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Exhibit 4.1  


 
  DEPOSIT AGREEMENT    
  


        This Deposit Agreement, dated March 14, 2003, is entered into by and among Mack-Cali Realty Corporation, a Maryland corporation (together with
its successors, the "Company"), EquiServe Trust Company, N.A., a national banking association (together with any successor as depositary hereunder, the "Depositary"), and the holders from time to time
of the Depositary Receipts described herein. 


WITNESSETH:



        WHEREAS
the parties hereto desire to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of shares of Stock (as hereinafter defined) of the Company with the
Depositary for the purposes set forth in this Deposit Agreement and for the issuance hereunder of Depositary Receipts evidencing Depositary Shares in respect of the Stock so deposited; and 


        WHEREAS
the Depositary Receipts are to be substantially in the form of Exhibit A attached hereto, with appropriate insertions, modifications and omissions, as hereinafter provided
in this Deposit Agreement; 


        NOW,
THEREFORE, in consideration of the promises contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 


 
 

ARTICLE I
  
    DEFINITIONS    
  


        The following definitions shall for all purposes, unless otherwise indicated, apply to the respective terms used in this Deposit Agreement and the Depositary
Receipts: 


        "Articles"
means the articles supplementary filed with the State Department of Assessment and Taxation of Maryland establishing the Stock as a series of preferred stock of the Company. 


        "Deposit
Agreement" means this Deposit Agreement, as amended or supplemented from time to time. 


        "Depositary"
means EquiServe Trust Company, N.A., and any successor as Depositary hereunder. 



        "Depositary
Shares" means Depositary Shares evidenced by a Depositary Receipt or Depositary Receipts issued hereunder, and representing the interests in the Stock deposited with the
Depositary hereunder. Each Depositary Share shall, as provided herein, represent a 1/100 interest in a share of Stock and the same proportionate interest in any and all other property received by the
Depositary in respect of such shares of Stock and held at the time under this Deposit Agreement. 


        "Depositary's
Agent" means an agent appointed by the Depositary pursuant to Section 7.5 hereof. 


        "Depositary's
Office" means the office of the Depositary at which its depositary receipt business shall be administered. 



        "Depositary
Receipt" means a depositary receipt issued hereunder, substantially in the form of Exhibit A attached hereto, whether in definitive or temporary forms and evidencing a
Depositary Share or Depositary Shares. 


        "Record
Holder" as applied with respect to a Depositary Share means the person in whose name a Depositary Receipt evidencing such Depositary Share is registered on the books of the
Depositary maintained for such purpose. 


        "Redemption
Date" shall have the meaning set forth in Section 2.3 hereof. 


        "Registrar"
means any bank or trust company that shall be appointed to register ownership and transfers of Depositary Receipts as herein provided. 





 



        "Stock"
means shares of the Company's 8% Series C Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share. 


 
 

ARTICLE II
  
    FORM OF DEPOSITARY RECEIPTS, DEPOSIT OF STOCK, EXECUTION AND DELIVERY,
  TRANSFER, SURRENDER, AND REDEMPTION OF DEPOSITARY RECEIPTS    
  


        SECTION
2.1    Deposit of Stock; Execution and Delivery of Depositary Receipts in Respect Thereof.    Subject to the
terms and conditions of this Deposit Agreement, the Company may from time to time deposit shares of Stock under this Deposit Agreement by delivery to the Depositary of a certificate or certificates
for the stock to be deposited, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary,
together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement, and together with a written order of the Company directing the
Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Depositary Receipt or Depositary Receipts for the number of Depositary Shares relating
to such deposited Stock. 


        Deposited
Stock shall be held by the Depositary at the Depositary's Office or at such other place or places in the State of New Jersey as the Depositary shall determine. 



        Upon
receipt by the Depositary of a certificate or certificates for Stock deposited in accordance with the provisions of this Section, together with the other documents required as above
specified, and upon recordation of the Stock so deposited on the books of the Company in the name of the Depositary or its nominee, the Depositary, subject to the terms and conditions of this Deposit
Agreement, shall execute and deliver to or upon the order of the person or persons named in the written order delivered to the Depositary referred to in the first paragraph of this Section, a
Depositary Receipt or Depositary Receipts for the number of Depositary Shares relating to the Stock so deposited and registered in such
name or names as may be requested by such person or persons. The Depositary shall execute and deliver such Depositary Receipt or Depositary Receipts at the Depositary's Office or such other offices,
if any, as the Depositary may designate if requested by any such person or persons. Delivery at other offices shall be at the risk and expense of the person requesting such delivery. 


        Other
than in the case of splits, combinations or other reclassifications affecting the Stock, or in the case of dividends or other distributions of Stock, if any, there shall be
deposited hereunder not more than ten thousand (10,000) shares of Stock. 


        SECTION
2.2    Form and Transfer of Depositary Receipts.    Definitive Depositary Receipts shall be engraved or
printed or lithographed and shall be substantially in the form set forth in Exhibit A annexed to this Deposit Agreement, with appropriate
insertions, modifications and omissions, as hereinafter provided. Pending the preparation of definitive Depositary Receipts, the Depositary, upon the written order of the Company delivered in
compliance with Section 2.1, shall execute and deliver temporary Depositary Receipts that are printed, lithographed, typewritten, mimeographed or otherwise substantially of the tenor of the
definitive Depositary Receipts in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the persons executing such Depositary Receipts
may determine, as evidenced by their execution of such Depositary Receipts. If temporary Depositary Receipts are issued, the Company and the Depositary will cause definitive Depositary Receipts to be
prepared without unreasonable delay. After the preparation of definitive Depositary Receipts, the temporary Depositary Receipts shall be exchangeable for definitive Depositary Receipts upon surrender
of the temporary Depositary Receipts at an office designated by the Depositary as contemplated by the third paragraph of Section 2.1, without charge to the holder. Upon surrender for
cancellation of any one or more temporary Depositary Receipts, the Depositary shall 


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execute and deliver in exchange therefor definitive Depositary Receipts representing the same number of Depositary Shares as are represented by the surrendered temporary Depositary Receipt or
Depositary Receipts. Such exchange shall be made at the Company's expense and without any charge therefor. Until so exchanged, the temporary Depositary Receipts shall in all respects be entitled to
the same benefits under this Deposit Agreement, and with respect to the Stock, as definitive Depositary Receipts. 


        Depositary
Receipts shall be executed by the Depositary by the manual signature of a duly authorized officer of the Depositary; provided,  however, that such signature
may be a facsimile if a Registrar for the Depositary Receipts (other than the Depositary) shall have been appointed and
such Depositary Receipts are countersigned by manual signature of a duly authorized officer of the Registrar. No Depositary Receipt shall be entitled to any benefits under this Deposit Agreement or be
valid or obligatory for any purpose unless it shall have been executed manually by a duly authorized officer of the Depositary or, if a Registrar for the Depositary Receipts (other than the
Depositary) shall have been appointed, by facsimile signature of a duly authorized officer of the Depositary and countersigned manually by a duly authorized officer of such Registrar. The Depositary
shall record on its books each Depositary Receipt so signed and delivered as hereinafter provided. 


        Depositary
Receipts shall be in denominations of any number of whole Depositary Shares. 


        Depositary
Receipts may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Deposit Agreement as
may be required by the Company or the Depositary or required to comply with any applicable law or any regulations of any securities exchange upon which the Stock, the Depositary Shares or the
Depositary Receipts may be listed or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Depositary Receipts are subject. 


        Title
to Depositary Shares evidenced by a Depositary Receipt that is properly endorsed, or accompanied by a properly executed instrument of transfer, shall be transferable by delivery
with the same effect as in the case of a negotiable instrument; provided, however, that until transfer of a Depositary Share shall be registered on the
books of the Depositary as provided in Section 2.4, the Depositary may, notwithstanding any notice to the contrary, treat the Record Holder thereof at such time as the absolute owner thereof
for the purpose of determining the person entitled to distributions of dividends or other distributions or to any notice provided for in this Deposit Agreement and for all other purposes. 


