<Page>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

         |X|      Annual Report Pursuant To Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                   For the fiscal year ended December 31, 2001

     | | Transition Report Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

                        Commission File Number: 333-57103

                             MACK-CALI REALTY, L.P.
        ----------------------------------------------------------------
             (Exact Name of Registrant as specified in its charter)

                        DELAWARE                     22-3315804
            ----------------------------------------------------------
               (State or other jurisdiction of     (IRS Employer
                incorporation or organization)    Identification No.)

               11 COMMERCE DRIVE, CRANFORD, NEW JERSEY 07016-3599
               --------------------------------------------------
               (Address of principal executive offices) (Zip code)

                                 (908) 272-8000
                             ----------------------
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:
      (Title of Each Class)   (Name of Each Exchange on Which Registered)

           Securities registered pursuant to Section 12(g) of the Act:

                                      None

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes |X| No |_|

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |X|


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                             MACK-CALI REALTY, L.P.
                               AMENDMENT NO. 1 TO
                           ANNUAL REPORT ON FORM 10-K
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

         Mack-Cali Realty, L.P. (together with its subsidiaries, the
"Registrant" or the "Operating Partnership") hereby amends and restates in its
entirety the following items of its Annual Report on Form 10-K for the fiscal
year ended December 31, 2001, as set forth in the pages attached hereto:

1.       ITEM 10 IS HEREBY AMENDED AND RESTATED AS FOLLOWS:

DIRECTORS AND EXECUTIVE OFFICERS

         The Operating Partnership does not have any directors or executive
officers. Set forth below is certain information as of March 15, 2002 for (i)
the members of the Board of Directors of Mack-Cali Realty Corporation (the
"Corporation"), (ii) the executive officers of the Corporation and (iii) the
directors and executive officers of the Corporation as a group:

<Table>
<Caption>
                                                                                                             PERCENT OF
                                                                                                              SHARES
                                                                                           PERCENT OF       OUTSTANDING
                                                                                             SHARES      (CALCULATED ON A
                                               FIRST        TERM           NUMBER OF      OUTSTANDING     FULLY-DILUTED
NAME AND POSITION                     AGE     ELECTED      EXPIRES        SHARES (1)(2)      (%)(3)        BASIS)(%)(4)
-----------------                     ---     -------      -------        -------------   -----------    ----------------
<S>    <C>                             <C>      <C>          <C>          <C>                   <C>              <C>
William L. Mack, Chairman of the
  Board(5)..........................   62       1997         2002         4,473,701(9)          7.27             5.85
John J. Cali, Chairman Emeritus.....   83       1994         2003          478,689(10)             *                *
Mitchell E. Hersh, Chief Executive
  Officer and Director (5)..........   51       1997         2003          563,900(11)             *                *
Timothy M. Jones, President.........   46         --           --          451,575(12)             *                *
Barry Lefkowitz, Executive Vice
  President and Chief Financial
   Officer..........................   39         --           --          168,587(13)             *                *
Roger W. Thomas, Executive Vice
  President, General Counsel and
  Secretary.........................   44         --           --          165,798(14)             *                *
Michael A. Grossman, Executive Vice
  President.........................   40         --           --           91,232(15)             *                *
Brendan T. Byrne, Director (7)......   77       1994         2004          25,600 (16)             *                *
John R. Cali, Director (5)..........   54       2000         2003          353,106(17)             *                *
Nathan Gantcher, Director (5)(6)(7)    61       1999         2002           40,000(18)             *                *
Martin D. Gruss, Director (8).......   59       1997         2004           38,000(19)             *                *
Earle I. Mack, Director.............   65       1997         2002        2,689,917(20)          4.50             3.52
Alan G. Philibosian, Director (6)(8)   48       1997         2002           23,500(21)             *                *
Irvin D. Reid, Director (7).........   61       1994         2003           18,000(22)             *                *
Vincent Tese, Director (6)(8).......   59       1997         2004           40,000(23)             *                *
Robert F. Weinberg, Director (27)      73       1997         2003          536,532(24)             *                *
Roy J. Zuckerberg, Director (5)(7)     65       1999         2004           35,000(25)             *                *
All directors and executive
  officers as a group...............                                    10,193,137(26)         15.24            13.34
                                                                        ==========             =====            =====
</Table>


-----------

* Beneficial Ownership of less than 1.0% is omitted.



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(1)      The limited partners of the Operating Partnership share with the
         Corporation, as general partner, in the net income or loss and any
         distributions of the Operating Partnership. Pursuant to the partnership
         agreement of the Operating Partnership, common Units are redeemable
         into shares of Common Stock on a one-for-one basis.

(2)      Except as otherwise noted below, all shares of Common Stock, common
         Units, preferred Units (as converted into common Units), vested
         options, vested warrants and all restricted stock are owned
         beneficially by the individual listed with sole voting and/or
         investment power.

(3)      Assumes redemption or conversion of only the Units in the Operating
         Partnership and Unit Warrants beneficially owned by such owner into
         shares of Common Stock (disregarding any waiting periods before such
         redemption is legally permitted) and the exercise of vested options,
         vested warrants and all restricted stock held only by such owner.

(4)      Assumes redemption or conversion of all outstanding Units in the
         Operating Partnership and Unit Warrants into shares of Common Stock
         (disregarding any waiting periods before such redemption is legally
         permitted) and the exercise of all vested options, vested warrants and
         all restricted stock.

(5)      Member of the Executive Committee of the Board of Directors.

(6)      Member of the Nominating Committee of the Board of Directors.

(7)      Member of the Audit Committee of the Board of Directors.

(8)      Member of the Executive Compensation and Option Committee of the Board
         of Directors.

(9)      Includes 2,846,787 shares of Common Stock that may be issued upon the
         redemption of all of William L. Mack's limited partnership interests in
         the Operating Partnership (433,368 of which result from the exercise of
         Unit Warrants), 212,078 shares of Common Stock that may be issued upon
         the redemption of all of the limited partnership interests in the
         Operating Partnership held by members of William L. Mack's immediate
         family and trusts of which he is a trustee (32,518 of which result from
         the exercise of Unit Warrants) and vested options to purchase 18,000
         shares of Common Stock. Also includes 983,699 shares of Common Stock
         that may be issued upon the redemption of all of the limited
         partnership interests in the Operating Partnership (149,930 of which
         result from the exercise of Unit Warrants) held by trusts of which Mr.
         Mack or his wife is a trustee, of which Mr. Mack disclaims beneficial
         ownership. Also includes 413,137 shares of Common Stock that may be
         issued upon the redemption of all of the limited partnership interests
         in the Operating Partnership (63,334 of which results from the exercise
         of Unit Warrants) held by a partnership to which Mr. Mack possesses
         sole or shared dispositive or voting power.

(10)     Includes 290,561 shares of Common Stock that may be issued upon the
         redemption of all of John J. Cali's limited partnership interests in
         the Operating Partnership and 123,408 shares of Common Stock that may
         be issued upon the redemption of all of the limited partnership
         interests in the Operating Partnership held by members of John J.
         Cali's immediate family and trusts of which he is a trustee. Also
         includes vested options to purchase 63,569 shares of Common Stock.

(11)     Includes 121,424 shares of Common Stock that may be issued upon the
         redemption of all of Mitchell E. Hersh's limited partnership interests
         in the Operating Partnership. Also includes vested warrants to purchase
         339,976 shares of Common Stock and vested options to purchase 40,000
         shares of Common Stock.



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(12)     Includes 102,280 shares of Common Stock that may be issued upon the
         redemption of all of Timothy M. Jones' limited partnership interests in
         the Operating Partnership. Also includes vested warrants to purchase
         170,000 shares of Common Stock and vested options to purchase 141,295
         shares of Common Stock.

(13)     Includes vested options to purchase 117,137 shares of Common Stock.

(14)     Includes vested options to purchase 117,137 shares of Common Stock.

(15)     Includes vested warrants to purchase 20,000 shares of Common Stock and
         vested options to purchase 59,832 shares of Common Stock.

(16)     Includes vested options to purchase 25,000 shares of Common Stock.

(17)     Includes 164,225 shares of Common Stock that may be issued upon the
         redemption of all of John R. Cali's limited partnership interests in
         the Operating Partnership. Also includes vested options to purchase
         110,295 shares of Common Stock.

(18)     Includes vested options to purchase 10,000 shares of Common Stock. Also
         includes 5,000 shares of Common Stock held by a partnership and 5,000
         shares of Common Stock held by a foundation, to which Mr. Gantcher
         possesses sole or shared dispositive or voting power.

(19)     Includes 20,000 shares of Common Stock held by trusts of which Mr.
         Gruss is a trustee. Also includes vested options to purchase 18,000
         shares of Common Stock.

(20)     Includes 2,459,811 shares of Common Stock that may be issued upon the
         redemption of all of Earle I. Mack's limited partnership interests in
         the Operating Partnership (377,678 of which result from the exercise of
         Unit Warrants) and 212,106 shares of Common Stock that may be issued
         upon the redemption of all of the limited partnership interests in the
         Operating Partnership held by members of Earle I. Mack's immediate
         family and trusts of which he is a trustee (32,517 of which result from
         the exercise of Unit Warrants). Also includes vested options to
         purchase 18,000 shares of Common Stock.

(21)     Includes 500 shares of Common Stock owned by Mr. Philibosian's family
         of which Mr. Philibosian disclaims beneficial ownership. Also includes
         vested options to purchase 23,000 shares of Common Stock.

(22)     Includes vested options to purchase  18,000 shares of Common Stock.

(23)     Includes vested options to purchase 18,000 shares of Common Stock.

(24)     Includes 521,532 shares of Common Stock that may be issued upon the
         redemption of all of Mr. Weinberg's limited partnership interests in
         the Operating Partnership. Also includes vested options to
         purchase 15,000 shares of Common Stock.

