Marc Holliday - CEO Greg Hughes - CFO Andrew Mathias - Chief Investment Officer Steve Durels - EVP, Director of Leasing

Jamie Feldman - UBS Brendan Maiorana - Wachovia Ian Weissman - Merrill Lynch Jordan Sadler - KeyBanc Capital Markets John Guinee - Stifel Nicolaus Vincent Charles - Deutsche Bank Michael Bilerman - Citi Sloan Bohlen - Goldman Sachs

Thank you everybody for joining us and welcome to SL Green Realty Corporations fourth quarter and full year 2008 earnings results conference call. This conference call is being recorded. At this time, the company would like to remind the listeners that during the call, management may make forward-looking statements. Actual results may differ from predictions that management may make today. Additional information regarding the factors that could cause such differences appear in the MD&A Section of the company’s form 10-K and other reports filed with the Securities and Exchange Commission. Also during today’s conference call, the company may discuss non-GAAP financial measures as defined by SEC regulation G, the GAAP financial measure most directly comparable to each non-GAAP financial measure discussed and the reconciliation of differences between each non-GAAP financial measure and the comparable GAAP financial measure can be found on the company’s website at www.slgreen.com by selecting the press release regarding the company’s fourth quarter earnings. Before turning the call over to Marc Holiday, Chief Executive Officer of SL Green Realty Corporation, we would like to ask those of you participating in the Q&A portion of the call to please limit your questions to two per person. Thank you. Go ahead, Mr. Holliday.