        SECTION
2.3    Redemption of Stock.    


        Whenever
the Company shall elect to redeem shares of Stock in accordance with the provisions of the Articles, it shall (unless otherwise agreed in writing with the Depositary) mail
notice to the Depositary of such proposed redemption, by first class mail, postage prepaid not less than 30 or more than 60 days prior to the date fixed for redemption of Stock in accordance
with Section 6(c)(i) of the Articles. On the date of such redemption, provided that the Company shall then have paid in full to the Depositary the redemption price of the Stock to be
redeemed, as set forth in the Articles, plus any accrued and unpaid dividends thereon (the "Redemption Price"), the Depositary shall redeem the Depositary Shares relating to such Stock. The Depositary
shall mail notice of such redemption and the proposed simultaneous redemption of the number of Depositary Shares relating to the Stock to be redeemed, by first-class mail, postage prepaid, not less
than 30 and not more than 60 days prior to the date fixed for redemption of such Stock and Depositary Shares (the "Redemption Date"), to the Record Holders of the Depositary Shares to be so
redeemed, at the addresses of such holders as they appear on the records of the Depositary; but neither failure to mail any such notice to one or more such holders nor any defect in any notice to one
or more such holders shall affect the sufficiency of the proceedings for redemption as to other holders. Each such notice shall state: (i) the Redemption Date; (ii) the number of
Depositary Shares to be redeemed and, if less than all the Depositary Shares held by 


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any such holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (iii) the Redemption Price; (iv) the place or places where Depositary
Receipts evidencing Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Stock underlying the Depositary Shares to be redeemed
will cease to accrue and accumulate at the close of business on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so
redeemed shall be selected pro rata or by such other equitable method as may be determined by the Depositary to be equitable. 


        If
the Redemption Date is after the record date for determining holders of Depositary Shares entitled to any dividend or distribution, such dividend or distribution shall be payable to
the holders of such Depositary Shares at the close of business on such record date, notwithstanding such redemption. 



        Notice
having been mailed by the Depositary as aforesaid, from and after the Redemption Date (unless the Company shall have failed to redeem the shares of Stock to be redeemed by it as
set forth in the Company's notice provided for in the preceding paragraph), all dividends in respect of the Depositary Shares so called for redemption shall cease to accrue and accumulate, the
Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, all rights of the holders of Depositary Receipts evidencing such Depositary Shares (except
(i) the right to receive the Redemption Price, and (ii) the right to receive dividends the record date for which is prior to the Exchange Date or Redemption Date, as set forth in the
preceding paragraph) shall, to the extent of such Depositary Shares, cease and terminate and, upon surrender in accordance with such notice of the Depositary Receipts evidencing any such Depositary
Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be redeemed by the Depositary at the Redemption Price. 


        If
less than all the Depositary Shares evidenced by a Depositary Receipt are called for redemption, the Depositary will deliver to the holder of such Depositary Receipt upon its
surrender to the Depositary, together with the redemption payment, a new Depositary Receipt evidencing the Depositary Shares evidenced by such prior Depositary Receipt and not called for redemption. 



        SECTION
2.4    Registration of Transfer of Depositary Receipts.    Subject to the terms and conditions of this Deposit
Agreement, the Depositary shall register on its books from time to time transfers of Depositary Shares upon any surrender of the Depositary Receipt or Depositary Receipts evidencing such Depositary
Shares by the holder in person or by duly authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer. Thereupon the Depositary shall execute a new Depositary
Receipt or Depositary Receipts evidencing the same aggregate number of Depositary Shares as those evidenced by the Depositary Receipt or Depositary Receipts surrendered and deliver such new Depositary
Receipt or Depositary Receipts to or upon the order of the person entitled thereto. 


        SECTION
2.5    Split-ups and Combinations of Depositary Receipts: Surrender of Depositary Shares and Withdrawal of
Stock.    Upon surrender of a Depositary Receipt or Depositary Receipts at the Depositary's Office or at such other offices as it may designate for the purpose of
effecting a split-up or combination of such Depositary Receipt or Depositary Receipts, and subject to the terms and conditions of this Deposit Agreement, the Depositary shall execute and
deliver a new Depositary Receipt or Depositary Receipts in the denominations requested, evidencing the aggregate number of Depositary Shares evidenced by Depositary Receipt or Depositary Receipts
surrendered. 


        Any
holder of Depositary Shares may withdraw the number of whole shares of Stock underlying such Depositary Shares and all money and other property, if any, underlying such Depositary
Shares by surrendering Depositary Receipts evidencing such Depositary Shares at the Depositary's Office or at
such other offices as the Depositary may designate for such withdrawals. Thereafter, without unreasonable delay, the Depositary shall deliver to such holder, or to the person or persons designated by
such holder as hereinafter provided, the number of whole shares of Stock and all money and other 


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property, if any, underlying the Depositary Shares so surrendered for withdrawal, but holders of such whole shares of Stock will not thereafter be entitled to deposit such Stock hereunder or to
receive Depositary Receipts evidencing Depositary Shares therefor. If a Depositary Receipt delivered by a holder to the Depositary in connection with such withdrawal shall evidence a number of
Depositary Shares relating to other than a number of whole shares of Stock, the Depositary shall at the same time, in addition to such number of whole shares of Stock and such money and other
property, if any, to be so withdrawn, deliver to such holder, or (subject to Section 3.2) upon his or her order, a new Depositary Receipt evidencing such excess number of Depositary Shares. In
no event will fractional shares of Stock be distributed by the Depositary. Delivery of the Stock and money and other property being withdrawn may be made by delivery of such certificates, documents of
title and other instruments as the Depositary may deem appropriate. 


        If
the Stock and the money and other property being withdrawn are to be delivered to a person or persons other than the Record Holder of the Depositary Shares evidenced by the Depositary
Receipts being surrendered for withdrawal of Stock, such holder shall execute and deliver to the Depositary a written order so directing the Depositary, and the Depositary may require that the
Depositary Receipt or Depositary Receipts surrendered by such bolder for withdrawal of such shares of Stock be properly endorsed in blank or accompanied by a properly executed instrument of transfer. 



        Delivery
of the Stock and money and other property, if any, underlying the Depositary Shares surrendered for withdrawal shall be made by the Depositary at the Depositary's Office, except
that, at the request, risk and expense of the holder surrendering such Depositary Shares and for the account of such holder, such delivery may be made at such other place as may be designated by such
holder. 


        SECTION
2.6    Limitations on Execution and Delivery Transfer; Surrender and Exchange of Depositary Receipts.    As a
condition precedent to the execution and delivery, registration of transfer, split-up, combination, surrender or exchange of any Depositary Receipt, the Depositary, any of the Depositary's
Agents or the Company may require payment to it of a sum sufficient for the payment (or, in the event that the Depositary or the Company shall have made such payment, the reimbursement to it) of any
charges or expenses payable by the holder of a Depositary Receipt pursuant to Section 5.7, may require the production of evidence satisfactory to it as to the identity and genuineness of any
signature and may also require compliance with such regulations, if any, as the Depositary or the Company may establish consistent with the provisions of this Deposit Agreement. 


        The
delivery of Depositary Receipts against Stock may be suspended, the registration of transfer of Depositary Shares may be refused and the registration of transfer, surrender or
exchange of outstanding Depositary Shares may be suspended (i) during any period when the register of stockholders of the Company is closed or (ii) if any such action is deemed necessary
or advisable by the Depositary, any of the Depositary's Agents or the Company at any time from time to time because of
any requirement of law or of any government or governmental body or commission or under any provision of this Deposit Agreement. 


        SECTION
2.7    Lost Depositary Receipts, etc.    In case any Depositary Receipt shall be mutilated, destroyed, lost or
stolen, the Depositary in its discretion may execute and deliver a Depositary Receipt of like form and tenor in exchange and substitution for such mutilated Depositary Receipt, or in lieu of and in
substitution for such destroyed, lost or stolen Depositary Receipt, upon (i) the filing by the holder thereof with the Depositary of evidence satisfactory to the Depositary of such destruction
or loss or theft of such Depositary Receipt, or the authenticity thereof and of his or her ownership thereof and (ii) the furnishing to the Depositary of reasonable indemnification satisfactory
to it. 