(25)     Includes vested options to purchase 10,000 shares of Common Stock.

(26)     Includes all restricted stock, whether vested or unvested, together
         with 5,695,574 shares of Common Stock that may be issued upon the
         redemption of all of the executive officers' and directors' limited
         partnership interests in the Operating Partnership. Includes 1,666,129
         shares of Common Stock that



                                       3
<Page>

         may be issued upon the conversion and/or redemption of all of the
         limited partnership interests in the Operating Partnership held by
         members of the directors' and executive officers' immediate families,
         trusts of which they or their wives are trustees or entities over which
         they possess sole or shared dispositive or voting power. Also includes
         vested options to purchase 822,265 shares of Common Stock, vested
         warrants to purchase 529,976 shares of Common Stock and vested Unit
         Warrants to purchase 1,089,345 shares of Common Stock held by
         directors, executive officers, members of the directors' and executive
         officers' immediate families, trusts of which they or their wives are
         trustees or entities over which they possess sole or shared dispositive
         or voting power.

(27)     In connection with the Corporation's acquisition of 65 Class A
         properties from the Robert Martin Company LLC ("Robert Martin") in
         January 1997, as subsequently modified, the Corporation granted Robert
         Martin the right to designate one member to the Board of Directors of
         the Corporation for six years ending at the Corporation's 2003 annual
         meeting for stockholders (the "RM Board Seat"). Robert Martin has
         designated Martin S. Berger and Robert F. Weinberg to jointly share the
         RM Board Seat. Mr. Berger served as a member of the Board of Directors
         of the Corporation from December 1, 1998 until March 6, 2001, at which
         time Mr. Berger resigned and Mr. Weinberg was appointed to serve in
         such capacity until the Corporation's 2003 annual meeting of
         stockholders. Upon his resignation, Mr. Berger became a member of the
         Advisory Board. See "Certain Relationships and Related Transactions."
         Mr. Berger owns 536,532 shares of the Corporation's Common Stock, which
         includes 521,532 shares of Common Stock that may be issued upon the
         redemption of all of Mr. Berger's limited partnership interests in the
         Operating Partnership and vested options to purchase 15,000 shares of
         the Corporation's Common Stock. As this Annual Report relates
         principally to the 2001 fiscal year of the Corporation, disclosure
         herein will treat Mr. Weinberg as a director and Mr. Berger as a member
         of the Advisory Board, even though such roles were reversed prior to
         March 6, 2001.

         The Corporation's charter divides the Corporation's Board of Directors
into three classes, with the members of each such class serving staggered
three-year terms. The Board of Directors presently consists of thirteen members
as follows: Class I directors, Brendan T. Byrne, Martin D. Gruss, Vincent Tese
and Roy J. Zuckerberg, whose terms expire in 2004; Class II directors, Nathan
Gantcher, Earle I. Mack, William L. Mack and Alan G. Philibosian, whose terms
expire in 2002 (and if re-elected at the Annual Meeting, in 2005); and Class III
directors, Robert F. Weinberg, John J. Cali, John R. Cali, Mitchell E. Hersh and
Irvin D. Reid, whose terms expire in 2003.

         Biographical information concerning the directors and executive
officers is set forth below.

         WILLIAM L. MACK has served as a member of the Board of Directors of the
Corporation since 1997 and as its Chairman since 2000. Mr. Mack also serves as
Chairman of the Corporation's Executive Committee. Prior to December 1997, Mr.
Mack served as managing partner of the Mack organization, where he pioneered the
development of large, Class A office properties and helped to increase the Mack
organization's portfolio to approximately 20 million square feet. In addition,
Mr. Mack is a founder and managing partner of Apollo Real Estate Advisors, L.P.
Mr. Mack also currently serves as a member of the board of directors of The Bear
Stearns Companies, Inc., Metropolis Realty Trust, Inc., Wyndham International,
Inc. and Vail Resorts, Inc. Mr. Mack is a trustee and is on the executive
committee of the North Shore-Long Island Jewish Health System. He also is a
trustee of the University of Pennsylvania and serves on the board of overseers
of The Wharton School. Mr. Mack attended The Wharton School of Business and
Finance at the University of Pennsylvania and has a B.S. degree in business
administration, finance and real estate from New York University. Mr. Mack
serves as a member of the Board of Directors of the Corporation pursuant to an
agreement with the Corporation entered into at the time of the Corporation's
combination with the Mack organization in December 1997. See "Certain
Relationships and Related Transactions." Mr. Mack is the brother of Earle I.
Mack.



                                       4
<Page>

         JOHN J. CALI has served as Chairman Emeritus of the Board of Directors
of the Corporation since 2000. Mr. Cali served as Chairman of the Board of
Directors of the Corporation from 1994 to June 2000, as a member of the
Executive Committee of the Board of Directors of the Corporation from 1997 to
June 2000 and as Chief Executive Officer of the Corporation from 1994 to 1995.
In addition, Mr. Cali was a principal of Cali Associates and a member of its
Executive and Long Range Planning Committees from 1949 to 1994. Mr. Cali
co-founded Cali Associates in 1949. Mr. Cali graduated from Indiana University.
Mr. Cali serves as a member of the Board of Directors of the Corporation
pursuant to an agreement dated as of June 27, 2000, among the Corporation and
members of the Cali family. See "Certain Relationships and Related
Transactions." Mr. Cali is the uncle of John R. Cali.

         MITCHELL E. HERSH has served as a member of the Board of Directors of
the Corporation and as a member of the Executive Committee of the Board of
Directors of the Corporation since 1997. Mr. Hersh also has served as Chief
Executive Officer of the Corporation since 1999. Mr. Hersh is responsible for
the strategic direction and long-term planning for the Corporation. He is also
responsible for creating and implementing the Corporation's capital markets
strategy and overall investment strategy. Previously, Mr. Hersh held the
position of President and Chief Operating Officer of the Corporation from 1997
to 1999. Prior to joining the Corporation, Mr. Hersh served as a partner of the
Mack organization since 1982 and as chief operating officer of the Mack
organization since 1990, where he was responsible for overseeing the
development, operations, leasing and acquisitions of the Mack organization's
office and industrial portfolio. Mr. Hersh serves on the board of directors of
the National Association of Real Estate Investment Trusts (NAREIT) and the New
Jersey Chapter of the National Association of Industrial and Office Properties
(NAIOP). Mr. Hersh has a B.A. degree in architecture from Ohio University. Mr.
Hersh serves as a member of the Board of Directors of the Corporation pursuant
to an agreement with the Corporation entered into at the time of the
Corporation's combination with the Mack organization in December 1997. See
"Certain Relationships and Related Transactions."

         TIMOTHY M. JONES has served as President of the Corporation since 1999.
He is responsible for overseeing the portfolio management, leasing, development
and operations areas of the Corporation. Previously, he served as Executive Vice
President and Chief Investment Officer of the Corporation from 1997 to 1999.
Prior to joining the Corporation, Mr. Jones served as executive vice president
and chief operating officer of The Robert Martin Company, where he was
responsible for the daily corporate operations and management of the firm's
six-million square foot portfolio in New York and Connecticut. Prior to joining
The Robert Martin Company, Mr. Jones served as a vice president in Chemical
Bank's Real Estate Division, as president of Clifton Companies in Stamford,
Connecticut and president of Federated National Company in State College,
Pennsylvania. Mr. Jones has a B.A. degree in economics from Yale University and
a Masters degree in business from Columbia University.

         BARRY LEFKOWITZ has served as Chief Financial Officer of the
Corporation since 1994, and as Executive Vice President of the Corporation since
1997. Mr. Lefkowitz oversees the firm's strategic financial planning and
forecasting, financial accounting and reporting, capital markets activities and
investor relations. Mr. Lefkowitz served as a Vice President of the Corporation
from 1994 to 1997. Prior to joining the Corporation, Mr. Lefkowitz served as a
senior manager with the international accounting firm of Deloitte & Touche LLP,
specializing in real estate, with emphasis on mergers and acquisitions. In
addition to having served as co-chairman of the National Association of Real
Estate Investment Trusts (NAREIT) Accounting Committee, he is a member of the
American Institute of Certified Public Accountants (AICPA), the New Jersey
Society of Certified Public Accountants (NJSCPA) and the New York State Society
of Certified Public Accountants (NYSSCPA). Mr. Lefkowitz holds a B.S. degree in
accounting from Brooklyn College.



                                       5
<Page>

         ROGER W. THOMAS has served as General Counsel of the Corporation since
1994, and as Executive Vice President and Secretary of the Corporation since
1997. Mr. Thomas' responsibilities include structuring and implementing the
Corporation's acquisitions and mergers, corporate governance, supervising
outside legal counsel, insuring legal compliance and the preparation of required
disclosure documents. Mr. Thomas also assists the Corporation in investment
strategies, financial activities, acquisitions and dispositions. Mr. Thomas
served as a Vice President and Assistant Secretary of the Corporation from 1994
to 1997. Prior to joining the Corporation, Mr. Thomas was a partner at the law
firm of Dreyer & Traub in New York, specializing in real estate and commercial
transactions. Mr. Thomas holds a B.S.B.A. in finance and a J.D. degree (with
honors) from the University of Denver.

         MICHAEL A. GROSSMAN has served as Executive Vice President of the
Corporation since 2000. He is responsible for overseeing the Corporation's New
York, Connecticut and Northern New Jersey (Bergen and Passaic counties) regions.
Previously, Mr. Grossman served as Senior Vice President of the Corporation in
2000, and as Vice President of the Corporation from 1997 to January 2000. Prior
to joining the Corporation, Mr. Grossman served as Vice President of Leasing for
The Robert Martin Company since 1991, where he was responsible for leasing
throughout Westchester and Fairfield counties. Mr. Grossman is a member of the
Westchester Board of Realtors, Commercial and Industrial Division, treasurer of
the National Association of Industrial and Office Parks from 1997 to 1998, and a
member of the March of Dimes Real Estate Committee, Westchester chapter. Mr.
Grossman attended the University of South Florida and is a graduate of New York
City Technical College.

