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                                                                    EXHIBIT 10.8

                              AMENDED AND RESTATED
                     EMPLOYMENT AND NONCOMPETITION AGREEMENT

     This AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT
("Agreement") is made as of the 17th day of January, 2001 between Marc Holliday
("Executive") and SL Green Realty Corp., a Maryland corporation with its
principal place of business at 420 Lexington Avenue, New York, New York 10170
(the "Employer"), and amends and completely restates the Employment and
Noncompetition Agreement made as of the 17th day of July, 1998 (the "Original
Agreement"). If it shall be determined that any ambiguity or conflict exists
between any provision in this Agreement and any provision in any other agreement
entered into between Executive and the Employer, then, to the extent of any such
ambiguity or conflict, the provisions contained in this Agreement shall control.

     1.   TERM.  The term of this Agreement shall commence on the date first
above written and, unless earlier terminated as provided in Section 6 below,
shall terminate on the sixth anniversary of the date of this Agreement (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 nine (9) month 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" and any anniversary of the
date of this Agreement is herein referred to as an "Anniversary".

     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 of Chief
     Investment Officer of the Employer. Effective upon the termination of
     employment of the current President of the Employer, Executive shall serve
     the Employer with the title of President of the Employer. Executive will
     report directly to Stephen L. Green, the Chief Executive Officer of the
     Employer. As Chief Investment Officer, Executive shall be principally
     responsible for all of the investment activities of Employer and shall
     provide assistance to Employer's Chief Executive Officer in arranging
     financing, debt and equity capital on behalf of the Employer. As President,
     Executive shall be principally responsible for the management and
     investment activities of Employer and shall provide assistance to
     Employer's Chief Executive Officer in connection with all such activities.
     Executive's duties and authority shall be as further 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, but in all events such duties 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

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     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, or (ii) 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, or (iii)
     serving on the board of directors of his family owned Long Island gas
     station company.

          (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 (the "New York City metropolitan area").

     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
     minimum annual salary at the rate of $400,000 per annum during the
     Employment Period ("Base Salary"), subject to applicable tax withholding.
     Base Salary shall be payable monthly in accordance with the Employer's
     normal business practices. Solely for the purpose of determining whether
     Executive's Base Salary payable under this Section 3(a) should be
     increased, the Base Salary shall be subject to review by the Employer's
     Board of Directors or Compensation Committee at least once annually.

          (b)  FORGIVABLE LOAN. Within 60 days after the execution of this
     Agreement by Employer and Executive, the Employer shall make a non-recourse
     loan to Executive in the amount of $1,000,000, which shall bear interest at
     the applicable federal rate. The outstanding principal balance of such loan
     and all accrued interest shall be due and payable on the earliest of (i)
     January 17, 2007, (ii) the date on which the Executive's employment is
     terminated by the Employer for Cause, or (iii) the date on which the
     Executive's employment is terminated by the Executive without Good Reason.
     Such loan shall be secured by unrestricted shares of the Employer's common
     stock ("Common Stock") that are beneficially owned by the Executive on the
     date of the loan and that have a closing market value on such date of at
     least $1,000,000. The Executive shall receive all dividends paid with
     respect to such shares of Common Stock, and such shares shall be released
     from collateral and returned to the Executive at the time such loan is
     repaid from sources other than the collateral shares or forgiven pursuant
     to this Section 3(b) or Section 7(a)(i) or upon the Executive's death or
     disability.

     If (i) the Employer achieves, in the aggregate, an 80% return (including
     all dividends and stock appreciation) to shareholders during the period
     beginning on January 1, 2001 and ending on December 31, 2006 and (ii) the
     Executive continues to be employed by the

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     Employer on the final date of the Current Term (January 17, 2007), then the
     outstanding principal balance of such loan and all accrued interest shall
     thereupon be forgiven by the Employer. Notwithstanding anything to the
     contrary contained in this Agreement or any other agreement between
     Executive and the Employer, if the terms of the non-recourse loan described
     in this Section 3(c) are accelerated for any reason, the performance target
     described in subsection (i) of the previous sentence shall not apply.

          (c)  BONUSES. During the Employment Period, Executive shall receive
     such discretionary annual bonuses as the Employer's Board of Directors, in
     its sole discretion, may deem appropriate to reward Executive for job
     performance; PROVIDED, HOWEVER, that Executive's target annual performance
     bonus shall not be less than $200,000. Each of the bonuses described in
     this Section 3(c) shall be subject to applicable tax withholdings.

