1040971--2/16/2010--SL_GREEN_REALTY

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{investment, property, distribution}

{debt, indebtedness, cash}

{provision, law, control}

{stock, price, share}

{regulation, change, law}

{operation, natural, condition}

{condition, economic, financial}

{loan, real, estate}

{customer, product, revenue}

{loss, insurance, financial}

{tax, income, asset}

{acquisition, growth, future}

{product, liability, claim}

{personnel, key, retain}

{cost, regulation, environmental}

{capital, credit, financial}

{system, service, information}

{operation, international, foreign}

Declines in the demand for office space in New York City, and in particular, in midtown Manhattan, as well as our Suburban markets, including Westchester County, Connecticut, New Jersey and Long Island, resulting from general economic conditions could adversely affect the value of our real estate portfolio and our results of operations and, consequently, our ability to service current debt and to pay dividends to stockholders. We may be unable to renew leases or relet space as leases expire. The expiration of long term leases or operating sublease interests could adversely affect our results of operations. Our results of operations rely on major tenants, including in the financial services sector, and insolvency, bankruptcy or receivership of these and other tenants could adversely affect our results of operations. Adverse economic and geopolitical conditions in general and the Northeastern commercial office markets in particular could have a material adverse effect on our results of operations, financial condition and our ability to pay dividends to stockholders. There can be no assurance that the actions of the U.S. government, Federal Reserve and other governmental and regulatory bodies for the purpose of stabilizing the financial markets, or market response to those actions, will achieve the intended effect, and our business may not benefit from and may be adversely impacted by these actions and further government or market developments could adversely impact us. We may suffer adverse consequences if our revenues decline since our operating costs do not necessarily decline in proportion to our revenue. We face risks associated with property acquisitions. Competition for acquisitions may reduce the number of acquisition opportunities available to us and increase the costs of those acquisitions. We rely on seven large properties for a significant portion of our revenue. The continuing threat of terrorist attacks may adversely affect the value of our properties and our ability to generate cash flow. A terrorist attack could cause insurance premiums to increase significantly. Our dependence on smaller and growth-oriented businesses to rent our office space could adversely affect our cash flow and results of operations. Debt financing, financial covenants, degree of leverage, and increases in interest rates could adversely affect our economic performance. Scheduled debt payments could adversely affect our results of operations. Financial covenants could adversely affect our ability to conduct our business. Rising interest rates could adversely affect our cash flow. Failure to hedge effectively against interest rate changes may adversely affect results of operations. No limitation on debt could adversely affect our cash flow. Structured finance investments could cause us to incur expenses, which could adversely affect our results of operations. Special Servicing Activities could result in liability to us. Joint investments could be adversely affected by our lack of sole decision-making authority and reliance upon a co-venturer's financial condition. Our joint venture agreements may contain terms in favor of our partners that could have an adverse effect on the value of our investments in the joint ventures. We are subject to possible environmental liabilities and other possible liabilities. We may incur significant costs complying with the Americans with Disabilities Act and similar laws. Our charter documents and applicable law may hinder any attempt to acquire us, which could discourage takeover attempts and prevent our stockholders from receiving a premium over the market price of our stock. Provisions of our articles of incorporation and bylaws could inhibit changes in control. Our board of directors is staggered into three separate classes. We have a stock ownership limit. We have a stockholder rights plan. Debt may not be assumable. Maryland takeover statutes may prevent a change of control of our company, which could depress our stock price. Future issuances of common stock, preferred stock and convertible debt could dilute existing stockholders' interests. Changes in market conditions could adversely affect the market price of our common stock. Market interest rates may have an effect on the value of our common stock. There are potential conflicts of interest between us and Mr. Green. Limitations on our ability to sell or reduce the indebtedness on specific mortgaged properties could adversely affect the value of the stock. We face potential conflicts of interest. Members of management may have a conflict of interest over whether to enforce terms of agreements with entities with which senior management, directly or indirectly, has an affiliation. Members of management may have a conflict of interest over whether to enforce terms of senior management's employment and noncompetition agreements. Our failure to qualify as a REIT would be costly. We may change the dividend policy for our common stock in the future. Previously enacted tax legislation reduces tax rates for dividends paid by non-REIT corporations. We are dependent on external sources of capital. We face significant competition for tenants. Loss of our key personnel could harm our operations. Our business and operations would suffer in the event of system failures. Compliance with changing regulation applicable to corporate governance and public disclosure may result in additional expenses, affect our operations and affect our reputation. Forward-Looking Statements May Prove Inaccurate

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1040971--2/16/2010--SL_GREEN_REALTY_CORP