         BRENDAN T. BYRNE has served as a member of the Board of Directors of
the Corporation since 1994 and as a member of the Audit Committee of the Board
of Directors since 1999. Governor Byrne served two consecutive terms as governor
of the State of New Jersey prior to 1982 and has been a senior partner with
Carella, Byrne, Bain, Gilfillan, Cecchi, Stewart & Olstein, a Roseland, New
Jersey law firm, since 1982. Governor Byrne graduated from Princeton
University's School of Public Affairs and received his LL.B from Harvard Law
School.

         JOHN R. CALI has served as a member of the Board of Directors of the
Corporation and as a member of the Executive Committee of the Board of Directors
of the Corporation since 2000. Mr. Cali served as Executive Vice
President-Development of the Corporation until June 2000, and as Chief
Administrative Officer of the Corporation until December 1997. In addition, Mr.
Cali was a principal of Cali Associates and served as a member of its Long Range
Planning Committee from 1981 to 1994 and its Executive Committee from 1987 to
1994 and was responsible for the development of Cali Associates' office system
and the management of its office personnel. Mr. Cali also developed and
organized the leasing and property management departments of Cali Associates and
he was responsible for directing the development functions of the Corporation.
Mr. Cali is a member of the University of Pennsylvania Health System Trustee
Board. Mr. Cali has a M.Ed. degree in counseling, organizational development and
personnel from the University of Missouri. Mr. Cali serves as a member of the
Board of Directors of the Corporation pursuant to an agreement dated as of June
27, 2000, among the Corporation and members of the Cali family. See "Certain
Relationships and Related Transactions." Mr. Cali is the nephew of John J. Cali.

         NATHAN GANTCHER has served as a member of the Board of Directors of the
Corporation since 1999, as a member of the Audit Committee of the Board of
Directors of the Corporation since 1999, and as a member of each of the
Nominating Committee of the Board of Directors and the Executive Committee of
the Board of Directors since 2000. Mr. Gantcher has served as the Co-Chairman,
President and Chief Executive Officer of Alpha Investment Management L.L.C.
since 2001. Prior to joining Alpha Investment Management L.L.C., Mr. Gantcher
was a private investor from 1999 to 2001. Mr. Gantcher served as vice chairman
of CIBC Oppenheimer Corp. from 1997 to 1999. Prior to becoming vice chairman of
CIBC Oppenheimer Corp., Mr. Gantcher served as co-chief executive officer of
Oppenheimer & Co., Inc. Mr. Gantcher currently serves as chairman of the board
of trustees of Tufts University and as a member of


                                       6
<Page>

each of the Council of Foreign Relations and the Overseers Committee of the
Columbia University Graduate School of Business. Mr. Gantcher received his A.B.
in economics and biology from Tufts University and his M.B.A. from the Columbia
University Graduate School of Business.

         MARTIN D. GRUSS has served as a member of the Board of Directors of the
Corporation since 1997 and as a member of the Executive Compensation and Option
Committee of the Board of Directors since 1999. Mr. Gruss is the senior partner
of Gruss & Co., a private investment firm. From 1989 to 1993, Mr. Gruss served
as a director of Acme Metals Incorporated. Mr. Gruss currently serves as a
member of the board of overseers of the Wharton School and as a trustee of the
Lawrenceville School. Mr. Gruss has a B.S. degree in economics from the Wharton
School of the University of Pennsylvania and a J.D. degree from New York
University School of Law.

         EARLE I. MACK has served as a member of the Board of Directors of the
Corporation since 1997. Prior to December 1997, Mr. Mack served as senior
partner, chief financial officer and a director of the Mack organization, where
he pioneered the development of large, Class A office properties and helped to
increase the Mack organization's portfolio to approximately 20 million square
feet. Mr. Mack serves as a member of the board of directors of DiGiorgio/White
Rose Corp. and as a member of its executive and executive compensation
committees. Mr. Mack also is the chairman of the board of directors of the
Benjamin N. Cardozo School of Law and the chairman emeritus of the New York
State Council on the Arts. Mr. Mack has a B.S. degree in business administration
from Drexel University and also attended Fordham Law School. Mr. Mack serves as
a member of the Board of Directors of the Corporation pursuant to an agreement
with the Corporation entered into at the time of the Corporation's combination
with the Mack organization in December 1997. See "Certain Relationships and
Related Transactions." Mr. Mack is the brother of William L. Mack.

         ALAN G. PHILIBOSIAN has served as a member of the Board of Directors of
the Corporation and as a member of the Executive Compensation and Option
Committee of the Board of Directors of the Corporation since 1997, and as a
member of the Nominating Committee of the Board of Directors since 2000. Mr.
Philibosian is an attorney practicing in Englewood, New Jersey, and since 1997
has his own practice. Mr. Philibosian is currently a commissioner of The Port
Authority of New York and New Jersey, and also serves on the board of directors
of NorCrown Bank, the Armenian Missionary Association of America, Paramus, New
Jersey and John Harms Center for the Arts, Englewood, New Jersey. Mr.
Philibosian graduated from Rutgers College, and received his J.D. degree from
Boston College Law School and his LL.M. degree in taxation from New York
University.

         IRVIN D. REID has served as a member of the Board of Directors of the
Corporation since 1994 and as chairman of the Audit Committee of the Board of
Directors of the Corporation since 1998. Dr. Reid also serves as president of
Wayne State University in Michigan. Prior to becoming the president of Wayne
State University, Dr. Reid served as president of Montclair State University
(formerly Montclair State College) in New Jersey from 1989 to 1997, and held
positions of dean, School of Business Administration, and John Stagmaier
Professor of Economics and Business Administration at the University of
Tennessee at Chattanooga. Dr. Reid also is a member of the Federal Reserve Board
of Chicago-Detroit Branch. Dr. Reid received his B.S. degree and M.S. degree in
general and experimental psychology from Howard University. He earned his M.A.
and Ph.D. degrees in business and applied economics from The Wharton School of
the University of Pennsylvania.

         VINCENT TESE has served as a member of the Board of Directors of the
Corporation since 1997, as chairman of the Executive Compensation and Option
Committee of the Board of Directors of the Corporation since 1998 and as
chairman of the Nominating Committee of the Board of Directors since 2000. Mr.
Tese served as New York State Superintendent of Banks from 1983 to 1985,
chairman and chief executive officer of the Urban Development Corporation from
1985 to 1994, director of economic development for New York


                                       7
<Page>

State from 1987 to 1994 and commissioner and vice chairman of the Port Authority
of New York and New Jersey from 1991 to 1995. Mr. Tese also served as a partner
in the law firm of Tese & Tese, a partner in the Sinclair Group, a commodities
trading and investment management company, and a co-founder of Cross Country
Cable TV. Mr. Tese currently serves as chairman of Wireless Cable International,
Inc. and as a member of the board of directors of The Bear Stearns Companies,
Inc., Allied Waste Industries, Inc., Bowne & Company, Inc., Cablevision, Inc.,
and as a trustee of New York University School of Law and New York Presbyterian
Hospital. Mr. Tese has a B.A. degree in accounting from Pace University, a J.D.
degree from Brooklyn Law School and a LL.M. degree in taxation from New York
University School of Law.

         ROBERT F. WEINBERG became a member of the Board of Directors of the
Corporation as of March 6, 2001. Mr. Weinberg had served as a member of the
Advisory Board of the Corporation since 1998 and previously as a member of the
Board of Directors of the Corporation from 1997 until 1998. Mr. Weinberg served
as co-chairman and general partner of The Robert Martin Company since its
founding in 1957. Mr. Weinberg is presently the chairman of the Outreach
Committee on Orderly Growth in Westchester, a director of City & Suburban
Federal Savings Bank and a director of the Westchester County Association. Mr.
Weinberg earned a B.S. degree in Mechanical Engineering from New York
University, an M.S. degree in Building Engineering & Construction from M.I.T.
and a J.D. degree from Brooklyn Law School. Mr. Weinberg serves as a member of
the Board of Directors of the Corporation and shares his board seat with Martin
S. Berger pursuant to an agreement with the Corporation entered into at the time
of the Corporation's acquisition of 65 Class A properties from Robert Martin in
January 1997, as modified. See "Certain Relationships and Related Transactions."

         ROY J. ZUCKERBERG has served as a member of the Board of Directors of
the Corporation since 1999, as a member of the Audit Committee of the Board of
Directors of the Corporation since 1999 and as a member of the Executive
Committee of the Board of Directors since 2000. Mr. Zuckerberg is currently a
senior director of the Goldman Sachs Group, Inc. Mr. Zuckerberg served as vice
chairman of Goldman, Sachs & Co., a member of its executive committee and head
of its Equities Division. Mr. Zuckerberg joined Goldman, Sachs & Co. in 1967 and
was made a partner of Goldman, Sachs & Co. in 1977. Mr. Zuckerberg served as
Chairman of the Securities Industry Association and was a member of the Senior
Advisors Group to the President's Council on Year 2000 Conversion. Mr.
Zuckerberg is Chairman of the Board and a member of the executive committee of
North Shore-Long Island Jewish Health System, Inc., a trustee of the American
Red Cross in Greater New York and a director of the Brookdale Foundation. He has
had a long involvement with the UJA-Federation and served as chairman of the
Wall Street Division. He also serves as chair of the Investment Committee of the
University of Massachusetts Foundation. Mr. Zuckerberg received a B.S. from
Lowell Technological Institute in 1958 and served in the United States Army.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Corporation's executive officers, directors and
persons who beneficially own more than 10% of the Corporation's Common Stock to
file initial reports of ownership and reports of changes of ownership (Forms 3,
4 and 5) of the Common Stock with the SEC and the NYSE. Executive officers,
directors and greater than 10% holders are required by SEC regulations to
furnish the Corporation with copies of such forms that they file.