          (d)  STOCK OPTIONS. During the Employment Period, in the sole
     discretion of the Employer's Board of Directors or a committee thereof,
     Executive shall be eligible to participate in the Employer's then current
     Stock Option and Incentive Plan (the "Plan"), which authorizes the grant
     of stock options, stock awards and the making of loans to acquire stock.

          (e)  EQUITY AWARDS.

               (i)    Effective as of the date that the Original Agreement was
          executed by the Employer and Executive, Executive was granted 150,000
          restricted shares of Common Stock (the "Original Grant"). The Original
          Grant became vested and nonforfeitable as to 22,500 shares on July 17,
          1999 and 22,500 shares on July 17, 2000. The Original Grant shall
          become vested and nonforfeitable as to 22,500 shares on July 17, 2001,
          30,000 shares on July 17, 2002 and 52,500 shares on July 17, 2003,
          subject to (i) the Employer achieving either an 8% increase in funds
          from operations (on a gross dollar basis) or a 15% total return
          (including all dividends and stock appreciation) to shareholders
          during the last fiscal year completed before the applicable vesting
          date, and (ii) the Executive remaining employed by the Employer except
          as otherwise provided herein. The Original Grant shall remain in
          effect in accordance with its terms, except that 22,500 of the shares
          eligible to become vested on July 17, 2003 will, upon satisfaction of
          the otherwise applicable vesting requirements, be added to the grant
          of 105,000 additional restricted shares described in the following
          paragraph.

          Effective as of the date that this Agreement is executed by the
          Employer and Executive, Executive shall be granted 105,000 additional
          restricted shares of Common Stock (the "Subsequent Grant"). Such grant
          (together with the 22,500 shares carried over from the Original Grant)
          shall become vested and nonforfeitable as to 30,000 shares on July 17,
          2004, 30,000 shares on July 17, 2005, 30,000 shares on July 17, 2006
          and 37,500 shares on January 17, 2007, subject to (i) the Employer
          achieving either a 10% increase in funds from operations (on a per
          share basis) or a 15% total return (including all dividends and

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          stock appreciation) to shareholders during the last fiscal year
          completed before the applicable vesting date, and (ii) the Executive
          remaining employed by the Employer except as otherwise provided
          herein. Furthermore, for any vesting period ending in 2004, 2005, 2006
          or 2007, (i) if the Employer achieves either an increase in funds from
          operations (on a per share basis) of at least 8% (but less than 9%) or
          a total return to shareholders of at least 13% (but less than 14%)
          during the last fiscal year completed before the applicable vesting
          date, then 80% of the restricted shares that otherwise would have
          become vested on such vesting date shall become vested, (ii) if the
          Employer achieves either an increase in funds from operations (on a
          per share basis) of at least 9% (but less than 10%) or a total return
          to shareholders of at least 14% (but less than 15%) during the last
          fiscal year completed before the applicable vesting date, then 90% of
          the restricted shares that otherwise would have become vested on such
          vesting date shall become vested, and (iii) if the Employer achieves a
          total return to shareholders in the top one-third of a peer group of
          companies (to be determined each year by the Compensation Committee of
          the Employer's Board of Directors) during the last fiscal year
          completed before the applicable vesting date, then 100% of the
          restricted shares that otherwise would have become vested on such
          vesting date shall become vested.

          If necessary to reach a vesting threshold for any period, the
          Compensation Committee of the Employer's Board of Directors will
          determine such amounts by averaging cumulative increases and returns
          on a look-back or look-forward basis. The Employer shall pay Executive
          an additional cash amount as a tax gross-up upon each vesting date
          equal to 40% of the value of the shares included in Executive's
          taxable income on such date. Executive will receive the full cash
          dividends attributable to all nonforfeited shares of restricted stock,
          regardless of whether such shares have become vested on the record
          date for such dividends.

          (f)  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.

          (g)  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.

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

          (i)  OTHER BENEFITS. During the Employment Period, the Employer
     shall provide to Executive such other benefits, including disability
     insurance, sick leave and the right to 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, as well as the services of
     an exclusive personal assistant.

