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                                                                   EXHIBIT 10.10

                              AMENDED AND RESTATED
                     EMPLOYMENT AND NONCOMPETITION AGREEMENT

     This AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT
("Agreement") is made as of the 30th day of September, 1998 between Gerard
Nocera ("Executive") and SL Green Realty Corp., a Maryland corporation with its
principal place of business at 70 West 36th Street, New York, New York 10018
(the "Employer"), and amends and completely restates the Employment and
Noncompetition Agreement made as of the 20th day of August, 1997.

     1.   TERM. The term of this Agreement shall commence on the 1st day of
October, 1998 and, unless earlier terminated as provided herein, shall terminate
on the third anniversary of such date (the "Current Term"); PROVIDED, HOWEVER,
that Section 8 hereof shall survive the termination of this Agreement as
provided therein. The Current Term shall automatically be extended for
successive one-year periods (each a "Renewal Term"), unless either party shall
notify the other in writing at least six (6) months prior to the expiration of
the Current Term or the applicable Renewal Term of its intention not to renew
such Term. The period of Executive's employment hereunder consisting of the
Current Term and all Renewal Terms, if any, is herein referred to as the
"Employment Period"

     2.   EMPLOYMENT AND DUTIES.

          (a)  DUTIES. During the Employment Period, Executive shall be employed
          in the business of the Employer and its affiliates. Executive shall
          serve the Employer as a senior corporate executive with the title
          Executive Vice President-Leasing of the Employer. Executive's duties
          and authority shall be as set forth in the By-laws of the Employer and
          as otherwise established from time to time by the Board of Directors
          of the Employer, and shall be commensurate with his titles and
          positions with the Employer.

          (b)  BEST EFFORTS. Executive agrees to his employment as described in
          this Section 2 and agrees to devote substantially all of his business
          time and efforts to the performance of his duties under this
          Agreement, except as otherwise approved by the Board of Directors of
          the Employer; PROVIDED, HOWEVER, that nothing herein shall be
          interpreted to preclude Executive from (i) participating as an officer
          or director of, or advisor to, any charitable or other tax exempt
          organization or otherwise engaging in charitable, fraternal or trade
          group activities, (ii) acting as an officer of any subsidiary of the
          Company, or (iii) investing his assets as a passive investor in other
          entities or business ventures, provided that he performs no management
          or similar role with respect to such entities or ventures and such
          investment does not violate Section 8 hereof.

          (c)  TRAVEL. In performing his duties hereunder, Executive shall be
          available for all reasonable travel as the needs of the Employer's
          business may require. Executive shall be based in the metropolitan
          area of New York City.

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     3.   COMPENSATION AND BENEFITS. In consideration of Executive's services
hereunder, the Employer shall compensate Executive as provided in this
Section 3.

          (a)  BASE SALARY. The Employer shall pay Executive an aggregate annual
          salary at the rate of $175,000 per annum during the Employment Period
          ("Base Salary"), subject to applicable withholding. Base Salary shall
          be payable in accordance with the Employer's normal business
          practices, but in no event less frequently than monthly. Executive's
          Base Salary shall be reviewed no less frequently than annually by the
          Employer and may be increased, but not decreased, by the Employer
          during the Employment Period.

          (b)  INCENTIVE COMPENSATION. In addition to the Base Salary payable to
          Executive pursuant to Section 3(a), during the Employment Period,
          Executive shall be eligible to participate in any incentive
          compensation plans in effect with respect to senior executive officers
          of the Employer, subject to Executive's compliance with such criteria
          as the Employer's Board of Directors, in its sole discretion, may
          establish for Executive's participation in such plans from time to
          time. Any awards to Executive under such plans will be established by
          the Employer's Board of Directors, or a committee thereof, in its sole
          discretion.

          (c)  STOCK OPTIONS. During the Employment Period, Executive shall be
          eligible to participate in employee stock option plans established
          from time to time for the benefit of senior executive officers and
          other employees of the Employer in accordance with the terms and
          conditions of such plans. All decisions regarding awards to Executive
          under the Employer's stock option plans shall be made in the sole
          discretion of the Employer's Board of Directors, or a committee
          thereof.

          (d)  EXPENSES. Executive shall be reimbursed for all reasonable
          business related expenses incurred by Executive at the request of or
          on behalf of the Employer, provided that such expenses are incurred
          and accounted for in accordance with the policies and procedures
          established by the Employer.

          (e)  MEDICAL INSURANCE. During the Employment Period, Executive and
          Executive's immediate family shall be entitled to participate in such
          medical benefit plan as the Employer shall maintain from time to time
          for the benefit of senior executive officers of the Employer and their
          families, on the terms and subject to the conditions set forth in such
          plan. Nothing in this section shall limit the Employer's right to
          change, modify or terminate any benefit plan or program as it sees fit
          from time to time in the normal course of business.