        SECTION
2.8    Cancellation and Destruction of Surrendered Depositary Receipts.    All Depositary Receipts surrendered
to the Depositary or any Depositary's Agent shall be canceled by the Depositary. Except as prohibited by applicable law or regulation, the Depositary is authorized to destroy all Depositary Receipts
so canceled. 


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ARTICLE III
  
    CERTAIN OBLIGATIONS OF THE HOLDERS
  OF DEPOSITARY RECEIPTS AND THE COMPANY    
  


        SECTION
3.1    Filing Proofs Certificates and Other Information.    Any holder of a Depositary Share may be required
from time to time to file such proof of residence, or other matters or other information, to execute such certificates and to make such representations and warranties as the Depositary or the Company
may reasonably deem necessary or proper. The Depositary or the Company may withhold the delivery, or delay the registration of transfer, redemption or exchange, of any Depositary Share or the
withdrawal of any Stock underlying Depositary Shares or the distribution of any dividend or other distribution or the sale of any rights or of the proceeds thereof until such proof or other
information is filed or such certificates are executed or such representations and warranties are made. 


        SECTION
3.2    Payment of Taxes or Other Governmental Charges.    Holders of Depositary Shares shall be obligated to
make payments to the Depositary of certain charges and expenses, as provided in Section 5.7. Registration of transfer of any Depositary Share or any withdrawal of Stock and delivery of all
money or other property, if any, underlying such Depositary Share may be refused until any such payment due is made, and any dividends or other distributions may be withheld or all or any part of the
Stock or other property relating to such Depositary Shares and not theretofore sold may be sold for the account of the holder thereof (after attempting by reasonable means to notify such holder prior
to such sale), and such dividends or other distributions or the proceeds of any such sale may be applied to any payment of such charges or expenses, the holder of such Depositary Share remaining
liable for any deficiency. 


        SECTION
3.3    Warranty as to Stock.    The Company hereby represents and warrants that the Stock, when issued, will
be validly issued, fully paid and nonassessable. Such representation and warranty shall survive the deposit of the Stock and the issuance of the Depositary Receipts. 


 
 

ARTICLE IV
  
    THE DEPOSITED SECURITIES; NOTICES    
  



        SECTION
4.1    Cash Distributions.    Whenever the Depositary shall receive any cash dividend or other cash
distribution on the Stock, the Depositary shall, subject to Sections 3.1 and 3.2, promptly distribute to the Record Holder of Depositary Shares on the record date fixed pursuant to Section 4.4
such amounts of such dividend or distribution as are, as nearly as practicable in proportion to the respective numbers of Depositary Shares held by such holders;  provided, however, that in case the Company or the Depositary shall be required to withhold and shall
withhold from any cash dividend or other cash distribution in respect of the Stock an amount on account of taxes, the amount made available for distribution or distributed in respect of Depositary
Shares to the Record Holders shall be reduced accordingly. Fractions will be rounded down to the nearest whole cent. 


        SECTION
4.2    Distributions Other than Cash.    Whenever the Depositary shall receive any distribution other than
cash on the Stock, the Depositary shall, subject to Sections 3.1 and 3.2, promptly distribute to the Record Holders of Depositary Shares on the record date fixed pursuant to Section 4.4 such
amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares held by such holders, in any manner that the
Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such Record Holders, or if
for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes or governmental charges) the Depositary deems, after consultation with the
Company, such distribution not to be feasible, the Depositary may, with the 


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written approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the
securities or property thus received, or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2,
be distributed or made available for distribution, as the case may be, by the Depositary to the Record Holders of Depositary Shares entitled thereto as provided by Section 4.1 in the case of a
distribution received in cash. The Company shall not make any distribution of such securities unless the Company shall have
provided an opinion of counsel to the effect that such securities have been registered under the Securities Act of 1933, as amended (the "1933 Act"), or do not need to be so registered. 


        SECTION
4.3    Subscription Rights, Preferences or Privileges.    If the Company shall at any time offer or cause to
be offered to the persons in whose names Stock is recorded on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences
or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the Record Holders of Depositary Shares in such manner as
the Depositary may determine, either by the issue to such Record Holders of warrants representing such rights, preferences or privileges or by such other method as may be approved by the Depositary
with the written approval of the Company; provided, however, that (a) if at the time of issue or offer of any such rights, preferences or privileges the Depositary determines that it is not
lawful or (after consultation with the Company) not feasible to make such rights, preferences or privileges available to holders of Depositary Shares by the issuance of warrants or otherwise, or
(b) if and to the extent so instructed by holders of Depositary Shares who do not desire to exercise such rights, preferences or privileges, then the Depositary, in its discretion (with the
approval of the Company, in any case where the Depositary has determined that it is not feasible to make such rights, preferences or privileges available), may, if applicable laws or the terms of such
rights, preferences or privileges permit such transfer, sell such rights, preferences or privileges at public or private sale, at such place or places and upon such terms as it may deem proper. The
net proceeds of any such sale shall, subject to Section 3.1 and 3.2, be distributed by the Depositary to the Record Holders of Depositary Shares entitled thereto as provided by
Section 4.1 in the case of a distribution received in cash. The Company shall not make any distribution of such rights, preferences or privileges unless the Company shall have provided an
opinion of counsel to the Depositary to the effect that such rights, preferences or privileges have been registered under the 1933 Act or do not need to be registered. 


        If
registration under the 1933 Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Depositary Shares to be offered or sold the
securities to which such rights, preferences or privileges relate, the Company agrees with the Depositary that it will file promptly a registration statement pursuant to such Act with respect to such
rights, preferences or privileges and securities and use its best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the
expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of
Depositary Shares any right, preference or privilege to subscribe for or to purchase any securities unless and until such a registration statement shall have become effective, or unless the offering
and sale of such securities to such holders are exempt from registration under the provisions of such Act. 


        If
any other action under the laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or
privileges to be made available to the holders of Depositary Shares, the Company agrees with the Depositary that the Company will use its best efforts to take such action or obtain such authorization,
consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. 


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        SECTION
4.4    Notice of Dividends; Fixing of Record Date for Holders of Depositary Shares.    Whenever any cash
dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or if rights, preferences or privileges shall at any time be offered, with respect to the
Stock, or whenever the Depositary shall receive notice of any meeting at which holders of Stock are entitled to vote, or of which holders of Stock are entitled to notice, the Depositary shall in each
such instance fix a record date (which shall be the same date as the record date fixed by the Company with respect to the Stock) for the determination of the holders of Depositary Shares who shall be
entitled to receive a distribution in respect of such dividend, distribution, rights, preferences or privileges or the net proceeds of the sale thereof, or to give instructions for the exercise of
voting rights at any such meeting, or who shall be entitled to receive notice of such meeting. 


        SECTION
4.5    Voting Rights.    Upon receipt of notice of any meeting at which the holders of the Stock are entitled
to vote pursuant to the Articles, the Depositary shall, as soon as practicable thereafter, mail to the Record Holders of Depositary Shares a notice that shall be provided by the Company and that shall
contain (a) such information as is contained in such notice of meeting and (b) a statement informing holders of Depositary Shares that they may instruct the Depositary as to the exercise
of the voting rights pertaining to the amount of Stock underlying their respective Depositary Shares and a brief statement as to the manner in which such instructions may be given. Upon the written
request of the holders of Depositary Shares on the record date established in accordance with Section 4.4, the Depositary shall endeavor insofar as practicable to vote or cause to be voted, in
accordance with the instructions set forth in such requests, the maximum number of whole shares of Stock underlying the Depositary Shares as to which any particular voting instructions are received.
The Company hereby agrees to take all action that may be deemed necessary by the Depositary in order to enable the Depositary to vote such Stock or cause such Stock to be voted. In the absence of
specific instructions from the holder of a Depositary Share, the Depositary will refrain from voting to the extent of the Stock underlying the Depositary Shares. 


