 306 321 337 354 372
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
EFFECTIVE GROSS INCOME 361,063 373,424 398,900 432,316 438,103 450,135 483,746 510,075 523,736 566,700
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
OPERATING EXPENSE:
OPERATING & MAINTENANCE 101,896 106,991 112,340 117,957 123,855 130,048 136,550 143,378 150,547 158,074
UTILITIES 27,679 29,063 30,516 32,042 33,644 35,326 37,093 38,947 40,895 42,940
INSURANCE 2,718 2,854 2,997 3,147 3,304 3,469 3,643 3,825 4,016 4,217
MANAGEMENT FEE 4,339 4,556 4,783 5,022 5,274 5,537 5,814 6,105 6,410 6,731
GENERAL & ADMINISTRATIVE 1,598 1,678 1,762 1,850 1,942 2,040 2,142 2,249 2,361 2,479
REAL ESTATE TAXES 64,853 68,096 71,501 75,076 78,830 82,771 86,910 91,255 95,818 100,609
GROUND LEASE 3,200 3,200 3,200 3,200 3,200 3,200 3,200 3,200 3,200 3,200
TENANT SERVICES 4,696 4,696 4,696 4,696 4,696 4,696 4,696 4,696 4,696 4,696
TENANT ELECTRIC 16,388 17,207 18,067 18,971 19,919 20,915 21,961 23,059 24,212 25,423
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL OPERATING EXPENSE 227,367 238,340 249,863 261,961 274,664 288,003 302,008 316,714 332,154 348,367
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
NET OPERATING INCOME 133,696 135,084 149,038 170,355 163,438 162,132 181,738 193,361 191,582 218,332
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
OTHER EXPENSE:
TENANT WORK 13,272 22,323 19,142 7,871 26,202 13,766 18,223 18,968 15,750 29,768
LEASING COMMISSIONS 9,459 11,805 10,754 4,571 20,801 9,592 13,739 13,158 12,097 20,418
CAPITAL EXPENSE 7,280 7,571 7,874 8,189 8,517 8,857 9,212 9,580 9,963 10,362
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
NOI BEFORE DEBT SERVICE 103,685 93,384 111,268 149,724 107,919 129,917 140,565 151,655 153,771 157,784
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
</TABLE>

<PAGE>

Case 3

ROCKEFELLER CENTER PROPERTIES INC.
TOTAL FOR ALL
BUILDINGS
(IN $'000)
CASH FLOW PRO FORMA

---- ---- ---- ---- ---- ---- ---- ---- ---- ----
1995 1996 1997 1998 1999 2000 2001 2002 2003 2004
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

INCOME:
OFFICE SPACE 56,526 134,145 153,173 175,943 184,860 192,254 199,118 201,208 203,560 208,461
RETAIL SPACE 11,227 24,221 26,577 28,565 30,558 32,811 34,015 37,653 38,413 39,473
STORAGE SPACE 1,183 2,551 2,866 3,199 3,479 3,603 3,781 4,002 4,076 4,156
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
MINIMUM BASE RENTAL INC. 70,292 163,628 185,326 210,419 221,608 231,379 239,626 245,574 248,760 254,882
OVERAGE 1,887 3,899 4,052 4,209 4,370 4,024 4,191 4,317 4,470 4,696
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
BASE RENTAL INCOME 72,179 167,527 189,378 214,628 225,978 235,404 243,817 249,891 253,230 259,578

PROPERTY TAX INCOME 596 1,261 1,460 1,667 2,121 2,310 2,602 2,983 3,410 3,809
OPERATING EXPENSE INCOME 8,440 18,633 21,856 27,082 29,467 31,605 31,370 33,486 35,896 37,828
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
GROSS RENTAL INCOME 81,215 187,422 212,695 243,377 257,567 269,319 277,789 286,360 292,537 301,215

LESS: VACANCY 2,692 5,973 2,113 3,074 2,491 6,643 9,841 7,518 3,684 9,162
LESS: RENT CONCESSIONS 124 7,006 8,418 2,889 2,043 2,403 3,600 2,866 2,174 2,256
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
EFFECTIVE RENTAL INCOME 78,398 174,443 202,163 237,414 253,032 260,273 264,348 275,976 286,679 289,796

TENANT SERVICE 4,547 9,093 9,093 9,093 9,093 9,093 9,093 9,093 9,093 9,093
TENANT ELECTRIC 5,397 11,117 11,450 11,794 12,148 12,512 12,887 13,274 13,672 14,082
DISPLAY WINDOWS 33 67 69 71 73 75 78 80 82 85
SUNDRY 75 155 159 164 169 174 179 184 190 196
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
EFFECTIVE GROSS INCOME 88,449 194,875 222,935 258,536 274,515 282,127 286,585 298,607 309,717 313,252
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
OPERATING EXPENSE:
OPERATING & MAINTENANCE 31,882 65,677 67,647 69,677 71,767 73,920 76,138 78,422 80,774 83,198
UTILITIES 8,661 17,841 18,376 18,927 19,495 20,080 20,682 21,303 21,942 22,600
INSURANCE 851 1,752 1,805 1,859 1,914 1,972 2,031 2,092 2,155 2,219
MANAGEMENT FEE 1,358 2,796 2,880 2,967 3,056 3,147 3,242 3,339 3,439 3,542
GENERAL & ADMINISTRATIVE 500 1,030 1,061 1,093 1,126 1,159 1,194 1,230 1,267 1,305
REAL ESTATE TAXES 20,292 41,801 43,055 44,347 45,677 47,048 48,459 49,913 51,410 52,953
GROUND LEASE 325 650 650 650 650 650 3,200 3,200 3,200 3,200
TENANT SERVICES 2,348 4,696 4,696 4,696 4,696 4,696 4,696 4,696 4,696 4,696
TENANT ELECTRIC 5,128 10,563 10,880 11,206 11,542 11,888 12,245 12,612 12,991 13,380
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL OPERATING EXPENSE 71,343 146,806 151,050 155,421 159,923 164,560 171,887 176,807 181,874 187,093
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
NET OPERATING INCOME 17,106 48,069 71,885 103,115 114,592 117,567 114,698 121,801 127,843 126,159
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
OTHER EXPENSE:
TENANT WORK 5,616 10,836 9,907 10,464 11,253 6,009 7,813 5,698 5,517 13,205
LEASING COMMISSIONS 2,775 5,661 4,263 4,465 4,907 3,647 5,410 4,498 2,466 8,873
CAPITAL EXPENSE 48,411 14,644 12,485 14,167 20,825 11,775 7,350 7,000 7,000 7,000
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
NOI BEFORE DEBT SERVICE -39,697 16,928 45,229 74,020 77,607 96,135 94,126 104,604 112,859 97,081
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
**1995 REFLECTS A PARTIAL YEAR BEGINNING 7/95.
</TABLE>