          (f)  VACATIONS. Executive shall be entitled to reasonable paid
          vacations in accordance with the then regular procedures of the
          Employer governing senior executive officers.

          (g)  OTHER BENEFITS. During the Employment Period, the Employer shall
          provide to Executive such other benefits, including sick leave and the
          right to

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          participate in such retirement or pension plans, as are made generally
          available to senior executive officers and employees of the Employer
          from time to time.

     4.   INDEMNIFICATION AND LIABILITY INSURANCE. The Employer agrees to
indemnify Executive to the extent permitted by applicable law with respect to
any actions commenced against Executive in his capacity as an officer or
director, or former officer or director, of the Employer or any affiliate
thereof for which he may serve in such capacity. The Employer also agrees to use
its best efforts to secure and maintain officers and directors liability
insurance providing coverage for Executive.

     5.   EMPLOYER'S POLICIES. Executive agrees to observe and comply with the
rules and regulations of the Employer as adopted by its Board of Directors from
time to time regarding the performance of his duties and to carry out and
perform orders, directions and policies communicated to him from time to time by
the Employer's Board of Directors.

     6.   TERMINATION. The Executive's employment hereunder may be terminated
under the following circumstances:

          (a)  TERMINATION BY THE EMPLOYER.

               (i)    DEATH. The Executive's employment hereunder shall
          terminate upon his death.

               (ii)   DISABILITY. If, in the reasonable good faith determination
          of the Board of Directors, as a result of the Executive's incapacity
          due to physical or mental illness or disability, the Executive shall
          have been incapable of performing his duties hereunder even with a
          reasonable accommodation on a full-time basis for the entire period of
          three consecutive months or any 90 days in a 180-day period, and
          within 30 days after written Notice of Termination (as defined in
          Section 6(c)) is given he shall not have returned to the performance
          of his duties hereunder on a full-time basis, the Employer may
          terminate the Executive's employment hereunder.

               (iii)  CAUSE. The Employer may terminate the Executive's
          employment hereunder for Cause, subject to the severance provisions
          specifically set forth in Section 7(b) and the arbitration provisions
          specifically set forth in Section 7(e). For purposes of the Agreement,
          "Cause" shall mean that the Board of Directors of the Employer
          concludes, in good faith and after reasonable investigation, that:

                      (A)   the Executive engaged in conduct which is a felony
               under the laws of the United States or any state or political
               subdivision thereof;

                      (B)   the Executive engaged in conduct constituting breach
               of fiduciary duty, gross negligence or willful misconduct
               relating to the Employer, fraud or dishonesty or willful or
               material misrepresentation relating to the business of the
               Employer;

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                      (C)   the Executive breached his obligations or covenants
               under Section 8 of this Agreement in any material respect; or

                      (D)   the Executive failed to perform his duties hereunder
               in a manner and at a level reasonably satisfactory to the
               Employer more than 15 days after receiving notice from the
               Employer, which notice specifically identifies the manner in
               which he has failed so to perform.

               (iv)   WITHOUT CAUSE. Executive's employment hereunder may be
          terminated by the Employer at any time with or without Cause (as
          defined in Section 6(a)(iii) above), by a majority vote of all of the
          members of the Board of Directors of the Employer upon written notice
          to Executive, subject only to the severance provisions specifically
          set forth in Section 7(a) herein.

          (b)  TERMINATION BY THE EXECUTIVE.

               (i)    DISABILITY. The Executive may terminate his employment
          hereunder for Disability within the meaning of Section 6(a)(ii) above.

               (ii)   WITH GOOD REASON. Executive's employment hereunder may be
          terminated by Executive with Good Reason effective immediately by
          written notice to the Board of Directors of the Employer. For purposes
          of this Agreement, with "Good Reason" shall mean: (i) a failure of the
          Board of Directors of the Employer to elect Executive to offices with
          the same or substantially the same duties and responsibilities as set
          forth in Section 2; (ii) a material failure by the Employer to comply
          with the provisions of Section 3 or a material breach by the Employer
          of any other provision of this Agreement which has not been cured
          within thirty (30) days after notice of noncompliance, (specifying the
          nature of the noncompliance) has been given by the Executive to the
          Employer; or (iii) a Force Out (as such term is defined in Section
          6(d) below). Notwithstanding any provision of this Agreement to the
          contrary, with "Good Reason" shall not include any assignment of
          Executive to a position or office that has new or different duties,
          provided that such position or office is principally related to
          leasing, has a substantially similar level of responsibility to
          Executive's immediately preceding position or office and is
          commensurate with Executive's education, skills and experience.