        SECTION
4.6    Changes Affecting Deposited Securities and Reclassifications. Recapitalizations, etc.    Upon any
change in par or liquidation value, split-up, combination or any other reclassification of the Stock, or upon any recapitalization, reorganization merger, amalgamation or consolidation
affecting the Company or to which it is a party, the Depositary shall, upon the instructions of the Company, (i) make such adjustments in (a) the fraction of an interest in one share of
Stock underlying one Depositary Share and (b) the ratio of the redemption price per Depositary Share to the redemption price of a share of the Stock, in each case as may be necessary fully to
reflect the effects of such change in par or liquidation value, split-up, combination or other reclassification of the Stock, or of such recapitalization, reorganization, merger,
amalgamation or consolidation and (ii) treat any securities that shall be received by the Depositary in exchange for or upon conversion of or in respect of the Stock as new deposited securities
so received in exchange for or upon conversion of or in respect of such Stock. In any such case the Depositary may in its discretion, with the approval of the Company, execute and deliver additional
Depositary Receipts, or may call for the surrender of all outstanding Depositary Receipts to be exchanged for new Depositary Receipts specifically describing such new deposited securities.
Furthermore, by mutual agreement of the Company and the Depositary, the Depositary may at any time make adjustments in (i) the fraction of an interest in one share of Stock underlying one
Depositary Share and (ii) the ratio of the redemption price or exchange price per Depositary Share to the redemption price or exchange price of a share of the Stock. 


        SECTION
4.7    Delivery of Reports.    The Depositary will forward to Record Holders of Depositary Receipts, at their
respective addresses appearing in the Depositary's books, all notices, reports and communications received from the Company that are delivered to the Depositary and that the Company is required to
furnish to the holders of Stock or Depositary Receipts. 


        SECTION
4.8    List of Holders.    Promptly upon each and every request from time to time by the Company, the
Depositary shall furnish to it a list, as of a recent date, of the names, addresses and 


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holdings of Depositary Shares of all persons in whose names Depositary Shares are registered on the books of the Depositary or Registrar, as the case may be. 


        SECTION
4.9    Restriction on Ownership and Transfer to Preserve Tax Benefit.    Notwithstanding any terms or
provisions to the contrary contained herein, to ensure that the Company remains qualified as a REIT for federal and state income tax purposes, the Depositary Shares shall be subject to the provisions
of Article VI of the Company's Charter pursuant to which, among other things, shares of Series C Preferred Stock owned by a stockholder in excess of the Ownership Limit shall
automatically be subject to the remedies set forth in such Article VI and may be redeemed by the Company in accordance with the Charter. 


 
 

ARTICLE V
  
    THE DEPOSITARY, THE DEPOSITARY'S AGENTS,
  THE REGISTRAR AND THE COMPANY    
  



        SECTION
5.1    Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar.    Upon execution of
this Deposit Agreement, the Depositary shall maintain at the Depositary's Offices, or at any Registrar's Office, at which the Depositary shall have complete access to all books and records maintained
on the Company's behalf, facilities for the execution and delivery, surrender and exchange of Depositary Receipts and the registration and registration of transfer of Depositary Shares, and at the
offices of the Depositary's agents, if any, facilities for the delivery, surrender and exchange of Depositary Receipts and the registration of transfer of Depositary Shares, all in accordance with the
provisions of this Deposit Agreement. 


        The
Depositary shall keep books at the Depositary's Office for the registration and registration of transfer of Depositary Shares, which books at all reasonable times shall be open for
inspection by the Record Holders of Depositary Shares; provided, however, that such inspection shall be for a proper purpose reasonably related to such person's interest as an owner of Depositary
Shares and any such
holder requesting to exercise such right shall certify such fact in writing to the Depositary and the Company. 


        The
Depositary may close such books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder. 



        If
the Depositary Receipts or the Depositary Shares evidenced thereby or the Stock underlying such Depositary Shares shall be listed on The New York Stock Exchange, the Depositary may,
with the approval of the Company, appoint a Registrar for registration of such Depositary Receipts or Depositary Shares in accordance with any requirements of such exchange. Such Registrar (which may
be the Depositary if so permitted by the requirements of such exchange) may be removed and a substitute registrar appointed by the Depositary upon the written request or with the written approval of
the Company. If the Depositary Receipts, such Depositary Shares or such Stock are listed on one or more other stock exchanges, the Depositary will, at the request of the Company, arrange such
facilities for the execution, delivery, registration, registration of transfer, surrender and exchange of such Depositary Receipts, such Depositary Shares or such Stock as may be required by law or
applicable stock exchange regulation. 


        SECTION
5.2    Prevention of or Delay in Performance by the Depositary the Depositary's Agents, any Registrar or the
Company.    Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company shall incur any liability to any holder of any Depositary Share if by
reason of any provision of any present or future law, or regulation thereunder, of the United States of America or of any other governmental authority or, in the case of the Depositary, any
Depositary's Agent or any Registrar, by reason of any provision, present or future, of the Company's charter (including the Articles) or by reason of any act of God or war or other circumstance beyond
the control of the 


9





 




relevant party, the Depositary, any Depositary's Agent, any Registrar or the Company shall be prevented or forbidden from doing or perform the any act or thing that the terms of this Deposit
Agreement provide shall be done or performed; nor shall the Depositary, any Depositary's Agent, any Registrar or the Company incur any liability to any holder of a Depositary Share (i) by
reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing that the terms of this Deposit Agreement provide shall or may be done or performed, or (ii) by
reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement except, in case of any such exercise or failure to exercise discretion not caused as aforesaid,
if caused by the gross negligence, bad faith or willful misconduct of the party charged with such exercise or failure to exercise. 


        SECTION
5.3    Obligations of the Depositary, the Depositary's Agents, any Registrar and the Company.    Neither the
Depositary nor any Depositary's Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under this Deposit Agreement to holders of Depositary Shares other
than for such person's own gross negligence, bad faith or willful misconduct. 


        Neither
the Depositary nor any Depositary's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding
in respect of the Stock, the Depositary Shares or the Depositary Receipts that in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and
liability be furnished as often as may be required. 


        Neither
the Depositary nor any Depositary's Agent nor any Registrar nor the Company shall be liable for any action or failure to act by it in reliance upon the written advice of legal
counsel or accountants, or information from any person presenting Stock for deposit, any holder of a Depositary Share or any other person believed by it in good faith to be competent to give such
information. The Depositary, any Depositary's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document
believed by it to be genuine and to have been signed or presented by the proper party or parties. 



        The
Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no
implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or any Registrar. The Depositary shall not be subject to any liability under this Deposit Agreement to
the Company other than for any liability that may arise out of acts performed or omitted by the Depositary or its agents due to its or their negligence, bad faith or willful misconduct. The
Depositary, the Depositary's agents, any Registrar and the Company may own and deal in any class of securities of the Company and its affiliates and in Depositary Shares. The Depositary may also act
as transfer agent or registrar of any of the securities of the Company and its affiliates. 



        Anything
herein to the contrary notwithstanding, in no event shall the Depositary be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but
not limited to lost profits), even if the Depositary has been advised of the likelihood of such loss or damage and regardless of the form of action. 


        SECTION
5.4    Resignation and Removal of the Depositary; Appointment of Successor Depositary.    The Depositary may
at any time resign as Depositary hereunder by written notice of its election so to be delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary and such
successor's written acceptance of such appointment as hereinafter provided. 



        The
Depositary may at any time be removed by the Company by written notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor
Depositary and such successor's written acceptance of such appointment as hereinafter provided. 