Okay. Thank you for joining us today. Greg and I will take you through the highlights for the fourth quarter and particularly in light of today's challenging economic challenges. I was quite satisfied with our quarterly results. It was a mixture of strong operating performance with one time gains, as offset against some disappointing, but not unanticipated write-downs. Later in the call, Greg will take you through the earnings release and hopefully make sense of the ins and outs of the quarter. And at the end, hopefully, you also will conclude that the platform really evidenced its strength in the fourth quarter by outperforming, what we had anticipated in terms of results in our core portfolio in the Manhattan commercial office properties. Many of the highlights and achievements in the fourth quarter were foreshadowed at our December Investor Meeting, which we held in the first week of December. And I am pleased to report that in under two months since that conference, we are well on our way to meeting or exceeding many of the objectives, we set forth that day. Looking at the Manhattan leasing fundamentals, which drives a significant portion of what we have talk about today, we were able to increase occupancy by 20 basis points to almost 97%, which is a great jumping half point as we enter 2009. Most notable during the quarter, we renewed Viacom at 1515 Broadway ensuring that, that buildings continuing stability will be in place at least through 2015. This took a significant risk item off the table and it’s a great example how we were able to capitalize on meeting the market with a net effective deal netting down all the capital, that works for us, work for the tenant and that we were able to do uniquely because of our low basis in that particular asset, low cost basis. That’s a low cost basis that we have universally throughout the portfolio that will benefit us and enable us to lease, where others in the city can't or going to have to differ to their lenders in making important leasing decisions, like the one we were able to make quickly and deftly at 1515 Broadway. Outside of that lease, we maintained a positive mark-to-market in Q4 averaging I believe 65% plus or minus mark-to-market, obviously for in excess of what we would have expected or forecasted. But again an example of how the portfolio has an extraordinary amount of embedded growth in rents that were done in the early, mid to late ‘90s and are now maturing in late 2000, and we are experiencing big mark-to-market, not withstanding the rents in this market have been falling throughout 2008. Even this morning’s announcement of Wells Fargo taking a full floor at 100 Park Avenue a base floor, 44,000 square feet at a mark-to-market of around 47%, which is the result primarily of a extraordinarily successful repositioning effort that take took what was a un-renovated Class B building in a great location at the 100 Park and renovated it to BOMA building of the year for renovated building standard and enabled us to lend Wells Fargo as a great new addition to our portfolio. And that deal comes on the heels of another significant transaction we did in 2008, previously announced to be the old lease. So that project is well on its way to paying dividends on the redevelopment program, not withstanding the economic climate. Clearly, this is a market where we are re-looking at the ways we lease and do business with tenants. We are more cautious today; we have increased our security deposit requirements for tenants that are less than obviously creditworthy. And this is something that we have done in other bad markets. It's paid off for us. It's kept our credit losses to a minimum in good and bad markets. We are also doing more net effective deals where we put out less capital and pay less commission on slightly lower rents, but rents that still provide for up-tick relative to prior escalated rents. Where we feel the need to do pre-builds to get velocity in leasing certain building where we had space that is not moved. We are doing pre-builds. It's an effective program for us in the down market. It's what sells leases and notably we are saving as much as 20% to 25% on our construction cost of these pre-build. So, as rents are falling, we still are able to make economic leases with this pre-build space. Market however is certainly feeling the pressure of job losses, financial services contraction, sublet space, and a limited but growing number of business failures. We can’t help but expect that vacancy rate in mid-town is going to rise beyond where we had originally forecasted, those vacancy rates to be at around 10% to 12%. At the moment, those rents seem to be at around 8% to 9% vacant currently. May be even 10% if you take into account whatever space we think will be coming available directly or indirectly on line in 2009. And we think that that vacancy rate could easily now hit 12% or more over the next 24 months. So, there are predictions that are all over the place, from about 10% to a number in the low to mid teens. I think we're firmly in the middle of that, it was not all space that is rumor to come, will come and you always discount the positives that will inevitably occur in, in a market like this. An example where a company buys an out-of-state company that could result in backfilling of space in the market that was previously gone in for sublet. Alternatively, I think we have to see what the full effects of the Obama's stimulus package will be for New York City, where I believe New York will be a well-represented recipient of the stimulus monies in order to get some of the bigger infrastructure projects back off the ground and working again whereas they have stalled in prior years. Notwithstanding these market challenges, we do expect to lease in excess of 1 million square feet of new and renewal space in 2009, with a high degree of emphasis on renewal spaces. The credit loss is something that we will look at closely in 2009, while we do believe that having the well-leased portfolio fortress properties, repositioned properties, so good creditworthy tenants is what will protect us. We can't discount the impact that we could see business failures and/or bankruptcies. Traditionally, our credit loss has been very low, 0.5 percentage point in 1998 and 2002. And right now, it stands at just 14 basis points, 0.14%. But there was notable increase in delinquencies and bankruptcy filing in the fourth quarter, continuing into January and I think that we have to expect that one of the risks we will have to guard against and be very proactive on is monitoring our tenants carefully, making deals where appropriate, not making deals where appropriate and looking to switch our tenants early who we think will pose the greatest risks for the portfolio. Speaking of the portfolio, I think it was not by chance that you saw the results, the very positive core results that you saw in the fourth quarter. Going into this downturn, I just want to remind you that we took several steps to fortify the real estate portfolio. First, we sold over a dozen properties, amounting to 2.5 billion of gross products sold. These were typically properties believed to be the most exposed in a recessionary environment that we’re currently experiencing. Second, we advance leased 1.6 million square feet of space that would have otherwise expired in 2009 and 2010. As a result, only 800,000 square feet will roll in 2009, much of which we expect to renew. Third, we redeveloped and repositioned buildings throughout the peak market such that our inventory will be highly competitive in a down market. Over the past five years inclusive of 2009, we have done or are doing significant renovations at 15 properties, totaling more than 350 million in the aggregate. When tenants have an ability to make choices, this level of property improvement and renovation weighs heavily in those decisions as well as the rent, both of which we are well positioned to take advantage of. Lastly, we made substantial improvements in our operations. Such that tenants when surveyed consistently rank SL Green's performance as excellent and well above industry in local benchmarks. That is the combination of portfolio wide efforts over the last five to six year that have taken place and have enabled us to increase our retention ratios, increase referral rates and garner more than our fair share of new tenants in a market like this. Turning our attention to structured finance, you could see that given the lack of liquidity in the market, we worked hard in the fourth quarter to sell $100 million of structured finance positions at attracted prices relative to our investment alternatives. These sales were mostly of New York City paper, which still has a degree of liquidity, contrary to opinion that New York has been hardest hit and lacked any liquidity. In fact, we are finding that SLG's non New York investments are more impaired and suffer in markets without any meaningful liquidity, which is why we recorded an $85 million charge predominantly against these types of non New York investments. The cumulative effect of the sales write-downs was to reduce structured finance investment balances to under $750 million with more sales planned throughout the year. Now, withstanding these write-downs, since inception the structured finance program has been very profitable, generating an excess of $400 million of aggregate interest income through 2009 and has led to the acquisition of four Manhattan office properties comprising an excess of 2 million square feet. One of the greatest challenges that we have faced during this frozen credit markets has been the management and transition of Gramercy Capital Corp. Throughout 2008 as GKK’s loan book grew and the merger and integration with AFR was finalized, we have worked closely with the company to reduce G&A costs, resolve problem assets and reorganize around a new management team that could take the reins over from SL Green on a fully self-managed basis. The additions of Roger Cozzi, a CEO and Tim O'Connor as President have been extraordinarily positive steps towards self management, no later than the end of this year. The special committees for both companies have agreed to approach Gramercy’s banks to seek approval for an internalization that is deemed to be favorable for the long-term prospects of GKK and the company is awaiting bank group consent. Recall that during the third quarter, SLG reduced its management fees to roughly cost and in the fourth quarter SLG reimbursed GKK for incentive fees that had been accrued in 2008. All of these steps were undertaken to put GKK in the best position to succeed in increasing cash flow and improving its balance sheet position. In light of current market conditions, we decided to write-down SLG’s investment in GKK stock and write-off our investment in the manager. As GKK’s largest investor, we have seen our stake rise and fall over the past five years, but we have concluded that after much effort, it was appropriate to take the write-down in our investment with limited near-term market relief in sight. Turning away from the investment portfolio and towards things we can more easily control -- our cash flow. There are several areas, where we took decisive steps to increase cash flow in the fourth quarter and continuing into 2009. First, we did a top to bottom review of our capital expenditures for 2009 and through combination of mostly value engineering, but also taking advantage of declining materials and labor prices; we were able to save significant dollars on our capital expenditure program projected for 2009. And we are estimating that it will be $50 million or more below our 2008 program. These savings at first are very difficult to come by. I personally met with about 75 of the companies, contractors, professionals and subs, at a meeting where we put on the table the company’s goals and objectives for achieving these savings and the result of that meeting was extraordinarily positive. People came back within days with ideas on how to achieve value engineering solutions. Some were just concessions that were put on the table in light of the fact that we work with these contractors during good times and they are willing to work alongside with us in tough times. And the result has been very positive to date. And I believe that the fruits of those types of efforts will show themselves at the end of this year when we meet again to analyze the work done in the course incurred. Second, G&A; we made substantial reductions in MG&A in 2008 with more reductions budgeted for 2009. Savings are the result of lower compensation levels, reduction in head count, elimination of certain accounting expenses and departmental savings achieved primarily through straightforward belt tightening. In 2009, we expect MG&A to be reduced by more than $5 million over 2008 and by $15 million off of its peak expense in 2007. These reductions are being achieved without any material reduction in assets under management. So an already lean staff has been asked to operate even more efficiently, work harder, pick up more task. I am also happy to say that, company-wide, people have risen to this quelling and have kept good spirits and good morale in this tough environment and that is what has enabled us to make the reductions that I just reviewed with you. Lastly, dividends; during the fourth quarter as you know we made the difficult but we believed prudent decision to reduce our quarterly dividend. Simply put, we did this because we could and we believed we should and not because we had to. Note, that our fourth quarter FFO and SAG easily covered the old dividend level. However, in making this decision we listen closely to our shareholders, who overwhelmingly held stated opinion that the cash flow would be better retained by the company for reduction of liabilities or new opportunistic investments than to be simply be paid out to shareholders at the rate of 20% on current share price. Opinions may differ, but we ultimately agree that the benefits of conserving cash in this economic environment outweigh the reasons against reducing the dividend. Merely the funding of the buyback of our own bonds had implicit returns north of 20%, presented reason enough to take this action. The dividend reduction combined with the previously MG&A savings and capital expenditure reductions will produce significant incremental internally generated cash flow over the next several years, which will be deployed in a manner to strengthen SLG's balance sheet, P&L and maximize its stock price. In summary, we demonstrated in the fourth quarter, we adhered to our strategy stated back in December. Maximize the core Manhattan portfolio, liquidate structured finance in non-core positions, increase cash flow with the company, reduce near-term recourse maturities and build war chest for opportunities in the coming years. Over time, we are confident that these steps will be well rewarded and that taking these early and decisive actions will result in the best for the company, shareholders, stock price. With that, I'd like to turn it over to Greg Hughes to take through in detail the quarterly results.