         To the Corporation's knowledge, based solely on the Corporation's
review of the copies of such reports received by the Corporation, the
Corporation believes that for the fiscal year 2001, all Section 16(a) filing
requirements applicable to its executive officers, directors and greater than
10% beneficial owners were complied with.



                                       8
<Page>

2.       ITEM 11 IS HEREBY AMENDED AND RESTATED AS FOLLOWS:

EXECUTIVE COMPENSATION

         The Operating Partnership does not have any executive officers. The
following table sets forth certain information concerning the compensation of
the chief executive officer and the four most highly compensated executive
officers of the Corporation other than the chief executive officer
(collectively, the "Named Executive Officers") for each of the Corporation's
last three fiscal years. The Corporation is the sole general partner of the
Operating Partnership.

                           SUMMARY COMPENSATION TABLE

<Table>
<Caption>
                                                                               LONG-TERM COMPENSATION
                                                                               ----------------------
                                                                               AWARDS                  PAYOUTS
                                                                               ------                  -------
                            ANNUAL COMPENSATION (1)
                            -----------------------
                                                                     RESTRICTED       SECURITIES         LTIP
NAME AND PRINCIPAL                                    OTHER ANNUAL      STOCK         UNDERLYING        PAYOUTS    ALL OTHER
POSITION                   YEAR  SALARY($)  BONUS($) COMPENSATION($) AWARD(S)($)  OPTIONS/WARRANTS (#)   ($)(4)  COMPENSATION
--------                   ----  ---------  -------- --------------- -----------  --------------------  -------  ------------
<S>                        <C>   <C>        <C>        <C>                <C>            <C>            <C>             <C>
Mitchell E. Hersh.....     2001  1,050,000  460,000    113,946(2)         0                       0     264,990         0
Chief Executive            2000  1,050,000  440,000    104,119(3)         0              200,000(5)     242,138         0
   Officer                 1999  1,050,000  440,000             0         0                       0           0         0

Timothy M. Jones.....      2001    515,000  395,000     68,367(2)         0                       0     158,994         0
President                  2000    515,000  380,000     62,472(3)         0              120,000(5)     145,283         0
                           1999    421,462  275,000             0         0                       0           0         0

Barry Lefkowitz.......     2001    385,000  275,000     47,572(2)         0                       0     110,632         0
Executive Vice             2000    385,000  250,000     43,469(3)         0              100,000(5)     101,091         0
   President and Chief     1999    360,385  225,000             0         0                       0           0         0
   Financial Officer

Roger W. Thomas.......     2001    325,000  195,000     40,170(2)         0                       0      93,418         0
Executive Vice             2000    325,000  185,000     36,706(3)         0              100,000(5)      85,362         0
   President, General      1999    312,692  185,000             0         0                       0           0         0
   Counsel and
   Secretary

Michael A. Grossman...     2001    315,000  185,000      7,292(2)         0                       0      16,959         0
Executive Vice             2000    250,000  160,000      6,664(3)         0               30,000(6)      15,497         0
   President (8)           1999    177,019   75,000             0         0                5,000(7)           0         0
</Table>


-----------


(1)      The annual compensation portion of this table includes the dollar value
         of regular annual payments of base salary, bonus and any other annual
         compensation earned by each Named Executive Officer during the stated
         fiscal year. Certain base salaries appear slightly higher than the
         contractual amounts due to when pay periods accrued during fiscal year
         2001.

(2)      Represents tax gross-up payments relating to restricted stock which
         vested on January 1, 2001. See footnote 4 hereto.



                                       9
<Page>

(3)      Represents tax gross-up payments relating to restricted stock which
         vested on January 1, 2000. See footnote 4 hereto.

(4)      In July 1999, the Corporation entered into amended and restated
         employment agreements with each of Mitchell E. Hersh, Timothy M. Jones,
         Barry Lefkowitz and Roger W. Thomas, pursuant to which Messrs. Hersh,
         Jones, Lefkowitz and Thomas were issued 62,500, 37,500, 26,094 and
         22,031 shares of restricted stock, respectively, the vesting of which
         is contingent upon the satisfaction of certain performance
         requirements. In March 2001, Mr. Thomas was issued 1,000 shares of
         restricted stock, the vesting of which is contingent upon the
         satisfaction of certain performance requirements. There are certain tax
         gross-up payments that will be made upon such vesting. In addition, in
         December 1999 and March 2001, pursuant to the Corporation's Employee
         Stock Option Plan, Michael A. Grossman was issued 4,000 and 18,519
         shares of restricted stock, respectively, the vesting of which is
         contingent upon the satisfaction of certain performance requirements.
         There are certain tax gross-up payments that will be made upon such
         vesting. See "Employment Contracts; Termination of Employment." The
         shares of restricted stock vest with respect to the recipient on either
         an annual basis over a five-year vesting period or on a cumulative
         basis over a seven-year maximum vesting period. The number of shares of
         restricted stock scheduled to be vested and earned on each vesting date
         on an annual basis, provided certain performance requirements set forth
         in the following sentence are satisfied, generally is equal to 15% of
         the restricted stock on the vesting date in year one, 15% of the
         restricted stock on the vesting date in year two, 20% of the restricted
         stock on the vesting date in year three, 25% of the restricted stock on
         the vesting date in year four and 25% of the restricted stock on the
         vesting date in year five. Vesting of the restricted stock on an annual
         basis commenced January 1, 2000, provided one of the following
         financial tests is met for the measurement period ending on the last
         day of the Corporation's fiscal year immediately preceding such vesting
         date: (A) the Corporation achieves an eight percent (8%) increase in
         its funds from operations per common share or (B) stockholders achieve
         a twelve and three quarters percent (12.75%) total return (dividends,
         assuming reinvestment upon applicable payment date, plus stock
         appreciation per share of Common Stock). The Corporation met the first
         of such tests for the measurement period ended December 31, 1999. On
         January 1, 2000, the following shares of restricted stock vested:
         9,375, 5,625, 3,914, 3,304 and 600 for Messrs. Hersh, Jones, Lefkowitz,
         Thomas and Grossman, respectively, together with tax gross-up payments
         relating thereto. The value of the vested restricted stock and the tax
         gross-up payments relating thereto are based upon a $25.8281 stock
         price, which was the price of the Corporation's Common Stock on the
         date of vesting. The Corporation met the first of such tests for the
         measurement period ended December 31, 2000. On January 1, 2001, the
         following shares of restricted stock vested: 9,375, 5,625, 3,914, 3,305
         and 600 for Messrs. Hersh, Jones, Lefkowitz, Thomas and Grossman,
         respectively, together with tax gross-up payments relating thereto. The
         value of the vested restricted stock and the tax gross-up payments
         relating thereto are based upon a $28.2656 stock price, which was the
         price of the Corporation's Common Stock on the date of vesting. The
         Corporation also met the first of such tests for the measurement period
         ended December 31, 2001. On January 1, 2002, the following shares of
         restricted stock vested: 12,500, 7,500, 5,218, 4,406 and 6,356 for
         Messrs. Hersh, Jones, Lefkowitz, Thomas and Grossman, respectively,
         together with tax gross-up payments relating thereto. The value of the
         vested restricted stock for the measurement period ended December 31,
         2001, and the tax gross-up payments relating thereto are based upon a
         $30.5225 stock price, which was the price of the Corporation's Common
         Stock on the date of vesting.

(5)      Represents an option to purchase shares of Common Stock at an exercise
         price of $26.8125 per share.

(6)      Represents an option to purchase shares of Common Stock at an exercise
         price of $26.75 per share.

(7)      Represents an option to purchase shares of Common Stock at an exercise
         price of $24.625 per share.



                                       10
<Page>

(8)      Michael A. Grossman was appointed Executive Vice President in 2000.

OPTION PLANS

                   AGGREGATED OPTION/WARRANT/SAR EXERCISES IN
             LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES

<Table>
<Caption>
                                                             NUMBER OF SECURITIES                 VALUE OF UNEXERCISED
                                                            UNDERLYING UNEXERCISED                    IN-THE-MONEY
                                                           OPTIONS/WARRANTS/SARS AT             OPTIONS/WARRANTS/SARS AT
                          SHARES                              FISCAL YEAR-END(#)                  FISCAL YEAR-END ($)
                         ACQUIRED          VALUE           ------------------------               -------------------
                            ON           REALIZED
NAME                    EXERCISE(#)         ($)         EXERCISABLE      UNEXERCISABLE      EXERCISABLE       UNEXERCISABLE
----                    -----------         ---         -----------      -------------      -----------       -------------
<S>                        <C>          <C>                <C>                <C>            <C>                 <C>
Mitchell E. Hersh....      40,000       175,325.34         379,976            120,000        168,300.00          504,900.00
Timothy M. Jones.....      24,000        99,663.97         311,295             75,000        100,980.00          315,562.50
Barry Lefkowitz......      20,000        81,200.14         117,137             60,000         84,150.00          252,450.00
Roger W. Thomas......      20,000        81,200.14         117,137             60,000         84,150.00          252,450.00
Michael A. Grossman..      12,000        40,512.35          79,832             20,000         32,785.00           84,150.00
</Table>


             LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR

<Table>
<Caption>
                                                                       ESTIMATED FUTURE PAYOUTS UNDER
                                                                        NON-STOCK PRICE-BASED PLANS
                                    NUMBER                              ---------------------------
                                    SHARES,      PERFORMANCE
                                   UNITS OR    OR OTHER PERIOD
                                     OTHER     UNTIL MATURATION      THRESHOLD      TARGET      MAXIMUM
      NAME                         RIGHTS(#)    OR PAYOUT(1)          ($ OR #)     ($ OR #)    ($ OR #)
      ----                         ---------   ----------------      ---------     --------    --------
<S>                                <C>         <C>                   <C>           <C>         <C>
      Mitchell E. Hersh.........         0            -                  -             -           -
      Timothy M. Jones..........         0            -                  -             -           -
      Barry Lefkowitz...........         0            -                  -             -           -
      Roger W. Thomas...........     1,000     January 1, 2006           -             -           -
      Michael A. Grossman.......    18,519     January 1, 2006           -             -           -
     --------------------
</Table>

COMPENSATION OF DIRECTORS

         DIRECTORS' FEES. Each non-employee director was paid an annual fee of
$20,000, plus $1,000 per board meeting attended, $500 per committee meeting
attended and $250 per telephonic meeting participation. The Corporation does not
pay director fees to employee directors, who in fiscal 2001 consisted of
Mitchell E. Hersh. Each director also was reimbursed for expenses incurred in
attending director and committee meetings. For fiscal year 2001, the
Corporation's non-employee directors received directors' fees or fee equivalents
(See "Directors' Deferred Compensation Plan" below) in the amounts set forth in
the table below.