          (c)  NOTICE OF TERMINATION. Any termination of the Executive's
          employment by the Employer or by the Executive (other than termination
          pursuant to subsection (a)(1) hereof) shall be communicated by written
          Notice of Termination to the other party hereto in accordance with
          Section 11 of this Agreement. For purposes of this Agreement, a
          "Notice of Termination" shall mean a notice which shall indicate the
          specific termination provision in this Agreement relied upon and, as
          applicable, shall set forth in reasonable detail the fact and
          circumstances claimed to provide a basis for termination of the
          Executive's employment under the provision so indicated.

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          (d)  DEFINITIONS. The following terms shall be defined as set forth
          below.

               (i)    A "Change-in-Control" shall be deemed to have occurred
          after the effective date of the initial public offering of the
          Employer's Common Stock ("IPO") if:

                      (A)   any Person, together with all "affiliates" and
               "associates" (as such terms are defined in Rule 12b-2 under the
               Securities Exchange Act of 1934 (the "Exchange Act")) of such
               Person, shall become the "beneficial owner" (as such term is
               defined in Rule 13d-3 under the Exchange Act), directly or
               indirectly, of securities of the Employer representing 40% or
               more of either (A) the combined voting power of the Employer's
               then outstanding securities having the right to vote in an
               election of the Employer's Board of Directors ("Voting
               Securities") or (B) the then outstanding shares of all classes of
               stock of the Employer (in either such case other than as a result
               of the acquisition of securities directly from the Employer); or

                      (B)   individuals who, as of the date of the closing of
               the IPO, constitute the Employer's Board of Directors (the
               "Incumbent Directors") cease for any reason, including, without
               limitation, as a result of a tender offer, proxy contest, merger
               or similar transaction, to constitute at least a majority of the
               Employer's Board of Directors, provided that any person becoming
               a director of the Employer subsequent to the closing of the IPO
               whose election or nomination for election was approved by a vote
               of at least a majority of the Incumbent Directors shall, for
               purposes of this Agreement, be considered an Incumbent Director;
               or

                      (C)   the stockholders of the Employer shall approve (1)
               any consolidation or merger of the Employer or any subsidiary
               where the stockholders of the Employer, immediately prior to the
               consolidation or merger, would not, immediately after the
               consolidation or merger, beneficially own (as such term is
               defined in Rule l3d-3 under the Exchange Act), directly or
               indirectly, shares representing in the aggregate at least 50% of
               the voting shares of the corporation issuing cash or securities
               in the consolidation or merger (or of its ultimate parent
               corporation, if any), (2) any sale, lease, exchange or other
               transfer (in one transaction or a series of transactions
               contemplated or arranged by any party as a single plan) of all or
               substantially all of the assets of the Employer or (3) any plan
               or proposal for the liquidation or dissolution of the Employer;

               Notwithstanding the foregoing, a "Change-in-Control" shall not be
          deemed to have occurred for purposes of the foregoing clause (A)
          solely as the result of an acquisition of securities by the Employer
          which, by reducing the number of shares of stock or other Voting
          Securities outstanding, increases (x) the proportionate number of
          shares of stock of the Employer beneficially owned by

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          any Person to 40% or more of the shares of stock then outstanding or
          (y) the proportionate voting power represented by the Voting
          Securities beneficially owned by any Person to 40% or more of the
          combined voting power of all then outstanding Voting Securities;
          PROVIDED, HOWEVER, that if any Person referred to in clause (x) or (y)
          of this sentence shall thereafter become the beneficial owner of any
          additional stock of the Employer or other Voting Securities (other
          than pursuant to a share split, stock dividend, or similar
          transaction), then a "Change-in-Control" shall be deemed to have
          occurred for purposes of the foregoing clause (A). In addition,
          notwithstanding the foregoing, a "Change-in-Control" shall not be
          deemed to have occurred for purposes of the foregoing clause (A) if
          (i) Stephen L. Green continues to serve as Chief Executive Officer or
          the equivalent of any surviving entity, and (ii) the proportionate
          number of shares of stock of the Employer beneficially owned, or the
          proportionate voting power represented by the Voting Securities
          beneficially owned, by any Person described in such clause (A) does
          not exceed 49%.

