Exhibit
10.45  GRAMERCY CAPITAL
CORP. 2004 EQUITY
INCENTIVE PLAN RESTRICTED STOCK
AWARD AGREEMENT   AGREEMENT by and between Gramercy Capital Corp., a
Maryland corporation (the Company) and
[                ]
(the Grantee), dated as of the [      ] day of
[          ],
200   .  WHEREAS, the Company maintains the Gramercy Capital
Corp. 2004 Equity Incentive Plan (as amended from time to time, the Plan)
(capitalized terms used but not defined herein shall have the respective
meanings ascribed thereto by the Plan);  WHEREAS, the Grantee is a
[                                                                          ]
[insert employment/service role];
and  WHEREAS, the Committee has determined that it is in
the best interests of the Company and its shareholders to grant restricted
stock to the Grantee subject to the terms and conditions set forth below.  NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:  1.Grant
of Restricted Stock.  The Company hereby grants the Grantee
[          ] restricted
shares of Common Stock of the Company (the Restricted Stock).  The Restricted Stock is subject to the terms
and conditions of this Agreement, and is also subject to the provisions of the
Plan.  The Plan is hereby incorporated
herein by reference as though set forth herein in its entirety.  2.Restrictions
and Conditions.  The Restricted Stock shall be subject to the following
restrictions and conditions:  The period of forfeiture with respect to the shares of
Restricted Stock (the Restriction Period) shall begin on the date hereof and
lapse as follows:  Date Restriction Lapses
  
  Number of Shares[     ]
  
  [     ][     ]
  
  [     ][     ]
  
  [     ]
  Subject to the
provisions of the Plan and this Agreement, during the Restriction Period,
except as may otherwise be permitted by the Committee (after consideration of,
among other things, any applicable securities and tax considerations) in
connection with the Grantees trust or estate planning, the Grantee shall not
be permitted voluntarily or involuntarily to assign, transfer, or otherwise
encumber or dispose of shares of Restricted Stock awarded under the Plan.  3.Miscellaneous.  (a)THIS AGREEMENT SHALL BE GOVERNED
BY THE LAWS OF THE STATE OF MARYLAND, WITHOUT REFERENCE TO PRINCIPLES OF
CONFLICT OF LAWS.  The captions of this Agreement are not part
of the


provisions hereof
and shall have no force or effect.  This
Agreement may not be amended or modified except by a written agreement executed
by the parties hereto or their respective successors and legal representatives.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement.  (b)The Committee may make such rules and
regulations and establish such procedures for the administration of this
Agreement as it deems appropriate. 
Without limiting the generality of the foregoing, the Committee may
interpret this Agreement, with such interpretations to be conclusive and binding
on all persons and otherwise accorded the maximum deference permitted by law, provided that the Committees interpretation
shall not be entitled to deference on and after a Change in Control except to
the extent that such interpretations are made exclusively by members of the
Committee who are individuals who served as Committee members before the Change
in Control.  In the event of any
dispute or disagreement as to the interpretation of this Agreement or of any
rule, regulation or procedure, or as to any question, right or obligation
arising from or related to this Agreement, the decision of the Committee shall
be final and binding upon all persons.  (c)All notices hereunder shall be in
writing, and if to the Company or the Committee, shall be delivered to the
Board or mailed to its principal office, addressed to the attention of the
Board; and if to the Grantee, shall be delivered personally, sent by email or
facsimile transmission or mailed to the Grantee at the address appearing in the
records of the Company.  Such addresses
may be changed at any time by written notice to the other party given in
accordance with this paragraph 3(c).  (d)The failure of the Grantee or the Company
to insist upon strict compliance with any provision of this Agreement or the
Plan, or to assert any right the Grantee or the Company, respectively, may have
under this Agreement or the Plan, shall not be deemed to be a waiver of such
provision or right or any other provision or right of this Agreement or the
Plan.  (e)Nothing in this Agreement shall confer on
the Grantee any right to continue in the employ of the Company or its
Subsidiaries or interfere in any way with the right of the Company or its
Subsidiaries to terminate the Grantees employment at any time.  (f)It is acknowledged, agreed and understood
that the grant made hereby is made to GKK Manager LLC in consideration of
services rendered thereby, and in turn made by GKK Manager LLC in consideration
of the services rendered by the Grantee. 
For purposes of the provisions in
paragraphs 2 and 3(e) above relating to employment with the Company (and
the termination thereof), Company, as the context so requires, shall include
GKK Manager LLC, SL Green Realty Corp., and their affiliates, to the extent
that the Grantee is a provider of services to such entities.  2


(g)This Agreement contains the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior agreements, written or oral, with respect thereto.     3


IN WITNESS WHEREOF, the Company and the Grantee have executed this
Agreement as of the day and year first above written.  GRAMERCY CAPITAL CORP.By:Name:Title:[Grantees Name]       4