Exhibit
10.47   GRAMERCY CAPITAL CORP. 2004 EQUITY
INCENTIVE PLAN PHANTOM SHARE
AWARD AGREEMENT   AGREEMENT by and between Gramercy Capital Corp., a
Maryland corporation (the Company) and           
(the Grantee), dated as of the    st day of
              ,
200   .  WHEREAS, the Company maintains the Gramercy Capital
Corp. 2004 Equity Incentive Plan, as it may be 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, under the Plan, the Company maintains the
Gramercy Capital Corp. Directors Deferral Program, as it may be amended from
time to time (the Program);  WHEREAS, the Grantee is Director of the Company; and  WHEREAS, the Board has determined with respect to
the compensation package of each Director for 200_ that one of the restricted
equity components of such compensation shall be an award of
           Shares vesting
over three years, and the Grantee has heretofore elected under the Plan and the
Program to receive such award in the form of Phantom Shares;  NOW, THEREFORE, IT IS
HEREBY AGREED AS FOLLOWS:  1.Grant
of Phantom Shares. The Company hereby grants the Grantee
           Phantom
Shares.  The Phantom Shares are subject
to the terms and conditions of this Agreement, and are also subject to the
provisions of the Plan.  The Plan and the
Program are hereby incorporated herein by reference as though set forth herein
in their entirety.  2.Vesting.  The
Phantom Shares shall be subject to the following:  (a)The Phantom Shares shall vest, except as
provided herein, if and as service as a Director continues, pursuant to the
following schedule:  Number of Phantom Shares
  
  Vesting Date,
  200,
  200,
  200
  (b)In addition to the foregoing, the Phantom
Shares shall fully vest in the event that (i) the Grantee is not nominated for re-election as a Director upon
expiration of the term of his service as a Director, other than on account of
Cause, (ii) the Grantee is nominated for re-election but is not
re-elected, other than on account of Cause, (iii) the Grantees services
as a Board member are terminated by the Company for any reason, other than on
account of Cause, or (iv) there is a Change in Control during the Grantees
term of service as a Director.  (c)Upon Termination of
Service, all Phantom Shares which have not vested prior to or concurrently with
such Termination of Service shall thereupon, and with no further action, be
forfeited by the Grantee.


[3.Dividend Equivalent Rights.  A Dividend Equivalent Right is hereby
granted to the Grantee, consisting of the right to receive, with respect to
each Phantom Share, cash in an amount equal to the cash dividend distributions
paid in the ordinary course on a Share to the Companys common shareholders
(each, a Dividend Payment), as set forth below.  For each Phantom Share then outstanding,
whether or not then vested, if a cash dividend is payable in the ordinary
course on a Share, the Company shall make a payment to the Grantee in an amount
equal to the applicable Dividend Payment, on or about the date of the Dividend
Payment; provided that the Grantee may elect, in accordance with such
procedures as may be prescribed by the Board, to receive, in lieu of such
Dividend Payment, a number of additional Phantom Shares equal to (x) the
otherwise payable Dividend Payment, divided by (y) the Fair Market Value
of a Share on the date of the Dividend Payment.]  4.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 Board 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 Board may
interpret this Agreement, with such interpretations to be conclusive and
binding on all persons and otherwise accorded the maximum deference permitted
by law.   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 Board shall be final and binding
upon all persons.  (c)All notices hereunder shall be in
writing, and if to the Company, 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 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 4(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 service of the Company or its
Subsidiaries or interfere in any way with the right of the Company or its
Subsidiaries and its shareholders to terminate the Grantees service at any
time.  (f)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.     2


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:[                                           ]       3