Nominating and Corporate Governance Committee Charter


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


Responsibilities and Powers

In order to carry out the purposes described above, the 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