               (ii)   A "Force Out" shall be deemed to have occurred in the
          event of a Change-In-Control followed by:

                      (A)   a change in duties, responsibilities, status or
               positions with the Employer, which, in Executive's reasonable
               judgment, does not represent a promotion from or maintaining of
               Executive's duties, responsibilities, status or positions as in
               effect immediately prior to the Change-In-Control, or any removal
               of Executive from or any failure to reappoint or reelect
               Executive to such positions, except in connection with the
               termination of Executive's employment for Cause, disability,
               retirement or death;

                      (B)   a reduction by the Employer in Executive's Base
               Salary as in effect immediately prior to the Change-In-Control;

                      (C)   the failure by the Employer to continue in effect
               any of the benefit plans in which Executive is participating at
               the time of the Change-In-Control of the Employer (unless
               Executive is permitted to participate in any substitute benefit
               plan with substantially the same terms and to the same extent and
               with the same rights as Executive had with respect to the benefit
               plan that is discontinued) other than as a result of the normal
               expiration of any such benefit plan in accordance with its terms
               as in effect at the time of the Change-In-Control, or the taking
               of any action, or the failure to act, by the Employer which would
               adversely affect Executive's continued participation in any of
               such benefit plans on at least as favorable a basis to Executive
               as was the case on the date of the Change-In-Control or which
               would materially reduce Executive's benefits in the future under
               any of such benefit plans or deprive Executive of any material
               benefits enjoyed by Executive at the time of the
               Change-In-Control; PROVIDED, HOWEVER, that any such action or
               inaction on the part of the Employer, including any modification,
               cancellation or

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               termination of any benefits plan, undertaken in order to maintain
               such plan in compliance with any federal, state or local law or
               regulation governing benefits plans, including, but not limited
               to, the Employment Retirement Income Security Act of 1974, shall
               not constitute a Force Out for the purposes of this Agreement.

                      (D)   the Employer's requiring Executive to be based in an
               office located beyond a reasonable commuting distance from
               Executive's residence immediately prior to the Change-In-Control,
               except for required travel relating to the Employer's business to
               an extent substantially consistent with the business travel
               obligations which Executive undertook on behalf of the Employer
               prior to the Change-In-Control;

                      (E)   the failure by the Employer to obtain from any
               successor to the Employer an agreement to be bound by this
               Agreement pursuant to Section 14 hereof; or

               (iii)  "Person" shall have the meaning used in Sections 13(d) and
          14(d) of the Exchange Act; provided however, that the term "Person"
          shall not include (A) any current partner of SL Green Operating
          Partnership, L.P., any stockholder or employee of the Employer on the
          date hereof or any estate or member of the immediate family of such a
          partner, stockholder or employee, or (B) the Employer, any of its
          subsidiaries, or any trustee, fiduciary or other person or entity
          holding securities under any employee benefit plan of the Employer or
          any of its subsidiaries.

     7.   COMPENSATION UPON TERMINATION OR DURING DISABILITY.

          (a)  TERMINATION WITHOUT CAUSE OR WITH GOOD REASON. If (i) Executive
          is terminated without Cause pursuant to Section 6(a)(iv) above, or
          (ii) Executive shall terminate his employment hereunder with Good
          Reason pursuant to Section (6)(b)(ii) above, then the Employment
          Period shall terminate as of the effective date set forth in the
          written notice of such termination (the "Termination Date") and
          Executive shall be entitled to the following benefits:

               (i)    The Employer shall continue to pay Executive's Base Salary
          for the remaining term of the Employment Period after the date of
          Executive's termination, or, if such termination occurs in connection
          with or after a Change-in-Control, for three years, whichever period
          is longer, at the rate in effect on the date of his termination and on
          the same periodic payment dates as payment would have been made to
          Executive had the Employment Period not been terminated;

               (ii)   For the remaining term of the Employment Period, or, if
          such termination occurs in connection with or after a
          Change-in-Control, for three years, whichever period is longer,
          Executive shall continue to receive all benefits described in Section
          3 existing on the date of termination, including, but not limited to,
          any bonuses and incentive compensation described in Section 3 of this

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          Agreement, subject to the terms and conditions upon which such
          benefits may be offered. For purposes of the application of such
          benefits, Executive shall be treated as if he had remained in the
          employ of the Employer with a Base Salary at the rate in effect on the
          date of termination;

               (iii)  For purposes of any stock option plan of the Employer, (x)
          Executive shall be treated as if he had remained in the employ of the
          Employer for the remaining term of the Employment Period after the
          date of Executive's termination, or for one year, whichever period is
          longer, so that Executive may exercise any exercisable options and
          Executive's other rights shall continue to vest during the remaining
          term of the Employment Period with respect to any options previously
          granted under such plans, except as otherwise provided in such plans,
          and (y) if such termination occurs in connection with or after a
          Change-in-Control, any stock options and any other rights of Executive
          (including restricted stock awards) shall become fully vested and
          immediately exercisable upon such termination;

               (iv)   Nothing herein shall be deemed to obligate Executive to
          seek other employment in the event of any such termination and any
          amounts earned or benefits received from such other employment will
          not serve to reduce in any way the amounts and benefits payable in
          accordance herewith; and

