0001047469-03-009431 Sample Contracts

EXCHANGE AGREEMENT Dated as of March 14, 2003
Exchange Agreement • March 20th, 2003 • Mack Cali Realty Corp • Real estate investment trusts • New York

This EXCHANGE AGREEMENT (this "Agreement") is made as of March 14, 2003 by and between Mack-Cali Realty, L.P., a limited partnership formed under the laws of the State of Delaware (the "Operating Partnership"), having its principal office at 11 Commerce Drive, Cranford, New Jersey 07016, and Teachers Insurance and Annuity Association of America, a corporation incorporated under the laws of the State of New York (the "Holder"), having its principal office at 730 Third Avenue, New York, New York 10017.

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DEPOSIT AGREEMENT
Deposit Agreement • March 20th, 2003 • Mack Cali Realty Corp • Real estate investment trusts • New York

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.

PURCHASE AGREEMENT Dated as of March 14, 2003
Purchase Agreement • March 20th, 2003 • Mack Cali Realty Corp • Real estate investment trusts • New York

This PURCHASE AGREEMENT (this "Agreement") is made as of March 14, 2003 by and between Mack-Cali Realty Corporation, a corporation formed under the laws of the State of Maryland (the "Company"), having its principal office at 11 Commerce Drive, Cranford, New Jersey 07016, and Teachers Insurance and Annuity Association of America, a corporation formed under the laws of the State of New York (the "Purchaser"), having its principal office at 730 Third Avenue, New York, New York 10017.

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