<PAGE>

Case 3

ROCKEFELLER CENTER PROPERTIES INC.
TOTAL FOR ALL
BUILDINGS
(IN $'000)
CASH FLOW PRO FORMA

---- ---- ---- ---- ---- ---- ---- ---- ---- ----
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

INCOME:
OFFICE SPACE 216,920 222,483 228,619 237,335 246,000 257,379 262,743 267,082 276,700 282,357
RETAIL SPACE 39,921 40,578 41,281 41,863 42,330 43,329 45,496 46,862 48,351 49,703
STORAGE SPACE 4,313 4,397 4,529 4,711 4,902 5,193 5,318 5,425 5,593 5,692
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
MINIMUM BASE RENTAL INC. 263,946 270,251 277,305 286,786 296,109 308,864 313,557 319,369 330,643 337,752
OVERAGE 4,971 5,155 5,363 5,576 5,781 6,014 6,224 6,449 6,703 6,958
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
BASE RENTAL INCOME 268,917 275,406 282,668 292,362 301,890 314,878 319,782 325,817 337,346 344,710

PROPERTY TAX INCOME 3,995 3,956 4,019 4,222 4,027 3,889 3,899 3,997 4,104 4,640
OPERATING EXPENSE INCOME 38,556 39,494 40,906 42,513 42,635 41,978 43,458 45,859 45,908 47,875
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
GROSS RENTAL INCOME 311,467 318,856 327,593 339,097 348,552 360,745 367,139 375,673 387,359 397,224

LESS: VACANCY 16,859 12,527 9,179 9,587 20,090 21,218 14,506 11,705 20,931 15,598
LESS: RENT CONCESSIONS 5,954 7,551 3,563 4,135 5,025 11,843 5,492 3,237 9,375 4,257
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
EFFECTIVE RENTAL INCOME 288,654 298,778 314,851 325,375 323,437 327,684 347,141 360,731 357,053 377,370

TENANT SERVICE 9,093 9,093 9,093 9,093 9,093 9,093 9,093 9,093 9,093 9,093
TENANT ELECTRIC 14,505 14,940 15,388 15,850 16,325 16,815 17,320 17,839 18,374 18,926
DISPLAY WINDOWS 87 90 93 95 98 101 104 107 111 114
SUNDRY 202 208 214 220 227 234 241 248 255 263
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
EFFECTIVE GROSS INCOME 312,541 323,108 339,639 350,634 349,180 353,928 373,898 388,019 384,886 405,765
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
OPERATING EXPENSE:
OPERATING & MAINTENANCE 85,693 88,264 90,912 93,640 96,449 99,342 102,323 105,392 108,554 111,811
UTILITIES 23,278 23,976 24,696 25,436 26,200 26,986 27,795 28,629 29,488 30,372
INSURANCE 2,286 2,355 2,425 2,498 2,573 2,650 2,730 2,812 2,896 2,983
MANAGEMENT FEE 3,649 3,758 3,871 3,987 4,107 4,230 4,357 4,487 4,622 4,761
GENERAL & ADMINISTRATIVE 1,344 1,384 1,426 1,469 1,513 1,558 1,605 1,653 1,702 1,754
REAL ESTATE TAXES 54,541 56,177 57,863 59,599 61,386 63,228 65,125 67,079 69,091 71,164
GROUND LEASE 3,200 3,200 3,200 3,200 3,200 3,200 3,200 3,200 3,200 3,200
TENANT SERVICES 4,696 4,696 4,696 4,696 4,696 4,696 4,696 4,696 4,696 4,696
TENANT ELECTRIC 13,782 14,195 14,621 15,060 15,512 15,977 16,456 16,950 17,458 17,982
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL OPERATING EXPENSE 192,469 198,006 203,710 209,584 215,635 221,867 228,286 234,898 241,708 248,722
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
NET OPERATING INCOME 120,072 125,102 135,929 141,050 133,545 132,061 145,612 153,121 143,179 157,043
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
OTHER EXPENSE:
TENANT WORK 11,322 12,384 9,066 10,608 24,494 10,948 10,656 10,748 13,526 23,091
LEASING COMMISSIONS 7,859 6,449 5,229 5,803 18,003 7,411 7,788 7,026 10,228 15,736
CAPITAL EXPENSE 7,210 7,426 7,649 7,879 8,115 8,358 8,609 8,867 9,133 9,407
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
NOI BEFORE DEBT SERVICE 93,681 98,843 113,985 116,759 82,934 105,344 118,560 126,480 110,292 108,809
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- ------- ------- ------- -------

</TABLE>