               (v)    If in the opinion of tax counsel selected by the Executive
          and reasonably acceptable to the Employer, the Executive has or will
          receive any compensation or recognize any income (whether or not
          pursuant to this Agreement or any plan or other arrangement of the
          Employer and whether or not the Employment Period or the Executive's
          employment with the Employer has terminated) which will constitute an
          "excess parachute payment" within the meaning of Section 280G(b)(1) of
          the Internal Revenue Code (the "Code") (or for which a tax is
          otherwise payable under Section 4999 of the Code or any successor
          provision thereto), then the Employer shall pay the Executive an
          additional amount (the "Additional Amount") equal to the sum of (i)
          all taxes payable by the Executive under Section 4999 of the Code with
          respect to all such excess parachute payments and any such Additional
          Amount, plus (ii) all federal, state and local income taxes payable by
          Executive with respect to any such Additional Amount. Any amounts
          payable pursuant to this paragraph (v) shall be paid by the Employer
          to the Executive within 30 days of each written request therefor made
          by the Executive.

          (b)  TERMINATION FOR CAUSE OR WITHOUT GOOD REASON. If Executive is
          terminated for Cause pursuant to Section 6(a)(iii) above, or if
          Executive voluntarily terminates his employment hereunder without Good
          Reason pursuant to Section 6(b)(ii) above, then the Employment Period
          shall terminate as of the effective date set forth in the written
          notice of such termination (the "Termination Date") and any
          outstanding stock options held by Executive shall expire in accordance
          with the terms of the stock option plan or option agreement under

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          which the stock options were granted. Executive shall be entitled to
          receive the following benefits:

               (i)    If (A) Executive is terminated for Cause pursuant to
          Section 6(a)(iii)(A), (B) or (C) above (regardless of whether he
          submits a claim of lack of Cause to arbitration pursuant to
          Section 7(e) herein), (B) Executive is terminated for Cause pursuant
          to Section 6(a)(iii)(D) above and does not submit a claim of lack of
          Cause to arbitration pursuant to Section 7(e) herein, or (C) Executive
          voluntarily terminates his employment hereunder without Good Reason
          pursuant to Section 6(b)(ii) above, then Executive shall be entitled
          to receive only his Base Salary at the rate then in effect until the
          Termination Date.

                      (ii)  If Executive is terminated for Cause pursuant to
               Section 6(a)(iii)(D) above and submits a claim of lack of Cause
               to arbitration pursuant to Section 7(e) herein, then, subject to
               Executive's repayment obligation under Section 7(e)(ii)(B),
               Executive shall be entitled to receive 80% of his Base Salary at
               the rate then in effect until the earlier of either the date one
               year after the Termination Date or the date of the arbitrator's
               final determination.

          (c)  TERMINATION BY REASON OF DEATH. If Executive's employment
          terminates due to his death, the Employer shall pay Executive's Base
          Salary for a period of six months from the date of his death, or such
          longer period as the Employer's Board of Directors may determine, to
          Executive's estate or to a beneficiary designated by Executive in
          writing prior to his death. Any unexercised or unvested stock options
          shall remain exercisable or vest upon Executive's death only to the
          extent provided in the applicable option plan and option agreements.

          (d)  TERMINATION BY REASON OF DISABILITY. In the event that
          Executive's employment terminates due to his disability as defined in
          Section 6(a)(ii) above, Executive shall be entitled to be paid his
          Base Salary until the later of such time when (i) the period of
          disability or illness (whether or not the same disability or illness)
          shall exceed 180 consecutive days during the Employment Period and
          (ii) Executive becomes eligible to receive benefits under a
          comprehensive disability insurance policy obtained by the Employer
          (the "Disability Period"). Following the expiration of the Disability
          Period, the Employer may terminate this Agreement upon written notice
          of such termination. Any unexercised or unvested stock options shall
          remain exercisable or vest upon such termination only to the extent
          provided in the applicable option plan and option agreements.

          (e)  ARBITRATION IN THE EVENT OF A DISPUTE REGARDING THE NATURE OF
          TERMINATION. In the event that the Executive's employment is
          terminated by the Employer for Cause or by Executive for Good Reason,
          and either party contends that such Cause or Good Reason did not
          exist, the parties agree to submit such claim to arbitration before
          the American Arbitration Association ("AAA"), and Executive hereby
          agrees to submit to any such dispute to arbitration pursuant to the
          terms of this Section 7(e). In such a proceeding, the only issue
          before the

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          arbitrator will be whether Executive's employment was in fact
          terminated for Cause or for Good Reason, as the case may be.