         DIRECTORS' DEFERRED COMPENSATION PLAN. Pursuant to the Directors'
Deferred Compensation Plan, effective as of January 1, 1999, each non-employee
director is entitled to defer all or a specified portion of the annual
compensation to be paid to such director. The account of a director who elects
to defer such compensation under the Directors' Deferred Compensation Plan is
credited with the hypothetical number of stock units, calculated to the nearest
thousandths of a unit, determined by dividing the amount of compensation
deferred on the deferral date by the closing market price of the Corporation's
Common Stock as reported on the Consolidated Tape of NYSE listed shares on the
deferral date. Any stock dividend declared by the Corporation on its Common
Stock results in a proportionate increase in units in the director's account as
if


                                       11
<Page>

such director held shares of Common Stock equal to the number of units in such
director's account. Payment of a director's account may only be made in a lump
sum in shares of Common Stock equal to the number of units in a director's
account after either the director's service on the Board of Directors has
terminated or there has been a change in control of the Corporation. In 2001,
the director accounts of Nathan Gantcher, Martin D. Gruss, William L. Mack, Alan
G. Philibosian, Irvin D. Reid, Vincent Tese, and Roy J. Zuckerberg were credited
with the stock units set forth in the table below.

                          2001 DIRECTORS' COMPENSATION

<Table>
<Caption>
                                                                                            CASH VALUE OF
       DIRECTOR                        CASH FEES           DEFERRED STOCK UNITS         DEFERRED STOCK UNITS
       --------                        ---------           --------------------         --------------------
<S>                                       <C>                          <C>                    <C>
       William L. Mack                    $7,500                       696.676                $20,000
       John J. Cali                       25,250                             0                      0
       Martin S. Berger(1)                 9,361                             0                      0
       Brendan T. Byrne                   27,250                             0                      0
       John R. Cali                       25,500                             0                      0
       Nathan Gantcher                     9,750                       696.676                 20,000
       Martin D. Gruss                     6,750                       696.676                 20,000
       Earle I. Mack                      23,500                             0                      0
       Alan G. Philibosian                17,875                       348.337                 10,000
       Irvin D. Reid                       8,000                       696.676                 20,000
       Vincent Tese                        7,000                       696.676                 20,000
       Robert F. Weinberg(1)              14,694                             0                      0
       Roy Zuckerberg                      7,250                       696.676                 20,000
                                           -----                       -------                 ------

       Total                            $189,680                     4,528.393               $130,000
                                        ========                     =========               ========
</Table>

         -----------

         (1) Mr. Berger resigned from the Board of Directors of the Corporation
on March 6, 2001, at which time Mr. Weinberg was appointed to serve in such
capacity. See "Certain Relationships and Related Transactions - Robert Martin
Agreement."

         DIRECTORS' STOCK OPTION PLANS. The Corporation has two director stock
option plans: the Director Stock Option Plan of Mack-Cali Realty Corporation
(the "Director Stock Option Plan") and the 2000 Director Stock Option Plan (the
"2000 Director Stock Option Plan"). References to "Director Option Plans" herein
refer to the Director Stock Option Plan and the 2000 Director Stock Option Plan,
collectively. Pursuant to the Director Option Plans, each non-employee director
is automatically granted a non-statutory option to purchase 5,000 shares of
Common Stock in connection with the director's initial election or appointment
to the Board of Directors. These grants under the Director Option Plans are made
at an exercise price equal to the "fair market value" (as defined under the
Director Option Plans) at the time of the grant of the shares of Common Stock
subject to such option. The Executive Compensation and Option Committee may make
additional discretionary option grants to eligible directors, consistent with
the terms of the Director Option Plans. In 2001, each non-employee director was
granted 5,000 discretionary options. The Board of Directors may amend, suspend
or terminate the Director Option Plans at any time, except that any amendments
that would materially increase the cost of either of the Director Option Plans
to the Corporation must be approved by the holders of the majority of issued and
outstanding shares of Common Stock of the Corporation entitled to vote.



                                       12
<Page>

EMPLOYMENT CONTRACTS; TERMINATION OF EMPLOYMENT

         MITCHELL E. HERSH EMPLOYMENT AGREEMENT. On July 1, 1999, following the
appointment of Mitchell E. Hersh as Chief Executive Officer of the Corporation
on April 18, 1999, the Corporation and Mr. Hersh amended and restated Mr.
Hersh's employment agreement with the Corporation (the "Amended and Restated
Hersh Agreement"), providing for a constant four year term. Mr. Hersh's current
annual base salary is $1,050,000, with annual increases within the discretion of
the Executive Compensation and Option Committee. Mr. Hersh also is eligible to
receive an annual bonus, restricted share awards and options within the
discretion of the Board of Directors or the Executive Compensation and Option
Committee, as the case may be. Pursuant to the Employee Stock Option Plan, Mr.
Hersh was awarded 62,500 shares of restricted stock as of July 1, 1999, and with
respect to each tax year in which such shares of restricted stock vest and are
distributed to him, Mr. Hersh is entitled to receive a tax gross-up payment from
the Corporation equal to forty-three percent (43%) of the fair market value of
such restricted shares at the time of vesting, exclusive of dividends (the "Tax
Gross-Up Payments"). Mr. Hersh is required to devote substantially all of his
business time to the affairs of the Corporation and, subject to certain excluded
activities, generally is restricted during the term of his employment and in the
event his employment is terminated by the Corporation for cause (as defined in
the Amended and Restated Hersh Agreement) or by him without good reason (as
defined in the Amended and Restated Hersh Agreement), for a period of one year
thereafter, from conducting any office-service, flex or office property
development, acquisition or management activities within the continental United
States. Mr. Hersh is entitled to (i) receive the aggregate of a cash payment of
$8,000,000 (the "Fixed Amount"), reimbursement of expenses incurred prior to the
date of termination, and the Tax-Gross-Up Payments applicable to any vested
shares of restricted stock, (ii) immediate vesting of all options and incentive
compensation payments or programs otherwise subject to a vesting schedule, (iii)
require the Corporation to repurchase his vested options and (iv) receive
continuation of health coverage through the end of his unexpired employment
period should his employment be terminated by the Corporation without cause, by
him for good reason or on account of his disability (as defined in the Amended
and Restated Hersh Agreement) or death. Should Mr. Hersh terminate his
employment on or within six months following a change in control (as defined in
the Amended and Restated Hersh Agreement), Mr. Hersh's termination shall be
treated as a termination for good reason. In addition, upon a change in control,
and irrespective of whether Mr. Hersh's employment is terminated, the vesting of
all options and other incentive compensation is accelerated and Mr. Hersh is
entitled to receive a tax gross-up payment to cover any excise taxes payable due
to the change in control.

         TIMOTHY M. JONES EMPLOYMENT AGREEMENT. On July 1, 1999, following the
appointment of Timothy M. Jones as President of the Corporation on April 18,
1999, the Corporation and Mr. Jones amended and restated Mr. Jones' employment
agreement with the Corporation (the "Amended and Restated Jones Agreement"). The
terms and conditions of the Amended and Restated Jones Agreement are generally
similar to those of the Amended and Restated Hersh Agreement, except that (i)
Mr. Jones' current annual base salary is $515,000, with annual increases within
the sole discretion of the Chief Executive Officer, (ii) Mr. Jones was awarded
37,500 shares of restricted stock and (iii) the Fixed Amount Mr. Jones will
receive is $2,700,000.

         BARRY LEFKOWITZ EMPLOYMENT AGREEMENT. On July 1, 1999, the Corporation
and Barry Lefkowitz amended and restated Mr. Lefkowitz's employment agreement
with the Corporation (the "Amended and Restated Lefkowitz Agreement"). The terms
and conditions of the Amended and Restated Lefkowitz Agreement are generally
similar to those of the Amended and Restated Jones Agreement, except that (i)
Mr. Lefkowitz's current annual base salary is $395,000, (ii) Mr. Lefkowitz was
awarded 26,094 shares of restricted stock and (iii) the Fixed Amount Mr.
Lefkowitz will receive is $2,500,000.

         ROGER W. THOMAS EMPLOYMENT AGREEMENT. On July 1, 1999, the Corporation
and Roger W. Thomas amended and restated Mr. Thomas' employment agreement with
the Corporation (the "Amended and Restated Thomas Agreement"). The terms and
conditions of the Amended and Restated Thomas Agreement are


                                       13
<Page>

generally similar to those of the Amended and Restated Jones Agreement, except
that (i) Mr. Thomas' current annual base salary is $335,000, (ii) Mr. Thomas was
awarded 22,031 shares of restricted stock and (iii) the Fixed Amount Mr. Thomas
will receive is $2,500,000. Mr. Thomas was awarded an additional 1,000 shares of
restricted stock in March of 2001.