Great. Thanks, Marc, and good afternoon, everybody. I actually reversed the order of the financial review, just go around and start with the P&L, which received little focus these days. And then, finish up with the balance sheet and the liquidity position which is what everybody wants to talk about. The operating results for the quarter were solid, as Marc had mentioned. The combined same-store NOI for the portfolio was up 4.2%. If you exclude roughly $7.4 million of accounts receivable reserves that were reported during the quarter, the same-store NOI growth would have been up 7.9%. That $7.4 million is reflected as a reduction in property revenues and is the reason you're seeing a decline in property NOI this quarter versus last quarter. At this point of time, we do not expect that those will be recurring quarterly reductions in 2009 and I should note that they do relate to multiple properties. I should also take the opportunity to point out that Citigroup, our largest tenant and the subject of much enquiry, is expected to contribute roughly 13% of our property operating income during 2009. As Marc mentioned, a strong leasing quarter highlighted by Viacom and the 249,000 square feet of additional leasing where we realized that mark-to-market of over 65%. You will note from our lease expiration table that our quarterly review of market rents has reduced the embedded mark-to-market in our portfolio to approximately 21% on a combined basis. While down significantly from 40% in Q2 of 2007, we believe that an average in place rent of approximately $53.59 per foot that there is still a rental road to be achieved within the portfolio. Today’s announcement of the full four deal at a 100 Park with a 47% mark-to-market, put us well on our way to achieving our 2009 goal of 10% mark-to-market. Perhaps even more important from a review of this schedule is the fact that as we head into an economic downturn, just 14% of our Manhattan portfolio is scheduled to turn over during the next three years. This is a testament to the proactive leasing efforts we have set forth during the last 24 months. Our structured finance income for the quarter was $42 million, which included roughly $9 million of gains under disposition of selected assets, as well as $7 million from the resolution of our RSVP investment. Other income for the quarter was $9 million, which consisted principally of recurring JV leasing commissions and asset management fees. During the quarter, we repatriated $5.1 million incentive fees earned from Gramercy during the first six months of 2008. We serve to offset the base management fee earned from GKK during the quarter. Accordingly, other income effectively excludes any fee income from GKK for the quarter. During the quarter, we have recognized $88.5 billion of gains from the early extinguishment of debt, when we repurchased $102 million and $160 million of bonds, which reportable to us in 2010 and 2012 respectively. The yield reported on these repurchases averaged in excess of 22%, which we believe to be a good source, good use of capital while simultaneously de-leveraging our balance sheet. Subsequent to year end, we purchased an additional $86 million of notes, on which we expect to recognize a gain of $29.4 million during 2009. Loan loss and other investment reserves include $85.4 million of reserves against the structured finance portfolio, a $14.9 million write-off for our borrowed investment in GKK Manager and a $2.4 million write-off for our remaining investment interest in the Mack-Cali JV. G&A for the quarter was $33 million and include the write-off of $80 million related to the cancellation of certain employee stock options as well as a portion of the company's 2006 long-term outperformance plan. This charge represents the remaining unamortized cost associated with those plans. This charge was offset in part by the reversal of certain over-accrued incentive-based compensation. Excluding these one time adjustments, the quarterly G&A would have been approximately $21.9 million. We believe that this is an appropriate run rate as we head in to 2009 and should result in us achieving savings well in excess to the $5 million that we identified during investor day. In an effort to sort through the various moving parts this quarter, where the junk and the trunk, as it has been described. Page 10 of our press release attempts to remove certain of the one time items from this quarter’s operating results. This reconciliation results a quarterly run rate FFO per share of approximately $1.40 or $5.60 on an annual basis. This run rate coupled with increased 2009 property in Hawaii, reduced G&A and interest expense savings enable us to reconfirm our run rate guidance of 575 that we provided on Investor Day. Recall this amount was further adjusted down to a range of $5.25 to $5.50 to provide for possible additional reserves on our structured finance portfolio. We are also reaffirming that guidance range today. It is worth noting, as Marc alluded to as we revert back to focus on core operations that of the $1.40 run rate of FFO approximately 94% of that is being generated from our core real estate operations. Before we leave earnings, I want to spend a minute reviewing our taxable income, which we summarized on page 18 of our supplemental and wish a significant consideration in establishing our dividend. You will note from a review of this analysis that through effective tax planning, we were able to meet all of our 2008 distribution requirements with the first three quarters of dividends. According the fourth quarter dividend carried a record date of January 2nd and will be utilized to meet our 2009 distribution requirements. This flexibility enabled us to reduce our dividend and use the $95 million of distributions that would have otherwise made in 2009 to de-lever the company and generate substantial gains. Even with the early extinguishment of $262 million of debt during 2008, we finished the year with $726 million of cash. We also had $55 million of availability remaining on our line, $73 million restricted cash that can be used for capital projects and certain operating expenses. And we expect that the company will generate over a $100 million of cash flow during 2009 after the payment of dividends. As we have mentioned on Investor Day, the cash on hand that we have already covers the $532 million of corporate obligations that come due during the next three years. This $532 million includes our only major 2009 maturity of $200 million which comes due in March. Also as we mentioned in Investor Day, we had six major property mortgages which mature over the next three years. Our share of which totals $786 million. Although none of these mortgages matures this year, we would expect to be in the market this year taking advantage of the historically low interest rates. Even in this lousy credit environment, we remained optimistic that not only can many of these assets be refinanced but that in a number of instances we may realize excess financing proceeds as a result of the modest leverage currently in place on these assets. A review of our all important debt covenants for the quarter shows us well within compliance on all our major covenants. Our ratio has actually strengthened during the quarter as a result of improved property performance, early extinguishment of debt and lower interest rates. It is worth noting that our unsecured debt to unencumbered asset leverage ratio, which had been our tightest covenant declined to 52.3% versus the maximum available of 60%. Other items of note on the balance sheet include the following; our investment in joint venture was down by approximately $169 million, principally as a result of the $147 million write-down of our GKK stock position to its closing price at December 31 as well as the aforementioned write-off for the GKK Manager investment. Our structured finance balance finished the quarter at $748 million, reduced by $99 million of sales during the quarter as well as $85 million of reserves. Note that $68 million of the structured finance portfolio is now classified as assets held for sale, which also includes our 55 corporate investments that is scheduled to close in the first quarter of 2009. As previously mentioned, we booked additional accounts receivable reserves during the quarter. Given the current economic climate that Marc alluded to and the increase in delinquencies, we took the opportunity to top-up our reserves related to tenant receivables and deferred rent receivables. These reserves amount to $16.9 million and $19.6 million respectively at year-end. Our mortgage notes payable declined during the quarter principally from the re-class of the 55 corporate mortgage to liabilities related to held for sale and our term and unsecured notes decreased obviously as a result of the $262 million of debt repurchase we made during the quarter. Well they remain substantial with the chop; we feel that we have made good progress during the quarter in cleaning up our balance sheet, delivering the company and positioning ourselves for the challenges at hand. And with that I would like to turn it back to Marc for some closing thoughts.