        In
case the Depositary acting hereunder shall at any time resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as
the case may be, 


10





 




appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000.
If no successor Depositary shall have been so appointed within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for
the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and
thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the
Depositary under this Deposit Agreement, and such predecessor, upon the written request of the Company, shall execute and deliver an installment transferring to such successor all rights and powers of
such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder to such successor and shall deliver to such
successor a list of the Record Holders of all outstanding Depositary Shares. Any successor Depositary shall promptly mail notice of its appointment to the Record Holders of Depositary Shares.
Thereafter, any predecessor Depositary shall deliver any correspondence received from any holders of Depositary Shares to the successor Depositary. 


        Any
corporation into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or
any further act. Such successor Depositary may authenticate the Depositary Receipts in the name of the predecessor Depositary or in the name of the successor Depositary. 


        SECTION
5.5    Corporate Notices and Reports.    The Company agrees that it will transmit to the Depositary all
notices, reports and communications (including without limitation financial statements) required by law, the rules of any national securities exchange upon which the Stock, the Depositary Shares or
the Depositary Receipts are listed or by the Company's charter (including the Articles) to be furnished by the Company to holders of the Stock. 



        SECTION
5.6    Indemnification by the Company.    The Company shall indemnify the Depositary, any Depositary's Agent
and any Registrar against, and hold each of them harmless from, any loss, liability or expense (including the costs and expenses of defense) that may arise out of (i) acts performed or omitted
in connection with this Deposit Agreement and the Depositary Shares (a) by the Depositary, any Registrar or any of their respective agents (including any Depositary's Agent), except for any
liability arising out of gross negligence, bad faith or willful misconduct on the respective parts of any such person or persons, or (b) by the Company or any of its agents, arising out of the
Company's or its agents' gross negligence, bad faith or willful misconduct, or (ii) the offer, sale or registration under the securities laws of the United States of the Depositary Shares or
the Stock. The obligations of the Company set forth in this Section 5.6 shall survive any succession of any Depositary, Registrar or Depositary's Agent. 


        SECTION
5.7    Charges and Expenses.    The Company shall pay all transfer and other taxes and governmental charges
arising solely from the existence of the depositary arrangements. The Company shall pay all charges of the Depositary agreed upon by the Company and the Depositary in connection
with the initial deposit of the Stock and the initial issuance of the Depositary Receipts, any redemption of the Stock at the option of the Company and any withdrawals of Stock by holders of
Depositary Shares. All other transfer and other taxes and governmental charges shall be at the expense of holders of Depositary Shares. If, at the request of a holder of a Depositary Share, the
Depositary incurs charges or expenses for which it is not otherwise liable hereunder, such holder will be liable for such charges and expenses. The Company shall pay the Depositary reasonable
compensation for all services rendered by the Depositary under this Deposit Agreement according to the fee schedule agreed to by the Company and the Depositary. All other charges and expenses of the
Depositary, any Depositary's Agent hereunder and any Registrar (including, in each case, fees and expenses of counsel) incident to the performance of their respective obligations hereunder will be
paid upon consultation and 


11





 




agreement between the Depositary and the Company as to the amount and nature of such charges and expenses. 


        SECTION
5.8    Tax Compliance.    The Depositary, on its own behalf and on behalf of the Company, will comply with all
applicable certification, information, reporting and withholding (including "backup" withholding) requirements imposed by applicable tax laws, regulations or administrative practice with respect to
(i) any payments made with respect to Depositary Shares or (ii) the issuance, delivery, holding, transfer, redemption or exercise of rights under the Depositary Receipts or the
Depositary Shares. Such compliance shall include, without limitation, the preparation and timely filing of required returns and the timely payment of all amounts required to be withheld to the
appropriate taxing authority or its designated agent. 


        The
Depositary shall comply with any direction received from the Company with respect to the application of such requirements to particular payments or holders or in other particular
circumstances, and may for purposes of this Deposit Agreement rely on any such direction in accordance with the provision of Section 5.3 hereof. 



        The
Depositary shall maintain all appropriate records documenting compliance with such requirements and shall make such records available on request to the Company or its authorized
representatives. 


 
 

ARTICLE VI
  
    AMENDMENT AND TERMINATION    
  


        SECTION
6.1    Amendment.    The form of the Depositary Receipts and any provisions of this Deposit Agreement may at
any time and from time to time be amended by agreement between the Company and the Depositary in any respect that they may deem necessary or desirable; provided, however, that
no such amendment that shall materially and adversely alter the rights of the existing holders of Depositary Shares shall be effective unless such amendment shall have been approved by the holders of
at least a majority of the Depositary Shares then outstanding. Every holder of any outstanding Depositary Share at the time any such amendment becomes effective shall be deemed, by continuing to hold
such Depositary Share, to consent and agree to such amendment and to be bound by this Deposit Agreement as amended thereby. 


        SECTION
6.2    Termination.    This Deposit Agreement may be terminated by the Company or the Depositary only after
(i) all outstanding Depositary Shares shall have been redeemed and any unpaid dividends on the Stock represented by the Depositary Shares, together with all other moneys and property, if any,
to which holders of the related Depositary Receipts are entitled under the terms of such Depositary Receipts or this Deposit Agreement, have been paid or distributed as provided in this Deposit
Agreement or provision therefor has been duly made pursuant to Section 2.3 or (ii) there shall have been made a final distribution in respect of the Stock in connection with any
liquidation, dissolution or winding up of the Company and such distribution shall have been distributed to the holders of Depositary Receipts pursuant to Section 4.1 or 4.2, as applicable. 



        Upon
the termination of this Deposit Agreement, the Company shall be discharged from all obligations under this Deposit Agreement except for its obligations to the Depositary, any
Depositary's Agents and any Registrar under Sections 5.6 and 5.7. 


 
 

ARTICLE VII
  
    MISCELLANEOUS    
  


        SECTION
7.1    Counterparts.    This Deposit Agreement may be executed in any number of counterparts, and by each of
the parties hereto on separate counterparts, each of which counterparts, 


12





 


when so executed and delivered, shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument. 


        SECTION
7.2    Exclusive Benefit of Parties.    This Deposit Agreement is for the exclusive benefit of the parties
hereto, and their respective successors hereunder, and shall not be deemed to give any legal or equitable right, remedy or claim to any other person whatsoever. 


        SECTION
7.3    Invalidity of Provisions.    In case any one or more of the provisions contained in this Deposit
Agreement or in the Depositary Receipts shall be or become invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby. 


        SECTION
7.4    Notices.    Any and all notices to be given to the Company hereunder or under the Depositary Receipts
shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mall or telegram or telex confirmed by letter, addressed to the Company at 11 Commerce Drive
Cranford, NJ 07016, to the attention of the General Counsel, or at any other address of which the Company shall have notified the Depositary in writing. 


        Any
and all notices to be given to the Depositary hereunder or under the Depositary Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or
sent by mall or by telegram or telex confirmed by letter, addressed to the Depositary at the Depositary's Office at 525 Washington Boulevard, Jersey City, New Jersey 07310, Attention: Client
Administration, Facsimile No.: (201)222-4248, or at any other address of which the Depositary shall have notified the Company in writing. 



        Any
and all notices to be given to any Record Holder of a Depositary Share hereunder or under the Depositary Receipts shall be in writing and shall be deemed to have been duly given if
personally delivered or sent by mail or by telegram or telex confirmed by letter, addressed to such Record Holder at the address of such Record Holder as it appears on the books of the Depositary, or
if such holder shall have filed with the Depositary a written request that notices intended for such holder be mailed to some other address, at the address designated in such request. 


        Delivery
of a notice sent by mail or by telegram or telex shall be deemed to be effected at the time when a duly addressed letter containing the same (or a confirmation thereof in the
case of a telegram or telex message) is deposited, postage prepaid, in a post office letter box. The Depositary or Company may, however, act upon any telegram or telex message received by it from the
other or from any holder of a Depositary Share, notwithstanding that such telegram or telex message shall not subsequently be confirmed by letter or as aforesaid. 


        SECTION
7.5    Depositary's Agents.    The Depositary may from time to time, upon written notice to, and with the
prior approval of, the Company, appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may terminate the appointment of such Depositary's
Agents. The Depositary will notify the Company of any such termination. 