               (i)    AWARDS IN FAVOR OF THE EXECUTIVE. If the arbitrator
          determines that Executive's employment was terminated by the Employer
          without Cause or was terminated by Executive for Good Reason, the only
          remedy that the arbitrator may award is an amount equal to the
          severance payments specified in Section 7(a), the costs of
          arbitration, and Executive's attorneys' fees. In cases where an award
          is granted to an Executive who was terminated for Cause pursuant to
          Section 6(a)(iii)(D) above, such arbitration award shall be reduced by
          the amount of Base Salary already paid by the Employer pursuant to
          Section 7(b)(ii) above.

               (ii)   AWARDS IN FAVOR OF THE EMPLOYER.

                      (A)   If the arbitrator finds that Executive's employment
               was terminated by the Employer for Cause pursuant to Section
               6(a)(iii)(A), (B), (C) or (D) above, or by the Executive without
               Good Reason, the arbitrator will be without authority to award
               Executive anything, the parties will each be responsible for
               their own attorneys' fees, and the costs of arbitration will be
               paid 50% by Executive and 50% by the Employer.

                      (B)   In addition, if the arbitrator finds that the
               Executive's employment was terminated for Cause pursuant to
               Section 6(a)(iii)(D) above, Executive must promptly reimburse the
               Employer for the full amount of any Base Salary paid by the
               Employer with respect to periods after the Termination Date
               pursuant to Section 7(b)(ii) above.

     8.   CONFIDENTIALITY; PROHIBITED ACTIVITIES. The Executive and the Employer
recognize that due to the nature of his employment and relationship with the
Employer, the Executive has access to and develops confidential business
information, proprietary information, and trade secrets relating to the business
and operations of the Employer. The Executive acknowledges that such information
is valuable to the business of the Employer, and that disclosure to, or use for
the benefit of, any person or entity other than the Employer, would cause
irreparable damage to the Employer. The Executive further acknowledges that his
duties for the Employer include the duty to develop and maintain client,
customer, employee, and other business relationships on behalf of the Employer;
and that access to and development of those close business relationships for the
Employer render his services special, unique and extraordinary. In recognition
that the good will and business relationships described herein are valuable to
the Employer, and that loss of or damage to those relationships would destroy or
diminish the value of the Employer, the Executive agrees as follows:

          (a)  CONFIDENTIALITY. During the term of this Agreement (including any
          renewals), and at all times thereafter, the Executive shall maintain
          the confidentiality of all confidential or proprietary information of
          the Employer ("Confidential Information"), and, except in furtherance
          of the business of the Employer, he shall not directly or indirectly
          disclose any such information to any person or entity; nor shall he
          use Confidential Information for any purpose except

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          for the benefit of the Employer. For purposes of the Agreement,
          "Confidential Information" includes, without limitation: client or
          customer lists, identities, contacts, business and financial
          information; investment strategies; pricing information or policies,
          fees or commission arrangements of the Employer; marketing plans,
          projections, presentations or strategies of the Employer; financial
          and budget information of the Employer; new personnel acquisition
          plans; and all other business related information which has not been
          publicly disclosed by the Employer. This restriction shall apply
          regardless of whether such Confidential Information is in written,
          graphic, recorded, photographic, data or any machine readable form or
          is orally conveyed to, or memorized by, the Executive. The Executive
          further agrees that, during the Employment Period and at all times
          thereafter, he shall keep confidential and shall not release, use or
          disclose without prior written permission of the Employer, all
          Confidential Information developed by him on behalf of the Employer or
          provided to him by the Employer, excepting only such information as
          was already known to him prior to the commencement of his employment
          by the Employer or such information as is already known to the public.

          (b)  PROHIBITED ACTIVITIES. Because Executive's services to the
          Employer are essential and because Executive has access to the
          Employer's Confidential Information, Executive covenants and agrees
          that (i) during the Employment Period, (ii) in the event that this
          Agreement is terminated by the Employer for Cause or by the Executive
          other than for Good Reason, during the one-year period following the
          date of such termination, and (iii) solely for purposes of paragraph
          (vi) below, during the five-year period following the date on which
          Executive's employment terminates for any reason, Executive will not,
          without the prior written consent of the Board of Directors of the
          Employer which shall include the unanimous consent of the Directors
          who are not officers of the Employer, directly or indirectly
          (individually, or through or on behalf of another entity as owner,
          partner, agent, employee, consultant, or in any other capacity):

               (i)    engage, participate or assist, as an owner, partner,
          employee, consultant, director, officer, trustee or agent, in any
          business that engages or attempts to engage, directly or indirectly,
          in any material acquisition, development, construction, operation,
          management or leasing of any commercial real estate property:

                      (A)   anywhere in the five boroughs of New York City,
               regardless of whether such business is publicly or privately
               held;

                      (B)   anywhere in the New York City metropolitan area, if
               such business or any of its affiliates (within the meaning of the
               Securities Act of 1933) has issued any class of publicly-traded
               securities;

                      (C)   anywhere in the New York City metropolitan area,
               regardless of whether such business is publicly or privately
               held, if such

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               business engages in the commercial real estate business in any
               county in which the Employer also engages in the commercial real
               estate business.