Thank you. I think we missed earlier in mentioning that Andrew is on the road today. He is dialed in, listening in and available for Q&A, but because of the logistics, this was not a part of the commentary that we just went through, but anything related to the investments or anything else for Andrew, he is on the line. And with that, I think we would like to open it up for questions, operator.

(Operator Instructions). Your first question comes from the line of Jamie Feldman from UBS. Please proceed. Jamie Feldman - UBS: Great. Thank you very much. I was hoping you could walk us through your largest leases with Citi and the kinds of conversations you're having with them, and what exactly are they doing in ad space?

Why don’t we handle this three ways. Let Greg run you through or run everyone through what leases we have with the company and Steve Durels can describe what they are doing in this space and I can just mention briefly conversations we've had. So, we have that, chart.

Yes, I think Jamie, if you and if people want to refer back, we had in Investor Day, we had a separate Citigroup tenancy slide, and it's really six major positions. They have 338,000 square feet of space over a 34th Street, which we actually had signed up with them knowing that they were going to move out of ad space in June of this year. We actually have already subleased ad bunch of the space to the [Siebel Company]. So that was something that we knew was going to occur. 485 Lexington, roughly 297,000 square feet of space that has some private banking over there and some of the property folks in there which….

Yes, 485 is kind of a wealth management and a good deal of the people and they are there related to the Group being bought by Morgan Stanley and just to go back, the 333 because I’ll layer in as Greg goes through this. 333 as we said, we bought it with the knowledge and intention that they would be exiting out of the building. In fact, they should be out a little early, although they were rent obligation that they will continue to pay through the end of August and we have pre-let a $160,000 of square feet of ad space to the [Siebel Company].

Right. So those are tuned in the wholly-owned portfolio. In the JVs, we have 800. Third, we have a small retail space over there for 7,000 square feet. Of course, the biggest position, 388, 390 Greenwich Street, we have 2.6 million square feet. We own that in joint venture and we’re a 50.6% owner of that building again. Our understanding is that that’s the building that they are backfilling into and Steve can walk through some of the high end space that they are actually looking to subways.

Yes, like Greenwich Street, it’s a mixed group that’s over there, none of them are related to wealth management or any other people that are be part of the Morgan Stanley acquisition. But its investment banking, it’s some of their tax and planning group, and there are three or four other the users group. But again, all corporate headquarters type people. It is their Beachhead facility of which case, between that and right on the city are the two facilities that they have been moving people into as they led a less spaces leases expire around town or as they led other satellite offices, they take the spaces to sublease market. We got a wide variety of spaces, 666, 5th Avenue, Citicorp Center, space on 7th Avenue, where they’ve got spaces anywhere from 100 to 400,000 square feet and those are the facilities that you hear and you read in the headlines, where they are subleasing space and consolidating back into a modeling city.

That’s a headquarters building, then we have a small office space up in 750 Washington, which we have a 180,000 square feet of which we have a 51% ownership stake. And then lastly, Modeling City, which is Steve, is referring to where one foot square as we call it, a million four square feet of space. We own a 30% stake in that building. Again, that sounds like they are building at their back filling in to, the difference in the headquarter building, that is a building that they do have some shedding rights in as we move into the latter part of 2009 and 2010.