         MICHAEL A. GROSSMAN EMPLOYMENT AGREEMENT. On December 5, 2000, the
Corporation entered into an employment agreement with Michael A. Grossman (the
"Grossman Agreement"). The terms and conditions of the Grossman Agreement are
generally similar to those of the Amended and Restated Jones Agreement, except
that (i) the Grossman Agreement provides for an initial three year term, and a
constant one year term beginning in December 2002, (ii) Mr. Grossman's current
annual base salary is $330,000, (iii) in March 2001, Mr. Grossman was awarded
18,519 shares of restricted stock in addition to the 4,000 shares of restricted
stock previously granted to him in 1999, and with respect to each tax year in
which such restricted stock vests, Mr. Grossman is entitled to receive a Tax
Gross-Up Payment, (iv) the Fixed Amount Mr. Grossman will receive is $1,000,000
and (v) should Mr. Grossman terminate his employment following a change in
control, Mr. Grossman's termination will not be treated as a termination for
good reason.

EXECUTIVE COMPENSATION AND OPTION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         There are no interlocking relationships involving the Corporation's
Board of Directors, which require disclosure under the executive compensation
rules of the SEC.

REPORT OF THE EXECUTIVE COMPENSATION AND OPTION COMMITTEE OF THE BOARD OF
DIRECTORS ON EXECUTIVE COMPENSATION

         Notwithstanding anything to the contrary set forth in any of the
Corporation's previous filings under the Securities Act of 1933, as amended, or
the Exchange Act that might incorporate future filings, in whole or in part, the
following report and the Performance Graph which follows shall not be deemed to
be incorporated by reference into any such filings.

         EXECUTIVE COMPENSATION PHILOSOPHY. The Executive Compensation and
Option Committee will annually consider the appropriate combination of cash and
stock-based compensation and weigh the competitiveness of the Corporation's
overall compensation arrangements in relation to comparable real estate
investment trusts. From time to time, the Executive Compensation and Option
Committee may retain compensation and other management consultants to assist
with, among other things, structuring the Corporation's various compensation
programs and determining appropriate levels of salary, bonus and other
compensatory awards payable to the Corporation's executive officers and key
employees, as well as to guide the Corporation in the development of near-term
and long-term individual performance objectives necessary to achieve long-term
profitability.

         The Executive Compensation and Option Committee believes that a
fundamental goal of the Corporation's executive compensation program should be
to provide incentives to create value for the Corporation's stockholders.

         BASE SALARIES. The base compensation levels for the Corporation's
executive officers in 2001 were set to compensate the executive officers for the
functions they will perform as well as to be consideration for certain
non-competition provisions in the employment agreements, and were based on the
employment agreements entered into in December 1997, as amended and restated in
July 1999 and December 2000. The Corporation believes that the base salaries
generally are appropriate as base compensation to compensate the Corporation's
executive officers for the functions they perform and other considerations. Base
salaries will be reviewed annually and may be increased by the Executive
Compensation and Option Committee or the Chief Executive Officer, as the case
may be, in accordance with certain criteria determined primarily on the basis of



                                       14
<Page>

growth of revenues and funds from operations per share of Common Stock and on
the basis of certain other factors, which include (i) individual performance,
(ii) the functions performed by the executive officer and (iii) changes in the
compensation peer group in which the Corporation competes for executive talent.
The weight given such factors by the Executive Compensation and Option Committee
may vary from individual to individual.

         ANNUAL BONUS COMPENSATION. The Corporation's policy of awarding annual
cash bonuses is designed to specifically relate executive pay to Corporation and
individual performance. As a pay-for-performance program, cash bonuses provide
financial rewards for the achievement of substantive Corporation objectives.
Actual awards paid are based primarily on actual Corporation performance. During
2001, discretionary incentive and merit cash bonuses in recognition of services
performed during fiscal 2001 were awarded as follows: $460,000 to Mitchell E.
Hersh, $395,000 to Timothy M. Jones, $275,000 to Barry Lefkowitz, $195,000 to
Roger W. Thomas and $185,000 to Michael A. Grossman.

         EMPLOYEE STOCK OPTION PLAN. The Corporation has two employee stock
option plans: the Employee Stock Option Plan of Mack-Cali Realty Corporation
(the "Employee Stock Option Plan") and the 2000 Employee Stock Option Plan (the
"2000 Employee Stock Option Plan"). References to "Employee Option Plans" herein
refer to the Employee Stock Option Plan and the 2000 Employee Stock Option Plan,
collectively. Awards are granted under the Employee Option Plans based on a
number of factors, including (i) the executive officer's or key employee's
position in the Corporation, (ii) his or her performance and responsibilities,
(iii) the extent to which he or she already holds an equity stake in the
Corporation, (iv) equity participation levels of comparable executives and key
employees at other companies in the compensation peer group and (v) individual
contribution to the success of the Corporation's financial performance. However,
the Employee Option Plans do not provide any formulated method for weighing
these factors, and a decision to grant an award is based primarily upon the
Executive Compensation and Option Committee's evaluation of the past as well as
the future anticipated performance and responsibilities of the individual in
question. During 2001, no options were granted to the Corporation's Named
Executive Officers. The Corporation's Employee Option Plans relate closely to
traditional forms of equity oriented compensation in the commercial real estate
industry. The purpose of the option and other stock based grants is to aid the
Corporation in attracting and retaining quality employees, all advancing the
interest of the Corporation's stockholders by offering employees an incentive to
maximize their efforts to promote the Corporation's economic performance. In
addition, to assist the Corporation in retaining employees and encouraging them
to seek long-term appreciation in the value of the Corporation's stock, awards
generally are not exercisable immediately upon grant, but instead vest over a
specified period. Accordingly, an employee must remain with the Corporation for
a specified period to enjoy the full economic benefit of an award.

         401(K) SAVINGS PLAN. The Corporation also maintains a tax-qualified
401(k) savings plan for its eligible employees known as the "Mack-Cali Realty
Corporation 401(k) Savings/Retirement Plan" ("401(k) Plan"). Employees who have
attained age 21 and completed one-half year of service with the Corporation are
eligible to participate and may elect to defer up to 15% of their base pay on a
pre-tax basis to the 401(k) Plan. The Corporation may make discretionary
matching or profit sharing contributions to the 401(k) Plan on behalf of
eligible participants in any plan year. In 2001, the Corporation made
discretionary profit sharing contributions of $3,359.70 to the 401(k) Plan for
the plan year ended December 31, 2000, on behalf of each of the Named Executive
Officers. Participants are always 100% vested in their pre-tax contributions and
will begin vesting in any matching or profit sharing contributions made on their
behalf after two years of service with the Corporation at a rate of 20% per year
becoming 100% vested after a total of six years of service with the Corporation.
The assets of the 401(k) Plan are held in trust and a separate account is
established for each participant. A participant may receive a distribution of
his vested account balance in the 401(k) Plan in a single sum or installment
payment or in the form of an annuity upon his termination of service with the
Corporation.



                                       15
<Page>

         CHIEF EXECUTIVE OFFICER COMPENSATION. Mitchell E. Hersh, the Chief
Executive Officer of the Corporation, received a base salary during 2001 of
$1,050,000 pursuant to the employment agreement entered into in December 1997,
as amended and restated in July 1999. Mr. Hersh also was paid a cash bonus of
$460,000 in recognition of services performed during fiscal 2001. Mr. Hersh
received no fees for his service as a Director of the Corporation during fiscal
2001. The Executive Compensation and Option Committee recognizes Mr. Hersh's
contributions to the Corporation's operations and attempts to ensure that the
Chief Executive Officer's compensation is commensurate with the compensation of
chief executive officers of comparable corporations. The Board of Directors
deemed such bonus and Mr. Hersh's total compensation appropriate in light of Mr.
Hersh's substantial contribution to the Corporation's growth and success in
2001.

                                     EXECUTIVE COMPENSATION AND OPTION
                                     COMMITTEE OF THE BOARD OF DIRECTORS

                                          VINCENT TESE, CHAIRMAN
                                          MARTIN D. GRUSS
                                          ALAN G. PHILIBOSIAN

PERFORMANCE GRAPH

         The following graph compares total stockholder returns from December
31, 1996 through December 31, 2001 to the Standard & Poor's 500 Index ("S&P
500") and to the National Association of Real Estate Investment Trusts, Inc.'s
Equity REIT Total Return Index ("NAREIT"). The graph assumes that the value of
the investment in the Corporation's Common Stock and in the S&P 500 and NAREIT
indices was $100 at December 31, 1996 and that all dividends were reinvested.
The Corporation's Common Stock's price on December 31, 1996 (on which the graph
is based) was $30.875. The stockholder return shown on the following graph is
not necessarily indicative of future performance.

         COMPARISON OF CUMULATIVE TOTAL RETURN AMONG MACK-CALI REALTY
         CORPORATION, THE S&P 500 INDEX AND THE NAREIT EQUITY REIT INDEX

<Table>
<Caption>
                 12/31/96    12/31/97    12/31/98    12/31/99    12/31/00    12/31/01
                 --------    --------    --------    --------    --------    --------
<S>              <C>         <C>         <C>         <C>         <C>         <C>
Mack-Cali        100.00      140.29      112.05      102.17      122.31      144.69

S&P 500          100.00      133.36      171.48      207.56      188.66      166.24

NAREIT           100.00      120.26       99.21       94.63      119.58      136.24
</Table>


3.       ITEM 12 IS HEREBY AMENDED AND RESTATED AS FOLLOWS:

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         As of April 1, 2001, the Corporation owned an 80.0% general partnership
interest in the Operating Partnership, assuming conversion of all preferred
limited partnership units of the Operating Partnership into Units. Without
giving effect to the preferred limited partnership units, the Corporation would
own an 87.8% general partnership interest in the Operating Partnership as of
such date.