               For purposes of this subsection, the New York City metropolitan
          area includes each borough of New York City; Nassau, Orange, Putnam,
          Rockland, Suffolk and Westchester Counties in the State of New York;
          Bergen, Essex, Hudson, Hunterdon, Mercer, Middlesex, Monmouth, Morris,
          Passaic, Somerset, Sussex, Union and Warren Counties in the State of
          New Jersey; and Fairfield County in the State of Connecticut);

               (ii)   seek, solicit, or engage in any attempt to establish for
          himself or for any other person or entity, a business relationship
          with any person or entity who was a client or customer of the
          Employer, or who was solicited to become a client or customer of the
          Employer, during the Employment Period ("Employer Clients");

               (iii)  engage in any activity to interfere with, disrupt or
          damage the business of the Employer, or its relationships with any
          Employer Client, employee, supplier or other business relationship;

               (iv)   engage in business with, or provide advice or services to,
          any Employer Client solicited by the Executive in breach of Section 8
          of this Agreement (whether or not such services are compensated);

               (v)    receive, or cause any other person or entity to receive,
          any compensation, consideration, or income, in any form, from any
          Employer Client solicited by him in breach of Section 8 of this
          Agreement; or

               (vi)   solicit, encourage, or engage in any activity to induce
          any Employee of the Employer to terminate employment with the
          Employer, or to become employed by, or to enter into a business
          relationship with, any other person or entity. For purposes of this
          subsection, the term Employee means any individual who is an employee
          of or consultant to the Employer (or any affiliate) during the
          six-month period prior to Executive's last day of employment.

               (c)    OPTION PROPERTY. Notwithstanding anything contained herein
          to the contrary, Executive is not prohibited by this Section 8 from
          (i) maintaining his or her investment in any Option Property (as such
          term is defined in the Employer's final prospectus relating to the
          IPO) or in any asset listed in the Employer's final prospectus
          relating to the IPO under the caption "The Properties - Assets Not
          Being Transferred to the Company" or (ii) from making investments in
          any entity that engages, directly or indirectly, in the acquisition,
          development, construction, operation, management or leasing of office
          real estate properties, regardless of where they are located, if the
          shares or other ownership interests of such entity are publicly traded
          and Executive's aggregate investment in such entity constitutes less
          than one percent (1%) of the equity ownership of such entity.

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          (d)  EMPLOYER PROPERTY. The Executive acknowledges that all originals
          and copies of materials, records and documents generated by him or
          coming into his possession during his employment by the Employer are
          the sole property of the Employer ("Employer Property"). During his
          employment, and at all times thereafter, the Executive shall not
          remove, or cause to be removed, from the premises of the Employer,
          copies of any record, file, memorandum, document, computer related
          information or equipment, or any other item relating to the business
          of the Employer, except in furtherance of his duties under the
          Agreement. When the Executive terminates his employment with the
          Employer, or upon request of the Employer at any time, the Executive
          shall promptly deliver to the Employer all originals and copies of
          Employer Property in his possession or control and shall not retain
          any originals or copies in any form.

          (e)  NO DISPARAGEMENT. Following termination of the Executive's
          employment for any reason, the Executive shall not disclose or cause
          to be disclosed any negative, adverse or derogatory comments or
          information about (i) the Employer and its parent, affiliates or
          subsidiaries, if any; (ii) any product or service provided by the
          Employer and its parent, affiliates or subsidiaries, if any; or (iii)
          the Employer's and its parent's, affiliates' or subsidiaries'
          prospects for the future.

          (f)  REMEDIES. The Executive declares that the foregoing limitations
          in Sections 8(a) through 8(f) above are reasonable and necessary for
          the adequate protection of the business and the goodwill of the
          Employer. If any restriction contained in this Section 8 shall be
          deemed to be invalid, illegal or unenforceable by reason of the
          extent, duration or scope thereof, or otherwise, then the court making
          such determination shall have the right to reduce such extent,
          duration, scope, or other provisions hereof to make the restriction
          consistent with applicable law, and in its reduced form such
          restriction shall then be enforceable in the manner contemplated
          hereby. In the event that the Executive breaches any of the promises
          contained in this Section 8, the Executive acknowledges that the
          Employer's remedy at law for damages will be inadequate and that the
          Employer will be entitled to specific performance, a temporary
          restraining order or preliminary injunction to prevent the Executive's
          prospective or continuing breach and to maintain the status quo. The
          existence of this right to injunctive relief, or other equitable
          relief, or the Employer's exercise of any of these rights, shall not
          limit any other rights or remedies the Employer may have in law or in
          equity including, without limitation, the right to arbitration
          contained in Section 7(e) hereof and the right to compensatory,
          punitive and monetary damages. In the event that a final
          non-appealable judgment is entered in favor of one of the parties,
          that party shall be reimbursed by the other party for all costs and
          attorneys' fees incurred by such party in such action. Executive
          hereby agrees to waive his right to a jury trial with respect to any
          action commenced to enforce the terms of this Agreement.

