Compensation Committee Charter

Purpose

The Compensation Committee (the "Committee") is appointed by the Board of Directors (the "Board") of SL Green Realty Corp. (the "Company"). Its primary functions are to:

Organization

Responsibilities and Powers

To fulfill its purposes, the Compensation Committee will:

Any performance evaluation conducted by the Committee shall be performed in such manner as the Committee deems appropriate. Any report to the Board may take the form of an oral report by any designated member of the Committee. The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee; provided that a charter is adopted for such subcommittee.

Resources and Authority of the Committee