        SECTION
7.6    Holders of Depositary Receipts Are Parties.    The holders of Depositary Shares from time to time shall
be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Depositary Receipts evidencing such Depositary Shares by acceptance of delivery thereof. 


        SECTION
7.7    Governing Law.    THIS DEPOSIT AGREEMENT AND THE DEPOSITARY RECEIPTS AND ALL RIGHTS HEREUNDER AND
THEREUNDER AND PROVISIONS HEREOF AND THEREOF SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CHOICE OR CONFLICT OF LAW PRINCIPLES. 


13





 



        SECTION
7.8    Inspection of Deposit Agreement.    Copies of this Deposit Agreement shall be filed with the Depositary
and the Depositary's Agents and shall be open for inspection during business hours al the Depositary's Office and the respective offices of the Depositary's Agents, if any, by any bolder of a
Depositary Share. 


        SECTION
7.9    Headings.    The headings of articles and sections in this Deposit Agreement and in the form of
Depositary Receipt set forth in Exhibit A hereto have been inserted for convenience only and are not to be regarded as part of this Deposit
Agreement or the Depositary Receipts or to have any bearing upon the meaning or interpretation of any provision contained herein or in the Depositary Receipts. 


        IN
WITNESS WHEREOF, the Company and the Depositary have duly executed this Deposit Agreement as of the day and year first above set forth, and all holders of Depositary Shares shall
become parties hereto by and upon acceptance by them of delivery of Depositary Receipts evidencing such Depositary Shares and issued in accordance with the terms hereof. 



	 	MACK-CALI REALTY CORPORATION
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	 	/s/  BARRY LEFKOWITZ      
 Name: Barry Lefkowitz

Title:  Executive Vice President

            and Chief Financial Officer
	

 	

EQUISERVE TRUST COMPANY, N.A.
	 	 	 	 
	 	 	 	 
	 	By:	 	/s/  THOMAS MCDONOUGH      
 Name: Thomas McDonough

Title: Senior Account Manager




14







EXHIBIT A  


 
  FORM OF DEPOSITARY RECEIPT    



The shares of 8.0% Series C Cumulative Redeemable Perpetual Preferred Stock, par value $.01 per share (the "Stock"), represented by this Depositary Receipt are subject
to the restrictions on ownership and transfer for the purpose of Mack-Cali Realty Corporation's (the "Company") maintenance of its status as a real estate investment trust under the
Internal Revenue Code of 1986, as amended, as more fully described in Article VI of the Company's Charter pursuant to which, among other things, shares of Stock or any other capital stock of
the Company Beneficially Owned by a stockholder in excess of the Ownership Limit shall automatically be subject to the remedies set forth in such Article VI. All capitalized terms not defined
in this legend have the meanings defined in the Company's Charter or Bylaws. The Company will furnish to the holder hereof, upon request and without charge, a complete written statement of the terms
and conditions of these restrictions. Requests for such documents may be directed to the Company's secretary.



	Receipt No. DR 1

CUSIP No.:	 	NO. OF DEPOSITARY SHARES REPRESENTED

1,000,000




 
 

DEPOSITARY RECEIPT FOR DEPOSITARY SHARES
  EACH REPRESENTING 1/100th OF A SHARE OF
  8.0% SERIES C CUMULATIVE REDEEMABLE PERPETUAL PREFERRED STOCK,
  PAR VALUE $.01 PER SHARE, OF
  
    MACK-CALI REALTY
CORPORATION    
  


INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND  


THIS DEPOSITARY RECEIPT IS TRANSFERABLE IN THE CITIES OF

JERSEY CITY, NEW JERSEY AND NEW YORK, NEW YORK 


        EQUISERVE
TRUST COMPANY, N.A., as Depositary (the "Depositary"), hereby certifies that CEDE & CO. is the registered owner of 1,000,000 DEPOSITARY SHARES ("Depositary Shares"),
each Depositary Share representing a one-one-hundredth (1/100) interest in one share of 8.0% Series C Cumulative Redeemable Perpetual Preferred Stock, par value $.01 per
share (the "Stock"), of Mack-Cali Realty Corporation (the "Company"), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement, dated as
of March 14, 2003 (the "Deposit Agreement"), among the Company, the Depositary and the holders from time to time of the Depositary Receipts described therein. By accepting this Depositary
Receipt, the holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose
or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual and/or facsimile signature of a duly authorized officer and, if executed in
facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by a duly authorized officer thereof. 


        The
Company is authorized to issue common stock and one or more series of preferred stock and to sell Depositary Shares. The Company will furnish without charge to each receiptholder who
so requests in writing, a statement of the rights, preferences, privileges and restrictions granted to or imposed upon the respective classes of stock and upon the holders thereof, copies of the
Company's Charter and Bylaws and a copy of the Deposit Agreement. Any such request shall be made to the Company at the principal office of the Company at 11 Commerce Drive, Cranford, New Jersey 07016,
Attention: Secretary. 


        This
Depositary Receipt is continued on the reverse hereof and the additional provisions set forth therein (including, without limitation, those relating to redemption) for all purposes
have the same effect as if set forth at this place. 





 



        IN
WITNESS WHEREOF, EQUISERVE TRUST COMPANY, N.A. has caused this instrument to be duly executed. 


Dated:
March 14, 2003 



	 	EQUISERVE TRUST COMPANY, N.A.

Depositary and Registrar
	 	 	 
	 	By:	
            Authorized Officer




2





 

        THE SHARES REPRESENTED BY THIS DEPOSITARY RECEIPT ARE SUBJECT TO THE PROVISIONS OF THE COMPANY'S CHARTER (INCLUDING THE ARTICLES
SUPPLEMENTARY) AND BYLAWS, AS AMENDED, INCLUDING BUT NOT LIMITED TO (1) SECTION 6 OF THE ARTICLES SUPPLEMENTARY RELATING TO THE STOCK, WHICH CONFERS UPON THE BOARD OF DIRECTORS OF THE COMPANY
THE RIGHT, ON OR AFTER MARCH 14, 2008, TO REDEEM THE STOCK, (2) ARTICLE VI OF THE CHARTER, WHICH CONFERS UPON THE BOARD OF DIRECTORS THE RIGHT TO REFUSE TO REGISTER THE TRANSFER OF AND/OR CALL
FOR REDEMPTION THE STOCK IF NECESSARY IN ITS OPINION TO MAINTAIN THE COMPANY'S QUALIFICATION AS A "REAL ESTATE INVESTMENT TRUST" UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND (3) THE
SECTIONS OF THE CHARTER (INCLUDING THE ARTICLES SUPPLEMENTARY) AND THE BYLAWS OF THE COMPANY WHICH SET FORTH OWNERSHIP LIMITATION PROVISIONS DESIGNED TO MAINTAIN SUCH
QUALIFICATION.


        1.    Depositary Shares. Subject to the terms of the Deposit Agreement each owner of a Depositary Share is entitled,
proportionately through the Depositary, to all the rights and preferences of the Stock relating thereto including dividend, voting, redemption and liquidation rights contained in the Articles
Supplementary adopted by the Company's Board of Directors setting forth the number, terms, powers, descriptions, rights, preferences, qualifications, restrictions and limitations of the Stock (the
"Articles"), copies of which are on file at the Depositary's office at 525 Washington Boulevard, Jersey City, New Jersey 07310, Attention: Client Administration. Certain terms used herein but not
defined are defined in the Articles. 


        2.    The Deposit Agreement. Depositary Receipts (the "Depositary Receipts" or the "Receipts"), of which this Depositary Receipt
is one, are made available upon the terms and conditions set forth in the Deposit Agreement. The Deposit Agreement sets forth the rights of holders of the Receipts and the Depositary Shares evidenced
thereby and the rights and duties of the Depositary and the Company in respect of the Stock deposited, and any and all other property and cash deposited from time to time thereunder. The statements
made on the face and the reverse of this Depositary Receipt are summaries of certain provisions of the Deposit Agreement and are subject to the detailed provisions thereof, to which reference is
hereby made. Unless otherwise expressly herein provided, all defined terms used herein shall have the meanings ascribed thereto in the Deposit Agreement. 