Lot of facilities, people located over there. Lot of the back offices located over there and many of you may know that next door to one core square is a building that Citibank, about a year and half ago, just finished building as a second property, not part of the facility that we own. But most properties are linked and those are really that the two buildings that they migrating all their back office people to.

Okay. So, net and net when you call away the GV ownership and call away 333, which expires this year, it's about 2.25 million square feet space that we have on a pro-rata basis at the company and it’s relatively in expensive space city relatively well occupied. So, that’s the status with them. Jamie Feldman - UBS: Okay. Thank you. I’ll pass through on.

And again I think it is an important point because when you look at the, when you pickup our supplemental and look in Salt Lake City has 4.7 million square feet of space on a 25 million square foot portfolio, its actually reduced considerably, when you look at the JV structures, the Long Island City, NOI contributions are actually very low and that’s why took the opportunity to point out that 13% of our income is going to be coming from city, not the 25% that you might look at on a square footage basis, if you just paid due to supplemental.

Your next question comes from the line of Chris Haley from Wachovia. Please proceed. Brendan Maiorana - Wachovia: Good afternoon. It’s Brendan Maiorana with Chris. Marc, as you mentioned in your prepared remarks the market wide vacancy assumptions that you are using, which I think was in the Investor Day, which I think was data from Cushman was around 12% at the peak or maybe 12% by year end. There are number of other brokerage services that are higher than that up to 16% and it seems though the market has probably gotten a little bit worse since your Investor Day. That’s almost two months ago. If you used, what is the updated expectation that you’re using for market wide vacancy levels by year end or into 2010 and how does that impact your expectation to achieve 10% mark-to-market on new rents for this year?

Well, what I said earlier, which I think is consistent with what you just said is that market may be around somewhere 8 to 9, maybe even 8 to 10 looking out some period of time now and that could rise to 12 or 12 plus and I think that’s where our current thinking is. There are some people who may be, think that will be worse than that, may be there is some that, things to be better than that. But I think that everybody is pricing in the negative news, there is no positive news priced into that. And I do think that ultimately the announcements exceed the actuality in terms of what space will be delivered. And so I think, as we sit here today we are still in single digits, that will go to double digits we think by the end of the year. We don’t think that’s going to make a dramatic difference in rents today. I think the rents you are seeing today are already reflective of that expectation. And when you said earlier, the mortgages have gotten worse, I don’t think so. I think it’s just playing out as we envisioned it. I am not sure that it’s worse than we envisioned it. What we are envisioning is more and more space coming to market, and I think you are seeing that play out, I wouldn’t say that our sentiment today is worse than it was 50 or 60 days ago. I think that we will be able to achieve our mark-to-market, because we are getting leases done right now and as you know people have a strong preference to deal direct as appose to sublet. Sublet is not necessarily on the market as forcefully as tenants who are looking to move into new space needed in terms of contiguous available space with concessions and with options and term for some of the bigger tenants and I think that the leasing is a lot tougher. Right now, I would say it’s not tougher than it was back in ’01 or ’02; it was tough then. We expect it will get tougher, even the math, but not yet. And I think that, may be 2010 is where you will experience more of that rental decline and vacancy increase. But we think through ’09, the numbers we gave out previously in terms of expected occupancy and average mark-to-market throughout the year and vacancy levels, we think those are in the right ballpark. Brendan Maiorana - Wachovia: Thank you for that.

Let me just add some Marc’s comments because I think it will be useful to give people a little bit of color in understanding to how some of this stats come out. As everybody throws around the current vacancy, and too frequently people confuse that with what’s called the availability rate in the market, and depending on which brokerage firm you are talking to, both numbers are thrown around. To understand the market right now, the current vacancy is between sublease and direct space that’s vacant. In midtown, it’s about 9% in total. By contrast, the availability rate, and what’s that availability means is space that is yet to become vacant but has been marketed and depending on whose sketch you are looking at is anywhere from space available in the next 6 to all the way out 18 months. And that number right now by most accounts is somewhere between 11% and 12% available space that’s been marketed. Some of ad space maybe converted over to spaces that are renewed by those tenants but I think it’s useful to differentiate between availability and vacancy. And as far as meeting the mark-to-market, couple things, in the availability rate right now 70% of the space that’s on the market through the availability rate is for space that’s 50,000 square feet or larger. And if look at our portfolio, the number of spaces that we are really dealing with that are that size, this is really a handful of spaces spread around throughout 24 million square feet. That’s really testament to the fact that over the last year, year and half, we were very vigilant just trying to renew a lot of our big tenants that were rolling between 2009 and 2010. That last point is just to drive home where rates have declined, and fairly they have declined over a period of time, 12 months, we were way ahead of the market as far as dropping our rents and have continued to do so. So I think we've really taken the lead as far as the market goes, as far as adjusting or asking rents, and therefore are expected taking rents. And that too has served us well as far as being able to keep the portfolio full. Brendan Maiorana - Wachovia: Thank you. Can you, may be you can't really do this because it’s your portfolio, but give a sensitivity of if vacancy moves either to the plus side or the down side by 100 or 200 basis points, what that might mean for your portfolio in terms of rental rate achievement growth?

I think it's impossible to quantify because it's so specific as to which submarkets and then what size space and therefore which building. The impact of available space coming in on Gra Mar Building versus available space in at 1350 Avenue of the Americas could be widely the different. In that case, it could how big a piece of space; is it built; is it not built; is it big; is it small? So I think it's virtually impossible for anybody to give you a clear answer. Brendan Maiorana - Wachovia: Okay. Thank you.

Your next question comes from the line of Ian Weissman from Merrill Lynch. Please proceed. Ian Weissman - Merrill Lynch: Yes, good afternoon. Just two questions. You talked about taking impairments for your structured finance business outside of New York. If we think about some of these loans like on Tarrytown Ownership retail components, 666, I mean, what would be the trigger points for you to consider impairing these loans?

