AGREEMENT EVIDENCING THE GRANT
OF A RESTRICTED SHARE AWARD PURSUANT
TO THE EMPLOYEE STOCK OPTION PLAN
OF MACK-CALI REALTY CORPORATION

        AGREEMENT (Agreement) effective as of December 2, 2003 (Grant Date) by and between Mack-Cali Realty Corporation (the Company) and Mitchell E. Hersh (Recipient).

        WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan), the Company hereby awards shares of the Companys common stock, par value $.01 per share (Common Stock) to the Recipient subject to such terms, conditions, and restrictions (hereinafter, Restricted Share Award) as set forth in the Plan and this Agreement;

        NOW THEREFORE, the parties hereto hereby agree as follows:

AGREEMENT EVIDENCING THE GRANT
OF A RESTRICTED SHARE AWARD PURSUANT
TO THE EMPLOYEE STOCK OPTION PLAN
OF MACK-CALI REALTY CORPORATION

        AGREEMENT (Agreement) effective as of December 2, 2003 (Grant Date) by and between Mack-Cali Realty Corporation (the Company) and Timothy M. Jones (Recipient).

        WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan), the Company hereby awards shares of the Companys common stock, par value $.01 per share (Common Stock) to the Recipient subject to such terms, conditions, and restrictions (hereinafter, Restricted Share Award) as set forth in the Plan and this Agreement;

        NOW THEREFORE, the parties hereto hereby agree as follows:

MACK-CALI REALTY CORPORATION

RESTRICTED SHARE AWARD AGREEMENT

BARRY LEFKOWITZ

AGREEMENT EVIDENCING THE GRANT
OF A RESTRICTED SHARE AWARD PURSUANT
TO THE EMPLOYEE STOCK OPTION PLAN
OF MACK-CALI REALTY CORPORATION

        AGREEMENT (Agreement) effective as of December 2, 2003 (Grant Date) by and between Mack-Cali Realty Corporation (the Company) and Barry Lefkowitz (Recipient).

        WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan), the Company hereby awards shares of the Companys common stock, par value $.01 per share (Common Stock) to the Recipient subject to such terms, conditions, and restrictions (hereinafter, Restricted Share Award) as set forth in the Plan and this Agreement;

        NOW THEREFORE, the parties hereto hereby agree as follows:

RESTRICTED SHARE AWARD AGREEMENT

ROGER W. THOMAS

AGREEMENT EVIDENCING THE GRANT
OF A RESTRICTED SHARE AWARD PURSUANT
TO THE EMPLOYEE STOCK OPTION PLAN
OF MACK-CALI REALTY CORPORATION

        AGREEMENT (Agreement) effective as of December 2, 2003 (Grant Date) by and between Mack-Cali Realty Corporation (the Company) and Roger W. Thomas (Recipient).

        WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan), the Company hereby awards shares of the Companys common stock, par value $.01 per share (Common Stock) to the Recipient subject to such terms, conditions, and restrictions (hereinafter, Restricted Share Award) as set forth in the Plan and this Agreement;

        NOW THEREFORE, the parties hereto hereby agree as follows:

      1.    Award of Shares of Restricted Stock.

        Pursuant to the Plan, the Committee hereby awards to the Recipient, effective as of the Grant Date, a Restricted Share Award representing the conditional receipt of six thousand two hundred twenty-four (6,224) shares of Common Stock (Restricted Shares) at no out-of-pocket cost to the Recipient subject to the terms, conditions and restrictions set forth herein. Capitalized terms not otherwise defined in this Agreement shall be as defined in the Plan.

      2.    Award Restrictions.

             (a)        General Rules. Notwithstanding that ownership of Restricted Shares is fully vested in the Recipient as of the Grant Date, the Restricted Shares granted hereunder may not be disposed of on or prior to, and shall not be transferable until first day following the six month anniversary of the Grant Date (the Holding Period).

AGREEMENT EVIDENCING THE GRANT
OF A RESTRICTED SHARE AWARD PURSUANT
TO THE EMPLOYEE STOCK OPTION PLAN
OF MACK-CALI REALTY CORPORATION

        AGREEMENT (Agreement) effective as of December 2, 2003 (Grant Date) by and between Mack-Cali Realty Corporation (the Company) and Michael Grossman (Recipient).

        WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan), the Company hereby awards shares of the Companys common stock, par value $.01 per share (Common Stock) to the Recipient subject to such terms, conditions, and restrictions (hereinafter, Restricted Share Award) as set forth in the Plan and this Agreement;

        NOW THEREFORE, the parties hereto hereby agree as follows:

FORM OF STOCK UNIT AWARD AGREEMENT

THE MACERICH COMPANY

STOCK UNIT AWARD AGREEMENT
2003 EQUITY INCENTIVE PLAN

Participant Name:

Soc. Sec. No.:

No. Stock Units:

(1)

Vesting Schedule:

[ 33 1/3% of the Stock Units (as defined below) on each anniversary of the Award Date, beginning [first anniversary] and ending [third anniversary].  ]

Award Date:

                      , 20    

THIS AGREEMENT is among THE MACERICH COMPANY, a Maryland corporation (the Corporation), THE MACERICH PARTNERSHIP L.P., a Delaware limited partnership (the Operating Partnership), and the employee named above (the Participant), and is delivered under The Macerich Company 2003 Equity Incentive Plan, which includes any applicable programs under the Plan (the Plan).

W I T N E S S E T H

WHEREAS, pursuant to the Plan, the Corporation has granted to the Participant with reference to services rendered and to be rendered to the Company, effective as of the Award Date, a stock unit award (the Stock Unit Award or Award), upon the terms and conditions set forth herein and in the Plan.

NOW THEREFORE, in consideration of services rendered and to be rendered by the Participant and the mutual promises made herein and the mutual benefits to be derived therefrom, the parties agree as follows:

1.                                      Defined Terms.  Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such terms in the Plan.

2.                                      Grant.  Subject to the terms of this Agreement and the Plan, the Corporation grants to the Participant a Stock Unit Award with respect to an aggregate number of Stock Units (the Stock Units) set forth above.  The consideration for the shares issuable with respect to the Stock Units on the terms set forth in this Agreement includes services and the rights hereunder in an amount not less than the minimum lawful consideration under Maryland law.