        3.    Redemption. Whenever the Company shall elect to redeem shares of Stock in accordance with the provisions of the Articles,
it shall (unless otherwise agreed in writing with the Depositary) mail notice to the Depositary of such proposed redemption, by first class mail, postage prepaid not less than 30 or more than
60 days prior to the date fixed for redemption of Stock in accordance with Section 6(c)(i) of the Articles. On the date of such redemption, provided that the Company shall then
have paid in full to the Depositary the redemption price of the Stock to be redeemed, plus any accrued and unpaid dividends thereon (the "Redemption Price"), the Depositary shall redeem the Depositary
Shares relating to such Stock. The Depositary shall mail notice of such redemption and the proposed simultaneous redemption of the number of Depositary Shares relating to the Stock to be redeemed, by
first-class mail, postage prepaid, not less than 30 and not more than 60 days prior to the date fixed for redemption of such Stock and Depositary Shares (the "Redemption Date"), to the Record
Holders of the Receipts representing the Depositary Shares to be so redeemed, at the addresses of such holders as they appear on the records of the Depositary; but neither failure to mail any such
notice to one or more such holders nor any defect in any notice to one or more such holders shall affect the sufficiency of the proceedings for redemption as to other holders. Each such notice shall
state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares represented by the Receipt held by any such holder are to
be redeemed, the number of such Depositary Shares represented by such Receipt held by such holder to be so redeemed; (iii) the Redemption Price; (iv) the place or places where Receipts
evidencing Depositary Shares are to be 


3





 




surrendered for payment of the Redemption Price; and (v) that dividends in respect of the Stock underlying the Depositary Shares to be redeemed will cease to accrue and accumulate at the close
of business on such Redemption Date. In case fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected pro rata or by such other
equitable method as may be determined by the Company's Board of Directors to be equitable. 



        If
the Redemption Date is after the record date for determining holders of Receipts representing Depositary Shares entitled to any dividend or distribution, such dividend or distribution
shall be payable to the holders of such Receipts at the close of business on such record date, notwithstanding such redemption. 


        Notice
having been mailed by the Depositary as aforesaid, from and after the Redemption Date (unless the Company shall have failed to redeem the shares of Stock to be redeemed by it as
set forth in the Company's notice provided for in the preceding paragraph) all dividends in respect of the Depositary
Shares so called for redemption shall cease to accrue and accumulate, the Depositary Shares being redeemed from such proceeds shall be deemed to no longer be outstanding, all rights of the holders of
Receipts representing such Depositary Shares (except (i) the right to receive the Redemption Price, and (ii) the right to receive dividends the record date for which is prior to the
Redemption Date, as set forth in the preceding paragraph) shall, to the extent of such Depositary Shares, cease and terminate and, upon surrender in accordance with such notice of the Receipts
evidencing any such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be redeemed by the Depositary at the Redemption
Price. 


        If
less than all the Depositary Shares evidenced by a Depositary Receipt are called for redemption, the Depositary will deliver to the holder of such Depositary Receipt upon its
surrender to the Depositary, together with the redemption payment, a new Depositary Receipt evidencing the Depositary Shares evidenced by such prior Depositary Receipt and not called for redemption. 


        4.    Transfer, Split-Ups and Combinations. The Depositary Shares evidenced by this Depositary Receipt are
transferable on the books of the Depositary upon surrender of this Depositary Receipt to the Depositary, properly endorsed or accompanied by a properly executed instrument of transfer, and upon such
transfer the Depositary shall execute a new Depositary Receipt to or upon the order of the person entitled thereto as provided in the Deposit Agreement. This Depositary Receipt may be split into other
Receipts or combined with other Receipts into one Depositary Receipt representing the same aggregate number of Depositary Shares as the Depositary Receipt or Receipts surrendered. 


        5.    Suspension of Delivery, Transfer, etc. The transfer or surrender of this Depositary Receipt may be suspended during any
period when the register of stockholders of the Company is closed or if any such action is deemed necessary or advisable by the Depositary, any agent of the Depositary or the Company at any time or
from time to time because of any requirement of law or of any government or governmental body or commission, or under any provision of the Deposit Agreement. 



        6.    Filing Proofs, Certificates and Other Information. Any holder of a Depositary Receipt may be required to file such proof
of residence or other matters or other information, to execute such certificates and to make such representations and warranties as the Depositary or the Company may reasonably deem necessary or
proper. The Depositary or the Company may withhold the delivery or delay the registration of transfer or redemption of any Depositary Share or the distribution of any dividend or other distribution or
the sale of any rights or of the proceeds thereof until such proof or other information is filed or such certificates are executed or such representations and warranties are made. 



        7.    Payment of Taxes or Other Governmental Charges. If any tax or other governmental charge shall become payable by or on
behalf of the Depositary with respect to this Depositary Receipt, such tax (including transfer taxes, if any) or governmental charge shall be payable by the holder hereof. Transfer 


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of Depositary Shares may be refused until such payment is made, and any dividends or other distributions may be withheld or all or any part of the Stock or other property underlying the
Depositary Share or Shares evidenced by this Depositary Receipt and not theretofore sold may be sold for the account of the holder hereof (after attempting by reasonable means to notify such holder
prior to such sale) and such dividends or other distributions or the proceeds of any such sale may be applied to any payment of such charges or expenses, the holder of this Depositary Receipt
remaining liable for any deficiency. 


        8.    Warranty by Company. The Company has warranted that the Stock, when issued, will be validly issued, fully paid and
nonassessable. 


        9.    Amendment. The form of the Receipts and any provisions of the Deposit Agreement may at any time and from time to time be
amended by agreement between the Company and the Depositary in any respect which they may deem necessary or desirable; provided, however, that no such amendment which shall materially and adversely
alter the rights of the existing holders of Receipts representing Depositary Shares shall be effective unless such amendment shall have been approved by the holders of Receipts representing at least a
majority of the Depositary Shares then outstanding. A holder of a Depositary Receipt at the time any such amendment so becomes effective shall be deemed, by continuing to hold such Depositary Receipt,
to consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby. 


        10.  Charges of Depositary. The Company will pay all transfer and other taxes and governmental charges arising solely from the
existence of the depositary arrangements and all charges of the Depositary in connection with the initial deposit of the Stock and the initial issuance of the Receipts, any redemption of the Stock at
the option of the Company and any withdrawals of Stock by holders of Receipts representing Depositary Shares. All other transfer and other taxes and other governmental charges shall be at the expense
of holders of Depositary Receipts. All other charges and expenses of the Depositary, any Depositary's Agent and any Registrar will be paid upon consultation and agreement between the Depositary and
the Company. 


        11.  Title to Receipts. This Depositary Receipt (and the Depositary Shares evidenced hereby), when properly endorsed or
accompanied by a properly executed instrument of transfer, is transferable by delivery with the same effect as in the case of a negotiable instrument; provided, however, that until transfer of the
Depositary Share or Shares evidenced by a Depositary Receipt shall be registered on the books of the Depositary, the Depositary may, notwithstanding any notice to the contrary, treat the Record Holder
of the Receipt representing such Depositary Share or Shares at such time as the absolute owner thereof for the purpose of determining the person entitled to distributions of dividends or other
distributions or to any notice provided for in the Deposit Agreement and for all other purposes. 


        12.  Dividends and Distributions. Whenever the Depositary receives any cash dividend or other cash distribution on the Stock,
the Depositary will, subject to the provisions of the Deposit Agreement, make such distribution to the holders of the Receipts representing the Depositary Shares on the relevant record date as nearly
as practicable in proportion to the number of Depositary Shares evidenced by the Depositary Receipts held by such holders; provided, however, that in case the Company or the Depositary shall be
required to withhold and shall withhold from any cash dividend or
other cash distribution in respect of the Stock an amount on account of taxes, the amount made available for distribution or distributed in respect of Depositary Shares shall be reduced accordingly.
Fractions will be rounded down to the nearest whole cent. 