     4.   INDEMNIFICATION AND LIABILITY INSURANCE. Executive hereby warrants
that his execution of this Agreement, and performance of duties hereunder, does
not constitute the breach of any other executed contract to which Executive may
be a party, and does not constitute the breach of any restrictive covenant by
which Executive may be bound. The Employer agrees to indemnify Executive to the
extent permitted by applicable law from and against any and all losses, damages,
claims, liabilities and expenses for which such indemnified party has not
otherwise been reimbursed (including the costs and expenses of legal counsel
retained by the Employer to defend the Executive and judgments, fines and
amounts paid in settlement actually and reasonably incurred by or imposed on
such indemnified party) with respect to any actions commenced against Executive
either with regard to his entering this Agreement with the Employer or 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
reasonable 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

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          hereunder on a full-time basis, the Employer may terminate Executive's
          employment hereunder.

               (iii)  CAUSE. The Employer may terminate Executive's employment
          hereunder for Cause. 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: (i) Executive engaged in
          conduct which is a felony under the laws of the United States or any
          state or political subdivision thereof; (ii) Executive engaged in
          conduct constituting a material breach of fiduciary duty, gross
          negligence or willful and material misconduct relating to the
          Employer, material fraud or willful and material misrepresentation
          relating to the business of the Employer; (iii) Executive materially
          breached his obligations or covenants under Section 8(a) of this
          Agreement; or (iv) Executive failed to perform his duties hereunder in
          a manner and at a level consistent with his position and past
          performance after receiving notice from the Employer specifically
          identifying the manner in which Executive has failed to perform (it
          being understood that, for this purpose, the manner and level of
          Executive's performance shall not be determined based on the financial
          performance of the Employer).

               (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.

          (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 or to continue Executive's reporting relationship
          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 30 days after notice of noncompliance (specifying the
          nature of the noncompliance), has been given by the Executive to the
          Employer; (iii) a Force Out upon or following a Change-in-Control (as
          such terms are defined in Section 6(d) below); (iv) a material
          diminution of Executive's duties and responsibilities with respect to
          the investment activities of the Employer, or (v) the Employer's

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          requiring Executive to be based in an office located more than 50
          miles from Manhattan.

          (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)(i) hereof) shall be communicated by written
     Notice of Termination to the other party hereto in accordance with Section
     10 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.

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

               (i)    A "Change-in-Control" shall be deemed to have occurred 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 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 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 13d-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

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               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 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 if Stephen
          L. Green continues to serve as Chairman of the Board of Directors or
          the equivalent of the surviving entity of any event listed in the
          foregoing clause (A), (B) or (C) and no Force Out (as defined below)
          has occurred with respect to the Executive.

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

                      (A)  a change in duties, responsibilities, status or
               positions with the Employer that 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

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               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 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 more than 50 miles from Manhattan, 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 13 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) Stephen L. Green or Nancy A. Peck, 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 forgive the $1,000,000 non-recourse
          loan provided in Section 3(b) of this Agreement (if such termination
          occurs before January 17, 2007) and continue to pay Executive's Base
          Salary (at the rate in

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          effect on the date of his termination) and annual performance bonus
          (based on the amount paid for the immediately preceding year) for the
          remaining term of the Employment Period after the date of Executive's
          termination, on the same periodic payment dates as payment would have
          been made to Executive had the Employment Period not been terminated;
          PROVIDED, HOWEVER, that if such termination occurs upon or following a
          Change-in-Control, the Employer shall continue to pay Executive's Base
          Salary (at the rate in effect on the date of his termination) and
          annual performance bonus (based on the highest amount paid for the
          three preceding years) for the remaining term of the Employment Period
          after the date of Executive's termination.

               (ii)   For the remaining term of the Employment Period, Executive
          shall continue to receive all benefits described in Section 3 existing
          on the date of termination, including, but not limited to, any bonuses
          or equity awards described in Section 3 of this 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)  Any unvested shares of restricted stock granted to the
          Executive by the Employer shall become vested on the date of the
          Executive's termination, any unexercisable stock options granted to
          the Executive by the Employer shall become exercisable on the date of
          the Executive's termination, and any unexercised stock options granted
          to the Executive by the Employer shall remain exercisable until the
          earlier of (A) the date on which the term of such stock options
          otherwise would have expired, or (B) the second January 1 after the
          date of the Executive's termination;

               (iv)   If Executive obtains other employment, or receives any
          compensation, income or benefits from services rendered to any person
          or entity during the remaining term of Employment Period after the
          date of Executive's termination, the Base Salary and bonus payments
          due under Section 7(a)(i) will be reduced by the amount of such
          compensation, income, or benefits, except that in no event shall the
          Base Salary and bonus payments due under Section 7(a)(i) be reduced to
          less than the amount of such payments that would have been received by
          Executive over a one year period. Executive shall give prompt notice
          to the Employer of any such employment undertaken or services rendered
          by him, which notice shall include a description of the compensation,
          income or benefits he will receive, and the date of receipt. Executive
          shall also give prompt notice to the Employer of any changes in such
          employment or income.