                                       16
<Page>

         The following table sets forth information as of March 15, 2002 with
respect to each person or group who is known by the Corporation, in reliance on
Schedules 13D and 13G filed with the Securities and Exchange Commission (the
"SEC"), to own beneficially more than 5% of the Corporation's outstanding shares
of Common Stock. Except as otherwise noted below, all shares of Common Stock are
owned beneficially by the individual or group listed with sole voting and/or
investment power.

<Table>
<Caption>
                                                       AMOUNT AND NATURE
                            NAME OF                      OF BENEFICIAL       PERCENT OF SHARES
                        BENEFICIAL OWNER                   OWNERSHIP         OUTSTANDING(%)(1)
                        ----------------                   ---------         -----------------
<S>                                                       <C>                       <C>
The Mack Group (2)................................        11,605,704                16.9
Security Capital Group Incorporated (3)...........         4,817,330                 8.4
Pacific Financial Research, Inc. (4)..............         3,762,000                 6.6
Cohen & Steers Capital Management, Inc.(5)........         3,475,040                 6.1
</Table>

-----------

(1)      The total number of shares outstanding used in calculating this
         percentage does not include 14,310,794 shares reserved for issuance
         upon redemption or conversion of outstanding units of limited
         partnership interest ("Units") in the Operating Partnership through
         which the Corporation conducts its real estate activities, 2,000,000
         shares reserved for issuance upon exercise of outstanding warrants to
         purchase Units, which outstanding warrants to purchase Units will
         expire on December 11, 2002 ("Unit Warrants"), or 6,645,921 shares
         reserved for issuance upon the exercise of stock options or warrants
         granted or reserved for possible grant to certain employees and
         directors of the Corporation, except in all cases where such Units,
         Unit Warrants, stock options or warrants are owned by the reporting
         person or group. This information is as of March 15, 2002.

(2)      Address: 11 Commerce Drive, Cranford, New Jersey 07016. The Mack Group
         (which is not a legal entity) is composed of, among others, William L.
         Mack, the Chairman of the Board of Directors of the Corporation, Earle
         I. Mack, a director of the Corporation, David Mack and Fredric Mack,
         each a member of the Corporation's Advisory Board, their immediate
         family members and related trusts, and Mitchell E. Hersh, the Chief
         Executive Officer and a director of the Corporation. Share information
         is furnished in reliance on the Schedule 13G/A dated February 14, 2002
         of the Mack Group filed with the SEC, which represents holdings as of
         December 31, 2001. This number represents shares for which the Mack
         Group has shared dispositive and voting power, and includes 3,361,560
         common Units and 210,821 preferred Units convertible into 6,084,300
         common Units, for a total of 9,445,860 common Units, redeemable for
         shares of Common Stock on a one-for-one basis, 1,681,368 vested Unit
         Warrants redeemable for shares of Common Stock and 415,976 vested stock
         options and warrants to purchase shares of Common Stock.

(3)      Address: 125 Lincoln Avenue, Santa Fe, New Mexico 87501. Share
         information is furnished in reliance on the Schedule 13G dated February
         13, 2002 of Security Capital Group Incorporated ("SCGI") filed with the
         SEC, which represents holdings as of December 31, 2001. This number
         represents shares for which SCGI has shared dispositive and voting
         power by virtue of its position as the parent of Security Capital
         Research & Management Incorporated.

(4)      Address: 9601 Wilshire Boulevard, Suite 800, Beverly Hills, California
         90210. Share information is furnished in reliance on the Schedule 13G
         dated February 13, 2002 of Pacific Financial Research, Inc. ("Pacific")
         filed with the SEC, which represents holdings as of December 31, 2001.
         This number represents shares for which Pacific has sole dispositive
         power, and includes 3,524,500 shares for which Pacific has sole voting
         power and 237,500 shares for which Pacific has no voting power.



                                       17
<Page>

(5)      Address: 757 Third Avenue, New York, New York 10017. Based upon
         information provided to the Corporation by Cohen & Steers Capital
         Management, Inc. ("Cohen & Steers"), the Corporation believes that such
         shares are held for investment advisory clients and that Cohen & Steers
         disclaims beneficial ownership of those shares. Share information is
         furnished in reliance on the Schedule 13G/A dated February 13, 2002 of
         Cohen & Steers filed with the SEC, which represents holdings as of
         December 31, 2001. This number represents shares for which Cohen &
         Steers has sole dispositive power and includes 3,066,740 shares for
         which it has sole voting power.

4.       ITEM 13 IS HEREBY AMENDED AND RESTATED AS FOLLOWS:

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         CALI AGREEMENT. On June 27, 2000, both Brant Cali and John R. Cali
resigned their positions as officers of the Corporation, and Brant Cali resigned
as a director of the Corporation. John R. Cali was appointed to the Board of
Directors of the Corporation to take the seat previously held by Brant Cali. As
required by Brant Cali and John R. Cali's former employment agreements with the
Corporation, among other things, the Corporation will permit Brant Cali and John
R. Cali (and their dependents) to participate in the health and disability
insurance programs of the Corporation for a period of four years from such date.

         In connection with Brant Cali and John R. Cali's resignations, if
either John J. Cali or John R. Cali resign or are removed from the Board of
Directors during their terms (which expire in 2003), the members of the Cali
family are entitled to designate a successor to John J. Cali, John R. Cali, or
both. Any such successor will be subject to the prior approval of the Board of
Directors, which approval shall not be unreasonably withheld. In addition, for
as long as members of the Cali family (or entities wholly owned by the Cali
family, Cali family trusts or the heirs of any member of the Cali Group maintain
at least the "Minimum Percentage" (as defined below) of the Cali family's
aggregate equity position in the Units in the Operating Partnership (measured
exactly as it existed on June 27, 2000), the Corporation has agreed to nominate
one designee of the Cali family for election to the Board of Directors at each
of the 2003 and 2006 annual meeting of stockholders, provided such person shall
be subject to the prior approval of the Board of Directors, which approval shall
not be unreasonably withheld. "Minimum Percentage" shall mean (i) 90% or (ii)
87.5%, if the Cali family's aggregate equity position in the Units in the
Operating Partnership is reduced below 90% solely as a result of sales of Units
by the Operating Partnership to the Corporation.

         For as long as (i) the Cali family is represented on the Board of
Directors, (ii) the Cali family (or entities wholly owned by the Cali family,
Cali family trusts, or the heirs of any member of the Cali Group) maintains at
least the Minimum Percentage of the Cali family's aggregate equity position in
the Units of the Operating Partnership (measured exactly as it existed on June
27, 2000) and (iii) the Board of Directors determines in its reasonable
discretion to continue the Executive Committee of the Board of Directors, the
Cali family shall be entitled to designate John R. Cali or another
Cali-designated board member to serve as a member of the Executive Committee of
the Board of Directors, provided such person shall be subject to the prior
approval of the Board of Directors, which approval may not be unreasonably
withheld.

         Pursuant to the Cali Agreement, John J. Cali serves as a consultant to
the Corporation and is paid an annual salary of $150,000 until June 27, 2003.

         MACK AGREEMENT. In connection with the Corporation's combination with
the Mack organization in December 1997, William L. Mack, Mitchell E. Hersh and
Earle I. Mack were appointed to the Corporation's Board of Directors. If any of
Messrs. Mack or Mr. Hersh shall withdraw from the Board of Directors for any
reason during their terms, the members of the Mack Group are entitled to
designate their successors. In addition, for as long as members of the Mack
Group maintain at least the "Mack Significant


                                       18
<Page>

Interest" (as defined below), the Mack Group has the right to re-nominate, and
the Corporation will support, Messrs. Mack and Hersh (or their successors) for
re-election to the Board of Directors for successive three-year terms upon the
expiration of each three-year term. "Mack Significant Interest" shall mean legal
and beneficial ownership, in the aggregate, of not less than 3,174,603 shares of
Common Stock and/or Units (on a fully converted basis) by Earle Mack, David
Mack, Frederic Mack and William Mack, subject to certain restrictions and to
adjustment for stock splits and other customary and similar stock dilutions.

         ROBERT MARTIN AGREEMENT. In connection with the Corporation's
acquisition of 65 Class A properties from Robert Martin in January 1997, as
subsequently modified, the Corporation granted Robert Martin the right to
designate one RM Board Seat. Robert Martin has designated Martin S. Berger and
Robert F. Weinberg to jointly share the RM Board Seat as follows: Mr. Weinberg
served as a member of the Board of Directors of the Corporation from January
1997 until December 1, 1998, at which time Mr. Weinberg resigned and Mr. Berger
was appointed to serve in such capacity. Upon his resignation from the Board,
Mr. Weinberg became a member of the Advisory Board. Mr. Berger served as a
member of the Board of Directors of the Corporation from December 1, 1998 until
March 6, 2001, at which time Mr. Berger resigned and Mr. Weinberg was appointed
to serve in such capacity until the Corporation's 2003 annual meeting of
stockholders. Upon his resignation from the Board, Mr. Berger became a member of
the Advisory Board. If the Corporation elects to nominate for re-election to its
Board of Directors a designee of Robert Martin at the Corporation's 2003 annual
meeting of stockholders, then Mr. Berger and Mr. Weinberg have agreed that Mr.
Berger will be so nominated and the seat will be rotated among Mr. Berger and
Mr. Weinberg every 12 months commencing on the 12 month anniversary of the 2003
annual meeting of stockholders. Upon the death of Mr. Berger or Mr. Weinberg,
the surviving person shall solely fill the remainder of the term of the RM Board
Seat.