        13.  Fixing of Record Date. Whenever any cash dividend or other cash distribution shall become payable or any distribution
other than cash shall be made, or if rights, preferences or privileges shall at any time be offered with respect to the Stock, or whenever the Depositary shall receive notice of any meeting at which
holders of Stock are entitled to vote or of which holders of Stock are entitled to 


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notice, the Depositary shall in each instance fix a record date (which shall be the record date fixed by the Company with respect to the Stock) for the determination of the holders of the Receipts
representing Depositary Shares who shall be entitled to receive such dividend distribution, rights, preferences or privileges or the net proceeds of the sale thereof, or to give instructions for the
exercise of voting rights at any such meeting or who shall be entitled to notice of such meeting. 


        14.  Voting Rights. Upon receipt of notice of any meeting or action to be taken by written consent at which holders of the
Stock are entitled to vote or consent pursuant to the Articles, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Depositary Receipts a notice which shall contain
(i) such information as is contained in such notice of meeting or action and (ii) a statement informing holders of Receipts representing Depositary Shares that they may instruct the
Depositary as to the exercise of the voting rights or the giving or refusal of consent pertaining to the amount of Stock underlying their respective Depositary Shares and a brief statement as to the
manner in which such instructions may be given. Upon the written request of a holder of a Receipt representing a Depositary Share or Depositary Shares on the record date established in accordance with
paragraph 13 hereof, the Depositary shall endeavor insofar as practicable to vote or cause to be voted or give or withhold consent the amount of Stock underlying such Depositary Share in
accordance with the instructions set forth in such request. In the absence of specific instructions from the holder of a Receipt representing a Depositary Share or Depositary Shares, the Depositary
will refrain from voting to the extent of the Stock underlying such Depositary Share or Depositary Shares. 



        15.  Changes Affecting Deposited Securities. Upon any change in par or liquidation value, split-up, combination or
any other reclassification of the Stock or upon any recapitalization, reorganization, merger, amalgamation or consolidation affecting the Company or to which it is a party, the Depositary shall, upon
the instructions of the Company, (i) make such adjustments in (a) the fraction of an interest in one share of Stock underlying one Depositary Share and (b) the ratio of the
Redemption Price per Depositary Share to the redemption price of a share of Stock, in each case as may be necessary to fully reflect the effect of such change and (ii) treat any securities
which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Stock as new deposited securities so received in exchange for or upon conversion of or in respect
of such Stock. In any such case the Depositary may in its discretion, with the approval of the Company, execute and deliver additional Receipts, or may call for the surrender of all outstanding
Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Furthermore, by mutual agreement of the Company and the Depositary, the Depositary may at any time make
adjustments in (i) the fraction of an interest in one share of Stock underlying one Depositary Share and (ii) the ratio of the Redemption Price per Depositary Share to the redemption
price or exchange price of a share of the Stock. 


        16.  Restriction on Ownership and Transfer to Preserve Tax Benefit. Notwithstanding any terms or provisions to the contrary
contained in the Deposit Agreement or herein, to ensure that the Company remains qualified as a REIT for federal and state income tax purposes, the Depositary Shares shall be subject to the provisions
of Article VI of the Company's Charter pursuant to which, among other things, shares of Series C Preferred Stock owned by a stockholder in excess of the Ownership Limit shall
automatically be subject to the remedies set forth in such Article VI and may be redeemed by the Company in accordance with the Charter. 


        17.  Liability and Obligations of the Depositary, the Depositary's Agents or the Company. Neither the Depositary nor any
Depositary's Agent nor any Registrar nor the Company assumes any obligations or shall be subject to any liability under the Deposit Agreement to any holder of any Receipt representing a Depositary
Share or Depositary Shares, other than for such person's own gross negligence, bad faith or willful misconduct. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company
shall incur any liability to any holder of any Receipt representing a Depositary Share or Depositary Shares if by reason of any provision of any present or future law, or regulation thereunder of the
United States of America or of any other governmental authority or, in the case of the 


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Depositary, any Depositary's Agent or any Registrar, by reason of any provision, present or future, of the Company's Charter (including the Articles) or by reason of any act of God or war or other
circumstance beyond their control, the Depositary, any Depositary's Agent, any Registrar or the Company shall be prevented or forbidden from doing or performing any act or thing which the terms of the
Deposit Agreement provide shall be done or performed, nor shall the Depositary, any Depositary's Agent, any Registrar or the Company incur any liability to any holder of a Receipt representing a
Depositary Share or Depositary Shares by reason of nonperformance or delay, caused as aforesaid, in performance of any act or thing which the terms of the Deposit Agreement provide shall or may be
done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement, other than for its gross negligence, bad faith or willful misconduct.
Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of
the Stock, the Depositary Shares or the Receipts, which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished. The
Deposit Agreement contains various other exculpatory, indemnification and related provisions, to which reference is hereby made. Anything herein or in the Deposit Agreement notwithstanding, in no
event shall the Depositary be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Depositary has been advised
of the likelihood of such loss or damage and regardless of the form of action. 


        18.  Resignation and Removal of Depositary. The Depositary may at any time (i) resign by written notice of its election
to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary and such successor's written acceptance of such appointment, or (ii) be removed
by the Company effective upon the appointment of a successor Depositary and such successor's written acceptance of such appointment. 


        19.  Termination of Deposit Agreement. The Deposit Agreement may be terminated by the Company or the Depositary only after
(i) all outstanding Depositary Shares shall have been redeemed or (ii) there shall have been made a final distribution in respect of the Stock in connection with any liquidation,
dissolution or winding up of the Company and such distribution shall have been distributed to the holders of Receipts representing Depositary Shares. Upon the termination of the Deposit Agreement, the
Company shall be discharged from all obligations thereunder except for its obligations to the Depositary, any Depositary's Agent and any Registrar with respect to indemnification, charges and
expenses. 


        20.  Governing Law. This Depositary Receipt and the Deposit Agreement and all rights hereunder and thereunder and the
provisions hereof and thereof shall be governed by and construed in accordance with the laws of the State of New York without reference to choice or conflict of law principles. 


        The
Depositary is not responsible for the validity of any deposited Stock. The Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any
Stock at any time deposited with the Depositary under the Deposit Agreement or of the Depositary Shares, as to the validity or sufficiency of the Deposit Agreement, as to the value of the Depositary
Shares or as to any right, title or interest of the Record Holders of the Depositary Receipts representing the Depositary Shares. 


        Mack-Cali
Realty Corporation will furnish without charge to each Depositary Receipt holder who so requests a copy of the Deposit Agreement and the Charter (including the
Articles). Any such request is to be addressed to the Secretary of Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, NJ 07016. 


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QuickLinks


DEPOSIT AGREEMENT

ARTICLE I DEFINITIONS

ARTICLE II FORM OF DEPOSITARY RECEIPTS, DEPOSIT OF STOCK, EXECUTION AND DELIVERY, TRANSFER, SURRENDER, AND REDEMPTION OF DEPOSITARY RECEIPTS

ARTICLE III CERTAIN OBLIGATIONS OF THE HOLDERS OF DEPOSITARY RECEIPTS AND THE COMPANY

ARTICLE IV THE DEPOSITED SECURITIES; NOTICES

ARTICLE V THE DEPOSITARY, THE DEPOSITARY'S AGENTS, THE REGISTRAR AND THE COMPANY

ARTICLE VI AMENDMENT AND TERMINATION

ARTICLE VII MISCELLANEOUS


FORM OF DEPOSITARY RECEIPT

DEPOSITARY RECEIPT FOR DEPOSITARY SHARES EACH REPRESENTING 1/100th OF A SHARE OF 8.0% SERIES C CUMULATIVE REDEEMABLE PERPETUAL PREFERRED STOCK, PAR VALUE $.01 PER SHARE, OF MACK-CALI REALTY
CORPORATION