          (g)  TRANSITION. Regardless of the reason for his departure from the
          Employer, the Executive agrees that: (i) he shall assist the Employer
          in maintaining the

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          business of the clients and customers with whom the Executive has a
          relationship; and (ii) he shall take all steps reasonably requested by
          the Employer to effect a successful transition of those relationships
          to the person or persons designated by the Employer.

          (h)  SURVIVAL. The provisions of this Section 8 shall survive
          termination of the Executive's employment. The covenants contained in
          Section 8 shall be construed as independent of any of other provisions
          contained in this Agreement and shall be enforceable regardless of
          whether the Executive has a claim against the Employer under the
          Agreement or otherwise.

     9.   COOPERATION. The Executive agrees to give prompt written notice to the
Employer of any claim or injury relating to the Employer, and to fully cooperate
in good faith and to the best of his ability with the Employer in connection
with all pending, potential or future claims, investigations or actions which
directly or indirectly relate to any transaction, event or activity about which
the Executive may have knowledge because of his employment with the Employer.
Such cooperation shall include all assistance that the Employer, its counsel, or
its representatives may reasonably request, including reviewing documents,
meeting with counsel, providing factual information and material, and appearing
or testifying as a witness.

     10.  CONFLICTING AGREEMENTS. Executive hereby represents and warrants that
the execution of this Agreement and the performance of his obligations hereunder
will not breach or be in conflict with any other agreement to which he is a
party or is bound, and that he is not now subject to any covenants against
competition or similar covenants which would affect the performance of his
obligations hereunder.

     11.  NOTICES. All notices or other communications required or permitted to
be given hereunder shall be in writing and shall be delivered by hand and or
sent by prepaid telex, cable or other electronic devices or sent, postage
prepaid, by registered or certified mail or telecopy or overnight courier
service and shall be deemed given when so delivered by hand, telexed, cabled or
telecopied, or if mailed, three days after mailing (one business day in the case
of express mail or overnight courier service), as follows:

          (a)  if to the Executive:

               Gerard Nocera
               70 West 36th Street
               New York, New York 10018

          (b)  if to the Employer:

               SL Green Realty Corp.
               70 West 36th Street
               New York, New York 10018

or such other address as either party may from time to time specify by written
notice to the other party hereto.

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     12.  AMENDMENTS. No amendment, modification or waiver in respect of this
Agreement shall be effective unless it shall be in writing and signed by the
party against whom such amendment, modification or waiver is sought.

     13.  SEVERABILITY. If any provision of this Agreement (or any portion
thereof) or the application of any such provision (or any portion thereof) to
any person or circumstance shall be held invalid, illegal or unenforceable in
any respect by a court of competent jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provision hereof (or the remaining
portion thereof) or the application of such provision to any other persons or
circumstances.

     14.  SUCCESSORS. Neither this Agreement nor any rights hereunder may be
assigned or hypothecated by the Executive. This Agreement may be assigned by the
Employer and shall be binding upon, and inure to the benefit of, the Employer's
successors and assigns.

     15.  COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more such counterparts have been signed by
each of the parties and delivered to the other party.

     16.  GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed entirely within such State, without regard to the conflicts
of law principles of such State.

     17.  CHOICE OF VENUE. Executive agrees to submit to the jurisdiction of the
United States District Court for the Southern District of New York or the
Supreme Court of the State of New York, New York County, for the purpose of any
action to enforce any of the terms of this Agreement.

     18.  ENTIRE AGREEMENT. This Agreement contains the entire agreement and
          understanding between the parties hereto with respect to the subject
          matter hereof and supersedes all prior agreements and understandings
          relating to such subject matter. The parties hereto shall not be
          liable or bound to any other party in any manner by any
          representations, warranties or covenants relating to such subject
          matter except as specifically set forth herein.

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     19.  PARAGRAPH HEADINGS. Paragraph headings used in this Agreement are
included for convenience of reference only and will not affect the meaning of
any provision of this agreement.

     IN WITNESS WHEREOF, this Agreement is entered into as of the date and year
first above written.

                                         SL GREEN REALTY CORP.


                                         By: /s/ Stephen L. Green
                                             ---------------------------
                                          Name: Stephen L. Green
                                          Title: Chief Executive Officer


                                         /s/ Gerard Nocera
                                         -------------------------------
                                         Gerard Nocera

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