         TAX PROTECTION AGREEMENTS. The Corporation may not dispose of or
distribute certain of its properties, currently comprising 141 properties with
an aggregate net book value of approximately $1.9 billion (as of December 31,
2001), which were originally contributed by members of either the Mack Group
(which includes William L. Mack, director; Earle I. Mack, director; and Mitchell
E. Hersh, chief executive officer and director), the Robert Martin Group (which
includes Robert F. Weinberg, director; Martin W. Berger, a former director and a
member of the Corporation's Advisory Board; Timothy M. Jones, president; and
Michael A. Grossman, executive vice president) or the Cali Group (which includes
John J. Cali, director, and John R. Cali, director), without the express written
consent of a representative of the Mack Group, the Robert Martin Group or the
Cali Group, as applicable, except in a manner which does not result in
recognition of any built-in-gain (which may result in an income tax liability)
or which reimburses the appropriate Mack Group, Robert Martin Group or Cali
Group members for the tax consequences of the recognition of such built-in-gains
(collectively, the "Property Lock-Ups"). The aforementioned restrictions do not
apply in the event that the Corporation sells all of its properties or in
connection with a sale transaction which the Corporation's Board of Directors
determines is reasonably necessary to satisfy a material monetary default on any
unsecured debt, judgment or liability of the Corporation or to cure any material
monetary default on any mortgage secured by a property. The Property Lock-Ups
expire periodically through 2008. Upon the expiration of the Property Lock-Ups,
the Corporation is required to use commercially reasonable efforts to prevent
any sale, transfer or other disposition of the subject properties from resulting
in the recognition of built-in gain to the appropriate Mack Group, Robert Martin
Group or Cali Group members.

         ACQUISITIONS AND OTHER TRANSACTIONS. Certain directors and executive
officers of the Corporation (or members of their immediate families or related
trusts) and persons who hold more than 5% of the outstanding shares of Common
Stock (or Units in the Operating Partnership) had direct or indirect interests
in certain transactions involving the Corporation, the Operating Partnership or
their affiliates in the last fiscal year as follows:



                                       19
<Page>

o        William L. Mack, a director of the Corporation, is a principal in the
         Apollo real estate funds, which owns approximately a 7.5% interest in
         Insignia/ESG, Inc. ("Insignia"), a publicly-traded commercial leasing
         and real estate services company. The Corporation has paid Insignia
         commissions in the amount of approximately $2,758,000 for the year
         ended December 31, 2001 on numerous leasing transactions, as well as
         for the sale of one of its properties. In addition, American Financial
         Exchange, an unconsolidated joint venture in which the Corporation has
         a 50% interest, has paid Insignia approximately $1,305,000 in
         commissions for the year ended December 31, 2001. The Corporation
         currently has engaged Insignia as its exclusive leasing agent at
         Harborside Financial Center, as well as the Corporation's broker for
         the sales of certain of its properties. Additionally, an affiliate of
         Insignia leases 40,404 square feet of office space at one of the
         Corporation's properties, which is scheduled to expire in June 2003.
         The Corporation recognized $836,000 in revenue under this lease for the
         year ended December 31, 2001, and had no accounts receivable as of such
         date.

o        William L. Mack, a director of the Corporation, and Earle I. Mack, a
         director of the Corporation, are the executive officers, directors and
         stockholders of a corporation that entered into a lease in 2000 at one
         of the Corporation's office properties, for approximately 7,801 square
         feet, which is scheduled to expire November 2005. The Corporation has
         recognized $217,000 in revenue under this lease for the year ended
         December 31, 2001, and had no accounts receivable as of such date.

o        The Corporation is an investor in ARCap Investors, L.L.C., a joint
         venture with several participants, which was formed to invest in
         sub-investment grade tranches of commercial mortgage-backed securities.
         The Corporation has invested $20,000,000 in the joint venture. William
         L. Mack, a director of the Corporation, is a principal of an entity
         that owns approximately 28% of the joint venture and has nominated a
         member of its board of directors. At December 31, 2001, the joint
         venture held approximately $595,937,000 of assets, comprised
         principally of subordinated commercial mortgage-backed securities
         recorded at market value.

o        The Corporation has engaged certain entities (the "RMC Entities"),
         whose principals include Martin S. Berger, a former director of the
         Corporation and a member of the Corporation's Advisory Board, Robert F.
         Weinberg, a director of the Corporation, and Timothy M. Jones,
         President of the Corporation, to perform management, leasing and
         construction-related services for certain of the Corporation's
         properties. During 2001, the Corporation paid these RMC Entities
         approximately $77,000 for such services.

o        On August 3, 2001, the Corporation acquired from certain RMC Entities
         two office/flex properties aggregating 168,177 square feet located in
         Hawthorne, Westchester County, New York, for a total cost of
         approximately $14,846,000.

o        On September 13, 2001, the Corporation acquired from certain RMC
         Entities approximately five acres of developable land located in
         Elmsford, Westchester County, New York, for approximately $1,000,000.
         The Corporation has commenced construction of a fully pre-leased 33,000
         square foot office/flex building on the acquired land.

o        The Corporation has a loan payable of $500,000 to a RMC Entity in
         connection with the Corporation's acquisition in May 1999 of 2.5 acres
         of land, which the Corporation acquired for a total cost of
         approximately $2,200,000, of which $1,500,000 was paid in cash. The
         loan


                                       20
<Page>

         requires quarterly payments of interest only at an annual interest rate
         of 10.5%. Payment of the principal is contingent upon the tenant's
         status in 2002. The Corporation incurred $53,000 in interest expense
         for the year ended December 31, 2001 in connection with this loan.

o        The Corporation provides management, leasing and related services to
         properties in which RMC Entities have an ownership interest. The
         Corporation recognized approximately $2,072,000 in revenues from these
         RMC Entities for the year ended December 31, 2001, and had no accounts
         receivables as of such date.

o        A RMC Entity leases space at one of the Corporation's office properties
         for approximately 3,330 square feet, which is scheduled to expire in
         August 2002. The Corporation has recognized $89,000 in revenue under
         this lease for the year ended December 31, 2001, and had no accounts
         receivable due from the RMC Entity as of such date.

o        Vincent Tese, a director of the Corporation, also is currently a member
         of the board of directors of Cablevision, Inc., who, through its
         affiliates, leases an aggregate of 58,885 square feet of office space,
         and has several telecom licensing agreements, at the Corporation's
         properties. The Corporation recognized approximately $1,101,000 in
         total revenue from affiliates of Cablevision, Inc. for the year ended
         December 31, 2001, and had accounts receivable of $7,000 as of such
         date.

o        William L. Mack and Vincent Tese, both directors of the Corporation,
         also currently are members of the board of directors of Bear, Stearns &
         Co. Inc. Roy Zuckerberg, a director of the Corporation, also is
         currently a member of the board of directors of Goldman Sachs & Co.
         Bear Stearns & Co. Inc. and Goldman Sachs & Co. both have acted as
         underwriters on several of the Operating Partnership's previously
         completed public debt offerings.

o        The son of Martin S. Berger, a former director of the Corporation, who
         also was a former officer of the Corporation, served as an officer of
         and continues to have a financial interest in, a company which provides
         cleaning and other related services to certain of the Corporation's
         properties. The Corporation has incurred costs from this company of
         approximately $4,674,000 for the year ended December 31, 2001, and had
         accounts payable of approximately $4,000 to this company as of such
         date.

o        In 2001, the director accounts of Nathan Gantcher, Martin D. Gruss,
         William L. Mack, Alan G. Philibosian, Irvin D. Reid, Vincent Tese, and
         Roy J. Zuckerberg were credited with a stock dividend in the amount of
         126.623, 147.313, 147.313, 73.656, 147.313, 147.313 and 126.623,
         respectively, pursuant to the Directors' Deferred Compensation Plan,
         whereby each non-employee director is entitled to defer all or a
         specified portion of the annual compensation to be paid to such
         director. See "Directors' Deferred Compensation Plan".




                                       21
<Page>




                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                      Mack-Cali Realty, L.P.
                                      ------------------------------------
                                      (Registrant)

                                      By: Mack-Cali Realty Corporation,
                                             its General Partner


Date: April 5, 2002                   By:   /s/ Barry Lefkowitz
                                           -------------------------------
                                           Barry Lefkowitz
                                           Executive Vice President and Chief
                                           Financial Officer

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:

<Table>
<Caption>
        SIGNATURE              TITLE                                           DATE
<S>                            <C>                                        <C>
   /s/ William L. Mack         Chairman of the Board                      April 5, 2002
   ---------------------
     William L. Mack

  /s/ Mitchell E. Hersh        Chief Executive Officer and Director       April 5, 2002
-------------------------
    Mitchell E. Hersh

    /s/ Barry Lekowitz         Executive Vice President and               April 5, 2002
  ----------------------         Chief Financial Officer
     Barry Lefkowitz

     /s/ John J. Cali          Director                                   April 5, 2002
   --------------------
       John J. Cali

   /s/ Brendan T. Byrne        Director                                   April 5, 2002
 ------------------------
     Brendan T. Byrne

     /s/ John R. Cali          Director                                   April 5, 2002
   --------------------
       John R. Cali

   /s/ Nathan Gantcher         Director                                   April 5, 2002
 -----------------------
     Nathan Gantcher


<Page>

    /s/ Marin D. Gruss         Director                                   April 5, 2002
  ----------------------
     Martin D. Gruss

    /s/ Earle I. Mack          Director                                   April 5, 2002
  ---------------------
      Earle I. Mack

  /s/ Alan G. Philibosian      Director                                   April 5, 2002
--------------------------
   Alan G. Philibosian

    /s/ Irvin D. Reid          Director                                   April 5, 2002
  ---------------------
      Irvin D. Reid

     /s/ Vincent Tese          Director                                   April 5, 2002
   --------------------
       Vincent Tese

  /s/ Robert F. Weinberg       Director                                   April 5, 2002
--------------------------
    Robert F. Weinberg

  /s/ Roy J. Zuckerberg        Director                                   April 5, 2002
-------------------------
    Roy J. Zuckerberg
</Table>