Andrew, do you want to take those, you are closest to.

Sure, I think we monitor all the positions carefully and Tarrytown Ownership has indicated publicly that they intend to contribute additional equity to the project. And if that situation changes obviously that’d be good reason to take a closer look there but we track property performance and sort of sponsor this attitude and what the public will say about their investments. You know certainly 666, an investment we made last summer, is one we still feel very comfortable with. The bulk of the investment decision that was made around the lease with Abercrombie & Fitch which was executed, so most of the speculative lease-up component of that investment is completed. There is some additional leasing to do with property, but I think we’re still very comfortable with our bases in that property, but we evaluate each of the investments quarterly and try and project where current values and current market metrics are in each of these different markets and where impairments call for. Ian Weissman - Merrill Lynch: Okay.

Ian, that’s one of the reasons why we have the drop down in a range of guidance. Ian Weissman - Merrill Lynch: Right

So we continue to evaluate how sponsors are going to behave, what’s happening with the values, that you could see some additional reserves if we go into 2009. Ian Weissman - Merrill Lynch: Okay. This might be another question for Andy. You guys in the past have been known to test the market for asset sales. Clearly, it’s not the environment for that, but there was a recent press article which talked about potential deal on 485 Lexington, I would say a pretty healthy number. Can you just talk about that asset in particular or are there other assets that you think you could test the market in ‘09 and so?

Sure, sure. We are looking carefully at the portfolio. And obviously assets that have relatively healthy amounts in place asset level leverage are most attractive candidates for sale. In the case of 485, Lexington we put on new ten-year fix rate financing in the beginning of 2007, still see a significant term left on that financing. I think we are constantly in discussions with different market participants, both on JV, on a sale basis on the different assets. And it's really just a question of when a buyer is of like mind with as the seller, we have not there yet on 485 or some of the other assets that we are talking about. But those are certainly the assets; we are focusing on this market environment, although that has highest levels of in place asset level financing, because going and getting new financing so difficult for buyers unless the sellers providing. Ian Weissman - Merrill Lynch: I mean the article suggested that this asset could achieve 600 bucks of food. I mean, is there a market for asset to this probably $600 for the New York City of today?

I have to tell, because nothing is traded. We have very high quality assets with a high quality tenant roster and a great, very in the money, in place first mortgage, but we would fetch those kinds of numbers. Ian Weissman - Merrill Lynch: Okay. Thank you very much.

Sure.

Your next question comes from the line of Jordan Sadler from KeyBanc Capital Markets. Please proceed, sir. Jordan Sadler - KeyBanc Capital Markets: Thank you. I had a question regarding the G&A, I think Greg you went over it quickly. I didn't get all the detail there, but may be Marc, could you just give us a little bit of color. I don't know if the decision was joint or several, but the decision of management team members was to relinquish or cancel some of the options that were granted.

Well, it was a decision that everybody thought made sense given they were so far out of the money, as we sit today. They were a very significant expense on earnings and people were willing inclusive of myself, all the executive management teams, Steve, Andrew, Greg and others, just turn the back with the recognition that they may or may not be worth something in the next 8, 9 or 10 years because those are typically 10 year options. But again the cost to the company was so severe for something that as it said today was so far at the money that as part of looking at year end and looking at establishing a new run rate MG&A for ‘09 and beyond. We thought it make sense to just turn those back and rather than do I think what some other companies are either doing or looking at exchanging, buying back, re-pricing, we’re doing anything as a like, we thought it was easiest to just keep it simple, hand them back to the company really reflective of at least what current value seemed to be and just keep going from there. And I think the company will experience a big benefit from that part of the G&A savings is from that non-cash options in OPP that have been turned back and I think that was inflating our MG&A to levels that people on the street were interpreting to be out of whack and I think when you look at it, it was because our stock price had risen so much, we were a little bit of victim of our own success. The more our stock price rose, the higher MG&A went in a non-cash sense and in the accounting sense. And as a result, when the price came all the way back down, we didn’t get that same relief on issued options and we thought that turning back made sense. So, that’s the rational behind them. Jordan Sadler - KeyBanc Capital Markets: So, was this like did everybody follow yours and Steve’s lead over the sort of a mandatory decision. None of the options…..

No. It was purely voluntary. In other words, there was no mandate. I talked to people, I gave them the choice to do it or not do it. It was only done at with a small percentage of the firm, but where many of the options were held. And people I think universally didn’t blink an eye. They saw the merit in it and did it, but it was not mandatory in that course. Jordan Sadler - KeyBanc Capital Markets: Greg do you maybe, what’s the accounting on that. I don’t understand why there'd be an expense if you are reversing an option that you have already.

They are two separate exercises. So, what required to do on both the OPP plan and the options is when those are issued there is a differed cost that set up its amortized over the investing period. So, when those become cancelled unfortunately that costs even though obviously concluded non-cash doesn’t go away all of those differed unamortized costs need to be immediately expensed, which is what we did during the quarter and that’s the $18 million that you saw come through. The offsetting that was through 930 both Green and Gramercy, we had accrued and send the compensation to a certain level in anticipation of where we might end up for the year. Those accruals through 930 turned out to be higher than it was necessary given based upon really actual bonuses ended up. So, you had some of those reversing or offsetting that $80 million charge, which is why if you look at our reconciliation table, we have kind of a net at those two or roughly $12 million that were heading back as recurring G&A related. Jordan Sadler - KeyBanc Capital Markets: And it’s perfect. My follow-up is just on the repurchases you did in 2009, I know you said it’s $86 million. How are those split between the 2010s and 2012s?

