EXHIBIT 10.1

                    DEFERRED COMPENSATION PLAN FOR DIRECTORS
                          (EFFECTIVE JANUARY 1, 1999)

A. INTRODUCTION

    The Deferred Compensation Plan for Directors (the "Plan") will permit non-
employee members ("Directors") of the Board of Directors (the "Board") of
Mack-Cali Realty Corporation ("Mack-Cali"), on an individual election basis, to
defer all or part of the annual retainer compensation they are entitled to as an
outside Director of Mack-Cali until such time as service on the Board terminates
or a change in control occurs.

B. PURPOSE

    To provide Directors with maximum opportunity and flexibility in the
planning of their personal financial resources and to further align Directors'
interests with those of shareholders.

C. MANNER OF DEFERRAL OF COMPENSATION

    Initially, current outside Directors must make their deferral election
simultaneous with final Board approval of this form of Plan, effective for the
1999 calendar year. Thereafter, at, or prior to the time of election to the
Board, and prior to the right to receive any Board compensation for the initial
elected term, a Director may elect to defer all or a specified portion of the
annual retainer to be paid each year.

    An election to defer will be irrevocable for the duration of each calendar
year that the Director serves on the Board of Directors. The Director may modify
the deferral election for any future year by written notice to Mack-Cali prior
to January 1st of that future year. In the absence of a modification, the same
percentage of compensation shall be deferred for the next year.

    The compensation deferred will be credited to the Director's deferred
compensation account 25% each quarter on the related dividend record date for
that quarter (the "Deferral Date"). Such deferred compensation will be prorated
for any Director not serving an entire year.

    Deferral of compensation shall have no effect on any other
compensation-related benefits received by a Director or on any fees for
attending meetings.

D. INVESTMENT IN UNITS BASED ON MACK-CALI STOCK VALUE

    All compensation deferred pursuant to the Plan shall be accounted for in the
manner set forth below until fully paid to the Director.

    The Director's account will be credited with the hypothetical number of
stock units ("Units"), calculated to the nearest thousandths of a Unit,
determined by dividing the amount of compensation deferred on the Deferral Date
by the closing market price of Mack-Cali Common Stock (par value $.01) as
reported on the Consolidated Tape of the New York Stock Exchange listed shares
for the Deferral Date. The Director's account will also be credited with the
number of Units determined by multiplying the number of Units in the Director's
account by any cash dividends declared by the Company on its Common Stock and
dividing the product by the closing market price of the Company's common stock
as reported on the Consolidated Tape of the New York Stock Exchange listed
shares on the related dividend record date. Any stock dividends declared by
Mack-Cali on its Common Stock shall result in a proportionate increase in Units
in the Director's account as if said Director held shares of Common Stock equal
to the number of Units in the Director's account.

E. RECAPITALIZATION

    If, as a result of recapitalization of Mack-Cali (including stock splits),
the Company's outstanding shares of Common Stock shall be changed into a greater
or smaller number of shares, the number of Units credited to a Director's
account shall be appropriately adjusted on the same basis.

F. PAYMENT OF DEFERRED COMPENSATION

    Payment of a Director's deferred compensation account may only be made after
either (i) the Director's service on the Board has terminated or (ii) there has
been a change in control of Mack-Cali. A change in control will be deemed to
have occurred in the event that a change in control occurs under any of the
employment agreements applicable to any Executive Vice President, the President
or Chief Executive Officer of Mack-Cali. Payment will be made in a single lump
sum payment in shares of Common Stock in an amount equal to the number of Units
in the Director's account on (or as soon thereafter as practical) termination of
service from the Board or a change in control. Notwithstanding anything
contained herein to the contrary any Director may elect in their deferral
election to continue to defer payment of the deferred compensation in his
Director's account until such time as he no longer serves upon either the
Advisory Board of Mack-Cali (the "Advisory Board") in the event said Director
is, upon termination of service on the Board, appointed to the Advisory Board,
or the Board (if reappointed thereto).

G. SURVIVOR PAYOUT

    In the event of a Director's death prior to receiving payment, the value of
the Director's account on the date of the Director's death shall be determined
and paid to the beneficiary(s) designated by the Director (or, failing such
designation, to the Director's estate) in a single lump sum of shares of Common
Stock, as soon as practicable after the Director's death.

H. ASSIGNABILITY

    No right to receive payment of deferred compensation shall be transferable
or assignable by a participant except by will or laws of descent and
distribution.

I. AMENDMENT OF THE PLAN

    This Plan may be amended, suspended or terminated at any time by the Board
of Directors of Mack-Cali. However, no amendment, suspension or termination of
the Plan may, without the consent of a participant, alter or impair any of the
rights previously granted under the Plan.

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