               (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 (including without limitation as a result of
          the accelerated vesting of

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          equity awards) 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)(l) 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 (i) Executive
     is terminated for Cause pursuant to Section 6(a)(iii) above, or (ii)
     Executive shall voluntarily terminate 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 Executive shall be entitled to
     receive only his Base Salary at the rate then in effect until 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 which the stock options were granted.

          (c)  TERMINATION BY REASON OF DEATH. If Executive's employment
     terminates due to his death, the Employer shall pay Executive's Base Salary
     plus any applicable pro rata portion of the annual performance bonus
     described in Section 3(c) above 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. If such death occurs during a
     vesting period, a pro rata portion of the unvested shares of restricted
     stock granted to the Executive that otherwise would have become vested upon
     the conclusion of such vesting period shall become vested on the date of
     the Executive's termination due to his death, and a pro rata portion of the
     unexercisable stock options granted to the Executive that otherwise would
     have become exercisable upon the conclusion of such vesting period shall
     become exercisable on the date of the Executive's termination due to such
     death. Furthermore, upon such death, any unexercised stock options granted
     to the Executive shall remain exercisable until the earlier of (A) the date
     on which the term of such stock options otherwise would have expired, or
     (B) the second January 1 after the date of the Executive's termination due
     to his death.

          (d)  TERMINATION BY REASON OF DISABILITY. In the even that Executive's
     employment terminates due to his disability as defined in Section 6(a)(ii)
     above,

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     Executive shall be entitled to be paid his Base Salary plus any applicable
     pro rata portion of the annual performance bonus described in Section 3(c)
     above for a period of six months from the date of such termination, or such
     longer period as the Employer's Board of Directors may determine. If such
     disability occurs during a vesting period, a pro rata portion of the
     unvested shares of restricted stock granted to the Executive that otherwise
     would have become vested upon the conclusion of such vesting period shall
     become vested on the date of the Executive's termination due to his
     disability, and a pro rata portion of the unexercisable stock options
     granted to the Executive that otherwise would have become exercisable upon
     the conclusion of such vesting period shall become exercisable on the date
     of the Executive's termination due to such disability. Furthermore, upon
     such disability, any unexercised stock options granted to the Executive
     shall remain exercisable until the earlier of (A) the date on which the
     term of such stock options otherwise would have expired, or (B) the second
     January 1 after the date of the Executive's termination due to his
     disability.

          (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 and Employer hereby agrees to submit to
     any such dispute to arbitration pursuant to the terms of this Section 7(c).
     In such a proceeding, the only issue before the arbitrator will be whether
     Executive's employment was in fact terminated for Cause or for Good Reason,
     as the case may be. 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, the
     costs of arbitration, and Executive's attorneys' fees. If the arbitrator
     finds that Executive's employment was terminated by the Employer for Cause
     or by the Executive without Good Reason, the arbitrator will be without
     authority to award Executive anything, and 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.

     8.   CONFIDENTIALLY; 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

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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 or as specifically required by law or by court
     order, 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 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
     (excluding those of Executive prior to employment with Employer);
     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.

          (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, Executive will not, in any
          location, without the prior written consent of the Chairman of the
          Board of Directors 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),
          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 aspect
          of the commercial real estate business (including, without limitation,
          ownership, management, technology, parking, leasing and/or financing)
          (all such direct or indirect activity or involvement described in this
          Section 8(b)(i), the "Prohibited Activities"); and

               (ii)   in the event of a Change in Control during the Employment
          Period, the prohibitions set forth in Section 8(b)(i) above shall
          cease to apply, and in the alternative Executive will not, during the
          Employment Period, without the prior written consent of the Chairman
          of the Board of Directors of the Employer, engage in any Prohibited
          Activites in any location in which the Employer is actively engaged in
          that business; and

               (iii)  in the event that this Agreement is terminated (A) by the
          Employer for Cause or (B) by the Executive for any reason other than
          death, disability, Good Reason or the expiration of the term of the
          Agreement, Executive will not,