You have to wait until next quarter to say, because it creates competition for the repurchase of those. So we will disclose at the end of the first quarter. Jordan Sadler - KeyBanc Capital Markets: Could you talk about given, the focus on maintaining liquidity, the soft process behind retiring some or actually going after some of the 2012s given sort of the maturities you get?

It’s sort of circular, Jordon, you are retaining liquidity to pay off recourse indebtedness to some extent. So using liquidity to pay off recourse indebtedness particularly at discounts and pretty attractive prices, Is not something we look at as depleting our liquidity. It’s what the liquidity is there for us now. At least the way we look at it, others may differ and choose into other things with their liquidity. But what I went through earlier today was the various steps we are taking and various significant steps we are taking with dividend, MG&A, and capital, all oriented towards embellishing what’s already a pretty sizeable cash balance for the near-term retirement recourse debts. So, it is using liquidity but it’s using liquidity for what it has to be used for a repack and that’s just our philosophy. Others may differ with us but that’s how we do it. Jordan Sadler - KeyBanc Capital Markets: Now that makes sense.

Okay. Jordan Sadler - KeyBanc Capital Markets: Thank you.

Thank you.

Your next question comes from the line of John Guinee from Stifel Nicolaus. Please proceed. John Guinee - Stifel Nicolaus: John Guinee here. Very nice job gentlemen. Three questions squeezed into two. One, should we expect, going forward, to see debt gains to be offset by impairment charges for the structure finance portfolio? And then, is there an earnest money deposit on 55 Corporate Drive, and is that a 100% assured of closing? And then Andrew, what's the status to the best of your knowledge on 1540 Broadway pricing buyer, valuation metrics etcetera?

Andrew, why don’t you hit those two first on 55, and I don’t know what you can and can't say about 1540.

Sure. 55 Corporate, we do have a non-refundable earnest money deposit and that closing is preceding a pace, obviously complicated by the fact that it’s a securitized mortgage and it’s a servicer. So those approvals can be laborious. But we expect to complete that sale and certainly in the first quarter. On 1540, there’s been nothing sort of official in the market. There is been a bunch of articles with speculation. We do, we know at the rumored price of $375 million or so on our numbers that would represent to 5.5% going in cap rate. There is some significant vacancy that asset has had a quite bit of vacancy for a long period of time. If you lease up the vacancy, you probably stabilizing between 7% and 8%. I think the buyer there is likely modeling exit cap rates in the 6%, 6.5% range in order to make sort of the mid-teens IRRs that buy after are supposedly expecting today. So, clearly if the sale happens, the headline per foot is deceptive. It’s an office condo. There is no retail. The retail was sold to a different company. There is a significant amount of vacancy, a 193,000 square feet. So, the basis per foot going in, is going to increase substantially is that vacant space is leased and there is no retail associated with it and we would call it, we would be encouraged to see somebody purchase it on this basis and we modeling those, those kind of exit cap rates in order to make their anticipated investment returns. John Guinee - Stifel Nicolaus: Great and Greg.

The gains on the bonds and reserves on the structured book are not tied at all nor could they be. I mean if you look at the guidance, we did say in the Investors Day presentation that there are reserves, net of promotes and gains, so there is certainly was a contemplation and it’s a contemplation that you would see some bond gains and possibly some miscellaneous promotes and those would be offset or maybe offset in part by additional reserves, but the two are certainly are not tied together. John Guinee - Stifel Nicolaus: Great, thank you.

Thanks.

Your next question comes from the line of Vincent Charles from Deutsche Bank. Please proceed. Vincent Charles - Deutsche Bank: Hi. Just a question on the structured finance portfolio, I'm trying to understand in terms of the repayments or the maturity that are doing due in ‘09. What your expectations are around those maturities and do you expect any repayments to result from those?

Yes, and I think, certainly we do expect some repayments, many of the maturities are initial maturities with extension options. In that case, we will fully expect borrowers to avail themselves of their extension options. And, as far as the final maturities that occur, we will carefully evaluate those on a case-by-case basis. And where we feel, either the sponsor is willing to invest additional capital to sort of reinforce his equity interest in the asset; we may evaluate extending our positions. And if they are not, then we may ask to be taken out. We have done both with maturating positions, thus far.

Just to elaborate on that, so I’ve got the sheet in front of me here, Vincent. As Andrew said, whether it's paid off or restructuring extended is a function of sometimes how, and of what posture we want to take to a particular situation. I would say, I would hope at a minimum that most of what comes do this year. We would be in a position to restructure an extent. So, you may not see payoffs. You may see paydowns. You may see enhanced terms. You may see a 123456, looks like that eight or nine or so, potentials. You may be you will see one or two payoffs, but I think you are much more likely to see either as of right extensions as Andrew alluded to.

Yes. Many of those nine are as of right extensions.

Many of as of right, but even if they are not as of right, you may see extensions with pay downs and kicked up rates and you may see a couple of payrolls. So, I think in terms of forecasting liquidity from a bad batch of this year's maturities, whether it will be initial or final maturity, I would think about it in those terms. Vincent Charles - Deutsche Bank: Okay. Can you just give us a sense of this? It looked like maybe 175 maturing in ’09, what percent of that has got our first maturity versus final?

What percent our initial maturities? Vincent Charles - Deutsche Bank: Yes, exactly.

You know what; I think that one we’d have to call you back on because we’d have to go through each one. The sheet I’m looking at doesn’t make that extension, so. Vincent Charles - Deutsche Bank: Okay. On the 68 million that’s held for sale at the moment, can you give some color on what sort of the status of those sales, are they just initially starting or you close to?

It’s across the board. We did a significant amount of marketing and for all which resulted in the close sales which we disclosed today and there are other sales where we’d like to identify buyers and then when we close in process. Many of our investments sit behind securitized loans or as I mentioned in 55 Corporate does involve the sort of the first mortgage, approving the transfer as well and then a lot of, we’re initiating new conversations, additional assets which moved out for sale this quarter. Vincent Charles - Deutsche Bank: Okay. Is that a continuous process? Could that go up from 68 million or have you looked through the portfolio and that’s kind of what you’re looking to do this year?

