MACK-CALI REALTY CORPORATION

                           AGREEMENT TO VOTE AND PROXY



         THIS AGREEMENT TO VOTE AND PROXY (this "AGREEMENT") dated as of June

27, 2000, is by and between Michael V. Prentiss, Santo Bisignano, Jr., as

trustee of PEP Grantor Retained Annuity Trust, as trustee of MBP Grantor

Retained Annuity Trust and as trustee of KAP Grantor Retained Annuity Trust

(collectively "SHAREHOLDER"), and Mack-Cali Realty Corporation ("MACK-CALI").



                                    RECITALS



         A. Mack-Cali, Mack-Cali Realty, L.P., a Delaware limited partnership

("MACK-CALI PARTNERSHIP"), Prentiss Properties Trust, a Maryland real estate

investment trust ("PRENTISS") and Prentiss Properties Acquisition Partners,

L.P., a Delaware limited partnership ("PRENTISS PARTNERSHIP"), are entering into

an Agreement and Plan of Merger of even date herewith (the "MERGER AGREEMENT"),

pursuant to which (i) Prentiss Partnership shall be merged with and into

Mack-Cali Partnership and (ii) Prentiss shall be merged with and into Mack-Cali

(the "MERGER").



         B. As of the date hereof, Shareholder owns, beneficially and of record,

of the outstanding common stock, par value $.01 per share, of Prentiss (the

"COMMON STOCK") set forth on Exhibit A hereto (such shares of Common Stock and

any additional shares of Common Stock owned in the future by Shareholder being

herein referred to as the "SHARES").



         C. In consideration of Mack-Cali's agreement to enter into the Merger

Agreement, Shareholder (i) agrees to vote the Shares in favor of the Merger

(subject to the irrevocable proxy provided for in SECTION 2 hereof (the

"PROXY")), and (ii) grants to Mack-Cali the Proxy covering the Shares to vote in

favor of the Merger, all in accordance with the terms set forth in this

Agreement.



                                    AGREEMENT



         NOW, THEREFORE, in consideration of the foregoing and the

representations, warranties, covenants and agreements contained in this

Agreement, the parties hereto agree as follows:



         1. VOTING AGREEMENT.



                  1.1 AGREEMENT TO SUPPORT MERGER. Shareholder agrees to vote

the Shares in favor of the Merger, pursuant to the terms of the Merger

Agreement, at the Prentiss Shareholders Meeting (as defined in the Merger

Agreement).



                  1.2 APPLICABILITY OF VOTING AGREEMENT. The voting agreement

contained in SECTION 1.1 shall apply to the Shares whether or not owned by

Shareholder.



{PAGE}



         2. PROXY WITH RESPECT TO SHARES. Shareholder hereby irrevocably

appoints Mack-Cali as its attorney and proxy, with full power of substitution,

to vote in such manner as such attorney and proxy or its substitute shall, in

its sole discretion, deem proper, and otherwise act with respect to all of the

Shares which it is entitled to vote at any meeting of shareholders (whether

annual or special and whether or not an adjourned meeting) of Prentiss;

PROVIDED, HOWEVER, that Shareholder grants a proxy hereunder only with respect

to the following matters that may be presented to the shareholders of Prentiss

(the "DESIGNATED MATTERS"): (i) votes with respect to the Merger and the Merger

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