                                       13
<Page>

          during the Noncompetition Period, without the prior written consent of
          the Chairman of the Board of Directors of the Employer, engage in any
          Prohibited Activities in any location; and

               (iv)   in the event that this Agreement is terminated for any of
          the reasons set forth in Section 8(b)(iii) above, and a Change in
          Control either has occurred prior to such termination or occurs
          subsequent to such termination, the prohibitions set forth in Section
          8(b)(iii) above shall not apply (or shall cease to apply), and in the
          alternative Executive will not, during the Noncompetition Period,
          without the prior written consent of the Chairman of the Board of
          Directors of the Employer, engage in any Prohibited Activities in any
          location in which the Employer is actively engaged in that business;
          and

               (v)    during the Employment Period, and during the two-year
          period following the termination of the Executive by either party for
          any reason (including the expiration of the term of the Agreement),
          Executive will not, without the prior written consent of the Chairman
          of the Board of Directors 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),
          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)  NONCOMPETITION PERIOD. For purposes of this Section 8, the
     Noncompetition Period shall mean the period commencing on the date of
     termination of Executive's employment under this Agreement and ending on
     the later of: (i) the first anniversary of the date of termination of
     Executive's employment under this Agreement; or (ii) the earlier of (A) the
     fifth Anniversary of the Original Agreement, or (B) the second anniversary
     of the date of termination of Executive's employment under this Agreement.

          (d)  PASSIVE INVESTMENTS. During the term of Employment Period,
     notwithstanding anything contained herein to the contrary, Executive is not
     prohibited by this Section 8 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 Executive's aggregate
     direct cash equity investment in such entity constitutes less than fifteen
     percent (15%) of the equity ownership of such entity.

          (e)  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

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<Page>

     ("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.

          (f)  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; (iii) the Employer's and its parent's, affiliates'
     or subsidiaries' prospects for the future. Following termination of the
     Executive's employment for any reason other than for Cause, the Employer
     shall not disclose or cause to be disclosed any negative, adverse or
     derogatory comments or information about the Executive.

          (g)  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. In
     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 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.

          (h)  TRANSITION. Regardless of the reason for his departure from the
     Employer, the Executive agrees that at Employer's sole costs and expense,
     for a period of not more

                                       15
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     than thirty (30) days after termination of Executive, he shall take all
     steps reasonably requested by the Employer to effect a successful
     transition of client and customer relationships to the person or persons
     designated by the Employer.

          (i)  COOPERATION WITH RESPECT TO LITIGATION. During the Employment
     period and at all times thereafter, Executive agrees to give prompt written
     notice to the Employer of any claim or injury relating to the Employer and
     to cooperate fully, in good faith and to the best of his ability with the
     Employer in connection with any and all pending, potential or future
     claims, investigations or actions which directly or indirectly relate to
     any action, event or activity about which Executive may have knowledge in
     connection with or as a result of his employment by the Employer
     hereinunder. Such cooperation will 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;
     provided, however, that the Employer will reimburse Executive for all
     reasonable expenses, including travel, lodging and meals, incurred by him
     in fulfilling his obligations under this Section 8(i) and, except as may be
     required by law or by court order, should Executive then be employed by an
     entity other than the Employer, such cooperation will not materially
     interfere with Executive's then current employment.

          (j)  SURVIVAL. The provisions of this Section 8(a) shall survive
     termination of the Executive's employment and those of Section 8(b) shall
     survive for the periods specified therein. 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.   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.

     10.  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:

                      Marc Holliday
                      3 Murray Hill Road
                      Scarsdale, New York 10583

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               (b)    if to the Employer:

                      SL Green Realty Corp.
                      420 Lexington Avenue
                      New York, New York 10170

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

     11.  AMENDMENTS. No amendment, modification or waive 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 waive is sought.

     12.  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 circumstances 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 hereof) or the application of such provision to any other persons or
circumstances.

     13.  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 insure to the benefit of, the Employer's
successors and assigns.

     14.  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.

     15.  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.

     16.  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.

     17.  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.

                                       17
<Page>

     18.  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.

     19.  BOARD APPROVAL. Employer represents that its Board of Directors has
approved the economic terms of this Agreement.

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

January 17,2001


                                                  SL GREEN REALTY CORP.


                                                  By: /s/ Stephen L. Green
                                                     ---------------------------
                                                     Name:  Stephen  L. Green
                                                     Title: Chairman


                                                  /s/ Marc Holliday
                                                  ------------------------------
                                                  Marc Holliday

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