No, I think it definitely could go up just based on asset level developments, borrower level developments, a lot of different factors. But as I said, we’re evaluating all our positions, debt and equity sort of continuously and trying to find pockets of opportunity out there.

Your next question comes from the line of Michael Bilerman from Citi. Please proceed. Michael Bilerman - Citi: Hi, good afternoon. Marc you talked a little bit about the proactive leasing you have done over the years to narrow down this year’s maturity you said just under 1 million square feet. You talked a little bit about how you expect to have a very high renewal rate. Can you talk about the confidence that led you to that decision in terms of tenants being brought to some of the sublease space, with some direct vacancy, and then perhaps some of the tenant failures going on but also may be these tenants I want to take reduce their square footage? So, renewing but at a lower number just as you sort of look at that 1 million square feet this year.

Well, I think the confidence in the ability to renew is simply one I think they will be satisfied, two will be to meet the market, and three it’s expensive to move and a lot of tenants today don’t want to incur the cost to move in, they are landlords today who can’t really afford to be too aggressively bring in the tenants. So, because of that, they were I think I mentioned this in December they were tenants who originally we thought were going to move, consolidate the other space, may be even other Green buildings, many of them came back to us and just said what rent do I have to pay to stay put. And we are seeing more and more of that. Your point about could that be consolidating is absolutely right. So the renewal rate for a tenant may be high that doesn’t mean we are going to be able to renew in every case the entire footage, but also it’s not only so simple to take smaller space which many of our tenants by number are smaller space tenants. Steve stated earlier that we don’t have more than a handful of 50,000 foot and over maturities this year. So, we may be dealing with a lot of 510, 15,000 square foot spaces and we are not really always able to or desires of subdividing ad space. We may encourage a tenant to renew all the space and then look to sublet that portion which it doesn’t need or the tenant will make to with the existing condition, but you are right we could be renewing for less in those instances. So the confidence factor there if I sound over the confident because it's hand-to-hand combat, you know that. But the confidence is, we are getting good results, the good results give you a level of confidence and two we have what I think are the right elements that are necessary to retain tenants. Now there are times that just can happen that tenants go out of business or move out of the city. That’s unavoidable. But we don’t expect to lose many tenants to other competing realtors. Michael Bilerman - Citi: And just going back to the cancellation of the options and Marc over the years you have expressed a desire to pay people and retain talent and that’s important to have those plans and to have those compensation levels. And I can understand why these things were so far out of the money it was a huge drag on reported earnings of some of the rationale of just giving them up. Can you talk about the other side of it of how you talk with the Board and how you talk with your management team about potential new plans that you’re thinking about instituting and how you are thinking of awarding from here and out.

Well, there is no change in philosophy if that’s what you are asking. I mean, we put OPP programs into place, the first one might have been ‘03 and I think we did ‘05 and ‘06. We elected not to put anything in place in ‘07 and ’08. And the original intention was once per year, once every other year because they rolled ironically the ‘03 deal was still in the vesting period and whole management team, who was part of that ‘03 program that was a seven year deal. So, that’s not even fully vested. That fully vest I guess next year in ’10. 05 is in vesting period and the ‘06 plan has retired. Well, I guess its still technically, it will retire presumably [values] and many of those interest it can turn back. So, I’d think that having people motivated primarily by the upside was what enabled me to amass the talent team that I have and put together, what I still believe today is the best New York City platform. It’s the biggest by size, I think its best by product and that’s why we regarded by people in this market, tenants, brokers as an exceptional team. So, a big part of that program was equity incentives on the upside, everyone including myself has now been formally and thoroughly introduced to equity participation on the downside, which is just a fact of life, is what our shareholders are experience, is what we as employees have experienced. But clearly a motivating factor in looking out over the next two, three, five years is the notion that if we do things right, that we'll able to participate in equity on the upside. And looking out in time OPP, options and restricted stock are always a part of compensation packages, they are just in these days at levels reflective of today's return to shareholders as opposed to where it was, when we were at very high prices. So, I don’t think, philosophically, we get at it at the same way. The amounts were different, but I think the equity incentives are what keep morale and people motivated and hopefully the team together for the next three or five years. Are there any other questions or follow-up?

Your next question comes from the line of Sloan Bohlen from Goldman Sachs. Please proceed.

Hi. Just one quick one for Greg and Andrew. I’m thinking about write-downs and structured finance portfolio going forward. I think Greg, you mentioned that the debt yield on the portfolios around a low 6% last quarter. And likely that was lower because of lease-up in lot of the assets that the loans were on. Were those the types of situations that you’re writing down or was it mostly just non-New York versus New York assets? - Goldman Sachs: Hi. Just one quick one for Greg and Andrew. I’m thinking about write-downs and structured finance portfolio going forward. I think Greg, you mentioned that the debt yield on the portfolios around a low 6% last quarter. And likely that was lower because of lease-up in lot of the assets that the loans were on. Were those the types of situations that you’re writing down or was it mostly just non-New York versus New York assets?

It was certainly focused on non-New York assets where we see the most value diminution and the asset types, the lease-up has not occurred the way it has and New York asset has projected and the markets are significantly softer than New York’s market, so that’s how I would summarize it, Greg.

Yes, I don’t think that those numbers have changed dramatically as a result of the reserves and/or dispositions. We obviously moved some of the more liquid positions. And as we have said a couple of times focused heavily on reserving on some outside of New York is naturally, and those were assets that don’t form the category stuff that we would be interested in owning which is a very different exercise when we look at the New York portfolio.

Okay. Thanks. - Goldman Sachs: Okay. Thanks.

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